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Directors Report of Jindal Saw Ltd.

Mar 31, 2015

Dear Members,

The Directors are pleased to present the 30th Annual Report and Audited Statement of Accounts of the Company for the year ended 31st March, 2015.

1. FINANCIAL RESULTS (Rs. in crores)

PARTICULARS Current Year Previous Year Ended Ended 31st March, 31st March, 2015 2014

Gross Revenue from Operations 6,890.73 5,783.94

Profit before Finance Costs, 994.41 703.65 Depreciation and Exceptional Items

Less:

- Finance Costs 281.91 226.19

- Depreciation & Amortisation 249.16 212.75

- Exceptional Items 53.08 73.92

Profit before tax 410.26 190.79

Tax expense 147.73 46.52

Profit after tax 262.53 144.27

Previous Year Taxation Adjustments 0.02 24.15

Foreign Exchange Translation Difference (0.10) (0.11)

Less: Depreciation on assets where remaining useful life of assets is nil as per Companies Act, 2013 (net of 10.71 - deferred tax of Rs. 566.83 lacs)

Add: Balance brought forward from 202.25 197.78 previous Year

Total amount available for appropriation 453.99 366.09

Less : Appropriations :

(a) Transfer to General Reserve 180.00 100.00

(b) Proposed dividend on Equity Shares 29.00 27.62

(c) Corporate Tax on dividends 5.90 4.70

(d) Debenture Redemption Reserve 23.17 31.52

Balance carried to Balance Sheet 215.92 202.25

2. REVIEW OF OPERATIONS

Products Qty Produced (MT/Lacs) Qty. Sold (MT/Lacs) 2014-15 2013-14 2014-15 2013-14

Pipes & 8.76 7.98 8.53 8.14 Pig Iron

Pellets 12.00 7.18 1 1.95 6.95

The Financial year 2014-15 has witnessed an improvement in production and sales volumes as compared to financial year 2013-14. The gross revenue has registered an increase of 19% and the Profit after Tax (PAT) has shown an increase of 82% over financial year 2013-14 mainly because of higher margin in large dia pipes and higher sales volumes of pellets. The Company expects further improvements in coming quarters/years through focus on various measures to improve productivity, efficiency and profitability. Following is the review of various Products.:

Welded Line Pipes (SAW Pipes) Strategic Business Division: This business has witnessed an improvement in production and sales volumes as compared to previous year. The Company expects further improvement in the pipe business backed by orders in hand with a mix of exports and domestic orders.

Ductile Iron Pipes & Fittings (DI Pipes) Strategic Business Division: During the year the finishing production capacity was aligned to match with the hot metal capacity to cater the additional demand of pipes. This has resulted into higher production and higher sales of DI pipes during 2014-15 as compared to 2013-14. The Company is further increasing/ improving finishing line capacity of DI pipes. The Company expects further improvements in production and sales in financial year 2015-16.

Seamless Tubes & Pipes (Seamless Pipes) Strategic Business Division: The production level of seamless pipes during 2014-15 was almost same as in 2013-14. However, the sales volume has declined marginally. The demand of seamless tubes and pipes remained subdued in line with the weaker trend in Oil & Gas markets. Falling oil prices have adverse effect on demand of OCTG products. The Company is exploring new markets and developing new product range to take care of adverse business environment.

Mining and Pellet Strategic Business Division: The production of pellets has stabilized and the plant capacity utilization was at 100%. The Company would focus on improving the productivity through efficiency in production process and by setting-up balancing equipments for better yield.

3. DIVIDEND

The Board has, subject to the approval of members at the ensuing annual general meeting, recommended a dividend of Rs. 1/- per equity share of Rs. 2/- for the year ended 31st March, 2015.

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.

Together with the corporate tax on dividend, the total outflow on account of equity dividend is Rs.34.90 crores.

4. TRANSFER TO RESERVES

Your Board has proposed to transfer Rs. 180.00 crores and Rs. 23.17 crores to General Reserve and Debenture Redemption Reserve respectively.

5. SHARE CAPITAL

Your Directors have allotted 4,35,30,596 Compulsorily Convertible Debentures (CCDs) on preferential basis under the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009 at a price of Rs. 81.10 per CCD. Each of these CCDs was to be converted into one equity share of Rs. 2/- each in three tranches. The two tranches of 1,38,08,414 CCDs and 1,44,98,696 CCDs have already been converted into equal number of equity shares on 25.03.2015 and 07.05.2015 respectively. By conversion of these CCDs, the paid-up share capital of Company stands increased to Rs. 60,90,61,262 comprising of30,45,30,631 equity shares of Rs. 2/- each. Remaining 1,52,23,486 CCDs will be converted into equal number of equity shares during the financial year 2016-17.

6. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis, as stipulated under Clause 49 of the Listing Agreement with Stock Exchanges forming part of this report has been given under separate section in the Annual Report.

7. CONSOLIDATED FINANCIAL STATEMENT

In accordance with the Companies Act, 2013 ("the Act") and Accounting Standard (AS) - 21 on Consolidated Financial Statements read with AS - 23 on Accounting for Investments in Associates and AS - 27 on Financial Reporting of Interests in Joint Ventures, the audited consolidated financial statement are provided in the Annual Report.

8. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

During the year under review, companies listed in Annexure 1 to this Report have become or ceased to be Company''s subsidiaries, joint ventures or associate companies. A report on the performance and financial position of each of the subsidiaries, associates and joint venture companies as per the Companies Act, 2013 is provided as form AOC-1 to the consolidated financial statement and hence not repeated here for the sake of brevity.

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%20for% 20Determining%20Material%20Subsidiaries.pdf

9. 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, 2015, the applicable accounting standards had 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, 2015 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.

10. DIRECTORS AND KEY MANAGEIAL 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.

Shri Hawa Singh Chaudhary (DIN: 00041370) has been re-appointed as Whole-time Director for a further period of 2 years w.e.f. 1st November, 2015 by the Board of Directors subject to approval of the shareholders. The Company has received the notices under section 160 of the Companies Act, 2013 along with deposit of requisite amount from the shareholders proposing the candidature of Shri Hawa Singh Chaudhary (DIN: 00041370) for the office of the Whole- time Director of the Company.

As per section 134(3)(q) of the Companies Act, 2013 read with rule 8(5) of Companies (Accounts) Rules 2014, detail of directors or Key Managerial Personnel who were appointed and resigned during the year are given below:-

During the year Ms. Tripti Puneet Arya (DIN: 00371397) and Ms. Shradha Jatia (DIN: 00016940) were appointed as Non-executive Directors of the Company.

Dr. S. K. Gupta (DIN: 00011138), Shri Devi Dayal (DIN: 01083282), Shri Girish Sharma (DIN: 05112440), Dr. Raj Kamal Agarwal (DIN: 00005349) and Shri Ravinder Nath Leekha (DIN: 00888433), Independent Directors of the Company, were appointed as Independent Directors under section 149 of the Companies Act, 2013 and Clause 49 of the Listing Agreement for a period upto 5 years.

In order to broad base the Board, the Directors on 10th July, 2015 appointed Shri Abhiram Tayal (DIN: 00081453) (Independent Director) as additional Director. As per the provisions of section 161 of the Companies Act, 2013, he holds office up to the ensuing annual general meeting.

Shri Indresh Batra (DIN: 00093471) had resigned from the office of Managing Director w.e.f. 17th May, 2014 and Shri Sanjeev Shankar (DIN:06872929) and Shri Kuldip Bhargava (DIN:00011103) resigned from the office of Director w.e.f. 1st May, 2015 and 15th July, 2015 respectively due to their pre-occupation.

The Board places on record its appreciation for the services rendered by Shri Indresh Batra, Shri Sanjeev Shankar and Shri Kuldip Bhargava during their association with the Company.

Shri Narendra Mantri has been designated as Chief Financial Officer of the Company w.e.f. 27th July, 2015 in place of Shri Naresh Kumar Agarwal, who has moved to other position in the Company.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under section 149(6) of Companies Act, 2013 and Clause 49 of the Listing Agreement with the Stock Exchanges.

11. 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 with the Company, 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%20Prog ramme%20for%20Independent%20Directors.pdf

12. CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirement set out by Stock Exchanges. The report on Corporate Governance as stipulated under the Listing Agreement forms an integral part of this Report. The requisite certificate from the Auditors of the Company confirming compliance with the conditions of corporate governance is attached to the report on Corporate Governance.

13. CREDIT RATING

During the year, your company''s credit rating is "CARE AA(-)" for the long-term borrowings and short-term borrowings is "CARE A1( )" by Credit Analysis & Research Limited (''CARE'').

14. 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/Common/Uploads/Con tentTemplate/140_Download_RELATEDPARTYTRANS ACTIONPOLICY.pdf

Your Directors draw attention of the members to Note 44 to the financial statement which sets out related party disclosures.

15. CORPORATE SOCIAL RESPONSIBILTY (CSR)

The Corporate Social Responsibility Committee (CSR Committee) formulated and recommended to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, which has been approved by the Board.

The CSR Policy may be accessed on the Company''s website at the link: http://www.jindalsaw.com/CSR%20Policy/HEAD_T

M___93. The key philosophy of all CSR initiatives of the Company is driven by core value of inclusion.

The Company is committed to ensure that all development activities/initiatives undertaken in the field of education, health care, sanitation, community welfare, skill development, employment generation, infrastructure development, promotion of national heritage and culture etc. are accessible to most marginalized segment of societies such as children, women, elderly and those with disabilities.

