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Directors Report of JSW Holdings Ltd.

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting the Fourteenth Annual Report together with the Audited Annual Accounts of your Company for the year ended 31st March, 2015.

1. Financial Results

Your Company has achieved a very good financial performance during the financial year 2014-15, which is summarized below:

(RS. in lacs)

Particulars Current Previous Year Year ended ended 31.03.2015 31.03.2014

Total Income 4,935.74 4,333.47

Profit Before Depreciation & Tax 4,630.11 4,097.79

Less : Depreciation 3.09 1.72

Profit Before Tax 4,627.02 4,096.07

Tax 956.00 800.07

Profit After Tax 3,671.02 3,296.00

Add : Balance brought forward 15,781.94 13,145.19 from previous year

Amount available for 19,452.96 16,441.19 Appropriation

Less : Appropriations: Transfer to Reserve Fund Nil 659.25

Balance carried to Balance Sheet 19,452.96 15,781.94

2. Dividend

Your Directors have deemed it prudent not to recommend any dividend on equity shares for the year ended 31st March, 2015, in order to conserve the resources for the future years.

3. Review of Operations

Your Company has recorded a very good performance during the year under review. The Company has received during the year, Income by way of Dividend of RS. 1956.64 lacs, Interest of RS. 2238.29 lacs, Pledge Fees of RS. 737.92 lacs, and Other income of RS. 2.89 lacs, the Total Income is RS. 4,935.74 lacs as against Total Income of RS. 4,333.47 lacs in the previous year. The Profit before depreciation and tax is RS. 4,630.11 lacs. After providing for depreciation of RS. 3.09 lacs and Tax of RS. 956.00 lacs, the Net Profit is RS. 3,671.02 lacs as against RS. 3,296.00 lacs in the previous year, an increase of around 11%.

4. Future Prospects

The liberalization of industrial policy and other initiatives taken by the Government have given a definite impetus for entry, participation and growth of the private sector in the steel industry. Due to rapid rise in production, India became the 4th largest producer of crude steel, largest producer of sponge iron or DRI in the world and is geared to become the world''s second largest producer of steel by 2015-2016. Steel demand in India will grow in single digit in 2015 buoyed by government''s invigorates infrastructure spending.

The Indian steel industry continued to showcase trends of higher consumption of finished steel. Currently, the steel consumption in India is second only to China. However, with the steel consumption in China expected to moderate at around 3%, India is likely to emerge as the fastest growing steel consuming nation. Further, India''s current per capita finished steel consumption at 52 kg is well below the world average of 203 kg. With rising income levels expected to make steel increasingly affordable, there is vast scope for increasing per capita consumption of steel.

Steel demand, being derived from other sectors like automobiles, consumer durables and infrastructure, its fortune is dependent on the growth of these user industries. With advanced economies expected to do well in 2015, the global growth projection for 2015 is 5% with global steel demand to remain flattish at 0.5%.

Steel demand in India has remained weak so far in 2014- 15 amidst weak activity and poor sentiment; however, activity is expected to accelerate modestly in the coming years. Strengthening domestic consumption and improving external conditions will help underpin the growth of steel using sectors. Indian Steel demand is projected to grow at a healthy rate of 6-6.5% during FY 2016 backed by expected healthy economic growth, projected to grow at 8-8.5%.

Your Company is looking forward for a sustainable growth in its investee Companies in the coming years which would enhance the shareholders'' value. Considering the forecasted growth in the economy as a whole and the steel industry in particular, the Company expects to enhance its entrenched value for the benefit of the shareholders'' at large.

Your Company continues to hold significant investments in Equity Shares of JSW Steel Limited besides certain other investments in other O. P Jindal Group of Companies.

The Company will continue to focus on making long-term strategic investments in various new ventures promoted by JSW Group, a part of O. P Jindal Group, besides consolidating the existing investments through further investments in the existing companies.

5. Holding, Subsidiary & Associate Company

Your Company has neither any holding company nor a subsidiary company. No Company has become or ceased as subsidiary, associate or joint venture during the year under review. The following are the Associate Companies of your Company:

(i) Sun Investments Private Limited

(ii) Jindal Coated Steel Private Limited

(iii) Jindal Overseas Pte Limited.

6. Consolidated Financial Statements

In terms of Ministry of Corporate Affairs Notification dated 14th October, 2014 vide G.S.R. 723(E), the accounts of Associate Companies are not required to be consolidated, and hence, accounts of the Associate Companies are not consolidated for the F.Y 2014-15.

7. Fixed Deposits

Your Company has neither accepted nor renewed any deposits within the meaning of Section 73(1) of the Companies Act, 2013 and the rules made there under.

8. Extract of Annual Return

The extract of the Annual Return as required in Form No. MGT 9 is appended as Annexure A.

9. Number of meetings of the Board

The Board meets to discuss and decide on Company / business policy and strategy apart from other Board business. A tentative date of the Board and Committee Meetings is circulated to the Directors in advance to facilitate them to plan their schedule and to ensure meaningful participation in the meetings. However, in case of a special and urgent business need, the Board''s approval is taken by passing resolutions through circulation, as permitted by law, which are confirmed in the subsequent Board meeting. Usually the meetings of the Board/ Committees are held in Mumbai.

