BSE LiveAug 14, 12:20
Bid Price (Qty.)
Offer Price (Qty.)
NSE LiveAug 14, 12:20
Bid Price (Qty.)
Offer Price (Qty.)
The Directors are pleased to present the 33rd Annual Report along with Audited Financial Statements of the Company for the year ended 31st March, 2018.
1 FINANCIAL RESULTS
Year ended March 31, 2018
Year ended March 31, 2017
Revenue from Operations
Profit before finance cost, depreciation, exceptional items and tax
Depreciation and amortisation expense
Profit before tax
Profit after tax
Other Comprehensive Income
Items that will not be reclassified to profit and loss
Total Comprehensive Income for the year
2. REVIEW OF OPERATIONS
The Financial Year 2017-18 has registered increase in production and sales volumes as compared to previous financial year. The total pipe production (including pig iron) during 2017-18 was ~ 11,83,800 MT (including ~ 79,670 MT pipes produced on job work) as compared to ~ 10,51,800 MT (including ~ 1,56,500 MT pipes produced on job work) during 2016-17. The annual pellet production during 2017-18 was 13.50 lakhs MT as compared to 12 lakhs MT during 2016-17.
During financial year 2017-18, the Company has sold (including pig iron) ~ 11,71,973 MT (including ~ 79,670 MT pipes produced on job work) as compared to ~ 10,40,000 MT (including ~ 1,56,000 MT pipes produced on job work) during 2016-17 and thus recorded ~ 13% growth in sales volumes in 2017-18.
Saw Pipe Strategic Business Unit: During the financial year 2017-18, the Company produced ~ 5,73,100 MT of pipes (including ~ 79,670 MT pipes produced on job work) as compared to previous year ~ 5,27,000 MT (including job work of 1,56,000 MT) registering a quantitative growth of ~ 8.75% on YoY basis.
The Company has sold ~ 5,30,360 MT (including ~ 79,670 MT on job work) of Saw pipes as compared to previous year ~ 5,35,300 MT (including ~ 1,56,500 MT on job work).
The status of orders booked as on 31st March, 2018 was ~ 5,40,000 MT including job work orders for ~ 67,000 MT.
DI and Pig Iron Strategic Business Unit: Operations in this segment were in line with the planned production in the financial year 2017-18. The Company has produced 4,43,700 lakhs MT of DI Pipe & Pig Iron in financial year 2017-18 as compared to ~ 4,28,000 MT in financial year 2016-17.
The Company has sold ~ 4,73,400 lakhs MT of DI Pipe & Pig Iron in financial year 2017-18 as compared to ~ 4,06,500 MT in financial year 2016-17.
The order book status is quite comfortable at ~ 3,69,000 MT approx.
Seamless Strategic Business Unit: The production of seamless pipes during financial year 2017-18 was ~ 1,67,000 MT as compared to ~ 97,000 MT during financial year 2016-17. There is growth of 72% on YoY basis.
Sale of seamless pipes during financial year 2017-18 was ~1,68,100 MT as compared to ~ 98,200 MT during financial year 2016-17.
Introduction of anti-dumping measures have improved the domestic demand of seamless pipe. The Company has adopted a strategy of diversification in product portfolio and has started catering to niche/premium segment e.g. T91, 13 chrome and ball bearing industry, etc. The strategy has already started yielding results.
Current order book stands at ~ 36,000 MT which gives an improved visibility for 2018-19.
Iron Ore Mines and Pellet Strategic Business Unit: During 2017-18, the Company has maintained its production levels at ~ 100 % capacity and produced ~ 1.3 million MT pellet. The Company has worked very hard in terms of cost reduction and improvement in operational efficiency which has resulted in improvement in profitability in pellet segment. The current order book stands at ~ 52,000 MT.
Oceangoing waterways: During 2017-18, company has sold remaining two vessels of Ocean business and the segment has been discontinued.
The Board has, subject to the approval of members at the ensuing annual general meeting, recommended a dividend of Rs.1.2 per equity share of Rs.2/- for the year ended 31st March, 2018. The Board’s recommendation for a stable and steady dividend is linked to Company’s long term requirements of funds for meeting the working capital needs, capital expenditures for its growth plans & modernization and to finance such plans by retaining back the profits.