The Company would also undertake other initiatives in compliance with Schedule VII to the Act.

During the year the Company has spent Rs. 5.25 crores on CSR activities.

The Annual Report on CSR Activities is annexed herewith as Annexure 2.

16. RISK MANAGEMENT

During the year, your Directors have 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. A 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 behaviors together form the Management System that governs how the Company conducts the business and manages associated risks.

17. INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operation was observed.

18. AUDITORS & THEIR REPORT

A. STATUTORY AUDITORS

M/s N.C.Aggarwal & Co., Chartered Accountants (Registration No. 003273N), Auditors of the Company retire at the ensuing annual general meeting, and, being eligible, offer themselves for re-appointment. The Company has received confirmation from M/s N.C. Aggarwal & Co., regarding their consent and eligibility under Sections 139 and 141 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 for appointment as the Auditors of the Company. As required under Clause 41 of the Listing Agreement, the Auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

Auditors'' remarks in their report read with the notes to accounts referred to by them are self-explanatory.

B. COST AUDIT

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, 2016. 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 2014 with the Central Government by filing Form A-XBRL on 24th September, 2014

C. SECRETARIAL AUDITOR

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 2014-15. The Secretarial Audit Report for the financial year ended March 31, 2015 is annexed herewith marked as Annexure-3 to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

19. DISCLOSURE

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE (CSR COMMITTEE)

The CSR Committee presently comprises 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.

AUDIT COMMITTEE

The Audit Committee presently comprises of Independent Directors namely, Dr. Raj Kamal Agarwal (Chairman), Dr. S. K. Gupta, Shri Devi Dayal, Shri Ravinder Nath Leekha, Shri Girish Sharma and Shri Neeraj Kumar, Group CEO & Whole-time Director as other members. Shri Kuld ip Bhargava (Chairman) of the committee had resigned from the directorship of the Company w.e.f. 15th July, 2015 and accordingly, ceased to be Chairman of the Audit Committee.

VIGIL MECHANISM

The Vigil Mechanism of the Company, which also incorporates a whistle blower policy in terms of the Listing Agreement. 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/Common/Uploads/Con tentTemplate/139_Download_WhistleBlowerPolicy. pdf

MEETINGS OF THE BOARD

Six meetings of the Board of Directors were held during the year. For further details, please refer report on Corporate Governance of this Annual Report.

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 statement (Please refer to Note Nos 12, 13, 14, 18 & 54 to the standalone financial statement).

PARTICULARS REGARDING CONSERVATION OF ENERGY, ETC.

Information persuant 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-4

EXTRACT OF ANNUAL RETURN

Extract of Annual Return of the Company is annexed herewith as Annexure-5 to this Report.

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-6.

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-7.

20. PUBLIC DEPOSITS

The Company has discontinued its Public Fixed Deposit Scheme w.e.f. 1st April, 2014 and repaid all the Public Fixed Deposits and interest thereon by 31st March, 2015.

21. 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 is no such significant material orders passed by the regulators or courts or tribunals impacting the going concern status and company''s operations in future.

22. THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

Company has adopted a policy for prevention of Sexual Harassment of Women at workplace and has formed a Committee for implementation of said policy. No complaint of harassment was received during the year.

23. ACKNOWLEDGEMENT

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 Prithvi Raj Jindal Date: 27th July, 2015 Chairman


Mar 31, 2014

The Members,

The Directors are pleased to present the 29th Annual Report and Audited Statement of Accounts of the Company for the year ended 31st March, 2014.

1. FINANCIAL RESULTS

PARTICULARS Year Ended Year Ended 31st March, 2014 31st March, 2013 (Rs. in crores) (Rs. in crores)

Gross Sales & Income from Operations 5,783.94 5,760.03

Profit before Finance Costs, Depreciation and Exceptional Items 703.65 685.19

Less:

- Finance Costs 226.19 150.08

- Depreciation 212.75 154.95

- Exceptional Items 73.92 114.24

Profit before Tax 190.79 265.92

Tax expense 46.52 72.51

Profit after Tax 144.27 193.41

Previous Year Taxation Adjustments 24.15 (0.53)

Foreign Exchange Translation Difference (0.11) (0.05)

Add: Balance brought forward from previous Year 197.78 168.79

Total amount available for appropriation 366.09 361.62

Less : Appropriations :

(a) Transfer to General Reserve 100.00 100.00

(b) Proposed dividend on Equity Shares 27.62 27.62

(c) Corporate Tax on dividends 4.70 4.70

(d) Debenture Redemption Reserve 31.52 31.52

Balance carried to Balance Sheet 202.25 197.78

2. REVIEW OF OPERATIONS

Products Qty Produced (MT/Lacs) Qty. Sold (MT/Lacs) 2013-14 2012-13 2013-14 2012-13