During the year under review, the Board met four times on 28.04.2014, 02.08.2014, 01.11.2014 and 20.01.2015. The maximum interval between two meetings did not exceed 120 days as prescribed under Companies Act, 2013 and Clause 49 of the Listing Agreement.

10. Directors Responsibility Statement

Pursuant to the requirements under Section 134(5) of the Companies Act, 2013, your Directors hereby state and confirm that:

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

b. they 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 at the end of the financial year on 31st March, 2015, and of the profit of the Company for that period;

c. they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. they have prepared the annual accounts on a going concern basis; and

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

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

11. Declaration of Independence

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under the Companies Act, 2013 and Clause 49 of the Listing Agreement. The following are the Non-Executive Independent Directors of the Company:

a) Dr. S.K. Gupta

b) Mr. Atul Desai

c) Mr. Imtiaz Qureshi

d) Mrs. Sutapa Banerjee

12. Company''s policy on Directors'', KMP & other employees'' appointment and remuneration

The Policies of the Company on Directors'', KMP & other employees'' appointment including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under sub-section (3) of section 178, is appended as Annexure B to this Report. The Remuneration Policy is forming part of Corporate Governance Report and detailed policy has also been published on the website http://www.jsw.in/investors/holdings/remuneration- policy for investor''s information.

13. Auditors

a. Statutory Auditors:

M/s. Shah Gupta & Co., Chartered Accountants, (Firm Registration No. 109574W) Mumbai, Statutory Auditors of the Company retire at the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. The Company has received confirmation that their appointment, if made, would be within the limits prescribed under Section 139 of the Companies Act, 2013, and that they are not disqualified for such appointment within the meaning of Section 141 of the Companies Act, 2013. As required under Clause 49 of the Listing Agreement, the auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India. Your Directors recommend re-appointment of M/s. Shah Gupta & Co., Chartered Accountants, the retiring auditors as the Statutory Auditors of the Company for the current financial year on a remuneration as may be fixed by the Board of Directors of the Company.

There are no qualifications, reservations or adverse remarks or disclaimers made by M/s. Shah Gupta & Co., Chartered Accountants in their report.

b. Secretarial Auditor:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. Sunil Agarwal & Co, Practicing Company Secretaries to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit Report in Form No. MR- 3 is appended as Annexure C.

There are no qualifications, reservations or adverse remarks or disclaimers made by the Secretarial Auditor in this report.

14. Particulars of loans or guarantees given, securities provided or investments made under Section 186 of the Companies Act, 2013

The Company has provided following loans and guarantees pursuant to Section 186 of the Companies Act, 2013:

Details for loans & investments:

A) Loans:

(RS. in lacs)

Name of the party Amount at the Transactions Balance at beginning of during the the end of the year year (Net) the year

Gagan Trading Co. Ltd. 314.20 (145.00) 169.20

Vrindavan Services 325.00 (325.00) Nil Pvt. Ltd.

Loans/Advances to 17,462.5 4631 22,093.5 Related Parties (Refer Note No.16(10) of Financial Statements)

Total 18,101.70 4161 22,262.70

B) Investments: Refer Note 7 of the Financial Statement

C) Details for securities given:

Name of the party Purpose for giving (RS. In lacs) security

JSW Techno Projects Pledge of shares for 65,208.14 Management Ltd. loan availed by them

15. Particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013

The particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013 in prescribed Form No. AOC - 2 is appended as Annexure D.

16. Material changes and commitments affecting the financial position of the Company

There have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.

17. Particulars regarding Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

As your Company is not engaged in any manufacturing activity, particulars under Section 134(3)(m) of the Companies Act, 2013, regarding conservation of energy, technology absorption are not applicable.

There were no foreign exchange transactions during the year.

18. Risk Management Policy

The Company has in place a Risk Management Policy to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed through risk response strategies and mitigating actions. All risks including investments are reviewed in the meetings of the Board of Directors. Risks related to operations, compliances & systems are reviewed in detail by the Audit Committee.

19. Corporate Social Responsibility

The Company has constituted a Corporate Social Responsibility (CSR) Committee in accordance with Section 135 of the Companies Act, 2013. The CSR Committee was constituted by the Board of Directors of the Company at its meeting held on April 28, 2014. The details about the CSR Policy developed and initiatives taken by the Company on Corporate Social Responsibility during the year under review to be provided as per the "annexure attached to the Companies (Corporate Social Responsibility Policy) Rules, 2014" have been appended as Annexure E to this Report.

20. Formal Annual Evaluation

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out the annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit, Nomination and Remuneration, Stakeholders'' Relationship, Risk Management and Corporate Social Responsibility Committees. A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Board''s functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance. A separate exercise was carried out to evaluate the performance of individual Directors, who were evaluated on parameters such as level of engagement and contribution, independence of judgement, safeguarding the interest of the Company and its minority shareholders etc. The performance evaluation of the Independent Directors was carried out by the entire Board. The Directors expressed their satisfaction with the evaluation process.

21. Significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and Company''s operations in future.

There are no significant and material orders passed by the Regulators or Courts or Tribunals which would impact the going concern status and the Company''s future operations.

22. Adequacy of Internal Financial Controls:

The Board of Directors in consultation with Internal Auditors have laid down the Internal Financial Control Framework, commensurate with the size, scale and complexity of its operations. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board. The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.

