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Jindal Steel & Power

BSE: 532286|NSE: JINDALSTEL|ISIN: INE749A01030|SECTOR: Steel - Sponge Iron
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Directors Report Year End : Mar '18    Mar 17

Dear Members,

The Board of Directors are pleased to present the Company’s 39th Annual Report and the Company’s audited financial statements (standalone and consolidated) for the Financial Year ended March 31, 2018.

FINANCIAL RESULTS

The Company’s financial results for the year ended March 31, 2018 is summarized below:

(Rs. in Crore)

Particulars

Standalone

Consolidated

2017-18

2016-17

2017-18

2016-17

Total Income

17,523.04

15,502.49

27,844.25

22,706.23

EBITDA

3,973.05

2,901.77

6,469.11

4,709.18

Profit/ (Loss) before tax after exceptional items

(671.78)

(1,456.98)

(1,864.05)

(3,042.90)

Less: Provision of tax

310.17

470.53

239.81

502.68

Profit/ (Loss) after tax

(361.61)

(986.45)

(1,624.24)

(2,540.22)

Balance brought forward from previous year

18,962.89

20,112.44

25,809.24

28,254.16

Surplus carried to Balance Sheet

(361.80)

(983.76)

(1,671.69)

(2,662.42)

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION AND CHANGE IN BUSINESS

There have been no material change(s) and commitment(s) affecting the financial position of the Company between the end of the financial year of the Company i.e. March 31, 2018 and the date of this Report.

There has been no change in the nature of business of the Company during the financial year ended on March 31, 2018.

PRODUCTION HIGHLIGHTS

Steel:

1) Standalone:

During FY’18, production of crude steel was 4.02 Million MT as against 3.47 Million MT in FY’17, whereas the sales of various steel products during FY’18, was 3.77 Million MT as compared to 3.35 Million MT in FY’17.

2) Consolidated:

During FY’18, production of crude steel was 5.70 Million MT, as against 4.80 Million MT in FY’17, whereas the sales of various steel products during FY’18, was 5.44 Million MT as compared to 4.65 Million MT in FY’17.

Power:

During FY’18, the power generati on increased by 9,176 MU in FY’17 to 10,905 MU in FY’18.

DIVIDEND

The Board of Directors of your Company had approved the Dividend Distribution Policy in accordance with Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), The Policy may be accessed under the corporate governance section on the website of the Company at https://www.jindalsteelpower.com/img/admin/ report/pdf/dividend_distribution_policy.pdf

The objective of this policy is to establish the parameters to be considered by the Board of Directors of your Company before declaring or recommending dividend.

The Board of Directors of your Company has not recommended any dividend during the year in view of losses.

CREDIT RATING

Your Company’s domesti c credit rati ng is “BBB- Outlook Stable” for the long-term bank facilities non-convertible debentures, and A3 for short term bank facilities rated by CARE, CRISIL and ICRA Limited.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the provisions of the Companies Act, 2013 (“the Act”), the Listing Regulati ons and Ind AS 110-Consolidated Financial Statements read with Ind AS 28-Investments in Associates & Ind AS 31-Interests in Joint Ventures, the audited consolidated financial statements are provided in the Annual Report.

SHARE CAPITAL

During FY’18, the Authorized Share Capital of your Company has been increased from Rs.200,00,00,000/- (Rupees Two Hundred Crore only) divided into 200,00,00,000 (Two Hundred Crore) equity shares of Rs.1/- (Rupee One only) each to Rs.300,00,00,000/-(Rupees Three Hundred Crore only) divided into 200,00,00,000 (Two Hundred Crore) equity shares of Rs.1/- (Rupee One only) each and 1,00,00,000 (One Crore) Preference Shares of Rs.100/- (Rupees One Hundred only) each.

Your Company has raised additional equity capital through allotment of 14,20,000 (Fourteen Lakh Twenty Thousand) equity shares of Rs.1/- (Rupee One only) each of the Company at an issue price of Rs.140.31/- (Rupees One Hundred Forty and Thirty One paisa only) each to the promoter group entity, on preferential basis and 5,15,02,145 (Five Crore Fifteen Lakh Two Thousand One Hundred and Forty Five) equity shares of Rs.1/- (Rupee One only) each of the Company at an issue price of Rs.233/- (Rupees Two Hundred and Thirty Three only) each to the various Qualified Institutional Buyers under the Qualified Institutional Placement route.

