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Directors Report of Jindal Stainless Ltd.

Mar 31, 2023

Your Directors have pleasure in presenting the 43^rd Directorsâ Report on the business and operations of your Company together with the audited statement of accounts for the financial year ended 31⁵¹ March 2023. The financial year 2022-23 was a successful year on the organic front, with the Company completing several projects execution

FINANCIAL RESULTS

As the members are aware, during the financial year 202223, the Honâble National Company Law Tribunal, Chandigarh Bench vide its Order dated 02^nd February, 2023 has approved the Composite Scheme of Arrangement providing for amalgamation of Jindal Stainless (Hisar) Limited (JSHL), JSL Lifestyle Limited (mobility division), JSL Media Limited and Jindal Stainless Corporate Management Services Private Limited (hereinafter collectively referred as Amalgamating

Company) with the Company (âComposite Schemeâ). The Composite Scheme was made effective w.e.f. 02^nd March, 2023 from the appointed dated 01 ^st April, 2020.

Consequently, the Company has restated the comparative numbers for all the periods presented in the standalone / consolidated financial statements to give effect to the Composite Scheme from the aforementioned appointed date, using Acquisition method of accounting in accordance with the requirements of Ind AS 103 âBusiness Combinationsâ.

Your Company''s performance for the financial year ended 31^st March, 2023 is summarized below:				(INR in crore)
Sl. Particulars No.	For the financial year		For the financial year
Sl. Particulars No.	ended (Standalone) 31.03.2023 31.03.2022		ended (Consolidated) 31.03.2023 31.03.2022
I Revenue from operations	35,030.35	32,291.77	35,697.03	32,732.65
II Other income	106.25	63.66	126.29	70.68
III Total income	35,136.60	32,355.43	35,823.32	32,803.33
IV Total expenses	32,433.08	28,588.01	33,159.31	28,744.97
V EBITDA	3,566.93	4,719.57	3,586.09	5,090.48
VI Profit before exceptional items, tax and share of net profit of investments accounted for using equity method	2,703.52	3,767.42	2,664.01	4,058.36
VII Share of profits from associates	-	-	109.96	100.68
VIII Profit before exceptional items and tax	2,703.52	3,767.42	2,773.97	4,159.04
IX Exceptional items	-	-	-	-
X Profit after exceptional items but before Tax	2,703.52	3,767.42	2,773.97	4,159.04
XI Tax expense	689.52	977.45	690.14	1,049.65
XII Profit for the year	2,014.00	2,789.97	2,083.83	3,109.39
XIII Total other comprehensive income	-3.49	-1.90	-6.39	-10.85
XIV Total comprehensive income for the year (comprising profit and other comprehensive income for the year)	2,010.51	2,788.07	2,077.44	3,098.54

FINANCIAL HIGHLIGHTS

During the financial year, revenue from the operations of your Company on standalone basis stood at INR 35,030.35 crore as compared to INR 32,291.77 Crore during the previous financial year 2021-22. EBITDA during the financial year 2022-23, on standalone basis stood at INR 3,566.93 crore as compared to INR 4,719.57 crore during the previous financial year. The Net profit of the Company on standalone basis stood at INR 2,014.00 crore. Further, during the financial year ended March 31, 2023, the consolidated revenue from operations of the Company stood at INR 35,697.03 Crore as compared to INR 32,732.65 crore during the previous financial year 2021-22. Consolidated EBITDA stood at INR 3,586.09 crore

as compared to INR 5,090.48 crore during the previous financial year. The Net profit for the financial year 2022-23 on consolidated basis stood at INR 2,083.83 crore.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the provisions of the Companies Act, 2013 (âthe Actâ), SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âSEBI LODRâ) 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 2023 are provided in the Annual Report.

KEY DEVELOPMENT:

A. COMPOSITE SCHEME OF ARRANGEMENT

The financial year 2022-23 was a year of consolidation, which enabled harnessing the complementing strengths of the Amalgamating companies. The consolidation of businesses recast the merged entity as an integrated, modern and âstate-of-the-artâ manufacturing facility, bringing the diversified technology, talent and R&D under one roof. The amalgamation of the Company and JSHL lead realisation of enhanced operational synergy, with the Companyâs proximity to port and raw materials, along with world-class finishing lines and JSHLâs strategic location around key domestic consumption centers. Leading to it, the amalgamation had also induced a simplified capital structure while expanding the turnover of the merged business to over Rs 35,000 crore.

Upon effectiveness of the Composite Scheme, the Company had on 16^th March, 2023 allotted equity shares, as per the Swap ratio mentioned in the Composite Scheme, to the eligible shareholders of JSHL and JSL Lifestyle Limited as on the Record date, i.e. 09^th March, 2023.

B. CAPACITY EXPANSION:

In order to cater the future growth in domestic and international market, your Company has commissioned the brownfield expansion plan at Jajpur, Odisha. The three-pronged expansion plan constituted the expansion of melting capacity and commensurate strengthening of backward and forward linkages:

i. Melting Capacity: 2x expansion of steel melting capacity - from existing 1.10 MTPA to 2.10 MTPA.

ii. Downstream enhancement: Commissioning Combo Line for downstream expansion. 1.5x expansion of HRAP (Hot Rolled Annealed Pickled) capacity and 1.7x expansion of CRAP (Cold Rolled Annealed Pickled) capacity. HRAP and CRAP capacities were enhanced from 0.8 MTPA and 0.45 MTPA to 1.25 MTPA and 0.75 MTPA respectively.

The capex project was completed within the planned timeline as a result of which your Company expanded the annual melt capacity of the Jajpur unit by 1 million tonnes as a result of which the Companyâs combined annual melt capacity has now reached ~3 MTPA. This achievement has propelled us into the ranks of the top five stainless steel producers globally, excluding China.

C. ACQUISITION OF RATHI SUPER STEEL LIMITED

Your Company had participated in the e-auction process for purchase of Rathi Super Steel Limited (âRSSLâ) (which was under liquidation process), on a going concern basis, in terms of the applicable provisions of Insolvency and Bankruptcy Board of India (Liquidation Process), Regulations, 2016 wherein the Company emerged as the successful bidder.

Consequent to the above, RSSL became the wholly owned subsidiary of your Company w.e.f. 16^th November 2022.

This strategic acquisition allowed for the expansion of our product portfolio to include wire rods and rebars, augmenting our solution-oriented approach.

D. SETTING UP OF A CAPTIVE HYBRID RENEWABLE ENERGY PROJECT

During the year, your Company partnered with ReNew Power for setting up a utility scale captive hybrid renewable energy project for supply of power to its Jajpur facility for an investment value of ~INR 137.5 crore. This project shall generate 700 million units per year through a mix of solar and wind technologies. This is a vital step towards the Companyâs resolution to reach the net zero carbon emission goal by 2050.

E. MAKING JINDAL UNITED STEEL LIMITED, A WHOLLY OWNED SUBSIDIARY OF THE COMPANY

During the period under review, the Board of Directors of your Company at its meeting held on 25^th March 2022 had approved to acquire the remaining 74% equity stake in Jindal United Steel Limited from OPJ Steel Trading Private Limited, for a cash consideration of INR 958 crores.

With this, your Company shall consolidate the critical facilities of stainless steel manufacturing under one umbrella. This acquisition would result in improved synergies between both the companies and a preferred governance structure, thereby enhancing value for all stakeholders.

F. ACQUISITION OF 49% STAKE IN INDONESIA BASED NICKEL PIG IRON COMPANY

As on date of this report, your Company with a view to secure its long term availability of nickel, entered into a collaboration agreement for an investment of upto USD 157 million, for development, construction and operation of a Nickel Pig Iron smelter facility in Indonesia. As a part of the above said agreement, the Company has subsequent to 31^st March 2023, acquired 49% equity interest of PT Cosan Metal Industry, Indonesia through acquisition of 100% stake in Sungai Lestari Investment Pte. Ltd., Singapore for a consideration of USD 64.19 million.

This strategic collaboration shall offer benefits of backward integration as your Company would have stake in the business of Nickel Pig Iron Smelter facility located in Indonesia, which shall usher a sharper competitive advantage in Indian and International markets.

CERTIFICATIONS AND QUALITY STANDARDS

Your Company is certified for integrated management systems comprising of quality management system (ISO 9001:2015), environment management system (ISO 14001:2015) and occupational health & safety management system (ISO 45001:2018). Your Company is also certified to energy management system as per ISO 50001:2018 and AS9100D, Aerospace quality management system.

All the testing laboratories (comprising of incoming raw materials, steel melt shop, coal testing and mechanical & metallurgical testing) of the Company are NABL (National Accreditation Board of Testing and Calibration Laboratory) accredited as per laboratory management system ISO/IEC 17025:2017. NABL accreditation of Companyâs laboratory has strengthened its overall technical competency and the grant for use of International Laboratory Accreditation Cooperation Mutual Recognition Arrangement (ILAC-MRA)

Mark on test certificate has resulted in becoming world class laboratory with worldwide acceptance of its test results.

Your Company is certified as per Construction Product Regulation (CE and UKCA Mark) with incorporation of ferritic & duplex grades for stainless steel. This will ensure the companyâs preference as certified manufacturer of stainless steel for constructive field in the European Market. The Company is certified for Pressure Equipment Directive AD/PED with ferritic & duplex grades of stainless steel .The Company is certified as DNV AS approved manufacturer for Marine Application and the approval from Bureau Veritas as per Marine & Offshore General Conditions and for BV Mode II scheme. The company is also certified as per NORSOK M-650 for 316 & UNS S31803/32205.

Your Company has REACH/RoHS certification for 200, 300 & 40 series stainless steel grades. This includes compliance to all applicable restricted substances under REACH and RoHS latest regulations.

Your Company has ISI marks/BIS certification for various grades of stainless-steel including BIS licenses as per IS 5522: 2014 (Stainless steel sheets & strips for Utensils), IS 15997:2012 (Low Nickel Austenitic Stainless Steel and Strip for Utensils and Kitchen Appliances), IS 6911:2017 Stainless Steel Plate, Sheet & Strips specification, IS 9294:1979 (Cold Rolled Stainless Steel strips for Razor Blades) and IS 9516:1980 (Heat Resisting Steel) enabling us as preferred stainless-steel manufacturer with BIS license. In addition to above, the Company holds 10 numbers for BIS license for various different Carbon Steel grades including IS 3502:2009 for Steel Chequered Plates.

Your Company also holds JIS Mark Certification as per JIS (Japanese Industrial Standard) JIS G 4304, JIS G 4305 and JIS G 4312 requirements for stainless steel products. This has enabled the Company to be able to sell stainless steel products in Japan and East Asian countries.

Your Company has obtained Automotive Quality Management System certification as per IATF 16949:2016. With this, customerâs demands from automotive segments are getting fulfilled.

The Mobility division of your Company also boasts of prestigious certifications to ensure higher value to stakeholders. The prominent ones include welding of railway vehicles and components according to EN 15085-2 classification level CL1 by DVS ZERT GmbH, and certification of management systems by IRIS Certification Conformity Assessment: 2020 and based on ISO/TS 22163:2017 for manufacturing of car body parts and interiors for rail applications.

With this, your Company adheres to a comprehensive selection of reputed quality certifications and standards to consistently deliver world-class quality products and services to all its stakeholders.

CREDIT RATING(S)

The credit rating(s) for the long term / short term borrowings of the Company as on date of this report is as under:

â¢ CRISIL Ratings Limited (An S&P Global Company): CRISIL AA-/A1 (Outlook: Positive)

â¢ India Ratings & Research Private Limited: IND AA- /A1 (Outlook Positive)

Further, below ratings were issued for Non-convertible Debentures of the Company:

â¢ CRISIL Ratings Limited (An S&P Global Company): CRISIL AA- (Outlook: Positive)

â¢ India Ratings & Research Private Limited: IND AA-(Outlook Positive)

The Commercial paper programme of the Company was rated as INDA1 by India Ratings & Research Private Limited

DIVIDEND

Your Directors are pleased to recommend for your approval at the ensuing annual general meeting, a final dividend of Rs. 1.50/- per equity shares (75%) of face value of Rs. 2 each. In addition, a special interim dividend of Re.1/- per share (50%) was declared in the month of April, 2023. Final dividend, if approved shall result in a total dividend payout of Rs. 2.50/-per equity share (125%) for the financial year 2022-23.

The Dividend Distribution Policy is available on the Companyâs website at following link:

https://www.jindalstainless.com/wp-content/up-

loads/2023/01/Dividend-Distribution-Policy-Clean.pdf

SHARE CAPITAL

Consequent to the effectiveness of the Composite Scheme, your Company on 16^th March 2023, had:

i. allotted equity shares, in the manner stated below, to the eligible equity shareholders of JSHL and JSL Lifestyle Limited as on 09^th March, 2023, (being the record date) based on the share exchange ratio mentioned in the Scheme:

Name of Allottee(s)	No. of equity shares allotted
Equity Shareholders of JSHL	46,00,92,663
Equity Shareholders of JSL Lifestyle Limited	61,30,766

ii. taken on record the cancellation of 16,82,84,309 nos. of equity shares held by JSHL in the Company.

Further, during the period under review, your Company approved to terminate its Global Depository Shares (GDS) programme and delisted its 88,02,167 nos. of Regulation S Depository Shares representing 1,76,04,334 nos. of equity shares from Luxembourg Stock Exchange.

The effective date of termination of the Companyâs GDS Programme was April 30, 2023.

As on 31 March 2023, 74,39,583 nos. of underlying equity shares were outstanding representing those GDR holders who are yet to surrender their GDS.

As on 31^st March 2023, the paid-up equity share capital of your Company was INR 1,64,68,69,176/- divided into 82,34,34,588 equity shares of face value of INR 2/- each.

NON CONVERTIBLE DEBENTURES

During the period under review, your Company has:

i. issued and allotted 990 nos. of Rated, Listed, Unsecured, Redeemable, Non-Convertible Debentures of face value of INR 10,00,000/- (Indian Rupees Ten Lakhs Only) each aggregating to INR 99,00,00,000/- (Indian Rupees Ninety Nine Crores Only) by way of private placement basis, and;

ii. changed the terms of the existing 3,750 nos. of Listed, Rated, Unsecured, Redeemable, Non-Convertible Debentures having nominal value of INR 10,00,000/-each, aggregating to INR 375,00,00,000/- (NCDs), by providing security over the assets of the Company, to make the NCDs secured.

TRANSFER TO RESERVES

During the year under review, no amount from Profit & Loss account had been transferred to any reserves of the Company.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

During the period under review, your Company has transferred unclaimed and unpaid amounts of fixed deposits aggregating to INR 4,02,560/- to Investor Education and Protection Fund. During the financial year 2022-23, there was no unclaimed dividend which was required to be transferred to Investor Education and Protection Fund.

SUBSIDIARY AND ASSOCIATE COMPANIES

As on 31^st March, 2023, your Company has 12 subsidiaries (including step-down subsidiaries), namely:

1. PT Jindal Stainless Indonesia;

2. Jindal Stainless FZE;

3. JSL Group Holdings Pte. Ltd.,

4. Iberjindal S.L.,

5. Jindal Stainless Park Limited;

6. Rathi Super Steel Limited;

7. Jindal Stainless Steelway Limited;

8. Jindal Lifestyle Limited;

9. JSL Logistics Limited;

10. Jindal Strategic Systems Limited;

11. J.S.S Steelitalia Limited;

12. Green Delhi BQS Limited;

During the period under review, Jindal Ferrous Limited (formerly known as JSL Ferrous Limited) had ceased to be the subsidiary w.e.f. 6^th May 2022. As on 31^st March, 2023, your Company has two associate companies namely, Jindal United Steel Limited and Jindal Coke Limited. 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:

https://www.jindalstainless.com/financials#financials

The members, if they desire, may write to the Secretarial Department of the Company 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 statements 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(1)(C) of SEBI LODR, which is available on the website of the Company at the link:

https://www.jindalstainless.com/wp-content/up-

loads/2023/01/Policy-on-Material-Subsidiaries.pdf

The Company doesnât have any material subsidiary company as on 31^st March 2023.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report as required under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI LODR) forms part of this Directorâs Report.

INFORMATION TECHNOLOGY

In the digital world, change is the only constant since technology is evolving every moment. As a future-ready manufacturing organisation, Jindal Stainless is committed to stay ahead of the curve and drive the digitisation of its operations to optimise processes, minimise defects, and ensure unparalleled efficiency.

Seamless ERP Migration and Enhanced Productivity:

We are proud to announce the seamless migration of our ERP system to the cutting-edge âRise with SAPâ platform. This forward-looking transition has unlocked a new era of productivity, streamlining operations, and empowering our workforce to achieve remarkable feats of efficiency.

Data Visualization with SAP Dashboards: As part of our data-driven decision-making philosophy, we are embarking on the implementation of SAP Dashboards. This futuristic solution serves as a visual command centre, consolidating critical data into intuitive displays for our senior management and leadership. This leap in data visualization equips us with unprecedented insights, enabling agile and informed decision-making.

Exemplary IT General Controls and Fortified Data Security:

Our commitment to excellence extends to IT General Controls (ITGC), as affirmed by our auditors who consistently commend the efficacy of our control framework. We maintain stringent vigilance over data security, continuously reviewing and fortifying our defences while embracing emerging technologies to safeguard our digital assets.

Empowering Security Operations Control: To stay ahead of ever-evolving cyber threats, we are empowering our digital ecosystem with Security Operations Control. This state-of-the-art framework amplifies our monitoring capabilities, ensuring the inviolability of our digital assets against unwarranted intrusions. Our proactive stance secures the companyâs digital infrastructure, poised to withstand the challenges of tomorrow.

Trailblazing Industry 4.0 Advancements: At the forefront of the Industry 4.0 revolution, we are pioneering advancements that redefine manufacturing paradigms. Our endeavours span a multitude of emerging technology areas, prominently including the Internet of Things (loT). By harnessing loT capabilities, we are minimizing downtimes, augmenting Overall Equipment Efficiency (OEE), and charting a course towards an unprecedented era of operational excellence.

Unveiling a Digital Roadmap: Jindal Stainless is charting an ambitious digital roadmap, steering our organisation towards a paperless future. Our ongoing Vendor Invoice automation initiative is set to revolutionize our procurement processes. Furthermore, we are fervently progressing with projects such as Production Planning and Detailed Scheduling, as well as Manufacturing Execution System implementation. Simultaneously, we are poised to embark on transformative ventures, including the establishment of a digital control tower. These ventures collectively foster a future of streamlined operations and unparalleled productivity.

Intelligent Collaboration with SAP: Embracing intelligent collaboration, we have seamlessly integrated SAP Intelligent Spend Management into our operations. This groundbreaking implementation has redefined our bid management process, enhancing collaboration across our extensive vendor value chain. Our commitment to leveraging cutting-edge technology amplifies vendor collaboration, solidifying the Companyâs position as an industry leader in vendor relationship management.

Successful Merger Implementation: We take pride in the successful and timely merger implementation of Jindal Stainless Limited and Jindal Stainless (Hisar) Limited within the SAP ecosystem, adhering meticulously to statutory requirements. This milestone integration has fortified our organizational structure, creating synergies and unlocking unparalleled operational efficiency.

These trailblazing digital and IT interventions firmly establish Jindal Stainless as a frontrunner in the era of digital transformation. With an unwavering dedication to innovation and a futuristic vision, we forge ahead, redefining the boundaries of manufacturing excellence in the digital world.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The composition of the Board of Directors saw the following changes:

A. Induction of new Board Member:

Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors of the Company had appointed:

i. Dr. Rajeev Uberoi (DIN: 01731829) as an Additional NonExecutive Independent Director, for a first term of three years, w.e.f. 2^nd November 2023. On 28^th December 2022, the members of the Company, through special resolution passed by way of postal ballot approved the appointment of Dr. Uberoi as an Independent Director;

ii. Mr. Anurag Mantri (DIN: 05326463) as an Additional Director and designated him as an Executive Director & Group CFO of Company for a term of five years w.e.f.

23^rd January 2023. The members of the Company in their extra-ordinary general meeting held on 20^th April 2023, through ordinary resolution approved the appointment of Mr. Mantri as an Executive Director & Group CFO;

iii. Mrs. Shruti Shrivastava (DIN: 08697973), as an Additional Non-Executive Independent Director, for a first term of three years w.e.f. 23^rd January 2023. The members of the Company in its Extra-ordinary General Meeting held on 20^th April 2023, through special resolution approved the appointment of Mrs. Shrivastava as an Independent Director, and;

iv. Mr. Jagmohan Sood (DIN: 08121814) as an Additional Director and designated him as a Wholetime Director for a term of five years w.e.f. 17^th May 2023, subject to shareholders approval.

B. Re-appointment:

Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors of the Company had approved the re-appointment of:

i. Mr. Jayaram Easwaran (DIN: 02241192) as a NonExecutive Independent Director for a second term of three years w.e.f 5^th August 2022. On 2^nd September 2022, the members of the Company, through special resolution passed by way of postal ballot approved the appointment of Mr. Easwaran as an Independent Director;

ii. Mrs. Arti Luniya (DIN: 05341955) as a Non-Executive Independent Director for a second term of three years w.e.f 26^th November 2022. On 28^th December 2022, the members of the Company, through special resolution passed by way of postal ballot approved the appointment of Mrs. Luniya as an Independent Director;

iii. Mr. Abhyuday Jindal (DIN: 07290474) as a Managing Director for a term of five years w.e.f. 1^st May 2023, subject to shareholders approval.

Further as mentioned in the previous yearâs Annual Report, the members of the Company had with majority approved the re-appointment of Mr. Ratan Jindal (DIN: 00054026) as a Chairman & Managing Director of the Company for a term of five years w.e.f. 01^st April 2022.

C. Directors retiring by rotation:

In terms of the provisions of Section 152 of the Companies Act, 2013 read with the Articles of Association of the Company, Mr. Ratan Jindal (DIN: 00054026), Chairman & Managing Director and Mr. Tarun Kumar Khulbe (DIN: 07302532), Wholetime Director of the Company retires by rotation at the ensuing Annual General Meeting (AGM) and being eligible offers themselves 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, for re-appointment of Mr. Ratan Jindal, Chairman & Managing Director and Mr. Tarun Kumar Khulbe, Wholetime Director as Director liable to retire by rotation are mentioned in the Notice convening the ensuing AGM, which forms part of the Annual Report.

D. Cessation

As per the terms of appointment, Mr. Suman Jyoti Khaitan (DIN: 00023370), completed his second term as an Independent Director on 21^st September 2022 and accordingly ceased to be an Independent Director and member of the Board of Directors.

DECLARATION OF INDEPENDENCE OF DIRECTORS

All the Independent Directors of the Company had given the declaration under Section 149(7) of the Act and Regulation 25(8) of SEBI LODR that they meet the criteria of independence as provided in Section 149(6) of the Act read with the Rules framed thereunder and Regulation 16 of SEBI LODR. The Independent Directors have also confirmed that they have complied with the Companyâs Code of Conduct for Board Members and Senior Management. Further, all the Directors have also confirmed that they are not debarred to act as a Director by virtue of any SEBI order or any other authority. The Company has received a declaration from the Independent Directors that their name is included in the data bank.

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 Companyâs website at the link:

https://www.jindalstainless.com/wp-content/up-

loads/2023/01/Policv-on-Familiarisation-Programme.pdf

In the opinion of the Board, there has been no change in the circumstances which may affect their status as Independent Directors of the Company and the Board is satisfied of the integrity, expertise, and experience (including proficiency in terms of Section 150(1) of the Act and applicable rules thereunder) of all Independent Directors on the Board.

BOARD EVALUATION

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

GENERAL MEETING / POSTAL BALLOT:

During the financial year ended 31^st March 2023, apart from an Annual General Meeting of the Company held on 30^th September 2022, your Company had sought approval of the shareholders through the following Postal Ballots:

a. Postal Ballot notice dated 26^th May, 2022, for seeking approval of the shareholders for (i) entering into material related party contracts / arrangements / transactions for financial year 2022-23; (ii) enhancement of the limits of material related party contracts / arrangements / transactions entered into during the financial year 2021-22; and (iii) re-appointment of Mr. Ratan Jindal (DIN: 00054026) as Chairman and Managing Director of the Company for a period of five years w.e.f. 1 ^st April,

2022. The aforesaid matters were duly approved by the members of the Company and the result of postal ballot were declared on 28^th June, 2022;

b. Postal Ballot notice dated 2^nd August, 2022, for seeking approval of the shareholders for (i) making Jindal United Steel Limited a Wholly Owned Subsidiary by way of acquisition of 34,15,89,879 Equity Shares from OPJ Steel Trading Private Limited, a promoter group company, and;(ii) re-appointment of Mr. Jayaram Easwaran (DIN: 02241192) as an Independent Director for a second term of three consecutive years. The aforesaid matter was duly approved by the members of the Company and the result of postal ballot were declared on 3^rd September, 2022;

c. Postal Ballot notice dated 18^th November, 2022, for seeking approval of the shareholders for (i) re-appointment of Mrs. Arti Luniya (DIN: 05341955) as an Independent Director for a second term of three years, and; (ii) appointment of Dr. Rajeev Uberoi (DIN: 01731829) as an Independent Director for a first term of three years.

The aforesaid matters were duly approved by the members of the Company and the result of postal ballot was declared on 29^th December, 2022.

Apart from the above, the members of the Company in its Extra-ordinary General Meeting (EGM) held on 20th April, 2023 approved the (i) appointment of Mr. Anurag Mantri (DIN: 05326463) as Executive Director & Group CFO of the Company; and; (ii) appointment of Mrs. Shruti Shrivastava (DIN: 08697973) as an Independent Director for a first term of three years. The aforesaid matter was duly approved by the members of the Company and the results of the EGM was declared on 21^st April 2023.