23. Directors

(a) Mr. Sajjan Jindal (DIN: 00017762), Chairman of your Company shall retire by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment.

(b) Your Directors have at their meeting held on January 20, 2015, re-appointed Mr. K. N. Patel as Managing Director of the Company, designated as Jit. Managing Director, CEO & CFO", for a further period of three years w.e.f. April 28, 2015.

(c) Pursuant to the provisions of Section 149 and other applicable provisions of the Companies Act, 2013, your Directors are seeking appointment of Mrs. Sutapa Banerjee as Independent Director for five consecutive years. Details of the proposal for appointment of Mrs. Sutapa Banerjee are mentioned in the Explanatory Statement under Section 102 of the Companies Act, 2013 annexed to the Notice.

The proposal regarding their appointment/re- appointment as Directors is placed for your approval.

(d) Dr. S.K. Gupta who was appointed as an Independent Director at the Company''s 13th Annual General Meeting held on August 02, 2014, would complete his term and ceased to be Director upon the conclusion of the ensuing 14th Annual General Meeting of the Company.

24. Reserve Bank of India''s Guidelines

Your Company is a Core Investment Company ("CIC") in terms of the Core Investment Companies (Reserve Bank) Directions, 2011. The Company continues to carry on the business permitted to CIC in terms of the Core Investment Companies (Reserve Bank) Directions, 2011.

25. Corporate Governance

Your Company has complied with the requirements of Clause 49 of the Listing Agreement on Corporate Governance.

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, Report on Corporate Governance along with the Auditors'' Certificate on its compliance is annexed separately to this Annual Report.

26. Management Discussion and Analysis Report

The Management Discussion and Analysis Report on the operations of the Company for the year under review, as required under Clause 49 of the Listing Agreement with the Stock Exchanges, is provided in a separate section and forms part of this Annual Report.

27. Human Resources

Your Company continues to put due emphasis on appropriate human resource development for its business. The employees of your Company and the Group fully identify with the Company''s and Group''s vision and business goals.

28. E-Voting Platform

In compliance with provisions of Section 108 of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, your Company is registered with NSDL for E-Voting services to set up an electronic platform to facilitate shareholders to cast vote in electronic form to exercise their right of voting at General Meetings /business to be transacted by means of voting through e-voting or poll or ballot paper as provided under the Companies Act, 2013.

29. Particulars of Employees and related disclosures

The information required to be disclosed in the Directors'' Report pursuant to Section 197 of the Companies Act, 2013, read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 have been appended as Annexure F to this Report.

The Annual Report including the aforesaid information is being sent electronically to all those members who have registered their email address and is also available on the Company''s website at www.jsw.in

Your Directors stated that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

30. Appreciation & Acknowledgements

Your Directors wish to express their sincere appreciation for the assistance and co-operation received from Banks, Reserve Bank of India, Depository Participant (Stock Holding Corporation of India) and other Government Agencies and Shareholders.

Your Directors also wish to place on record their appreciation for the valuable services rendered and the commitment displayed by the employees of the Company and look forward to their continued support in the future as well.

For and on behalf of the Board of Directors

Place : Mumbai Sajjan Jindal Date : May 13, 2015 Chairman


Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the Thirteenth Annual Report together with the Audited Annual Accounts of your Company for the year ended 31st March, 2014.

1. Financial Results

Your Company has achieved a very good financial performance during the financial year 2013-14, which is summarized below:

Financial Highlights

(Rs. in Lacs)

Particulars Current Previous Year Year ended ended 31.03.2014 31.03.2013

Total Revenue 4,333.47 2,939.69

Profit Before Depreciation & Tax 4,097.79 2,644.80

Less : Depreciation 1.72 0.15

Profit Before Tax 4,096.07 2,644.65

Tax 800.07 476.16

Profit After Tax 3,296.00 2,168.49

Add : Balance brought forward from 13,145.19 11,410.45 previous year

Amount available for appropriation 16,441.19 13,578.94 Less : Appropriation: Transfer to Reserve Fund 659.25 433.75

Balance carried to Balance Sheet 15,781.94 13,145.19

2. Dividend

Your Directors have deemed it prudent not to recommend any dividend on equity shares for the year ended 31st March, 2014, in order to conserve the resources for the future years.

3. Review of Operations

Your Company has recorded a very good performance during the year under review. The Company has received during the year, Income by way of Dividend of Rs. 1,787.47 Lacs, Interest of Rs. 1,818.13 Lacs, Pledge Fees of Rs. 637.64 Lacs, and Other income of Rs.90.23 Lacs, the Total Income is Rs. 4,333.47 Lacs as against Total Income of Rs. 2,939.69 Lacs in the previous year. The Profit before depreciation and tax is Rs. 4,097.79 Lacs. After providing for depreciation of Rs. 1.72 Lacs and Tax of Rs. 800.07 Lacs, the Net Profit is Rs. 3,296.00 Lacs as against Rs. 2,168.49 Lacs in the previous year, an increase of around 52%.

An amount of Rs. 659.25 Lacs was transferred to Statutory Reserve Fund pursuant to Section 45-IC of the Reserve Bank of India Act, 1934, during the financial year under review.