Consequent to the above, the paid up share capital of the Company has increased from Rs.91,50, 24,234/- (Rupee Ninety One Crore Fifty Lakh Twenty Four Thousand Two Hundred and Thirty Four Only) comprising of 91,50,24,234 (Ninety One Crore Fifty Lakh Twenty Four Thousand Two Hundred and Thirty Four) equity shares of Rs.1/- (Rupee One only) each to Rs.96,79,46,379/- (Rupee Ninety Six Crore Seventy Nine Lakh Forty Six Thousand Three Hundred and Seventy Nine only) comprising of 96,79,46,379 (Ninety Six Crore Seventy Nine Lakh Forty Six Thousand Three Hundred and Seventy Nine) equity shares of Rs.1/- (Rupee One only) each.

WARRANTS

During FY’18, your Company has also issued/ allotted 4,80,00,000 (Four Crore Eighty Lakhs) converti ble warrants, convertible into equal number of equity shares of the Company, at a price of Rs.140.31/- (Rupees One Hundred Forty and Thirty One paisa only) to the promoter group entity, on preferenti al basis. These convertible warrants are exercisable within a period of 18 months from the date of its allotment.

EMPLOYEE STOCK OPTION SCHEME/ EMPLOYEE SHARE PURCHASE SCHEME

In order to motivate, incentivize and reward employees, your Company instituted Employee Share Purchase Scheme namely JSPL ESPS-2013 and Employee Stock Option Scheme namely JSPL ESOP Scheme-2017.

The Nomination and Remuneration Committee monitors JSPL ESPS-2013 and JSPL ESOP Scheme-2017. JSPL ESPS-2013 and JSPL ESOP Scheme-2017 are in compliance with the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 (SEBI SBEB Regulations).

Relevant disclosures pursuant to SEBI SBEB Regulations, as on March 31, 2018 are available on the website of the Company at www.jindalsteelpower.com.

Certificates from M/s. Lodha & Co., Chartered Accountants, Statutory Auditors, with respect to the implementati on of JSPL ESPS-2013 and JSPL ESOP Scheme-2017 would be placed before the members at the ensuing Annual General Meeting (“AGM”) of the Company and copy of the same shall be available for inspection at the registered office of the Company.

NON-CONVERTIBLE DEBENTURES

The aggregate outstanding amount of Non-Convertible Debentures (NCD’s) of the Company as on March 31, 2018 was Rs.3,499.60 Crore.

During FY’18, NCD’s amounting to Rs.112.40 Crore have been redeemed and paid on due date. There is no continuing delay in servicing of NCD’s interest as on 31st March, 2018. The Company had paid all the dues including interest on NCD’s during FY’18. Necessary disclosures in this connection under Listing Regulations have been made to the Stock Exchanges where the shares of the Company are listed.

DEPOSITS

The Company has not accepted/received any deposits during the year under report falling within the ambit of Section 73 of the Act and the Companies (Acceptance of Deposits) Rules, 2014.

RELATED PARTY TRANSACTIONS

In terms of Section 188 of the Act read with rules framed thereunder and Regulation 23 of the Listing Regulations, your Company has in place Related Party Transactions Policy dealing with related party transactions. The policy may be accessed under the Corporate Governance secti on on the website of the Company at: https:// www.jindalsteelpower.com/img/admin/report/pdf/RPT_Policy.pdf

All the related party transactions that were entered and executed during the year under review were on arm’s length basis and in the ordinary course of business and within permissible framework of Secti on 188 of the Act and Rules made thereunder read with Regulation 23 of Listing Regulations. There were no materially significant related party transactions made by the Company during the year that would have required the approval of the shareholders.

The details of the transactions with the related parties are provided in the accompanying financial statements. There were no transactions during the year required to be disclosed in the Form AOC-2.

The long stop date of the securities purchase agreement entered with JSW Energy Limited for the divestment of 1000 MW (4x250 MW) thermal power plant of Jindal Power Limited, a subsidiary company, located at Village Tamnar, District Raigarh, Chhaffisgarh has been extended upto June 30, 2019.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Details of Loans, Guarantees, Securities and Investments covered under the provisions of Secti on 186 of the Act are given in the notes to Financial Statements.

