The Members,
 
 The Directors are pleased to present the 33rd Annual Report together
 with the Statement of Accounts for the year ended on 31st March, 2012.
 
 AUDITED FINANCIAL RESULTS
 
                                                        (Rs. in Crore)
 
 Particulars                      Standalone           Consolidated
                          Financial     financial   Financial  Financial
                         Year ended    Year ended  Year ended Year ended
                         31.03.2012    31.03.2011  31.03.2012 31.03.2011
 
 Sales & other income     13,518.43      9,717.34   18,350.53  13,193.60
 
 Profit before 
 interest and 
 depreciation              4,246.95      3,725.72    6,935.11   6,398.17
 
 Profit before tax         2,843.01      2,753.36    5,188.60   4,988.02
 
 Profit after tax          2,110.65      2,064.12    4,002.26   3,804.01
 Appropriations:
 
 Interim dividend                 -             -        4.82       4.29
 
 Final dividend              149.46        140.19      149.46     140.19
 
 Corporate tax 
 on dividend                   3.15          3.75       25.03      23.44
 
 General reserve             220.00        210.00      222.54     211.65
 
 FURTHER ISSUE OF CAPITAL
 
 During the period under report the Company has allotted 3,24,223 equity
 shares of Rs. 1/- each on 12th December, 2011 against options granted
 under the Company''s Employee Stock Option Scheme- 2005.
 
 DIVIDEND
 
 Your Directors recommend a dividend of Rs. 1.60 per equity share of Rs. 1/-
 each i.e. 160% for the financial year 2011-12. The total dividend
 pay-out for the year will amount to Rs. 149.46 crore (excluding dividend
 tax).
 
 OPERATIONAL REVIEW
 
 The Company has, on a consolidated basis, achieved an aggregate income
 of Rs. 18,350.53 crore compared to previous year''s Rs. 13,193.60 crore.
 Profit before tax has increased to Rs. 5,188.60 crore in 2011-12 from Rs.
 4,988.02 crore in 2010-11.  Profit after tax has also grown to Rs.
 4,002.26 crore in the year under report from Rs. 3,804.01 crore in the
 previous year. The Reserves and Surplus have touched Rs. 18,017.63 crore.
 
 Sponge Iron
 
 The Company produced 13,19,940 MT of Sponge Iron during the year under
 report as against previous year''s production of 13,19,840 MT and
 achieved a capacity utilisation of 96.35%.
 
 Steel
 
 The production of steel products during the year under report, compared
 to previous year is given below:
 
 SI. 
 No.  Product                                    Production in MT
                                             (2011-12)       (2010-11)
 
 1.   Finished steel products                19,44,434       15,85,327
 
 2.   Semi steel products                    27,56,881       22,72,692
 
 Pellet
 
 The Company produced 37,36,915 MT of pellets during the year under
 report as against 27,87,285 MT in the previous year.
 
 Power
 
 The Company generated 4,634 million Kwh of power during the year under
 report as against last year''s 3,420 million Kwh of power.
 
 Raipur Unit
 
 Raipur Unit produced 1,778 metric tons of castings and has done
 machining of 9,060 metric tons during the year under report as against
 1,569 metric tons and 8,613 metric tons respectively in the previous
 year.
 
 Mining
 
 The production of calibrated iron ore at captive mine at Tensa in
 Odisha was 5.06 lacs MT as against previous year''s production of 6.69
 lacs MT. The Company has exported 2.45 lacs MT of iron ore fines as
 against 8.42 lacs MT in the previous year. Coal production at captive
 mine was 59.98 lacs MT as against previous year''s production of 59.99
 lacs MT.
 
 PROJECTS COMPLETED
 
 Following projects were completed during the year under report:
 
 1.  Power Plants
 
 (i) 540 MW (4X135 MW) power plant at Dongamahua, Raigarh Chhattisgarh:
 Under Phase—II, Unit I and II of 135 MW each power generation capacity
 were commissioned in January, 2012. Both the Units have stabilised
 their operations. With this, all the four Units of 135 MW each power
 generation capacity set up at Dongamahua, Raigarh, Chhattisgarh are
 operational and generating power.
 
