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Directors Report of Jindal Stainless (Hisar) Ltd.

Mar 31, 2022

Your Directors have pleasure in presenting the 9^th Directorsâ Report on the business and operations of your Company together with the Audited Statement of Accounts for the financial year ended 31st March, 2022.

FINANCIAL RESULTS

Your Companyâs performance for the financial year ended 31^st March, 2022 is summarized below:

(Rs. in Crore)
Sl. No.	Particulars	For the financial year ended (Standalone)		For the financial year ended (Consolidated)
		31.3.2022	31.3.2021	31.3.2022	31.3.2021
I	Revenue from operations	13,549.29	8,399.70	15,011.36	9,400.29
II	Other Income	114.09	95.26	119.07	107.22
III	Total Income	13,663.38	8,494.96	15,130.43	9,507.51
IV	Total Expenses (excluding finance cost and depreciation)	11,609.30	7,397.13	12,858.09	8,273.25
V	EBITDA*	1,939.99	1,002.57	2,153.27	1,127.04
VI	Finance Cost	112.43	235.71	131.24	250.94
VII	Depreciation	226.90	265.89	250.08	290.38
VIII	Profit before exceptional Items, share of profit of an associate and tax	1,714.75	596.23	1,891.02	692.94
IX	Share of Proft from Associates	_-	.	544.61	145.75
X	Exceptional items - Gain	_-	40.07	_-	41.39
XI	Profit after exceptional items but before tax	1,714.75	636.30	2,435.63	880.08
XII	Tax expense	439.52	158.52	488.39	184.48
XIII	Net Profit for the year	1,275.23	477.78	1,947.24	695.60


XV	Total Comprehensive Income foi the year (comprising Profit and	1,274.54	478.76	2,011.60	702.04

*EBITDA = Earnings before Interest, Tax, Depreciation & Amortization and Other Income FINANCIAL HIGHLIGHTS

During the financial year the revenue from operations of your Company on standalone basis stood at Rs. 13,549.29 Crore as compared to Rs.8,399.70 Crore during previous financial year 2020-21. The Profit before other income, Finance Cost, Exceptional Items, Tax and Depreciation & Amortization (EBITDA) on standalone basis stood at Rs. 1,939.99 Crore as compared to Rs.1,002.57 Crore during previous year. The Net profit on standalone basis stood at Rs.1,275.23 Crore as compared to a net profit of Rs. 477.78 Crore during previous year.

Further, during the financial year, the consolidated revenue from operations of your Company stood at Rs.15,011.36 Crore as compared to Rs.9,400.29 Crore during previous financial year 2020-21. Consolidated Profit before other income, Finance Cost, Exceptional Items, Tax and Depreciation & Amortization (EBITDA) stood at Rs.2,153.27 Crore as compared to Rs.1,127.04 Crore during previous financial year. The Net profit for the financial year 2021-22 on consolidated basis stood at Rs.1,947.24 Crore as compared to Rs.695.60 Crore during previous financial year.

OPERATIONS

Hisar Division:

Your Companyâs performance was exemplary during the financial year 2021-22. The Company overcame the strong headwinds emerging from the supply chain disruptions caused by the ongoing Lockdowns in the initial part of the financial year and inflationary environment caused by geo political crisis in the later part of the year. Inflation continues to be a major challenge for businesses worldwide. In addition to surviving these trying times, your Company made tremendous progress towards expanding the business sustainably.

Your Company adjusted its risk appetites to accommodate shifting customer behaviors. Pandemic dampened the demand in Q1 and surged demand of shifted customer behaviors made it necessary for volumes to increase swiftly, starting in Q2. Pandemic taught us to work in a dynamic & agile way. Managing risk and navigating safely in this unpredictable future has become a new norm for us.

Your Company has always been to the fore front of helping society and enriching lives. Your Company has proactively completed pipeline and auxiliary, for supplying oxygen to 500 bedded Emergency Covid hospitals in Hisar, in record times. Company provided uninterrupted Liquid Medical Oxygen supply to several hospitals. Your Company also provided medical facilities, on call assistance & free vaccination to all employees.

Your Company commissioned the phase 1 of Brownfield expansion of Specialty Product Division and logged the ever highest dispatch of Precision Strips. By carrying the tradition of value creation, your Company has improved its product acceptance across segments & geographies. We brought several internationally reputed organizations such as UK Mint to our fold.

Your Company has always accorded the utmost importance to Safety, Health & Environment. Company has taken giant strides in improving our practices to a sustainable future & growth. Company has received the International Safety Award from British Safety Council for the third consecutive year, most sought award in the category. Companyâs efforts to reduce its impact bore fruit and were also recognized by the prestigious bodies. Company was conferred the Golden Peacock Award for Energy Efficiency for the year 2021 by the Institute of Directors, CII National Award for Excellence in Energy Management 2021, Global Environment Award by Energy & Environment Foundation, National Award for Energy Efficient Unit by Industrial Chronicle and Best Organization award for Adopting Exemplary Environment Practices by National EHS Circle Competition.

Your Company has been continuously outdoing its own quality accomplishments and being recognized by the industrial bodies for the same. Company received the highest ever âPAR EXCELLENCEâ awards in Quality circle front by NCQC (National Convention on Quality Circles) & numerous awards in CCQC (National Convention on Quality Circles.

Your Company has completed the ground work of launching the future growth, with sustainable operations, to the next orbit.

Vizag Division:

Vizag Division produces High Carbon Ferro Chrome (âHCFCâ) with an annual capacity of 40,000 MT. Vizag Division uses Chrome Ore purchased from Odisha Mining Corporation Limited, Tata Steel Limited and others and transfers output to Hisar plant, Jindal Stainless Limited and exports also. The operations at Vizag Division were suspended since 25^th March, 2020 and restored on 4^th October, 2021.

The Vizag Division produced 12,135 MT of HCFC during financial year 2021-22 as compared to Nil production during financial year 2020-21. Vizag Division dispatched/sold 11,516 tons of HCFC in aggregate to Hisar plant and Jindal Stainless Limited during the financial year 2021-22.

CREDIT RATING

The credit ratings for the long term/short term borrowings of the Company as on date of this report is as under:

â¢ India Ratings : IND AA-/ Stable / IND A1

. CRISIL Ratings : CRISIL AA-/ Stable / CRISIL A1

â¢ CARE Ratings: CARE AA- (Outlook: Stable) / CARE A1

DIVIDEND AND TRANSFER TO RESERVES

In terms of the Dividend Distribution Policy, as per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âSEBI LODRâ), equity shareholders of the Company may expect dividend if the Company is having surplus funds and after taking into consideration the relevant internal and external factors as mentioned in the said Policy. Accordingly, considering the cash position, fund requirements for growth of business of your Company and agreement with the Lenders, the Board of Directors has not recommended any dividend for the financial year ended 31^stMarch, 2022. Further, no amount is proposed to be transferred to the reserves of your Company. The Dividend Distribution Policy is available on Company''s website at the following link: https://www.jshlstainless.com/wp-content/uploads/2020/10/Dividend-Distribution-Policy20818.pdf

SHARE CAPITAL

As on 31^st March, 2022, paid up share capital of the Company was Rs.47,18,69,370 divided into 23,59,34,685 equity shares of Rs.2/- each. There was no change in share capital of the Company during the Financial Year 2021-22.

COVID -19 IMPACT

The company is closely monitoring the impact of the Covid-19 pandemic and believes that there will not be any adverse impact on the long term operations and performance of the company.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report as required under SEBI LODR forms part of this Directorâs Report.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

During the year under review , there was no unclaimed amount required to be transferred to Investor Education and Protection Fund of Government of India.

INFORMATION TECHNOLOGY

An organisation succeeds when it evolves in tandem with new technology. Jindal Stainless has always been passionate and adaptable when it comes to embracing change. The financial year 2021-2022 was no different as we successfully completed the year with significant improvements in the IT infrastructure of the company. The highlight of the year was initiating the Digital upgradation of ERP systems for streamlined and transparent business processes.

System applications are not just where it ends, overall Digital Transformation was also one of the major focus area for the financial year. This was made possible by rigorous researching and understanding of the gaps, and defining the roadmap for the upcoming years. Currently we are looking forward to being an early Industry 4.0 adapter soon.

Keeping this vision in mind we launched a plethora of digital initiatives to change the way we conduct our business. A few of them are listed below:

â¢ Digital Logistics Management Solution

Specifically designed to ensure proper supply chain execution.

â¢ The Historical Data Archiving

The initiative archives unwanted mass from the database for future use.

â¢ Procure Easy

A platform that enables suppliers to participate in online sourcing opportunities created by Jindal Stainless.

â¢ Enhanced Cyber Security

Implementing enhanced cyber security measures to protect against external/internal threats and reduce downtime efficiently.

â¢ The Digital Signature

Platform which lets the user sign a document electronically.

Your Company believes in the potential of Information Technology in transforming the world, and hence, our IT team is fully committed to taking the organisation to new heights with the help of cutting-edge technology.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the Companies Act, 2013 ("the Act"), SEBI LODR and Ind-AS 110 on Consolidated Financial Statements read with Ind-AS 28 on investments in Associates and Ind-AS 31 on interests in Joint Ventures, the Audited Consolidated Financial Statements for the financial year ended 31^st March, 2022 are provided in the Annual Report.

SUBSIDIARY COMPANIES / JOINT VENTURES / ASSOCIATE COMPANIES

Your Company has eight subsidiaries, namely:

i. Jindal Stainless Steelway Limited;

ii. JSL Lifestyle Limited;

iii. Green Delhi BQS Limited;

iv. JSL Media Limited;

v. JSL Logistics Limited;

vi. Jindal Lifestyle Limited;

vii. Jindal Strategic Systems Limited; and

viii. J.S.S. Steelitalia Limited

Your Company also has two associate companies namely Jindal Stainless Limited and Jindal Stainless Corporate Management Services Private Limited. There is no joint venture of your Company. Jindal Stainless Steelway Limited is a material subsidiary of your Company.

In terms of the provisions of Section 136 of the Act, the standalone financial statements of the Company, consolidated financial statements of the Company, along with other relevant documents and separate audited accounts of the subsidiaries, are available on the website of the Company, at the link: viz. https://wwwjshlstainless.com/financials/#finstatements

The members, if they desire, may write to the Secretarial Department of the Company at its registered office at O.P. Jindal Marg, Hisar - 125005 (Haryana) to obtain the copy of the financial statements of the subsidiary companies. A statement containing the salient features of the financial statement of the subsidiaries and associate companies in the prescribed Form AOC-1 is attached along with financial statements. The statement also provides the details of performance and financial position of each of the subsidiary company. Your Company has framed a policy for determining âMaterial Subsidiaryâ in terms of Regulation 16(6) of SEBI LODR, which is available at the website of the Company at the link:

https://www.jshlstainless.com/wp-content/uploads/2021/08/JSHL-Policy-for-determining-

material-subsidiaries.pdf

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board of Directors upon the recommendation of the Nomination and Remuneration Committee approved to appoint Mr. Jayaram Easwaran as a non-executive Independent Director, to hold office for a term of 3 (three) years w.e.f. 27^th April 2022. In the opinion of the Board, he possesses adequate integrity, expertise and experience including the proficiency as ascertained from the online proficiency self-assessment test conducted by the Indian Institute of Corporate Affairs, for appointment as an Independent Director of the Company. The shareholders of the Company approved his appointment through postal ballot on 29^th June, 2022.

Further, in accordance with the provisions of the Act, Mr. Abhyuday Jindal is liable to retire by rotation at the ensuing AGM and being eligible, offers himself for re- appointment.

Brief resume and other details as stipulated under Regulation 36(3) of SEBI LODR and Secretarial Standard - 2 issued by The Institute of Company Secretaries of India of Mr. Abhyuday Jindal, Director being liable to retire at the ensuing AGM are given in the Notice forming part of the Annual Report.

Mr. Girish Sharma ceased to be Director of your Company with effect from 30^th April, 2022 consequent upon completion of second term of his appointment as an independent director. The Board of Directors places on records its appreciation for the valuable contribution made by him during his tenure as Director of the Company.

DECLARATION BY INDEPENDENT DIRECTORS

All the Independent Directors have given declaration to the Company under section 149 (7) of the Act that they meet the criteria of independence as provided in Section 149(6) of the Companies Act, 2013 and Regulation 16 of SEBI LODR. The Independent Directors have also confirmed that they have complied with the Company''s Code of Conduct for Board Members and senior management and they are not debarred to act as a Director by virtue of any SEBI order or any other statutory authority.

Your Company has also devised a Policy on Familiarization Programme for Independent Directors which aims to familiarize the Independent Directors with your Company, nature of the industry in which your Company operates, business operations of your Company etc. The said Policy may be accessed on your Company''s website at the link:

https://www.jshlstainless.com/wp-content/uploads/2020/10/Policy-on-Familiarization-programme-9-4-118.pdf

BOARD EVALUATION

An annual performance evaluation of all Directors, the Committees of Directors and the Board as a whole was carried out during the year. For the purpose of carrying out performance evaluation, assessment questionnaires were circulated to all Directors and their feedback was obtained and recorded.

COMPOSITE SCHEME OF ARRANGEMENT

The Board of Directors of your Company at its meeting held on 29^th December 2020 upon the recommendation of its committee(s) had considered and approved a Composite Scheme of Arrangement pursuant to Sections 230 to 232 and other relevant provisions of Companies Act, 2013, amongst the Company, Jindal Stainless Limited (âJSLâ), JSL Lifestyle Limited, Jindal Lifestyle Limited, JSL Media Limited and Jindal Stainless Corporate Management Services Private Limited (''Scheme''). The first motion petition was filed before Honâble National Company Law Tribunal, Chandigarh bench (âHonâble NCLTâ) on 17^th March, 2021.

The NCLT vide its order dated 25^th February, 2022 as rectified by order dated 3^rd March, 2022 directed the convening of meetings of equity shareholders, secured creditors and unsecured creditors of Jindal Stainless Limited and Jindal Stainless (Hisar) Limited on 23^rd April, 2022 and meetings of secured creditors and unsecured creditors of JSL Lifestyle Limited on 24^th April, 2022. As per regulatory requirement, the said companies convened meetings of their respective shareholders and creditors for approving the Scheme of Arrangement between the Companies. Post receipt of approval of the shareholders and creditors, the second motion petition was filed with Honâble NCLT on 23^rd April, 2022. Honâble NCLT while hearing the second motion application directed to issue notice(s) to the sectoral regulator(s).

GENERAL MEETING / POSTAL BALLOT

During the financial year ended 31^st March, 2022, apart from holding the Annual General Meeting of the Company on 16^th September, 2021, the Company conducted a Postal Ballot exercise vide

notice dated 9^th February 2022, to seek approval of the shareholders for entering into/continue with material related party contracts / arrangements / transactions for financial year 2021-22. The aforesaid matter was duly approved by the shareholders of the Company and the result of postal ballot was declared on 22^nd March, 2022.