SUBSIDIARIES, ASSOCIATE AND JOINT VENTURE COMPANIES

Your Company follows its global ambition to build a premium brand name for its quality steel solutions, expertise and with a view of expansion and diversification; it has created subsidiary(ies), associate and joint venture companies for facilitating these operations in various countries.

A separate statement containing salient features of Financial Statements of subsidiary(ies), associate and joint venture companies in terms of Section 129 of the Act is provided in the Consolidated Financial Statements.

The name of companies which have become or ceased to be subsidiary(ies) or joint venture or associate companies have been mentioned in the notes to the accounts.

The financial statements of subsidiary companies are kept open for inspection by the shareholders at the registered office of the Company during business hours on all days except in Saturdays, Sundays and in public holidays upto the date of the AGM as required under Section 136 of the Act. Any member desirous of obtaining a copy of the said financial statements may write to the Company at its Registered Office or Corporate Office.

The audited financial statements including the consolidated financial statements and all other documents required to be attached thereto and financial statements of each of the subsidiaries have been uploaded on the website of your Company at www.jindalsteelpower.com.

Your Company has framed a policy for determining “Material Subsidiary” in terms of Regulation 16(c) of Listing Regulations. The policy may be accessed under the Corporate Governance section on the website of the Company at: https://www.jindalsteelpower. com/img/admin/report/pdf/Policy_on_determining_material_ subsidiary.pdf

The details of business operations / performance of major subsidiaries are as below:

JINDAL POWER LIMITED

Jindal Power Limited, a subsidiary company (JPL) is operating 3,400 MW (4x250 MW and 4X600 MW) thermal power plant at Tamnar, Chhattisgarh.

During the year under review:

- 1000 MW (4x250 MW) power plant generated 4,221 million units of power.

- 600 MW of the 2,400 MW (4X600 MW) power plant generated 6,684 million units of power.

The 258 km, 400 kV double-circuit transmission line is being used as an interstate transmission line belonging to the Western Region Interstate Transmission System. The Central Electricity Regulatory Commission has granted a transmission license to the JPL for carrying on business activity and has fixed provisional tariff for its use. During FY’18, JPL has earned transmission income of Rs.45.44 Crore from this line.

Total revenue of JPL during FY’18, was Rs.4,358.30 Crore and loss after tax was Rs.673.29 Crore.

JINDAL SHADEED IRON & STEEL LLC, OMAN

Jindal Shadeed Iron & Steel LLC, Oman, a subsidiary of Jindal Steel & Power Ltd. production jumped by 26% in FY 18 (y-o-y). It produced 1.67 Mt of steel during FY18, as against 1.33 Mt FY17. Value added products like Rebar and Round production jumped by 114% and 144% respectively. The Rebar sales jumped by 117% during FY’18 (to 973 K MT), round sales also jumped by 143% during FY’18 (to 349 K MT) It has recorded sales of Rs.5,686.54 Crore and earned a profit after tax of Rs.832.03 Crore in the Financial Year 2017-18.

With a view to ensure availability of coal and other raw materials, the Company has, through its other subsidiaries, acquired exploration / mining interests in Botswana, Indonesia, Madagascar, Namibia, Liberia, Mauritania, Zambia and Tanzania.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Directors:

Dr. Amar Singh and Mr. Kuldip Chander Sood were appointed as Additi onal Directors in the category of Independent Director w.e.f. April 25, 2017. The Shareholders of the Company at the AGM held on September 22, 2017, approved their appointment in the category of Independent Director for a period of three years effective from April 25, 2017.

Mr. Kulip Chander Sood ceased to be the Director of the Company consequent to his demise on December 2, 2017 and Dr. Amar Singh resigned from the directorship due to his personal grounds w.e.f. May 2, 2018.

Mr. Pradyumna Singh Dubey, was appointed as Nominee Director of IDBI Bank Limited w.e.f. October 3, 2017 in place of Mr. Deepak Sood, who resigned from the office of Director w.e.f. August 10, 2017 consequent to withdrawal of Nomination by IDBI Bank Limited. Mr. Pradyumna Singh Dubey also resigned from the directorship due to his personal grounds w.e.f. May 2, 2018.

