1 Companys Philosophy on Code of Governance
In our view, Corporate Governance is how an Organization is managed,
which includes its culture, structure, policies and manner in which it
deals with its stakeholders. It also relates to processes and systems
that direct the resources of the Corporate and strategies of the
management for maximizing the wealth of stakeholders. It ensures
accountability, openness, timely and accurate dissemination of
information, while improving the internal control systems and building
relationship with stakeholders. The compliance of good governance
practices in true spirit and not only in letter helps in increasing the
confidence and interest of stakeholders.
We, at JSWHL, are fully committed to satisfy the requirements of law in
spirit and not just in letter. We believe that we should always
endeavour to go beyond the minimum standard of Corporate Governance and
be more transparent in our disclosure norms. It requires good
communication externally, in a truthful manner, about the internal
procedure being followed by the Company and compliance level.
Accordingly, your Company now confirms the compliance of Corporate
Governance as contained in Clause 49 of the Listing Agreement, the
details of which are presented in the subsequent sections of this
2. Board of Directors
The Board of Directors comprises of 6 Directors all are with rich and
varied experience in their respective fields:
Name of the Director Position
Mr. Sajjanjindal Chairman
Dr. S. K. Gupta Director
Mr. Atul Desai Direaor
Mr. Shailesh Haribhakti Director
Mr. K. N. Patel Jt. Managing Direaor & CEO
* Independent Director means a director as defined under Clause 49 of
the Listing Agreement.
* No Director is related to other Directors on the Board,
ii) Meetings and attendance record of each Director
The Board met Four (4) times during the year ended 31st March, 2006.
No. Date of Board City No. of Directors
1 28.04.2005 Mumbai 5 out of 6
2 20.07.2005 Mumbai 6 out of 6
3 26.10.2005 Mumbai 5 out of 6
4 23.01.2006 Mumbai 4 out of 6
The attendance record of the Directors at the Board Meetings held
during the year ended 31st March, 2006 and the last Annual General
Meeting (AGM) and the details of other Directorships and Committee
Chairmanship and Memberships held by the Directors of the Company as at
31st March, 2006 are given below:-
Name of Director No. of Shares Attendance
Equity held Particulars
Mr. Sajjan jindal 3189 1 Yes
Mr.N.KJain 100 4 Yes
Dr. S.K. Gupta 246 4 Yes
Mr. Atul Desai - 4 Yes
Mr. Shailesh Haribhakti - 3 Yes
Mr. K.N. Patel (#) 650 4 Yes
No. of Directorships and Committee
Other Other Other
Directorship Committee Committee
($) Memberships Chairmanships
5 - -
7 1 1
6 4 2
3 2 1
14 5 4
6 1 1
(*) Only Two committees, namely,Audt Committee and
Listing Agreement ($) Excluding other directorship in Private Limited
Companies, Foreign Companies and companies under Section 25 of the
Companies Act, 1956 (#) Mr. K. N Patelhas been appointed as Jt.
Managing Director & CEO w.e.f.28.04.2005. _
3. Audit Committee
i) The Audit Committee comprises of three members namely :
* Mr. Atul Desai, Chairman
* Mr. N. K. Jain, Member
* Mr. Shailesh Haribhakti, Member
The Audit Committee was constituted by the Board at their meeting held
on 31.01.2005 inter alia to oversight the Companys financial reporting
process, recommending the appointment and removal of external Auditors,
fixation of fees and also approval for payment of other fees, reviewing
with the management the financial statement before submission to the
Board, review of adequacy of internal control systems etc. as mentioned
in the scope and powers of the Audit Committee in Clause 49 of the
Listing Agreement and Section 292A of the Companies Act, 1956.
All the members of the Audit Committee are Non-Executive Independent
Directors. They possess adequate knowledge of Accounts, Audit, Finance,
etc. The Chairman of the Audit Committee is an independent director.
u) Meetings and attendance record of each director for Audit Committee
The Audit Committee met Four (4) times during the year ended 31st
No. Date of Audit City No. of Directors
Committee Meeting present
1 28.04.2005 Mumbai 3 out of 3
2 20.07.2005 Mumbai 3 out of 3
3 26.10.2005 Mumbai 3 out of 3
4 23.01.2006 Mumbai 2 out of 3
The attendance record of the members at the Audit Committee meeting
held during the year ended 31st March, 2006 are given below: -
No. Name of the No. of Meetings
1 Mr. Atul Desai 4 4
2 Mr.N.KJain 4 4
3 Mr. Shailesh Haribhakti 4 3
Statutory and Internal Auditors are invited to attend the Audit
Committee meetings. Mr. K.N. Patel, Jt. Managing Director
& CEO is permanent invitee to the meetings. Mr. Virendra Samani,
Company Secretary, acts as the Secretary of the Committee.
4. Remuneration Committee
i) The Remuneration Committee comprises of three members namely:
* Dr. S. K. Gupta, Chairman
* Mr. N. K. Jain, Member
* Mr. Atul Desai, Member
The Remuneration Committee was constituted by the Board at their
meeting held on 28.04.2005.