Further, the Company vide Postal Ballot notice dated 24th May, 2022, sought approval of the shareholders for appointment of Mr. Jayaram Easwaran (DIN: 02241192) as an independent director of the Company; to enter into / continue with material related party contracts / arrangements / transactions for financial year 2022-23; and for material related party contracts / arrangements / transactions for financial year 2022-23 between Jindal Stainless Steelway Limited (a wholly-owned subsidiary of the Company) and Jindal Stainless Limited (an associate company of the Company). All the three resolutions were approved by the shareholders of the Company and result of postal ballot was declared on 30^th June, 2022.

FIXED DEPOSITS

Your Company has not accepted any deposit from the public. Hence, no information is required to be appended to this report.

EMPLOYEES STOCK OPTION SCHEME

Since the Company has not issued any stock options, the requirement of disclosure under Regulation 14 of Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 is not applicable to the Company.

PARTICULARS REGARDING THE CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of The Companies (Accounts) Rules, 2014, is annexed herewith as Annexure - I forming part of this Report.

PARTICULARS OF EMPLOYEES

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 in the prescribed format and annexed herewith as Annexure - II to this Report.

The statement containing particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) & (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate annexure forming part of this Report. Having regard to the provisions of the second proviso to Section 136(1) of the Act, the Annual Report excluding the aforesaid information is being sent to the members of the Company. The said information is available for inspection at the Registered Office of the Company during working hours and any member interested in obtaining such information may write to the Secretarial Department of the Company and the same will be furnished on request.

STATUTORY AUDITORS AND AUDITORSâ REPORT

M/s. Lodha & Co. and M/s. S.S. Kothari Mehta & Co., Joint Statutory Auditors of the Company and M/s. N.C. Aggarwal & Co., Branch Auditor of the Company''s branch located at Kothavalasa in Vizianagaram district, Andhra Pradesh (hereinafter referred to as "Branch Auditor"), were appointed by the members at the 7^th Annual General Meeting of the Company held on 21^st August, 2020, for a

period of five consecutive years i.e. until the conclusion of the 12^th Annual General Meeting of the Company. The Auditors have confirmed that they are not disqualified from continuing as Auditors of the Company.

The Notes to financial statement referred to in the Auditorsâ Report are self-explanatory and do not call for any further comments. The Auditorsâ Report does not contain any qualification, reservation or adverse remark. During the year under review, the Statutory Auditors have not reported any incident related to fraud to the Audit Committee or the Board under Section 143 (12) of the Act.

COST AUDITORS

In accordance with the provisions of Section 148 of the Act, read with the Companies (Cost Records and Audit) Rules, 2014, your Company is required to get its cost accounting records audited by a Cost Auditor. The Board has appointed M/s. Ramanath Iyer & Co., Cost Accountants, for this purpose for the financial year 2022-23.

The remuneration payable to the Cost Auditors for the financial year 2022-23 shall be placed for ratification by members at the ensuing AGM in terms of Section 148 of the Act read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014.

SECRETARIAL AUDITORS

The Board had appointed M/s Vinod Kothari & Co., Practicing Company Secretaries to conduct Secretarial Audit for the financial year 2021-22. The Secretarial Audit Report for the financial year ended 31^st March, 2022 is annexed herewith marked as Annexure - III(a) to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

Jindal Stainless Steelway Limited, material subsidiary of your Company, has been undertaken its secretarial audit for the financial year ended 31^st March, 2022 by Practicing Company Secretaries. The Secretarial Audit Report is annexed herewith marked as Annexure - III(b). The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

In line with the Circular dated February 8, 2019 issued by the Securities and Exchange Board of India, Annual Secretarial Compliance Report for the year ended 31^st March, 2022 confirming compliance of all applicable SEBI Regulations, Circulars and Guidelines by the Company was issued by M/s Vinod Kothari & Co., Practicing Company Secretaries. The same is available on the website of the Company at www.jshlstainless.com.

The Board of Directors at its meeting held 5^th May, 2022 has re-appointed M/s. Vinod Kothari & Co., Practicing Company Secretaries, as Secretarial Auditor for conducting Secretarial Audit of the Company for financial year 2022-23.

RISK MANAGEMENT

The Board of Directors had constituted a Risk Management Committee which has been entrusted inter alia with the following functions: (a) Framing of Risk Management Plan and Policy; (b) Overseeing implementation / Monitoring of Risk Management Plan and Policy; (c) Identifying emerging risks and reviewing risk mitigation strategies; and (d) Formulating a cyber security plan and overseeing its implementation.

Your Company has laid down procedures to inform Board members about risk assessment and minimization strategy. The Board doesnât foresee any immediate risk which threatens the existence of the Company. The details of Risk Management Committee meeting held during financial year under review and attendance of committee members are mentioned in the Corporate Governance Report.

INTERNAL FINANCIAL CONTROLS

Your 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.

AUDIT COMMITTEE

Composition of the Audit Committee of the Board, along with the details of meetings held during the financial year under review and attendance of Committee members at the said meetings, have been provided in the Corporate Governance Report. All the recommendations made by the Audit Committee during the financial year 2021-22 were accepted by the Board.

CORPORATE SOCIAL RESPONSIBILITY

Your Company has a comprehensive Corporate Social Responsibility Policy (âCSR Policyâ) in place, indicating the focus areas of Company''s CSR activities.

In line with the CSR philosophy and all the focus areas, your Company has planned interventions in the fields of education & vocational training, integrated health care, women empowerment, social projects, rural infrastructure development, environment sustainability, sports, preservation of art and culture.

The Disclosure as per Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed to this Report at Annexure-IV.

The CSR Policy can be accessed on the Companyâs website at the link:

The CSR Policy can be accessed on your Company''s website at the following link:

https://www.jslstainless.com/wp-content/uploads/2020/09/JSL-CSR-Policy.pdf

CSR COMMITTEE

As on 31^st March, 2022, the CSR Committee comprises of the following members:

Sl. No.	Name of Director	Status	Category
1	Mrs. Deepika Jindal	Chairperson	Non-Executive, Non Independent
2	Mr. N.C. Mathur	Member	Non- Executive, Independent Director
3	Mr. Jagmohan Sood	Member	Executive, Non Independent

The details of meeting held during the financial year under review and attendance of Committee members at the said meeting are provided in the Corporate Governance Report, forming part of the Annual Report.

BUSINESS RESPONSIBILITY REPORT

Your Company is committed to grow the business responsibly with a long term perspective as well as to the nine principles enshrined in the National Voluntary Guidelines (NVGs) on social, environmental and economic responsibilities of business, as notified by the Ministry of Corporate Affairs, Government of India, in July, 2011.

The Business Responsibility Report ("BRR") of your Company as per requirement of Regulation 34(2)(f) of the SEBI LODR describing the initiatives taken by the Company from an environmental, social and governance perspective, alongwith all the related policies can be viewed on the Company''s website at www.ishlstainless.com.

POLICY ON PREVENTION OF SEXUAL HARASSMENT

Your Company has in place a policy on prevention of sexual harassment at work place in accordance with the provisions of Prevention, Prohibition and Redressal of Sexual Harassment of Women at Workplace Act, 2013 ("POSH Act"). The policy aims at prevention of harassment of women employees and lays down the guidelines for identification, reporting and prevention of sexual harassment. There is an Internal Complaints Committee (ICC) which is responsible for redressal of complaints related to sexual harassment and follows the guidelines provided in the policy.

During the year, one complaint was received and the same has been closed within the stipulated time limits and in accordance with the law. There are no pending complaints either at the beginning or end of the financial year.

STOCK EXCHANGES WHERE THE SECURITIES ARE LISTED

National Stock Exchange of India Limited (âNSEâ), BSE Limited (âBSEâ)

Exchange Plaza, 5^th Floor, Plot No. C/1, Phiroze Jeejeebhoy Towers,

G - Block, Bandra-Kurla Complex, Dalal Street

Bandra (E), Mumbai - 400 051 Mumbai - 400 001

The Company pays annual listing fee to NSE and BSE. No shares of your Company were delisted during the financial year 2021-22. The Global Depository Shares (âGDSâ) are listed on Luxembourg Stock Exchange.

ANNUAL RETURN

In terms of Sections 92(3) and 134(3) of the Act, annual return is available on the Company''s website and can be viewed at the link: https://www.ishlstainless.com/annual-return

NUMBER OF BOARD MEETINGS

The Board of Directors met five times during the financial year ended on 31^st March, 2022. The details of Board Meetings and the attendance of the Directors are provided in the Corporate Governance Report forming part of this Annual Report.

WHISTLE BLOWER POLICY / VIGIL MECHANISM

Pursuant to the provisions of Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 22 of the SEBI LODR, your Company has a Whistle Blower Policy for its directors, employees and business partners to report genuine concerns about unethical behavior, actual or suspected fraud or violation of your Company''s Code of Conduct or ethics policy.

The Whistle Blower Policy can be accessed on the Companyâs website at the link: https://www.ishlstainless.com/wp-content/uploads/2020/10/Whistle-Blower-Policv-JSHL.pdf

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY THE COMPANY UNDER SECTION 186 OF THE COMPANIES ACT, 2013

The particulars of loans, guarantees or investments by your Company under Section 186 of the Companies Act, 2013 are stated in Notes to Accounts of the financial statements, forming part of the Annual Report.

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All related party transactions that were entered and executed during the year under review were at arms'' length basis. As per the provisions of Section 188 of the Companies Act, 2013 and Rules made thereunder read with Regulation 23 of SEBI LODR, your Company had obtained approval of the Audit Committee under omnibus approval route and / or under specific agenda items before entering into such transactions.

Particulars of contracts or arrangements entered into by the Company with the related parties referred to in Section 188(1) of the Companies Act, 2013, in prescribed form AOC-2, is attached as Annexure - V to this Report.

Your Directors draw attention of the members to Notes to the financial statements, which inter alia set out related party disclosures. The Policy on materiality of related party transactions and dealing with related party as approved by the Board may be accessed on your Company''s website at the link: https://www.ishlstainless.com/wp-content/uploads/2022/05/JSHL-Policy-on-dealing-with-RPT-2022.pdf

In terms of Regulation 23 of the SEBI LODR, the shareholders of the Company approved to enter into material related party transactions during the financial year 2022-23 by way of postal ballot for which the result was declared on 30^th June, 2022.

The details pertaining to transactions with person(s) or entity(ies) belonging to the promoter/ promoter group or any person or any entity holding equity shares of twenty percent or more in the Company are mentioned in the Standalone Financial Statement.

THE CHANGE IN THE NATURE OF BUSINESS, IF ANY

There has been no change in the nature of Companyâs business during the financial year ended on 31^st March, 2022.

POLICY ON DIRECTORSâ APPOINTMENT AND REMUNERATION POLICY

The Nomination and Remuneration Committee (NRC) considers the best remuneration practice in the industry and while fixing the appropriate remuneration package and for administering the long- term incentive plans. Further, the compensation and packages of the Directors, key Managerial Personnel, Senior Management and other employees are designed in terms of remuneration policy framed by the NRC. The remuneration policy of your Company can be viewed at the following link: https://www.j shlstainless.com/wp-

content/uploads/2020/10/Remuneration-Policy.pdf

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There were no material changes and commitments affecting the financial position of your Company which occurred between the end of the financial year to which this financial statement relates on the date of this report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYâS OPERATIONS IN FUTURE

During the financial year 2021 -22, there were no such significant material orders passed by the regulators or courts or tribunals impacting the going concern status and companyâs operations in future.

SECRETARIAL STANDARDS

The applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to âMeetings of the Board of Directorsâ and âGeneral Meetingsâ, respectively, have been duly followed by the Company.

DIRECTORSâ RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(5) of the Companies Act, 2013 with respect to Directorsâ Responsibility Statement, it is hereby confirmed that:

(a) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(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 the Company as at 31^st March, 2022 and of the profit and 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 Companies Act, 2013 for

safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) the Directors have prepared the annual accounts of the Company on a âgoing concernâ basis.

(e) the Directors have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and were operating effectively.

(f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems were adequate and operating effectively.

CORPORATE GOVERNANCE

A separate section on Corporate Governance and certificate from the Practicing Company Secretary regarding compliance of conditions of Corporate Governance as stipulated under the SEBI LODR form part of the Annual Report.

OTHER DISCLOSURES

Y our Directors state that no disclosure or reporting is required in respect of the following items, during the period under review:

(a) There was no issue of equity shares with differential voting rights as to dividend, voting or otherwise.

(b) There was no issue of shares (including sweat equity shares) to the employees of the Company under any Scheme.

(d) There was no instance of one time settlement with any bank or financial institution.

(e) Neither the Managing Director nor the Whole-time Director of the Company received any remuneration or commission from any of the subsidiary companies.

ACKNOWLEDGEMENT

Y our Directors would like to express their gratitude for the valuable assistance and co-operation received from shareholders, banks, government authorities, customers and vendors. Your Directors also wish to place on record their appreciation for the committed services of all the employees of your Company.

For and on behalf of the Board of DirectorsPlace: Gurugram Abhyuday Jindal Jagmohan Sood

Date: July 27, 2022 Managing Director Whole Time Director

DIN: 07290474 DIN: 08121814

Mar 31, 2018

THE MEMBERS,

The Directors have pleasure in presenting the 5^th Annual Report on the business and operations of your Company together with the Audited Statement of Accounts for the financial year ended 31st March, 2018.

FINANCIAL RESULTS

Your Companyâs performance for the financial year ended 31st March, 2018 is summarized below:

(Rs. In Crore)

Sl. No.	Particulars	For the financial year ended (Standalone)		For the financial year ended (Consolidated)
		31.03.2018	31.03.2017	31.03.2018	31.03.2017
I	Revenue from operations	9,450.23	7,575.55	10,563.30	8,536.19
II	Other Income	112.20	60.70	116.05	65.00
III	Total Income	9,562.43	7,636.25	10,679.35	8,601.19
IV	Total Expenses	8,972.79	7,328.42	10,025.12	8,272.27
V	EBITDA*	1,139.49	924.30	1,230.64	980.56
VI	Profit before exceptional Items, share of profit of an associate and tax	589.64	307.83	654.23	328.92
VII	Share of Profit from Associates	-	-	147.31	50.25
VIII	Exceptional items - Gain	18.44	18.02	19.56	28.27
IX	Profit after exceptional items but before tax	608.08	325.85	821.10	407.44
X	Tax expense	212.38	107.83	233.45	116.96
XI	Net Profit for the year	395.70	218.02	587.65	290.48
XII	Total Other Comprehensive Income	(175)	(2.25)	3.50	(2.55)
XIII	Total Comprehensive Income for the year (comprising Profit and other Comprehensive Income for the year)	393.95	215.77	591.15	287.93

*EBITDA = Earnings before Interest, Tax, Depreciation & Amortization and Other Income

FINANCIAL HIGHLIGHTS

During the year, the revenue from operations of your Company on standalone basis has increased by ~ 25% at Rs.9,450.23 Crore as compared to Rs.7,575.55 Crore during previous financial year 2016-17. The Profit before other income, Finance Cost, Exceptional Items, Tax, Depreciation & Amortisation (EBITDA) on standalone basis stood at Rs.1,139.49 Crore as compared to Rs.924.30 Crore during previous year. The Net profit on standalone basis stood at Rs.395.70 Crore as compared to a net profit of Rs.218.02 Crore during previous year.