 (ii) 810 MW (6x135 MW) power plant at Angul, Odisha: The Company is
 setting up 810 MW (6x135 MW) captive power plant at Angul, Odisha for
 meeting power requirement of its upcoming 6 MTPA integrated steel
 plant. Second Unit of 135 MW power generation capacity was commissioned
 in February, 2012. With this, two units of 135 MW each are operational
 and generating power. Third Unit of 135 MW power generation capacity is
 expected to be commissioned in July, 2012.
 
 2.  Machinery Division, Raipur, Chhattisgarh
 
 The production capacity of Machinery Division of Raipur Unit has been
 enhanced from 5,100 metric tons per annum to 10,000 metric tons per
 annum by making investment in machine tools, expansion of covered area
 and material handling equipment. The Company has received IBR
 Certification as manufacturer of headers of Boilers and foundry items.
 This Division is envisaging further expansion of its capacity by
 inclusion of more covered area and material handling facility and has
 planned to install Alfa Set Sand System in foundry for further
 improvement in product quality. The Pressure Vessel Division with a
 capacity of 2,500 metric tons per annum has started commercial
 operations.
 
 PROJECTS UNDER IMPLEMENTATION 1.  Steel Plant at Angul, Odisha
 
 The Company is setting up 6 MTPA steel plant at Angul in the state of
 Odisha. The following facilities are, at present, under installation:
 
 1.1) Coal Washery(2x 600 TPH)
 
 1.2) Sponge Iron Plant based on Coal Gasification (1.8 MTPA)
 
 1.3) Steel Melting Shop (1.64 MTPA)
 
 1.4) Plate Mill (1.5 MTPA)
 
 1.5) Captive Power Plant (6x135 MW)
 
 Out of the above facilities under implementation, the construction of
 Plate Mill has been completed and is expected to be commissioned in
 financial year 2012-13.  Apart from this, work on raw material handling
 plant, beam welding plant, cross country pipeline, raw water reservoir,
 in-take pump house and a housing colony is at an advanced stage of
 implementation.
 
 The following facilities are also being set up at Angul:
 
 1.1) Coke Oven Plant (2.0 MTPA)
 
 1.2) Sinter Plant (4.0 MTPA)
 
 1.3) Pellet Plant (4.0 MTPA)
 
 1.4) Blast Furnace (3.2 MTPA)
 
 1.5) Sponge Iron Plant (2.0 MTPA)
 
 1.6) Steel Melting Shop (4.36 MTPA)
 
 1.7) Hot Strip Mill (4.5 MTPA)
 
 Department of Water Resources, Government of Odisha has given
 permission for drawing of 95.16 cusecs of water from river Bramhani for
 the plant. Ministry of Environment & Forests, Government of India has
 issued environmental clearance and Odisha State Pollution Control Board
 has issued consent to establish for setting up of said steel plant.
 Technology suppliers for Sinter Plant (4.0 MTPA), Blast Furnace (3.2
 MTPA) and Sponge Iron Plant (2.0 MTPA) have been finalised and
 discussions are under progress for finalising technology suppliers for
 remaining facilities.
 
 2) Steel Plant at Patratu, Jharkhand
 
 The Company envisages setting up of 6 MTPA integrated steel plant at
 Patratu in the state of Jharkhand and in its first phase, is
 implementing 3 MTPA steel plant.
 
 Agreement has been signed with Government of Jharkhand for supply of
 66.54 mem of water from Damodar Basin for
 
 the plant and an agreement with Jharkhand State Electricity Board is
 under process of renewal for supply of 20 cusecs of water. Ministry of
 Environment & Forests, Government of India has issued environmental
 clearance and State Pollution Control Board, Jharkhand has issued
 consent to establish for setting up of said steel plant. The Company
 has already acquired 1,039 acres of land and process is on for
 acquiring balance 2,205 acres of land.
 