Pipes & Pig 7.98 8.80 8.14 8.80

Iron

Pellets 7.18 NIL 6.95 NIL

Pipe segment has witnessed some weakness specifically in Large Dia Pipe Segment (LSaw/ HSaw). Further, the Company has reported marginal decrease of app. 2% in Net Revenue from operations but the Profit after tax decreased by app. 25.39% primarily on account of higher finance costs, depreciation etc. With increasing order book and addition of Pellet in product portfolio, the operations are expected to improve. Following is the review of various Product segments:

Large Dia Pipe Segment (LSaw/ HSaw) Strategic Business Unit: The segment witnessed lower performance during the year 2013-14 due to weaker market conditions resulting in lower capacity utilization, production, sales and hence profitability. However, the Company expects improvement in business and operations in the year 2014-15 onwards backed by growing order book with a mix of exports and domestic orders from hydrocarbon and water sector.

Ductile Iron Pipes (DI Pipes) and Pig Iron Strategic Business Unit: The segment witnessed higher production of DI pipes and Pig Iron as additional capacity have ramped up during the year 2013-14. The new facility is now stabilizing and production and sales are expected to ramp up fully during the year 2014-15. The company has good order book in DI Pipe Segment.

Seamless Pipes Strategic Business Unit: The activities in Seamless pipes & tubes segment were marginally better in year 2013-14 than the year 2012-13. Seamless pipe business also seen issues related to dumping of pipes by Chinese suppliers in India and USA initiating anti dumping process against various countries including India. The issues are still to be finally concluded. The Company is exploring new markets as well as developing value added products for domestic and global customers.

Iron Ore Mines and Pellet Strategic Business Unit: The Company has commenced and ramped up the operations in this segment. Pellet plant has achieved 100% capacity utilization. The Company would focus on optimizing the operations and profitability.

3. DIVIDEND

The Board has, subject to the approval of members at the ensuring Annual General Meeting, recommended a dividend of Rs. 1/- per equity share of Rs. 2/- for the year ended 31st March, 2014.

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.

Together with the corporate tax on dividend, the total outflow on account of equity dividend is Rs. 32.32 crores.

4. MANAGEMENT DISCUSSION AND ANALYSIS AND CORPORATE GOVERNANCE

A separate report on Management Discussion and Analysis is enclosed as a part of the Annual Report.

Another report provides information / status on the Corporate Governance.

5. 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 by the Board of Directors: -

a. that in the preparation of the annual accounts for the financial year ended 31st March, 2014, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b. that the Directors 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 or loss of the Company for the year under review ;

c. that the Directors had 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 had prepared the accounts for the financial year ended 31st March, 2014 on a ''going concern'' basis.

6. DIRECTORS

Sh. Prithvi Raj Jindal, Director of the Company, retires by rotation and, being eligible, offers himself for re-appointment.

Dr. S. K. Gupta, Sh. Devi Dayal, Sh. Girish Sharma, Sh. Kuldip Bhargava, Dr. Raj Kamal Agarwal, Sh. Ravinder Nath Leekha, Independent Directors of the Company, are being appointed as Independent Director under section 149 of the Companies Act, 2013 and Clause 49 of the Listing Agreement for a period upto 5 years.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 and under Clause 49 of the Listing Agreement with the Stock Exchanges.

Sh. Hawa Singh Chaudhary has been re-appointed as Whole-time Director for a further period of 2 years w.e.f. 01.11.2013 by the Board of Directors subject to approval of the shareholders.

In order to broad base the Board, the Directors in their meeting held on 17th May, 2014 appointed Ms. Tripti Puneet Arya and Sh. Sanjeev Shankar (Independent Director) as additional directors and in their meeting held on 24th July, 2014 appointed Ms. Shradha Jatia as an additional director. As per the provisions of section 161 of the Companies Act, 2013, they hold office up to the conclusion of ensuing Annual General Meeting.

The Company has recieved the notices under section 160 of the Companies Act, 2013 along with deposit of requsite amount from the shareholders proposing the candidature of above Directors for the office of the Directors of the Comapny.

Sh. Indresh Batra has resigned from the office of Managing Director w.e.f. 17th May, 2014. The Board places on record its appreciation for the servies rendered by Sh. Indresh Batra during his association with the Company.

7. AUDITORS & THEIR REPORT

M/s N. C. Aggarwal & Co., Chartered Accountants, Auditors of the Company retire at the ensuing Annual General Meeting, and, being eligible, offer themselves for re-appointment.

Auditors'' remarks in their report read with the notes to accounts referred to by them are self-explanatory.

