JSL

With immense pleasure, your directors are herewith presenting the 28th
 annual report on the business and operations of your company together
 with the audited statement of accounts for the year ended 31st March,
 2008.
 
 Financial Results
 
 Your Companys performance for the financial year ending 31st March,
 2008 is stated below:
 
                                                          (Rs. in Crore)
                                               Year Ended   Year Ended
                                               31.03.2008   31.03.2007
 
 Gross Sales & Income from Operations             5698.20      5267.80
 Less: Excise duty                                 533.85       390.30
 Net Sales/Income from Operations                 5164.35      4877.50
 Add: Other Income                                  29.12        18.93
 Total Sales/Income                               5193.47      4896.43
 Profit before Interest, Depreciation, 
 Tax and extraordinary item                        808.39       844.18
 Less: Interest/Bank Charges                       149.35        70.35
 Depreciation / Amortisation                       252.38       216.10
 Extraordinary Item                                 36.13            -
 Provision for Tax                                  42.78        85.22
 MAT Credit entitlement                            (10.66)           -
 Provision for Deferred Tax                         96.13       113.28
 Fringe benefit tax                                  1.11         0.91
 Previous year taxation adjustment                      -         5.31
 Net Profit after Tax & Extraordinary Item         241.17       353.01
 Add / (Less):
 Amount brought forward                             48.35        33.14
 Debenture Redemption Reserve written back          16.34         0.45
 Profit available for Appropriation                305.86       386.60
 Less: Proposed dividend on Equity Shares           32.43         5.53
 Dividend on Equity Shares for Previous Year         0.19         0.14
 Interim Dividend on Equity Shares                      -        22.12
 Corporate Dividend Tax                              5.54         4.06
 Debenture Redemption Reserve                       25.19        31.40
 General Reserve                                   180.00       275.00
 Balance carried to Balance Sheet                   62.51        48.35
 
 Change of Name
 
 Earlier, the activities of the company were restricted to production of
 stainless steel only. However, to stay current with ever changing
 business environment, the company has taken up various diversified
 activities such as mining, power, media, life style product,
 infrastructure etc. JSL has a Ferro-Chrome manufacturing facilities in
 Jajpur, Orissa, which is part of the proposed 0.8 MTPA integrated
 stainless steel plant. Now, the company manufactures a broad range of
 products for sale in the domestic market for customers in segments such
 as architecture, building construction, automobiles, white goods and
 appliances, railways, power plants, fertilizer, pharmaceuticals,
 kitchenware and tableware, and other industrial applications. JSL also
 produces stainless steel for value-added and specialty products such as
 razor blades, precision strips and coin blanks. The company has
 acquired mines and established power plants. Through its subsidiaries,
 the company has started infrastructure development in cities with
 modernized technologies. Thus, the company has now not limited only to
 Stainless Steel Manufacturing activities.
 
 The word JSL which is abbreviation of the present name Jindal
 Stainless Limited will strengthen our entity in relation to our
 diversified goals keeping us an isolated entity with global presence.
 To establish companys brand as JSL, its name is being changed from
 Jindal Stainless Limited to JSL Limited.
 
 The Registrar of Companies, Delhi & Haryana has already granted
 availability of the said name. Accordingly, a special resolution has
 been proposed to obtain consent of the shareholders pursuant to the
 provisions of section 21 of the Companies Act, 1956 to change the name
 of the company from Jindal Stainless Limited to JSL Limited.
 
 Share Capital
 
 As on 31st March, 2008, the subscribed and paid up share capital of the
 company stands at Rs.30,91,69,864/- divided into 15,45,84,932 equity
 shares of Rs.2/- each. During the year, the company has converted 5,049
 numbers of 0.50% Foreign Currency Convertible Bonds of USD 5,000 each
 and allotted 92,13,726 equity shares of Rs.2/- each upon conversion of
 the same. Further, during the year the company has allotted 71,50,000
 equity shares of Rs.2/- each to the promoters, upon conversion of
 71,50,000 warrants convertible into equity shares of the company.
 Consequently, the paid up capital of the company enhanced from Rs.27.64
 crore to Rs.30.92 crore.
 
 Further on 25th April, 2008, the company has allotted 75,50,000 equity
 shares of Rs.2/- each to the promoters upon conversion of balance
 75,50,000 warrants convertible into equity shares of the company.
 Consequently, the paid up capital of the company has further increased
 to Rs.32,42,69,864/- divided into 16,21,34,932 equity shares of Rs.2/-
 each.
 