 3) Steel plant, Raigarh, Chhattisgarh
 
 The existing steelmaking capacity at Raigarh Works is 3 MTPA.
 Considering the increasing demand for steel in coming years, the
 Company plans to enhance steelmaking capacity at Raigarh Works to 11
 MTPA and is in the process of seeking various approvals. The Company
 has entered into memoranda of understanding with the State Government
 of Chhattisgarh in terms of which the State Government of Chhattisgarh
 will extend necessary assistance to the Company in expeditiously
 obtaining various approvals, coal and iron ore linkages, environmental
 clearances, acquisition of land etc. for implementing the said
 expansion plan. Ministry of Environment and Forests, Government of
 India has issued Terms of Reference (TOR) for the proposed expansion in
 terms of which the Company has submitted draft Environment Impact
 Assessment and Environment Management Plan to the Chhattisgarh
 Environment Conservation Board, Raipur, Chhattisgarh.
 
 In order to further improve and strengthen the present operations, the
 following facilities are being added:-
 
 3.1) Additional mill for pulverised coal injection is being set up
 which will help in increasing the coal injection in Blast Furnace
 thereby reducing the consumption of coal as well as improving the
 productivity.
 
 3.2) Third Turbo-blower is being installed which will act as standby to
 the existing two turbo blowers and ensure continuity of hot blast air
 to Blast Furnace in case of shut down of any turbo.
 
 3.3) Slab Caster upgradation is being done to increase the width of the
 slabs. This will help in rolling the increased width plates from the
 Plate Mill.
 
 3.4) Additional 6 Silos are being set up to blend different kinds of
 coal. Low cost coal is blended with high grade coking coal to reduce
 the cost of blended coal and thus reduces the cost of coke. This will
 reduce the cost of conversion of hot metal in Blast Furnace.
 
 3.5) Second Ladle Refining Furnace is being installed in Steel Melting
 Shop - III which will increase steel- making capacity by increasing the
 capacity of secondary steel making.
 
 4.  Pellet Plant at Barbil, Odisha
 
 The Company is setting up one more 4.5 MTPA Iron Ore Pellet Plant with
 wet grinding process at Barbil for which basic engineering and
 proprietary equipment have been ordered. Water approval, environmental
 clearance and consent to establish for setting up 10 MTPA Pellet plant
 at Barbil have already been received. Detailed engineering agency has
 been finalised and critical packages ordering is in progress. The
 pelletisation will be a value added process of iron ore fines and
 better utilisation of powdery ore available in the mines.
 
 5.  Shadeed Sponge Iron Plant
 
 Asa part of expansion, Shadeed Iron & Steel Co. LLC, Oman, a subsidiary
 company, is setting up a 2 MTPA Steel Melting Shop. M/sDanieli, Italy
 has been finalised as the technology and core equipment supplier and
 M/s Idom, Spain has been finalised as the Engineering Consultant.
 
 SUBSIDIARY COMPANIES AND THEIR
 
 BUSINESS
 
 Jindal Power Limited (JPL), operating 1,000 MW (4 X 250 MW) power plant
 in Raigarh (Chhattisgarh) has closed financial year 2011-12 with a
 total sales of Rs. 3,040.35 crore and earned a profit after tax of Rs.
 1,764.99 crore. JPL is expanding its power generation capacity by
 setting up 2,400 MW (4 X 600 MW)
 
 power plant adjacent to its existing works. JPL envisages setting up
 hydro projects in the State of Arunachal Pradesh in Joint Venture with
 Hydro Power Development Corporation of Arunachal Pradesh Limited and
 thermal power projects in the states of Jharkhand and Odisha. Shadeed
 Iron & Steel LLC, Oman, operating 1.5 MTPA Hot Briquette Iron plant
 achieved sales of Rs. 2,794.30 crore in the financial year 2011-12 and
 earned a profit after tax of Rs. 244.17 crore. Jindal Mining SA (Pty)
 Limited, South Africa, operating coal mines achieved a sales of Rs.
 451.02 crore in the financial year 2011-12 and earned a profit after
 tax of Rs. 38.18 crore.
 