4. TRANSFER TO RESERVES
Your Board has proposed to transfer Rs.358 lakhs to Debenture Redemption Reserve. On redemption of debentures the proportionate Debenture Redemption Reserve of Rs.2,500 lakhs was transferred to General Reserve.
5. SHARE CAPITAL
There is no change during the year 2017-18 in the paid up equity share capital of the Company.
6. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis, as stipulated under Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forming part of this report has been given under separate section.
9. CONSOLIDATED FINANCIAL STATEMENTS
Audited annual consolidated financial statements forming part of the annual report have been prepared in accordance with Companies Act, 2013, Indian Accounting Standards (Ind AS) 110- ‘Consolidated Financial Statements’ and Indian Accounting Standards (Ind AS) 28 -Investments in Associates and Joint Ventures’, notified under Section 133 of Companies Act, 2013 read with Companies (Indian Accounting Standards) Rules, 2015 and as amended from time to time.
10. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES
As on 31st March, 2018 Company has 10 direct subsidiaries, 16 indirect subsidiaries and 1 associate. The Board of Directors reviewed the affairs of the subsidiaries. During the year under review the Company had purchased balance 49% shareholding (i.e. 24,500 equity shares of Rs.10/- each) in Quality Iron and Steel Limited. Accordingly, Quality Iron and Steel Limited become a wholly owned subsidiary of the Company.
Further, In accordance with Section 129(3) of the Companies Act, 2013, the consolidated financial statements of the Company and its subsidiaries along with a statement containing the salient features of the financial statements of Company’s subsidiaries in Form AOC 1 forms part of annual report. The statement also provides the details of performance, financial positions of each of the subsidiaries.
As per the provisions of Section 136 of the Companies Act, 2013, the audited financial statements, including the consolidated financial statements and other related information of the Company and audited financial statements of each of its subsidiaries, are available on our website www.jindalsaw.com. These documents will also be available for inspection during business hours at our registered office till date of annual general meeting.
The policy for determining material subsidiaries as approved may be accessed on the Company’s website at the link: http://www.jindalsaw.com/pdf/POLICY-FOR-DETERMININ G-MATERIAL-SUBSIDIARIES.pdf
11. DIRECTORS’ RESPONSIBILITY STATEMENT
Pursuant to the requirement under section 134 of the Companies Act, 2013 with respect to Directors’ Responsibility Statement, it is hereby confirmed by the Board of Directors: -
a. that in the preparation of the annual accounts for the financial year ended 31st March, 2018, the Indian Accounting Standards (Ind AS) has been followed along with proper explanation relating to material departures;
b. that they had selected such accounting policies and applied them consistently and made judgments and estimates that were 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 ended on that period.
c. that they had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d. that they had prepared the accounts for the financial year ended 31st March, 2018 on a ‘going concern’ basis.
e. that they had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and
f. that they had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.
12. DIRECTORS AND KEY MANAGERIAL PERSONNEL
Ms. Sminu Jindal, Managing Director (DIN: 00005317) and Shri Neeraj Kumar, Group CEO and Whole-time Director (DIN: 01776688) of the Company, retire by rotation and, being eligible, offer themselves for re-appointment.
As per section 134(3)(q) of the Companies Act, 2013 read with rule 8(5) of the Companies (Accounts) Rules 2014, details of Directors or Key Managerial Personnel who was re-appointed during the year is given below:-
Shri Neeraj Kumar, Group CEO and Whole-time Director (DIN: 01776688) has been re-appointed as Group CEO and Whole-time Director of the Company for a further period of 5 years w.e.f. 1st July, 2018 by the Board of Directors subject to approval of the shareholders.
POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION
The Nomination and Remuneration Committee selects the candidate to be appointed as the Director on the basis of the needs and enhancing the competencies of the Board of the Company.
The current policy is to have a balance of executive and non-executive Independent Directors to maintain the independence of the Board and to separate its functions of governance and management. The composition of Board of Directors during the year ended 31st March, 2018 are in conformity with Regulation 17 of the SEBI (Listing Obligations and Disclosures Requirements) Regulations 2015 (SEBI Listing Regulations) read with Section 149 of the Companies Act, 2013.
The policy of the Company on directors’ appointment, including criteria for determining qualifications, positive attributes, independence of a director and other matters, as required under sub-section (3) of Section 178 of the Companies Act, 2013 and the remuneration paid to the directors are governed by the Nomination and Remuneration Policy of the Company.