Further, during the year, the consolidated revenue from operations of your Company has increased by ~ 24% at Rs.10,563.30 Crore as compared to Rs.8,536.19 Crore during previous financial year 2016-17. Consolidated Profit before other income, Finance Cost, Exceptional Items, Tax Depreciation & Amortization (EBITDA) stood at Rs. 1,230.64 Crore as compared to Rs.980.56 Crore during previous year. The Net profit on consolidated basis stood at Rs.587.65 Crore as compared to Rs.290.48 Crore during previous year.

Your Company has delivered a strong financial result for the third consecutive year. Your Company has reported a robust growth in PAT at Rs.395.70 Crore in financial year 2017-18 as against Rs.218.02 Crore during previous financial year 2016-17, registering ~81% increase. EBIDTA is up by ~23% at Rs.1,139.49 Crore in Financial Year 2017-18.

OPERATIONS Hisar Division:

Your Company has been able to improve its performance during the year 2017-18. Steel Melting Shop produced 6,97,545 MT as compared to 6,66,678 MT in the previous year. HRAP saleable production during the year 2017-18 was 1,05,765 MT as compared to 1,03,745 MT in the previous year. CRAP Saleable production during the year 2017-18 was 3,20,949 MT as compared to 2,75,345 MT in the previous year.

The Production in Special Product Division during the year 2017-18 was 27,953 MT as compared to 26,665 MT during previous year.

Your Company made rapid strides in Financial Year 2017-18 with a considerable increase in both top line & bottom line numbers. Your Company sold 7,42,704 MT stainless steel products during the financial year as compared to 6,56,880 MT during previous year, achieved 13% growth in volume from the previous year. Your Company not only managed to increase sales but optimized the sales mix to improve its margins in the highly competitive market.

Your Company undertook various capacity enhancement & debottlenecking initiatives which helped to increase much needed wider products in the portfolio. These capacity enhancement initiatives should help us grow further in coming years as well.

Your Company continued to focus on different products in Stainless Steel and successfully managed to market its recently added Long product portfolio globally. We also managed to add various new customers for our Special Product Division (âSPDâ) products.

During the year, the Company took various benchmark initiatives to improve the environment and was recognized for its efforts through prestigious ''Golden Peacock'' Award for Environment Management.

The Company continued its tradition of Excellent Quality and was duly recognized by the industrial bodies for the same. The National âPAR EXCELLENCE AWARDâ was given to your Company in Quality circle front by NCQC (National Convention on Quality Circles).

The Company continued to put a paramount focus on Safety and undertook various training initiatives for same. The Company was awarded âBehaviour-based Safety Awardâ for outstanding training initiatives in behavior-based safety. The Company continued to meet global benchmarks and was duly recognized for the same by being certified as âISO Certification 2015â company.

To reduce costs and improve productivity, we continued to innovate and digitize our operations. We are well on our way to be a paperless factory that would not only help us to save costs but would also assist in environment conservation.

Vizag Division:

Vizag division produces High Carbon Ferro Chrome (âHCFCâ) with annual capacity of 40,000 MT.

Vizag division uses Chrome Ore purchased from Odisha Mining Corporation Ltd/ Tata Steel Ltd. & others and transfers the output to Hisar Plant. The Unit could produce 28,649 MT of HCFC (including 216 MT of metal recovery quantity from new Metal Recovery Plant) during the year 2017-18 as compared to 7,680 MT during the last financial year 2016-17 as the plant was shut down for more than eight months during financial year 2016-17.

Vizag division could dispatch 29,097 MT of HCFC to Hisar plant during the year 2017-18 as compared to 7,736 MT during financial year 2016-17.

REVISION IN CREDIT RATING

Your Company received a rating upgrade from CARE, to âA-â from âBBB â on July 25, 2018, reflecting Companyâs enhanced profitability and robust balance sheet, along with superior operational performance.

DIVIDEND AND TRANSFER TO RESERVES

In terms of the Dividend Distribution Policy, as per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, equity shareholders of the Company may expect dividend if the Company is having surplus funds and after taking into consideration the relevant internal and external factors as mentioned in the said Policy. Accordingly, considering the cash position, fund requirements for growth of business of your Company and agreement with the Lenders, the Board of Directors has not recommended any dividend for the financial year ended 31st March, 2018. Accordingly, no amount is also proposed to be transferred to the reserves of your Company. The Dividend Distribution Policy is available on Company''s website at the following link: www.jshlstainless.com/pdf/Dividend-Distribution-Policy20818.pdf

SHARE CAPITAL

As on 31^st March, 2018, paid up share capital of the Company was Rs. 47,18,69,370 divided into 23,59,34,685 equity shares of Rs.2/- each. There was no change in share capital of the Company during the Financial Year 2017-18.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report as required under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âSEBI LODRâ) forms part of this Annual Report.

BUSINESS RESPONSIBILITY REPORT

Your Company is committed to grow the business responsibly with a long term perspective as well to the nine principles enshrined in the National Voluntary Guidelines (NVGs) on social, environmental and economic responsibilities of business, as notified by the Ministry of Corporate Affairs, Government of India, in July, 2011.

The Business Responsibility Report (âBRRâ) of the Company as per the requirements of Regulation 34(f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 describing the initiatives taken by the Company from an environmental, social and governance perspective, alongwith all the related policies can be viewed on the Company''s website at www.jshlstainless.com.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

During the year, there was no unclaimed amount required to be transferred to Investor Education and Protection Fund of Government of India. EMPLOYEES STOCK OPTION SCHEME

Since the Company has not issued any stock options, the requirement of disclosure under Regulation 14 of Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 is not applicable to the Company.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the Companies Act, 2013, SEBI LODR and Ind-AS on Consolidated Financial Statements read with Ind-AS-28 on investments in Associates and Ind-AS-31 on interests in Joint Ventures, the Audited Consolidated Financial Statements are provided in the Annual Report.

SUBSIDIARY COMPANIES / JOINT VENTURES / ASSOCIATE COMPANIES

As on 31st March, 2018, your Company has five subsidiaries, namely (i) JSL Lifestyle Limited, (ii) Jindal Stainless Steelway Limited, (iii) Green Delhi BQS Limited, (iv) JSL Media Limited and (v) JSL Logistics Limited and two associate companies namely (i) Jindal Stainless Limited; and (ii) Jindal Stainless Corporate Management Services Private Limited. There is no joint venture of the Company.

The Financial Statements of Subsidiary Companies are kept open for inspection by the shareholders at the Registered Office and Corporate Office of the Company during business hours on all days except Saturdays and Sundays and public holidays up to the date of Annual General Meeting (AGM) as required under Section 136 of the Companies Act, 2013. The members, if they desire, may write to the Company Secretary at O.P. Jindal Marg, Hisar - 125005 (Haryana) to obtain the copy of the financial statement of the subsidiary companies. The Financial Statements including the Consolidated Financial Statements and all other documents required to be attached with this Report have been uploaded on the website of your Company viz. www.jshlstainless.com.

Your Company has framed a âPolicy for determining Material Subsidiaryâ in terms of Regulation 16(1)(c) of SEBI LODR. The said Policy may be accessed on the Companyâs website at the link: http://www.jshlstainless.com/pdf/Policy%20for%20determining%20material%20subsidiaries.pdf

DIRECTORS & KEY MANAGERIAL PERSONNEL

The Board of Directors appointed Mr. Abhyuday Jindal as Managing Director and Key Managerial Personnel of the Company w.e.f. 26th April, 2018. Prior to his appointment as the Managing Director, Mr. Abhyuday Jindal was Non Executive Vice Chairman of your Company.

Further, the Board has inducted Mr. Jagmohan Sood as an Additional Director on the Board of Directors w.e.f. 15th May, 2018 and appointed him as Whole Time Director and Key Managerial Personnel of the Company w.e.f. the said date. Mrs. Arti Luniya has been appointed as an Additional Director (Independent) w.e.f. 26th July, 2018.

The Board of Directors has also approved the appointment of Maj. Gen. Kanwaljit Singh Thind, VSM (Retd.), whose 1^st term was upto 1^st November, 2017, as an Independent Director, to hold office for a term of 3 (three) years with effect from 2^nd November, 2017.

The requisite resolutions for the appointment/ re-appointment of the aforesaid Directors will be placed before the Members for their approval at the ensuing Annual General Meeting (âAGMâ).

Mr. Ashok Kumar Gupta has ceased to be Manager and Whole Time Director of the Company w.e.f. 26^th April, 2018 and 15^th May, 2018 respectively. Mr. Ankur Agrawal has ceased to be Chief Financial Officer w.e.f. 27^th April, 2018. The Board places on record its sincere appreciation for the valuable contributions made by them during their tenure.

Mrs. Deepika Jindal, who retires by rotation at the ensuing AGM under the provisions of the Companies Act, 2013 and being eligible, offers herself for reappointment.

Brief resumes of the abovementioned Directors being appointed / re-appointed, nature of their expertise in specific functional areas, details of Directorship in other companies, membership / chairmanship of committees of the board and other details, as stipulated under Regulation 36(3) of SEBI LODR and Secretarial Standard - 2 issued by the Institute of Company Secretaries of India, are given in the Notice forming part of the Annual Report.

All Independent Directors have given declaration to the Company that they meet the criteria of independence as provided in Section 149(6) of the Companies Act, 2013.

http://jshlstainless.com/pdf/Policy%20on%20familiarisation%20programme%20for%20independent%20directors-%20JSHL.pdf

BOARD EVALUATION

POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION POLICY

Pursuant to the provisions of Section 178 of the Companies Act, 2013 and the SEBI LODR, the Board of Directors on recommendations of the Nomination and Remuneration Committee has approved the (i) Policy for nomination and selection of Independent Directors and NonExecutive Non-Independent Directors and (ii) Remuneration Policy. The said policies may be accessed on your Company''s website at the link: www.jshlstainless.com/pdf/Remuneration%20Policy.pdf

FIXED DEPOSITS

The Company has not accepted any deposit from the public. Hence, no information is required to be appended to this report.

PARTICULARS REGARDING THE CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of The Companies (Accounts) Rules, 2014, is annexed herewith as Annexure - âIâ forming part of this Report.

PARTICULARS OF EMPLOYEES

In terms of the provisions of Section 197(12) of the Companies Act, 2013 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 forms part of this Annual Report.

Having regard to the provisions of the first proviso to Section 136(1) of the Act, the Annual Report excluding the aforesaid information is being sent to the members of the Company. The said information is available for inspection at the Registered Office and Corporate Office of the Company during normal business hours on working days upto the date of this AGM and any member interested in obtaining such information may write to the Company Secretary and the same will be furnished on request.

STATUTORY AUDITORS AND AUDITORSâ REPORT

M/s. Lodha & Co. and M/s. S.S. Kothari Mehta & Co., Joint Statutory Auditors of the Company and M/s. N.C. Aggarwal & Co., Branch Auditors of Vishakhapatnam Division of the Company, were appointed by the Shareholders at the 2nd Annual General Meeting of the Company held on 30th December, 2015, for a period of five consecutive years i.e. until the conclusion of the 7th Annual General Meeting of the Company. The ratification of their appointment, pursuant to Section 139 of the Companies Act, 2013, is not required, in terms of Notification No. S.O. 1833(E) dated May 7, 2018, issued by the Ministry of Corporate Affairs and accordingly, the item has not been included in the Ordinary Business of the AGM Notice forming part of this Annual Report. The Auditors have confirmed that they are not disqualified from continuing as Auditors of the Company.

The Notes on financial statement referred to in the Auditorsâ Report are self-explanatory and do not call for any further comments. The Auditorsâ Report does not contain any qualification, reservation or adverse remark.

COST AUDITORS

In accordance with the provisions of Section 148 of the Companies Act, 2013 read with Companies (Cost Records and Audit) Rules, 2014, your Company is required to get its cost accounting records audited by a Cost Auditor. The Company has appointed M/s. Ramanath Iyer & Co., Cost Accountants, for this purpose for FY 2018-19. The Company maintains cost records as specified under Section 148 of the Companies Act, 2013 and gets them audited. The Cost Audit Report for the FY 2017-18 given by the Cost Auditors does not contain any qualification, reservation or adverse remark.

The remuneration of the Cost Auditors shall be placed for ratification by members in terms of Section 148 of the Companies Act, 2013 read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014.

SECRETARIAL AUDITORS

The Board has appointed M/s Vinod Kothari & Co., Practicing Company Secretaries to conduct Secretarial Audit for the financial year 201819. The Secretarial Audit Report for the financial year ended March 31, 2018 is annexed herewith marked as Annexure - II to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

RISK MANAGEMENT

The Company has laid down procedures to inform Board members about the risk assessment and minimization procedures. These procedures are periodically reviewed to ensure that executive management controls risk through means of a properly defined framework. The Company has also devised a Risk Management Policy for identification of elements of risks and procedures for reporting the same to the Board.

INTERNAL FINANCIAL CONTROLS

AUDIT COMMITTEE

The Audit Committee comprises of the following four Directors out of which three are Independent Directors:

Sl. No.	Name	Status	Category
1	Mr. Girish Sharma	Chairman	Independent Director
2	Mr. Kanwaljit Singh Thind	Member	Independent Director
3	Mr. Arunendra Kumar	Member	Independent Director
4	Mr. Jagmohan Sood ¹	Member	Whole Time Director

* Mr. Jagmohan Sood has been inducted in the Audit Committee w.e. f 15th May, 2018. Mr. Ashok Kumar Gupta ceased to be member of the Audit Committee w.e.f. 15th May, 2018.

All the recommendations made by the Audit Committee during the financial year 2017-18 were accepted by the Board.

CORPORATE SOCIAL RESPONSIBILITY

The Corporate Social Responsibility Committee (âCSR Committeeâ) has formulated and recommended to the Board, a Corporate Social Responsibility Policy (âCSR Policyâ) indicating the focus areas of Company''s CSR activities.

The Disclosure as per Rule 9 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed to this Report at Annexure-III.

The CSR Policy can be accessed on the Companyâs website at the link: http://jshlstainless.com/pdf/JSHL%20CSR%20Policy.pdf

CSR COMMITTEE

The CSR Committee comprises of the following three Directors out of which one is Independent Director:

Sl.	Name	Status	Category
No.
1	Mrs. Deepika Jindal	Chairperson	Non- Executive Director, Non Independent
2	Mr. Kanwaljit Singh Thind	Member	Non- Executive, Independent Director
3	Mr. Jagmohan Sood *	Member	Executive, Non Independent

POLICY ON PREVENTION OF SEXUAL HARASSMENT

Your Company has in place a policy on prevention of sexual harassment at workplace in accordance with the provisions of Prevention, Prohibition and Redressal of Sexual Harassment of Women at Workplace Act, 2013. The policy aims at prevention of harassment of women employees and lays down the guidelines for identification, reporting and prevention of sexual harassment. There is an Internal Complaints Committee (ICC) which is responsible for redressal of complaints related to sexual harassment and follows the guidelines provided in the policy.