 Dividend
 
 Your directors are pleased to recommend a dividend of 100% i.e. Rs.2/-
 per equity share of Rs.2/- each for the financial year 2007-08.
 Dividend, if approved at the ensuing annual general meeting, will be
 paid to those shareholders whose names appear in the Register of
 Members of the company as on 15th August, 2008. The total dividend cost
 to the company will be Rs.37.94 crore, inclusive of dividend tax.
 
 Operations
 
 Being Indias largest stainless steel manufacturer in terms of
 production volume and net sales revenue, with integrated melting, hot
 rolling and cold rolling facilities, your company produce standard and
 specialty steels, in each of the Austenitic (300 series), Martenistic
 (200 series) and Ferritic (400 series) grades, for commercial and
 industrial applications. Your company manufacture and sell a broad
 range of stainless steel flat products including slabs, blooms, flat
 bars, hot rolled and cold rolled coils, plates and sheets and specialty
 products. We sell hot rolled, cold rolled and specialty products in the
 international markets catering to approximately 50 countries globally
 as well as in the domestic market. Our manufacturing facilities are
 located at Hisar in the state of Haryana, Vizag in the state of Andhra
 Pradesh and Duburi in the state of Orissa.
 
 Hisar Division
 
 The Hisar plant comprises melting, hot rolling and cold rolling
 facilities for the manufacture of a wide range of stainless steel
 products. As a part of Hisar expansion the steel melting shop and the
 steckel mill capacity is being enhanced. 220 KV sub-station has been
 commissioned successfully, which will improve the quality and
 reliability of power for Hisar plant. During the year capacity of the
 Steel melt shop has increased to 650,000 tons per annum from 600,000
 tons per annum last year and will further increase to 720,000 tons with
 completion of the expansion plans. During the year, the hot rolling
 division produced 580,554 tons of hot liquid and rolled around 561,129
 tons of hot rolled coils.
 
 The Cold Rolling Division is consisting of four cold rolling lines with
 total capacity of 250,000 tons per annum. During the year the division
 produced 156,759 tons of cold rolled stainless steel. The cold rolling
 division has also been awarded 1st Prize for Energy Conservation in
 Re-Roller Category in November 2007 by Ministry of Power. Cold rolling
 division also has additional facility of coin blanking with annual
 capacity of 10000 tons for producing coin blanks and special steel
 division with annual capacity of 12000 tons of special steel. During
 the year 1137 tons of coin blanks and 13854 tons of special steel were
 produced.  Vizag Division
 
 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 chrome mines and sells output to Hisar plant as well as in the
 export market. The division has worked at 84% of the installed capacity
 and has produced 33,504 tons of high carbon ferro chrome during the
 year 2007-08 as compared to 31,414 tons during the preceding year.
 
 Orissa - Ferro Alloys Divison and Chromite Mines
 
 Orissa ferro alloys division consists of ferro alloys manufacturing
 facilities including ferro chrome, ferro manganese and silico manganese
 and waste heat recovery based and thermal captive power plants. During
 the year ferro alloys divison has produced 1,09,908 tons of ferro
 chrome, 686 tons of ferro manganese and 1,886 tons of silico manganese
 and generated 13.3 million units of power from waste heat recover}
 power plant and 95 million units of power from thermal power plant.
 
 During the current financial year, the companys chromites mine
 division has produced 57,079 tons and 25,070 tons of chrome Ore and
 chrome ore concentrate respectively. A project for beneficiation of low
 grade/tailings has been started during the year.  The order for
 beneficiation plant have been placed and the plant is likely to be
 commissioned by March 2009.  Integrated Stainless Steel Project at
 Orissa
 
 Your company is in the process of setting-up an integrated stainless
 steel plant at Kalinganagar Industrial Complex, Duburi, Jajpur in the
 State Orissa, with an installed capacity to manufacture about 0.8
 million tons of stainless steel slabs for subsequent processing into
 hot and cold rolled products. The company has achieved the financial
 closure for the phase-II, and placed the orders for the major
 equipments. Phase II will have an integrated stainless steel melting
 capacity, and will produce hot and cold rolled flat products. The
 company has entered into a joint venture to mine coal in Orissa for
 which we have already been allotted two coal blocks by the state
 government. Following completion of these two phases, we expect to have
 high level of integration in stainless steel manufacturing at the same
 location, resulting in economies of scale and enhanced cost
 competitiveness.  Your company has been granted formal approval for
 setting up of a sector specific SEZ for stainless steel sector by the
 Department of Commerce. In terms of the approval, the company has
 already initiated action for carrying out necessary developmental
 activities as the Developer and Business Unit. Phase-II of the
 Orissa project will be covered under this. SEZ area.
 