13. DECLARATION BY INDEPENDENT DIRECTORS
The Company has received Declaration of Independence from all Independent Directors as stipulated under Section 149(7) of the Companies Act, 2013 and Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, confirming that they meet the criteria of Independence.
14. BOARD EVALUATION
The Company has devised a Policy for Performance Evaluation of Independent Directors, Board, Committees and other Directors which includes criteria for performance evaluation of the non-executive directors and executive directors under section 178(1) of the Companies Act, 2013. This may be accessed on the Company’s website at the link: http://www.jindalsaw.com /pdf/Criteia%20for%20Pe rformance%20Evaluation.pdf
On the basis of the Policy for Performance Evaluation of Independent Directors, Board, Committees and other Directors, a process of evaluation was followed by the Board for its own performance and that of its committees and individual Directors. The details of the same have been given in the report on Corporate Governance annexed hereto.
The details of programme for familiarization of Independent Directors, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company and related matters have been uploded on the website of the Company at the link: http://www.jindalsaw.com/pdf/ Familiarization-Programme-of-Independent-Directors-of-J indal-Saw-Limited.pdf
15. CORPORATE GOVERNANCE
The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirement set out by SEBI (Listing Obligations and Disclosures Requirements) Regulation, 2015. The report on Corporate Governance as stipulated under the Listing Agreement forms an integral part of this Report. The requisite certificate from the M/s S.K. Gupta & Company, Company Secretaries confirming compliance with the conditions of corporate governance is attached with the report on Corporate Governance.
16. CREDIT RATING
The credit rating of your Company for long term borrowings has been upgraded to “CARE AA-” (positive outlook) revised from “CARE A( )” and for short-term borrowings has been reaffirmed as “CARE A1( )”, by Credit Analysis & Research Limited (‘CARE’) on November 24, 2017.
17. CONTRACTS AND ARRANGEMENT WITH RELATED PARTIES
All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm’s length basis. During the year, the Company had not entered into any material contract / arrangement / transaction with related parties.
The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Company’s website at the link: http://www.jindalsaw.com/pdf/140_Download _RELATEDPARTYTRANSACTIONPOLICY.pdf
Your Directors draw attention of the members to Note 45 to the financial statement which sets out related party disclosures.
18. CORPORATE SOCIAL RESPONSIBILTY (CSR)
The Company has its Corporate Social Responsibility Policy (CSR Policy), which can be accessed on the Company’s website at http://www.jindalsaw.com/pdf/ Jindal-SAW-CSR-Policy.pdf.
The key philosophy of all CSR initiatives of the Company is driven by core value of inclusion. Pursuant to CSR Policy various activities were recommended by the CSR Committee to the Board, which were undertaken by the Company. During the year the Company spent Rs.756.02 lakhs on CSR activities. A report on CSR activities is annexed herewith as Annexure 1.
The Management had, initially at the beginning of the financial year, estimated / budgeted the amount to be spent on the CSR activities in the range of Rs.710 lakh to Rs.760 lakh. However, based on the financial results for the year the amount required to be spent on CSR activities was calculated at Rs.920.64 lakh. Thus, an amount of Rs.164.62 lakh is remaining to be spent on above activities for the financial year ended 31st March, 2018. The Management is in process of finalisation of the suitable project(s) and this amount along with the budgeted amount for the current year will be spent on CSR activities during present financial year.
19. RISK MANAGEMENT
During the year, your Directors constituted a Risk Management Committee which has been entrusted with the responsibility to assist the Board in (a) overseeing and approving the Company’s enterprise wide risk management framework; and (b) identifying and assessing that all the risks that the organization faces such as strategic, financial, credit, market, liquidity, security, property, IT, legal, regulatory, reputational and other risks and to ensure that there is an adequate risk management infrastructure in place capable of addressing those risks. The Risk Management Policy was reviewed and approved by the Committee.
The Company manages, monitors and reports on the principal risks and uncertainties that can impact its ability to achieve its strategic objectives. The Company’s management systems, organisational structures, processes, standards, code of conduct and behaviours together form the Management System that governs how the Company conducts the business and manages associated risks.
