THE MEMBERS,
 
 The Directors have pleasure in presenting the fortieth annual report
 of your Company together with the audited statement of accounts for the
 year ended 31st March, 2011.
 
 FINANCIAL RESULTS                                    (Rs. in Crore)
 
 
 PARTICULARS                                          2011      2010
 
 Interest and dividend income/ Other Income          18.66     12.02
 
 Profit before Interest, Depreciation and Tax        18.17     11.25
 
 Provision for Income Tax                             2.45      2.04
 
 Provision / (Assets) for Deferred Tax                0.08      0.10
 
 Net Profit / (Loss) after Tax                       15.64      9.11
 
 Add/(Less): Surplus brought forward                 39.51     32.22
 
 Profit/ (Loss) available for appropriation          55.15     41.33
 
 Transfer to Statutory Reserve                        3.13      1.82
 
 Balance carried to Balance Sheet                    52.02     39.51
 
 FINANCIAL, OPERATIONAL REVIEW & FUTURE PROSPECTS
 
 During the year ended 31st March, 2011, the Income of the Company by
 way of dividend, interest and other income has gone up by around 55.24%
 at Rs. 18.66 crore as compared to Rs. 12.02 crore during the previous
 year.  Profit before interest, depreciation and tax stood at Rs. 18.17
 crore as compared to Rs. 11.25 crore during previous year.  Net Profit
 after tax has gone up by around 71.68% at Rs. 15.64 crore as compared
 to Rs. 9.11 crore during the previous year.
 
 An amount of Rs. 3.13 crore was transferred to Statutory Reserve Fund
 pursuant to Section 45-IC of the Reserve Bank of India Act, 1934,
 during the financial year under review.
 
 Your company holds significant investments in equity shares of steel
 manufacturing companies of O.P. Jindal group. The financial year under
 review witnessed improvement in the performance of most of the Investee
 companies. The growth in Steel Sector in India is likely to sustain in
 coming years, therefore, the performance of the Investee Companies is
 also expected to improve in the ensuing years. The development in
 Architectural, Building and Construction sector being undertaken in
 India is also expected to give a further boost to the Steel industry
 and your Company is looking forward for a sustainable growth in its
 Investee Companies in the coming years which would enhance the
 shareholders'' value.
 
 DIVIDEND
 
 The directors have not recommended declaration of any dividend on
 equity shares for the year ended 31st March, 2011 in order to conserve
 the resources for future years.
 
 PAYMENT OF LISTING FEE
 
 The equity shares of your company are presently listed on Bombay Stock
 Exchange Limited, Mumbai (BSE) and National Stock Exchange of India
 Limited, Mumbai (NSE).  The annual listing fee for the year 2011-12 has
 been paid to both the stock exchanges where the equity shares of your
 company are listed.
 
 CONSOLIDATED FINANCIAL STATEMENTS
 
 As required under clause 32 of the listing agreements with the stock
 exchanges, audited consolidated financial statements form part of the
 Annual Report.
 
 FIXED DEPOSIT
 
 The company has not accepted any deposit from the public. Hence, no
 information is required to be appended to this report.
 
 RESERVE BANK OF INDIA GUIDELINES
 
 Your company has duly complied with all applicable rules, regulations
 and guidelines issued by Reserve Bank of India for NBFCs from time to
 time.
 
 Pursuant to the Non-Banking Financial (Non-Deposit Accepting or
 Holding) Companies Prudential Norms (Reserve Bank) Directions, 2007,
 issued by RBI, your company is a Systematically Important Non-Deposit
 Taking Non-Banking Financial Company having an asset size of more than
 Rs. 100 crore.
 
 DIRECTORS
 
 Mr. Rakesh Garg, Director, will retire at the annual general meeting by
 rotation and, being eligible, offers himself for re-appointment.
 
 Brief resume of Mr. Rakesh Garg, nature of his expertise in specific
 functional areas and names of companies in which he holds the
 directorship and the membership/ chairmanship of committees of the
 board, as stipulated under clause 49 of the listing agreement with the
 stock exchanges, appear in the Notice of annual general meeting, which
 forms part of this annual report.
 
 AUDITORS
 
 M/s. N.C. Aggarwal & Co., Statutory Auditors of the company retire at
 the conclusion of ensuing annual general meeting. The company has
 received intimation from them to the effect that their appointment, if
 made, would be within the limit prescribed under section 224(1B) of the
 Companies Act, 1956. Accordingly, they are proposed to be re-appointed
 as Statutory Auditors of the company for the year 2011-12.
 
 The notes to the accounts referred to in the Auditors'' Report are
 self-explanatory and, therefore, do not call for any further comments.
 
 PARTICULARS REGARDING THE CONSERVATION OF ENERGY, TECHNOLOGY
 ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
 
 Since the company is not engaged in any manufacturing activity,
 particulars under section 217(1)(e) of the Companies Act, 1956
 regarding conservation of energy, technology absorption are not
 available.
 
 Foreign exchange earnings : Nil
 
 Foreign exchange outgo : Nil
 
 PARTICULARS OF EMPLOYEES
 
 During the year ended 31st March 2011, the company has not paid any
 remuneration attracting the provisions of Companies (Particulars of
 Employees) Rules, 1975 read with section 217(2A) of the Companies Act,
 1956.  Hence no information is required to be appended to this report
 in this regard.
 
 SUBSIDIARY COMPANIES
 
 The company has four subsidiaries namely Jindal Holdings Limited,
 Jindal Steel & Alloys Limited, Jindal Stainless (Mauritius) Limited and
 Massillon Stainless Inc., USA.
 
 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
 registered office of the company to obtain the copy of the annual
 report of the subsidiary companies.
 
 DEMATERIALISATION OF SHARES
 
 The members, those who have not yet dematerialised their shares, are
 advised to get their shares dematerialised as trading of the shares is
 permissible in the demat 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:
 
 (a) that in the preparation of the annual accounts for the financial
 year ended 31st March, 2011, the applicable accounting standards have
 been followed alongwith proper explanation relating to material
 departures;
 
 (b) that the directors have selected such accounting policies and
 applied them consistently and made judgements 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 or loss of the company for the year under review;
 
 (c) that 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;
 
 (d) that the directors have prepared the accounts for the financial
 year ended 31st March, 2011 on a ''going concern'' basis.
 
 CORPORATE GOVERNANCE
 
 A separate report on corporate governance and a certificate from
 statutory auditors regarding compliance of conditions of corporate
 governance as stipulated under clause 49 of the listing agreement with
 the stock exchanges form part of the annual report.
 
 MANAGEMENT DISCUSSION AND ANALYSIS REPORT
 
 Management Discussion and Analysis Report as required under clause 49
 of the listing agreements with the stock exchanges is enclosed with
 this report.
 
 ACKNOWLEDGEMENT
 
 Your directors would like to place on record their deep sense of
 appreciation for the continued assistance and co-operation by the
 Reserve Bank of India, other banks, Central and State Governments,
 SEBI, Stock Exchanges, all regulatory bodies and the shareholders
 during the year under review.
 
                     For and on behalf of the Board of directors
 
                     Mahender Kumar Goel            Rajinder Parkash
 
                     Executive Director & C.E.O.    Director
 
 Place : Hisar
 
 Date : 30th May, 2011