 Africa continent and Australia are rich in mineral resources and your
 Company, through its subsidiary companies, is expanding its business
 activities by acquiring, exploring and operating iron, coal, limestone
 and base metals. The operations in Kiepersol Colliery in South Africa
 stabilised over the last year enabling a ramp up of production in the
 coming years.  The Company also continues to pursue more opportunities
 in mining of coal, iron ore and manganese in this country. In
 Mozambique, the coking coal project is in the final stages of
 development. The sale is likely to start in financial year 2012-13.
 
 TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND
 
 Pursuant to Section 205C of the Companies Act, 1956, the Company has
 transferred unpaid / unclaimed final dividend for financial year
 2003-04 and interim dividend for financial year 2004-05 amounting to Rs.
 20,03,753/- (Rupees twenty lacs three thousand seven hundred and fifty
 three only) and Rs. 16,77,124/- (Rupees sixteen lacs seventy seven
 thousand one hundred twenty four only) respectively to Investor
 Education and
 
 Protection Fund of Government of India. The details including last date
 for claiming of unclaimed / unpaid dividend amount is given at the end
 of the Notice of the Annual General Meeting.
 
 EMPLOYEES STOCK OPTION
 
 Details of allotment of shares made pursuant to Employees Stock Option
 Scheme-2005 to the employees of the Company and its subsidiary, Jindal
 Power Limited during the period under report is given below:
 
 S.No.        Series              No. of Equity           Date of
                                Shares Allotted          Allotment
 
 1     Series III (Part III)           3,24,223               12th
                                                          December
                                                              2011
 
 As required by clause 12 of SEBI (Employee Stock Option Scheme and
 Employee Stock Purchase Scheme) Guidelines, 1999 information with
 respect to active Stock Options as on 31st March, 2012 is given in a
 separate statement as Annexure-I forming part of this Report.
 
 LISTING
 
 The equity shares continue to be listed on BSE Limited (BSE) and the
 National Stock Exchange of India Limited (NSE). Both these stock
 exchanges have nation-wide terminals and therefore, shareholders /
 Investors are not facing any difficulty in trading in the shares of the
 Company from any part of the country. The Company has paid annual
 listing fee for the financial year 2012- 13 to BSE & NSE and annual
 custody fee to National Securities Depository Limited and Central
 Depository Services (India) Limited. Shares issued against stock
 options have been listed and trading permission has been granted by
 these stock exchanges.
 
 FIXED DEPOSITS
 
 The Company has not received any fresh deposits during the year under
 report. The aggregate amount outstanding in respect of fixed deposits
 as on 31st March, 2012 was Rs. 37.22 crore against 6,938 fixed deposit
 holders. Amount of deposits that have matured but were unclaimed as on
 31st March, 2012 was Rs. 1.11 crore representing 384 deposit holders.
 Since then 39 deposits totaling Rs. 16.28 lacs have been paid.
 
 DIRECTORS
 
 IDBI Bank Limited has withdrawn nomination of Shri S. Ananthakrishnan
 from the Directorship from the close of business hours on 27th
 February, 2012 and nominated Shri Inderpal Singh Kalra as Director
 w.e.f. 28th February, 2012.  Smt. Savitri Jindal and Shri Naushad
 Akhter Ansari have resigned from the Directorship of the Company w.e.f.
 26th April, 2012 and 01st May, 2012 respectively. Shri Haigreve
 Khaitan, Shri Hardip Singh Wirk, Shri Rahul Mehra and Shri Sushil
 Maroo, Directors of the Company will retire by rotation at the
 forthcoming Annual General Meeting and being eligible have offered
 themselves for re-appointment as Directors of the Company, liable to
 retire by rotation, in the said meeting.
 
 PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND
 FOREIGN EXCHANGE EARNINGS AND
 
 OUTGO
 
 Information pursuant to Section 217(1) (e) of the Companies Act, 1956
 read with Rule 2 of 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
 is given in Annexure II forming part of this report.
 
