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Directors Report of Jindal Stainless Ltd.

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 – 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 – for utensil application, Grades 304 & 409L – for tubing application, Grade 409L – 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 – Al Killed) and HR Strips in coil form (Grade E 250, Quality – 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 – 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) – 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 – 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 – II (A) and Annexure – 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 – 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 –IV.

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 – 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 – 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-à-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-à-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, 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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