The Shareholders of the Company, at the AGM held on September 22, 2017, also approved the re-appointment of Mr. Naveen Jindal as the Wholeti me Director designated as Chairman, Mr. Dinesh Kumar Saraogi and Mr. Rajeev Bhadauria as Wholetime Directors of the Company for a period of 3 years w.e.f. October 1, 2017, November 9, 2017 and May 27, 2018 respectively and appointment of Mr. Anjan Barua, Nominee Director of State Bank of India and Mr. Deepak Sood, Nominee Director of IDBI Bank Limited, who were appointed as Additional Director’s by the Board, as Directors of the Company.

Upon completion of 5 year term, Mr. Ravi Uppal, ceased to be in the office of Managing Director and Group CEO w.e.f. September 30, 2017.

In accordance with the provisions of Section 152 of the Act and in terms of the Articles of Association of the Company, Mr. Dinesh Kumar Saraogi is retiring by rotation at the ensuing AGM and is eligible, for re-appointment.

Your Board recommends the re-appointment of Mr. Dinesh Kumar Saraogi. The parti culars in respect of Mr. Dinesh Kumar Saraogi as required under Regulation 36(3) of Listing Regulations, are mentioned elsewhere in the Notice of AGM.

Key Managerial Personnel:

During the period under review:

i. Mr. Jagadish Patrra, appointed as Vice President & Company Secretary w.e.f. August 8, 2017 to fill the vacancy caused by the resignation of Mr. Murli Manohar Purohit.

ii. Mr. Deepak Sogani, was appointed as Chief Financial Officer of the Company w.e.f. December 19, 2017 to fill the vacancy caused by the resignation of Mr. Rajesh Bhatia.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received declarati ons from each Independent Directors that they meet the criteria of independence prescribed under Secti on 149 read with Schedule IV of the Act and rules made thereunder, as well as Regulati on 16(1)(b) of the Listing Regulations. The Board considered the independence of each of the Independent Director in terms of above provisions and is of the view that they fulfill/meet the criteria of independence.

MEETINGS OF THE BOARD AND COMMITTEES

The Board of Directors met 9 (Nine) times during the period under review. The details of number of meetings of the Board and various Committees of your Company are set out in the Corporate Governance Report which forms part of this report.

SECRETARIAL STANDARDS

The Directors state that applicable secretarial standards i.e. SS-1 and SS-2, relating to meetings of the board of the directors and general meetings, have been duly followed by the Company.

REMUNERATION POLICY

In accordance with the provisions of Section 178 of the Act and Part D of Schedule II of the Listing Regulations, the policy on Nomination and Remuneration of Directors, KMPs and Senior Management of your Company is uploaded on the website of the Company and may be accessed under the Corporate Governance section at: https://www.jindalsteelpower.com/img/admin/report/ pdf/ Remuneration_Policy.pdf

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, as amended, a statement showing the names and other particulars of the employees drawing remunerati on in excess of the limits set out in the said rules and the disclosures relating to remuneration and other details required under the provisions of Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure-A to this report.

STATUTORY AUDITORS

M/s Lodha & Co., Chartered Accountants (ICAI Firm Registration No. 301051E), New Delhi, were appointed as the Statutory Auditors for a period of 5 years from the conclusion of 37th AGM till the conclusion of 42nd AGM of the Company, subject to ratification at each AGM by the shareholders of the Company.

Provisions of sub section 1 of the Section 139 of the Act provided that the appointment of Statutory Auditors shall be ratified at the each AGM of the Company. Ministry of Corporate Affairs vide its notification dated May 7, 2018, appointed May 7, 2018, as the date of the Commencement of the provisions of Section 40 of the Companies (Amendment) Act, 2017 and accordingly, omitted the proviso to sub-section 1 of the Section 139 of the Act. Therefore, the appointment of Statutory Auditors need not to be ratified at every AGM. The Statutory Auditors have confirmed that they are not disqualified from continuing as the auditor of the Company.

