THE MEMBERS,
 
 The directors are pleased to present the 31st annual report on the
 business and operations of your Company together with the audited
 statement of accounts for the year ended 31st March, 2011.
 
 Financial Results
 
 Your Company''s performance for the financial year ended 31st March,
 2011 is stated below:
 
                                            (Rs. in crore)
 
                                Standalone           Consolidated
 
 Particulars                Year Ended Year Ended Year Ended Year Ended
 
                            31.03.2011 31.03.2010 31.03.2011 31.03.2010
 
 Gross Sales and 
 Operational Income           7,330.09   6,119.44   8,015.96   6,493.24
 
 Total Income                 6,840.50   5,773.40   7,534.42   6,156.45
 
 Earning before Interest, 
 Depreciation, Tax &
 Amortisation (EBIDTA)        1,082.32   1,076.78   1,174.93   1,122.03
 
 Interest & Bank Charges        333.05     399.39     381.26     440.77
 
 Depreciation/ Amortisation     356.14     339.89     395.46     374.71
 
 Profit Before Tax & 
 Exceptional Items              393.13     337.50     398.21     306.54
 
 Exceptional Items - Gain        54.22     232.87      74.77     291.55
 
 Profit Before Tax              447.36     570.38     472.97     598.09
 
 Net Profit after Tax & 
 Exceptional Items              318.34     378.48     318.77     391.94
 
 Share in Profit/ (Loss) 
 of Associate                        -          -      (0.49)     (0.04)
 
 Minority Interest                   -          -       4.11      (0.02)
 
 Net Profit                     318.34     378.48     314.17     391.92 
 (After Adjustment for 
 Associate & Minority Interest)
 
 Add:
 
 Amount brought forward         374.65          -     379.67          -
 
 Debenture Redemption Reserve 
 written back                    23.59      36.00      23.59      36.00
 
 Total                          716.58     414.48     717.43     427.92
 
 Pre-Acquisiton Profits 
 Transferred to Capital
 Reserve/Goodwill                    -          -          -       0.23
 
 Profit / (Loss) available 
 for Appropriation              716.58     414.48     717.43     427.69
 
 Less: Debenture Redemption 
 Reserve                             -      39.83          -      39.83
 
 Less: General Reserve               -          -      13.04       8.19
 
 Profit / (Loss) carried 
 to Balance Sheet               716.58     374.65     704.39     379.67
 
 During the year, the consolidated Total Sales of your Company has gone
 up by around 23% at Rs. 8,016 crore as compared to Rs. 6,493 crore
 during previous financial year 2009-10. Consolidated Earnings before
 interest, depreciation, tax and exceptional item stood at Rs. 1,175
 crore as compared to Rs. 1,122 crore during previous year. Consolidated
 Net Profit after tax & exceptional item is Rs. 319 crore in comparison
 to Rs. 392 crore during previous year.
 
 Change of Name
 
 During the year, name of the Company has been changed from JSL Limited
 to JSL Stainless Limited. Consequent upon change of name, the Registrar
 of Companies, has issued fresh Certificate of Incorporation on 6th
 August, 2010.
 
 Operations
 
 Your Company is the largest integrated stainless steel Company in India
 producing diversified stainless steel flat products.  Presently, 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, coke oven and
 stainless steel melting, hot rolling, cold rolling and downstream
 value-added facilities. With the melting capacity of around 1.6 million
 tons, your company has further strengthened its leadership position in
 the Asian stainless steel markets.
 
 (A) Hisar Division
 
 During the year ended March 31, 2011, the stainless steel production
 has gone up to 701,814 tons as compared to previous year production of
 677,841 tons. Further, the sales volumes has also grown up to 640,404
 tons as compared to previous year sales volume of 606,854 tons.
 
 During the year, Hisar unit installed one more Submerged Arc Furnace to
 recover the materials from the various processes, bye-products and
 wastes like pollution dust, mill scales and pickling sludge. In view of
 growing special steel and precision strips requirement your company has
 initiated a project to increase its 0.10 mm blade steel capacity to
 12,000 tons per annum which will be completed by the end of current
 financial year.
 