Pursuant to an internal realignment/reorganisation within the O. P. Jindal Group, equity shares of certain listed companies held by some of the investee companies have been transferred by way of gift to Danta Enterprises Pvt. Ltd., Sahyog Tradcorp Pvt. Ltd., Virtuous Trade corp Pvt. Ltd. and OPJ Trading Pvt. Ltd. (Transferee Companies), which are also part of the O. P. Jindal Group. This however, does not in any manner affect the interest of the Company as your company holds equity stake in the Transferee Companies such that the economic interest of your company pre and post realignment/reorganisation remains unchanged.

4. Future Prospects

The global steel industry continues to witness stable recovery in a period of heightened economic uncertainties. India became net steel exporter in the year 2013-14 after a gap of six years and is likely to maintain momentum in 2014-15. While higher exports were driven by volatility of rupee and mismatched demand- supply situation in the country; imports were lower mainly due to slowdown in the domestic economy. Domestic steel demand continues to remain under stress and recorded growth at a slower pace during the year under review.

Acceleration in infrastructure spending, lower interest rates to trigger demand for automobiles & consumer durables and opening of mines to drive up sales of heavy equipment would be expected to drive steel output and consumption. Indian steel industry is on the path of recovery and the performance of the Investee Companies are expected to improve in the current financial year, which would result in stable dividend payouts in the coming years. The anticipated infrastructure development and supportive government measures in the country is expected to give a further boost to the steel industry and your Company is looking forward for a sustainable growth in its Investee Companies in the coming years which would enhance the shareholders'' value.

The Indian economy is likely to accelerate in the next fiscal as the reform process continues along with industrialization and growing urbanization. Considering the forecasted growth in the economy as a whole and the steel industry in particular, the Company expects to enhance its entrenched value for the benefit of the shareholders at large.

Your Company continues to hold significant investments in Equity Shares of JSW Steel Limited besides certain other investments in other O. P. Jindal Group of Companies.

The Company will continue to focus on making long-term strategic investments in various new ventures promoted by JSW Group, a part of O. P. Jindal Group, besides consolidating the existing investments through further investments in the existing companies.

5. Holding & Subsidiary Company

Your Company has neither any holding company nor a subsidiary company.

6. Fixed Deposits

Your Company has neither accepted nor renewed any deposits within the meaning of Section 58A of the Companies Act, 1956 and the rules made there under.

7. Directors

(a) Mr. N. K. Jain (DIN: 00019442), Director of your Company shall retire by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment.

Dr. S. K. Gupta (DIN: 00011138) retires by rotation at the ensuing Annual General Meeting under the erstwhile applicable provisions of the Companies Act, 1956. Mr. Atul Desai (DIN: 00019443) and Mr. I. Qureshi (DIN: 00082204), are Directors whose period of office is liable to determination by retirement by rotation under the erstwhile applicable provisions of the Companies Act, 1956. In terms of Section 149 and other applicable provisions of the Companies Act, 2013, Independent Directors can hold office for two terms of five consecutive years. Accordingly, Dr. S. K. Gupta has offered himself for appointment as Independent Director for a term upto the conclusion of the 14th Annual General Meeting of the Company in the calendar year 2015 and Mr. Atul Desai and Mr. I. Qureshi, have offered themselves for appointment as Independent Directors for five consecutive years for a term upto 31st March, 2019.

The proposal regarding their appointment/re-appointment as Directors is placed for your approval.

(b) The finance function of the Company is being headed/ discharged by Mr. K. N. Patel (a qualified Chartered Accountant) and therefore, Mr. K. N. Patel, Jt. Managing Director & CEO is appointed as a Chief Financial Officer (CFO) in addition to his present office of Jt. Managing Director & CEO of the Company.

8. Auditors

M/s. Shah Gupta & Co., Chartered Accountants, Mumbai, Statutory Auditors of the Company retire at the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. The Company has received confirmation that their appointment, if made, would be within the limits prescribed under Section 139 of the Companies Act, 2013, and that they are not disqualified for such appointment within the meaning of Section 141 of the Companies Act, 2013. Your Directors recommend re-appointment of M/s. Shah Gupta & Co., Chartered Accountants, Firm Registration No. 109574W, the retiring auditors as the Statutory Auditors of the Company for the current financial year on a remuneration as may be fixed by the Board of Directors of the Company.

9. Reserve Bank of India''s Guidelines

Your Company is a Core Investment Company ("CIC") in terms of the Core Investment Companies (Reserve Bank) Directions, 2011. The Company continues to carry on the business permitted to CIC in terms of the Core Investment Companies (Reserve Bank) Directions, 2011.

The Company had filed an application to the Reserve Bank of India ("RBI") for voluntary de-registration as a Non-Banking Financial Company ("NBFC"), as it confirms to CIC norms. RBI, vide its letter dated January 09, 2014, has cancelled the Certificate of Registration as an NBFC.

10. Particulars regarding Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

As your Company is not engaged in any manufacturing activity, particulars under Section 217(1)(e) of the Companies Act, 1956, regarding conservation of energy, technology absorption are not applicable.

There were no foreign exchange transactions during the year.

11. Particulars of Employees

The particulars of employees required to be furnished under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended, forms part of this Report. Having regard to the provisions of Section 219(1) (b)(iv) of the said Act, the Annual Report excluding the aforesaid information is being sent to all the members of the Company and others entitled thereto. Any member interested in obtaining such particulars may write to the Company Secretary for a copy.