Explanations on qualification, reservation or adverse remark by the Statutory Auditors:

A) During the Financial Year 2014-15, the Hon’ble Supreme Court vide its judgement dated August 25, 2014 read with its order dated September 24, 2014 had cancelled the allocation of certain Coal Blocks, which were allotted from year 1993 onwards through Screening Committee. The Hon’ble Supreme Court also directed the Coal Block allottees to pay an additional levy of Rs.295 per MT on the coal extracted from the operational mines. The Hon’ble Supreme Court of India declined to review the petitions filed by the Company and its subsidiary company JPL against the order challenging cancellation of coal blocks and imposing additional levy of Rs.295 per MT on coal extracted with retrospective effect.

In the meanwhile, the Company has paid Rs.3,267.43 Crore (including Rs.1,185.20 Crore paid by its subsidiary company JPL) under protest on the Run of Mine coal extracted from the operational mines right from the commencement of coal mining operations till March 31, 2015. Out of the said amount, on the basis of the legal advice obtained by the Company that additi onal levy of Rs.295 per MT is payable only on coal extracted and is not payable on shale, rejects and ungraded middlings, an amount of Rs.1,911.64 Crore (including Rs.1,103.87 Crore related to its subsidiary company JPL) computed on coal extracted excluding shale, rejects and ungraded middlings has been shown as an exceptional item in the Statement of Profit and Loss. The balance amount of Rs.1,355.79 Crore (including Rs.81.33 Crore related to its subsidiary Company JPL) being additional levy of Rs.295 per MT on shale, rejects and ungraded middlings has, accordingly, been shown as recoverable.

The Board of the Company, based on the legal advice, is sanguine of obtaining appropriate relief in respect of the same.

B) The Board is of the view that as of now there is no requirement for adjustment to the carrying value of investment made in mining assets by the Company and difference, if any shall be accounted for when the matter is finally settled.

SECRETARIAL AUDITORS

M/s RSMV & Co., Company Secretaries, New Delhi (CP No. 11571) were appointed to conduct the Secretarial Audit for the financial year 2017-18 The Secretarial Audit Report is annexed herewith as Annexure-B to this Report.

The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer.

COST AUDITORS

In terms of sub-section (1) of Section 148 of the Act read with Companies (Cost Records and Audit) Rules, 2014, as amended from time to time, the Company is required to maintain the cost records and accordingly such accounts and records are made and maintained.

M/s Ramanath Iyer & Co., (FRN 000019), Cost Accountants, were appointed as the Cost Auditors of the Company for auditing the cost records of the Company for the financial year 2018-19, subject to ratification of remuneration by the Shareholders of the Company in the 39th AGM of the Company. Accordingly, an appropriate resolution seeking ratification of the remuneration for the financial year 2018-19 of M/s Ramanath Iyer & Co. is included in the Notice convening the 39th AGM of the Company.

RISK MANAGEMENT

The Company has in place a robust risk management framework which identifies and evaluates business risks and opportunities. The Company recognizes that these risks need to be managed and mitigated to protect the interest of the shareholders and stakeholders, to achieve business objectives and enable sustainable growth. The risk management framework is aimed at effectively mitigating the Company’s various business and operational risks, through strategic acti ons. Risk management is embedded in our critical business activities, functions and processes. The risks are reviewed for the change in the nature and extent of the major risks identified since the last assessment. It also provides control measures for risk and future action plans.

INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls with reference to financial statements and such internal financial controls are operating effectively. Your Company has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company’s policies, safeguarding of its assets, preventi on and detection of frauds and errors, accuracy and completeness of the accounting records, and timely preparation of reliable financial disclosures.

CORPORATE SOCIAL RESPONSIBILITY

During FY’18, your Company has won the following awards for its corporate social responsibility (“CSR”) initiatives, in particular for Women Empowerment, Health, Environment Management Services and Social Development In itiati ves work done by JSPL Foundation, the CSR arm of the Company. Under the able leadership of Mrs. Shallu Jindal , JSPL Foundation has touched the lives of 1.5 million people across India covering more than 9 locations.