During the year ended 31st March, 2018, no complaints were received pertaining to sexual harassment.

STOCK EXCHANGES WHERE THE SHARES ARE LISTED

National Stock Exchange of India Limited (âNSEâ), BSE Limited (âBSEâ)

Exchange Plaza, 5th Floor, Plot No. C/1, Phiroze Jeejeebhoy T owers,

G - Block, Bandra-Kurla Complex, Dalal Street

Bandra (E), Mumbai - 400 051 Mumbai - 400 001

The annual listing fee was paid to both the stock exchanges. No shares of the Company were delisted during the financial year 2017-18. The Global Depository Shares (âGDSâ) are listed on Luxembourg Stock Exchange.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT 9 is annexed herewith as Annexure -âIVâ

NUMBER OF BOARD MEETINGS

The Board of Directors met four times during the financial year ended on 31st March, 2018. The details of Board Meetings and the attendance of the Directors are provided in the Corporate Governance Report forming part of this Annual Report.

WHISTLE BLOWER POLICY / VIGIL MECHANISM

Pursuant to the provisions of Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 22 of the SEBI LODR, your Company has a Vigil Mechanism namely, Whistle Blower Policy for directors, employees and business partners to report genuine concerns about unethical behavior, actual or suspected fraud or violation of your Company''s code of conduct or ethics policy. The Whistle Blower Policy can be accessed on the Companyâs website at the link:

http://jshlstainless.com/pdf/Whistle%20Blower%20Policy-JSHL.pdf

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY THE COMPANY UNDER SECTION 186 OF THE COMPANIES ACT, 2013

The particulars of loans, guarantees or investments by the Company under Section 186 of the Companies Act, 2013 are stated in Notes to Accounts, forming part of the Annual Report.

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

http://www.ishlstainless.com/pdf/Policv%20on%20dealing%20with%20Related%20Partv%20Transactions%20JSHL.pdf

In terms of Regulation 23 of the SEBI LODR, all transactions with related parties, which are material in nature, are subject to the approval of the Members of your Company. Requisite approval of the shareholders will be taken for this purpose at the ensuing AGM.

THE CHANGE IN THE NATURE OF BUSINESS, IF ANY

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

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY

During the quarter ended 30th June, 2018, your Company on standalone basis has achieved Net Revenue of Rs.2,133.16 Crore with EBITDA of Rs.251.63 Crore. Y our Company has earned net profit of Rs.79.39 Crore during this period.

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 were no such significant material orders passed by the regulators or courts or tribunals impacting the going concern status and companyâs operations in future.

SECRETARIAL STANDARDS

The Directors state that applicable Secretarial Standards, i.e., SS-1 and SS-2, relating to âMeetings of the Board of Directorsâ and âGeneral Meetingsâ, respectively, have been duly followed by the Company.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(5) of the Companies Act, 2013 with respect to Directorsâ Responsibility Statement, it is hereby confirmed that:

(a) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(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 the Company as at 31st March, 2018 and of the profit and 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 Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) the Directors have prepared the annual accounts of the Company on a âgoing concernâ basis.

(e) the Directors have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and were operating effectively.

(f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems were adequate and operating effectively.

CORPORATE GOVERNANCE

ACKNOWLEDGEMENT

Your Directors would like to express their gratitude for the valuable assistance and co-operation received from shareholders, banks, government authorities, customers and vendors. Your Directors also wish to place on record their appreciation for the committed services of all the employees of the Company.

For and on behalf of the Board of Directors

Place: New Delhi Ratan Jindal

Date: July 26, 2018 Chairman

DIN:00054026

Mar 31, 2017

THE MEMBERS,

The Directors have pleasure in presenting the 4th Annual Report on the business and operations of your Company together with the Audited Statement of Accounts for the financial year ended 31st March, 2017.

FINANCIAL RESULTS

Your Company''s performance for the financial year ended 31st March, 2017 is summarized below:

(Rs, in Crore)

Particulars	Standalone		Consolidated
	Year ended 31.03.2017	Year ended 31.03.2016	Year ended 31.03.2017	Year ended 31.03.2016
Revenue from operations	7,575.55	7,043.64	8,536.19	7,991.45
Other Income	60.70	24.82	65.00	25.74
Total Income	7,636.25	7,068.46	8,601.19	8,017.19
Expenses:
Cost of material consumed	4,412.34	3,944.49	4,974.51	4,560.43
Purchase of Stock in trade	81.24	-	203.67	74.50
Changes in Inventories of finished goods, stock in trade and work in progress	(202.98)	150.54	(176.84)	167.42
Employee benefits expense	144.61	140.20	176.10	175.84
Excise Duty Expenses	685.74	673.90	761.71	756.84
Finance costs	411.93	469.40	431.41	493.35
Depreciation and amortization expense	265.24	285.00	285.23	304.81
Stores and Spares consumed	424.73	415.87	435.19	431.28
Power & Fuel	626.82	617.14	633.78	623.78
Other expenditure	478.75	296.85	547.19	340.07
Total Expenses	7,328.42	6,993.39	8,271.95	7,928.32
Profit/(Loss) before exceptional Items and tax	307.83	75.07	329.24	88.87
Share of Profit/(Loss) of an Associate	-	-	50.25	(1.17)
Exceptional items - Gain /(Loss)	18.02	(44.96)	28.27	(44.17)
Profit /(Loss) after exceptional items but before tax	325.85	30.11	407.76	43.53
Tax expense	107.83	5.28	117.07	7.08
Net profit / (Loss) for the year before non controlling interest	218.02	24.83	290.69	36.45
Non Controlling interest	-	-	3.83	(0.01)
Net Profit / (Loss) for the year	218.02	24.83	286.86	36.46
Other Comprehensive Income:
Items that will not be reclassified to profit / (loss)	(3.44)	(1.38)	(3.97)	(1.43)
Income tax relating to items that will not be reclassified to profit / (loss)	1.19	0.48	1.37	0.49
Share in Associate (Other Comprehensive Income)	-	-	(0.16)	0.25
Non Controlling Interest (Other Comprehensive Income)	-	-	0.08	0.01
Total Other Comprehensive Income	(2.25)	(0.90)	(2.68)	(0.68)
Total Comprehensive Income for the year (comprising Profit / (Loss) and other Comprehensive Income for the year)	215.77	23.93	284.18	35.78

FINANCIAL HIGHLIGHTS

The Company has adopted Indian Accounting Standards (Ind AS) prescribed under Section 133 of the Companies Act, 2013, read with the Companies (Accounting Standard) Rules, 2015, as amended, w.e.f. April 1, 2016 and the above results have been prepared in compliance with Ind AS. Ind AS has replaced the existing Indian GAAP prescribed under Section 133 of the Companies Act, 2013 read with Rule 7 of Companies (Accounts) Rules, 2014.

The financial results for the year ended March 31, 2016 have been restated to comply with Ind AS to make them comparable.

Financial year 2016-17 witnessed a very strong financial performance from the Company resulting in significantly improved EBITDA numbers. Internal productivity and efficiency improvement measures have resulted in higher delivery volumes and considerable cost benefits.

During financial year ended 31st March 2017, the Gross Revenue from operations of your Company on standalone basis was Rs, 7,576 Crore as compared to Rs, 7,044 Crore during previous financial year 2015-16. Total Income from Operations (net) for the financial year ended 31st March, 2017 is Rs, 6,890 Crore as compared to Rs, 6,370 Crore during previous financial year. EBIDTAfor the financial year ended 31st March 2017 stood at Rs, 924 Crore as compared to Rs, 805 Crore during previous financial year.

The Profit after Tax on standalone basis stood at Rs, 218 Crore as compared to Rs, 25 Crore during previous financial year.

Further, during financial year ended 31st March 2017, the total consolidated revenue from operations (net) during the year was Rs, 7,774 Crore as against Rs, 7,235 Crore. The EBIDTA on consolidated basis was Rs, 981 Crore as against Rs, 861 Crore during previous financial year. The net profit on consolidated basis during the year was Rs, 291 Crore as against net profit of Rs, 36 Crore during previous financial year.

The world economy is expected to revive in 2017 after a muted growth in 2016. International Monetary Fund (IMF) estimates increased global economic growth at 3.5% in 2017 from 3.1% in 2016. Economic activity is likely to gain momentum with robust demand coupled with buoyant financial markets. Economic sentiment across world economy is seen recovering but US policy uncertainty poses a concern.

Growth in emerging markets including India will remain muted. IMF projects slower growth in Indian economy against the backdrop of demonetization with GDP growth rate estimates being revised to 7.2 % from 7.4 % for 2017-18. Further, outlook for the Asian region remains sluggish with an exception of China.

As per International Stainless Steel Forum, global stainless steel production increased by 10.2 % YoY in 2016 to 45.8 MT, China being the highest contributor. According to estimate by Steel and Metals Market Research (SMR), global stainless steel demand will increase by 4% in 2017. In India, domestic demand will grow by over 9% in next five years. Major demand is expected to come from Architecture, Building and Construction (ABC) segment while Automobile, Railway and Transport (ART) will also provide stimulus. Prospects of normal monsoon project a GDP growth of over 7% in 2017-18. Stainless Steel Demand is also expected to see a positive growth corresponding to economic outlook.

OPERATIONS

HISAR DIVISION:

Your Company has been able to grow in financial year 2016-17 despite challenging global scenario. Your Company sold 6,56,880 MT stainless steel products during the financial year. Your Company not only managed to increase overall sales, but also worked on improving the sales mix resulting in considerably higher sales of high margin products such as cold rolled annealed & pickled products.

Your Company continued to focus on value added products and successfully stabilized its productions for wider plates, bright bars & rounds etc. The Company enforced its reputation as leading stainless steel producer in the country by signing agreements with Defense Research & Development Organization (âDRDOâ) under âMake in Indiaâ Initiatives. Company is quite hopeful of penetrating further in Defense segment in near future.

During the year, the Company took various benchmark training initiatives to improve Manpower productivity and was recognized for its efforts through prestigious ''Golden Peacock ''Award for best human resource training practices.

Company continued its tradition of Excellent Quality and was duly recognized by the industrial bodies for the same. The National âPAR EXCELLENCE AWARDâ was given to your Company in Quality circle front by NCQC (National Convention on Quality Circles). The Company also received Excellence Award by ''ASSOCHAM'' for Best Technology Used in Industrial waste management.

VIZAG DIVISION:

Vizag division produces High Carbon Ferro Chrome with annual capacity of 40,000 tons. The operations of Vizag division at Kothavalasa in Vizianagaram district, Andhra Pradesh, which was demerged in the Company as a part of the Composite Scheme of Arrangement, were under temporarily shutdown effective from 13th September, 2015. The operations of the division were re-started with effect from 29th November, 2016. Vizag division uses Chrome Ore purchased from OMC Ltd I Tata Steel & others and transfers the output to Hisar Plant. The Unit could produce 7,680 ton of High Carbon Ferro Chrome during the year 2016-17 as compared to 9,974 tons during the last year 2015-16 due to shut down of the plant operation, spanning both Financial Years.

Vizag division could dispatch 7,736 ton of HCFC to Hisar plant during the year 2016-17 as compared to 11,825 ton during 2015-16.

MINES:

In terms of the Composite Scheme of Arrangement among the Company, Jindal Stainless Limited, Jindal United Steel Limited and Jindal Coke Limited and their respective Shareholders and Creditors sanctioned by the Hon''ble High Court of Punjab and Haryana at Chandigarh vide its Order dated September 21, 2015 as modified by its order dated October 12, 2015 (âSchemeâ), the Demerged Undertakings, inter alia, including the business undertaking comprising of the Mining Division consisting of the chromite mines located in Village Kaliapani and forest block number 27, Sukinda Tehesil, Jajpur District, Odisha, in respect of which Jindal Stainless Limited (âJSLâ) was having leasehold rights (âChromite Mineâ) were to be demerged and vested with the Company.

However, while according its approval for transfer/right to use of the land, Government of Odisha, Department of steel & mines vide letter dated 16th August 2016, did not accord its approval for transfer of mining lease to the Company. Consequently (i) all mining activities in relation to the Mining Rights continue to be carried out by Jindal Stainless Limited (âJSLâ); and (ii) all assets (excluding fixed assets) and liabilities (including contingent liabilities) in relation to the Mining Rights continue to be recorded in the books of JSL; and (iii) all revenue and net profit relating thereto post 1st November 2015, i.e. the date of Scheme becoming effective, are recorded in the books of JSL.

DIVIDEND AND TRANSFER TO RESERVES

The Board has not recommended any dividend on equity shares of the Company for the financial year ended 31st March, 2017 in terms of the provisions of the loan agreement entered into by the Company with the lenders for availing financial facilities. Accordingly, no amount is proposed to be transferred to the reserves of the Company.

SHARE CAPITAL

As on 31st March, 2016, paid up share capital of the Company was Rs, 46,23,70,890 divided into 23,11,85,445 equity shares of Rs,2/- each.

During the year, the Company allotted 47,49,240 equity shares of X 21- each in aggregate at a price of Rs, 52.64 (including premium of Rs, 50.64 per share) per share, to JSL Limited and Jindal Infrastructure and Utilities Limited, upon conversion of 12,50,00,000 Compulsory Convertible Warrants of Rs, 21- each.

Consequent upon the above allotment, the paid up share capital of the Company stand at Rs, 47,18,69,370 divided into 23,59,34,685 equity shares of Rs, 21- each as on 31st March, 2017.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

BUSINESS RESPONSIBILITY REPORT

Your Company is committed to growing the business responsibly with a long term perspective as well to the nine principles enshrined in the National Voluntary Guidelines (NVGs) on social, environmental and economic responsibilities of business, as notified by the Ministry of Corporate Affairs, Government of India, in July, 2011.

EMPLOYEES STOCK OPTION SCHEME

Since the Company has not issued any stock options, the requirement of disclosure under Regulation 14 of the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 is not applicable to the Company.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the Companies Act, 2013, SEBI LODR and Ind-AS on Consolidated Financial Statements, Accounting for investments in Associates and Financial Reporting of interests in Joint Ventures, the Audited Consolidated Financial Statements are provided in the Annual Report.

SUBSIDIARY COMPANIES / JOINT VENTURES / ASSOCIATE COMPANIES

As on 31st March, 2017, your Company has five direct and step down subsidiaries, namely (i) JSL Lifestyle Limited, (ii) Jindal Stainless Steelway Limited, (iii) Green Delhi BQS Limited, (iv) JSL Media Limited and (v) JSL Logistics Limited and two associate companies namely (i) Jindal Stainless Limited; and (ii) Jindal Stainless Corporate Management Services Pvt. Ltd.