There was no Remuneration Committee meeting during the year ended 31st
The terms of reference of the Remuneration Committee are as follows : -
1) To determine on behalf of the Board and on behalf of the
shareholders the Companys policy on specific remuneration packages for
Executive Directors including pension rights and any compensation
2) To approve the payment of remuneration to managerial personnel as
per the Policy laid down by the Committee.
ii) Remuneration Policy
The Remuneration Committee recommends the remuneration package for the
Executive Director/s of the Company. In framing the remuneration
policy, the Committee takes into consideration the remuneration
practices of the companies of similar size and stature and the Industry
The Directors compensation is based on the appraisal system wherein
the individual goals are linked to the Organizational goals. Executive
Directors are paid, subject to the approval of the Board and of the
members of the Company in the General Meeting and such other approvals,
as may be necessary, compensation as per the agreements entered into
between them and the Company. The present remuneration structure of Jt.
Managing Director & CEO comprises salary, perquisites, allowances,
special pay, performance reward/ incentive, retention bonus and
contributions to Provident Fund and Gratuity.
At present the Non-Executive Directors are being paid only sitting fees
for attending the Board/Committee meetings.
iii) Remuneration of Directors
The disclosure in respect of remuneration paid / payable to Jt.
Managing Director & CEO of the Company for the financial year 2005-06
is given below: -
Name of Director : Mr.K.N.Patel
Designation : Jt. Managing Director & CEO
(a) Salary and Perquisites : Rs. 34,20,652
(b) Commission : Nil
(c) Stock Options : Nil
(d) Pension : Nil
Service Contract : Agreement for a period of 5 years from 28.04.2005
Notice Period : 3 months notice from
Severance Fees : -
Note : Remuneration shown above includes Salary, House Rent, Bonus,
Holiday Travel Benefits, Leave Encashment and Companys contribution to
Provident Fund etc. The monetary value of perquisites is calculated in
accordance with the provisions of the Income-tax Act, 1961 and Rules
The Non-Executive Directors do not draw any remuneration from the
Company except they are being paid the sitting fees of Rs. 10,000/- for
attending each meeting of the Board and Committees, viz. Remuneration,
Audit and Shareholders/ Investor Grievance Committee. The details of
payment of total sitting fees made to Directors during the year 2005-06
are highlighted below: -
Name of Directors Sitting fees (in Rs.)
Dr. S.K.Gupta 40,000
Mr. Shailesh Haribhakti 60,000
Mr.K.N.Patel Not Applicable
5. Shareholders/Investors Grievance Committee
i) The Shareholders/Investors Grievance Committee comprises of three
* Mr. N. K. Jain, Chairman
* Dr. S. K. Gupta, Member
* Mr.AtulDesai, Member
Your Company has Shareholders/Investors Grievance Committee at the
Board level to inter alia look into issues relating to share/debenture
holders, including complaints relating to transfer/transmission of
shares/debentures, issue of duplicate share/debenture certificates,
non-receipt of annual report etc. The Committee will meet inter alia to
look into investor grievances.
The Board at their meeting held on 31.01.2005 constituted the
Shareholders/Investors Grievance Committee.
Mr. K. N. Patel, Jt. Managing Director & CEO is permanent invitee to
Mr. Virendra Samani, Company Secretary is the Compliance Officer w.e.f.
1st November, 2004. Mr. Samani acts as Secretary to this Committee. His
Contact details are as given below:
Address : Jindal Mansion, 5A, Dr. G. Deshmukh Marg, Mumbai-400026.
TeL : 022-23513000
Fax : 022-2352 6400
During the year under review 8 complaints were received from
shareholders/investors, which were replied / resolved to the
satisfaction of investors. At the end of the year Nil complaints were
Number of pending Share Transfers as on 31.03.2006 is NIL.
6. Annual General Meetings
i) The details of date, time and location of Annual General Meetings
(AGM) held in last 3 years are as under:
AGM Date Time Venue Special
4th 20.07.2005 11.30 Walchand Yes
AGM a.m. Hirachand Hall,
4th Floor, Indian
3rd 23.12.2004 3.00 Jindal Mansion, Yes
AGM p.m 5A-Dr.G.
2nd 30.09.2003 11.00 Jindal Mansion, No
AGM a.m. 5A-Dr.G.
ii) No Special Resolutions have been put through by postal ballot so
far by the Company. At present, the Company does not have any proposal
for postal ballot this year.
However, as members are aware, at the Extraordinary General Meeting
held on 19th August, 2005 the Special Resolution was passed to shift
the Registered Office of the Company from Mumbai in the State of
Maharashtra to New Delhi in the NCT of Delhi.
* There are no materially significant related party transactions i.e.
transactions of the Company of material nature, with its Promoters, the
Directors or the Management, their Subsidiaries or relatives etc. that
would have potential conflict with the interests of the Company at
* No penalties or strictures have been imposed on the Company by the
Stock Exchanges or SEBI or any statutory authority on any matter
related to capital markets during the last three years.