 Subsidiary Companies
 
 The company has following subsidiaries, namely Jindal Stainless UK
 Limited, Jindal Stainless FZE, Dubai, PT Jindal Stainless Indonesia,
 Jindal Stainless Italy s.r.l., Jindal Stainless Madencilik Sanayi Ve
 Ticaret A.S., Turkey, Jindal Stainless Steelway Limited, Jindal
 Architecture Limited, Austenitic Creations Private Limited, Green Delhi
 BQS Limited, Parivartan City Infrastructure Limited.  PT Jindal
 Stainless, Indonesia (PTJSI)
 
 PT Jindal Stainless Indonesia is our 99.9 per cent owned subsidiary
 acquired to develop stainless steel markets for our products in the
 ASEAN region. During the year ended March 31, 2008, the production of
 cold rolled products at PTJSI was recorded at 65,472 tons as compared
 to production of 65,357 tons in the-year ended March 31, 2007. PTJSI
 also attained sales of 64,709 tons which amounted to sales of
 U.S.9.8 million. Export markets included the United States, China,
 Vietnam, Malaysia, Philippines, Korea and the Middle East. In order to
 benefit from economies of scale and increase our product range, we are
 commissioning a second cold rolling mill at our Indonesia steel plant,
 which is expected to increase the capacity to 150,000 tons per annum.
 We are also commissioning a bright annealing furnace of 30,000 tons per
 annum capacity and a gas based power generators of 6MW for captive
 consumption.  Jindal Stainless Steelway Limited (JSSL)
 
 Jindal Stainless Steelway Limited (JSSL) provides customized products
 and services, inventory management, technical value engineering,
 warehousing and material testing through its service centers. These
 service centers act as intermediaries between us and our consumers.
 JSSL achieved a turnover of Rs.201 crore and profit after tax of Rs.6.2
 crore in the current financial year of operations in the year ended
 March 31, 2008. (JSSL plans to vertically integrate its operations by
 venturing into stainless steel tube manufacturing through the high
 frequency induction welding process). JSSLs service centres are
 located in Gurgaon, and Mumbai. The service centres are equipped with
 high-end precision slitting, cutting-to-length, blanking and polishing
 instruments that have been supplied by leading steel finishing
 equipment manufacturers. JSSL is also planning to establish more
 service centre in India as well as abroad.
 
 JSSL has entered into a joint venture with Inox Market Services S.R.L
 of Italy and Jensita Holdings have joindy initiated under the joint
 venture company JSS Steelitalia Limited to manufacture stainless steel
 tube through the high frequency induction welding process. It aims to
 redefine the business of tubes processing & ultimate distribution to
 end users in India as well in the global market.
 
 Austenitic Creations Private Limited (ACPL)
 
 Austenitic Creations Private Limited (ACPL) is in the business of
 lifestyle products and accessories under the brand name of Art dinox.
 ACPL designs and produces stainless steel products for use in the home,
 office and other locations. Art dinox products are currently sold
 through stand alone and franchise stores and other outlets throughout
 India, including large retail chains. In addition, the division is now
 exporting to countries including the United States, Canada and the
 United Kingdom as well as other parts of Europe. Internationally, the
 brand has been identified with Design Innovation, Superior Quality,
 International Appeal and functional design and is growing very rapidly.
 Art dinox has also expanded its footprint all across India - available
 through more than 300 Multibrand Outlets & Boutique stores, Art dinox
 has also opened its Exclusive Boutiques in Delhi, Gurgaon and Mumbai.
 The current expansion plan includes increasing the number of Exclusive
 Boutiques in major metro cities across India & increasing the capacity
 of the factory. During the year ended March 31, 2008 the gross turnover
 of ACPL was at Rs.20.3 crore and loss after tax was Rs.8.03 crore.
 
