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Directors Report of Jindal Stainless (Hisar) Ltd.

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, ¦ 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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