12. Corporate Governance

Your Company has complied with the requirements of Clause 49 of the Listing Agreement on Corporate Governance.

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, Report on Corporate Governance along with the Auditors'' Certificate on its compliance is annexed separately to this Annual Report.

13. Management Discussion and Analysis Report

The Management Discussion and Analysis Report on the operations of the Company for the year under review, as required under Clause 49 of the Listing Agreement with the Stock Exchanges, is provided in a separate section and forms part of this Annual Report.

14. Human Resources

Your Company continues to put due emphasis on appropriate human resource development for its business. The employees of your Company and the Group fully identify with the Company''s and Group''s vision and business goals.

15. Directors Responsibility Statement

Pursuant to the requirements under Section 217(2AA) of the Companies Act, 1956, your Directors hereby state and confirm that:

i. in the preparation of the annual accounts, the applicable accounting standards have been followed;

ii. they 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 at the end of the financial year on 31st March, 2014, and of the profit of the Company for that period;

iii. they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. they have prepared the annual accounts on a going concern basis.

16. Corporate Social Responsibility Committee

As per the Companies Act, 2013, all companies having a net worth of Rs. 500 crore or more, or turnover of Rs. 1,000 crore or more or net profit of Rs. 5 crore or more during any financial year are required to constitute a Corporate Social Responsibility (CSR) Committee of the Board consisting of three or more directors, at least one of whom should be an independent director.

Accordingly, the Board on April 28, 2014, constituted the CSR committee (''the committee'') comprising:

- Mr. N. K. Jain – Chairman

- Mr. Atul Desai

- Mr. K. N. Patel

The purpose of the committee is to formulate and monitor the CSR policy of the Company. The CSR committee has to adopt a policy that intends to:

- Strive for economic development that positively impacts the society at large with a minimal resource footprint.

- Be responsible for the corporation''s actions and encourage a positive impact through its activities on the environment, communities and stakeholders.

The Committee will be overseeing the CSR activities/functioning, programs and execution of initiatives as per predefined guidelines.

17. E-Voting Platform

In compliance with provisions of Section 108 of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, your Company is registered with NSDL for E-Voting services to set up an electronic platform to facilitate shareholders to cast vote in electronic form to exercise their right of voting at General Meetings /business to be transacted by means of voting through a postal ballot as provided under the Companies Act, 2013.

18. Appreciation & Acknowledgements

Your Directors wish to express their sincere appreciation of the valuable support and guidance provided by Securities Exchange Board of India, the Stock Exchanges and all other Regulatory bodies.

Your Directors also take this opportunity to acknowledge the continued assistance and co-operation received from Banks, the Reserve Bank of India and other Government Agencies and Shareholders.

Your Directors also wish to place on record their appreciation for the valuable services rendered and the commitment displayed by the employees of the Company and look forward to their continued support in the future as well.

For and on behalf of the Board of Directors

Place : Mumbai Sajjan Jindal

Date : April 28, 2014 Chairman


Mar 31, 2012

The Directors have pleasure in presenting the Eleventh Annual Report together with the Audited Annual Accounts of your Company for the year ended 31st March, 2012.

1. Financial Results

Your Company has achieved a very good financial performance during the financial year 2011-12, which is summarized below:

Financial Highlights

(Rupees in Lacs) Particulars Current Year Previous Year ended ended 31.03.2012 31.03.2011

Total Income 3,207.98 2,406.63

Profit Before Depreciation & Tax 2,983.73 2,209.10

Less: Depreciation 0.10 0.17

Profit Before Tax 2,983.63 2,208.93

Tax 315.39 138.62

Profit After Tax 2,668.24 2,070.31

Add : Balance brought forward from previous year 9,275.86 7,619.65

Amount available for Appropriation 11,944.10 9,689.96

Less: Appropriations:

Transfer to Reserve Fund 533.65 414.10

Balance carried to Balance Sheet 11,410.45 9,275.86

2. Dividend

Your Directors have deemed it prudent not to recommend any dividend on equity shares for the year ended 31st March, 2012, in order to conserve the resources for the future years.

3. Review of Operations

Your Company has recorded a very good performance during the year under review. Inclusive of Income by way of Dividend of Rs.2,172.69 Lacs, Interest of Rs.997.92 Lacs, and Pledge Fees of Rs. 37.37 Lacs, the Total Income is Rs. 3,207.98 Lacs as against Total Income of Rs.2,406.63 Lacs in the previous year. The Profit before depreciation and tax is Rs.2,983.73 Lacs. After providing for depreciation of Rs. 0.10 Lacs and Tax of Rs.315.39 Lacs, the Net Profit is Rs.2,668.24 Lacs as against Rs.2,070.31 Lacs in the previous year, an increase of around 29%.

An amount of Rs. 533.65 Lacs was transferred to Statutory Reserve Fund pursuant to Section 45-IC of the Reserve Bank of India Act, 1934, during the financial year under review. The provision of Rs. 5.99 Lacs for Standard Assets has been made during the financial year in terms of Notification No. DNBS.222/ CGM(US)-2011 dated 17.01.2011 issued by Reserve Bank of India.