8. COST AUDIT

Pursuant to Section 233 B of the Companies Act, 1956, the Board, subject to the approval of Central Government, has re-appointed M/s. R. J. Goel & Co., Cost Accountants, to audit the Cost Accounts of the Company for the year ended 31st March, 2015. Further, their remuneration will be subject to approval of shareholders.

The Company has submitted Cost Audit Report and other documents for the year ended 31st March 2013 with the Central Government by filing Form–1 on 12th November, 2013.

9. PUBLIC DEPOSITS

The Company had repaid the deposits matured during the year except unclaimed deposits aggregating Rs. 99.16 Lacs at the end of the year. The Board of Directors of the Company in its meeting held on 17th may, 2014 decided not to accept any fresh or renew the public deposit and all existing public deposit will be repaid by 31st March, 2015.

10. PARTICULARS REGARDING CONSERVATION OF ENERGY, ETC.

Information in accordance with the provision of Section 217(1)(e) of Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 regarding conservation of energy, technology absorption and foreign exchange earnings and outgo are given in the statement annexed hereto.

11. SUBSIDIARY COMPANIES

The prescribed particulars relating to subsidiaries are being provided in this Annual Report. However, pursuant to circular No. 2/2011 dated 8th February, 2011 issued by the Ministry of Corporate Affairs, the Balance Sheet and Statement of Profit & Loss of the subsidiaries are not attached herewith. Any member interested in obtaining such particulars may write to the Company Secretary at Jindal Centre, 12, Bhikaiji Cama Place, New Delhi – 110 066.

12. PERSONNEL

The industrial relations remained cordial throughout the year. The details of employees under provision of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended, are annexed hereto.

13. ACKNOWLEDGEMENT

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. We 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 Prithvi Raj Jindal

Dated: 24th July, 2014 Chairman


Mar 31, 2013

To The Members,

The Directors are pleased to present the 28th Annual Report and Audited Statement of Accounts of the Company for the year ended 31st March, 2013.

1. FINANCIAL RESULTS

PARTICULARS Year Ended Year Ended 31st March, 2013 31st March, 2012 (Rs. in crores) (Rs. in crores)

Gross Sales & Income from Operations 5760.03 5379.96

Profit before Interest, Depreciation and Exceptional Items 685.19 727.36

Less:

- Interest 150.08 113.93

- Depreciation 154.95 149.66

- Exceptional Items 114.24 140.80

Profit before tax 265.92 322.97

Tax Expenses 72.51 98.78

Profit After tax 193.41 224.19

Add: Balance brought forward from previous year 168.79 144.42

Foreign Exchange Translation Difference (0.05) (0.13)

Previous year Tax Adjustments (0.53) 2.01

Total amount available for appropriation 361.62 370.49

Less: Appropriations

(a) Transfer to General Reserve 100.00 150.00

(b) Proposed dividend on Equity Shares 27.62 27.62

(c) Corporate Tax on dividend 4.70 4.48

(d) Debenture Redemption Reserve 31.52 19.60

Balance carried to Balance Sheet 197.78 168.79

2. REVIEW OF OPERATIONS

The sales break up for the year 2012-13 is given here under :-

Products Quantity Sold Values (MT) (Rs. in crores)

Large Dia Pipes

- L Saw 3,26,361 240.46

- H Saw 1,67,557 93.96

Ductile Iron Pipes 2,25,593 1,16.00

Pig Iron 44,834 12.50

Seamless Tubes 1,15,256 96.40

Total 8,79,601 5,59.32

Geographical Break up

- Sale in India - 39% - Sale outside India - 61%

The Company produced 8,80,822 MT pipes in 2012-13 as against 854,880 MT in 2011-12.

Saw Pipe Segment : Sale under this segment remained volatile from quarter to quarter on account of the delivery schedules of the buyers as well as lower order book. The operating profit remained under pressure largely due to significant competition and poor demand conditions in domestic and international markets.

DI Pipe Segment : Ductile Iron (DI) pipes segment has seen improved performance which is likely to continue. Small DI pipe facility with blast furnace capacity of approx. 2,00,000 MTPA was put to commercial operation in the quarter ended 31st March 2013. Production has started and the capacity is being gradually ramped up as the production process gets stabilised. The Coke Oven facility and the incremental captive power generation facility related to the DI plant will be commissioned in 2013-14. These facilities are expected to stabilise in the coming months.

Seamless Segment : This segment has witnessed weaker demand, production and sales. The situation is expexted to improve gradually in domestic and export market.

Mining : Operations have commenced in FY 2012-13 and we produced 212,487 MT of concentrate, a part of which was used captively. The beneficiation has resulted in improvement in Fe content. However, the material still needs stability in composition. Mining operation along with pellets expected to bring benefits from the year 2013-14.