FIXED DEPOSITS

Your Company had stopped accepting / renewing deposits from 1^st April 2014. In compliance of the CLB Order, your Company has repaid the entire outstanding deposits on 30^th June 2016. As on 31^st March 2023, your Company had total outstanding unclaimed matured deposits of INR 12,82,321/-.

The details relating to deposits, covered under Chapter V of the Act are provided hereunder:

1. Accepted during the year: Nil

2. Remained unpaid or unclaimed as at the end of the year due to pending clearance of cheques including interest: INR 12,82,321/- (unclaimed matured).

3. Whether there has been any default in repayment of deposits or payment of interest thereon during the year and if so, number of such cases and the total amount involved: - no default has been made and hence these details are not applicable.

(a) at the beginning of the year: Not Applicable

(b) maximum during the year: Not Applicable

4. The details of deposits, not in compliance with the requirements of Chapter V of the Act: Nil

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 Act read with Rule 8 of the Companies (Accounts) Rules, 2014, is annexed herewith as Annexure - I to 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 till the date of AGM 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 Walker Chandiok & Co. LLP, Chartered Accountants and M/s. Lodha & Co., Chartered Accountants, Joint Statutory Auditors were appointed by the members of the Company on 42^nd AGM of the Company held on 30^th September, 2022 for a period of five consecutive years until the conclusion of the 47^th AGM of the Company. The Joint Statutory Auditors of the Company have confirmed that they are not disqualified from continuing as Auditors of the Company.

The Notes to financial statements referred to in the Auditorsâ Report are self-explanatory and do not call for any further comments. The Auditorsâ Report doesnât 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

Pursuant to Section 148 (1) of the Act, your Company is required to maintain a cost record as specified by the Central Government and accordingly such accounts and records are made and maintained. 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 of Directors, upon the recommendation of the Audit Committee, had appointed M/s. Ramanath Iyer & Co., Cost Accountants, for this purpose for the financial year 2023-24.

The remuneration payable to the Cost Auditors for the financial year 2023-24, as recommended by the Audit Committee and

approved by the Board, 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 of Directors, upon the recommendation of the Audit Committee, had appointed M/s Vinod Kothari & Company, Practicing Company Secretaries, to conduct Secretarial Audit for the financial year 2022-23. In terms of Regulation 24A of the SEBI LODR, the Secretarial Audit Report for the financial year ended 31^st March 2023 is annexed herewith as Annexure - III to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

The Annual Secretarial Compliance Report for the year ended March 31,2023 confirming compliance of all applicable SEBI Regulations, Circulars and Guidelines, by the Company was issued by M/s Vinod Kothari & Company, Practicing Company Secretaries. The same shall be filed with the exchanges and made available on the website of the Company at https:// www.jindalstainless.com/corporate-governance/secretarial-compliance-reports

The Board of Directors at their meeting held on 17^th May 2023, upon the recommendation of Audit Committee, has reappointed M/s Vinod Kothari & Company, Practicing Company Secretaries, as Secretarial Auditor, for conducting Secretarial Audit of the Company for the financial year 2023-24.

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 Act and Rules made thereunder read with Regulation 23 of the SEBI LODR, your Company had obtained prior approval of the Audit Committee under omnibus approval route and / or under specific agenda items for entering into such transactions.

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

Consequent to the effectiveness of the Composite Scheme, JSHL has amalgamated into and with the Company. Therefore, the disclosure of material related party transactions with JSHL made during the year have not been considered.

Your Directors draw attention of the members to notes to the financial statements which inter-alia set out related party disclosures. The policy on Dealing with Related Party Transactions, inter-alia covering the materiality of related parties transactions and dealing with related party transactions, as approved by the Board may be accessed on your Companyâs website at the link:

https://www.jindalstainless.com/wp-content/

uploads/2023/01/Related-Partv-Policv-7.02.2022.pdf

The details pertaining to transaction(s) with person(s) or entity(ies) belonging to the promoter/promoter group which holds 10% or more shareholding in the Company are mentioned in the Standalone Financial Statements.

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. The Committee has framed a risk management policy and the same is approved by the Board of Directors of the Company.

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 pertaining to Composition of the Risk Management Committee along with the details of meeting(s) held during the 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 under review, such controls were tested and no reportable material weakness in the design or operation was observed.

AUDIT COMMITTEE

The composition of the Audit Committee, 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 2022-23 were accepted by the Board.

CORPORATE SOCIAL RESPONSIBILITY

Guided by the vision and philosophy of its Founder Late Shri O.P. Jindal, your Company has strived to deliver on its responsibilities towards its communities people and society at large. Your Company has planned intervention in various filed including promoting education & vocational training, integrated health care, livelihood & women empowerment, rural infrastructure development, environment sustainability sports and the like on voluntarily basis. Your Company carries out the social development through Jindal Stainless Foundation, OP Jindal Charitable Trust and the Corporate Social Responsibility (CSR) team of JSL.

In terms of the provisions of the Section 135 of the Companies Act, 2013, the Company has a CSR Committee, the composition of the CSR Committee as on 31^st March 2023 is as under:

Sl. No.	Name	Designation
1	Mr. Ratan Jindal	Chairman & Managing Director, Chairman of the CSR Committee
2	Ms. Bhaswati Mukherjee	Independent Director, Member of the CSR Committee
3	Mr. Tarun Kumar Khulbe	Wholetime Director, Member of the CSR Committee

Your Company has in place a CSR policy indicating the areas of Companyâs CSR activities. The CSR Policy can be accessed on your Companyâs website at the following link: https:// www.jindalstainless.com/wp-content/uploads/2023/01/JSL-CSR-Policy.pdf

Further, the Corporate Social Responsibility Committee, in pursuance to its CSR policy, had formulated and recommended to the Board, annual action plan along with the CSR projects for the financial year 2022-23 and the same is approved by the Board of Directors of the Company.

The CSR Projects for the Finacial Yaer 2022-23 approved by the Board of Directors of the Comoany are available on the link: https://www.jindalstainless.com/corporate-governance#corporate-governance

The disclosure as per Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 is herewith as Annexure - V to this Report.

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.

ENVIRONMENT, SOCIAL & GOVERNANCE (ESG)

Your Company aims to create long-term value for stakeholders by incorporating ESG standards and focusing on positive environmental and social performance. The Company aims to achieve net zero carbon emissions by 2050 and plans to increase its renewable energy portfolio. Our 2050 sustainable development plan is an outcome of our risk management process. We have also increased usage of renewable energy, scrap for deep de-carbonization. We have been working on improving our energy efficiency and process efficiency through best available technologies. Innovative processes including CCUS, green hydrogen in DRI and direct electrolysis.

Environment:

The initiatives taken by the Company towards its target to become net zero are available in the Annual Report.

JSL has invested in the strategic wastewater management system that ensures no discharge of wastewater into the environment. JSL has its own effluent treatment plants (ETP) to reuse treated waste water for various purposes. The company also promotes roof top water harvesting, using recycled water and harvested rainwater for 39% of total water consumption.

The company promotes environmental risk management and compliance with regulations, implementing the â3-Râ philosophy for waste management. JSL produces most of its stainless steel from recycled scrap-metal recovered from slag-grinding dust, reducing the need for natural resources. Fly ash from the Captive Power Plant is reused 100% for cement plants, brick manufacturers, and sheet manufacturers, and bottom ash is sent for road making. Slag from Steel Melting Shop & Ferro Alloy Plant being generated is processed in Metal Recovery plant/Jigging Plant for recovery of valuable metal and further rejected slag are being reused in road making of NHAI. Hazardous Wastes namely used oil &

waste oil is being sold 100% to authorised dealer for further recycling. CRM ETP Sludge is being sent to CHWTSDF for land filling. E waste generated from the plant is being sold to authorize re-processors. Sludge from BOD plant of Coke Oven is being reused in Coke Oven battery.

We take significant steps to maintain the air quality in and around our plant facilities and keep the level of dust (particulate matter), NOx, and SOx - well within the permissible limits. We use advanced facilities like dust extraction systems, electrostatic precipitators, bag filters, ventilation, and low NOX burners for air emissions treatment. Housekeeping is maintained using dedicated crews and water sprinkling. As part of our effort to keep the local communities safe, we try to constantly improve the quality of diffused dust in the air.

We are aligned with the National Biodiversity Targets and take a risk-based approach to make biodiversity a key decision-making consideration. We are also committed to not operating in World Heritage areas and IUCN Category I-IV protected areas. Our plants are not within a 10 KM radius of any national parks or biodiversity hotspot areas. The company has established a state-of-the-art âCentre for Environmental Excellenceâ with sophisticated R&D systems and regular tree plantation drives.

Social:

At Jindal Stainless, safety is ingrained in the organizational culture, and the company promotes both occupational and personal safety practices. JSL is committed to creating a safety culture among employees, contractors, customers and the communities in which we operate by adopting 4-E principles and implementing OHSAS 18001:2007 for Occupational Health & Safety and promote safety at various stages to roll out âACCIDENT FREE STEELâ. JSL is creating a safety culture within the organization through effective communication, participation, and consultation with all stakeholders. JSL has implemented a robust safety management system framework and a sound safety governance structure, including a Safety Observation Portal, night duty officers, HAZOP studies, regular safety trainings, and emergency mock drills. The EHS Department, consisting of experienced and empowered Safety Officers, Environment Officers, and Fire Officers, is responsible for devising best practices and procedures for creating a safe work environment. Supervisor Responsibility on safety is inherently adopted, driving safety ownership at respective shop floors. Bi-weekly and monthly plant safety review meetings are held, and quarterly meetings of the Safety Apex Committee, EHS Leaders, Contractors, and BBS (Behaviour-Based Safety) Mentors are held. JSL has achieved the ZERO LTI target for the financial year 2022-23.

Jindal Stainless has been recognized for its outstanding management skills and has received numerous awards, including the Great Managers-2022 award, the Golden Peacock National Training Award, and the CII HR Excellence Award. The company has also been recognized for its commitment to HR excellence and has won the Transformation Forum Award for Best Use of Gamification/Simulation for Learning and Young L&D Leader of the Year (30-40). JSL has implemented two training programs, focusing on crossfunctional teams and cross-functional projects. The company has also conducted knowledge and skill assessments for workers and supervisors through the online and incorporated

ESG awareness sessions in induction modules. In May 2022, JSL signed a MoU with SCTEVT to promote technical education on stainless steel and its applications. The company has also organized various committees to address employee grievances, introduced the Business Partnerâs Meet, and introduced the HRBP concept to accelerate the evolution of its People Management processes and improve overall efficiency. Specialized doctors conduct screenings, pathological investigations, and provide care for employees and their dependants.

The various initiatives taken by the Company towards upliftment and welfare of the marginalized sections of the society are available in the Annual Report and also on the Companyâs website.

Governance:

Ethical conduct is crucial for enhancing long-term value for stakeholders and generating sustainable corporate growth. As a responsible corporate entity, Jindal Stainless Limited operates in a fair and transparent manner, focusing on disclosure procedures, transparent accounting policies, strong Board practices, and ethical standards. The company has well-defined governance structures, ensuring accountability, transparency, rule of law, and efficient management of economic, environmental, and social aspects.

The corporate governance polices of the Company are available at the link:

https://www.jindalstainless.com/corporate-governance/

policies

BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT

SEBI vide its Notification dated 5^th May 2021, has amended the provisions of Regulation 34 of SEBI LODR, thereby making the Business Responsibility and Sustainability Report (BRSR) applicable to the top 1,000 listed entities (by the market capitalisation as on 31^st March 2022) for reporting on a mandatory basis from FY 2022-23. The BRSR requires disclosure on the Companyâs performance against the nine principles of the National Guidelines on Responsibility Business Conduct. Your Company ranked 321^st position amongst the top 1000 listed entities on the National Stock Exchange of India Limited as on 31^st March, 2022.

Keeping up the commitment to be responsible and sustainable towards the environment and society, your Company has prepared the BRSR enshrined with the leadership indicators, for the Financial Year 2022-23.

The BRSR of the Company as per the requirements of Regulation 34(2)(f) of the SEBI LODR describing the initiatives taken by the Company, from the new indicators of environmental, social and governance perspective, is available at the link:

https://www.jindalstainless.com/annual-reports/

The policies referred in the above said report can also be viewed on the Companyâs website:

https://www.iindalstainless.com/corporate-governance/

policies/

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 (âPOSH Actâ). 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 which is responsible for redressal of complaints related to sexual harassment and follows the guidelines provided in the policy.

Further, in terms of the provisions of the SEBI LODR, the details in relation to the POSH Act, for the financial year ended on 31^st March 2023 are as under:

a) Number of complaints pertaining to sexual harassment filed during the financial year: NIL

b) Number of complaints pertaining to sexual harassment disposed off during the financial year: NIL

c) Number of complaints pertaining to sexual harassment pending as at the end of the financial year: NIL

STOCK EXCHANGES WHERE THE SECURITIES ARE LISTED

National Stock Exchange of India BSE Ltd. (âBSEâ) Ltd., (âNSEâ)

Exchange Plaza, 5^th Floor, Plot No. Phiroze Jeejeebhoy

C/1, G-Block, Bandra-Kurla Complex, Towers, Dalal Street, Bandra (E), Mumbai - 400 051 Mumbai - 400 001

The Company pays annual listing fees to NSE and BSE. No shares of your Company were delisted during the financial year 2022-23.

Further during the period under review, your Company has paid additional listing fees for listing of 46,62,23,429 equity shares, allotted on 16^th March 2023 pursuant to the Composite Scheme of Arrangement as sanctioned by Honâble National Company Law Tribunal, Chandigarh bench (âHonâble NCLTâ) vide its order dated 2^nd February 2023.

Consequent to the termination of the GDS Programme and delisting of the outstanding GDS from Luxemburg Stock Exchange, the underlying equity shares of the Company shall continue to be listed on the BSE and NSE.

The Non-Convertible Debentures of your Company are listed on BSE.

ANNUAL RETURN

In terms of Sections 92(3) and 134(3)(a) of the Act, annual return is available on the Companyâs website and can be viewed at the below mentioned link:

https://www.iindalstainless.com/corporate-governance/

annual-return/

NUMBER OF BOARD MEETINGS

The Board of Directors met 4 (four) times during the financial year ended on 31^st March 2023. The details of Board

Meetings and the attendance of the Directors are provided in the Corporate Governance Report.

WHISTLE BLOWER POLICY / VIGIL MECHANISM

Pursuant to the provisions of Section 177(9) of the Act, read with 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 Companyâs code of conduct or ethics policy and to ensure that whistleblower is protected.

The Whistle Blower Policy is posted on the website of your Company and can be accessed at the link:

https://www.iindalstainless.com/wp-content/

uploads/2023/01/Whistle-Blower-Policy.pdf

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

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

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 March 31,2023.

However, consequent to the effectiveness of the Composite Scheme of Arrangement, the object clause of the Company has been amended to carry out the business of the Amalgamating Company, as defined above.

POLICY ON DIRECTORSâ APPOINTMENT AND REMUNERATION AND OTHER DETAILS

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 including criteria for determining qualifications, positive attributes, independence of a Director and other matters, as required under sub-section (3) of Section 178 of the Act, of your Company can be viewed at the following link:

https://www.jindalstainless.com/wp-content/

uploads/2023/01/JSL-Remuneration-Policy.pdf

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

No material changes and commitments affecting financial position of your Company have occurred between the end of the financial year of the Company to which Financial Statements relate and 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 2022-23, there was no such significant and material order passed by the regulators/ courts/ tribunals impacting the going concern status and Companyâs operations in future.

SECRETARIAL STANDARDS

The applicable Secretarial Standards, i.e., SS-1 and SS-2, issued by The Institute of Company Secretaries of India relating to âMeetings of the Board of Directorsâ and âGeneral Meetingsâ, respectively and such other Secretarial Standards, as and when applicable, have been duly followed by the Company.

DIRECTORSâ RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(5) of the Act with respect to directorsâ 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 31^st March 2023 and of the profit 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 and a certificate from the practicing Company Secretary regarding compliance of conditions of Corporate Governance as stipulated under the SEBI LODR forms part of the Annual Report.

OTHER DISCLOSURES

Your 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.

c) No application has been admitted against the Company under the Insolvency and Bankruptcy Code, 2016.

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

Your Directors would like to express their gratitude for the valuable assistance and cooperation received from shareholders, lenders, 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.

Mar 31, 2022

Your Directors have pleasure in presenting the 42^nd Directorsâ Report on the business and operations of your Company together with the audited statement of accounts for the financial year ended 31^st March, 2022.

FINANCIAL RESULTS

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

(Rs. in crores)
Sl. No.	Particulars	For the financial year ended (Standalone)		For the financial year ended (Consolidated)
Sl. No.	Particulars	31.03.2022	31.03.2021	31.03.2022	31.03.2 021
I	Revenue from operations	20,311.94	11,679.14	21,223.40	12,188. 46
II	Other income	53.71	42.30	55.82	40.90
III	Total income	20,365.65	11,721.44	21,279.22	12,229. 36
IV	Total expenses	18,195.59	11,120.41	18,939.78	11,647. 31
V	EBITDA	2,790.79	1,395.85	2,987.13	1,424.1 9
VI	Profit before exceptional items, tax and share of net profit of investments accounted for using equity method	2,170.06	601.03	2,339.44	582.05

VII	Share of profits from associates	-	-	102.68	5.21
VIII	Profit before exceptional items and tax	2,170.06	601.03	2,442.12	587.26
IX	Exceptional items	-	99.39	-	102.41
X	Profit after exceptional items but before Tax	2,170.06	700.42	2,442.12	689.67
XI	Tax expense	495.61	272.50	533.00	270.21
XII	Profit for the year	1,674.45	427.92	1,909.12	419.46
XIII	Total other comprehensive income	(0.89)	0.43	(9.71)	3.59
XIV	Total comprehensive income for the year (comprising profit and other comprehensive income for the year)	1,673.56	428.35	1,899.41	423.05

FINANCIAL HIGHLIGHTS

During the financial year, revenue from the operations of your Company on standalone basis stood at Rs. 20,311.94 Crore as compared to Rs. 11,679.14 Crore during the previous financial year 2020-21. EBITDA during the financial year 2021-22, on standalone basis stood at Rs. 2,790.79 Crore as compared to Rs. 1,395.85 Crore during the previous financial year. The Net profit of the Company on standalone basis registered a growth of 291% and stood at Rs. 1,674.45 Crore as compared to net profit of Rs. 427.92 Crore during the previous financial year 2020-21. Further, during the financial year ended March 31, 2022, the consolidated revenue from operations of the Company stood at Rs. 21,223.40 Crore as compared to Rs. 12,188.46 Crore during the previous financial year 2020-21. Consolidated EBITDA stood at Rs. 2,987.13 Crore as compared to Rs. 1,424.19 Crore during the previous financial year. The Net profit for the financial year 2021-22 on consolidated basis stood at Rs. 1,909.12 Crore.

OPERATIONS

The Company has been able to improve its performance significantly during the year 202122. Steel Melting Shop produced 10,52,956 MT as compared to 8,73,907 MT in the previous

C 1

fiscal year.

The production at Ferro Alloys during the year was 2,47,556 MT against 2,17,744 MT during the previous year 2020-21. Captive Power Plant (2X125MW) generated 1,914 million units (gross) of power in FY2021-22 as compared to 1,687 MU in FY2020-21.

Under its âLocal to Globalâ initiative, the Company is in the process of providing customized product solutions for international operations of select domestic customers having a global presence.

CERTIFICATIONS AND QUALITY STANDARDS

Your Company is re-certified for integrated management systems comprising of Quality management system (ISO 9001:2015), Environment management system (ISO 14001:2015) and Occupational health & safety management system (ISO 45001:2018). Your Company is also re-certified to Energy management system as per ISO 50001:2018.

All the testing laboratories (comprising of incoming raw materials, steel melt shop, coal testing and mechanical & metallurgical testing) of the Company are NABL (National Accreditation Board of Testing and Calibration Laboratory) accredited as single entity as âCentral laboratory & technical servicesâ as per laboratory management system ISO/IEC 17025:2017. NABL accreditation of Companyâs laboratory has strengthened its overall technical competency and the grant for use of International Laboratory Accreditation Cooperation Mutual Recognition Arrangement (ILAC - MRA) Mark on test certificate has resulted in becoming world class laboratory with worldwide acceptance of its test results.

Your Company is certified as per Construction Product Regulation (CE Mark) with incorporation of ferritic & duplex grades of stainless steel with validity of certificate till December 2023. This will ensure the Companyâs preference as certified manufacturer of stainless steel for construction field in the European market. The Company is re-certified for Pressure Equipment Directive AD/ PED with ferritic & duplex grades of stainless steel under the scope with validity of certificate until January 2025. The Company is certified as DNV AS approved manufacturer for Marine Application and the approval from Bureau Veritas as per Marine & Offshore General Conditions and for BV Mode II scheme, certificate valid until Nov 2025.

Your Company has REACH/RoHS certification for 200, 300 & 400 series stainless steel grades. This includes compliance to all applicable restricted substances under REACH and RoHS latest regulations.

Your Company has ISI mark/ BIS certification for various grades of Stainless Steel including BIS licenses as per IS 5522: 2014 (Stainless Steel Sheets and Strips for Utensils), IS 15997:2012 (Low Nickel Austenitic Stainless Steel and Strip for Utensils and Kitchen Appliances) and IS 6911:2017 Stainless Steel Plate, Sheet & Strips specification enabling us as preferred stainless steel manufacturer with BIS license. In addition to above, the Company holds 10 numbers of BIS license for various different Carbon steel grades including IS 3502: 2009 for Steel Chequered Plates.

Your Company also holds JIS Mark Certification as per JIS (Japanese Industrial Standard) JIS

G 4304, JIS G 4305 and JIS G 4312 requirements for stainless steel products. This has enabled the Company to be able to sell stainless steel products in Japan and East Asian countries.

Your Company has obtained Automotive Quality Management System certification as per IATF 16949:2016. With this, customer''s demands from automotive segments are getting fulfilled.

CREDIT RATING(S)

The credit rating(s) for the long term / short term borrowings of the Company as on date of this report is as under:

> CRISIL Ratings Limited (An S&P Global Company): CRISIL AA-/A1 (Outlook: Stable)

> CARE Ratings Limited: CARE AA- (Outlook:Stable) / CARE A1

> India Ratings & Research Private Limited: IND AA- (Outlook Stable) /A1

Further, below ratings were issued for Non-convertible Debentures of the Company:

> CRISIL Ratings Limited (An S&P Global Company): CRISIL AA- (Outlook: Stable)

> India Ratings & Research Private Limited: IND AA-(Outlook Stable)

The commercial paper programme of the company was rated as IND A1 by India Ratings & Research Private Limited

DIVIDEND & TRANSFER TO RESERVES

In terms of the Dividend Distribution Policy of the Company and 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^st March, 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.jslstainless.com/wp-content/uploads/2020/09/JSL-Dividend-Distribution-

Policy_482018_R.pdf

SHARE CAPITAL

As on 31^st March, 2022, the paid up equity share capital of your Company was Rs. 1,05,09,90,936/- divided into 52,54,95,468 equity shares of face value Rs. 2/- each.

During the period under review, the Company has allotted below mentioned equity shares, upon conversion of equal number of convertible equity warrants which were allotted to Virtuous Tradecorp Private Limited, a Promoter Group entity and Kotak Special Situations

Fund, an Alternate Investment Fund on 29^th September, 2020:

Name of allottee	Date of allotment	No. of equity shares allotted
Virtuous Tradecorp Private Limited	August 25, 2021	1,40,30,165
Virtuous Tradecorp Private Limited	March 28, 2022	2,12,22,478
Kotak Special Situations Fund	September 08, 2021	30,08,225

The funds so raised by the Company have been utilized to augment the cash flows of the Company for meeting its liabilities, strengthening long term working capital and general corporate purposes, in line with the objects of the said issue.

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 the SEBI LODR forms part of this Directorâs Report.

NON CONVERTIBLE DEBENTURES

During the period under review, the Company has issued and allotted 3,750 nos. of Rated, Listed, Unsecured, Redeemable, Non-Convertible Debentures of face value of INR 10,00,000/- (Indian Rupees Ten Lakhs Only) each aggregating to INR 375,00,00,000/- (Indian Rupees Three Hundred and Seventy Five Crores Only) by way of private placement basis through Electronic Book Mechanism of BSE Limited.

Further, during the year under review, your Company had made the premature redemption of outstanding Senior, Unlisted, Secured, Redeemable, Rated and Non-Convertible Debentures at par, along with the accrued interest thereon aggregating to Rs. 375.99 Crores as on 25 ^thFebruary, 2022 (the date of early redemption), issued to Kotak Special Situations Fund.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

During the period under review, your Company has transferred unclaimed and unpaid amounts of fixed deposits aggregating to Rs.1,10,438/- to Investor Education and Protection Fund. During the financial year 2021-22, there was no unclaimed dividend which was required to be transferred to Investor Education and Protection Fund.

INFORMATION TECHNOLOGY

An organization succeeds when it evolves in tandem with new technology. Your Company 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, the Company is looking forward to being an early Industry 4.0 adapter soon.

Keeping this vision in mind the Company has launched a plethora of digital initiatives to change the way Company conducts its 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 the Company.

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.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the provisions of the Companies Act, 2013 (âthe Actâ), 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 AND ASSOCIATE COMPANIES

As on 31^st March, 2022, your Company had 6 direct subsidiaries, namely:

i. Jindal Stainless FZE, Dubai;

ii. PT Jindal Stainless Indonesia;

iii. JSL Group Holdings Pte. Ltd., Singapore;

iv. Iberjindal S.L., Spain and

v. Jindal Stainless Park Limited

vi. JSL Ferrous Limited*

* Ceased to be subsidiary w.e.f. 06^th May, 2022.