20. INTERNAL CONTROL AND INTERNAL AUDIT SYSTEM AND THEIR ADEQUACY
The company has developed and implemented a robust system and framework of internal controls commensurate with the size, scale and complexity of its operations. The framework has been designed to provide reasonable assurance related to financial and operational information, to comply with the applicable laws and to safeguard the assets of the company. This framework contains Entity Level Controls as well as Business Process Controls. The operating effectiveness and adequacy of these controls are periodically tested and validated. The internal control systems are evaluated with respect to their compliance with operating systems and policies of the company across all locations.
Your Company uses the latest technology for efficient and effective operation which are the prime components of adequate internal control. SAP is extensively used to standardised the process and internal control across the company
The Company has a well-defined Delegation of Power with authority limits for approving revenue and capex expenditure.
Your Company believe in zero tolerance towards statutory compliance. The Company has a strong online legal compliance management system and it is regularly monitored for compliance.
The Company has a strong and independent Internal Audit (IA) department. The scope and authority of the IA function is defined in the Internal Audit Charter approved by the Audit Committee. Every year, the IA department conducts Internal Audit as per Annual Internal Audit plan prepared based on risk assessment. This risk-based annual internal audit plan is duly approved by the Audit Committee.
The IA department comprises of In-House Internal Auditors and Outsourced internal auditors. In-house auditors consist of professionally qualified accountants, engineers and SAP experienced executives. We had appointed Deloitte Haskins & Sells LLP to carry out the Internal Audit of the company. Outsourced auditor are using subject matter experts specialists to carry out risk-based audits across all locations, thereby enabling the identification of areas where risk management processes may need to be strengthened. Significant audit observations and corrective action plans are presented to the Audit Committee. The Audit Committee of the Board of Directors regularly reviews the adequacy & effectiveness of Internal Audit and implementation of the recommendation including company’s risk management policies & system.
The Company has made a high standard of ethics and has an operative Whistle Blower Mechanism for reporting any act which are not in line with our policy, code of conduct and ethics. A designated authority monitored the cases reported for proper redressal.
21. SECRETARIAL STANDARDS
The Directors state that applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to ‘Meetings of the Board of Directors’ and ‘General Meetings’, respectively, have been duly followed by the Company.
22. AUDITORS & THEIR REPORT STATUTORY AUDITORS
The members of the Company had appointed Price Waterhouse Chartered Accountants LLP as Statutory Auditors of the Company for a term of 5 (five) consecutive years from conclusion of 32nd Annual General Meeting until the conclusion of 37th Annual General Meeting. The Price Waterhouse Chartered Accountant LLP have confirmed that they are not disqualified from continuing as Auditors of the Company.
Auditors’ remarks in their report read with the notes to accounts referred to by them are self-explanatory. There have been no fraud reported by the Statutory Auditors of the Company.
The Board had appointed Shri S. K. Gupta of M/s. S. K. Gupta & Co., Company Secretaries, to conduct Secretarial Audit of the Company for the financial year 2017-18. The Secretarial Audit Report for the financial year ended 31st March, 2018 is annexed herewith marked as Annexure 2 to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark. EXPLANATIONS OR COMMENTS BY THE BOARD ON EVERY QUALIFICATION, RESERVATION OR ADVERSE REMARK OR DISCLAIMER MADE
i. Auditors’ Report
There have been no fraud, qualification, reservation or adverse remark reported by the Statutory Auditors of the Company.
ii. Secretarial Auditor’s Report
There are no qualification, reservation or adverse remark reported by the Secretarial Auditors in their report.
Pursuant to Section 148 of the Companies Act, 2013 read with rules made thereunder, the Board, has re-appointed M/s. R. J. Goel & Co., Cost Accountants (Registration No. 000026), to audit the Cost Accounts of the Company for the year ending 31st March, 2019. Further, their remuneration will be subject to ratification by shareholders. The Company has submitted Cost Audit Report and other documents for the year ended 31st March, 2017 with the Central Government by filing Form CRA-4 vide SRN G51441772 dated 28th August, 2017.
The cost records as specified by Central Government under sub-section (1) of section 148 of Companies Act, 2013, are made and maintained.
MEETINGS OF THE BOARD
During the year under review, the Board of Director of the Company met 4 (Four) times on 29th May, 2017, 3rd August, 2017, 7th November, 2017 and 24th January, 2018. The composition of Board of Directors during the year ended 31st March, 2018 is in conformity with Regulation 17 of the SEBI (Listing Obligations and Disclosures Requirements) Regulations 2015 (SEBI Listing Regulations) read with Section 149 of the Companies Act, 2013. For further details, please refer Report on Corporate Governance attached to this Annual Report.