3. DIVIDEND

The Board has, subject to the approval of Members at the ensuring annual general meeting, recommended a dividend of Rs. 1/- per equity share of Rs. 2/- for the year ended 31st March, 2013.

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.

Together with the corporate tax on dividend, the total outflow on account of equity dividend is Rs. 32.32 crores.

4. MANAGEMENT DISCUSSION AND ANALYSIS AND CORPORATE GOVERNANCE

A separate report on Management Discussion and Analysis is enclosed as a part of the Annual Report.

Another report provides information / status on the Corporate Governance.

5. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 2I7(2AA) of the Companies Act, 1956 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, 2013, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b that the Directors 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 or loss of the Company for the year under review ;

c. that the Directors had 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 had prepared the accounts for the financial year ended 31st March, 2013 on a ''going concern'' basis.

6. DIRECTORS

Shri Devi Dayal, Dr. Raj Kamal Agarwal and Shri Kuldip Bhargava retire by rotation and, being eligible, offer themselves for re-appointment.

The Board of Directors appointed Shri Neeraj Kumar as an additional director and designated as Group CEO & Whole-time Director in their meeting held on 27th May, 2013. As per the provisions of section 260 of the Companies Act, 1956 he holds office up to the conclusion of ensuring annual general meeting. The Company has received a notice under section 257 of the Companies Act, I956 from a shareholder proposing his candidature to the office of Director of the Company. He will not be liable to retire by rotation.

7. AUDITORS & THEIR REPORT

M/s N. C. Aggarwal & Co., Chartered Accountants, Auditors of the Company retire at the ensuing annual general meeting, and, being eligible, offer themselves for re-appointment.

Auditors'' remarks in their report read with the notes to accounts referred to by them are self-explanatory.

8. COST AUDIT

Pursuant to Section 233 B of the Companies Act, I956, the Board, subject to the approval of Central Government, has re-appointed M/s. R. J. Goel & Co., Cost Accountants, to audit the Cost Accounts of the Company for the year ended 31st March, 2014.

The Company has submitted Cost Audit Report and other documents for the year ended 31st March 2012 with the Central Government by filing Form-1 on 15.01.2013.

9. PUBLIC DEPOSITS

The Company had repaid the deposits matured during the year except unclaimed deposits aggregating Rs. 2.14 crore at the end of the year.

10. PARTICULARS REGARDING CONSERVATION OF ENERGY, ETC.

Information in accordance with the provision of Section 2I7(I)(e) of Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, I988 regarding conservation of energy, technology absorption and foreign exchange earnings and outgo are given in the statement annexed hereto.

11. SUBSIDIARY COMPANIES

The prescribed particulars relating to subsidiaries are being provided in this Annual Report. However, pursuant to circular No. 2/2011 dated 8th February, 2011 issued by the Ministry of Corporate Affairs, the balance sheet and statement of profit & loss of the subsidiaries are not attached herewith. Any member interested in obtaining such particulars may write to the Company Secretary at Jindal Centre,I2, Bhikaiji Cama Place, New Delhi-110 066.

12. PERSONNEL

The industrial relations remained cordial throughout the year. The details of employees under provision of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended, are annexed hereto.

13. ACKNOWLEDGEMENT

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. We 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 Sminu Jindal H. S. Chaudhary

Dated: 27th May, 2013 Managing Director Whole-time Director


Mar 31, 2010

The Directors are pleased to present the 25th Annual Report and Audited Statement of Accounts of the Company for the period ended 31 st March, 2010.

I. FINANCIAL RESULTS

Current Period Previous Year Ended Ended

Particulars 31st March, 2010 31st Dec, 2008 (15 Months) (12 Months) Rs.in crores Rs.in crores

Gross Sales & Income from Operations 6,974.81 5,161.06

Profit before Interest and Depreciation 1,283.36 710.81

Less:

- Interest 184.18 175.84

- Depreciation 131.27 70.58

Profit before tax 967.91 464.39

Provision for Income Tax and Wealth Tax 244.74 I22.06

Net Profit After tax 723.17 342.33

Debenture Redemption Reserve Written Back 18.75 18.75

Foreign Exchange Translation Difference 0.07 (7.16)

Previous Year Adjustments 7.18 (9.38)

Surplus brought forward on amalgamation 3.49

Add: Balance brought forward from previous Year 218.17 413.30

Total amount available for appropriation 970.83 757.84

Less: Appropriations:

(a) Transfer to General Reserve 700.00 500.00

(b) Interim Dividend on Preference shares paid 9.44 5.66

(c) Corporate Tax on above 1.61 0.96

(d) Proposed dividend on Preference Shares 0.34 2.19

(f) Proposed dividend on Equity Shares 34.53 26.06

(g) Corporate Tax on dividends 5.79 4.80

Balance carried to Balance Sheet 219.12 218.17

2. REVIEW OF OPERATIONS

Your Company reported net sales of Rs. 6,777 crores for the 15 months period ended 31 st March 2010 as against Rs 5,003 crores for the 12 months period ended 31st December, 2008 showing a pro-rata increase of 8.4%. However, operating margins (EBITDA) increased by 44.5% on pro-rata basis showing an all round increase in profitability at operating level. The profit after tax also increased to Rs. 723 crores as against Rs 342 crores in the similar period showing a pro-rata increase of app. 69%. The higher profitability could have been achieved due to efficient operations, controls on the overheads, optimization of financial resources and impact of the foreign exchange volatility.