Your Company also has three associate companies namely, Jindal United Steel Limited, Jindal Coke Limited and Jindal Stainless Corporate Management Services Private Limited. Further, your Company is an associate company of Jindal Stainless (Hisar) Limited. 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: https://www.jslstainless.com/financials/#financials

https://www.jslstainless.com/wp-content/uploads/2020/09/Policy-on-Material-

Subsidiaries.pdf

The Company doesnât have any Material Subsidiary company as on 31^st March, 2022. DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board of Directors in their meeting held on 29^th March, 2022, upon the recommendation of the Nomination and Remuneration Committee approved to re-appoint Mr. Ratan Jindal (DIN: 00054026), as the Chairman and Managing Director for a term of five years w.e.f. 1^stApril, 2022. The proposal for re-appointment of Mr. Ratan Jindal as Chairman and Managing Director was placed before the shareholders through ordinary resolution by way of postal ballot notice dated 26^th May, 2022. The shareholders of the Company approved the reappointment of Mr. Ratan Jindal, Chairman and Managing Director, with an overwhelming majority.

The members of the company at AGM held on 16^th September,2021 had re-appointed Mr. Abhyuday Jindal as Managing Director (DIN: 07290474) and Mr. Tarun Khulbe as Whole Time Director (DIN: 07302532) for a period ofthree years w.e.f 25^th April, 2021 and 15^th May, 2021 respectively.

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

Based on the recommendations of the Nomination and Remuneration Committee, the Board at its meeting held on 25^th July, 2022 had approved to re-appoint Mr. Jayaram Easwaran for a second term of three years w.e.f. 5^th August 2022, subject to the approval of the shareholders of the Company by way of special resolution. In the opinion of the Board, Mr. Jayaram Easwaran has 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.

The Company is in the process of seeking the approval of the shareholders for re-appointment of Mr. Jayaram Easwaran by way of postal ballot process.

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.

DECLARATION BY INDEPENDENT DIRECTORS

https://www.jslstainless.com/wp-content/uploads/2020/09/Policy-on-Familiarisation-

Programme.pdf

BOARD EVALUATION

feedback was obtained and recorded.

COMPOSITE SCHEME OF ARRANGEMENT

With an objective to create a mega stainless steel entity that will be among the top 10 stainless steel companies in the World and the largest stainless steel company in India, the Board of Directors of your Company at their 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 66, 230 to 232 and other relevant provisions of Companies Act, 2013, amongst the Company, Jindal Stainless (Hisar) Limited (âJSHLâ), 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^thMarch, 2021.

The NCLT vide its order dated 25^th February, 2022, as rectified by order dated 03^rd March, 2022, inter-alia directed to convene the meeting of equity shareholders, secured creditors and unsecured creditors of the Company on 23^rd April, 2022. As per regulatory requirement, the Companies convened meetings of their shareholders and creditors for approving the Scheme of Arrangement between the Companies. Post receipt of approval of the shareholders and creditors with an overwhelming majority, the second motion petition was filed with Honâble NCLT on 06^th May, 2022. Honâble NCLT while hearing the second motion application directed to issue notice(s) to the sectoral regulator(s). The Company expects the merger to be completed within FY23.

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 7^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 26^th May, 2022, sought approval of the shareholders for entering into material related party contracts / arrangements / transactions for financial year 2022-23; enhancement of the limits of material related party contracts / arrangements / transactions entered into during the financial year 2021 -22; and re-appointment of Mr. Ratan Jindal (DIN: 00054026) as Chairman and Managing Director of the Company for a period of five years w.e.f. 1^st April, 2022. The aforesaid matter was duly approved by the shareholders of the company and the result of postal ballot was declared on 28^th June, 2022.

FIXED DEPOSITS

Your Company had stopped accepting / renewing deposits from 1^st April, 2014. In compliance of the CLB Order, your Company has repaid the entire outstanding deposits on 30^th June, 2016. As on 31^st March, 2022, your Company had total outstanding unclaimed matured deposits of Rs. 17,40,818/-.

The details relating to deposits, covered under Chapter V of the Act are provided hereunder:

1. Accepted during the year: Nil

2. Remained unpaid or unclaimed as at the end ofthe year due to pending clearance of cheques including interest: Rs. 17,40,818 (unclaimed matured).

1. at the beginning of the year: Not Applicable

2. maximum during the year: Not Applicable

3. at the end of the year: Not Applicable

4. The details of deposits, not in compliance with the requirements of Chapter V of the Act: Nil

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

PARTICULARS OF EMPLOYEES

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 till the date of AGM 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 AUDITORS'' REPORT

M/s Walker Chandiok & Co. LLP, Chartered Accountants, Statutory Auditors of the Company (âWalker Chandiokâ), were appointed by the members at the 37^th AGM of the Company held on 26^th September, 2017, for a period of five consecutive years until the conclusion of the 42^ndAGM of the Company. The first term of the statutory auditors will expire at the ensuing AGM

of the Company. Accordingly, based on the recommendations of the Audit Committee, the Board of Directors has recommended the re-appointment of Walker Chandiok, as Statutory Auditors of the Company, for a second term of five consecutive years, to hold office from the conclusion of 42^nd AGM till the conclusion of 47^th AGM of the Company.

As the members of the Company are aware that the Scheme of Arrangement inter-alia providing merger of Jindal Stainless (Hisar) Limited (âJSHLâ) into the Company has received the approval of shareholders and creditors of respective companies and second motion petition application has been filed with the Honâble National Company Law Tribunal, Chandigarh Bench. M/s Lodha & Co., Chartered Accountants (âLodha & Co. â) are one of the joint statutory auditors of JSHL. In order to ensure that the transition of audit from two entities to one merged entity is seamless and considering size of the merged entity, the Board of Directors at their meeting held on 25^th July, 2022 accepted the recommendation of the Audit Committee to appoint Lodha & Co., who are presently statutory auditors of JSHL, as the Joint Statutory Auditors of the Company, for a term of five years upto the conclusion of 47^th AGM of the Company.

Walker Chandiok and Lodha & Co. have consented to their re-appointment/appointment as the Statutory Auditors of the Company and have confirmed that their appointment, if approved by the shareholders, would be within the limits prescribed under the Act and they are not disqualified to act as Statutory Auditors of the Company. Accordingly, requisite resolution for re-appointment/appointment of Joint Statutory Auditors of your Company is placed for your approval.

COST AUDITORS

Pursuant to Section 148 (1) of the Act, the company is required to maintain cost record as specified by the central Government and accordingly such accounts and records are made and maintained. 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 & Company, Practicing Company Secretaries, to conduct Secretarial Audit for the financial year 2021-22. In terms of Regulation 24A of the SEBI LODR, the Secretarial Audit Report for the financial year ended 31^st March, 2022 is annexed herewith as Annexure - III to this Report. The Secretarial Audit Report does not

contain any qualification, reservation or adverse remark. In line with the Circular dated

The 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 & Company, Practicing Company Secretaries and filed with the Stock Exchanges on 30^th May, 2022. The same is available on the website of the Company at www.jslstainless.com.

The Board of Directors at their meeting held on 02^nd May, 2022 had re-appointed M/s Vinod Kothari & Company, Practicing Company Secretaries, as Secretarial Auditor, for conducting Secretarial Audit of the Company for the financial year 2022-23.

RISK MANAGEMENT

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

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.

Since the profits of the Company calculated in terms of the provisions of Section 198 of the Act, were inadequate therefore the Company was not required to incur expenditure on CSR activities till financial year 2021-22. However, being guided by the vision and philosophy of its Founder Late Shri O. P. Jindal, the Company has planned interventions in various fields including education & vocational training, integrated health care, livelihood & women

empowerment, rural infrastructure development, environment sustainability, sports and the like, on voluntary basis.

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	Designation	Category
1	Mr. Ratan Jindal	Chairman	Executive, Non Independent Director
2	Ms. Bhaswati Mukherjee	Member	Non-Executive, Independent Director
3	Mr. Tarun Kumar Khulbe	Member	Executive, Non Independent Director

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 (âBRRâ) of the Company as per the requirements of Regulation 34(2)(f) of the SEBI LODR describing the initiatives taken by the Company from an environmental, social and governance perspective, along with all the related policies can be viewed on the Company''s website at: https://www.jslstainless.com/annual-reports#annual-reports

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 ("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 which is

responsible for redressal of complaints related to sexual harassment and follows the guidelines provided in the policy.

Further, in terms of the provisions of the SEBI LODR, the details in relation to the POSH Act, for the financial year ended on 31st March, 2022 are as under:

a) Number of complaints pertaining to sexual harassment filed during the financial year: NIL

b) Number of complaints pertaining to sexual harassment disposed off during the financial year: NIL

c) Number of complaints pertaining to sexual harassment pending as at the end of the financial year: NIL

STOCK EXCHANGES WHERE THE SECURITIES ARE LISTED

National Stock Exchange of India Ltd., BSE Ltd. (âBSEâ)

(âNSEâ) Phiroze Jeejeebhoy Towers,

Exchange Plaza, 5th Floor, Plot No. C/1, Dalal Street,

G-Block, Bandra-Kurla Complex, Mumbai - 400 001

Bandra (E), Mumbai - 400 051

The Company pays annual listing fees 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.

The Non-Convertible debentures of the company are listed on BSE.

ANNUAL RETURN

In terms of Sections 92(3) and 134(3)(a) of the Act, annual return is available on the Companyâs website and can be viewed at the below mentioned link:

https://www.jslstainless.com/corporate-governance#corporate-governance

NUMBER OF BOARD MEETINGS

The Board of Directors met 5 (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.

WHISTLE BLOWER POLICY / VIGIL MECHANISM

Pursuant to the provisions of Section 177(9) of the Act, read with 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 and to ensure that whistleblower is protected.

The Whistle Blower Policy is posted on the website of your Company and can be accessed at the link: https://www.jslstainless.com/wp-content/uploads/2021/06/Whistle-Blower-

Policy.pdf

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

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 Act and Rules made thereunder read with Regulation 23 of the SEBI LODR, your Company had obtained approval of the Audit Committee under omnibus approval route and / or under specific agenda items for entering into such transactions.

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 parties transactions and dealing with related parties as approved by the Board may be accessed on your Company''s website at the link:

https://www.jslstainless.com/wp-content/uploads/2021/01/Policy-on-dealing-with-Related-Party- Transactions-1.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 28^th June, 2022.

The details pertaining to transaction(s) with person(s) or entity(ies) belonging to the promoter/promoter group which holds 10% or or more shareholding in the Company are mentioned in the Standalone Financial Statements.

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 31^st March, 2022.

POLICY ON DIRECTORSâ APPOINTMENT AND REMUNERATION AND OTHER DETAILS

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.jslstainless.com/wp-content/uploads/2020/09/JSL-Remuneration-Policy.pdf

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

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 2021-22 there was no such significant and material order passed by the regulators / courts / tribunals impacting the going concern status and Company''s operations in future.

SECRETARIAL STANDARDS

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(5) of the Act 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 31^st March, 2022 and of the profit of the Company for the year ended on that date;

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

OTHER DISCLOSURES

Your 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.

c) No application has been admitted against the Company under the Insolvency and Bankruptcy Code, 2016.

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

For and on behalf of the Board of DirectorsPlace: GurugramDate: 25^th July, 2022 Abhyuday Jindal Tarun Kumar KhulbeManaging Director Wholetime Director DIN: 07290474 DIN: 07302532

Mar 31, 2018

THE MEMBERS,

The Directors have pleasure in presenting the 38th 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:

Sl.	Particulars	For the financial year ended		For the financial year ended
No.		(Standalone)		(Consolidated)
		31.03.2018	31.03.2017	31.03.2018	31.03.2017
I	Revenue from operations	10,963.67	8,957.40	11816.86	9924.78
II	Other income	45.41	25.55	45.08	25.69
III	Total income	11,009.08	8,982.95	11861.94	9950.47
IV	Total expenses	10,527.21	8,920.37	11362.61	9872.28
V	EBITDA	1,280.93	1,106.70	1,340.34	1165.59
VI	Profit before exceptional items, share of net profit of investments accounted for using equity method and tax	481.87	62.58	499.33	78.19
VII	Share of net profit of investments accounted for using equity method	-	-	15.77	11.48
VIII	Profit before exceptional items and tax	481.87	62.58	515.10	89.67
IX	Exceptional items	1.37	26.13	4.44	25.84
X	Profit after exceptional items but before tax	483.24	88.71	519.54	115.51
XI	Tax expense	164.97	30.37	174.04	32.47
XII	Profit for the year	318.27	58.34	345.50	83.04
XIII	Total other comprehensive income	(0.57)	(0.26)	15.58	(31.63)
XIV	Total comprehensive income for the year (comprising profit and other comprehensive income for the year)	317.70	58.08	361.08	51.41

FINANCIAL HIGHLIGHTS

During the year, the revenue from operations of your Company on standalone basis has increased to Rs. 10,963.67 Crore as compared to Rs. 8,957.40 Crore during previous financial year 2016-17. The Profit before other income, Finance Cost, Depreciation, Exceptional Items, Tax & Amortisation (EBITDA) on standalone basis stood at Rs. 1,280.93 Crore as compared to Rs. 1,106.70 Crore during previous year. The Net profit on standalone basis stood at Rs. 318.27 Crore as compared to a net profit of Rs. 58.34 Crore during previous year.

Further, during the year, the consolidated revenue from operations of your Company has increased to Rs. 11,816.86 Crore as compared to Rs. 9,924.78 Crore during previous financial year 2016-17. Consolidated Profit before other income, Finance Cost, Depreciation, Exceptional Items, Tax & Amortization (EBITDA) stood at Rs. 1,340.34 Crore as compared to Rs. 1,165.59 Crore during previous year. The Net profit on consolidated basis stood at Rs. 345.50 Crore as compared to a net profit of Rs. 83.04 Crore during previous year.

Your Company has delivered a strong financial result for the second consecutive year. Your Company has reported a robust growth in PAT at Rs. 318.27 Crore in financial year 2017-18 as against Rs. 58.34 Crore during previous financial year, registering almost six times increase. EBIDTA is up by ~ 16% at Rs. 1,280.93 Crore in FY18. The robust performance in financial year 2017-18 reinforces that your Company has set itself on a strong and sustainable growth journey.

OPERATIONS

Your Company has been able to improve its performance significantly during the year 2017-18. Steel Melting Shop produced 7,97,156 MT as compared to 7,22,995 MT in the previous year. HAPL in CRM produced 6,44,393 MT against 5,92,113 MT in previous year and CAPL in CRM produced 3,88,038 MT against 3,44,725 MT produced in previous year.

The production at Ferro Alloys during the year was 1,99,950 MT against 2,05,510 MT during previous year. The Captive Power Plants (2 X 125 MW) generated 1,833 million units (net) of power as compared to 1,785 million units (net) in the previous year.

CERTIFICATIONS AND QUALITY STANDARDS

Your Company is certified for various product and management system certifications comprising of Quality Management System (ISO 9001), Environment Management System (ISO 14001) and Occupational Health & Safety Management System (BS OHSAS 18001). The certifications have successfully been upgraded to the latest versions and the unit is in receipt of the certificates as per ISO 9001:2015, ISO 14001:2015. The Company has undertaken initiative for obtaining Energy Management System certification (ISO 50001:2011) and has met the pre requisites for certification.

Various testing laboratories of the Company have adopted laboratory management system (ISO 17025:2005). The chemicals laboratories comprising of Materials, Steel Melt Shop & Coal Testing are already accredited to National Accreditation Board of Testing and Calibration Laboratory (NABL) as per ISO 17025:2005. Recently the Companyâs Mechanical and Metallurgical testing laboratory has got NABL accreditation adding another milestone in the journey of operational excellence. Scope of Construction Product Regulation (CE Marking) certification is expanded (applied and under process) to include grade EN 1.4462 of Duplex Stainless Steel. This will enhance Companyâs preference as certified manufacturer of stainless steel for construction field in the European market with 11 grades covered under the CE marking scope. AD/ PED certification is valid until Feb 2019 & PEMEX certification valid till sept 2018. Your Companyâs Jajpur Unit has successfully received DNV GL Approval for Marine Application and also received Approval from Bureau Veritas as per Marine & Offshore General Conditions.

Your Company has REACH/RoHS certification for 200, 300 & 400 series stainless steel grades. This includes compliance to the 7 new additions of Substances of Very High Concern (SVHC) in the REACH regulation 1907/2006.

Your Company has received ISI mark/ BIS certification for Stainless Steel grades as per IS 6911: 1992 (Stainless steel plate, sheet and strips). This has enabled us to be first stainless steel manufacturer to receive BIS license for stainless steel as per IS 6911: 1992. Other BIS license includes certifications as per IS 5522: 2014 (Stainless Steel Sheets and Strips for Utensils) and IS 15997:2012 (Low Nickel Austenitic Stainless Steel and Strip for Utensils and Kitchen Appliances).

Your Company is in receipt of JIS Mark Certification as per JIS (Japanese Industrial Standard) JIS G 4304, JIS G 4305 and JIS G 4312 requirements for stainless steel products. With JIS certification, your Company is able to sell stainless steel products in Japan and East Asian countries.

REVISION IN CREDIT RATING

In June, 2018, your Company received a rating upgrade from CARE, from BB to âBBB-â, reflecting Companyâs improved profitability, strengthening balance sheet, and sustained operational progress.

EXIT FROM CORPORATE DEBT RESTRUCTURING MECHANISM

The Company has become eligible for exit from Corporate Debt Restructuring Scheme (CDR), basis the superior financial performance for the last two financial years. The consortium of lenders has already recommended for the CDR exit for the Company and the matter is pending for voting in CDR forum.

DIVIDEND & TRANSFER TO RESERVES

In terms of the Dividend Distribution Policy of the Company and 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 31st March, 2018. Therefore, no amount is also proposed to be transferred to the reserves of your Company. The Dividend Distribution Policy is available on Companyâs website at the following link: http://www.jslstainless.com/pdf/JSL-Dividend-Distribution-Policy 482018 R.pdf.

SHARE CAPITAL

As on 31st March, 2018, the paid up share capital of your Company was Rs. 124,41,04,594 divided into 47,92,21,660 equity shares of Rs. 2 each and 14,28,30,637 Optionally Convertible Redeemable Preference Shares having face value of Rs. 2 each (âOCRPSâ).

During the financial year 2017-18, your Company has on 26th May, 2017, allotted: (a) 6,05,70,320 equity shares to the lenders of your Company upon conversion of the Funded Interest Term Loan I and the Funded Interest Term Loan II at a price of Rs. 39.10 (including premium of Rs. 37.10) per share, aggregating to Rs. 236,82,99,512; and (b) 14,28,30,637 0.01% OCRPS to the lenders of your Company upon conversion of the Funded Interest Term Loan I and the Funded Interest Term Loan II at a price of Rs. 39.10 (including premium of Rs. 37.10) per OCRPS, aggregating to Rs. 558,46,77,906.70.

Further, your Company has on the 28th March, 2018 allotted 1,91,81,586 Equity Shares having the face value of Rs. 2 each to Virtuous Tradecorp Private Limited, a promoter group entity, upon conversion of 1,91,81,586 Compulsorily Convertible Warrants (âCCWâ) held by it.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

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

BUSINESS RESPONSIBILITY REPORT

The Business Responsibility Report (âBRRâ) of the Company as per the requirements of Regulation 34(f) of the SEBI LODR describing the initiatives taken by the Company from an environmental, social and governance perspective, along with all the related policies can be viewed on the Companyâs website at www.jslstainless.com.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

Your Company has transferred unclaimed and unpaid amounts aggregating to Rs. 3,73,136 to Investor Education and Protection Fund. During the financial year 2017-18, there was no unclaimed dividend which was required to be transferred to Investor Education and Protection Fund of Government of India.

EMPLOYEES STOCK OPTION SCHEME

During the year under review, no stock options were vested in eligible employees. The disclosure, under Regulation 14 of the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 is set out in Annexure - I to this Report.

INFORMATION TECHNOLOGY

Your Company is on growth-path with digital transformation journey to support the operational efficiency using predictive analytics quality and maintenance. This journey will cover certain milestones which will help the organization to turn around its manufacturing capability. This journey aims to bring end to end operations visibility. This includes batch traceability, scrap yard, raw material yard, and slab yard and coil yard management for traceability, advance alerts, critical parameter monitoring, statistical process controls, scheduling, end-to-end quality integration and analytics.

As an early-adaptor of technology, your Company has achieved remarkable exposure to technology solution using SAP platform as core ERP solution through migration from SAP ECC6 with Oracle database to SAP ECC6 EHP8 with HANA Database. Also in this journey, Cloud 4 Customer (C4C) portal has been deployed to improve efficiency of sales team. In this project, Key Account Managers are equipped with all the relevant data related to each customer during their visit. It also helps to plan their visit to optimize their time. Your Company is now focusing on the integration of different HR applications to serve user seamless working on single platform by implementing cloud based solution Success Factor.

SAP has been successfully implemented at Companyâs subsidiary in Indonesia. Your Company has already embarked on the Disaster Recovery Setup process to secure the transactional data of SAP at different data centre locations.

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

Your Company follows its global ambition to build a premium brand name for its quality Stainless Steel solutions and expertise with the ambition and with a view of expansion and diversification, it has created subsidiaries, associates and joint ventures. As on the date of this Report, your Company has 5 direct subsidiaries, namely (i) Jindal Stainless UK Limited; (ii) Jindal Stainless FZE, Dubai; (iii) PT Jindal Stainless Indonesia; (iv) JSL Group Holdings Pte. Ltd., Singapore; and (v) Iberjindal S.L., Spain.

Your Company also has two joint venture companies namely, MJSJ Coal Limited and Jindal Synfuels Limited and three associate companies namely, Jindal United Steel Limited, Jindal Coke Limited and Jindal Stainless Corporate Management Services Pvt. Ltd. Further, your Company is an associate company of Jindal Stainless (Hisar) Limited.

During the financial year ended 31st March, 2018, no subsidiary has been liquidated. Jindal Stainless UK Limited is currently under liquidation.

The financial statements of subsidiary companies are kept open for inspection by the shareholders at the Registered Office and Corporate Office of your 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 Secretarial Department of the Company at O.P. Jindal Marg, Hisar - 125005 (Haryana) to obtain the copy of the financial statements 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.jslstainless.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 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. The Policy for determining material subsidiaries as approved may be accessed on your Companyâs website at the link: http://www.jslstainless.com/pdf/Policy%20on%20Material%20Subsidiaries.pdf

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board appointed Mr. Abhyuday Jindal as the Managing Director and Key Managerial Personnel of the Company w.e.f. 25th April, 2018. Prior to his appointment as the Managing Director, Mr. Abhyuday Jindal was Non-Executive Vice-Chairman of your Company. Mr. Ratan Jindal continues to be the Chairman and Managing Director of the Company.

Further, the Board has inducted Mr. Tarun Kumar Khulbe 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. Dr. Rajeev Uberoi has been appointed as an Additional Independent Director w.e.f. 9th February, 2018. The requisite resolutions for appointment of Mr. Abhyuday Jindal as Managing Director, Mr. Tarun Kumar Khulbe as a Director and Whole Time Director and Dr. Rajeev Uberoi as an Independent Director, will be placed before the Members for their approval, at the ensuing Annual General Meeting (âAGMâ).

Mr. Subrata Bhattacharya has ceased to be Whole Time Director w.e.f. 15th May, 2018 and Mr. Sunil Yadav has ceased to be the Company Secretary and Compliance Officer of your Company w.e.f. 25th April, 2018. Ms. Ishani Chattopadhyay and Mr. Kanwaljit Singh Thind have ceased to be the Directors w.e.f. 9th May, 2017 and 26th September, 2017 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 Mr. Navneet Raghuvanshi as the Company Secretary and Compliance Officer of your Company w.e.f. 25th April, 2018. The Board has also designated him as the Key Managerial Personnel (KMP) of your Company.

Mr. Ratan Jindal, who retires by rotation at the ensuing AGM under the provisions of the Companies Act, 2013 and being eligible, offers himself for re-appointment.

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 and Regulation 16 of SEBI LODR.

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.

POLICY ON DIRECTORSâ APPOINTMENT AND REMUNERATION

Pursuant to the provisions of Section 178 of the Companies Act, 2013 and the SEBI LODR, the Board of Directors on the recommendation 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 Companyâs website at the link:

http://www.jslstainless.com/pdf/JSL%20Remuneration%20Policy.pdf

FIXED DEPOSITS

Your Company had stopped accepting / renewing deposits from 1 st April, 2014. In compliance of the CLB Order, your Company has repaid the entire outstanding deposits on 30th June, 2016. As on 31st March, 2018, your Company had total outstanding unclaimed deposits of Rs. 35,98,272.

The details relating to deposits, covered under Chapter V of the Companies Act, 2013 (âthe Actâ)are provided hereunder:

(a) Accepted during the year: Nil

(b) Remained unpaid or unclaimed as at the end of the year due to pending clearance of cheques including interest: Rs. 35,98,272 (unclaimed)

(c) Whether there has been any default in repayment of deposits or payment of interest thereon during the year and if so, number of such cases and the total amount involved: - no default has been made and hence these details are not applicable.

(i) at the beginning of the year: Not Applicable

(ii) maximum during the year: Not Applicable

(iii) at the end of the year: Not Applicable

(d) The details of deposits, not in compliance with the requirements of Chapter V of the Act: Nil

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

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 are provided in the Directorsâ Report, which forms part of this Annual Report.