4. Future Prospects

Your Company continues to hold significant investments in Equity Shares of JSW Steel Limited besides certain other Investments in other O. P. Jindal Group of Companies. The financial year under review saw improvement in the economy. The Steel Sector in India also is on the growth path and the performance of the Investee Companies are expected to substantially improve in the current financial year, which would result is higher dividend payouts in the coming year. The anticipated infrastructure development being undertaken in the country is expected to give a further boost to the Steel industry and your Company is looking forward for a sustainable growth in its Investee Companies in the coming year which would restore the shareholders' value.

The Company will continue to focus on making long-term strategic investments in various New Ventures promoted by JSW Group, a part of O. P. Jindal Group, besides consolidating the existing investments through further investments in the existing companies. Considering the further forecasted growth in the economy and the prospects of the economy as a whole and the steel industry in particular, the Company expects to restore its entrenched value with a hope of further enhancement in the long term for the benefit of the shareholders at large.

5. Holding & Subsidiary Company

Your Company has neither any holding company nor a subsidiary company.

6. Fixed Deposits

Your Company has neither accepted nor renewed any deposits within the meaning of Section 58A of the Companies Act, 1956 and the rules made there under.

7. Directors

Mr. N. K. Jain and Mr. Atul Desai, Directors of your Company shall retire by rotation at the ensuing Annual General Meeting and being eligible, have offered themselves for re-appointment.

The proposal regarding their re-appointment as Directors is placed for your approval.

8. Auditors

M/s. Shah Gupta & Co., Chartered Accountants, Mumbai, Statutory Auditors of the Company retire at the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. The Company has received confirmation that their appointment, if made, would be within the limits prescribed under Section 224(1 B) of the Companies Act, 1956, and that they are not disqualified for such appointment within the meaning of Section 226 of the Companies Act, 1956. Your Directors recommend re-appointment of M/s. Shah Gupta & Co. as the Statutory Auditors of the Company for the current financial year and fixation of their remuneration.

9. Reserve Bank of India's Guidelines

Your Company has duly complied with all applicable rules, regulations, directions and guidelines issued by Reserve Bank of India for Non-Banking Financial Companies from time to time.

10. Particulars regarding Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

As your Company is not engaged in any manufacturing activity, particulars under Section 217(1)(e) of the Companies Act, 1956, regarding conservation of energy, technology absorption are not applicable.

There were no foreign exchange transactions during the year.

11. Particulars of Employees

The particulars of employees as required under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 are set out in the annexure to the Directors' Report.

12. Corporate Governance

Your Company has complied with the requirements of Clause 49 of the Listing Agreement on Corporate Governance.

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, Report on Corporate Governance along with the Auditors' Certificate on its compliance is annexed separately to this Annual Report.

13. Management Discussion and Analysis Report

The Management Discussion and Analysts Report on the operations of the Company for the year under review, as required under Clause 49 of the Listing Agreement with the Stock Exchanges, is provided in a separate section and forms part of this Annual Report.

14. Human Resources

Your Company continues to put due emphasis on appropriate human resource development for its business. The employees of your Company and the Group fully identify with the Company's and Group's vision and business goals.

15. Directors Responsibility Statement

Pursuant to the requirements under Section 217(2AA) of the Companies Act, 1956, your Directors hereby state and confirm that: , '

i. in the preparation of the annual accounts, the applicable accounting standards have been followed;

ii. they 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 at the end of the financial year on 31st March, 2012, and of the profit of the Company for that period;

iii. they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. they have prepared the annual accounts on a going concern basis.

16. Appreciation & Acknowledgements

Your Directors wish to express their sincere appreciation of the valuable support and guidance provided by Securities Exchange Board of India, the Stock Exchanges and all other Regulatory bodies.

Your Directors also take this opportunity to acknowledge the continued assistance and co-operation received from Banks, the Reserve Bank of India and other Government Agencies and Shareholders.

Your Directors also wish to place on record their appreciation for the valuable services rendered and the commitment displayed by the employees of the Company and look forward to their continued support in the future as well.

For and on behalf of the Board of Directors

Place : Mumbai Sajjan Jindal

Date : 25th April, 2012 Chairman


Mar 31, 2011

The Directors have pleasure in presenting the Tenth Annual Report together with the Audited Annual Accounts of your Company for the year ended 31st March, 2011.

1. Financial Results

Your Company has achieved a very good financial performance during the financial year 2010-11, which is summarized below:

Financial Highlights

(Rupees in Thousands)

Particulars Current Previous Year ended Year ended

31.03.2011 31.03.2010

Total Income 24,06,63 7,03,41

Profit Before Depreciation & Tax 22,09,10 5,78,83

Less: Depreciation 17 29

Profit Before Tax 22,08,93 5,78,54

Tax 1,38,62 1,40,23

Profit After Tax 20,70,31 4,38,31

Add : Balance brought forward from 76,19,64 72,69,03 previous year

Amount available for Appropriation 96,89,95 77,07,34 Less : Appropriations:

Transfer to Reserve Fund 4,14,10 87,70

Balance carried to Balance Sheet 92,75,85 76,19,64

2. Dividend

Your Directors have deemed it prudent not to recommend any dividend on equity shares for the year ended 31st March, 2011, in order to conserve the resources for the future years.