 (B) Odisha Division
 
 Integrated Stainless Steel Project at Odisha
 
 Your company has successfully installed steel making facility, with
 capacity of 8,00,000 tons per annum at Jajpur, Odisha and has also
 started rolling of stainless steel products from this facility. The
 project initially conceived in SEZ, is under process of
 de-bonding/de-notification due to the changing global business
 scenario. The company has received in-principle approval for
 de-notification of the notified sector specific SEZ for Stainless Steel
 and the approval for final de-notification is awaited from the Board of
 Approval, Ministry of Commerce and Industry, New Delhi. The ramp-up and
 stabilization of finishing facilities under the project is expected
 during financial year 2011-12.
 
 The company is on the point of inflexion with substantial growth in
 capacities resulting from development of phase II of the Odisha
 project. Phase II growth of the Odisha project has been satisfactory
 which will now give a big boost to JSL Stainless total capacity.
 
 Ferro Alloys, Captive Thermal Power Plant Division and Chromite Mines
 
 The Ferro Alloys production during the year was 91,372 tons. A
 significant feature of this production was the successful production of
 Ferro Chrome from the 27.6 MVA furnaces in a more cost competitive
 manner, making use of higher percentage of low cost carburisers instead
 of imported LAM Coke.
 
 The Production of Power at 250 MW thermal power plant was 1,312 (Net)
 million units despite a reduced purchase of power by the State
 Electricity Grid during the later half of the year. However, your
 company successfully commissioned a 14 MW Boiler of Thermax design and
 supply, and the facility is now fully operational, with this the total
 power plant capacity has reached 264 MW.
 
 The Chromite Mines division produced 25,855 tons of Chrome Ore
 Concentrate which is much higher than the previous year production and
 also achieved 11,033 tons of Chrome Ore production for the year.
 
 Coke Oven Division
 
 During the financial year 2010-11 your company has leased out the coke
 oven facility and has entered into long term job work arrangement for
 conversion of coal into coke. The coke oven batteries have now
 successfully started production of metallurgical coke with gradual
 ramp-up. For the year ended 31st March, 2011, the total production out
 of the coke oven facility stands at 49,299 tons of Coke.
 
 (C) Vizag Division
 
 The Vizag Plant produces High Carbon Ferro Chrome with annual capacity
 of 40,000 tons per annum. Vizag Unit uses Chrome Ore supplied from
 captive Sukhinda Chromite Mines and transfers the output to the Hisar
 Plant. The division has achieved 82.09% of the Installed capacity by
 producing 32,836 tons of High Carbon Ferro Chrome during the year
 2010-11 as compared to 32,681 tons during the preceding year.
 
 Corporate Debt Restructuring (CDR)
 
 Your company has executed the required documentation for the
 implementation of the CDR scheme and also has operationalised the Trust
 & Retention Agreement (TRA) account with the monitoring institution.
 Further, the security creation process, including mortgage of company''s
 assets, pledge of promoter shares and subsidiary shares, for the
 benefit of CDR lenders has also been completed as per the approved CDR
 scheme.
 
 Share Capital
 
 During the year, the Company allotted 17,33,620 equity shares of Rs. 2
 each upon conversion of 950 Convertible Bonds of US$ 5,000 each into
 equity shares.
 
 As on 31st March, 2011, the subscribed and paid up share capital of the
 Company stands at Rs. 37,46,31,584/- divided into 187,315,792 equity
 shares of Rs. 2 each.
 
 Dividend
 
 The directors do not recommend declaration of any dividend on equity
 shares for the year ended 31st March, 2011 in order to conserve the
 resources for future years.
 
 Employees Stock Option Scheme
 
 On 28th July, 2010, the company has granted 3,577,500 stock options to
 eligible employees of the company, its subsidiaries including non
 executive directors (excluding Nominee Director), as per Company''s
 Employee Stock Option Scheme, 2010 (ESOP 2010) issued in accordance
 with the SEBI (Employees Stock Option Scheme and Employees Stock
 Purchase Scheme) Guidelines, 1999. The exercise price of stock options
 is Rs. 75/- per share which would gradually vest over a maximum period
 of 4 years from the date of grant based on specified criteria, as may
 be decided by Compensation Committee. The applicable disclosures as
 stipulated under SEBI (Employees Stock Option Scheme and Employees
 Stock Purchase Scheme) Guidelines, 1999 are enclosed as Annexure to the
 Directors'' Report.
 
 Quality Systems
 
 JSL Stainless Ltd. has adopted best in class Quality Standards in all
 Business Processes and Products offerings. Your company is continuously
 increasing customer value prepositions through its'' versatile product
 baskets. Over the years, the company has Institutionalized Value
 Innovation which enables meeting differential needs of customers at
 lower cost.
 