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 Rules are provided in the Directorsâ Report, which 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 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

Walker Chandiok & Co. LLP, Chartered Accountants, Statutory Auditors of the Company, were appointed by the Shareholders at the 37th Annual General Meeting of the Company held on 26th September, 2017, for a period of five consecutive years until the conclusion of the 42nd 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 Statutory 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 (âActâ) 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 FY 2018-19. The Company maintains cost records as specified under Section 148 of the Act and gets them audited. The Cost Audit Report for the FY 2017-18 does not contain any qualification, reservation or adverse remark.

The remuneration payable to the Cost Auditors for the Financial Year 2018-19 shall be placed for ratification by members in terms of Section 148 of the Act read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014.

SECRETARIAL AUDITORS

The Board has appointed M/s. Vinod Kothari & Company, Practicing Company Secretaries, to conduct Secretarial Audit for the Financial Year 2018-19. The Secretarial Audit Report for the Financial Year ended March 31, 2018 is annexed herewith as Annexure - III to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

RISK MANAGEMENT

In terms of Regulation 21 of the SEBI LODR, as amended, the Company has 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 procedures. These procedures are periodically reviewed to ensure that executive management controls risk through means of properly defined framework.

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

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

Sl. No.	Name*	Status	Category
1	Mr. Suman Jyoti Khaitan	Chairman	Independent Director
2	Mr. T. S. Bhattacharya	Member	Independent Director
3	Mr. Gautam Kanjilal	Member	Nominee Director, Non-Independent
4	Dr. Rajeev Uberoi1	Member	Independent Director

1 Dr. Rajeev Uberoi has been inducted as a Member of the Audit Committee w. e. f. 25th April, 2018.

* Mr. Kanwaljit Singh Thind was inducted as a Member of the Audit Committee w.e.f. 11th May, 2017 and he ceased to be a Director and consequently a Member of the Committee w.e.f. 26th September, 2017. Ms. Ishani Chattopadhyay ceased to be a Director and consequently a Member of the Committee w.e.f. 9th May, 2017.

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

Though the Company is not mandated under Section 135 of the Companies Act, 2013 to incur expenditure on CSR, but being guided by the vision and philosophy of its Founder Late Shri. O. P. Jindal, 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. The Disclosure as per Rule 9 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed to this Report at Annexure - IV.

The CSR Policy can be accessed on your Companyâs website at the link: http://www.jslstainless.com/pdf/JSL%20CSR%20Policy.pdf.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

The Corporate Social Responsibility Committee comprises of the following three Directors out of which one is Independent Director:

Sl. No.	Name	Status	Category
1	Mr. Ratan Jindal	Chairman	Executive, Non Independent
2	Mr. T. S. Bhattacharya	Member	Non-Executive, Independent
3	Mr. Tarun Kumar Khulbe1	Member	Executive, Non Independent

1 Mr. Tarun Kumar Khulbe has been inducted as a Member w.e.f. 15th May, 2018. Mr. Subrata Bhattacharya ceased to be a Director and consequently a Member of the Committee w.e.f. 15th May, 2018.

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 Ltd., (âNSEâ) BSE Ltd.

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

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 your 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 -V.

NUMBER OF BOARD MEETINGS

The Board of Directors met 6 (six) 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 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 Companyâs code of conduct or ethics policy. The Whistle Blower Policy is posted on the website of your Company and can be accessed at the link: http://jslstainless.com/pdf/WB%20Policy.pdf

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS BY THE COMPANY UNDER SECTION 186 OF THE COMPANIES ACT, 2013 (âTHE ACTâ)

The particulars of loans, guarantees and investments by your Company under Section 186 of the Act are stated in Notes to Accounts, 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 armsâ 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 before entering into such transactions.

Particulars of contracts or arrangements entered into by your 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 - VI to this Report.

http://www.jslstainless.com/pdf/Policy%20on%20dealing%20with%20Related%20Party%20Transactions.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 requisite resolutions in order to comply with the aforesaid requirements of Regulation 23 of SEBI LODR.

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 has achieved total revenue from operations of Rs. 3,146.75 Crore with EBITDA of Rs. 374.93 Crore. Your Company earned net profit of Rs. 90.85 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 2017-18 there was 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.

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 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, 2018 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

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: 17th July, 2018 Chairman and Managing Director

DIN:00054026

Mar 31, 2017

THE MEMBERS,

The Directors have pleasure in presenting the 37th 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 Crores)

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	8,957.40	7,028.24	9,924.78	7,643.86
Other Income	25.55	25.89	25.69	26.15
Total Income	8,982.95	7,054.13	9,950.47	7,670.01
Expenses:
Cost of materials consumed	4,953.76	3,888.43	5,792.62	4,324.10
Purchase of trading goods	146.72	357.40	146.72	357.40
Changes in Inventories of finished goods, stock in trade and work in progress and trading goods	(123.93)	(124.36)	(205.50)	(153.92)
Employee benefits expense	102.46	91.02	154.05	134.34
Excise Duty	646.12	500.25	646.12	500.25
Finance costs	761.69	1,006.23	787.88	1,029.97
Depreciation and amortization expenses	307.98	298.46	325.21	316.16
Stores and Spares consumed	429.42	363.73	458.33	404.40
Power & Fuel	529.71	508.56	565.02	541.94
Other expenditure	1,166.44	922.27	1,201.83	962.62
Total Expenses	8,920.37	7,811.99	9,872.28	8,417.26
Profit/(Loss) before exceptional Items and tax	62.58	(757.86)	78.19	(747.25)
Share of Profit/(Loss) of an Associate	-	-	11.48	0.03
Share of Profit/(Loss) of Minority	-	-	(1.47)	(0.71)
Exceptional items - Gain /(Loss)	26.13	(34.35)	25.84	(40.37)
Profit /(Loss) after exceptional items but before tax	88.71	(792.21)	114.04	(788.30)
Tax expense	30.37	(233.09)	32.47	(231.51)
Profit/(Loss) for the year	58.34	(559.12)	81.57	(556.79)
Other Comprehensive Income:
(A) Items that will not be reclassified to profit / (loss)
(i) Re-measurement gains / (losses) on defined benefit plans	(0.40)	(0.89)	(0.70)	(0.89)
(ii) Income tax effect on above	0.14	0.31	0.21	0.31
(B) Items that will be reclassified to profit or loss
(i) Exchange differences in translating the financial statements of foreign operation	-	-	(31.14)	7.47
(ii) Non-controlling interest in Associates (Rs, 26,000)	-	-	0.00	-
Total Comprehensive Income for the year (comprising Profit / (Loss) and other Comprehensive Income for the year)	58.08	(559.70)	49.94	(549.90)

FINANCIAL HIGHLIGHTS

Your 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.

A Composite Scheme of Arrangement (the ''Scheme'') amongst the Company, Jindal Stainless (Hisar) Limited, Jindal United Steel Limited, Jindal Coke Limited and their respective shareholders and creditors under the provision of Sec 391-394 of the Companies Act, 1956 and other applicable provisions of Companies Act, 1956 and I or Companies Act, 2013 was sanctioned by the Hon''ble High Court of Punjab & Haryana, Chandigarh (High Court) pursuant to its Order dated 21st September 2015 (as modified on 12th October, 2015). The certified copy of the said order was filed with the office of the Registrar of Companies on 1st November, 2015. Consequent thereupon, Sections I and II of the Scheme became operative with effect from the Appointed Date 1 i.e. close of business hours before midnight of 31st March, 2014. Further, the Company received approval from the Orissa Industrial and Infrastructure Development Corporation Limited (OIIDCO) on 24th September, 2016 with respect to transfer I right to use the land on which Hot Strip Mill (HSM) and Coke Oven Plant is located from the Company to Jindal United Steel Limited and Jindal Coke Limited respectively and consequent thereupon, Sections III and IV of the Scheme became operative with effect from the Appointed Date 2 i.e. close of business hours before midnight of 31st March, 2015. The impact of the implementation of the Scheme has been reflected in the financial results for the years ended on 31st March, 2016 and on 31st March, 2017.

During the year, the Revenue from operations of your Company on standalone basis has increased by 27.45% at Rs, 8,957.40 Crore as compared to Rs, 7,028.24 Crore during previous financial year 2015-16. The Profit before other income, Finance Cost, Depreciation, Exceptional Items, Tax & Amortisation (EBIDTA) on standalone basis stood at Rs, 1,106.70 Crore as compared to Rs, 520.94 Crore during previous year. The Net profit on standalone basis stood at Rs, 58.34 Crore as compared to a net loss of Rs, 559.12 Crore during previous year.

Further, during the year, the consolidated Revenue from operations, of your Company has increased by 29.84% at Rs, 9,924.78 Crore as compared to Rs, 7,643.86 Crore during previous financial year 2015-16. Consolidated Profit before other income, Finance Cost, Depreciation, Exceptional Items, Tax & Amortization (EBIDTA) stood at Rs, 1,165.59 Crore as compared to Rs, 572.73 Crore during previous year. The Net profit on consolidated basis stood at Rs, 81.57 Crore as compared to a net loss of Rs, 556.79 Crore during previous year.

During the year under review, the operations of your Company improved significantly and the EBIDTA of the Company on standalone basis increased by 102% over the last financial year. However, the high interest burden continued to put pressure on the profitability of the Company.

OUTLOOK

The world economy is gaining momentum after a dull outturn in 2016. Economic growth is expected to increase to 3.5% in 2017 from 3.1% in 2016, as per International Monetary Fund (IMF). Improved economic activity is likely to push the growth further. Economic performance across most regions is recovering but US policy uncertainty poses a concern.

Growth in emerging markets including India remains subdued. IMF projects slowdown in Indian economy on account of demonetization with GDP growth rate estimates revised to 7.2 % 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 to 45.8 MT in 2016, 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 as per Indian Stainless Steel Development Association (ISSDA). Major demand is expected from the 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 above 7% in 2017-18.

OPERATIONS

Your Company has been able to improve its performance significantly during the year 2016-17 despite the adverse global position of Stainless Steel industry. Steel Melting Shop produced 7,22,995 MT as compared to 6,03,852 MT in the last year, having rolled both stainless steel material (7,04,680 MT) and mild steel material (3,41,798 MT), Plate Finishing Shop produced 46,966 MT against 33,082 MT in last year, HAPL in CRM produced 5,92,113 MT against 5,34,138 MT in last year and CAPLin CRM produced 3,44,725 MT against 3,11,923 MT produced in last year.

The production at Ferro Alloys during the year was 2,05,510 MT against 1,54,309 MT during last year.

The captive Power Plants (2X125MW) generated 1,784.92 million units (net) of power as compared to 1,620.26 million units (net) in the last year. Your Company is certified for various product and system certifications including integrated management system comprising of ISO 9001:2008 Quality Management System (ISO 9001:2008), Environment Management System (ISO 14001:2004) and Health and Safety Management System as per BS OHSAS 18001:2007. And further up-gradation of ISO 9001 & 14001 for 2015 version is under process.

Your Company is now in receipt of REACH/RoHS certification for 200, 300 & 400 series stainless steel grades. This includes compliance to the 7 new additions of substances of very high concern (SVHC) in the REACH regulation 1907/2006. Scope of Construction Product Directive (CE Marking) certification is expanded to include grades - EN 1.4003, 1.4016,1.4512 and 1.4372. This has enabled your Company to be the preferred and certified manufacturers of stainless for construction field in European market with 10 grades covered under CE marking scope. Validity of AD I PED certification has been extended to Feb 2019 along with the grade additions of EN 1.4003. Your Company''s Jajpur unit has also successfully completed DNV audit against DNV guidelines for Manufacturer Product Quality Assessment (Level 4) and Marine approvals.

Asset Monetization and Business Reorganization Plan (AMP) and Composite Scheme of Arrangement

The Company, after having various rounds of discussions with the CDR Lenders, had finalized a comprehensive plan of Asset Monetization cum Business Reorganization Plan (âAMPâ), which entailed monetization of identified business undertaking(s) of the Company through demerger/slump sale(s) and utilization of the proceeds of the slump sale(s) in reduction of debt of the Company.

As a part of the above said AMP, a Composite Scheme of Arrangement among the Company and its three wholly owned subsidiary companies viz. Jindal Stainless (Hisar) Limited (âJSHLâ), Jindal United Steel Limited (âJUSLâ) and Jindal Coke Limited (âJCLâ) and their respective creditors and shareholders was undertaken 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), Certified true copy of the said Order was filed on 1st November, 2015, with the office of Registrar of Companies, NCT of Delhi and Haryana. Consequently, Section I (pertaining to demerger of Mining Division and Ferro Alloys Division and vesting the same in JSHL) and Section II (pertaining to slump sale of manufacturing facility at Hisar from the Company to JSHL) of the Scheme became operative from the Appointed Date 1 i.e. close of business hours before midnight of 31st March, 2014. The Scheme envisaged demerger of Mining Division including the Chromite Mines located at Sukinda and vesting the same in JSHL, however, the Company did not receive approval from the Ministry of Mines, Government of Odisha for transfer of the said Mines to JSHL, therefore, the Board of Directors of the Company in its meeting held on 23rd November, 2016, in terms of clause 1.10 of Section V of the Scheme, decided not to transfer the Mines to JSHL.

Section III and IV of the Scheme with respect to JUSL and JCL respectively became operative from Appointed Date 2 i.e. close of business hours before midnight of 31st March, 2015, and became effective upon receipt of approval from Orissa Industrial and Infrastructure Development Corporation Limited (OIIDCO), on 24th September, 2016, with respect to the transfer I right to use the land on which Hot Strip Mill and Coke Oven Plant is located, from the Company to JUSL and JCL respectively.

Post implementation of the Scheme, the Company has already received an amount of Rs, 2600 Crore as consideration for slump sale from JSHL, which has been utilized to prepay the debts of the Company and accordingly the debt of the Company as on date has been reduced to that extent. The Company has further received an amount of Rs, 2355 Crore from JUSL and Rs, 490 Crore from JCL towards consideration of slump sale and interest free security deposit for sharing infrastructure facilities in due course and that amount shall also be utilized to prepay the debts of the Company.

On 26th May, 2017, the Company has allotted (I) 605,70,320 equity shares of face value of Rs, 2 each (âEquity Sharesâ) and (ii) 14,28,30,637 -0.01% Optionally Convertible Redeemable Preference Shares of face value of Rs, 2 each ("OCRPS) to the lenders of the Company upon conversion of the Funded Interest Term Loan I and the Funded Interest Term Loan II at a price of Rs, 39.10 (including premium of Rs, 37.10) per Share/OCRPS, aggregating to Rs, 236,82,99,512; and Rs, 558,46,77,906.70 respectively.

In view of above the AMP scheme implementation is substantially complete.

DIVIDEND & TRANSFER TO RESERVES

The Board, considering your Company''s performance and financial position for the year under review, has not recommended any dividend on equity shares of your Company for the financial year ended 31st March, 2017. Accordingly, no amount is proposed to be transferred to the reserves of your Company.

SHARE CAPITAL

As on 31st March, 2016, the paid up share capital of your Company was Rs, 46,23,70,890 (Rupees Forty Six Crore Twenty Three Lacs Seventy Thousand Eight Hundred Ninety) divided into 23,11,85,445 (Twenty Three Crore Eleven Lacs Eighty Five Thousand Four Hundred Forty Five) equity shares ofRs, 2 each.

Your Company has, on 3rd July, 2016, allotted 16,82,84,309 (Sixteen Crore Eighty Two Lakhs Eighty Four Thousand Three Hundred Nine) equity shares of Rs, 2 each at a price of Rs, 21.76 (including premium of Rs, 19.76 per share) per share to Jindal Stainless (Hisar) Limited (âJSHLâ) on preferential basis against Rs, 366,18,66,570 (Rupees Three Hundred Sixty Six Crore Eighteen Lakhs Sixty Six Thousand Five Hundred Seventy only), being the amount due and payable by your Company to JSHL as of the ''Appointed Date 1'' i.e. close of business hours before midnight of March 31, 2014 as specified in the Scheme. These shares have already been listed and permitted for trading on the BSE Ltd. and National Stock Exchange of India Ltd.

Further, your Company has on 26th May, 2017, allotted: (a) 6,05,70,320 (Six Crore Five Lacs Seventy Thousand Three Hundred Twenty) equity shares to the lenders of your Company upon conversion of the Funded Interest Term Loan I and the Funded Interest Term Loan II at a price of Rs, 39.10 (including premium of Rs, 37.10) per share, aggregating to Rs, 236,82,99,512 (Rupees Two Hundred Thirty Six Crore Eighty Two Lacs Ninety Nine Thousand Five Hundred Twelve); and (b) 14,28,30,637 (Fourteen Crore Twenty Eight Lacs Thirty Thousand Six Hundred Thirty Seven) 0.01% Optionally Convertible Redeemable Preference Shares of your Company having face value of Rs, 2 each (âOCRPSâ) to the lenders of your Company upon conversion of the Funded Interest Term Loan I and the Funded Interest Term Loan II at a price ofRs, 39.10 (including premium of Rs, 37.10) per OCRPS, aggregating to Rs, 558,46,77,906.70 (Rupees Five Hundred Fifty Eight Crore Forty Six Lacs Seventy Seven Thousand Nine Hundred Six and Seventy paise).

Consequent upon the said allotments, paid up share capital of your Company has increased from Rs, 46,23,70,890 (Rupees Forty Six Crore Twenty Three Lacs Seventy Thousand Eight Hundred Ninety) to Rs, 120,57,41,422 (Rupees One Hundred Twenty Crore Fifty Seven Lacs Forty One Thousand Four Hundred Twenty Two) divided into 46,00,40,074 (Forty Six Crore Forty Thousand Seventy Four) equity shares of Rs, 2 each and 14,28,30,637 (Fourteen Crore Twenty Eight Lacs Thirty Thousand Six Hundred Thirty Seven) OCRPS of Rs, 2 each.

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

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.jslstainless.com.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

Your Company has transferred unclaimed and unpaid amounts aggregating to Rs, 1,30,304. During the financial year 2016-17, there was no unclaimed dividend which was required to be transferred to Investor Education and Protection Fund of Government of India.

EMPLOYEES STOCK OPTION SCHEME

INFORMATION TECHNOLOGY

Your Company has already embarked on the journey of digitization. The achievements of IT and SAP in 2016-2017 is earmarked for its effort and contribution in making smooth transition of the transactions and processes according to the business restructuring. Powered with the knowledge of SAP system and experience of Company''s business process, the team has studied, designed and mapped the confluence of changed business processes in SAP for carrying out critical restructuring activities within target timeline.

The team has also contributed in enhancing several business functionalities and incorporating multiple controls and checks to achieve valued Business benefits. The integrated IT and SAP support framework is enabling Management team in making timely informed business decisions based on MIS, which is directly derived from real time transactional data. The IT team is also able to provide timely secured, integrated, reliable services throughout the year.

Apart from the sustained support rendered, major concurrent additional IT facilities extended and applications were developed to meet dynamic needs of various business functions.

Going forward, the IT and SAP department plans to explore the new and technologically advanced horizon of SAP architecture and functionalities to meet upcoming business requirements.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the Companies Act, 2013, SEBI LODR and Ind-AS 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

Your Company follows its global ambition to build a premium brand name for its quality Stainless Steel solutions and expertise with the ambition and with a view of expansion and diversification, it has created multiple subsidiaries, associates and joint ventures. As on the date of this Report, your Company has 5 direct subsidiaries, namely (i) Jindal Stainless UK Limited; (ii) Jindal Stainless FZE, Dubai; (iii) PT Jindal Stainless Indonesia; (iv) JSL Group Holdings Pte. Ltd., Singapore; and (v) Iberjindal S.L., Spain.

During the financial year ended 31st March, 2017, Jindal United Steel Limited and Jindal Coke Limited ceased to be subsidiaries of your Company and the following subsidiaries of your Company were closed down: (i) Jindal Stainless Italy S.r.l., (ii) JSL Group Holdings Pte. Ltd., Singapore, (iii) JSL Ventures Pte. Ltd., Singapore, and (iv) Jindal Aceros InoxidablesS. L., Spain.

The Financial Statements of Subsidiary Companies are kept open for inspection by the shareholders at the Registered Office of your 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 Secretarial Department of the Company 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.jslstainless.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 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. The Policy for determining material subsidiaries as approved may be accessed on your Company''s website at the link: http://jslstainless.com/pdf/Policy%20on%20Material%20Subsidiaries.pdf DIRECTORS AND KEY MANAGERIAL PERSONNEL

Post lastAGM held on 30th December, 2016, Ms. Ishani Chattopadhyay has ceased to be Director w.e.f. 9th May, 2017. The Board places on record its sincere appreciation for the valuable contributions made by her during her tenure. The Board has appointed Mr. Kanwaljit Singh Thind, Ms. Bhaswati Mukherjee and Mr. Abhyuday Jindal as Additional Directors w.e.f. 11th May, 2017,15th July, 2017 and 9th August, 2017 respectively. The requisite resolutions for the appointment of Ms. Bhaswati Mukherjee as an Independent Director and for the appointment of Mr. Abhyuday Jindal as a Director and Non-Executive Vice-Chairman, will be placed before the shareholders for their approval.

Further, Mr. Raajesh Kumar Gupta has ceased to be the Company Secretary and Compliance Officer of your Company w.e.f. 31st March, 2017. The Board places on record its sincere appreciation for the valuable contributions made by him during his tenure.

The Board of Directors has appointed Mr. Anurag Mantri as the Chief Financial Officer w.e.f. 7th February, 2017. The Board has also designated him as the Key Managerial Personnel (KMP) of your Company. Mr. Ashish Gupta has relinquished the position of Chief Financial Officer of the Company w.e.f. 7th February, 2017.

Mr. Ratan 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 re-appointment.

Brief resumes of the abovementioned Directors, nature of their 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.

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://jslstainless.com/pdf/DETAILS%200F%20FAMILIARIZATI0N%20%20PR0GRAMMES%20IMPARTED%20T0%20INDEPENDENT%20DIREC

TORS%20JSL.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 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 your Company. The said policies may be accessed on your Company''s website at the link:

http://www.jslstainless.com/pdf/JSL%20Remuneration%20Policy.pdf FIXED DEPOSITS

Your Company had stopped accepting I renewing deposits from 1st April, 2014. In response to a petition filed by your Company, the Company Law Board (âCLBâ) had, vide its Order dated 6th May, 2015, allowed extension of time up to 30th June, 2016, for repayment of the entire outstanding Deposits along with interest due thereon and also directed your Company to make payments to those depositors who approach your Company before 30th June, 2016.

As on 31st March, 2017, your Company had total outstanding unclaimed Deposits of Rs, 55,76,684 (including unclaimed deposits). In compliance of the CLB Order, your Company has repaid the entire outstanding deposits on 30th June, 2016.

The details relating to deposits, covered under Chapter V of the Companies Act, 2013 are provided hereunder:

(a) accepted during the year: Nil

(b) remained unpaid or unclaimed as at the end of the year due to pending clearance of cheques including interest: Rs, 55,76,684

(c) whether there has been any default in repayment of deposits or payment of interest thereon during the year and if so, number of such cases and the total amount involved:-

(i) at the beginning of the year: Not Applicable

(ii) maximum during the year: Not Applicable

(iii) at the end of the year: Not Applicable

The details of deposits, not in compliance with the requirements of Chapter V of the Act: Nil

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

PARTICULARS OF EMPLOYEES

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

STATUTORY AUDITORS AND AUDITORS'' REPORT

As per provisions of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, M/s. Lodha & Co. and M/s. S.S. Kothari Mehta & Co., having held office as Joint Statutory Auditors for a period of more than ten years prior to the commencement of the Companies Act, 2013, were eligible to be appointed as Joint Statutory Auditors for a period of three more years and were accordingly appointed by the members in the 34th Annual General Meeting of your Company held on 22nd September, 2014 for a period of three consecutive years until the conclusion of the 37th Annual General Meeting of your Company. Accordingly, M/s. Lodha & Co. and M/s. S.S. Kothari Mehta & Co., Chartered Accountants will hold office till the conclusion of the ensuing Annual General Meeting of your Company.

After evaluating the Country''s leading Audit Firms, the Board of Directors has identified and recommended the appointment of Walker Chandiok & Co. LLP, Chartered Accountants as Statutory Auditors of your Company for a period of five consecutive years from the conclusion of 37th Annual General Meeting upto the conclusion of the 42nd Annual General Meeting of your Company, subject to ratification by members at every Annual General Meeting. Walker Chandiok & Co. LLP was established in 1935. It is an independent Indian partnership firm that provides audit, tax and advisory services. It has 43 partners and more than 900 staff out of 12 offices across India. It is registered with the Institute of Chartered Accountants of India as well as the PCAOB (US Public Company Accountancy Oversight Board).

Walker Chandiok & Co. LLP, Chartered Accountants have expressed their willingness to be appointed as Statutory Auditors of the Company. They have further confirmed that the said appointment, if made, would be within the prescribed limits as per the provisions of the Companies Act, 2013 and that they are not disqualified for appointment. Accordingly, requisite resolution for appointment of Walker Chandiok & Co. as Statutory Auditors of your Company is placed for your approval.

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 the 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 & Co., 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.

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 & Company, Practicing Company Secretaries, 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 - III to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

CORPORATE SOCIAL RESPONSIBILITY

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, 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 9 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed to this Report at Annexure - IV.

The CSR Policy can be accessed on your Company''s website at the link: http://jslstainless.com/pdf/JSL%20CSR%20Policy.pdf INTERNAL FINANCIAL CONTROLS

SEXUAL HARASSMENT POLICY

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 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 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:

SI. No.	Name	Status	Category
1	Mr. Suman Jyoti Khaitan	Chairman	Independent Director
2	Mr. T. S. Bhattacharya	Member	Independent Director
3	Mr. Kanwaljit Singh Thind *	Member	Independent Director
4	Mr. Gautam Kanjilal	Member	Nominee Director, Non-Independent

* Mr. Kanwaljit Singh Thind was inducted as a Member of the Audit Committee w.e.f. 11th May, 2017. Ms. Ishani Chattopadhyay ceased to be a Member of the Audit Committee w.e.f. 9th May 2017.