 PARTICULARS OF EMPLOYEES
 
 In terms of the provisions of Section 217(2A) of the Companies Act,
 1956, read with the Companies (Particulars of Employees) Rules, 1975 as
 amended from time to time, the particulars of employees are set out in
 Annexure-lll to this Report. However, as per provisions of Section
 219(l)(b)(iv) of the said Act read with Clause 32 of the Listing
 Agreement, the Annual Report excluding the aforesaid information is
 being sent to all the members of the Company and others entitled
 thereto. Any member interested in obtaining such particulars may write
 to the Company.
 
 CORPORATE GOVERNANCE
 
 Your Company has implemented the conditions of Corporate Governance as
 contained in Clause 49 of listing agreement.  Separate reports on
 Corporate Governance and Management Discussion and Analysis along with
 necessary certificates are given elsewhere in this Annual Report as
 Annexure IV & V.
 
 BUSINESS RESPONSIBILITY REPORT
 
 Ministry of Corporate Affairs (MCA), Government of India has, in July
 2011, issued National Voluntary Guidelines on Social, Environmental and
 Economic Responsibilities of Business (Guidelines). The Guidelines list
 out nine principles and core elements on ethics, transparency and
 accountability, sustainability, employee well being, responsiveness
 towards stakeholders, promotion of human rights, environment
 protection, influencing public policy, inclusive growth and equitable
 development, value to customers and consumers.
 
 The Companies in India are adviced to follow these Guidelines for
 reporting their initiatives and activities relating to corporate social
 responsibilities (CSR). The Company''s vision, mission and core values
 enshrine these principles which are integral to the business of the
 Company. The Company engages in elaborate CSR initiatives, conducts
 business with transparency and accountability, looks after well being
 and protection of the employees with a human face, is responsive to the
 needs of all its stakeholders and takes care of quality of the products
 manufactured by it, gives priority to preservation and protection of
 environment and prevention of pollution and believes that business is
 also a medium to contribute to the social development.  Initiatives
 undertaken during the year under report in respect of corporate social
 responsibility, environment protection, industrial relations and human
 resource management etc. are mentioned in detail in the Management
 Discussion and Analysis Report which forms a part of this report as
 Annexure V.
 
 AUDITORS
 
 M/s S.S.Kothari Mehta & Co. (Firm Registration Number - 0000756N),
 Auditors of the Company hold office upto the conclusion of the ensuing
 Annual General Meeting. The Company has received communication from
 them to the effect that their appointment, if made, would be within the
 limits prescribed under Section 224(1B) of the Companies Act, 1956.
 They are proposed to be appointed as Auditors of the Company for the
 financial year 2012-13.
 
 DIRECTORS'' RESPONSIBILITY STATEMENT
 
 Pursuant to the requirement under sub Section 2AA of Section 217 of the
 Companies Act, 1956, with respect to the Directors Responsibility
 Statement, it is hereby confirmed:-
 
 i) that in preparation of the annual accounts for the financial year
 ended on 31st March, 2012, the applicable accounting standards had been
 followed along with proper explanations relating to material
 departures.
 
 ii) that 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 at the end of the financial year and of the
 profit of the Company for the year under report.
 
 iii) 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 by preventing and detecting fraud and other
 irregularities.
 
 iv) that the Directors had prepared the accounts for the financial year
 ended on 31st March, 2012 on a ''going concern basis''.
 
 APPRECIATION
 
 Your Directors wish to place on record their gratitude for the valuable
 guidance and support rendered by the Government of India, various State
 Government departments, Financial Institutions, Banks and various
 stakeholders, such as, shareholders, customers and suppliers, among
 others. The Directors also commend the continuing commitment and
 dedication of the employees at all levels, which has been critical for
 the Company''s success. The Directors look forward to their continued
 support in future.
 
                                       For and on behalf of the Board
 
 Place: New Delhi                                        NaveenJindal
 
 Dated: 27th April, 2012               Chairman and Managing Director