 Jindal Architecture Limited QAL)
 
 Jindal Architecture Limited (JAL) specializes in the design,
 fabrication and installation of high quality stainless steel
 architectural building and construction products. Its in-house design
 team consists of architects, product designers and engineers. JAL
 manufacturing unit, located in Delhi, is equipped with modern CNC
 machines for fabricating and machining specialty products in stainless
 steel. We believe ]AL enables us to meet the specialized product
 requirements that industry leading designers and retailers require,
 including all types of cladding, handrails, false ceilings, atriums,
 canopies, space frames and sky lights. JAL also is developing products
 for the household, office and industrial market segments. JAL has its
 manufacturing facilities strategically located near the service centre
 in Gurgaon to utilise off the shelf supplies of customised stainless
 steel raw material. JAL has a commercial alliance with Simply
 Stainless of Australia to manufacture modular kitchens in India and
 has also begun initial groundwork with NKJ of Netherlands for stainless
 steel architectural applications in domestic airport modernisation. JAL
 is also a member of the consortium which has recently won the bid for
 installation of stainless steel bus shelters at various locations in
 New Delhi.
 
 During the year ended March 31, 2008 the gross turnover of JAL was
 Rs.56.35 crore and profit after tax was Rs.1.70 Crore.
 
 Green Delhi BQS Limited
 
 Green Delhi BQS Limited (GDBL) is a 51% subsidiary of Jindal Stainless
 Limited and is incorporated for the purpose of executing the concession
 agreement awarded to the consortium of Jindal Stainless Limited, Jindal
 Architecture Limited and a media partner for construction, operation
 and transfer of 225 Bus Queue Shelters (BQS) in New Delhi, by Delhi
 Transport Corporation (DTC). GDBL will construct these stainless steel
 BQS on designated sites and will transfer them to DTC at the end of
 contract period i.e. 10 years from the date of its signing of agreement
 with DTC which is 26th July, 2007 and in turn GDBL has received
 exclusive rights for sale of advertisement space over bus shelters.
 
 Parivartan City Infrastructure Limited
 
 Parivartan City Infrastructure Ltd. is 99.9% subsidiary of Jindal
 stainless Limited and is incorporated to act as media arm of the
 company to get entry in the Out-Of-Home segment in the Media Industry,
 one of the fastest growing Industry. The Indian outdoor market
 contributes 10 per cent of the advertising expenditure and has been
 growing at 20 per cent for the last couple of years. OOH is essentially
 all type of advertising that tries to reach the consumer while he is
 Out Of Home. Be it while traveling in the metro to reach office or
 while taking a coffee break. OOH advertising is on/in bus, taxi,
 railway station, airport, malls, retail store, road, club and scores of
 other touch points. OOH is everywhere where customers are. It is the
 medium that reaches active consumers where they are most available to
 take notice i.e. out of home.
 
 Jindal Stainless Madencilik Sanayi Ve Ticaret A.S., Turkey
 
 Jindal Stainless Madencilik Sanayi Tic A.S. (JSMS) is a 89.99%
 subsidiary of your company established to explore opportunities in
 Turkey for buying minerals assets and developing them into workable,
 long-term resource bases. Our operations in Turkey will also be engaged
 in the sales and marketing of our products in the region.
 
 Jindal Stainless UK Limited
 
 Jindal Stainless UK Limited is engaged in developing new customers in
 European region and promoting JSLs products.
 
 Jindal Stainless Italy s.r.l.
 
 Jindal Stainless Italy s.r.l. started operation in 2007 and is a step
 down subsidiary of your company through JSUK. This subsidiary act as a
 nodal point in servicing domestic market in Italy. It coordinates with
 customers in Italy for establishment of smooth and easy business
 transaction with Jindal Stainless Limited and facilitates distribution
 of material within Italy.
 
 Jindal Stainless FZE, Dubai
 
 Middle Hast is emerging as a global trading center. Growing
 manufacturing sector and abundant financial resources has increased the
 demand of stainless steel in UAE and other Gulf countries. Jindal
 Stainless FZE is acting as local representative of Jindal Stainless to
 serve the domestic customers in UAE and other Gulf countries and thus
 enabling the company to take advantage of emerging business
 opportunities.
 
 Quality and ISO Certifications
 
 Jindal Stainless Limited is an ISO 9001:2000, ISO 14001:2004 and OHSAS
 18001:1999 certified organization.
 