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

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

The Corporate Social Responsibility Committee comprises of the following three Directors out of which one is Independent Director:

SI. No.	Name	Status	Category
1	Mr. Ratan Jindal	Chairman	Executive, Non Independent
2	Mr. S. Bhattacharya	Member	Executive, Non Independent
3	Mr. T.S. Bhattacharya	Member	Non-Executive, Independent

STOCK EXCHANGES WHERE THE SHARES ARE LISTED

National Stock Exchange of India Ltd., (âNSEâ) BSE Ltd.

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 your Company were delisted during the financial year 2016-17.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return inform MGT9 is annexed herewith as Annexure-V.

NUMBER OF BOARD MEETINGS

The Board of Directors met 5 (five) times during the financial year ended on 31st 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.

WHISTLE BLOWER POLICY / VIGIL MECHANISM

Pursuant to the provisions of Section 177(9) of the Companies Act, 2013 read with 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 is posted on the website of your Company and can be accessed at the link: http://jslstainless.com/pdf/WB%20Policy.pdf

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

The particulars of loans, guarantees or investments by your 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 47 to the financial statements 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 your Company''s website at the link: http://jslstainless.com/pdf/Policy%20on%20dealing%20with%20Related%20 Party%20Transactions.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. The requisite resolution in order to comply with the aforesaid requirements of Regulation 23 of SEBI LODR, as detailed at Item No. 7 of the Notice and relevant Explanatory Statement is commended for the members'' approval.

RISK MANAGEMENT

Your 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. Your 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

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, your Company has achieved total gross income of Rs, 2,203.86 Crore with EBIDTA of Rs, 250.52 Crore. Your Company incurred earned net profit of Rs, 41.50 Crore during this period.

On 26th May, 2017 the Company has allotted (I) 6,05,70,320 equity shares of Rs, 2 each fully paid up (âEquity Sharesâ) and (ii) 14,28,30,637- 0.01% Optionally Convertible Redeemable Preference Shares of Rs, 2 each fully paid up (âOCRPSâ) to the Lenders of the Company upon conversion of Funded Interest Term Loan I & II at a price of Rs, 39.10 (including premium of Rs, 37.10) per share aggregating to Rs, 236.83 Crore and Rs, 558.47 Crore respectively. The conversion rights of balance FITL into Equity Shares I OCRPS stands lapsed.

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 31 st March, 2017 and of the profit and loss of the Company for the year ended on that date;

(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

ACKNOWLEDGEMENT

For and on behalf of the Board of Directors

Place : New Delhi Ratan Jindal

Date : 9th August, 2017 Chairman and Managing Director

Mar 31, 2015

The Directors have pleasure in presenting the 35th 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

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

(in Crores)

Particulars Standalone

Year Ended Year Ended 31.03.2015 31.03.2014

Revenue from operations (Gross) 6,459.54 12,966.67

Less: Excise Duty on sales_ 448.60 1,019.69

Revenue from Operations (Net) 6010.94 11,946.98

Profit before other Income, Finance Cost, Depreciation, 304.00 879.60 Exceptional Items, Tax & Amortization (EBIDTA)

Add: Other Income 52.79 46.12

Less: Finance Costs 915.81 1,234.70

Less: Depreciation / Amortization 392.55 687.66

Profit /(Loss)Before Tax & Exceptional Items (951.56) (996.64)

Add: Exceptional Items - Gain/(Loss) 1,173.20 (416.90)

Profit/(Loss) Before Tax 221.63 (1,413.54)

Less: Tax Expenses (1.45) (23.45)

Net Profit /(loss) after Tax 223.08 (1,390.09)

Share in Profit / (Loss) of Associate - -

Minority Interest - -

Net Profit / (Loss) 223.08 (1,390.09) (After Adjustment for Associate & Minority Interest)

Add / Less:

Add: As per last year account - -

Less: Depreciation adjusted to Retained Earnings 3.53 -

Less: Loss on cessation / liquidation/ disposal of Subsidiaries (Net) - -

Add: Debenture Redemption Reserve written back 187 3.14

Amount available for Appropriation 221.42 (1,386.95)

Less: Transferred to General Reserve - -

Less: Being deficit, Set off from General Reserve (956.74) 430.21

Net surplus/(deficit) in statement of Profit & Loss (735.32) (956.74)

Particulars Consolidated

Year Ended Year Ended 31.03.2015 31.03.2014

Revenue from Operation (Gross) 7,396.55 13,869.80

Less: Excise Duty on Sale 448.60 1,000.74

Revenue from Operation (Net) 6,947.96 12,869.07

Profit before Other Income, Finance 368.41 1010.05 Cost,Depreciation, Exceptional Items, Tax And Amortaisation (EBIDTA)

Add: other Income 54.16 45.23

Less: Finance Cost 942.49 1,295.13

Less: Depreciation/ Amortaisation 411.11 728.39

Profit/ (Loss) Before Tax & Exceptional Items (931.04) (968.24)

Add: Exceptional Itrms - Gain (Loss) 1,184.16 (418.74)

Profit/ (Loss) Before tax 253.12 (1,386.98)

Less: Tax Expences 0.01 (20.67)

Net Profit/ (Loss) After Tax 253.11 (1,366.30)

Share in Profit/ (Loss) of Association - (0.37)

Minority Interest (0.28) (1.56)

Net Profit/ (Loss) 252.83 (1,368.24) (After Adjustment for Associate & Minority Interest)

Add:/ Less

Add: As per last year account - -

Less: Depreciation sdjustment to Retained Earnings 3.53 -

Less: Loss on cessation / liquidation / (102.28) - disposal of Subsidiaries (Net)

Add: Debenture Redumption Reserve wriiten back 1.87 3.14

Amount available for appropriation 353.45 (1,365.10)

Less: Transfer to General reserve - 0.42

Less: Being Deficit, Set off from General Reserve (1,044.60) 320.92

Net Surplus/ (deficit) in statement (691.14) (1,044.60) of Profit & Loss

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 its three wholly owned subsidiary companies viz. Jindal Stainless (Hisar) Limited, Jindal United Steel Limited and Jindal Coke Limited 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.

On pre-recast basis, during the year, the net Revenue from operations of your Company on standalone basis has increased by 7.16% at Rs. 12,802.47 crore as compared to Rs. 11,946.98 crore during previous financial year 2013-14. The Profit before other income, Finance Cost, Depreciation, Exceptional Items, Tax & Amortisation on standalone basis stood at Rs. 1040.76 crore as compared to Rs. 879.60 crore during previous year.

Further, during the year, the consolidated net Revenue from operations, on pre recast basis, of your Company has increased by 7.22% at Rs. 13,798.75 crore as compared to Rs. 12,869.07 crore during previous financial year 2013-14. Consolidated Profit before other income, Finance Cost, Depreciation, Exceptional Items, Tax & Amortization stood at Rs. 1,146.93 crore as compared to Rs. 1,010.06 crore during previous year.

The financial results of the Company during the year 2014-15 continued to remain 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 the Company comprising of Ferro Alloy manufacturing facility located at Jindal Nagar, Kothavalasa, Distt. Vizianagaram, Andhra Pradesh and the Mining Division comprising of Chromites Mines have been demerged and vest with Jindal Stainless (Hisar) Limited. Further the business undertaking relating to Hisar Unit of the Company has been transferred to Jindal Stainless (Hisar) Limited 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 other part i.e. Section III and IV of the Scheme pertaining to transfer of Hot Strip Mill to Jindal United Steel Limited and Coke Oven Plant to Jindal Coke Limited shall become effective with effect from the Appointed Date 2 i.e. close of business hours before midnight of 31st March, 2015 upon receipt of necessary approvals from Orissa Industrial and Infrastructure Development Corporation Limited (OIIDCO).

With the above, presently the Company is left with only one manufacturing facility located at Jajpur, Odisha.

The performance of Jajpur, Odisha improved as compared to last year. During the financial year 2014-15, Steel Melting Shop produced 4,48,476 MT as compared to 4,13,863 MT in the last year, Hot Strip Mill produced 4,40,360 MT against 4,00,930 MT in the last year, Plate Finishing Shop produced 32,143 MT against 35,658 MT and facilities in CRM produced 3,82,949 MT against 3,32,433 MT produced in last year.

The production at Ferro Alloys during the year was 1, 07,596 MT against 1,34,559 MT produced last year due to scarcity of raw material.

Performance of Coke Oven unit during FY 2014-15 improved producing 2,31,370 MT of Coke against 2,17,193 MT produced in last year.

Both the power plants (2X125MW) generated 1,486.241 million units (net) of power as compared to 1,190.925 million units (net) in the last year. Out of the total generation 393.508 million units were wheeled to Hisar plant (since transferred to Jindal Stainless (Hisar) Limited under the Composite Scheme of Arrangement) and 24.461 million units sold through exchange.

Jajpur plant is in receipt of Quality Management System (ISO 9001:2008) for its Coke Oven Unit facility. With this the entire plant is certified for IMS consisting of QMS, EMS and OHSAS. The Odisha unit has also received REACH/RoHS certification for various 300 & 400 series stainless steel grades. Scope of Construction Product Directive (CE Marking) certification is expanded to include 316 Ti and 321 grades. This has enabled your Company to be the preferred and certified manufacturers of stainless for construction field in European market.

In addition, the Jajpur unit has successfully undergone ISI mark/ BIS certification audit for Stainless Steel grades Â 304 (304S1 as per IS 6911), 304L(304S2 as per IS 6911) and 316L grades and is in receipt of license for 304S1 grade. License for other grades is expected to be received shortly. As part of product development, new SS grade added at Jajpur plant in FY 2014-15 includes 201L, 201LN, 310S, 439, 441 & 446. Your Company's products are approved by many reputed organizations viz. BHEL Trichy for 400 series and for new application developments which includes Grade 430 Â for utensil application, Grades 304 & 409L Â for tubing application, Grade 409L Â for fabrication application. Jajpur plant has also successfully catered Grade 304L to Indira Gandhi Centre for Atomic Research for its nuclear application requirements.

HSM facility is in receipt of ISI mark/ BIS certification license for various carbon steel grades like Hot Rolled Steel Strips in coils (Grade 1 & 2 Si Â Al Killed) and HR Strips in coil form (Grade E 250, Quality Â A, BR, Killed/ Semi Killed excluding suitable for impact test requirements).

Asset Monetization and Business Reorganization Plan (AMP) and Composite Scheme of Arrangement On account of the operations of the Company remaining under strain due to various external factors the ability of the Company to meet its repayment obligations/ liabilities under the facilities availed by it from the Lenders was adversely affected and it had requested the Lenders to restructure such facilities to support the Company. Accordingly, the Company was referred to the Corporate Debt Restructuring forum, for the efficient restructuring of corporate debt (hereinafter referred to as the "CDR") and a CDR package for the Company was approved by the Empowered Group of CDR (CDR EG ("Approved CDR Package").

Despite, the above restructuring the operations of the Company did not improve as envisaged due to various external factors pertaining to the economy and industry. As a result, the ability of the Company to meet its repayment obligations/ liabilities under the facilities was adversely affected and the Company approached the CDR-EG for a reworked CDR package which was approved by the CDR-EG at their meeting held on August 24, 2012 and a letter of approval dated September 18, 2012 ("Reworked CDR Package").

The Company, after having various rounds of discussions with the CDR Lenders, has now finalized a comprehensive plan of Asset Monetization cum Business Reorganisation Plan ("AMP"). The AMP was approved by the CDR EG vide its letter dated December 26, 2014 ("CDR EG Approval"), which entails monetization of identified business undertaking(s) of the Company through demerger/slump sale(s) and utilization of the proceeds of the slump sale(s) in reduction of debt of the Company by an amount of Rs. 5,500 Crore (from Rs. 8,894 Crore (outstanding as at March 31, 2014) to Rs. 3,394 Crore).

As a part of the above said AMP, the Board of Directors of the Company in their meeting held on 29th December, 2014 approved a Composite Scheme of Arrangement between the Company and its three wholly owned subsidiary companies viz. Jindal Stainless (Hisar) Limited, Jindal United Steel Limited and Jindal Coke Limited and their respective creditors and shareholders. NOC from Stock Exchanges to the said Scheme, in compliance with the provisions of Clause 24(f) of the Listing Agreement, was received on 20th March, 2015. Thereafter, as directed by the Hon'ble High Court of Punjab and Haryana at Chandigarh, meetings of the Shareholders, Secured Creditors and Unsecured Creditors were held on 16th May, 2015 and the proposal of Scheme was approved through overwhelming majority. The Company also obtained approval from public shareholders through e-voting, as per direction of the Stock Exchanges.

Thereafter, the Company filed second motion petition before the Hon'ble High Court of Punjab and Haryana at Chandigarh, 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 1st 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 JSHL) have become operative from the Appointed Date 1 i.e. close of business hours before midnight of 31st March, 2014. Section III and IV of the Scheme with respect to JUSL and JCL respectively shall become operative from Appointed Date 2 i.e. close of business hours before midnight of 31st March, 2015 after receipt of approval from Orissa Industrial and Infrastructure Development Corporation Limited (OIIDCO) with respect to the use of land by JUSL and JCL, for which the Company has already made necessary application.

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 31st March, 2014, the paid up share capital of the Company was Rs. 46,23,70,890/- divided into 21,53,75,005 equity shares of Rs.2/- each and 1,58,10,440 Cumulative Compulsory Convertible Preference Shares (CCCPS) of face value of Rs.2/- each.

On 19th December, 2014 and 25th September, 2015, the Company has allotted 1,10,00,000 and 48,10,440 equity shares of Rs.2/- each respectively upon conversion of 1,58,10,440 Cumulative Compulsory Convertible Preference Shares (CCCPS) of face value of Rs.2/- each to JSL Overseas Limited, a member of promoter group.

Consequently, as on the date of this report, the paid up share capital of the Company stands 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.

Transfer to Investor Education and Protection Fund

The Company has transferred unclaimed and unpaid amounts aggregating to Rs.30,85,286/- to Investor Education and Protection Fund of Government of India during the year 2014-15.

Employees Stock Option Scheme

During the year under review, 5,60,625 stock options were vested in eligible employees. The disclosure, under Regulation 14 of Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 is set out in Annexure Â I to this Report.

Information Technology

During the year, the Company's IT and SAP department has further modified the SAP ECC 6.0 landscape with enhanced business integration functionalities for Business benefits. 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 team will also play a critical role in enabling the Company's Re-Structuring 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. Various initiatives like an upgraded e-mail solution, enhanced and secure firewalls, bar-coding and Management Analytics, etc. were planned & delivered during the year. The IT and SAP department plans to rollout further Business Enhanced support & solutions to the Company in the coming year as well.

Consolidated Financial Statements

In accordance with the Companies Act, 2013 and Accounting Standard (AS) Â 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 the Company viz. JSL Lifestyle Limited, Jindal Stainless Steelway Limited, JSL Architecture Limited, Green Delhi BQS Limited, JSL Media Limited and JSL Logistics Limited have been transferred to Jindal Stainless (Hisar) Limited through slump sale. Consequent thereto, as on 31st March, 2015, the Company has been left with 11 direct and step down subsidiaries, namely (i) Jindal Stainless UK Limited; (ii) Jindal Stainless FZE, Dubai; (iii) PT Jindal Stainless Indonesia; (iv) Jindal Stainless Italy S.r.l.; (v) Jindal Stainless Madencilik Sanayi VE Ticaret A.S., Turkey (vi) JSL Group Holdings Pte. Ltd., Singapore; (vii) JSL Ventures Pte. Ltd., Singapore; (viii) Jindal Aceros Inoxidables S. L., Spain; (ix) Iberjindal S.L., Spain; (x) Jindal United Steel Limited; and (xi) Jindal Coke Limited.

Further, the Company has an associate company namely, J.S.S. Steelitalia Ltd. and two joint ventures with MJSJ Coal Limited and Jindal Synfuels Limited.

During the financial year ended 31st March, 2015, two subsidiary companies namely JSL Europe SA and JSL Minerals and Metals SA were closed down. Further Jindal Stainless (Hisar) Limited (JSHL), Jindal United Steel Limited (JUSL) and Jindal Coke Limited (JCL) were made the wholly-owned subsidiary companies of the Company. Post sanction of the Scheme, JSHL has ceased to be subsidiary of the Company. The other two companies viz. JUSL and JCL shall also cease to be subsidiary companies of the Company post receipt of approval from OIIDCO and induction of new investors in the said companies. However, these will continue to remain associate companies of the Company.

The members, if they desire, may write to Company Secretary at O.P. Jindal Marg, Hisar Â 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 alongwith financial statement. The statement also provides the details of performance, financial position of each of the subsidiaries and associate company.The Policy for determining material subsidiaries as approved may be accessed on the Company's website at the link: http://jindalstainless.com/images/ Policy%20on%20Material%20Subsidiaries.pdf.

Directors & Key Managerial Personnel

The Board of Directors has appointed Maj. Gen. Kanwaljit Singh Thind, VSM (Retd.) and Ms. Ishani Chattopadhyay as Additional Directors with effect from 1st October, 2014. The Board has also appointed Mr. Subrata Bhattacharya as Additional Director in the capacity of Whole Time Director with effect from 6th 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. Vipin Agarwal as the Chief Financial Officer and Mr. Raajesh Kumar Gupta as the Company Secretary and Compliance Officer w.e.f. 30th May, 2015. The Board has also designated them as the Key Managerial Personnel (KMPs) of the Company.

Mr. Jitender P. Verma, Executive Director (Finance) resigned from the Board of Directors of the Company w.e.f. 25th March, 2015 and as the Chief Financial Officer of the Company w.e.f. closing of working hours on 31st March, 2015. Mr. Jitendra Kumar, Company Secretary and Compliance Officer of the Company resigned w.e.f. closing of working hours on 31st March, 2015. Mr. Vipin Agarwal tendered his resignation as Chief Financial Officer of the Company w.e.f. closing of working hours on 19th October, 2015. The Board places on record its sincere appreciation for the valuable contributions made by them during their tenure.

Mr. Rajinder Parkash 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 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 may be accessed on the Company's website at the link: http://jindalstainless.com/images/ Policy%20on%20Familiarisation%20Programme.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. 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.

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 Â II (A) and Annexure Â II (B) respectively.

Fixed Deposits

The Company has stopped accepting / renewing deposits from 1st April, 2014. During the year, the Company filed a petition to the Company Law Board ("CLB") under Section 74(2) of the Companies Act, 2013 ("Act") praying that it should be allowed to make repayment of Deposits accepted before the commencement of the Act along with interest thereon as and when they fall due or as and when any depositor approaches it for premature payment, instead of repaying the same on or before 31st March, 2015.

The CLB, vide its Order dated 6th May, 2015, allowed extension of time up to 30th June, 2016, for repayment of the aforesaid Deposits along with interest due thereon and also directed the Company to make payments to those depositors who approach the Company before 30th June, 2016.

The Company has total outstanding Deposits of Rs. 21.41 Crore (including unclaimed deposits), as on 31st March, 2015.

The details relating to deposits, covered under Chapter V of the Companies Act, 2013 are provided hereunder:

(a) accepted during the year : Nil

(b) remained unpaid or unclaimed as at the end of the year : 61,91,000/-

(c) whether there has been any default in repayment of deposits or payment of interest thereon during the year and if so, number of such cases and the total amount involved-

(i) at the beginning of the year : Not Applicable

(ii) maximum during the year : Not Applicable

(iii) at the end of the year : Not Applicable

The details of deposits, not in compliance with the requirements of Chapter V of the Act: Nil

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 Â III 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 are attached as Annexure ÂIV.

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 provided in Annexure Â V.

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 34th Annual General Meeting of the Company held on 22nd September, 2014, for a period of three consecutive years until the conclusion of the 37th 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 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. Ramanath Iyer & Co., Cost Accountants, for this purpose for FY 2015-16. The Cost Audit for FY 2014-15 was completed within specified time and report was filed with the Central Government.

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 Ms. Shipra Chattree, Practicing Company Secretary (COP no.13539), to conduct Secretarial Audit for the financial year 2014-15. The Secretarial Audit Report for the financial year ended March 31, 2015 is annexed herewith marked as Annexure - VI to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

Corporate Social Responsibility

The Corporate Social Responsibility Committee has formulated and recommended to the Board, a Corporate Social Responsibility Policy ("CSR Policy") 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 Disclosure as per Rule 9 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed to this Report at Annexure - VII.

The CSR Policy can be accessed on the Company's website at the link: http://jindalstainless.com/images/JSL%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 cases

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, which came into effect from 9th December, 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 31st March, 2015, no complaints were recieved pertaining to sexual harassment.

Audit Committee

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

Sl. Name Status No

1 Mr. Suman Jyoti Khaitan Chairman

2 Mr. TS. Bhattacharya Member

3 Mr. Gautam Kanjilal Member

4 Mr. Kanwaljit Singh Thind Member

All the recommendations made by the Audit Committee during the financial year 2014-15 were accepted by the Board.

CSR Committee

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

Sl. Name Status No

1 Mr. Ratan Jindal Chairman

2 Mr. Rajinder Parkash Jindal Member 3 Mr. Girish Sharma Member

Stock Exchanges where the shares are 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, 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 2014-15.

Extract of Annual Return

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

The Board of Directors met 5 (five) 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 is posted on the website of the Company and can be accessed at the link: http://jindalstainless.com/whistleblower.php.

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 53 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 as approved by the Board may be accessed on the Company's website at the link: http://www.jindalstainless.com/images/Policy%20on%20dealing% 20with%20Related%20Party%20Transactions.pdf

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. 15 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

There has been no change in the nature of Company's business during the financial year ended on 31st March, 2015.

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. 3,262.13 Crores with EBIDTA of Rs. 308.86 Crores. The Company incurred net loss of Rs. 388.59 Crores during this period. This has resulted into erosion in the net worth of the Company. However, with the impending implementation of Section III and IV of the Scheme and proposed conversion of Funded Interest Term Loan of around Rs. 1,000 Crores by the CDR Lenders into Equity Share Capital and CRPS / OCRPS, the net worth of the Company is expected to improve substantially. Further, the optimism on changing market conditions is also expected to improve financial position of the Company.

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 and a certificate from the practicing Company Secretary regarding compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement with the stock exchanges, 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 : 6th November, 2015 Chairman and Managing Director

Mar 31, 2014

THE MEMBERS,

The Directors have pleasure in presenting the 34th Annual Report on the business and operations of your Company together with the Audited Statement of Accounts for the year ended 31st March, 2014.

Financial Results

Your Company''s performance for the financial year ended 31st March, 2014 is stated below:

(Rs. In Crores)

Particulars Standalone Consolidated

Year Ended Year Ended Year Ended Year Ended 31.03.2014 31.03.2013 31.03.2014 31.03.2013

Revenue from operations (Gross) 12,972.73 11,121.88 13,875.94 12,128.47

Less: Excise Duty on sales 1,019.69 835.67 1,000.74 823.73

Revenue from Operations (Net) 11,953.04 10,286.21 12,875.20 11,304.74

Profit before other Income, Finance Cost, 885.66 614.97 1016.19 708.56 Depreciation, Exceptional Items, Tax & Amortisation (EBIDTA)

Add: Other Income 40.06 44.13 39.10 35.04

Less Finance Costs 1,234.70 990.29 1,295.13 1,043.44

Less: Depreciation / Amortisation 687.66 701.31 728.39 740.14

Profit /(Loss)Before Tax & Exceptional Items (996.64) (1,032.50) (968.23) (1,039.99)

Add: Exceptional Items Â Gain/(Loss) (416.90) (166.96) (418.74) (183.99)

Profit/(Loss) Before Tax (1,413.54) (1,199.46) (1,386.97) (1,223.98)

Less: Tax Expenses (23.45) (378.64) (20.67) (381.94)

Net Profit /(loss) after Tax (1390.09) (820.82) (1,366.30) (842.04)

Share in Profit / (Loss) of Associate - - (0.38) (0.41)

Minority Interest - - (1.56) 1.74

Net Profit / (Loss) (After Adjustment for Associate & (1,390.09) (820.82) (1368.24) (840.71) Minority Interest) Add:

Amount brought forward - 618.69 - 530.87

Debenture Redemption Reserve written back 3.14 3.77 3.14 3.77

Amount available for Appropriation (1,386.95) (198.36) (1,365.10) (306.07)

Transfer to General Reserve - - 0.42 0.08

Less: Being deficit, Set off from General Reserve 430.21 (198.36) 320.92 (306.15)

Net surplus/(deficit) in statement of Profit & Loss (956.74) - (1,044.60) -

During the year, the Gross Revenue from operations of your Company on standalone basis has increased by 16.64% at Rs. 12,972.73 crore as compared to Rs. 11,121.88 crore during previous financial year 2012-13. The Profit before other income, Finance Cost, Depreciation, Exceptional Items, Tax & Amortisation on standalone basis stood at Rs. 885.66 crore as compared to Rs. 614.97 crore during previous year.

Further, during the year, the Consolidated Gross Revenue from operations of your Company has increased by 14.41% at Rs. 13,875.94 crore as compared to Rs. 12,128.47 crore during previous financial year 2012-13. Consolidated Profit before other income, Finance Cost, Depreciation, Exceptional Items, Tax & Amortisation stood at Rs. 1016.19 crore as compared to Rs. 708.56 crore during previous year.

- The financial results of the Company during the year 2013-14 have been adversely impacted inter alia on account of Continued dumping of stainless steel flat products in India and in particular the continued influx of cheap stainless steel from China.

- Continued build up of capacity in China despite the prevailing situation of excess production vis-Ã -vis local consumption and continued slowdown in local demand.