3. Review of Operations

Your Company has recorded a very good performance during the year under review. Inclusive of Income by way of Dividend of Rs.1688.14 lakhs, Interest of Rs. 632.04 lakhs, Profit on Sale of Investments of Rs. 1.99 lakhs and Guarantee Fees of Rs. 84.46 lakhs, the Total Income is Rs. 2406.63 lakhs as against Total Income of Rs.703.41 lakhs in the previous year. The Profit before depreciation and tax is Rs. 2209.10 lakhs. After providing for depreciation of Rs. 0.17 lakhs and Tax of Rs.138.62 lakhs, the Net Profit is Rs. 2070.31 lakhs as against Rs.438.31 lakhs in the previous year, an increase of 372%.

An amount of Rs. 414.10 lakhs was transferred to Statutory Reserve Fund pursuant to Section 45-IC of the Reserve Bank of India Act, 1934, during the financial year under review. The provision of Rs. 26.19 lakhs for Standard Assets has been made during the financial year in terms of Notification No. DNBS.222/CGM(US)-2011 dated 17.01.2011 issued by Reserve Bank of India.

4. Future Prospects

Your Company continues to hold significant investments in Equity Shares of JSW Steel Limited besides certain other Investments in other O. P. Jindal Group of Companies. The

financial year under review saw improvement in the economy. The Steel Sector in India also is on the growth path and the performance of the Investee Companies are expected to substantially improve in the current financial year, which would result is higher dividend payouts in the coming year. The anticipated infrastructure development being undertaken in the country is expected to give a further boost to the Steel industry and your Company is looking forward for a sustainable growth in its Investee Companies in the coming year which would restore the shareholders value.

The Company will continue to focus on making long-term strategic investments in various New Ventures promoted by JSW Group, a part of O. P. Jindal Group, besides consolidating the existing investments through further investments in the existing companies. Considering the further forecasted growth in the economy and the prospects of the economy as a whole and the steel industry in particular, the Company expects to restore its entrenched value with a hope of further enhancement in the long term for the benefit of the shareholders at large.

5. Registered Office of the Company

Your Company has shifted the Registered Office of the Company from the National Capital Territory of Delhi to the State of Maharashtra.

6. Holding & Subsidiary Company

Your Company neither has any holding company nor any subsidiary company.

7. Fixed Deposits

Your Company has neither accepted nor renewed any deposits within the meaning of Section 58A of the Companies Act, 1956 and the rules made there under.

8. Directors

Dr. S. K. Gupta, Director, retires by rotation at the forthcoming Annual General Meeting and being eligible, offers himself for re-appointment.

The proposal regarding his re-appointment as Director is placed for your approval.

9. Auditors

M/s. Shah Gupta & Co., Chartered Accountants, Mumbai, Statutory Auditors of the Company retire at the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. The Company has received confirmation that their appointment, if made, would be within the limits prescribed under Section 224( 1B) of the Companies Act, 1956, and that they are not disqualified for such appointment within the meaning of Section 226 of the Companies Act, 1956. Your Directors recommend re-appointment of M/s. Shah Gupta & Co. as the Statutory Auditors of the Company for the current financial year and fixation of their remuneration.

10. Reserve Bank of Indias Guidelines

Your Company has duly complied with all applicable rules, regulations, directions and guidelines issued by Reserve Bank of India for Non-Banking Financial Companies from time to time.

11. Particulars regarding Conservation of Energy,Technology Absorption, Foreign Exchange Earnings and Outgo

As your Company is not engaged in any manufacturing activity, particulars under Section 217(1)(e) of the Companies Act, 1956, regarding conservation of energy, technology absorption are not applicable.

There were no foreign exchange transactions during the year.

12. Particulars of Employees

The particulars of employees as required under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 are set out in the annexure to the Directors Report.

13. Corporate Governance

Your Company has complied with the requirements of Clause 49 of the Listing Agreement on Corporate Governance.

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, Report on Corporate Governance along with the Auditors Certificate on its compliance is annexed separately to this Annual Report.

14. Management Discussion and Analysis Report

The Management Discussion and Analysis Report on the operations of the Company for the year under review, as required under Clause 49 of the Listing Agreement with the Stock Exchanges, is provided in a separate section and forms part of this Annual Report.

15. Human Resources

Your Company continues to put due emphasis on appropriate human resource development for its business. The employees of your Company and the Group fully identify with the Companys and Groups vision and business goals.

16. Directors Responsibility Statement

Pursuant to the requirements under Section 217(2AA) of the Companies Act, 1956, your Directors hereby state and confirm

i. in the preparation of the annual accounts, the applicable accounting standards have been followed;

ii. they have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year on 31st March, 2011, and of the profit of the Company for that period;

iii. they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. they have prepared the annual accounts on a going concern basis.

17. Appreciation & Acknowledgements

Your Directors wish to express their sincere appreciation of the valuable support and guidance provided by Securities Exchange Board of India, the Stock Exchanges and all other Regulatory bodies.

Your Directors also take this opportunity to acknowledge the continued assistance and co-operation received from Banks, the Reserve Bank of India and other Government Agencies and Shareholders.

Your Directors also wish to place on record their appreciation for the valuable services rendered and the commitment displayed by the employees of the Company and look forward to their continued support in the future as well.

For and on behalf of the Board of Directors

Place : Mumbai Sajjan Jindal

Date : 26th May, 2011 Chairman


Mar 31, 2010

The Directors have pleasure in presenting the Ninth Annual Report together with the Audited Annual Accounts of your Company for the year ended 31 st March, 2010.