 Jindal Stainless Limited is committed to continuous 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 9001:2000). The QMS is the foundation of our
 companys culture and is the responsibility of all employees. Our
 culture is built on integrity, excellence, entrepreneurship, and
 attention to detail. This is manifested in our insistence on meeting
 commitments, the use of advanced technologies, on-time delivery of
 unquestioned quality and the continuous improvement of our Quality
 Management System.
 
 Apart from QMS, Jindal Stainless is also ISO 14001:2004 (EMS) & OHSAS
 18001:1999 certified. We believe that Health & Safety of our employees
 is of utmost importance. These systems ensure that quality of the
 product is world class, and at the same
 
 JSL has implemented Six Sigma initiatives in various production process
 focused on cost reduction and better customer services.  A number of
 employees has been trained as six sigma black belt holders and company
 wide six sigma projects have been taken up.  JSL has also undertaken
 certain Total Productivity Maintenance (TPM) initiates and efforts are
 on to maintain this activities for consistent TPM commitments and raise
 the level of compliance further.
 
 Research & Development
 
 We believe that quality improvement and cost reduction strategies are
 continuous process and are most important for any company to strengthen
 its position in the present market. We have a full fledged research and
 development centre at Hisar division to give thrust towards new product
 development, quality improvement of existing products and cost
 reduction by process improvement and optimization. R&D centre interacts
 with the marketing and operations personnel on continuous basis for
 their feedbacks on the existing products to explore the possibility of
 developing new grades of stainless steel.
 
 Information Technology
 
 In the modern IT driven economy, we have implemented SAP organization
 wide to ensure effective IT security and systems in place. SAP is used
 to record data for accounting and management information purposes and
 ensures real time availability of information at various locations.
 
 We have developed video conferencing facilities at all our
 manufacturing plants and corporate office to ensure timely and
 effective communication between the top management at all locations.
 
 Listing on Stock Exchanges
 
 In the annual general meeting of the company held on 29th September,
 2006, shareholders of the company had approved voluntary delisting of
 equity shares of the company from the stock exchanges at Delhi,
 Ahmedabad, Kolkata and Chennai. In pursuance to the above, the company
 applied for voluntary delisting of its equity shares from these four
 stock exchanges and all these four stock exchanges have delisted the
 companys shares.
 
 The Companys -equity shares continue to be listed at Bombay Stock
 Exchange (BSE) and National Stock Exchange (NSE).
 
 Fixed Deposits
 
 The company has accepted / renewed deposits amounting to
 Rs.19,37,86,000 during financial year 2007-08. There were no overdue
 deposits on 31st March, 2008, save Rs.91,21,000 which remained
 unclaimed. Out of this, the deposits amounting to Rs.33,65,000 have
 since been repaid / renewed upto 14th June, 2008. The current scheme of
 fixed deposits is proposed to be renewed.
 
 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(l)(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., 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 (1-B) 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
 
 M/s. Ramanath Iyer & Co., Cost Accountants, the cost auditors for
 conducting the cost audit for the financial year 2007-08 were appointed
 by the board of directors subject to approval of Central Government,
 which was received vide Central Governments letter dated 13th
 November, 2007.
 
 The board of directors has re-appointed M/s. Ramanath Iyer & Co., cost
 accountants, the cost auditors for conducting the cost audit for the
 financial year 2008-09 subject to approval of the Central Government.
 Application for approval of the Central Government for re-appointment
 is being made.
 
 Directors
 
 Sh. V.S. Jain and Sh. B.D. Gupta have resigned from the Board of
 directors of the company with effect from 26th October, 2007 and 19th
 June, 2008 respectively. The board places on record its appreciation
 for the valuable contribution of Sh. V.S. Jain and Sh. B.D. Gupta.
 
 The Board of director has appointed Sh. Arvind Parakh as additional
 director and elevated him as Director - Strategy & Business Development
 with effect from 21st January, 2008.
 
 The Board of directors has also re-appointed Sh. R.G. Garg, Sh.
 Rajinder Parkash and Sh. N.C. Mathur for a period of five years with
 effect from 23rd July, 2008.
 
 Sh. Naveen Jindal, Sh. N.C. Mathur and Sh. T.R. Sridharan, 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.
 
 Dematerialisation of Shares
 
 The members are aware that the companys 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 consistendy 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, 2008 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
 
 New Delhi                                                Savitri Jindal
 22nd July, 2008                                             Chairperson