Moneycontrol
Get App
SENSEX NIFTY
you are here:

JSW Holdings Ltd.

BSE: 532642 | NSE: JSWHL |

Represents Equity.Intra - day transactions are permissible and normal trading is done in this category
Series: EQ | ISIN: INE824G01012 | SECTOR: Finance - Investments

Success
Alert
Please select a Day.
Info

BSE Live

Jan 24, 16:00
2502.00 4.65 (0.19%)
Volume
AVERAGE VOLUME
5-Day
116
10-Day
93
30-Day
101
10
  • Prev. Close

    2497.35

  • Open Price

    2502.00

  • Bid Price (Qty.)

    0.00 (0)

  • Offer Price (Qty.)

    0.00 (0)

NSE Live

Jan 24, 15:56
2505.20 5.60 (0.22%)
Volume
AVERAGE VOLUME
5-Day
890
10-Day
1,000
30-Day
636
164
  • Prev. Close

    2499.60

  • Open Price

    2487.95

  • Bid Price (Qty.)

    0.00 (0)

  • Offer Price (Qty.)

    0.00 (0)

Annual Report

For Year :
2006

Chairman's Speech

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 report: 2. Board of Directors i) Composition The Board of Directors comprises of 6 Directors all are with rich and varied experience in their respective fields: Name of the Director Position Non-Executive Mr. Sajjanjindal Chairman Non-ExecutiveIndependent Mr.N.KJain Director Dr. S. K. Gupta Director Mr. Atul Desai Direaor Mr. Shailesh Haribhakti Director Executive Mr. K. N. Patel Jt. Managing Direaor & CEO Notes: * 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 Meeting present 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 Board Last Meetings AGM (Y/N) 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 Member/Chairmanship (*) Other Other Other Directorship Committee Committee ($) Memberships Chairmanships 5 - - 7 1 1 6 4 2 3 2 1 14 5 4 6 1 1 (*) Only Two committees, namely,Audt Committee and Shareholders/Investors Grievance Listing Agreement ($) 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 March, 2006. 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 DirectorHeld Attended 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 March, 2006. 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 payment. 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 Standards. 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 Remuneration details: (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 either side 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 made thereunder. 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.) Mr.SajjanJindal 10,000 Mr.N.KJain 80,000 Dr. S.K.Gupta 40,000 Mr.AtulDesai 80,000 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 members namely: * 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 the meetings. 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 pending. 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 Resolution passed 4th 20.07.2005 11.30 Walchand Yes AGM a.m. Hirachand Hall, 4th Floor, Indian Merchants Chamber, Churchgate, Mumbai-400020. 3rd 23.12.2004 3.00 Jindal Mansion, Yes AGM p.m 5A-Dr.G. Deshmukh Marg, Mumbai-400026. 2nd 30.09.2003 11.00 Jindal Mansion, No AGM a.m. 5A-Dr.G. Deshmukh Marg, Mumbai-400026. 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. 7. Disclosures * 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 large. * 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 Report. * 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 under review. 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 2005-06) 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 Annual Report. 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, 2007 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 year 2006-2007. Stock Code / Security Symbol (Equity Shares) BSE NSE 532642 JINDALSWHL f) ISIN No. for Dematerialization of Equity Shares INE824G01012 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 E-mail: sharepro@vsnl.com 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 Centre, 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 Agent Sharepro Services (India) Pvt. Ltd. Satam Estate, 3rd Floor, Above Bank of Baroda, Cardinal Gracious Road, Chakala, Andheri (E), Mumbai-400 099. Tel.: 022-2821 5168, Fax: 022-2837 5646 Corporate Office Jindal Mansion, 5A, Dr. G. Deshmukh Marg, Mumbai - 400 026. Tel.: 022-2351 3000, Fax: 022-2352 6400 Website: www.jsw.in JSWHL Investors Relation Centre Victoria House, 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 herewith. 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.