* Details of information on appointment/reappointment of Directors : A
brief resume, nature of expertise in specific functional areas, names
of companies in which the person already holds directorship and
membership of Committees of the Board of Directors appears in the
Notice of the Annual General Meeting, which forms part of this Annual
* No funds have been raised through public issue of equity or debt in
the form of public or rights or preferential issues during the year
8. Means of Communication
i) Quarterly Results : Yes, the Quarterly, Half-yearly and Yearly
financial results of the Company are faxed/sent to stock exchanges
after they are approved by the Board. These are also published in the
prescribed format as per the provisions of the Listing Agreement.
ii) Newspapers : > Financial Express (English wherein results Language)
and normally published > Nav Shakti (Local language) (for theyear
iii) Any website, : www.jsw.in
where displayed iv) Whether it also : Yes, wherever applicable.
displays official news releases
v) The Presentations : Will be complied with made to institutional
whenever applicable/made. investors or to the analysts
8.1 Management Discussion and Analysis Report
The Management Discussion and Analysis Report (MDA) is a part of the
9. General Shareholders Information
a) Annual General Meeting
Date : 23rd June, 2006
Time : 11.30 a.m.
Venue : Federation of Indian Chambers of Commerce & Industry (FICCI),
Federation House, Tansen Marg, NewDelhi-110001.
b) Financial Calender 2006-2007
Financial reporting for the
quarter ending on June 30,2006 : July, 2006
Financial reporting for the half-year ending on
September 30,2006 : October, 2006
Financial reporting for the quarter ending on
December 31,2006 : January, 2007
Financial reporting for the year ending on March 31,2007 : April/May,
Annual General Meeting for the year ended
March 31,2007 : June/July, 2007
c) Dates of Book Closure
17th June, 2006 to 23rd June, 2006 (both days inclusive)
d) Dividend Payment Date
No dividend is declared for the year ended 31.03.2006
e) Listing of Securities
During the year under review, a total 11,099,625 Equity Shares of your
Company were listed on Bombay Stock Exchange Limited (BSE), National
Stock Exchange of India Limited (NSE) and The Delhi Stock Exchange
Association Limited (DSE).
Annual Listing Fees is being paid to BSE, NSE and DSE for the financial
Stock Code / Security Symbol (Equity Shares)
f) ISIN No. for Dematerialization of Equity Shares
h) Registrar and Share Transfer Agent
Sharepro Services (India) Pvt. Ltd.
Satam Estate, 3rd Floor, Above Bank of Baroda,
Cardinal Gracious Road, Chakala,
Andheri (East), Mumbai - 400 099.
Tel.: 022-28215168, Fax: 022-2837 5646
i) Share Transfer System
Equity Shares sent for transfer in physical form are normally
registered by our Registrar and Share Transfer Agent within 15 days of
receipt of the documents, if documents are found in order. Shares under
objection are returned within two weeks. The Company conducts
periodical audit of share transfer system and securities issued,
through competent professionals.
j) Dematerialization of Shares and Liquidity
Trading in equity shares of the Company is permitted only in the
dematerialized form. The Company has arrangements with both, National
Securities Depository Limited (NSDL) and Central Depository Services
(India) Limited (CDSL) to enable the shareholders to hold shares in
electronic form with either of these depositories.
Out of total equity share capital of 11,099,625 Equity shares as on
31st March, 2006, total 92.82% (10,302,711 equity shares) of total
equity capital is held in dematerialized form with NSDL and 2.08%
(230,682 equity shares) of total equity capital is held in
dematerialized form with CDSL.
k) Outstanding GDRs/ADRs/Warrants or any Convertible Instruments,
conversion dates and likely impact on equity
There are no GDRs/ADRs or Warrants or any other convertible instruments
which are pending for conversion into equity shares.
m) Office addresses & website of the Company Registered Office Jindal
12, Bhikaji Cama Place, New Delhi - 110 066. Tel: 011-2618 8360, Fax:
011-2617 0691 Website: www.jsw.in
n) Address for Investors Correspondence Registrar & Share Transfer
Sharepro Services (India) Pvt. Ltd.
Satam Estate, 3rd Floor, Above Bank of Baroda,
Cardinal Gracious Road, Chakala, Andheri (E),
Tel.: 022-2821 5168, Fax: 022-2837 5646
5A, Dr. G. Deshmukh Marg, Mumbai - 400 026. Tel.: 022-2351 3000, Fax:
022-2352 6400 Website: www.jsw.in
JSWHL Investors Relation Centre
Pandurang Budhkar Marg, Opp. Bombay Dyeing Mill,
Lower Parel, Mumbai - 400 013
Tel.: 022-2492 7000
Fax : 022-2491 7999 / 2491 7933
Compliance Certificate by Auditors
The Company has obtained a certificate from the Statutory Auditors
regarding compliance of conditions of corporate governance as
stipulated in Clause 49 of the Listing Agreement, which is annexed
Compliance Certificate for Code of Conduct
The declaration by Jt. Managing Director & CEO affirming the compliance
of the Code of Conduct for Board Members and Senior Management
Executives is also annexed separately in this Annual Report.