- Adverse Duty Structure for the Domestic Stainless Steel Industry, both in terms of import duty on raw materials as well as finished goods vis-Ã -vis other countries and in particular with reference to China.

- Increase in basic custom duty on import of Steel Scrap.

- Increase in raw material cost due to volatile currency.

Operations

(A) Hisar Division

Year 2013-14, shows a little recovery and stabilization, however, was a tough year for stainless steel industry on account of surplus capacities in other countries and dumping by China all around the world. JSL, Hisar Unit is able to achieve its highest ever dispatches of 673,254 MT in the year and crossed land mark achievement of 1.0 Million Ton Stainless steel dispatches from the organization. All the production facilities are aligned to serve value added products. The total steel melting shop production was approx. 7.20 Lac ton for the year.

The focus of the Company during the year for Hisar plant was on value added products and the Company achieved highest ever dispatches of 3370 MT coins and 9,004 MT finished Razor Blade Stainless strips of 0.10 mm or less thickness razor blade steel.

During the year Bright annealing facilities in CR complex has been modified & re-commissioned to cater white good sector market in feritic grade providing unit to leverage its strength and convert to higher value added products in the coming years. Others finishing facilities like slitting and eye wrapping line in SPD has been installed to cater rising market.

(B) Odisha Division

Despite slowdown in global economy the performance of Jajpur, Odisha improved substantially as compared to last year. During the year under review Steel Melting Shop produced 4,13,863 MT as compared to 3,13,258 MT, Hot Strip Mill produced 4,00,947 MT against 3,00,435 MT, Plate Finishing Shop produced 35,634 MT against 25,169 MT and facilities in CRM produced 3,32,535 MT against 2,54,597 MT produced last year.

The stainless steel facilities at Odisha have substantially enhanced the product portfolio of the company including wider width products of up to 1650 mm. Our products were are approved by many reputed organisations like IGCAR and BHEL, Trichy for 300 series and YAMAHA Motors India for 409L grade.

Jajpur unit received accreditations like Construction Product Regulations (CPR) and Pressure Equipment Directives (PED) Certifications thereby enabling our products to sell in the European market for Construction and Pressure applications.

The production at Ferro Alloys during the year was 1,35,678 MT against 83,290 MT produced last year which is 63% more as compared to last year. In spite of challenges in procuring chromite ore from domestic sources at cost effective prices, we could achieve the production by consuming concentrated ore and high usage of imported hard lumpy ore.

Both the power plants (2X125MW) generated power 1,190.925 million units (net) as compared to 1,089.53 million units (net) in the last year. Out of the total generation 88.828 million units were exported to Hisar plant and 22.92 million units sold through exchange. The Cokeoven facility was operated under lease till Oct, 2013. Total coke produced were 2,17,193 MT.

Jindal Chromite Mine produced 28055 MT of chrome concentrate from its beneficiation plant. The mine has reached the ultimate pit bottom so far as the friable ore is concerned and there has been no friable ore production during the year. However, lumpy chrome ore production from the mines was 64086 MT. The mine dispatched 39471 MT of chrome concentrate and 50237 MT of chrome ore to our Vizag Plant during the year.

(C) Vizag Division

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 Jindal Chromite Mine and Transfers the output to the Hisar Plant. The division has achieved 77% of the Installed capacity by producing 30,648 Tons of High Carbon Ferro Chrome during the year 2013-14 as compared to 20,169 Tons during the preceding year. The Production is less during the year 2013-14 due to Power restrictions/holiday being imposed by the APEPDCL time to time during 2013-14.

Further Vizag Unit dispatched 28,137 tons (including of 19,900 for Job Work A/c) to JSL-Hisar during the year 2013-14 as compared to 21,069 tons Job Work A/c during the preceding year. The Job work A/c production was stopped w.e.f. 21.11.2013

Debt Restructuring

Pursuant to the Reworked Corporate Debt Restructuring Scheme approved by CDR EG and Rework Letter of Approval ("Rework LOA") issued on September 18, 2012, the approved Reworked CDR package has been implemented by all CDR lenders and the Company had executed all the necessary documents.

During the year under report, the Company had arranged execution of corporate guarantee of 13 promoter group companies (out of total 30 promoter group companies) and is in discussions with the remaining promoter group companies for resolution of pending issues related to collateral security.

Restructuring / Reorganisation of the Company

The Board of Directors has constituted a ''Reorganization Committee'' to explore and evaluate various options of reorganizing the Company''s assets in an optimal way. The said Committee is empowered to work upon, determine and decide upon the relevant suitable structure.

Share Capital

During the year, the Company has received conversion notice for entire remaining 300 FCCBs amounting to USD 1.50 million and subsequently the company has allotted 547,458 fully paid equity shares.

During the quarter ended 31st March, 2014, the Company has raised Rs. 100,00,00,566, by way of issue and allotment of 1,07,50,000 equity shares of Rs. 2/- each and 1,58,10,440 Cumulative Compulsory Convertible Preference Shares (CCCPS) of face value of Rs. 2/- each at a price of Rs. 37.65 per equity share /CCCPS (including a premium of Rs. 35.65 per equity share/ CCCPS) in accordance with SEBI (ICDR) Regulations, 2009 to JSL Overseas Limited, a member of promoter group, on preferential basis.

Consequently, the paid-up share capital of the Company has increased from Rs. 40,81,55,094 to Rs. 46,23,70,890 divided into 215,375,005 equity shares of Rs. 2/- each and 1,58,10,440 Cumulative Compulsory Convertible Preference Shares (CCCPS) of Rs. 2/- each.

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 year ended 31st March, 2014.

Transfer to Investor Education and Protection Fund

Pursuant to section 205C of the Companies Act, 1956, the Company has transferred unclaimed and unpaid amounts aggregating to Rs. 27,19,400 to Investor Education and Protection Fund of Government of India during the year 2013-14.

Employees Stock Option Scheme

During the year under review, 4,26,024 stock options were vested in eligible employees. The disclosure, under Clause 12 of Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 is set out in Annexure to this Report.

Information Technology

During the year, the Company''s IT & SAP department has stabilized the SAP ECC 6.0 environment and has established a delivery team and mechanism for the Business Support. This Support Mechanism on SAP has enabled and empowered the Business users in continuing to conduct real-time transactions and analysis, across the locations on a single platform. It is the endeavour of the SAP team to further enhance the capabilities of the JSL SAP platform for a delightful Business User experience. The IT team of the company has also been successful in providing secure and non-disruptive IT (Hardware, Network, Software) services to your company throughout the year. Many initiatives like Exchange Migrations, Multi-platform mobile solutions, Barcoding and Management Analytics, etc have been planned & delivered.

The IT & SAP department plan to rollout further Business Enhanced support & solutions to your company in the coming year as well.

Subsidiary Companies

As on 31st March, 2014, your Company has 17 direct and step down subsidiaries, namely (i) Jindal Stainless UK Limited; (ii) Jindal Stainless FZE, Dubai; (iii) PT Jindal Stainless Indonesia; (iv) Jindal Stainless Italy S.r.l.; (v) Jindal Stainless Madencilik Sanayi VE Ticaret A.S., Turkey (vi) Jindal Stainless Steelway Limited; (vii) JSL Lifestyle Limited; (viii) JSL Architecture Limited; (ix) Green Delhi BQS Limited; (x) JSL Media Limited; (xi) JSL Group Holdings Pte. Ltd., Singapore; (xii) JSL Ventures

Pte. Ltd., Singapore; (xiii) JSL Europe S.A., Switzerland; (xiv) JSL Minerals & Metals S.A., Switzerland; (xv) Jindal Aceros Inoxidables S. L, Spain; (xvi) JSL Logistics Limited; and (xvii) Iberjindal S.L., Spain.

Pursuant to the general circular No. 51/12/2007-CL-III dated 8th February, 2011 issued by the Ministry of Corporate Affairs, Government of India, the balance sheet, profit and loss account and other documents of the subsidiary companies are not attached with the balance sheet of your Company. The annual accounts and other related documents of the subsidiaries are available at the website of the Company and will be made available to any member of the Company who may be interested in obtaining the same. The annual accounts of the subsidiary companies will be kept open for inspection by any shareholder at the registered office of the Company during normal business hours. The consolidated financial statements of the Company include the financial results of all the subsidiary companies.

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.

Directors

The Board of Directors has appointed Mr. Rajinder Parkash Jindal as an additional director and designated him as Executive Director with effect from 6th January, 2014. The Board of Directors has also appointed Mr. Girish Sharma as an additional director with effect from 29th May, 2014. The Board has also approved appointment and terms of remuneration of Mr. Rajinder Parkash Jindal as Whole Time Director of the Company, subject to the approval of the Shareholders. The said appointment and remuneration of Mr. Rajinder Parkash Jindal and appointment of Mr. Girish Sharma will be placed before the shareholder for their approval.

Smt. Savitri Jindal, Chairperson has resigned from the Board of Directors with effect from 28th October, 2013. The Board has conferred upon her the title of "Chairperson Emeritus" with effect from 28th October, 2013 and she will continue to provide her guidance on future endeavors of the Company.

Mr. Uday Kumar Chaturvedi, Mr. Rajeev Bakshi and Mr. James Alistair Kirkland Cochrane resigned from the Board of Directors of the Company w.e.f. 31st December, 2013, 20th February, 2014 and 24th February, 2014 respectively. The Board places on record its sincere appreciation for the valuable contributions made by them during their tenure.

Mr. Naveen Jindal and Mr. Jitender P. Verma, who retires by rotation at the ensuing Annual General Meeting under the erstwhile provisions of the Companies Act, 1956 and being eligible offer themselves for reappointment.

Brief resume 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.

Fixed Deposits

The Company has accepted/renewed deposits amounting to Rs. 13,69,70,000 during the year under review. There were no overdue deposits on 31st March, 2014, except Rs. 1,04,76,000 which remain unclaimed. The Company has stopped accepting / renewing any fresh deposits with effect from 1st April, 2014.

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

The Information relating to energy conservation, technology absorption, foreign exchange earnings and outgo required to be disclosed under The Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is given in Annexure-1 forming part of this report.

Particulars of Employees

As required by the provisions of section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended, the names and other particulars of the employees are set out in the annexure to the Directors'' report. However, as per the provisions of Section 219(1)(b)(iv) of the Companies Act, 1956, the report and accounts are being sent to all the Shareholders of the Company excluding the aforesaid information. Any Shareholder interested in obtaining such particulars may write to the Company Secretary at the registered office of the Company.

Auditors and Auditors'' Report

M/s. Lodha & Co. and M/s. S.S. Kothari Mehta & Co., joint statutory auditors of the Company, hold office until the conclusion of the ensuing annual general meeting and are eligible for re-appointment. The Company has received letters from them with their willingness to continue as auditors of the Company, if appointed and have confirmed that the said appointment, if made,would be within the limits prescribed under the Companies Act, 2013 and that they are not disqualified for re-appointment.

In terms of Rule 6 of the Companies (Audit and Auditors) Rules, 2014, M/s. Lodha & Co. and M/s. S.S. Kothari Mehta & Co. having held office as Joint Statutory Auditors and M/s. N.C. Aggarwal & Co. having held office of Branch Auditors of Vizag division for a period of more than 10 years prior to the commencement of the Companies Act, 2013, are eligible to be appointed as Auditors for a period of only three more years, that is until the conclusion of 37th Annual General Meeting of the Company.

The notes to the accounts referred to in the auditors'' report are self-explanatory and, therefore, do not call for any further comments.

Cost Auditors

In accordance with the Order dated 30th June, 2011 issued by the Ministry of Corporate Affairs pursuant to Section 233B of the Companies Act, 1956, your Company is required to get its cost accounting records audited by a Cost Auditor and has accordingly appointed M/s. Ramanath Iyer & Co., Cost Accountants, for this purpose for FY 2013-14. The Cost Audit for FY 2012-13 was completed within specified time and report was filed with the Central Government.

The Board of Directors at its meeting held on 29th May, 2014 has on the recommendation of the Audit Committee, re- appointed M/s. Ramanath Iyer & Co., Cost Accountants for conducting the audit of cost audit records in respect of Steel business of the Company for the financial year 2014-15. The said appointment is subject to ratification of the members in terms of Section 148 of the Companies Act, 2013 read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014.

Directors'' Responsibility Statement

Pursuant to the requirement under section 217(2AA) of the Companies Act, 1956 with respect to directors'' responsibility statement, it is hereby confirmed that:

(a) in the preparation of the annual accounts, the applicable accounting standards have been followed;

(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, 2014 and of the profit 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, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

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

Corporate Governance

A separate section on corporate governance and a certificate from the practicing company secretary regarding compliance of conditions of corporate governance as stipulated under clause 49 of the listing agreement with the stock exchanges, forms part of the annual report.

Management Discussion and Analysis Report

Management discussion and analysis report as required under the listing agreements with the stock exchanges is enclosed with this 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

Ratan Jindal

Chairman and Managing Director Place: New Delhi

Date : 29th May, 2014

Mar 31, 2013

TO THE MEMBERS,

The Directors have pleasure in presenting the 33rd Annual Report on the business and operations of your Company together with the Audited Statement of Accounts for the year ended 31st March, 2013.

Financial Results

Your Company''s performance for the financial year ended 31st March, 2013 is stated below:

(Rs. in Crores)

Particulars Standalone Consolidated Year Ended Year Ended Year Ended Year Ended 31.03.2013 31.3.2012 31.03.2013 31.03.2012

Revenue from operations (Gross) 11,121.88 8,498.33 12,128.47 9,364.29

Less: Excise Duty on sales 835.67 607.28 823.73 598.98

Revenue from Operations (Net) 10,286.21 7,891.05 11,304.74 8,765.31

Profit before other Income, Finance Cost, Depreciation, 614.97 904.04 708.56 947.65 Exceptional Items, Tax & Amortisation (EBIDTA)

Add: Other Income 44.13 75.31 35.04 57.88

Less: Finance Costs 990.29 516.80 1,043.44 570.17

Less: Depreciation / Amortisation 701.31 408.61 740.14 448.50

Profit /(Loss)Before Tax & Exceptional Items (1,032.50) 53.94 (1,039.99) (13.14)

Add: Exceptional Items - Gain/(Loss) (166.96) (207.76) (183.99) (231.45)

Profit/(Loss) Before Tax (1,199.46) (153.82) (1,223.98) (244.59)

Less: Tax Expenses (378.64) (49.91) (381.94) (63.15)

Net Profit /(loss) after Tax (820.82) (103.91) (842.04) (181.44)

Share in Profit / (Loss) of Associate - - (0.41) (1.22)

Minority Interest - - 1.74 2.89

Net Profit / (Loss) (820.82) (103.91) (840.71) (179.78) (After Adjustment for Associate & Minority Interest)

Add:

Amount brought forward 618.69 716.58 530.87 704.63

Debenture Redemption Reserve written back 3.77 6.01 3.77 6.01

Amount available for Appropriation (198.36) 618.69 (306.07) 530.87

General Reserve - - 0.08 -

Less: Being deficit, Set off from General Reserve (198.36) - (306.15) -

Net surplus in statement of Profit & Loss - 618.69 - 530.87

During the year, the Gross Revenue from operations of your Company on standalone basis has increased by 31% at Rs. 11,121.88 crore as compared to Rs. 8,498.33 crore during previous financial year 2011-12. The Profit before other income, Finance Cost, Depreciation, Exceptional Items, Tax & Amortisation on standalone basis stood at Rs. 614.97 crore as compared to Rs. 904.04 crore during previous year.

Further, during the year, the Consolidated Gross Revenue from operations of your Company has increased by 30% at Rs. 12,128.47 crore as compared to Rs. 9,364.29 crore during previous financial year 2011-12. Consolidated Profit before other income, Finance Cost, Depreciation, Exceptional Items, Tax & Amortisation stood at Rs. 708.56 crore as compared to Rs. 947.65 crore during previous year.

The financial results of the Company during the year 2012-13 have been adversely impacted inter-alia on account of (i) Economic slowdown in Europe and most large countries in Asia, resulting into weak demand for Stainless Steel internationally, squeezing margins in markets; (ii) Over capacity in China and dumping of Stainless Steel material into India leading to reduced margins in the Company''s markets; (iii) Owing to above factors, the Company slowed down the ramp-up of Jajpur, Odisha Stainless Steel operations leading to lower margins as the Company could not enjoy economies of scale at that plant; and (iv) Monopolistic pricing policies of certain PSU companies leading to erosion of margins in ferro chrome unit.

Operations

(A) Hisar Division:

Despite the slowdown in Global economy Hisar plant has been able to achieve 98% of its planned capacity at Steel melting shop by producing 719,353 MT of steel as compared to 723,418 MT during financial year 2011-12. Hot Rolling Mills were utilized as per market dynamics and produced 523,200 MT as compared to 540,671 MT during financial year 2011-12. During the year, Cold Rolled Annealed Pickled production was 243,458 MT as compared to 257,335 MT during financial year 2011-12.

Your Company focused on effective utilization of available resources and productivity improvement at various lines to achieve cost efficiency. Steel melting shop has achieved landmark of 50 heats in a day, similarly others lines have also performed efficiently in this slow down period to meet the expectations.

During the year, two new Grades JSLU - DD & JSLU - SD have been launched to cater to utensils market. Now, these Grades are welcomed and accepted by markets and are in regular production. During the year no major capital expenses have been incurred and ongoing projects have been completed in Special product division.

(B) Odisha Division

Your Company has been successfully operating stainless steel making facility at Jajpur, Odisha, with a capacity of 800,000 tons per annum and has been rolling of stainless steel products from this facility for over two years. The ramp-up and stabilization of finishing facilities are in progress. During the year under review, steel melting shop produced 313,258 tons, hot strip mill processed 300,435 tons and facilities in cold rolling mill processed 255,130 tons of stainless steel. The stainless steel facilities under operations at Odisha are state of art facilities and have substantially enhanced the product portfolio of the Company including wider width products of upto 1600 mm.

The ferro alloys production during the year stood at 83,290 tons. There were challenges in procuring the chrome ore from domestic sources at cost effective prices, which impacted the overall production and the capacity utilizations during the year. However, in order to reduce the costs, the Company worked on imported low Grade chrome ore from Gulf, improving chromium recoveries & higher usage of hard lumpy ore & replacing usage of coke with anthracite coal. The Company has also taken up the matter with various Government agencies to rationalize the chrome ore bidding process.

The operations at 250 MW thermal power plant were adversely affected on account of higher input prices of thermal coal and drop in prices of surplus power sold to the state Grid. It operated mostly on imported low ash coal from Indonesia blended with Indian coal. Both the two power plants were producing power and generated around 1089.53 million units (net), of which around 34.13 million units were exported to Hisar plant. The power plant has achieved highest ever PLF of 107.19% on 22nd January, 2013. It also achieved PLF of more than 100% for many days consistently during the 4th Quarter. The production at 14 MW power plant was 50.32 million units (net).

Jindal Chromite Mine produced 28,955 MT of chromite ore concentrate from its beneficiation plant and also achieved 96,022 MT chrome ore from Mines pit for the year, which is much higher than previous year production. The mines dispatched 20,568 MT of concentrate ore and 23,099 MT of chrome ore to Vizag plant during the year.

The coke oven facility was operated under lease with work arrangement for conversion of coal into coke. The coke oven battery successfully produced metallurgical coke with gradual ramp-up. For the year, the total production out of the coke oven facility stood at 251,593 tons of coke.

(C) Vizag Division

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 Hisar Plant. The division has achieved 50% of the installed capacity by producing 20,169 tons of High Carbon Ferro Chrome during the year 2012-13 as compared to 24,832 tons during the preceding year. The production was less during the year 2012-13 due to Power restrictions being imposed by the APEPDCL from September''2011 onwards.

Further Vizag Unit despatched 21,069 tons to JSL, Hisar during the year 2012-13 as compared to 24,805 tons during the preceding year on Job work account.

Debt Restructuring

During the year, your Company''s proposal in relation to re-work of its term debt obligations ("Rework Scheme") under CDR mechanism was approved by CDR EG and Rework Letter of Approval ("Rework LOA") was issued on September 18, 2012. The Rework Scheme inter-alia includes reworking of repayment schedule, interest funding, adjustments in interest rates to ensure protection of net present value of the respective facilities, etc. w.e.f. 31st March, 2012 ("Reworking Cut-off Date"). Consequently, the Amended & Restated Master Restructuring Agreement ("Amended MRA") has been executed on September 25, 2012 with certain lenders. As on date of this report, except HDFC Bank, all CDR lenders have executed the necessary documents.

Besides reworking of its domestic term debt obligations, your Company during the year has also successfully completed the restructuring of its debt obligations in relation to ECB facilities of USD 250 million availed for the part financing of Odisha Phase II project and has executed requisite amendment agreements with all the ECB lenders. The revised terms inter-alia include deferment of repayment schedule and increase in interest rates etc.

Share Capital

During the year under review, the Company allotted 10,21,922 equity shares upon conversion of 560 Convertible Bonds of US$ 5,000 each.

Further, in order to meet the requirements of approved Reworked Corporate Debt Restructuring (CDR) Scheme, the Company had obtained approval of the Shareholders by means of Special Resolutions passed through Postal Ballot on 15th February 2013, for issuance of equity shares to a Promoter Group Company (hereinafter referred to as "the proposed allottee" in following manner:

(i) 1,35,50,000 equity shares of face value of Rs. 2/- each on or before 31st March, 2013, and

(ii) 1,35,50,000 equity shares of face value of Rs. 2/- each on or before 30th June, 2013.

Pursuant to the aforesaid Shareholders'' approval, the Company allotted the 1st tranche of 1,35,50,000 equity shares of face value of Rs. 2/- each at an issue price of Rs. 74/- each (including a premium of Rs. 72/- per equity share) amounting to Rs. 100.27 crore on preferential basis to a promoter group company, on 30th March, 2013. Consequently, the paid-up share capital of the Company has increased from Rs. 38,10,55,094 to Rs. 40,81,55,094 divided into 20,40,77,547 equity shares of Rs. 2/- each.

However, upon request of the proposed allottee, the Board of Directors, subject to necessary shareholders'' approval, has approved the infusion of balance amount of Rs. 100.27 crore by way of preferential allotment of 1,35,50,000 equity shares at an issue price of Rs. 74/- each (including a premium of Rs. 72/- per equity share) on or before 31st March, 2014 instead of 30th June, 2013. This will align with the requirement of Reworked CDR approval which stipulates that the balance capital be infused into the Company on or before 31st March, 2014.

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 year ended 31st March, 2013.

Transfer to Investor Education and Protection Fund

Pursuant to section 205C of the Companies Act, 1956, the Company has transferred unclaimed and unpaid amounts aggregating to Rs. 20,13,600 to Investor Education and Protection Fund of Government of India during the year 2012-13.

Employees Stock Option Scheme

During the year under review, 5,34,771 stock options were vested in eligible employees. The ESOS Compensation Committee granted 1,50,000 stock options to eligible employees under the ESOP Scheme of the Company. The disclosure, under Clause 12 of Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 is set out in Annexure to this Report.

Information Technology

During the year, the Company has completed the implementation of SAP ECC 6.0 version. This SAP-ERP implementation project named as "Project Manthan" has gone live from 1st May, 2013. This project will integrate all business processes of your Company across all the locations, on a real time basis and help in quick transactional and decision making processes and ultimately assist the management in enhancing stakeholder''s value.

With this SAP Go-live, the IT & Manthan teams have initiated a New SAP era and have laid a foundation for further IT lead business benefit projects in your Company.

Subsidiary Companies

As on 31st March, 2013, your Company has 17 direct and step down subsidiaries, namely (i) Jindal Stainless UK Limited; (ii) Jindal Stainless FZE, Dubai; (iii) PT Jindal Stainless Indonesia; (iv) Jindal Stainless Italy S.r.l.; (v) Jindal Stainless Madencilik Sanayi VE Ticaret A.S., Turkey (vi) Jindal Stainless Steelway Limited; (vii) JSL Lifestyle Limited; (viii) JSL Architecture Limited; (ix) Green Delhi BQS Limited; (x) JSL Media Limited; (xi) JSL Group Holdings Pte. Ltd., Singapore; (xii) JSL Ventures Pte. Ltd., Singapore; (xiii) JSL Europe S.A., Switzerland; (xiv) JSL Minerals & Metals S.A., Switzerland; (xv) Jindal Aceros Inoxidables S. L., Spain; (xvi) JSL Logistics Limited; and (xvii) Iberjindal S.L., Spain.

Pursuant to the general circular No. 51/12/2007-CL-III dated 8th February, 2011 issued by the Ministry of Corporate Affairs, Government of India, the balance sheet, profit and loss account and other documents of the subsidiary companies are not attached with the balance sheet of your Company. The annual accounts and other related documents of the subsidiaries are available at the website of the Company and will be made available to any member of the Company who may be interested in obtaining the same. The annual accounts of the subsidiary companies will be kept open for inspection by any shareholder at the registered office of the Company during normal business hours. The consolidated financial statements of the Company include the financial results of all the subsidiary companies.

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.

Directors

The Board of Directors has appointed Mr. Uday Kumar Chaturvedi as an additional director and designated him as "Chief Executive Officer" with effect from 27th May, 2013. The Company has received Notice pursuant to section 257 of the Companies Act, 1956, from a member signifying his intention to propose Mr. Chaturvedi as a candidate for the office of Director. The Board has also approved appointment and terms of remuneration of Mr. Chaturvedi as Whole Time Director designated as Chief Executive Officer of the Company, subject to the approval of the Shareholders. The said appointment and remuneration of Mr. Uday Kumar Chaturvedi is recommended for the approval of the Shareholders in the Notice forming part of this Annual Report.