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 Saturdays and Sundays and public holidays up to the date of Annual General Meeting (AGM) as required under Section 136 of the Companies Act, 2013. The members, if they desire, may write to Company Secretary at O.P. Jindal Marg, Hisar - 125005 (Haryana) to obtain the copy of the annual report of the subsidiary companies. The Financial Statements including the Consolidated Financial Statements and all other documents required to be attached with this Report have been uploaded on the website of your Company viz. www.jshlstainless.com.

A statement containing the salient features of the financial statement of the subsidiaries and associate companies in the prescribed Form AOC-1 is attached along with financial statement. The statement also provides the details of performance, financial position of each of the subsidiary company. Your Company has framed a policy for determining âMaterial Subsidiaryâ in terms of Regulation 16(c) of SEBI LODR. The Policy for determining material subsidiaries as approved may be accessed on the Company''s website at the link: http://www.jshlstainless.com/pdf/Policy%20for%20determining%20material%20subsidiaries.pdf

DIRECTORS & KEY MANAGERIAL PERSONNEL

Mr. Ashok Kumar Gupta, Whole Time Director, who retires by rotation at the ensuing Annual General Meeting under the provisions of the Companies Act, 2013 and being eligible, offers himself for reappointment. The Board of Directors, subject to approval of Shareholders, has approved payment of remuneration to Mr. Abhyuday Jindal, Non-Executive Vice Chairman as detailed in the Notice of the Annual General Meeting.

Brief resume of the abovementioned Director, nature of his expertise in specific functional areas, details of Directorship in other companies, membership I chairmanship of committees of the board and other details, as stipulated under Regulation 36(3) of SEBI LODR and Secretarial Standard - 2 issued by the Institute of Company Secretaries of India, are given in the Notice forming part of the Annual Report.

There was no change in Key Managerial Personnel during the year.

All Independent Directors have given declaration to the Company that they meet the criteria of independence as provided in Section 149(6) of the Companies Act, 2013.

The Company has also devised a Policy on Familiarization Programme for Independent Directors which aims to familiarize the Independent Directors with the Company, nature of the industry in which the Company operates, business operations of the Company etc. The said Policy can be accessed on the Company''s website at the link:

http://jshlstainless.com/pdf/Policy%20on%20familiarisation%20programme%20for%20independent%20directors-%20JSHL.pdf

BOARD EVALUATION

An annual performance evaluation of all Directors, the Committees of Directors and the Board as a whole for the year under review was carried out. For the purpose of carrying out performance evaluation, assessment questionnaires were circulated to all Directors and their feedback was obtained and recorded.

POLICY ON DIRECTORS''APPOINTMENT AND REMUNERATION POLICY

Pursuant to the provisions of Section 178 of the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors has approved the (i) Policies for nomination and selection of Independent Directors and Non-Executive Non-Independent Directors and (ii) Remuneration Policy on the Recommendation of the Nomination and Remuneration Committee of the Company. The said Policies may be accessed on the Company''s website at the link: www.jshlstainless.com/pdf/Remuneration%20Policy.pdf

FIXED DEPOSITS

The Company has not accepted any deposit from the public. Hence, no information is required to be appended to this report.

PARTICULARS REGARDING THE CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of The Companies (Accounts) Rules, 2014, is annexed herewith as Annexure - I forming part of this Report.

PARTICULARS OF EMPLOYEES

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 in the Annual Report, which forms part of this Report.

Having regard to the provisions of the first proviso to Section 136(1) of the Act, the Annual Report excluding the aforesaid information is being sent to the members of the Company. The said information is available for inspection at the Registered Office of the Company during working hours and any member interested in obtaining such information may write to the Company Secretary and the same will be furnished on request.

STATUTORY AUDITORS AND AUDITORS'' REPORT

M/s. Lodha & Co. and M/s. S.S. Kothari Mehta & Co., Joint Statutory Auditors of the Company, were appointed by the Shareholders at the 2nd Annual General Meeting of the Company held on 30th December, 2015, for a period of five consecutive years i.e. until the conclusion of the 7th Annual General Meeting of the Company. Pursuant to the provisions of Section 139 of the Companies Act, 2013, the matter relating to the appointment of the aforesaid Joint Statutory Auditors shall be placed for ratification by members at the ensuing Annual General Meeting of the Company. The Notes on financial statement referred to in the Auditors'' Report are self-explanatory and do not call for any further comments. The Auditors'' Report does not contain any qualification, reservation or adverse remark.

COST AUDITORS

In accordance with the provisions of Section 148 of the Companies Act, 2013 read with Companies (Cost Records and Audit) Rules, 2014 as amended from time to time, your Company is required to get its cost accounting records audited by a Cost Auditor and has accordingly appointed M/s Ramanath Iyer & Company, Cost Accountants, for this purpose for FY 2017-18.

The Cost Auditorsâ Report for the FY 2016-17 does not contain any qualification, reservation or adverse remark.

SECRETARIAL AUDITORS

The Board has appointed M/s Vinod Kothari & Co., Practicing Company Secretary to conduct Secretarial Audit for the financial year 2017-18. The Secretarial Audit Report for the financial year ended March 31, 2017 is annexed herewith marked as Annexure - II to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

CORPORATE SOCIAL RESPONSIBILITY

The Board of Directors of the Company, in their meeting held on 2nd November, 2015 constituted the Corporate Social Responsibility Committee of Directors. The Corporate Social Responsibility Committee has formulated and recommended to the Board, a Corporate Social Responsibility Policy (âCSR Policyâ) indicating the focus areas of Company''s CSR activities.

In line with the CSR philosophy and the focus areas, the Company has planned interventions in the fields of education & vocational training, integrated health care, women empowerment, social projects, rural infrastructure development, environment sustainability, sports, preservation of art and culture, business of human rights and disaster management.

The Company strongly believes that sustainable community development is essential for harmony between the community and the industry. The Company endeavours to make a positive contribution especially to the underprivileged communities by supporting a wide range of socio-economic, educational and health initiatives.

The Disclosure as per Rule 9 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed to this Report at Annexure-lll. The CSR Policy can be accessed on the Company''s website at the link: http://jshlstainless.com/pdf/JSHL%20CSR%20Policy.pdf

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.

SEXUAL HARASSMENT POLICY

The Company has in place a policy on prevention of sexual harassment at workplace in accordance with the provisions of Prevention, Prohibition and Redressal of Sexual Harassment of Women at Workplace Act, 2013. The policy aims at prevention of harassment of employees and lays down the guidelines for identification, reporting and prevention of sexual harassment. There is an Internal Complaints Committee (ICC) which is responsible for redressal of complaints related to sexual harassment and follows the guidelines provided in the policy.

During the year ended 31 st March, 2017, no complaint was received pertaining to sexual harassment.

AUDIT COMMITTEE

The Audit Committee comprises of the following four Directors out of which three are Independent Directors:

SI. No.	Name	Status	Category
1	Mr. Girish Sharma	Chairman	Independent Director
2	Mr. Kanwaljit Singh Thind	Member	Independent Director
3	Mr. Ashok Kumar Gupta	Member	Whole Time Director
4	Mr. Arunendra Kumar *	Member	Independent Director

* Mr. Arunendra Kumar has been inducted in the Audit Committee w.e.f. 5th August, 2016

All the recommendations made by the Audit Committee during the financial year 2016-17 were accepted by the Board.

CSR COMMITTEE

The CSR Committee comprises of the following three Directors out of which one is Independent Director:

SI. No.	Name	Status	Category
1	Mrs. Deepika Jindal	Chairperson	Non- Executive Director
2	Mr. Ashok Kumar Gupta	Member	Whole Time Director
3	Mr. Kanwaljit Singh Thind	Member	Independent Director

STOCK EXCHANGES WHERE THE SHARES ARE LISTED

National Stock Exchange of India Limited (âNSEâ), BSE Limited (âBSEâ)

Exchange Plaza, 5th Floor, Plot No. C/1, Phiroze Jeejeebhoy Towers,

G - Block, Bandra-Kurla Complex, Dalai Street

Bandra (E), Mumbai - 400 051 Mumbai - 400 001

The annual listing fee was paid to both the stock exchanges. No shares of the Company were delisted during the financial year 2016-17.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT9 is annexed herewith as Annexure-IV.

NUMBER OF BOARD MEETINGS

The Board of Directors met four times during the financial year ended on 31 st March, 2017. The details of Board Meetings and the attendance of the Directors are provided in the Corporate Governance Report forming part of this Annual Report. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

WHISTLE BLOWER POLICY / VIGIL MECHANISM

Pursuant to the provisions of Section 177(9) read with Companies (Meetings of Board and its Powers) Rules, 2014 of the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has a Vigil Mechanism namely, Whistle Blower Policy for directors, employees and business partners to report genuine concerns about unethical behavior, actual or suspected fraud or violation of the Company''s code of conduct or ethics policy. The Whistle Blower Policy can be accessed on the Company''s website at the link: http://jshlstainless.com/pdf/Whistle%20Blower%20Policy-JSHL.pdf

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY THE COMPANY UNDER SECTION 186

The particulars of loans, guarantees or investments by the Company under Section 186 are stated in Notes to Accounts, forming part of this Annual Report.

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All related party transactions that were entered and executed during the year under review were at arms'' length basis. As per the provisions of Section 188 of the Companies Act, 2013 and Rules made there under read with Regulation 23 of SEBI LODR, your Company had obtained prior approval of the Audit Committee under omnibus approval route and I or under specific agenda before entering into such transactions.

Your Directors draw attention of the members to Note 51 to the financial statement which sets out related party disclosures. 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.jshlstainless.com/pdf/Policy%20for%20determining%20material%20subsidiaries.pdf

In terms of Regulation 23 of SEBI LODR, all transactions with related parties, which are of material in nature, are subject to the approval of the Members of the Company. The requisite resolution in order to comply with the aforesaid requirements, as detailed at Item No. 6 of the Notice and relevant Explanatory Statement is commended for the members'' approval.

RISK MANAGEMENT

THE CHANGE IN THE NATURE OF BUSINESS, IF ANY

There has been no change in the nature of Company''s business during the financial year ended on 31st March, 2017.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY

During the quarter ended 30th June, 2017, the Company has achieved total gross income of Rs, 2,438 Crore with EBIDTA of Rs, 251 Crore. The Company has earned net profit of Rs, 74 Crore during this period.

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

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(3)(c) of the Companies Act, 2013 with respect to Directors'' Responsibility Statement, it is hereby confirmed that:

(a) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(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 the Company as at 31st March, 2017 and of the profit and 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 Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) the directors have prepared the annual accounts of the Company on a ''going concern'' basis.

(e) the directors have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and were operating effectively.

(f) the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems were adequate and operating effectively.

CORPORATE GOVERNANCE

A separate section on Corporate Governance forms part of this Annual Report and a certificate from the practicing Company Secretary regarding compliance of conditions of Corporate Governance as required under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, form part of this Annual Report.

ACKNOWLEDGEMENT

Your Directors would like to express their gratitude for the valuable assistance and co-operation received from shareholders, banks, government authorities, customers and vendors. Your Directors also wish to place on record their appreciation for the committed services of all the employees of the Company.

For and on behalf of the Board of Directors

Place: New Delhi Ratan Jindal

Date: August 7, 2017 Chairman

Mar 31, 2016

THE MEMBERS,

The Directors have pleasure in presenting the 3^rd Annual Report on the business and operations of your Company together with the Audited Statement of Accounts for the financial year ended 31^st March, 2016.

Financial Results

Your Companyâs performance for the financial year ended 31^st March, 2016 is summarized below:

(Rs. in Crore)

	Standalone		Consolidated
Particulars	Year Ended	Year Ended	Year Ended	Year Ended
	31.03.2016	31.03.2015	31.03.2016	31.03.2015
Revenue from operations (Gross)	7,091.04	8,145.23	8,043.91	8,989.26
Less: Excise Duty on sales	673.90	741.35	756.84	792.85
Revenue from Operations (Net)	6,417.14	7,403.88	7,287.06	8,196.40
Profit before other Income, Finance Cost, Depreciation, Exceptional Items, Tax & Amortization (EBIDTA)	800.72	712.89	857.88	741.30
Add: Other Income	24.81	22.62	25.19	28.29
Less: Finance Costs	470.78	447.24	494.58	474.97
Less: Depreciation / Amortization	295.34	291.91	315.15	312.75
Profit /(Loss)Before Tax & Exceptional Items	59.41	(3.65)	73.34	(18.14)
Add: Exceptional Items - Gain/(Loss)	(44.96)	15.97	(44.21)	16.69
Profit/(Loss) Before Tax	14.45	12.32	29.12	(1.45)
Less: Tax Expenses	(0.14)	-	1.55	4.50
Net Profit /(loss) after Tax	14.59	12.32	27.57	(5.95)
Share in Profit / (Loss) of Associate	-	-	(0.92)	-
Minority Interest	-	-	(1.22)	(2.09)
Net Profit / (Loss) (After Adjustment for Associate & Minority Interest)	14.59	12.32	25.43	(8.04)
Add / Less:
Add: As per last year account	12.18	-	(38.16)	-
Less: Depreciation adjusted to Retained Earnings	-	0.14	-	0.70
Add: On merger of Subsidiaries	-	-	0.88	-
Less: Loss on acquisition of Subsidiaries (Net)	-	-	-	29.42
Add: Debenture Redemption Reserve written back	-	-	-	-
Net surplus/(deficit) in statement of Profit & Loss	26.77	12.18	(11.85)	(38.16)

Financial Highlights

During financial year ended 31^st March 2016, the Gross Revenue from operations of your Company on standalone basis was Rs.7,091 Crore as compared to Rs.8,145 Crore during previous financial year 2014-15. Total Income from Operations (net) for the financial year ended 31^st March, 2016 is Rs.6,417 Crore. EBIDTA for the financial year ended 31st March 2016 stood at Rs.801 Crore.

Further, during financial year ended 31^st March 2016, consolidated total Income from Operations (net) and EBIDTA stood at Rs.7,287 Crore and Rs.858 Crore respectively. The consolidated Profit after Tax stood at Rs.28 Crore as compared to the loss of Rs.6 Crore during the previous financial year.

Despite reduction in the production and sales volume, the Company is able to achieve substantial improvement in the EBIDTA margins. EBIDTA % margin has increased to 12.32% in financial year 2015-16. Improvement in EBIDTA margin was on account of the various steps taken up by the Company including the change in the product mix by increasing volume of high margin products. In addition to this, Profit after Tax has improved by 25% with reported profit of Rs.15 Crore in FY 2015-16 as against Rs.12 Crore in FY 2014-15.

Indian Stainless steel industry continues to suffer from surge in imports forcing capacities to remain idle. Import prices are significantly lower than domestic prices, especially from countries like China and Korea. Measures such as Anti Dumping have failed to guard the domestic industry from unwarranted imports because of wide spread circumvention of anti-dumping duties. We anticipate Stainless steel demand to grow steadily in tune with the GDP growth, however, infrastructure spending would be instrumental to drive stainless steel demand in coming time.