(i) Odisha Inc CSR Leadership Award 2017 for its outstanding work in implementing social development initiatives

(ii) Best CSR practices Award by Odisha CSR forum

(iii) 2nd Kalinga CSR Excellence Awards by IQEMS (Institute of Quality and Environment Management Services)

(iv) Mediabytes CSR Excellence Awards 2017 for sustainable CSR Projects (Women Empowerment and Health).

The Health, Safety, CSR and Environment Committee of the Board of Directors of the Company overseas the implementation of CSR Policy of the Company.

The Annual Report on the CSR activities for the financial year 2017-18 is annexed herewith as Annexure-C to this report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

No significant material order(s) passed by the regulators/ courts which would impact the going concern status of the Company and its future operation during the year under review.

The matter related to the Company Subsidiary, Jindal Power Limited, with respect to auction of Gare Palma IV/2 and IV/3 coal mine continues to be sub-judice before the Hon’ble Supreme Court, wherein direction for maintaining status quo has been passed. Since, earlier de-allocation of coal blocks, the Company has been fully geared and catering to its coal requirements through coal linkage, e-auctions etc. Further, the Company also intends to participate in future coal block auctions.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134(3) (c) of the Act, your Directors state that:

(a) In the preparation of the annual accounts for the year ended March 31, 2018, the applicable accounting standards and Schedule III to the Act, have been followed and there are no material departures from the same;

(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 your Company as at March 31, 2018 and of the loss 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 Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) The Directors have prepared the annual accounts on a going concern basis;

(e) The Directors have 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) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

OTHER INFORMATION

Business Responsibility Report

As stipulated under Listing Regulations, a separate section titled “Business Responsibility Report” forms part of this Annual Report which describes the initiatives taken by your Company from environmental, social and governance perspective.

Management Discussion and Analysis Report

As stipulated under Listing Regulations, a separate section titled “Management Discussion and Analysis Report”, is annexed herewith as Annexure-F to this report.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

The particulars related to conservation of energy, technology absorption and foreign exchange earnings and outgo as required to be disclosed under Section 134(3) (m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014 is annexed herewith as Annexure - D to this Report.

Corporate Governance

Your Company is committed to achieve the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by the Securities and Exchange Board of India. Your Company has also implemented several best Corporate Governance practices as prevalent globally.

The report on Corporate Governance as stipulated under the Listing Regulations for the Financial Year 2017-18 and a certificate issued by M/s RSMV & Co., Company Secretaries in Practice confirming compliance with the conditions of Corporate Governance is annexed herewith as Annexure - G to this report.

Whistle Blower Policy/Vigil Mechanism

Your Company has formulated a robust vigil mechanism to deal with instances of unethical behavior, actual or suspected, fraud or violation of Company’s code of conduct or ethics policy. The details of policy is explained in Corporate Governance Report and also uploaded on website of the Company under Corporate Governance section at: https://www.jindalsteelpower.com/img/admin/report/ pdf/whistle.pdf.

Prevention of Sexual Harassment at Workplace

As per the requirement of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder, your Company has constituted an Internal Complaints Committee having designated independent member(s) to redress complaints regarding sexual harassment. During the year, no complaint regarding Sexual Harassment has been reported.

Extract of the Annual Return

In accordance with the provisions of Sections 92 and 134(3)(a) of the Act read with the Companies (Management and Administration) Rules, 2014, the extract of the Annual Return in Form No. MGT - 9, is annexed herewith as Annexure-E to this report.

Cautionary Statement

Statements in the Board’s Report and the Management Discussion & Analysis describing the Company’s objectives, expectations or forecasts may be forward looking within the meaning of applicable Securities Laws and Regulations. Actual results may differ materially from those expressed in the statement. Important factors that could influence the Company’s operations include global and domestic demand and supply conditions affecting selling prices of finished goods, input availability and prices, changes in Government Regulations, Tax Laws, Economic Developments within the country and other factors such as litigation and industrial relations.

Acknowledgements

The Directors wish to place on record their appreciation for the sincere services rendered by company’s staffs and workers at all levels. Your Directors also wish to place on record their appreciation for the valuable co-operation and support received from the Government of India, various State Governments, the Banks/ Financial Institutions and other 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 of Directors

Place: New Delhi Naveen Jindal

Date : August 9, 2018 Chairman

DIN: 00001523

Source : Dion Global Solutions Limited
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