As on the date of this report, Mr. Jurgen Hermann Fechter, Mr. Ramesh R. Nair and Mr. Subash Singh Virdi resigned from the Board of Directors of the Company w.e.f. 6th February, 2013, 2nd April, 2013 and 27th May, 2013 respectively. The Board places on record its sincere appreciation for the valuable contributions made by them during their tenure.

Mr. Suman Jyoti Khaitan, Mr. T.S. Bhattacharya and Mr. James Alistair Kirkland Cochrane, Directors, will retire by rotation at the ensuing Annual General Meeting of the Company and, being eligible, offer themselves for re-appointment.

Brief resumes of the Directors being appointed / re-appointed, 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.

Fixed Deposits

The Company has accepted/renewed deposits amounting to Rs. 21,12,61,000/- during the year under review. There were no overdue deposits on 31st March, 2013, except Rs. 92,87,000/- which remain unclaimed.

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

The Information relating to energy conservation, technology absorption, foreign exchange earnings and outgo required to be disclosed under The Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is given in Annexure - 1 forming part of this report.

Particulars of Employees

As required by the provisions of section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended, the names and other particulars of the employees are set out in the annexure to the Directors'' report. However, as per the provisions of Section 219(1)(b)(iv) of the Companies Act, 1956, the report and accounts are being sent to all the Shareholders of the Company excluding the aforesaid information. Any Shareholder interested in obtaining such particulars may write to the Company Secretary at the registered office of the Company.

Auditors and Auditors'' Report

M/s. Lodha & Co. and M/s. S.S. Kothari Mehta & Co., joint statutory auditors of the Company, hold office until the conclusion of the ensuing annual general meeting and are eligible for re-appointment. The Company has received letters from them to the effect that their appointments, if made, would be within the prescribed limits under section 224 (1B) of the Companies Act, 1956 and also that they are not otherwise disqualified within the meaning of sub section (3) of section 226 of the Companies Act, 1956, for such appointment.

The notes to the accounts referred to in the auditors'' report are self-explanatory and, therefore, do not call for any further comments.

Cost Auditors

The Board of Directors has re-appointed M/s. Ramanath Iyer & Co., Cost Accountants, the cost auditors for conducting the audit of cost audit records in respect of Steel business for the financial year 2013-14 subject to approval of the Central Government. Particulars of Cost Auditor and Cost Audit Report, as required vide General Circular No. 15/2011 dated 11th April, 2011 issued by Cost Audit Branch, Ministry of Corporate Affairs, Government of India, are as under:

Name of the Cost Auditor: M/s. Ramanath Iyer & Co.

Cost Accountants, 808,Pearls Business Park,

Netaji Subash Place, Pitampura, New Delhi - 110 088

Names and Membership No. of Partners of Firm Ms. R. Parvathy, M. No. 13848

Dr. D. Jagannathan, M. No. 5839 Mr. V. A. Sundaram, M. No. 818 Mr. S. Laxminarayana, M. No.7664 Ms. Sona Sharma, M. No. 31446

Due date for filing of Cost Audit Report for the financial year 2011-12 by the Cost Auditor with the Central Government

Within 180 days from the close of company''s financial year, i.e. upto 27th September, 2012. However, Central Government vide its various circulars issued from time to time extended the date of filing of Cost Audit Report in XBRL format upto 28th February, 2013.

Date of actual filing of Cost Audit Report for the financial year 2011-12 with the Central Government.

Cost Audit Report for the financial year 2011-12 was filed by the Cost Auditor with the Central Government on 18th January, 2013.

Directors'' Responsibility Statement

Pursuant to the requirement under section 217(2AA) of the Companies Act, 1956 with respect to directors'' responsibility statement, it is hereby confirmed that:

(a) in the preparation of the annual accounts, the applicable accounting standards have been followed;

(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, 2013 and of the profit 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, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

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

Corporate Governance

A separate section on Corporate Governance and a certificate from the practicing company secretary regarding compliance of conditions of corporate governance as stipulated under clause 49 of the listing agreement with the stock exchanges, forms part of the annual report.

Management Discussion and Analysis Report

Management discussion and analysis report as required under the listing agreements with the stock exchanges is enclosed with this 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 Savitri Jindal

Date : 27th May, 2013 Chairperson

Mar 31, 2012

The Members,

The Directors are pleased to present the 32nd Annual Report on the business and operations of your Company together with the Audited Statement of Accounts for the year ended 31st March, 2012.

Financial Results

Your Company's performance for the financial year ended 31st March, 2012 is stated below:

( Rs. in Crores ) Standalone Consolidated Particulars Year Ended Year Ended Year Ended Year Ended 31.03.2012 31.03.2011 31.03.2012 31.03.2011

Revenue from operations (Gross) 8,498.33 7,351.27 9,364.29 8,035.85

Less: Excise Duty on sales 607.28 512.29 598.98 503.62

Revenue from Operation (Net) 7,891.05 6,838.97 8,765.31 7,532.23

Profit before other Income, Finance Cost, Depreciation, 904.04 1,081.03 947.65 1,173.66 Exceptional Items, Tax & Amortisation (EBIDTA)

Add: Other Income 75.31 56.99 57.88 49.26

Less: Finance Costs 516.80 388.74 570.17 429.25

Less: Depreciation / Amortisation 408.61 356.14 448.50 395.46

Profit /(Loss)Before Tax & Exceptional Items 53.94 393.13 (13.14) 398.21

Add: Exceptional Items Ã Gain/(Loss) <207.76) 54.22 (231.45) 74.77

Profit/(Loss) Before Tax (153.82) 447.36 (244.59) 472.97

Less: Tax Expenses (49.91) 129.02 (63.15) 154.20

Net Profit /(loss) after Tax (103.91) 318.34 (181.44) 318.77

Share in Profit / (Loss) of Associate - - (1.22) (0.49)

Minority Interest - - (2.89) 4.11

Net Profit / (Loss) (After Adjustment for Associate & Minority Interest) (103.91) 318.34 (179.78) 314.17

Add: Amount brought forward 716.58 374.65 704.39 379.67

Debenture Redemption Reserve written back 6.01 23.59 6.01 23.59

Amount available for Appropriation 618.69 716.58 530.63 717.43

Less: General Reserve - - - 13.04

Net Surplus in the Statement of Profit & Loss 618.69 716.58 530.63 704.39

During the year, the Gross Revenue from operations of your Company on standalone basis has increased by 16% at Rs. 8,498.33 crore as compared to Rs. 7,351.27 crore during previous financial year 2010-11. The Profit before other income, Finance Cost, Depreciation, Exceptional Items, Ta x & Amortisation on standalone basis stood at Rs. 904.04 crore as compared to Rs. 1,081.03 crore during previous year.

Further, during the year, the Consolidated Gross Revenue from operations of your Company has increased by 17% at Rs. 9,364.29 crore as compared to Rs. 8,035.85 crore during previous financial year 2010-11. Consolidated Profit before other income, Finance Cost, Depreciation, Exceptional Items, Tax & Amortisation stood at Rs. 947.65 crore as compared to Rs. 1,173.66 crore during previous year.

The financial results of your Company during the year have been adversely impacted inter-alia on account of (i) adverse exchange fluctuation arising on account of sharp depreciation of Indian Rupee (ii) subdued global economic sentiments emanating from European crisis and surge in imports of stainless steel flat products into India caused by aggressive price under cutting, dumping and other trade restrictive practices adopted by overseas stainless steel producers (iii) unprecedented increase in raw material prices of chrome ore and coal.

Change of Name

During the year, the name of your Company has been changed from JSL Stainless Limited to Jindal Stainless Limited. Consequent upon change of name, the Registrar of Companies, has issued fresh Certificate of Incorporation on 7th December, 2011.

Operations

Your Company is the largest integrated stainless steel Company in India producing diversified stainless steel flat products. It has three manufacturing facilities in India, located at Hisar in the State of Haryana, Jajpur in the State of Odisha and Vizag in the State of Andhra Pradesh. The facilities include captive chromite mines, ferro-alloy facilities, captive thermal power plants and stainless steel melting, hot rolling, cold rolling and downstream value-added facilities.

(A) Hisar Division:

Hisar is having stainless steel melting capacity of 800,000 tons per annum. During the year, the plant has achieved highest ever production in most of its production facilities, steel melt shop, hot rolling, cold rolling and specia product division. The steel melt shop achieved production of 723,418 tons as compared to 701,814 tons during financial year 2010-11. Hot rolling mill and cold rolling mill processed 540,671 tons of hot rolled products and 260,447 tons of cold rolled annealed pickled products respectively. The special product division produced 24,478 tons of speciality steel which represents growth of around 8% over previous year. Higher value added product with thickness of 0.10 mm was also up by around 23%. Your Company is making all its efforts to serve the market needs through various planned projects like 0.10 mm thick blade steel production enhancement. 430 BA finishing facilities are under advance stage and will be commissioned by March, 2013.

To control the product cost and protect environment, modernized "Acid Recovery Systems" was successfully installed during the year. Further various cost saving initiatives like reutilization of refractory, power savings etc. have been taken throughout the year to control the product costs. There has been special focus to maximize usage of stainless steel scrap in production to reduce overall cost of production. This also enables us to contribute to the green environment through recycling.

(B) Odisha Division

Your Company has successfully operated stainless steel making facility with a capacity of 800,000 tons per annum and has started rolling of stainless steel products from this facility for over a year. The ramp-up and stabilization of finishing facilities are in progress. During the year under review, steel melting shop produced 95,573 tons, hot strip mill processed 114,137 tons and facilities in cold rolling mill processed 67,351 tons of stainless steel. The project initially conceived in SEZ has been de-notificated during the year due to the changing global business scenario. The stainless steel facilities under operations at Odisha are state of art facilities and have substantially enhanced the product portfolio of the Company including wider width products of upto 1600 mm.

The ferro alloys production during the year stood at 57,316 tons. There were challenges in procuring the chrome ore from domestic sources at cost effective prices, which impacted the overall production and the capacity utilizations during the year. However, in order to reduce the costs, the Company worked on improving chromium recoveries & higher usage of hard lumpy ore & replacing usage of coke with anthracite coal. The Company has also taken up the matter with various government agencies to rationalize the chrome ore bidding process.

The operations at 250 MW thermal power plant were adversely low on account of higher input prices of therma coal and drop in prices of surplus power sold to the state grid. Only one of the two power plants was primarily producing power and it generated around 741 million units (net), of which around 119 million units were exported to Hisar plant. The production at 14 MW power plant was 21.56 million units (net) and the plant has achieved maximum days generation of 0.34 MU at a PLF of 101.19% in December, 2011.

The chromite mines division produced 32,875 MT of chromite ore concentrate which is much higher than previous year production and also achieved 66,000 MT chrome ore from Mines pit for the year.

The coke oven facility was operated under lease with work arrangement for conversion of coal into coke. The coke oven battery successfully produced metallurgical coke with gradual ramp-up. For the year, the total production out of the coke oven facility stood at 285,368 tons of coke.

(C) Vizag Division

Vizag plant produces High Carbon Ferro Chrome (HCFC) with capacity of 40,000 tons per annum. The chrome ore required for the production of HCFC is sourced from the captive mines at Sukinda and the output is transferred to Hisar plant. During the year, the plant produced 24,832 tons of HCFC as compared to 32,836 tons during the previous year. The primary reason towards the slowdown during the year was due to shutdown of 16 MVA furnace for about two months for relining work and also the power restriction imposed by the state power distributing company, APEPDCL.

Corporate Debt Restructuring (CDR)

Pursuant to the approval of CDR (the Scheme) in January 2010 and signing of Master Restructuring Agreement (MRA) in March 2010, the financial obligations to the domestic lenders were rescheduled including creation of funded interest term loan (FITL), adjustment in interest rates and additional security in favour of lenders. The Scheme was subsequently amended in December 2010 on account of early completion of certain projects and reduction in FITL. However, keeping in mind the current business & economic outlook environment, the Company is in fresh negotiation with the domestic and international lenders and has made fresh proposal to the lenders to re-work its debt obligations including reworking of repayment schedule, adjustments towards interest obligations, overdue financial obligations etc.

Share Capital

During the year, the Company allotted 21,89,833 equity shares of Rs. 2/- each upon conversion of 1200 Convertible Bonds of US$ 5,000 each into equity shares.

As on 31st March, 2012, the subscribed and paid up share capital of the Company stands at Rs. 37,90,11,250/- divided into 18,95,05,625 equity shares of Rs. 2/- each.

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 year ended 31st March, 2012.

Employees Stock Option Scheme

The Company has not granted / vested any stock options to Employees or Directors during the year under review. Out of total 3,106,250 stock options outstanding at the beginning of the year, 487,500 stock options lapsed on account of leaving of service by Employees, due to resignation, retirement or otherwise. As at the end of the year 2,618,750 stock options remain granted amongst the Employees & Directors.

The first vesting as per the approved Employees Stock Option Scheme, 2010 of the Company will be on 28th July, 2012.

Quality Management Systems

Your Company is committed to continual quality improvement of all of its products, processes and services to meet customer requirements and expectations by means of a stringent Quality Management System (ISO 9001:2008). While your Company is also an ISO 14001:2004 (EMS) & OHSAS 18001:2007 certified, it's products are also certified for PED (97/23/EC) and AD 2000 W0. These certifications demonstrate the capability of our product to meet the stringent requirements of the European Union for Pressurized applications like boilers, pressure vessels, valves etc.

Research & Development

Your Company produces wide range of flat stainless steel products including austenitic, ferritic, martensitic and duplex grades and has global recognition for pioneering work towards development and commercialisation of 200 series of stainless steels. The wide spectrum encompasses from lean austenitic to super-austenitic, lean duplex to super-duplex, low cost ferritic to stabilized high chromium ferritic stainless steels. The range of stainless steels covers complete requirements of customers seeking materials that are lustrous, resistant to corrosion, withstand high temperatures, highly weldable and easy to deep draw. During the year under review, your Company has successfully developed and marketed high nitrogen austenitic stainless steel X8CrMnN18-18, lean duplex stainless steel UNS S32101 and stabilized high chromium ferritic stainless steel UNS S 44500.

Information Technology

Your Company is rapidly expanding its operational capacity with successful commissioning of its Phase II Odisha Plant. Given the growth strategy of the Company, the IT department is working on building a real-time, integrated, strong and stable ERP foundation to support its business growth imperatives. During the year, it has initiated an ERP lead, business transformation project to re-implement SAP ECC 6.0 version, which will cover all basic business, production and operational functionalities along with the supply chain management, treasury, IS-Mill, human resources and analytics solutions. This massive SAP-ERP implementation project, named as "Project Manthan" will have a total rollout period of approx. 2- 3 years for domestic and international operations.

Subsidiary Companies

As on 31st March, 2012, your Company has 17 direct and step down Subsidiaries, namely (i) Jindal Stainless UK Limited; (ii) Jindal Stainless FZE, Dubai; (iii) PT Jindal Stainless Indonesia; (iv) Jindal Stainless Italy S.r.l.; (v) Jindal Stainless Madencilik Sanayi VE Ticaret A.S., Turkey (vi) Jindal Stainless Steelway Limited; (vii) JSL Lifestyle Limited; (viii) JSL Architecture Limited; (ix) Green Delhi BQS Limited; (x) JSL Media Limited; (xi) JSL Group Holdings Pte. Ltd., Singapore; (xii) JSL Ventures Pte. Ltd., Singapore; (xiii) JSL Europe S.A., Switzerland; (xiv) JSL Minerals & Metals S.A., Switzerland; (xv) Jindal Aceros Inoxidables S. L., Spain; (xvi) JSL Logistics Limited and (xvii) Iberjindal S.L., Spain.

Pursuance to the general circular issued by the Ministry of Corporate Affairs, Government of India, the balance sheet, profit and loss account and other documents of the Subsidiary companies are not attached with the balance sheet of your Company. The annual accounts and other related documents of the Subsidiaries are available at the website of the Company and will be made available to any member of the Company who may be interested in obtaining the same. The annual accounts of the Subsidiary companies will be kept open for inspection by any shareholder at the registered office of the Company and of the respective Subsidiary companies during normal business hours. The consolidated financial statements of the Company include the financial results of all the Subsidiary companies.

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.

Directors

During the period under report, the Board of Directors appointed Mr. Ramesh R. Nair and Mr. Jitender P. Verma as Additiona

Directors with effect from 3rd November, 2011 and 9th February, 2012 respectively. The appointment of Mr. Ramesh R. Nair was subsequently approved by the Shareholders in the Extraordinary General Meeting held on 30th November, 2011. The Company has received a Notice pursuant to section 257 of the Companies Act, 1956, from a member signifying his intention to propose Mr. Jitender P. Verma as a candidate for the office of Director.

During the above period, Mr. Arvind Parakh has resigned from the Board of Directors of the Company with effect from 1st October, 2011. The Board places on record its appreciation for the valuable contribution made by him during his tenure.

Smt. Savitri Jindal, Mr. Naveen Jindal and Mr. Subash Singh Virdi, directors, will retire at the Annual General Meeting by rotation and, being eligible, offer themselves for re-appointment.

Brief resume of the above 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 section on corporate governance in the annual report.

Listing on Stock Exchanges

The equity shares of your Company are listed on the BSE Limited (BSE) and National Stock Exchange of India Limited (NSE). The annual listing fee for the year 2012-13 has been paid to both the stock exchanges where equity shares of your Company are listed. GDS of the company are listed at Luxembourg Stock Exchange.

Fixed Deposits

The company has accepted/renewed deposits amounting to Rs. 60,657,000 during the year under review. There were no overdue deposits on 31st March, 2012, except Rs.12,461,000/- which remain unclaimed.

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

The information relating to energy conservation, technology absorption, foreign exchange earnings and outgo required to be disclosed under The Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is given in Annexure-1 forming part of this report.

Particulars of Employees

As required by the provisions of section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended, the names and other particulars of the Employees are set out in the annexure to the Directors' report. However, as per the provisions of Section 219(1)(b)(iv) of the Companies Act, 1956, the report and accounts are being sent to all the shareholders of the Company excluding the aforesaid information. Any shareholder interested in obtaining such particulars may write to the Company Secretary at the registered office of the Company.

Auditors and Auditors' Report

M/s. Lodha & Co. and M/s. S.S. Kothari Mehta & Co., joint statutory auditors of the Company, hold office until the conclusion of the ensuing annual general meeting and are eligible for re-appointment. The Company has received letters from them to the effect that their appointments, if made, would be within the prescribed limits under section 224 (1B) of the Companies Act, 1956 and also that they are not otherwise disqualified within the meaning of sub section (3) of section 226 of the Companies Act, 1956, for such appointment.

The notes to the accounts referred to in the auditors' report are self-explanatory and, therefore, do not call for any further comments.

Cost Auditors

The Board of Directors has re-appointed M/s. Ramanath Iyer & Co., Cost Accountants, the cost auditors for conducting the audit of cost audit records in respect of Steel business for the financial year 2012-13 subject to approval of the Central Government. Application for approval of the Central Government for such re-appointment would be made by the Company. Particulars of Cost Auditor and Cost Audit Report, as required vide General Circular No. 15/2011 dated 11th April, 2011 issued by Cost Audit Branch, Ministry of Corporate Affairs, Government of India, are as under:

Name of the Cost Auditor:

M/s. Ramanath Iyer & Co.

Cost Accountants, BL-4 (Paschmi),

Shalimar Bagh, Delhi Ã 110 088.

Names and Membership No. of Partners of Firm

Ms. R. Parvathy, M. No. 13848 Dr. D. Jagannathan, M. No. 5839 Mr. V. A. Sundaram, M. No. 818

Due date for filing of Cost Audit Report for the financial year 2010-11 by the Cost Auditor with the Central Government

Within 180 days from the close of company's financial year, i.e. upto 27th September, 2011.

Date of actual filing of Cost Audit Report for the financial year 2010-11 with the Central Government.

Cost Audit Report for the financial year 2010-11 was filed with the Central Government on 27th September, 2011.

Dematerialisation of Shares

The members are aware that the Company's equity shares are under compulsory trading in dematerialised form for all categories of investors. The members are, therefore, again advised to get their shares dematerialised as trading of the shares will have to be in the electronic form only.

Directors' Responsibility Statement

Pursuant to the requirement under section 217(2AA) of the Companies Act, 1956 with respect to directors' responsibility statement, it is hereby confirmed that:

(a) in the preparation of the annual accounts, the applicable accounting standards have been followed;

(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, 2012 and of the profit or 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, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

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

Corporate Governance

A separate section on corporate governance and a certificate from the practicing company secretary regarding compliance of conditions of corporate governance as stipulated under clause 49 of the listing agreement with the stock exchanges, forms part of the annual report.

Management Discussion and Analysis Report

Management discussion and analysis report as required under the listing agreements with the stock exchanges is enclosed with this 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 Savitri Jindal

Date :29th May, 2012 Chairperson

Mar 31, 2011

THE MEMBERS,

The directors are pleased to present the 31st annual report on the business and operations of your Company together with the audited statement of accounts for the year ended 31st March, 2011.

Financial Results

Your Company's performance for the financial year ended 31st March, 2011 is stated below:

(Rs. in crore)

Standalone Consolidated

Particulars Year Ended Year Ended Year Ended Year Ended

31.03.2011 31.03.2010 31.03.2011 31.03.2010

Gross Sales and Operational Income 7,330.09 6,119.44 8,015.96 6,493.24

Total Income 6,840.50 5,773.40 7,534.42 6,156.45

Earning before Interest, Depreciation, Tax & Amortisation (EBIDTA) 1,082.32 1,076.78 1,174.93 1,122.03

Interest & Bank Charges 333.05 399.39 381.26 440.77

Depreciation/ Amortisation 356.14 339.89 395.46 374.71

Profit Before Tax & Exceptional Items 393.13 337.50 398.21 306.54

Exceptional Items - Gain 54.22 232.87 74.77 291.55

Profit Before Tax 447.36 570.38 472.97 598.09

Net Profit after Tax & Exceptional Items 318.34 378.48 318.77 391.94

Share in Profit/ (Loss) of Associate - - (0.49) (0.04)

Minority Interest - - 4.11 (0.02)

Net Profit 318.34 378.48 314.17 391.92 (After Adjustment for Associate & Minority Interest)

Add:

Amount brought forward 374.65 - 379.67 -

Debenture Redemption Reserve written back 23.59 36.00 23.59 36.00

Total 716.58 414.48 717.43 427.92

Pre-Acquisiton Profits Transferred to Capital Reserve/Goodwill - - - 0.23

Profit / (Loss) available for Appropriation 716.58 414.48 717.43 427.69

Less: Debenture Redemption Reserve - 39.83 - 39.83

Less: General Reserve - - 13.04 8.19

Profit / (Loss) carried to Balance Sheet 716.58 374.65 704.39 379.67

During the year, the consolidated Total Sales of your Company has gone up by around 23% at Rs. 8,016 crore as compared to Rs. 6,493 crore during previous financial year 2009-10. Consolidated Earnings before interest, depreciation, tax and exceptional item stood at Rs. 1,175 crore as compared to Rs. 1,122 crore during previous year. Consolidated Net Profit after tax & exceptional item is Rs. 319 crore in comparison to Rs. 392 crore during previous year.

Change of Name

During the year, name of the Company has been changed from JSL Limited to JSL Stainless Limited. Consequent upon change of name, the Registrar of Companies, has issued fresh Certificate of Incorporation on 6th August, 2010.

Operations

Your Company is the largest integrated stainless steel Company in India producing diversified stainless steel flat products. Presently, it has three manufacturing facilities in India, located at Hisar in the state of Haryana, Jajpur in the state of Odisha, and Vizag in the state of Andhra Pradesh. The facilities include captive chromite mines, ferro-alloy facilities, captive thermal power plants, coke oven and stainless steel melting, hot rolling, cold rolling and downstream value-added facilities. With the melting capacity of around 1.6 million tons, your company has further strengthened its leadership position in the Asian stainless steel markets.

(A) Hisar Division

During the year ended March 31, 2011, the stainless steel production has gone up to 701,814 tons as compared to previous year production of 677,841 tons. Further, the sales volumes has also grown up to 640,404 tons as compared to previous year sales volume of 606,854 tons.

During the year, Hisar unit installed one more Submerged Arc Furnace to recover the materials from the various processes, bye-products and wastes like pollution dust, mill scales and pickling sludge. In view of growing special steel and precision strips requirement your company has initiated a project to increase its 0.10 mm blade steel capacity to 12,000 tons per annum which will be completed by the end of current financial year.

(B) Odisha Division

Integrated Stainless Steel Project at Odisha

Your company has successfully installed steel making facility, with capacity of 8,00,000 tons per annum at Jajpur, Odisha and has also started rolling of stainless steel products from this facility. The project initially conceived in SEZ, is under process of de-bonding/de-notification due to the changing global business scenario. The company has received in-principle approval for de-notification of the notified sector specific SEZ for Stainless Steel and the approval for final de-notification is awaited from the Board of Approval, Ministry of Commerce and Industry, New Delhi. The ramp-up and stabilization of finishing facilities under the project is expected during financial year 2011-12.

The company is on the point of inflexion with substantial growth in capacities resulting from development of phase II of the Odisha project. Phase II growth of the Odisha project has been satisfactory which will now give a big boost to JSL Stainless total capacity.

Ferro Alloys, Captive Thermal Power Plant Division and Chromite Mines

The Ferro Alloys production during the year was 91,372 tons. A significant feature of this production was the successful production of Ferro Chrome from the 27.6 MVA furnaces in a more cost competitive manner, making use of higher percentage of low cost carburisers instead of imported LAM Coke.

The Production of Power at 250 MW thermal power plant was 1,312 (Net) million units despite a reduced purchase of power by the State Electricity Grid during the later half of the year. However, your company successfully commissioned a 14 MW Boiler of Thermax design and supply, and the facility is now fully operational, with this the total power plant capacity has reached 264 MW.