 Research & Development
 
 Your company manufactures a wide variety of austenitic, ferritic,
 martensitic and duplex varieties of stainless steels and has global
 recognition for pioneering work towards development and
 commercialization of 200 series of stainless steels. It is actively
 engaged in the development of new value added stainless steels for
 highly corrosive environments.
 
 During the year under review, your company has successfully developed
 and marketed super-duplex stainless steel UNS S32760 which is most
 highly alloyed duplex stainless steel figuring in international
 specifications and intended for service under arduous conditions such
 as sea water system, oil and gas industry, paper and pulp industry and
 sulfuric and phosphoric acid plants. This has enabled the company to
 offer wide spectrum of duplex stainless steels ranging from lean duplex
 to super duplex.
 
 It has also developed and successfully exported super-ferritic grade
 446(UNS S 44600), used for elevated temperature applications.  Another
 achievement is technology for super specialty grade EQ347 with very
 high ferrite content used as strip cladding material in large
 hydrocarbon reactors.
 
 Information Technology
 
 Your company has done major enhancement in SAP R/3 to meet the growing
 business requirement at Jajpur, Hisar & other locations. All the
 critical business processes are running on SAP R/3. Our SAP data center
 at Hisar fulfills the green IT norms and running in a secure 24x7
 operational environment. It also reflects that we are committed to
 follow the Green IT norms for environment cause.
 
 Your company has taken the following noteworthy initiatives during last
 year.
 
 - IT Infrastructure upgrade
 
 - SAP implementation in Patalganga Stockyard
 
 - Major enhancement in SAP R/3 modules to meet the new business process
 automation requirement as per best practices
 
 - Significant cost reduction in IT OPEX
 
 - Complete IT project management in a very structured framework to
 ensure timely delivery
 
 Your company has already taken necessary steps to build strong
 infrastructure for SAP R/3 & BI Technical upgrade. Your company is
 going for SAP technical upgrade and also functional upgrade, wherever
 required. Your company is partnering with world renowned companies to
 build world class IT Infrastructure and implementation of world''s best
 practices for metal & minerals vertical.
 
 Subsidiary Companies
 
 The Company, as on 31st March, 2011 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.
 
 In pursuance of 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
 being attached with the balance sheet of the 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. 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 – 125 005 (Haryana) to obtain the copy of the annual
 report of the subsidiary companies.
 
 Directors
 
 During the period under report, the Board of Directors has appointed
 Mr. Rajeev Bakshi as additional director with effect from 23rd July,
 2010. The Company has received Notice pursuant to section 257 of the
 Companies Act, 1956, from member signifying his intention to propose
 Mr. Rajeev Bakshi as candidate for the office of Director.
 
 During the above period, Mr. N.P. Jayaswal and Dr. L.K. Singhal have
 resigned from the Board of Directors of the Company with effect from
 6th April, 2010 and 29th April, 2010 respectively. The Board places on
 record its appreciation for the valuable contribution made by them
 during their tenure.
 
 Mr. Arvind Parakh, Mr. Suman Jyoti Khaitan and Mr. T.S. Bhattacharya,
 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 Bombay Stock
 Exchange Ltd. (BSE) and National Stock Exchange of India Ltd. (NSE).
 The annual listing fee for the year 2011-12 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.
 16,99,51,000/- during financial year 2010-11. There were no overdue
 deposits on 31st March, 2011, except Rs. 1,55,96,000/- 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 and Electricity business for the
 financial year 2011-12 subject to approval of the Central Government.
 Application for approval of the Central Government for re-appointment
 would be made. 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
 
 Mr. D. Jagannathan, M. No. 5839 
 
 Mr. V. A. Sundaram, M.No. 818
 
 Due date for filing of Cost Audit Report for the financial 2009-10 by
 the Cost Auditor with the Central Government
 
 Within 180 days from the close of company''s financial year, i.e. upto
 27th September, 2010.
 
 Date of filing of Cost Audit Report for the financial year 2009-10 with
 the Central Government.
 
 Cost Audit Report for the financial year 2009-10 was filed by the Cost
 Auditor with the Central Government on 27th September, 2010.
 
 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, 2011 and of the profit 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 :27th May, 2011                                      Chairperson