As on 31st March, 2018 the Audit Committee comprised of 5 Independent Directors and 1 Executive Director as its members. The Chairman of the Committee is an Independent Director. The Members possess adequate knowledge of accounts, audit, finance, etc. The composition of the Audit Committee is in conformity with requirements as per the Section 177 of the Companies Act, 2013 and Regulation 18 of the Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015.
During the year ended 31st March, 2018, the Committee met 4 (four) times on 29th May, 2017, 3rd August, 2017, 7th November, 2017 and 24th January, 2018. For further details, please refer Report on Corporate Governance attached to this Annual Report.
NOMINATION AND REMUNERATION COMMITTEE
As on 31st March, 2018, the Nomination and Remuneration Committee comprised of 3 Independent Directors. The Chairman of the Committee is an Independent Director. The Composition of the Nomination and Remuneration Committee is in conformity with requirements of section 178 the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
During the year ended 31st March, 2018 the Committee met 2 (twice) on 29th May, 2017 and 3rd August, 2017. For further details, please refer Report on Corporate Governance attached to this Annual Report.
CORPORATE SOCIAL RESPONSIBILITY COMMITTEE (CSR COMMITTEE)
As on 31st March, 2018, the CSR Committee comprised of Dr. Raj Kamal Agarwal, Independent Director, as Chairman and Ms. Sminu Jindal, Managing Director and Shri Neeraj Kumar, Group CEO & Whole-time Director as other members. The Composition of the CSR Committee is in conformity with requirements of the Companies Act, 2013. During the year ended 31st March, 2018 the Committee met 1 (once) on 30th March, 2018.
The Vigil Mechanism of the Company, which also incorporates a whistle blower policy in terms of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. As per the said policy the protected disclosures can be made by a whistle blower through an e-mail, or a letter to the Compliance Officer or Group CEO & Whole-time Director or to the Chairman of the Audit Committee.
The Policy on vigil mechanism and whistle blower may be accessed on the Company’s website at the link: http:// www.jindalsaw.com/pdf/vigil-mechanism-policy.pdf
PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED
Particulars of loans given, investments made, guarantees given and securities provided along with the purpose for which the loan or guarantee or security were proposed to be utilized by the recipient are provided in the standalone financial statements (Please refer to Notes 7, 9, 17 & 46 to the standalone financial statements).
PARTICULARS REGARDING CONSERVATION OF ENERGY, ETC.
Information pursuant to the provision of Section 134 of Companies Act, 2013 read with the rule 8 of Companies (Accounts) Rules, 2014 regarding conservation of energy, technology absorption and foreign exchange earnings and outgo are given in the statement annexed hereto as Annexure 3.
Extract of Annual Return of the Company is annexed herewith as Annexure 4.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
In terms of the provisions of Section 197(12) of the Act read with rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules are provided as Annexure 5.
Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided as Annexure 6.
BUSINESS RESPONSIBILITY REPORT
As per Regulation 34(f) of SEBI (Listing Obligations and Disclosures Requirement) Regulations 2015, the Annual Report shall contain business responsibility report (BRR) describing the initiatives taken by the Company from environmental, social and governance perspective. Having regard to the green initiative, the BRR is made available on the Company’s website at www.jindalsaw.com.
24. PUBLIC DEPOSITS
During the year ended 31st March, 2018, the Company had not accepted any public deposits and no amount on account of principal or interest on public deposits was outstanding as on 31st March, 2018.
25. ANY SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY’S OPERATIONS IN FUTURE
During the financial year there was no such significant material orders passed by the regulators or courts or tribunals impacting the going concern status and Company’s operations in future.
26. THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company has a policy for prevention of sexual harassment of women at workplace and a Committee as required. No complaint of sexual harassment was received during the year.
Your Directors express their grateful appreciation to concerned Departments of Central / State Governments, Financial Institutions & Bankers, Customers and Vendors for their continued assistance and co-operation. The Directors also wish to place on record their deep sense of appreciation for the committed services of the employees at all levels. They are also grateful for the confidence and faith that you have reposed in the Company as its member.
For and on behalf of the Board
Place : New Delhi Prithavi Raj Jindal
Date : 1st August, 2018 Chairman