New Projects :

During the reporting period, the Company has commenced operations wrth additional capacities added in the first six months. With these additions production capacity of SAW Pipe division stands at 1840,000 MTPA & the rolling capacity in Seamless Division stands at 250,000 MTPA. The increase in capacity in Seamless Division has been done with technology from SMS Germany which is expected to yield better efficiency in times to come. Your Company has also installed a 7.5 MW(I.5 MWx5 Mills) wind mill power project in Gujarat, in the month of March 2010 which ,is a step towards green energy, a requirement of present time.

Infrastructure Management and Allied Businesses

In 2008, jindal SAW Ltd set-up its subsidiary, jindal ITF Ltd., which owns and operates businesses in three segments of the Indian economy - Infrastructure, transportation and fabrication, identifiable as follows:-

* Water, waste water and solid waste management

* Domestic transport and logistics

* Transportation equipment fabrication

Of the above businesses, only water management and domestic water transport businesses have begun operations. During the 15 months period ended March 31, 2010, jindal lTF had revenues of Rs 236 crores.

A brief of all the projects is given below:

WATER INFRASTRUCTURE

Jindal Water Infrastructure Limited (JWIL) provides "tola water solutions" for potable water, desalination, moving water inland, and waste water management. The over arching focus area for this .SPV will be the fast developing water concession market in India. The target customers for JWIL are Municipal/Urban Local Bodies, Industrial Clusters, SEZ/Builders, etc. JWIL is designing sustainable and innovative solutions to manage public utilities for government bodies in public & private partnership, businesses, industries and SEZs in water and waste water management, on EPC orturnkey models. JWIL is committed towards developing products and processes that are economically viable as well as socially and environmentally acceptable.

The Company is nearing completion of its raw water piping EPC project of Rs. 315 Crores. It is currently implementing a Rs. 20 Crores CETP in Sitarganj, Uttaranchal .in a SPV along with an EPC for supplying water in Angul, Orrisa valuing approx. Rs. 240 Crores. In the current financial year, the Company has bagged two STP projects in Bhavnagar, and Rajkot along with a water supply project in Naya Rajpur, Chattisgarh. It has also been pre qualified for multiple projects both in Municipal as well as in industrial sectors.

WATER TRANSPORTATION

jindal Waterways Ltd. (JWL) ,is focusing on logistics and domestic cargo movement. The strategy is to build a .water bome transportation backbone for initiating domestic cargo moving business. The company started its operation in FY 2007-08 and has the largest fleet in the country. It has already acquired 7 ships and I barge primarily for domestic inter-modal terminal operations. JWL is operating its ships between select terminals and ports having adequate cargo potential. The vessels are being used for container and bulk cargo movement along the east and west coasts. The barge is being utilized for transportation of dry cargo, etc. on the Ganges and Brahmaputra river and other inland waterways besides Bangladesh.

URBAN INFRASTRUCTURE -WASTE TO POWER PROJECT

jindal Urban Infrastructure Limited (JUIL) ,is implementing a Municipal Solid Waste to Power Project in Delhi. The project is housed under a SPV named Timarpur Okhla Waste Management Company Private Ltd. (TOWMCL), which has a 25 years concession for generating and selling power. The project will have a capacity of 20 MW to generate power from MSW supplied by NDMC and

MCD to the plant. The project is currently under implementation and is slated to commence operations by second quarter of 2011. This is the first project of such scale in the country and once implemented, ,it will remove the waste management problems of the Capital significantly.

WAGON MANUFACTURING

jindal Rail Infrastructure Ltd. is aimed at fabrication for transportation sector. In view of the tremendous growth being witnessed in the industrial sphere, and despite the slowdown in the global economic activities, the Indian Growth story remaining intact, the volume of cargo is bound to exceed the presently available infrastructure. Railways are the latest supporter of cargo transportation. The requirement of wagons is envisaged to increase manifold, both by Indian Railways as well as by Private operators. The Company is currently setting up a wagon manufacturing facility at Karjan in Gujarat, with an installed capacity of 3000 wagons p.a. and with an estimated project cost of Rs. I 50 Crores. The total land required for the project i.e. approx 200 bighas, has already been acquired. The project is currently under implementation and will commence operations by December2010.