Operations

Your Company has been able to sustain its performance in financial year 2015-16 despite the adverse global position of stainless steel industry. Your Company has sold 6,22,682 MT stainless steel products during the financial year 2015 -16. There was a reduction in sales in comparison to previous year, however, the focus to increase the share in value added products and cost reduction initiatives resulted in higher EBIDTA margins.

Your Company continued to focus on value added products and successfully stabilized its productions for wider plates, bright bars & rounds etc. During past one year, your Company has focused on to develop and produce various new and special steel grades, majority import substitutes, to meet countryâs requirements in Defense and Strategic sectors. Your Company is quite hopeful to increase its shares in these critical sectors with help of Govt. new schemes like âMake in Indiaâ. During the year also the Company was awarded with various awards on account of excellent performance in manufacturing sector. The National âPAR EXCELLENCE AWARDâ was given to your Company in Quality circle front by NCQC(National Convention on Quality Circles). The Company is very much focussed on its systems and processes and improving it to further level every year. During the year FICCI has also awarded your Company âQUALITY SYSTEMS EXCELLENCE AWARD FOR MANUFACTURING FOR 2015â. Your Company has acclaimed COMMENDATION CERTIFICATEâ for its continuous energy saving initiatives.

Vizag Division:

The Vizag Plant produces High Carbon Ferro Chrome (HCFC) with annual capacity of 40,000 tons per annum. Vizag Unit uses Chrome Ore supplied from captive Sukinda Mines and transfers the output to Hisar Plant. Due to low demand of High Carbon Ferro Chrome the Vizag Unit operated one furnace of 16MVA capacity out of 2 Nos. furnaces during the F.Y.2015-16. The Vizag Unit run the plant till September 12,

2015 and shut down the plantâs all operation w.e.f. September 13, 2015 onwards due to workers problem. The Unit could produce 9,974 tons of HCFC during the year 2015-16 due to shut down of operation as compared to 28,587 tons during the last year 2014-15.

Further the Vizag Division could dispatch 11,825 ton of HCFC to Hisar plant during the year 2015-16 as compared to 28,646 ton during 2014-15.

Mines:

In terms of the Composite Scheme of Arrangement among the Company, Jindal Stainless Limited, Jindal United Steel Limited and Jindal Coke Limited and their respective Shareholders and Creditors sanctioned by the Honâble High Court of Punjab and Haryana at Chandigarh vide its Order dated September 21, 2015 as modified by its order dated October 12, 2015 (âSchemeâ), the Demerged Undertakings, inter alia, including the business undertaking comprising of the Mining Division consisting of the chromite mines located in Village Kaliapani and forest block number 27, Sukinda Tehesil, Jajpur District, Odisha, in respect of which Jindal Stainless Limited (âJSLâ) had leasehold rights (âChromite Mineâ) was demerged and vested with the Company.

In terms of the High Court Order, the Chromite Mine, are deemed to have been demerged and vested with the Company with effect from the Appointed Date 1 i.e. close of business hours before midnight of March 31, 2014, the actual transfer of the Chromite Mine will take place in compliance with the applicable laws, after the receipt of all necessary regulatory approvals. Thus, post Section I and Section II of the Scheme becoming effective upon filing of the court order with the Registrar of Companies on November 1, 2015, while the equipments related to the Chromite Mine were transferred and vested with the Company, the Chromite Mine still continue to remain with JSL pending receipt of necessary regulatory approvals.

Dividend and Transfer to Reserves

The Board, considering the Companyâs performance and financial position for the year under review, has not recommended any dividend on equity shares of the Company for the financial year ended 31^st March, 2016. Accordingly, no amount is proposed to be transferred to the reserves of the Company.

Share Capital

As on 31^st March, 2015, paid up share capital of the Company was Rs.5,00,000 divided into 2,50,000 equity shares of Rs.2/- each. In terms of the Scheme, the said capital of Rs.5,00,000/- have been extinguished and cancelled. Pursuant to the Scheme, 23,11,85,445 equity shares of Rs.2/- each were allotted to the equity shareholders of Jindal Stainless Limited on 25^th November, 2015. The Equity Shares of the Company were listed on the BSE Limited and National Stock Exchange of India Limited and permitted for trading with effect from 28^th January, 2016.

Consequent upon allotment, the paid up share capital of the Company stand at Rs.46,23,70,890 divided into 23,11,85,445 equity shares of Rs.2/- each.

On 30^th March, 2016, the Company had allotted 12,50,00,000 (Twelve Crore Fifty Lakhs) Compulsory Convertible Warrants (âCCWâ) having the face value of Rs.2/- each to âJSL Limitedâ and âJindal Infrastructure and Utilities Limitedâ, members of the promoter group, for an aggregate amount of Rs.25 Crore (Rupees Twenty Five Crore).

As per terms of the issue, CCW are convertible in Equity shares of the Company at any time after 5 months and before 18 months from the date of allotment i.e. between 30^th August, 2016 and 30^th September, 2017. The price of the Equity shares to be issued upon conversion of the CCW shall be determined as per formula prescribed by SEBI in the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009 (âICDR Regulationsâ). The holders of the CCW will become entitled on 30^th August, 2016 to apply for Equity Shares, therefore, relevant date is 31^st July, 2016. Since the relevant date i.e. 31^st July, 2016, fell on Sunday and 30^th July, 2016 was weekend, 29^th July, 2016 has been reckoned as the relevant date.

Based on above Regulation, considering 29^th July, 2016 as the relevant date, price of the equity shares for conversion of above CCW has been worked out to Rs.52.64 of face value of Rs. 2/- per share and accordingly 47,49,240 equity shares in aggregate, i.e. 23,74,620 equity shares each will be issued and allotted to JSL Limited and Jindal Infrastructure and Utilities Limited as per terms of the issue of CCW.

Management Discussion and Analysis Report

Employees Stock Option Scheme

Information Technology

During the year Companyâs IT & SAP Department played a crucial role in Companyâs restructuring exercise and successfully realigned the Organization structures and business processes accordingly. Process simplification and improvements in the processes, was the focus area; wherein various complex processes were simplified and automated. Auto email and workflows were developed for Procurement approvals and Plant maintenance processes, resulting in better and real time communication hence control. IT Application Development Center was established under âGo-Digitalâ initiative, where various business critical applications were developed and deployed by in-house team. Development of Training Management Portal âSARATRHIâ, Online Performance Management System (PMS) for Non managerial staff, Vehicle Imaging and Integration with SAP Processes were a few important deliverables for the year.

An integrated SAP ERP system, through real-time transactions processing, is assisting management in making informed decisions through real time MIS. The IT team has also been successful in providing secure and non-disruptive IT services to the Company throughout the year.

Consolidated Financial Statements

In accordance with the Companies Act, 2013, SEBI LODR 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 Statements are provided in the Annual Report. Subsidiary Companies / Joint Ventures / Associate Companies As per the terms of the Scheme, six domestic subsidiary companies of Jindal Stainless Limited namely JSL Lifestyle Limited, Jindal Stainless Steelway Limited, JSL Architecture Limited, Green Delhi BQS Limited, JSL Media Limited and JSL Logistics Limited, were transferred to the Company through slump sale.

Pursuant to the Scheme of Amalgamation among JSL Lifestyle Limited and JSL Architecture Limited, JSL Architecture Limited was amalgamated with JSL Lifestyle Limited with effect from 1^st April, 2014, the appointed date.

Consequent thereto, as on 31st March, 2016, the Company had the aforementioned five direct and step down subsidiaries, namely (i) JSL Lifestyle Limited, (ii) Jindal Stainless Steelway Limited, (iii) Green Delhi BQS Limited, (iv) JSL Media Limited and (v) JSL Logistics Limited.

As on 31^st March, 2016, the Company did not have any joint venture or associate company. However, on 3^rd July, 2016, the Company has been allotted 16,82,84,309 Equity Shares of Rs.2 each offered by Jindal Stainless Limited at a price of Rs.21.76 (including premium of Rs.19.76 per share) per share for an aggregate amount of Rs.366,18,66,570/-, being the amount due and payable by Jindal Stainless Limited to the Company as on the Appointed Date 1 i.e. close of business hours before midnight of 31^st March, 2014, in terms of the provisions of Section II of the Scheme. Consequent upon the above said acquisition, the Company holds 42.13% shareholding of Jindal Stainless Limited and therefore, it has become Associate Company of the Company.

During the year under review, the Company acquired 50% shareholding in Jindal Stainless Corporate Management Services Pvt. Ltd. (JSCMS), making it an associate to the Company in terms of

Section 2(6) of the Companies Act, 2013.

Your Company has framed a policy for determining âMaterial Subsidiaryâ in terms of Regulation 16(c) of SEBI LODR. The Policy for determining material subsidiaries as approved may be accessed on the Companyâs website at the link:

http://www.jshlstainless.com/pdf/Policy%20for%20determining%20

material%20subsidiaries.pdf

Directors & Key Managerial Personnel

Post last AGM held on 30^th December, 2015, Ms. Ishani Chattopadhyay and Mr. T.S. Bhattacharya have ceased to be Directors w.e.f. 14^th May, 2016 and 12^th August, 2016 respectively. The Board places on record its sincere appreciation for the valuable contributions made by them during their tenure.

The Board of Directors has appointed Mrs. Deepika Jindal, Mr. Girish Sharma, as Additional Directors w.e.f. 1^st May, 2016; Mr. Arunendra Kumar and Mr. N.C. Mathur as Additional Directors w.e.f. 16^th May, 2016 and 5^th August, 2016 respectively. In terms of Section 161 of the Companies Act, 2013, they will hold office up to the date of this AGM. The Company has received notices from members proposing their candidature for appointment as Directors. Accordingly, the requisite resolutions for the appointments of the aforesaid Directors will be placed before the shareholders for their approval.

Mr. Abhyuday Jindal, who retires by rotation at the ensuing Annual General Meeting under the provisions of the Companies Act, 2013 and being eligible, offers himself for reappointment.

Brief resumes of the abovementioned Directors, nature of their expertise in specific functional areas, details of Directorship in other companies, membership / chairmanship of committees of the board and other details, as stipulated under Regulation 36(3) of SEBI LODR and Secretarial Standard - 2 issued by the Institute of Company Secretaries of India, are given in the Notice forming part of the Annual Report.

All Independent Directors have given declaration to the Company that they meet the criteria of independence as provided in Section 149(6) of the Companies Act, 2013.

Board Evaluation

Policy on Directorsâ Appointment and Remuneration Policy

Pursuant to the provisions of Section 178 of the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors has approved the (i) Policies for nomination and selection of Independent Directors and Non-Executive Non-Independent Directors and (ii) Remuneration Policy on the Recommendation of the Nomination and Remuneration Committee of the Company. The said Policies may be accessed on the Companyâs website at the link: www. jshlstainless.com/pdf/Remuneration%20Policy.pdf

Fixed Deposits

The Company has not accepted any deposit from the public. Hence, no information is required to be appended to this report.

Particulars Regarding the Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of The Companies (Accounts) Rules, 2014, is annexed herewith as Annexure - âI'' forming part of this Report.

Particulars of Employees

Disclosures relating 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 in the Annual Report, which forms part of this Report. Having regard to the provisions of the first proviso to Section 136(1) of the Act, the Annual Report excluding the aforesaid information is being sent to the members of the Company. The said information is available for inspection at the Registered Office of the Company during working hours and any member interested in obtaining such information may write to the Company Secretary and the same will be furnished on request.

Statutory Auditors and Auditorsâ Report

M/s. Lodha & Co. and M/s. S.S. Kothari Mehta & Co., Joint Statutory Auditors of the Company, were appointed by the Shareholders at the 2^nd Annual General Meeting of the Company held on 30^th December, 2015, for a period of five consecutive years i.e. until the conclusion of the 7th Annual General Meeting of the Company. Pursuant to the provisions of Section 139 of the Companies Act, 2013, the matter relating to the appointment of the aforesaid Joint Statutory Auditors shall be placed for ratification by members at the ensuing Annual General Meeting of the Company. The Notes on financial statement referred to in the Auditorsâ Report are self-explanatory and do not call for any further comments. The Auditorsâ Report does not contain any qualification, reservation or adverse remark.

Cost Auditors

In accordance with the provisions of Section 148 of the Companies Act, 2013 read with Companies (Cost Records and Audit) Rules, 2014 as amended from time to time, your Company is required to get its cost accounting records audited by a Cost Auditor and has accordingly appointed M/s Kabra & Associates, Cost Accountants, for this purpose for FY 2016-17.

Secretarial Auditors

The Board has appointed M/s Vinod Kothari & Co., Practicing Company Secretary to conduct Secretarial Audit for the financial year 2016-17. The Secretarial Audit Report for the financial year ended March 31, 2016 is annexed herewith marked as Annexure - II to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

Corporate Social Responsibility

The Board of Directors of the Company, in their meeting held on 2^nd November, 2015 constituted the Corporate Social Responsibility Committee of Directors. The Corporate Social Responsibility Committee has formulated and recommended to the Board, a Corporate Social Responsibility Policy (âCSR Policyâ) indicating the focus areas of Companyâs CSR activities.

Being the initial year, the Company is in the process of exploring the areas / locations for CSR activities for welfare of society. As a socially responsible Corporate, your Company is committed to increase its CSR impact and spend over the coming years, with its aim of playing a larger role in Indiaâs sustainable development by embedding wider economic, social and environmental objectives.

The Disclosure as per Rule 9 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed to this Report at Annexure- III. The CSR Policy can be accessed on the Companyâs website at the link: http://jshlstainless.com/pdf/JSHL%20CSR%20 Policy.pdf.

Internal Financial Controls

Sexual Harassment Policy

During the year ended 31st March, 2016, no complaints were received pertaining to sexual harassment.

Audit Committee

The Audit Committee comprises of the following four Directors out of which three are Independent Directors:

Sl. No.	Name	Status	Category
1	Mr. Girish Sharma	Chairman	Independent Director
2	Mr. Kanwaljit Singh Thind	Member	Independent Director
3	Mr. Ashok Kumar Gupta	Member	Whole Time Director
4	Mr. Arunendra Kumar *	Member	Independent Director

* Mr. Arunendra Kumar has been inducted in the Audit Committee w.e.f. 5^th August, 2016

All the recommendations made by the Audit Committee during the financial year 2015-16 were accepted by the Board.

CSR Committee

The CSR Committee comprises of the following three Directors out of which one is Independent Director:

Sl. No.	Name	Status	Category
1	Mrs. Deepika Jindal	Chairperson	Non Executive Director
2	Mr. Ashok Kumar Gupta	Member	Whole Time Director
3	Mr. Kanwaljit Singh Thind	Member	Independent Director

Stock Exchanges where the shares are listed

National Stock Exchange of India Limited, BSE Limited Exchange Plaza, 5th Floor, Plot No. C/1, Phiroze Jeejeebhoy G - Block, Bandra-Kurla Complex, Towers, Dalal Street

Bandra (E), Mumbai - 400 051 Mumbai - 400 001

The annual listing fee was paid to both the stock exchanges. No shares of the Company were delisted during the financial year 2015-16.