The Chromite Mines division produced 25,855 tons of Chrome Ore Concentrate which is much higher than the previous year production and also achieved 11,033 tons of Chrome Ore production for the year.

Coke Oven Division

During the financial year 2010-11 your company has leased out the coke oven facility and has entered into long term job work arrangement for conversion of coal into coke. The coke oven batteries have now successfully started production of metallurgical coke with gradual ramp-up. For the year ended 31st March, 2011, the total production out of the coke oven facility stands at 49,299 tons of Coke.

(C) Vizag Division

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 82.09% of the Installed capacity by producing 32,836 tons of High Carbon Ferro Chrome during the year 2010-11 as compared to 32,681 tons during the preceding year.

Corporate Debt Restructuring (CDR)

Your company has executed the required documentation for the implementation of the CDR scheme and also has operationalised the Trust & Retention Agreement (TRA) account with the monitoring institution. Further, the security creation process, including mortgage of company's assets, pledge of promoter shares and subsidiary shares, for the benefit of CDR lenders has also been completed as per the approved CDR scheme.

Share Capital

During the year, the Company allotted 17,33,620 equity shares of Rs. 2 each upon conversion of 950 Convertible Bonds of US$ 5,000 each into equity shares.

As on 31st March, 2011, the subscribed and paid up share capital of the Company stands at Rs. 37,46,31,584/- divided into 187,315,792 equity shares of Rs. 2 each.

Dividend

The directors do not recommend declaration of any dividend on equity shares for the year ended 31st March, 2011 in order to conserve the resources for future years.

Employees Stock Option Scheme

On 28th July, 2010, the company has granted 3,577,500 stock options to eligible employees of the company, its subsidiaries including non executive directors (excluding Nominee Director), as per Company's Employee Stock Option Scheme, 2010 (ESOP 2010) issued in accordance with the SEBI (Employees Stock Option Scheme and Employees Stock Purchase Scheme) Guidelines, 1999. The exercise price of stock options is Rs. 75/- per share which would gradually vest over a maximum period of 4 years from the date of grant based on specified criteria, as may be decided by Compensation Committee. The applicable disclosures as stipulated under SEBI (Employees Stock Option Scheme and Employees Stock Purchase Scheme) Guidelines, 1999 are enclosed as Annexure to the Directors' Report.

Quality Systems

JSL Stainless Ltd. has adopted best in class Quality Standards in all Business Processes and Products offerings. Your company is continuously increasing customer value prepositions through its' versatile product baskets. Over the years, the company has Institutionalized "Value Innovation" which enables meeting differential needs of customers at lower cost.

Research & Development

Your company manufactures a wide variety of austenitic, ferritic, martensitic and duplex varieties of stainless steels and has global recognition for pioneering work towards development and commercialization of 200 series of stainless steels. It is actively engaged in the development of new value added stainless steels for highly corrosive environments.

During the year under review, your company has successfully developed and marketed super-duplex stainless steel UNS S32760 which is most highly alloyed duplex stainless steel figuring in international specifications and intended for service under arduous conditions such as sea water system, oil and gas industry, paper and pulp industry and sulfuric and phosphoric acid plants. This has enabled the company to offer wide spectrum of duplex stainless steels ranging from lean duplex to super duplex.

It has also developed and successfully exported super-ferritic grade 446(UNS S 44600), used for elevated temperature applications. Another achievement is technology for super specialty grade EQ347 with very high ferrite content used as strip cladding material in large hydrocarbon reactors.

Information Technology

Your company has done major enhancement in SAP R/3 to meet the growing business requirement at Jajpur, Hisar & other locations. All the critical business processes are running on SAP R/3. Our SAP data center at Hisar fulfills the green IT norms and running in a secure 24x7 operational environment. It also reflects that we are committed to follow the Green IT norms for environment cause.

Your company has taken the following noteworthy initiatives during last year.

- IT Infrastructure upgrade

- SAP implementation in Patalganga Stockyard

- Major enhancement in SAP R/3 modules to meet the new business process automation requirement as per best practices

- Significant cost reduction in IT OPEX

- Complete IT project management in a very structured framework to ensure timely delivery

Your company has already taken necessary steps to build strong infrastructure for SAP R/3 & BI Technical upgrade. Your company is going for SAP technical upgrade and also functional upgrade, wherever required. Your company is partnering with world renowned companies to build world class IT Infrastructure and implementation of world's best practices for metal & minerals vertical.

Subsidiary Companies

The Company, as on 31st March, 2011 has 17 direct and step down subsidiaries, namely (i) Jindal Stainless UK Limited; (ii) Jindal Stainless FZE, Dubai; (iii) PT Jindal Stainless Indonesia; (iv) Jindal Stainless Italy S.r.l.; (v) Jindal Stainless Madencilik Sanayi VE Ticaret A.S., Turkey (vi) Jindal Stainless Steelway Limited; (vii) JSL Lifestyle Limited; (viii) JSL Architecture Limited; (ix) Green Delhi BQS Limited; (x) JSL Media Limited; (xi) JSL Group Holdings Pte. Ltd., Singapore; (xii) JSL Ventures Pte. Ltd., Singapore; (xiii) JSL Europe S.A., Switzerland; (xiv) JSL Minerals & Metals S.A., Switzerland; (xv) Jindal Aceros Inoxidables S. L., Spain; (xvi) JSL Logistics Limited; and (xvii) Iberjindal S.L.

In pursuance of the general circular issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, Profit and Loss Account and other documents of the subsidiary companies are not being attached with the balance sheet of the company. The annual accounts and other related documents of the subsidiaries are available at the website of the company and will be made available to any member of the company who may be interested in obtaining the same. The annual accounts of the subsidiary companies will be kept open for inspection by any shareholder at the registered office of the company and of the respective subsidiary companies. The consolidated financial statements of the company include the financial results of all the subsidiary companies.

The members, if they desire, may write to Company Secretary at O.P. Jindal Marg, Hisar Ã 125 005 (Haryana) to obtain the copy of the annual report of the subsidiary companies.

Directors

During the period under report, the Board of Directors has appointed Mr. Rajeev Bakshi as additional director with effect from 23rd July, 2010. The Company has received Notice pursuant to section 257 of the Companies Act, 1956, from member signifying his intention to propose Mr. Rajeev Bakshi as candidate for the office of Director.

During the above period, Mr. N.P. Jayaswal and Dr. L.K. Singhal have resigned from the Board of Directors of the Company with effect from 6th April, 2010 and 29th April, 2010 respectively. The Board places on record its appreciation for the valuable contribution made by them during their tenure.

Mr. Arvind Parakh, Mr. Suman Jyoti Khaitan and Mr. T.S. Bhattacharya, directors, will retire at the annual general meeting by rotation and, being eligible, offer themselves for re-appointment.

Brief resume of the above 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 section on corporate governance in the annual report.

Listing on Stock Exchanges

The equity shares of your company are listed on the Bombay Stock Exchange Ltd. (BSE) and National Stock Exchange of India Ltd. (NSE). The annual listing fee for the year 2011-12 has been paid to both the stock exchanges where equity shares of your company are listed. GDS of the company are listed at Luxembourg Stock Exchange.

Fixed Deposits

The company has accepted/renewed deposits amounting to Rs. 16,99,51,000/- during financial year 2010-11. There were no overdue deposits on 31st March, 2011, except Rs. 1,55,96,000/- which remain unclaimed.

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

The Information relating to energy conservation, technology absorption, foreign exchange earnings and outgo required to be disclosed under The Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is given in AnnexureÃ1 forming part of this report.

Particulars of Employees

As required by the provisions of section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended, the names and other particulars of the employees are set out in the annexure to the directors' report. However, as per the provisions of Section 219(1)(b)(iv) of the Companies Act, 1956, the report and accounts are being sent to all the shareholders of the company excluding the aforesaid information. Any shareholder interested in obtaining such particulars may write to the company secretary at the registered office of the company.

Auditors and Auditors' Report

M/s. Lodha & Co. and M/s. S.S. Kothari Mehta & Co., joint statutory auditors of the Company, hold office until the conclusion of the ensuing annual general meeting and are eligible for re-appointment. The Company has received letters from them to the effect that their appointments, if made, would be within the prescribed limits under section 224 (1B) of the Companies Act, 1956 and also that they are not otherwise disqualified within the meaning of sub section (3) of section 226 of the Companies Act, 1956, for such appointment. The notes to the accounts referred to in the auditors' report are self-explanatory and, therefore, do not call for any further comments.

Cost Auditors

The Board of Directors has re-appointed M/s. Ramanath Iyer & Co., Cost Accountants, the cost auditors for conducting the audit of cost audit records in respect of Steel business and Electricity business for the financial year 2011-12 subject to approval of the Central Government. Application for approval of the Central Government for re-appointment would be made. Particulars of Cost Auditor and Cost Audit Report, as required vide General Circular No. 15/2011 dated 11th April, 2011 issued by Cost Audit Branch, Ministry of Corporate Affairs, Government of India, are as under:

Name of the Cost Auditor

M/s. Ramanath Iyer & Co.

Cost Accountants, BL-4 (Paschmi),

Shalimar Bagh, Delhi Ã 110 088.

Names and Membership No. of Partners of Firm

Ms. R. Parvathy, M. No. 13848

Mr. D. Jagannathan, M. No. 5839

Mr. V. A. Sundaram, M.No. 818

Due date for filing of Cost Audit Report for the financial 2009-10 by the Cost Auditor with the Central Government

Within 180 days from the close of company's financial year, i.e. upto 27th September, 2010.

Date of filing of Cost Audit Report for the financial year 2009-10 with the Central Government.

Cost Audit Report for the financial year 2009-10 was filed by the Cost Auditor with the Central Government on 27th September, 2010.

Dematerialisation of Shares

The members are aware that the company's equity shares are under compulsory trading in dematerialised form for all categories of investors. The members are, therefore, again advised to get their shares dematerialised as trading of the shares will have to be in the electronic form only.

Directors' Responsibility Statement

Pursuant to the requirement under section 217(2AA) of the Companies Act, 1956 with respect to directors' responsibility statement, it is hereby confirmed that:

(a) in the preparation of the annual accounts, the applicable accounting standards have been followed;

(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, 2011 and of the profit 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, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; and

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

Corporate Governance

A separate section on corporate governance and a certificate from the practicing company secretary regarding compliance of conditions of corporate governance as stipulated under clause 49 of the listing agreement with the stock exchanges, forms part of the annual report.

Management Discussion and Analysis Report

Management discussion and analysis report as required under the listing agreements with the stock exchanges is enclosed with this 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 Savitri Jindal

Date :27th May, 2011 Chairperson

Mar 31, 2010

The directors are pleased to present the 30th annual report on the business and operations of your Company together with the audited statement of accounts for the year ended 31st March, 2010.

Financial Results

Your Companys performance for the financial year ended 31st March, 2010 is stated below:

(Rs.inCrore) Year Ended Year Ended 31.03.2010 31.03.2009 Gross Sales & Income from Operations 611.44 5295.05 Less: Excise duty 362.89 447.74 Net Sales/Income from Operations 5756.55 4,853.31 Add: Other Income 16.85 19.80 Total Sales/Income 5773.40 4,873.11 Profit before Interest, Depreciation, Tax and exceptional item 1076.78 358.80 Less: Interest/Bank Charges 399.39 317.59 Depreciation/Amortisation 339.89 313.08 Exceptional items-Gain/(Loss) 232.87 (594.94) Provision for Tax 43.78 0.07 MAT Credit entitlement (43.72) - Provision for Deferred Tax 191.83 (288.56) Fringe benefit tax - 1.26 Previous year taxation adjustment - 0.24 Net Profit / (Loss) after Tax & Exceptional Item 378.48 (579.82) Add: Amount brought forward - 62.51 Debenture Redemption Reserve written back 36.00 - Profit / (Loss) available for Appropriation 414.48 (517.31) Less: Debenture Redemption Reserve 39.83 - Profit / (Loss) carried to Balance Sheet 374.65 (517.31)

Despite another challenging year for the global stainless steel industry, your Company has made a strong comeback from the global downturn effect of the previous year. It has set new landmarks for its operational performance amidst extra-ordinary challenges faced in terms of price volatiKty and demand reduction.

During the year, the turnover of your Company has gone up by 15.57% at Rs.6119.44 crore as compared to Rs.5295.05 crore during previous financial year 2008-09. Profit before interest, depreciation, tax and exceptional item stood at Rs.1076.78 crore, up by 200 11% as compared to Rs.358.80 crore during previous year. Net Profit after tax & extraordinary item is Rs.378.48 crore in comparison to loss of Rs 579.82 crore during previous year.

Operations

Your Company is the largest integrated stainless steel Company in India producing diversified stainless steel flat products. Presently, it has three manufacturing facilities in India, located at Hisar in the state of Haryana, jajpur in the state of Onssa, and Vi.ag in the state of Andhra Pradesh. The facilities include captive chromite mines, ferro-aUoy facilities, captive thermal power plants and stainless steel melting, hot rolling, cold rolling and downstream value-added facilities.

(A) Hisar Division

During the year ended March 31, 2010, the Hisar division implemented certain capital expenditures for productivity and efficiency improvements including intelligent refining system, carbon oxygen jet injection systems L an improved pollutionControl system at melting facilities to optimize resource utilization, save energy costs, and reduce environmental impact. During the year Hot rolling unit produced 677,841 tons of stainless steel slabs and 652,628 tons of hot rolled products. Also, as part of your companys initiation for forward integration, new pickling facility has been successfully commissioned increasing the Hot Rolled Annealing and Pickling capacity by 100,000 MT per annum which would cater to both domestic and export market. During the year, Cold rolling unit produced 200,177 tons of cold rolled annealed pickled (CRAP) and 112,648 tons of hot rolled annealed pickled (HRAP) saleable products. Further, the special product division of the Company has produced 5,093 tons of coin blanks and 20,125 tons of special steel, during the year.

(B) Orissa - Ferro Alloys, Captive Thermal Power Plant Division and Chromite Mines

The ferro-alloy production during the year has shown substantial growth. Ferro Alloys division produced 128,712 tons of ferro-alloys, which is the highest ever achievement of the Company. The production of power at 250 MW thermal power plant has also achieved highest ever generation of 1,589 million units. The sourcing of raw materials speciaUy chrome ore and Manganese Ore remains an issue of substantial challenge for Ferro-Alloy division.

Chromite mines division produced 3,946 tons of Chrome Ore and 22,833 tons of concentrate chrome Ore. The Chrome Ore Beneficiation Plant-II commissioned in August, 2009.

(C)Vi2ag Division

The Vizag Plant produces High Carbon Ferro Chrome (HCFC) with annual capacity of 40,000 tons per annum. The chrome ore required for the production of HCFC is sourced from our chrome ore mines at Sukinda. The majority of our HCFC product is supplied to the Hisar division and the balance is sold in the export market. This division produced 32,681 tons of High Carbon Ferro Chrome during the year 2009-10 as compared to 31,901 tons during the preceding year.

Integrated Stainless Steel Project at Orissa

Your company is currently implementing the Phase-II of the Orissa project envisaging production of 1,000,000 tons of stainless steel. As part of this project, three major production units are being set up, steel melt shop! hot rolling tandem mill & cold rolling complex comprising hot rolled annealed picHed line and cold rolled annealed pickled line & associated finishing facilities.

Execution of civil and structural works for these units is at the advanced stage of completion. Erection of critical equipments and structures are also under progress.

Corporate Debt Restructuring

In view of the losses suffered by your Company in FY 2008-09 and to meet the ongoing commitments towards the implementation of the Orissa Phase II project, your Company had sought the restructuring of its debt under Corporate Debt Restructuring (CDR) mechanism to ensure its long term viability The debt restructuring scheme (the Scheme1) under Corporate Debt Restructuring CDR mechanism has been approved by the Empowered Group of CDR CDR EG) and Letter of Approval (LOA) issued on 23rd January 2010. Pursuant to this, a Master Restructuring Agreement (MRA) has been executed on 26th March 2010 with majority of Lenders/The scheme inter-alia includes restructuring of re-payment schedule, reduction/adjustment in interest rates and additional security in favour of CDR lenders by part pledge of shares under promoters control. Documentation towards the execution of the terms as set out in the MRA is under process.

Share Capital

During the year, the Company allotted 2,34,47,240 equity shares of Rs.2 each at a price of Rs.105.50 per share including premium of Rs.103.50 per share, aggregating Rs.2,47,36,83,820 to Qualified Institutional Buyers.

As on 31st March, 2010, the subscribed and paid up share capital of the Company stands at Rs.371,164,344 divided into 185,582,172 equity shares of Rs.2 each.

Dividend

The directors do not recommend declaration of any dividend on equity shares for the year ended 31st March, 2010 in order to conserve the resources for future years.

Quality and ISO Certifications

In the journey towards being the doyens in stainless steel manufacturing, your Company has benchmarked its processes in the field of Quality, Safety, Health and Environment. It is the policy of your Company to ensure that safety, health and environmental requirements are well planned and executed within the organization and form an integral part of the JSLs Total Quality Program.

Your Company is an ISO 9001:2008, ISO 14001:2004 and BS OHSAS 18001:2007 certified concern, where out sole objective is not just to satisfy the customer but to delight him. The concern for the environment is integral to its business strategy towards sustainability and it strives to fulfill all the environmental obligations and commitments towards being a responsible global corporate citizen. This is achieved by improving resource efficiency in operations, especially for key resources such as energy and water, adopting the 3-R< (reduce, reuse and recycle) philosophy for all types of wastes towards prevention of pollution and dispose of inevitable wastes and Set, monitor, and review objectives and targets on an ongoing basis towards achieving continuous improvement in environmental performance and the overall environmental management system.

Research & Development

Your Company produces a wide variety of austemtic, ferntic, martensitic and duplex varieties of stainless steels and has global recognition for pioneering work towards development and commercialization of 200 series of Stainless Steels. It is actively engaged in the development of new value added stainless steels and towards redesigning alloy compositions to reduce cost and enhance quality attributes.

During the year under review, your Company has developed a highly corrosion resistant austemtic stainless steel UNS S 31727 for power plants using high sulfur coal and a super-austemtic stainless steel EN 1.4529 (UNS N 08367) which is a highly corrosion resistant and salt water resistant material used for a broad range of very corrosive environments in the chemical industry and in shore based power plants. It has also developed and successfully exported several martensitic stainless steels with very high hardenability such as ASTM 431 and EN 1.4116 and also supplied highly corrosion resistant duplex stainless steels UNS S 31803 & UNS S 32205 in both hot and cold rolled conditions. The Company has also manufactured stabilized ferntic flat products with high corrosion resistance such as 436L, 439 & 441.

Information Technology

Your company has implemented SAP R/3 ERP System, to streamline, integrate and improve the business processes across the organization. All critical business processes run on SAP and now this is the only Application Software running across the organization, having replaced all legacy systems. Our world class Data Center is located in Hisar, where all the SAP servers are installed and running in a secure 24/7 operational environment.

Over the last year, your Company has taken several noteworthy initiatives, as follows:

- Service Centers in Chennai and Patalganga. Rollout to Spain Service Center is in progress

- Implementation of Open Source Tool (Nagios) for Network Monitoring, at Zero Capex

- Reduction in Opex by 28 % YOY

- Consolidation of SAP Manpower at all locations

- Successful implementation of E-curement Solution

- Deployment of Green IT solutions

This year, your Company is planning to upgrade the current version of SAP (R/3 4.7) to the latest version (ECC 6.0). This will provide better functionality as well as compliance with IFRS. Along with this upgrade, we are also planning to create a Disaster Recovery (DR) site at another location, to take care of Business Continuity in case of any calamity.

Subsidiary Companies

The Company, as on 31st March, 2010 has 17 direct and step down subsidiaries, namely (i) jindal Stainless UK Limited; (11) jindal Stainless FZE, Dubai; (ill) PT jindal Stainless Indonesia; H jindal Stainless Italy S.r.l, (v) jindal Stainless MadenciMk Sanayi VE Ticaret A.S., Turkey (vi) jindal Stainless Steelway Limited; (vii) Austemtic Creations Private Limited; (vm) jindal Architecture Limited; (ix) Green Delhi BQS Limited; (x) Panvartan City Infrastructure Limited; (xi) JSL Group Holdings Pte. Ltd., Singapore; (xii) JSL Ventures Pte. Ltd., Singapore; (xm) JSL Europe S.A., Switzerland; (xiv) JSL Minerals & Metals S.A., Switzerland; (xv) jindal Aceros Inoxidables S. L , Spain; (xvi) JSL Logistics Limited; (xvu) Iberjindal S.L.

The members may refer to the Statement under Section 212 of the Compames Act, 1956 and the information on financial of subsidiaries appended to the above statement in this Annual Report for further information of these subsidiaries. The Company has applied to Mimstry of Corporate Affairs for granting its approval for not attaching the annual reports of the subsidiaries with the Annual Report of the Company for the financial year ended 31st March, 2010, which is awaited.

The members, if they desire, may write to Company Secretary at OP jindal Marg, Hisar - 125 005, Haryana to obtain the copy of the annual report of the subsidiary compames.

Directors

During the period under report, the Board of Directors has appointed Mr. James Mstair Kirkland Cochrane and Mr. jurgen Hermann Fechter as additional directors with effect from 9th March, 2010 and Mr Subash Singh Virdi as additional director, designated as "Executive Director and Chief Operating Officer" with effect from 6th April, 2010. The Company has received Notice pursuant to section 257 of the Companies Act, 1956, from members signifying their intention to propose above additional directors namely Mr. James Alistair Kirkland Cochrane, Mr. Jurgen Hermann Fechter and Mr. Subash Singh Virdi as candidates for the office of Directors. State Bank of India has also nominated Mr. Gautam Kanjilal as Nominee Director on the Board of your Company.

During the above period, Mr. T.R. Sridharan, Mr. N.P. Jayaswal and Dr. L.K. Singhal have resigned from the Board of Directors of the Company with effect from 29th January, 2010, 6th April, 2010 and 29th April, 2010 respectively. Mr. Satish Tandon also ceased to be a director with his sad demise on 2nd October, 2009. The Board places on record its appreciation for the valuable contribution made by them during their tenure.

Smt. Savitn Jindal and Mr. Naveen Jindal, directors, will retire at the annual general meeting by rotation and, being eligible, offer themselves for re-appointment.

Brief resume of the above directors, nature of their expertise in specific functional areas, details of directorship in other companies and the membership/ chairmanship of committees of L board, as stipulated under clause 49 of the listing agreement with the stock exchanges, are given in the section on corporate governance in the annual report.

Change of Name

In order to more appropriately connect and reflect the core activity of the Company, it is proposed to change the name of the Company from "JSL Limited" to "JSL Stainless Limited".

The Registrar of Companies, Delhi & Haryana has already granted availability of the said name. Accordingly a special resolution has been proposed in the ensuing Annual General Meeting to obtain consent of the Shareholders pursuant to the provisions of section 21 of the Companies Act, 1956 to change the name of the Company from JSL Limited to JSL Stainless Limited.

Listing on Stock Exchanges

The equity shares of your company are listed on the Bombay Stock Exchange (BSE) and National Stock Exchange (NSE). The annual listing fee for the year 2010-11 has been paid to both the stock exchanges where equity shares of your company are listed. GDS of the company are listed at Luxembourg Stock Exchange.

Fixed Deposits

The company has accepted/renewed deposits amounting to Rs.79,67,29,000/- during financial year 2009-2010. There were no overdue deposits on 31 st March, 2010, except Rs.99,99,000/- which remain unclaimed.

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

The Information relating to energy conservation, technology absorption, foreign exchange earnings and ou%o required to be disclosed under the Companies disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is given in Annexure-1 forming part of this report.

Particulars of Employees

As required by the provisions of section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended, the names and other particulars of the employees are set out in the annexure to the directors report. However, as per the provisions of Section 219(l)(b)(iv) of the Companies Act, 1956, the report and accounts are being sent to all the shareholders of the company excluding the aforesaid information Any shareholder interested in obtaining such particulars may write to the company secretary at the registered office of the company.

Auditors and AuditorsReport

M/s. Lodha & Co. and M/s. S.S. Kothan Mehta & Co., statutory auditors of the Company, hold office until the conclusion of the ensuing annual general meeting and are eligible for re-appointment. The Company has received letters from them to the effect that their appointments, if made, would be within the prescribed limits under section 224 (IB) of the Companies Act, 1956 and also that they are not otherwise disqualified within the meaning of sub section (3) of section 226 of the Companies Act, 1956, for such appointment.

The notes to the accounts referred to in the auditors report are self-explanatory and, therefore, do not call for any further comments.

Cost Auditors

The Board of Directors has re-appointed M/s. Ramanath Iyer & Co., Cost Accountants, the cost auditors for conducting the cost

for re-appointment has already been made.

Dematerialisation of Shares

The members are aware that the companys equity shares are under compulsory trading in dematerialised form for all categories of investors. The members are, therefore, again advised to get their shares dematerialised as trading of the shares will have to be in the electronic form only.

Directors Responsibility Statement

Pursuant to the requirement under section 217(2AA) of the Companies Act, 1956 with respect to directors responsibility statement, it is hereby confirmed that:

(a) in the preparation of the annual accounts, the applicable accounting standards have been followed;

(b) the directors have selected such accounting policies and applied them consistendy 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, 2010 and of the profit 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, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; and

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

Corporate Governance

A separate section on corporate governance and a certificate from the practicing company secretary regarding compliance of conditions of corporate governance as stipulated under clause 49 of the listing agreement with the stock exchanges^ forms part of the annual report

Management Discussion and Analysis Report

Management discussion and analysis report as required under the listing agreements with the stock exchanges is enclosed with this 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 Savitri jindal Place : New Delhi Chairperson

Date : 31st May, 2010

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