3. DIVIDEND

The Board has, subject to the approval of Members at the ensuing Annual General Meeting, recommended a dividend of Rupee 1.25 per equity share of Rs. 21- for the period ended 3 I st March, 2010 (Previous year Rs. 5.00 per equity share of Rs. 10/-).

The Boards recommendation for a stable and steady dividend ,is linked to Companys 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.

Together with the corporate tax on dividend, the total outflow on account of equity dividend is Rs. 40.26 crores.

4. CONVERSION OF FCCBs

67900 FCCBs of JPY 1,00,000 each aggregating to JPY 6790 million were outstanding as on 3 I st March, 2010. These are convertible till 24th June, 2011 at the option of bondholders.

After the close of Financial Year on 31 st March, 2010, the Company has allotted 2612036 equity shares of Rs. 21- each on conversion of 8932 FCCBs at a price of Rs. I 35/-per equity share.

5. SUB-DIVISION OF FACE VALUE / ALLOTMENT OF EQUITY SHARES

With your approval, the face value of equity shares of Rs. 10/- each was sub-divided into equity shares of Rs. 21- each w.e.f. 11th December, 2009

The Company had allotted 2600897 equity shares of Rs. 10/- at a price of Rs. 819/- on conversion of equal number of Compulsorily Convertible Debentures which were allotted on preferential basis.

6. MANAGEMENT DISCUSSION AND ANALYSIS AND CORPORATE GOVERNANCE

A separate report on Management Discussion and Analysis relating to business and economic environment surrounding your Company is enclosed as a part of the Annual Report Another report provides information / status on the Corporate Governance.

7. 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 by the Board of Directors: -

a. that in the preparation of the annual accounts for the financial year ended 31 st March, 2010, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b. that the Directors had selected such accounting polices 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 or loss of the Company for the period under review;

c. that the Directors had 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 had prepared the accounts for the financial period ended 31st March, 2010 on a going concern basis.

8. DIRECTORS

Shri, Kuldip Bhargava and Dr. Raj Kamal Agarwal retire by rotation and, being eligible offer themselves for re-appointment

9. AUDITORS & THEIR REPORT

M/s N. C Aggarwal & Co., Chartered Accountants, Auditors of the Company retire at the end of ensuing Annual General Meeting and, being eligible, offer themselves for re-appointment

Auditors remarks in their report read with the notes to accounts referred to by them are self-explanatory.

10. COST AUDIT

Pursuant to Section 233 B of the Companies Act, 1956 and as per the order of the Central Government, the Company carries out audit of Cost Accounts relating to Steel Tubes and Pipes every year. The Board, subject to the approval of Central Government, has appointed Mr. S.N Balasubramanian, Cost Accountant, to audit the Cost Accounts relating to manufacture of steel tubes and

pipes for the period ended 31 st March, 2010.

11. PUBLIC DEPOSITS

The Company had repaid the deposits matured during the year except unclaimed deposits aggregating Rs.3.04crores at the end of the year.

12. PARTICULARS REGARDING CONSERVATION OF ENERGY ETC.

Information in accordance with the provision of Section 217( I )(e) of Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 regarding conservation of energy, technology absorption and foreign exchange earnings and outgo are given in the statement annexed hereto

13. SUBSIDIARY COMPANIES

The Company has total 18 direct and step down subsidiary companies as on 31 st March, 2010. The members may refer to the Statement under Section 212 of the Companies Act, 1956 and the information on financial of subsidiaries appended to the above statement in this Annual Report for further information of these subsidiaries. The Ministry of Corporate Affairs vide its letter No. 47/397/2010-CL- III dated 18.5.2010 granted the approval to the Company for not attaching the Annual Reports of the subsidiary companies with the Annual Report of the Company for the financial period ended .31st March, 2010.

The members, if they desire, may write to the Company Secretary at Jindal Centre, 12, Bhikaiji Cama Place New Delhi - 110 066 to obtain the copy of the Annua Report of the subsidiary companies.

14. PERSONNEL

The industrial relations remained cordial throughout the year. As required by the provision of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended, the names and other particulars of the employees are set out in Annexure to this Report. However, as per the provisions of Section 219( I )(b)(iv) of the Companies Act, 1956, the Report and the Accounts are being sent to all Members of the Company excluding the aforesaid information. Any member interested in obtaining such particulars may write to the Company Secretary at jindal Centre, 12, Bhikaiji, Cama Place, New Delhi-I 10 066.

15. ACKNOWLEDGEMENT

Your Directors express their grateful appreciation to the 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. We 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

SMINU JINDAL H.S. CHAUDHARY Managing Director Wholetime Director

Place : New Delhi Date : 19th July 2010

 
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