Extract of Annual Return

The details forming part of the extract of the Annual Return in form MGT 9 is annexed herewith as Annexure -âIVâ.

Number of Board Meetings

The Board of Directors met fifteen times during the financial year ended on 31st March, 2016. The details of Board Meetings and the attendance of the Directors are provided in the Corporate Governance Report forming part of this Annual Report.

Whistle Blower Policy / Vigil Mechanism

Pursuant to the provisions of Section 177(9) read with Companies (Meetings of Board and its Powers) Rules, 2014 of the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has a Vigil Mechanism namely, Whistle Blower Policy for directors, employees and business partners to report genuine concerns about unethical behavior, actual or suspected fraud or violation of the Companyâs code of conduct or ethics policy. The Whistle Blower Policy can be accessed on the Companyâs website at the link: http:// jshlstainless.com/pdf/Whistle%20Blower%20Policy-JSHL.pdf

Particulars of loans, guarantees or investments by the Company under section 186

The particulars of loans, guarantees or investments by the Company under section 186 are stated in Notes to Accounts, forming part of this Annual Report.

Contracts or Arrangements with Related Parties

All related party transactions that were entered and executed during the year under review were at armsâ length basis. As per the provisions of Section 188 of the Companies Act, 2013 and Rules made there under read with Regulation 23 of SEBI LODR, your Company had obtained prior approval of the Audit Committee under omnibus approval route and / or under specific agenda before entering into such transactions. Your Directors draw attention of the members to Note 42 to the financial statement which sets out related party disclosures. The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Companyâs website at the link:

http://www.jshlstainless.com/pdf/Policy%20for%20determining%20

material%20subsidiaries.pdf

In terms of Regulation 23 of SEBI LODR, all transactions with related parties, which are of material in nature, are subject to the approval of the Members of the Company. The requisite resolution in order to comply with the aforesaid requirements, as detailed at Item Nos. 9 & 10 of the Notice and relevant Explanatory Statement is commended for the membersâ approval.

Risk Management

The change in the nature of business, if any

There has been no change in the nature of Companyâs business during the financial year ended on 31st March, 2016.

Material Changes and Commitments, if any, affecting the financial position of the Company

During the quarter ended 30^th June, 2016, the Company has achieved total income of Rs.1497 Crore with EBIDTA of Rs. 238 Crore. The Company has earned net profit of Rs.49 Crore during this period.

Any significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and companyâs operations in future

During the financial year there were no such significant material orders passed by the regulators or courts or tribunals impacting the going concern status and companyâs operations in future.

Directorsâ Responsibility Statement

Pursuant to the requirement under Section 134(3)(c) of the Companies Act, 2013 with respect to Directorsâ Responsibility Statement, it is hereby confirmed that:

(a) i n the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(b) t he 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 the Company as at 31st March, 2016 and of the profit and loss of the Company for the year ended on that date;

(c) t he directors have 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) the directors have prepared the annual accounts of the Company on a âgoing concernâ basis.

(e) The directors have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and were operating effectively.

(f) The directors have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems were adequate and operating effectively.

Corporate Governance

A separate section on Corporate Governance forms part of this Annual Report and a certificate from the practicing Company Secretary regarding compliance of conditions of Corporate Governance as required under Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, form part of this Annual Report.

Acknowledgement

Your Directors would like to express their gratitude for the valuable assistance and co-operation received from shareholders, banks, government authorities, customers and vendors. Your Directors also wish to place on record their appreciation for the committed services of all the employees of the Company.

For and on behalf of the Board of Directors

Place: New Delhi Ratan Jindal

Date: 12^th August, 2016 Chairman

Mar 31, 2015

The Directors have pleasure in presenting the 2nd Annual Report on the business and operations of your Company together with the Audited Statement of Accounts for the financial year ended 31st March, 2015.

Financial Results

The Company's performance for the financial year ended 31st March, 2015 is stated below:

(Rs,in Lacs)

Particulars Standalone Consolidated

Year Ended Year Ended Year Ended Year Ended 31.03.2015 31.03.2014 31.03.2015 31.03.2014

Revenue from operations (Gross) 814,279.32 - 898,603.10 -

Less: Excise Duty on sales 74,135.56 - 79,285.44 -

Revenue from Operations (Net) 740,143.76 - 819,317.66 -

Profit before other Income, Finance Cost, Depreciation, 71,288.80 (0.23) 74,129.87 (0.23)

Exceptional Items, Tax & Amortization (EBIDTA)

Add: Other Income 2,261.89 - 2,828.75 -

Less: Finance Costs 44,724.10 - 47,497.50 -

Less: Depreciation / Amortization 29,191.38 - 31,274.86 -

Profit /(Loss) Before Tax & Exceptional Items (364.79) (0.23) (1,813.74) (0.23)

Add: Exceptional Items - GainZ (Loss) 1,596.78 - 1,668.60 -

Profit/(Loss) Before Tax 1,231.99 (0.23) (145.14) (02.37

Less: Tax Expenses - - 450.16 -

Net Profit/(loss) after Tax 1,231.99 (0.23) (595.30) (0.23)

Share in Profit / (Loss) of Associate - - 0.05 -

Minority Interest - - (208.76) -

Net Profit/(Loss) 1,231.99 (0.23) (804.01) (0.23) (After Adjustment for Associate & Minority Interest)

Add / Less:

Add: As per last year account (0.23) - - (0.23)

Less: Depreciation adjusted to Retained Earnings 13.84 - 69.98 -

Less: Loss on acquisition of Subsidiaries (Net) - - 2,942.06 -

Add: Debenture Redemption Reserve written back

Amount available for Appropriation 1,217.98 (0.23) (3,816.28) (0.23)

Less: Transferred to General Reserve

Less: Being deficit, Set off from General Reserve

Net surplus/ (deficit) in statement of Profit & Loss 1,217.92 (0.23) (3,816.28) (0.23)

The above financial results of the Company for the year ended 31st March, 2015 are not comparable with the financial results for the year ended 31st March, 2014 as the financial results for FY 2014-15 have been reopened and revised to give effect to the terms of Section I and II of the Composite Scheme of Arrangement ("Scheme") amongst the Company and Jindal Stainless Limited, Jindal United Steel Limited and Jindal Coke Limited and their respective shareholders and creditors which was approved by the Hon'ble High Court of Punjab and Haryana at Chandigarh vide its order dated 21st September, 2015 (as modified on 12th October, 2015). The certified true copy of the said order was filed with the office of Registrar of Companies on 1st November, 2015 and accordingly, Section I and II of the Scheme have become operative with effect from the Appointed Date 1 i.e. close of business hours before midnight of 31st March, 2014.

During the year, the net Revenue from operations of your Company on standalone basis stood at Rs, 740,143.76 lacs. The Profit before other income, Finance Cost, Depreciation, Exceptional Items, Tax & Amortisation on standalone basis stood atRs, 71,288.80 lacs.

The financial results of the Company during the year 2014-15 remained under stress on account of various factors viz. subdued economic environment, increase in imports (especially cheaper imports from China), increasing raw material prices, unfavorable duty structure and adverse foreign exchange fluctuation.

Operations

As per the terms of the Scheme, the Ferro Alloys Division of Jindal Stainless Limited ("JSL") comprising of Ferro Alloy manufacturing facility located at Jindal Nagar, Kothavalasa, Distt. Vizianagaram, Andhra Pradesh and the Mining Division comprising of Chromite Mines have been demerged and vested with the Company. Further, the business undertaking relating to Hisar Unit of JSL has been transferred to the Company on slump sale basis. Consequent upon the filing of the Court Order with the office of the ROC, this part i.e. Section I and II of the Scheme has become effective with effect from the Appointed Date 1 i.e. close of business hours before midnight of 31st March, 2014.

The stainless steel industry is going through a challenging phase on account of economic uncertainties and unfavorable business environment in India and dumping of material by China. Despite these adversities, the Hisar Unit has been able to sustain its performance and successfully dispatched 6,66,676 MT stainless steel products during the current financial year.

The Hisar Unit focused on value added products during the financial year and achieved highest ever dispatches of 2,66,212 MT of cold rolled annealed pickled products. Special Products Division also performed well during the year and dispatched 23,512 MT which is approximately 11% higher than the previous financial year.

Further, the Hisar Unit continued its journey towards manufacturing excellence through cost reduction and quality improvements. The Company has been successfully imparting culture of excellence at all levels. The Company workforce participated in various national level initiatives and secured par excellence and excellence in "National Chapter convention on Quality Concepts". Your Company has been accredited NABL certification for Chemical labs. The Company has also been awarded with IIM National sustainability award this year.

The Vizag Plant produces High Carbon Ferro Chrome with annual capacity of 40,000 Tons per annum. Vizag Unit uses Chrome Ore supplied from captive Sukhinda Chromite Mines and transfers the output to the Hisar Plant. The division has achieved 71% of the installed capacity by producing 28,587 Tons of High Carbon Ferro Chrome during the year 2014-15 as compared to 30,648 Tons during the preceding year. The Production was less during the year 2014-15 due to Non availability of Power for 25 days on being effected by Hud-Hud Cyclone on 12th October, 2014.

Further, Vizag Unit dispatched 28,646 tons during the year 2014-15 as compared to 28,137 tons during the preceding financial year.

Jindal Chromite Mine produced 24,628 MT of chromite ore concentrate from its beneficiation plant and also achieved 69,298 MT chromite ore from Mines pit during the current year. The mines dispatched 23,696 MT of concentrate ore and 43,079 MT chrome ore to Vizag plant during the year.

Composite Scheme of Arrangement

The Board of Directors of the Company in their meeting held on 29th December, 2014 approved a Composite Scheme of Arrangement amongst the Company, Jindal Stainless Limited (JSL), Jindal United Steel Limited (JUSL) and Jindal Coke Limited (JCL) and their respective Shareholders and Creditors. The Scheme, inter-alia, provided for demerger of Ferro Alloys Division and Mining Division of Jindal Stainless Limited into the Company and slump-sale of stainless steel manufacturing facility by JSL to the Company. The Scheme also provided that the Company, as a consideration of demerger, shall issue and allot one fully paid up equity share having face value of Rs, 21- each to the shareholders of JSL for every one share held by them in JSL. Further, as a consideration for slump-sale the Company shall make total payment ofRs, 2,809.79 Crores to JSL (Rs, 2,600 Crores to be paid in cash and balance Rs, 209.79 Crore to be adjusted out of the amount due and payable by JSL to the Company as on Appointed Datel).

The above Scheme was filed with the Hon'ble High Court of Punjab and Haryana at Chandigarh on 27th March, 2015 and the High Court vide its order dated 31st March, 2015 dispensed with the requirement of convening the meetings of the Shareholders and Creditors of the Company. However, the Court ordered for convening the meetings on 16th May, 2015 of the Shareholders, Secured Creditors and Unsecured Creditors of JSL. Accordingly, the second motion application was filed with the Hon'ble High Court on 20th May, 2015.

The Hon'ble High Court of Punjab and Haryana at Chandigarh, vide its order dated 21st September, 2015 (as modified on 12th October, 2015), has approved the 'Composite Scheme of Arrangement' (Scheme) among Jindal Stainless Limited (JSL), Jindal Stainless (Hisar) Limited (JSHL), Jindal United Steel Limited (JUSL) and Jindal Coke Limited (JCL) and their respective shareholders and creditors. Certified true copy of the said Order was received on 20th October, 2015 and was filed on 1 st November, 2015, with the office of Registrar of Companies, NCT of Delhi and Haryana.

As per the terms of the Scheme, upon filing of the aforesaid Order with the Office of the Registrar of Companies, NCT of Delhi and Haryana, Section I and II of the Scheme (pertaining to transfer of Demerged Undertakings comprised of Ferro Alloys Manufacturing facility at Kothavalasa, Distt. Vizianagaram, Andhra Pradesh and Chromite Mines and Business Undertaking 1 comprised of manufacturing facility at Hisar from JSL to the Company) have become operative from the appointed date 1 i.e. close of business hours before midnight of 31st March, 2014.

Issue and Allotment of Equity Share to the Shareholders of JSL

As envisaged in the Scheme, the Board of Directors of the Company have in their meeting held on 6th November, 2015 decided to fix, 21 st November, 2015 as the Record Date for determining the names of the Shareholders of JSL who shall be entitled for issue and allotment of one Equity Share of Rs. 21- each for every 1 (one) equity share held by them in JSL. Post allotment of shares, necessary formalities for listing of these shares shall be initiated and the same is expected to be completed by January, 2016. Payment of consideration for slump sale to JSL As stated hereinabove, as a part of the Scheme, the Company is required to make payment of Rs, 2,600 Crores to JSL as part payment of consideration for slump-sale of manufacturing facility at Hisar to the Company. The Company has already initiated discussions with various Banks / Financial Institutions for availing term loans / credit facilities and the said funds will be utilized for payment of the said consideration.

An amount of Rs, 575.98 Crores was due and payable by JSL to the Company as on the Appointed Date 1, out of which Rs, 209.79 Crores will be adjusted out of the total consideration of Rs, 2,809.79 Crores payable by the Company to JSL for slump-sale and balance Rs, 366.19 Crores are proposed to be converted into Equity Shares of JSL, as per the terms of the Scheme.

Dividend

The Board, considering the Company's performance and financial position for the year under review, has not recommended any dividend on equity shares of the Company for the financial year ended 31st March, 2015.

Transfer to Reserves

The Board, considering the Company's performance and financial position for the year under review, has not proposed to transfer any amount to reserves.

Share Capital

As on 1st April, 2014, the paid up share capital of the Company was Rs,1,00,000/- divided into 10,000 equity shares of Rs,10/- each. On 3rd December, 2014,40,000 equity shares of Rs,10/- were allotted to the then existing shareholders on rights basis and on 5th December, 2014, the equity shares of the Company were sub-divided from the face value of Rs,10/- per share to Rs,2/- per share. As on 31st March, 2015, paid up share capital of the Company was Rs,5,00,000 divided into 2,50,000 equity shares of Rs,2/- each. In terms of the Scheme, the said capital of Rs, 5,00,000/- has been deemed to have been extinguished and cancelled.

Pursuant to the Scheme, 23,11,85,445 equity shares of Rs, 21- each would be allotted to the equity shareholders of Jindal Stainless Limited. Pending allotment, an amount of Rs, 46.24 Crores has been shown under "Share Capital Suspense Account" in the Books of Accounts of the Company as on 31st March, 2015. Consequent upon allotment, the paid up share capital of the Company shall stand at Rs,46,23,70,890 divided into 23,11,85,445 equity shares of Rs,2/-each.

Management Discussion and Analysis Report

Management Discussion and Analysis Report as required under the listing agreement with the stock exchanges forms part of this Annual Report.

Employees Stock Option Scheme

Pursuant to the Scheme, the stock options granted by Jindal Stainless Limited ("JSL") under the ESOP Scheme to employees engaged in the Demerged Undertaking and Business Undertaking 1 who have been transferred as part of the Scheme to the Company, which have been granted and vested but have not been exercised as on the Record Date, such options shall continue to vest in the employees of the Demerged Undertaking and Business Undertaking 1 transferred to the Company. Upon exercise of the aforesaid options by the said employees from time to time in accordance with the ESOP Scheme, JSL shall continue to honour its obligations under the ESOP Scheme with respect to such employees in accordance with the provisions of the ESOP Scheme and shall issue and allot fully paid-up equity shares of JSL in respect of such exercised options in accordance with the ESOP Scheme. The Company shall have no obligation to issue any stock options or shares to such employees of the Demerged Undertaking and Business Undertaking 1 in lieu of the stock options granted by JSL under the ESOP Scheme.

Since the Company has not issued any stock options, the requirement of disclosure under Regulation 14 of Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 is not applicable to the Company.

Information Technology

During the year, the Company's IT and SAP department has further enhanced the SAP ECC 6.0 System and incorporated various 'checks and balances 'for better control on business functions. Implementation of Digital Signatures in Mill Test Certificates, Workflow in procurement, Development of in-house 'Material Master Data Management tool', Simplification / automation of Yard receipt process are a few new initiatives planned and delivered in the current year. This integrated SAP Business Support mechanism is assisting management in making informed decisions through MIS, which is aligned towards achieving goals and through real-time transactions processing. The SAP and IT team will play a critical role in enabling the Company's Restructuring exercise by re-aligning the current SAP Landscape. The IT team has also been successful in providing secure and non-disruptive IT (Hardware, Network, Software etc.) services to the Company throughout the year.

Consolidated Financial Statements

In accordance with the Companies Act, 2013 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 Statements are provided in the Annual Report. Subsidiary Companies / Joint Ventures /Associate Companies As per the terms of the Scheme, six domestic subsidiary companies of JSL have been transferred to the Company through slump sale. Consequent thereto, as on 31st March, 2015, the Company has the aforementioned six direct and step down subsidiaries, namely (i) JSL Lifestyle Limited, (ii) Jindal Stainless Steelway Limited, (iii) JSL Architecture Limited, (iv) Green Delhi BQS Limited, (v) JSL Media Limited and (vi) JSL Logistics Limited.

The Company does not have any joint venture or associate company.

The members, if they desire, may write to Company Secretary at O.P. Jindal Marg, Hisar -125005 (Haryana) to obtain the copy of the annual report of the subsidiary companies.

A statement containing the salient features of the financial statement of the subsidiaries and associate companies in the prescribed Form AOC -1 is attached along with financial statements. The statement also provides the details of performance, financial position of each of the subsidiaries companies. The Policy for determining material subsidiaries as approved can be accessed on the Company's website at the link:

http://jshlstainless.com/pdf/Policy%20for%20determining%20

material%20subsidiaries-JSHL.pdf

Directors & Key Managerial Personnel

The Board of Directors has appointed Mr. Ratan Jindal, Mr. Abhyuday Jindal and Mr. Ashok Kumar Gupta, as Additional Directors in the capacity of Chairman, Vice Chairman and Whole Time Director respectively w.e.f. 2nd November, 2015. The Board has also appointed Mr. T.S. Bhattacharya, Maj. Gen. Kanwaljit Singh Thind, VSM (Retd.) and Ms. Ishani Chattopadhyay as Additional Directors w.e.f. 2nd November, 2015.

The requisite resolutions for the appointments of the aforesaid Directors will be placed before the shareholders for their approval.

The Board of Directors has also appointed Mr. Ankur Agrawal as the Chief Financial Officer and Mr. Bhartendu Han't as the Company Secretary and Compliance Officer respectively. The Board has also designated Mr. Ashok Kumar Gupta, Mr. Ankur Agrawal and Mr. Bhartendu Harit as the Key Managerial Personnel (KMPs) of the Company.

Mr. Shailesh Goyal resigned from the Board of Directors of the Company w.e.f. 15th December, 2014. Mr. Rajinder Parkash Jindal, Mr. Mahabir Parshad Swami, Directors, who were appointed as Additional Directors w.e.f. 3rd December, 2014 resigned from the Board of Directors of the Company w.e.f. 6th November, 2015 and Mr. Mahender Kumar Goel, Director has tendered his resignation from the Board of Directors of the Company w.e.f. 20th November, 2015. The Board places on record its sincere appreciation for the valuable contributions made by them during their tenure.

Since all the Directors will be appointed in the ensuing Annual General Meeting (AGM) of the Company, there is no Director who will retire by rotation in the ensuing AGM.

Brief resumes of the abovementioned Directors, nature of their expertise in specific functional areas, details of Directorship in other companies and the membership / chairmanship of committees of the board, as stipulated under Clause 49 of the listing agreement with the stock exchanges, are given in the Notice forming part of the annual report.

All Independent Directors have given declaration to the Company that they meet the criteria of independence as provided in Section 149(6) of the Companies Act, 2013.

The Company has also devised a Policy on Familiarization Programme for Independent Directors which aims to familiarize the Independent Directors with the Company, nature of the industry in which the Company operates, business operations of the Company etc. The said Policy can be accessed on the Company's website at the link:

http://jshlstainless.com/pdf/Policy%20on%20familiarisation%20 programme%20for%20independent%20directors-%20JSHL.pdf Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board of Directors has approved the criteria for performance evaluation of all Directors, the Committees of Directors and the Board as a whole, on the recommendation of the Nomination and Remuneration Committee of the Company. Performance evaluation of the Board, each Director and the Committees will be carried out for the financial year ending 31 st March, 2016. The evaluation of the Directors will be based on various aspects, inter-alia, included the level of participation in the Board Meetings, understanding of their roles and responsibilities, business of the Company along with the environment and effectiveness of their contribution. Policy on Directors' Appointment and Remuneration Policy

Pursuant to the provisions of Section 178 of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board of Directors has approved the (i) Policies for nomination and selection of Independent Directors and Non-Executive Non-independent Directors and (ii) Remuneration Policy on the Recommendation of the Nomination and Remuneration Committee of the Company. The aforesaid policies are attached to this Report at Annexure - 7 (A)' and Annexure - 7(B)'respectively. Fixed Deposits

The Company has not accepted any deposit from the public. Hence, no information is required to be appended to this report.

Particulars Regarding the Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of The Companies (Accounts) Rules, 2014, is annexed herewith as Annexure - 'II' forming part of this Report.

Particulars of Employees

As per the terms of Section I and II of the Composite Scheme of Arrangement approved by the Hon'ble High Court of Punjab and Haryana at Chandigarh vide its order dated 21st September, 2015 (as modified on 12th October, 2015), business undertaking relating to Hisar Unit of Jindal Stainless Limited has been transferred to Jindal Stainless (Hisar) Limited on slump sale basis and Ferro Alloys Division of Jindal Stainless Limited comprising of Ferro Alloy manufacturing facility located at Jindal Nagar, Kothavalasa, Distt. Vizianagaram, Andhra Pradesh and the Mining Division comprising of Chromite Mines have been demerged and vested with the Company. The certified true copy of the said order was filed with the office of Registrar of Companies on 1st November, 2015. Consequent upon the filing of the Court order with the office of the ROC, this part i.e. Section I and II of the Scheme has become effective.

In view of the above, since the Company has become operational during current financial year, particulars of the employees in terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 for the year ended 31st March, 2015 are not applicable.

Disclosure pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5( 1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are not required, since the Company is an unlisted company. As required under Rule 5(1)(vii) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Net Worth of the Company as on 31st March, 2014 and 31st March, 2015 was Rs, 0.77 lac and Rs, 58,543.07 lacs respectively.

Auditors and Auditors' Report

M/s. N.C. Aggarwal & Co., Chartered Accountants, were appointed as statutory auditors of the Company by the shareholders at the Extraordinary General Meeting of Shareholders of the Company held on 29th October, 2014 to fill the casual vacancy caused by resignation of M/s. Sandeep Khurana & Associates., Chartered Accountants, Hisar. The Notes on financial statement referred to in the Auditors' Report are self-explanatory and do not call for any further comments. The Auditors' Report does not contain any qualification, reservation or adverse remark.

M/s. Lodha & Co. and M/s. S.S. Kothari Mehta & Co., Chartered Accountants, are proposed to be appointed as Joint Statutory Auditors of the Company. Pursuant to the provisions of Section 139 of the Companies Act, 2013, the matter relating to the appointment of the aforesaid Joint Statutory Auditors shall be placed for approval by the members at the ensuing Annual General Meeting of the Company.

Cost Auditors

In accordance with the provisions of Section 148 of the Companies Act, 2013 read with Companies (Cost Records and Audit) Rules, 2014 as amended vide Companies (Cost Records and Audit) Amendment Rules, 2014 vide notification dated 31st December, 2014, your Company is required to get its cost accounting records audited by a Cost Auditor and has accordingly appointed M/s Kabra & Associates, Cost Accountants, for this purpose for FY 2015-16.

The Board of Directors at its meeting held on 27th September, 2015 has appointed M/s Kabra & Associates, Cost Accountants for conducting the audit of cost audit records in respect of Steel business of the Company for the financial year 2015-16. The said appointment is subject to ratification by the members in terms of Section 148 of the Companies Act, 2013 read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014.

Secretarial Auditors

The Board of Directors would appoint Secretarial Auditor to conduct Secretarial Audit for the financial year 2015-16. The Secretarial Audit Report for the financial year ending 31st March, 2016 would be annexed with the Directors Report of the year ending 31st March, Â¦ 2016.

Corporate Social Responsibility

The Board of Directors of the Company have in their meeting held on 2nd November, 2015 constituted the Corporate Social Responsibility Committee of Directors. The Disclosure requirement as per Rule 9 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 is not applicable for the year 2014-15.

The CSR Policy, after approval by the Board of Directors would be uploaded on the Company's website.

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.

Audit Committee

The Audit Committee comprises of the following four Directors out of which three are Independent Directors:

SI. No. Name Status

1 Mr. IS. Bhattacharya Chairman

2 Mr. Kanwaljit Singh Thind Member

3 Ms. Ishani Chattopadhyay Member

4 Mr. Ashok Kumar Gupta Member

The above Committee was constituted on 3rd April, 2015, hence no meetings were of the Committee were held during the financial year 2014-15.

CSR Committee

The CSR Committee comprises of the following three Directors out of which one is Independent Director:

SI. No. Name Status_

1 Mr. Abhyuday Jindal Chairman

2 Mr. Ashok Kumar Gupta Member

3 Mr. Kanwaljit Singh Thind Member

Stock Exchanges where the shares are proposed to be listed

National Stock Exchange of India Ltd., BSE Ltd.

Exchange Plaza, 5th Floor, Plot No. C/1, Phiroze Jeejeebhoy

G - Block, Bandra-Kurla Complex, Towers, Dalai Street

Bandra (E),Mumbai - 400 051 Mumbai - 400 001

The Company is in the process of getting its shares listed on BSE and NSE.

Extract of Annual Return

The details forming part of the extract of the Annual Return in form MGT 9 is annexed herewith as Annexure -'III'.

Number of Board Meetings

The Board of Directors met 18 (eighteen) times during the financial year ended on 31st March, 2015. The details of Board Meetings and the attendance of the Directors are provided in the Corporate Governance Report forming part of this Annual Report. Whistle Blower Policy / Vigil Mechanism

Pursuant to the provisions of Section 177(9) read with Companies (Meetings of Board and its Powers) Rules, 2014 of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Company has a Vigil Mechanism namely, Whistle Blower Policy for directors, employees and business partners to report genuine concerns about unethical behavior, actual or suspected fraud or violation of the Company's code of conduct or ethics policy. The Whistle Blower Policy can be accessed on the Company's website at the link: http://jshlstainless.com/pdf/Whistle%20Blower%20Policy-JSHL.pdf Particulars of loans, guarantees or investments by the Company under section 186

The particulars of loans, guarantees or investments by the Company under section 186 are stated in Notes to Accounts, forming part of this Annual Report.

Contracts or Arrangements with Related Parties The Company has entered into contracts / arrangements with the related parties in the ordinary course of business and on arm's length basis.

Your Directors draw attention of the members to Note 42 to the financial statement which sets out related party disclosures. Based on the recommendations of the Audit Committee, your Board of Directors had approved the Policy on Related Party Transactions in accordance with Clause 49 of the Listing Agreement and as per the provisions of the Companies Act, 2013. The Policy on materiality of related party transactions and dealing with related party transactions after approval by the Board would be uploaded on the website of the company. In terms of Clause 49 of the Listing Agreement, all transactions with related parties, which are of material in nature, are subject to the approval of the Members of the Company. The requisite resolution in order to comply with the aforesaid requirements of Clause 49 of the Listing Agreement, as detailed at Item No. 11 of the Notice and relevant Explanatory Statement is commended for the members' approval. Risk Management

The Company has laid down procedures to inform Board members about the risk assessment and minimization procedures. These procedures are periodically reviewed to ensure that executive management controls risk through means of a properly defined framework. The Company has also devised a Risk Management Policy for identification of elements of risks and procedures for reporting the same to the Board. The change in the nature of business, if any The Company was originally incorporated as KS Infra Tower and Landmark Private Limited on 30th July, 2013 under the Companies Act, 1956 with the Registrar of Companies, NCT Delhi & Haryana. Name of the Company was changed to Jindal Stainless (Hisar) Private Limited and fresh Certificate of Incorporation was issued by the Registrar of Companies, NCT Delhi & Haryana dated 28th August, 2014. The Company was converted into Public Limited Company on 26th December, 2014 and its name was changed to Jindal Stainless (Hisar) Limited. During the year, the main objects of the Company were changed with approval of the Shareholders at the Extraordinary General Meeting held on 21st July, 2014.

Material Changes and Commitments, if any, affecting the financial position of the Company

During the half year ended 30th September, 2015, the Company has achieved total income of Rs,3,445.82 Crores with EBIDTA of Rs, 416 Crores. The Company has earned net profit of Rs, 4.04 Crores during this period.

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.

Directors' Responsibility Statement

Pursuant to the requirement under section 134(5) of the Companies

Act, 2013 with respect to directors' responsibility statement, it is hereby

confirmed that:

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) the Directors had 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 the Company as at 31st March, 2015 and of the profit and loss of the Company for the year ended on that date;

(c) the Directors 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) the Directors had prepared the annual accounts on a going concern basis;

(e) the Directors had laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and were operating effectively; and

(f) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Corporate Governance

A separate section on Corporate Governance forms part of this Annual

Report.

Acknowledgement

Your Directors would like to express their gratitude for the valuable assistance and co-operation received from shareholders, banks, government authorities, customers and vendors. Your Directors also wish to place on record their appreciation for the committed services of all the employees of the Company.

For and on behalf of the Board of Directors

Place: New Delhi Ratan Jindal

Date : 6th November, 2015 Chairman

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