1. Financial Results

Your Company has achieved a reasonably good financial performance during the financial year 2009-10, which is summarized below:

Financial Highlights

(Rupees in Thousands)

Particulars Current Previous Year ended Year ended 31.03.2010 31.03.2009

Total Income 7,03,41 40,87,89

Profit Before Depreciation & Tax 5,78,83 39,67,97

Less: Depreciation 29 39

Profit Before Tax 5,78,54 39,67,58

Tax 1,40,23 3,33,00

Profit After Tax 4,38,31 36,34,58

Add : Balance brought forward from 72,69,03 43,61,45 previous year

Amount available for Appropriation 77,07,34 79,96,03

Less: Appropriations: 87,70 7,27,00 Transfer to Reserve Fund

Balance carried to Balance Sheet 76,19,64 72,69,03

2. Dividend

Your Directors have deemed it prudent not to recommend any dividend on equity shares for the year ended 31 st March, 2010, in order to conserve the resources for future years.

3. Review of Operations

Your Company has recorded a reasonably good performance during the year under review. Inclusive of Income by way of Dividend of Rs.206.64 lakhs and Interest of Rs.496.77 lakhs, the Total Income is Rs. 703.41 lakhs as against Total Income of Rs.4087.89 lakhs in the previous year. The decrease was mainly on account of subdued performance of the Investee Companies which resulted in receipt of lower dividends by your Company during the year. The Profit before depreciation and tax is Rs.578.83 lakhs. After providing for depreciation of Rs. 0.29 lakh and Tax of Rs. 140.23 lakhs, the Net Profit is Rs.438.31 lakhs.

An amount of Rs. 87.70 Lakhs was transferred to Statutory Reserve Fund pursuant to section 45-IC of the Reserve Bank of India Act, 1934, during the financial year under review.

4. Future Prospects

Your Company continues to hold significant investments in Equity Shares of JSW Steel Limited besides certain other Investments in other O. P. Jindal Group of Companies. The financial year under review saw the economy recovering from the severe recession witnessed in the earlier year. The Steel Sector in India also is on the growth path and the performance of the Investee Companies are expected to substantially improve in the current financial year, which is expected to result in higher dividend payouts in the coming year. The anticipated infrastructure development being undertaken in the country is expected to give a further boost to the Steel industry and your Company is looking forward for a sustainable growth in its Investee Companies in the coming year which would enhance the shareholders value.

Your Company will continue to focus on making long-term strategic investments in various New Ventures promoted by JSW Group, a part of O. P. Jindal Group, besides consolidating the existing investments through further investments in the existing companies. Considering the further forecasted recovery in the economy and the prospects of the economy as a whole and the steel industry in particular, your Company expects to restore its value with a hope of further enhancement in the long term for the benefit of the shareholders at large.

5. Holding & Subsidiary Company

Your Company has neither any holding company nor a subsidiary company.

6. Fixed Deposits

Your Company has neither accepted nor renewed any deposits within the meaning of Section 58Aof the Companies Act, 1956 and the rules made there under.

7. Directors

Mr. Sajjan Jindal, Director, retires by rotation at the forthcoming Annual General Meeting and being eligible, offers himself for re-appointment.

Your Directors have at their meeting held on 21st January 2010, re-appointed Mr. K. N. Patel as the Managing Director of the Company, designated as "Jt. Managing Director & CEO", for a further period of 5 years with effect from 28th April, 2010 to 27th April, 2015, subject to your approval.

The proposals regarding the appointment/ re-appointment of the aforesaid Directors are placed for your approval.

8. Auditors

M/s. Shah Gupta & Co., Chartered Accountants, Mumbai, Statutory Auditors of the Company retire at the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. Your Company has received confirmation that their appointment, if made, would be within the limits prescribed under Section 224(1 B) of the Companies Act, 1956, and that they are not disqualified for such appointment within the meaning of section 226 of the Companies Act, 1956. Your Directors recommend re-appointment of M/s. Shah Gupta & Co. as the Statutory Auditors of the Company for the current financial year and fixation of their remuneration.

9. Reserve Bank of Indias Guidelines

Your Company has duly complied with all applicable rules, regulations, directions and guidelines issued by Reserve Bank of India for Non-Banking Financial Companies from time to time.

10. Particulars regarding Conservation of Energy,Technology Absorption, Foreign Exchange Earnings and Outgo

As your Company is not engaged in any manufacturing activity, particulars under Section 217(1)(e) of the Companies Act, 1956, regarding conservation of energy, technology absorption are not applicable.

There were no foreign exchange transactions during the year.

11. Particulars of Employees

The particulars of employees as required under Section 217(2A) of the Companies Act. 1956 read with the Companies (Particulars of Employees) Rules. 1975 are set out in the annexure to the Directors Report.

12. Corporate Governance

Your Company has complied with the requirements of Clause 49 of the Listing Agreement on Corporate Governance.

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, Report on Corporate Governance along with the Auditors Certificate on its compliance is annexed separately to this Annual Report.

13. Management Discussion and Analysis Report

The Management Discussion and Analysis Report on the operations of your Company for the year under review, as required under Clause 49 of the Listing Agreement with the Stock Exchanges, is provided in a separate section and forms part of this Annual Report.

14. Human Resources

Your Company continues to put due emphasis on appropriate human resource development for its business. The employees of your Company and the Group fully identify with the Companys and Groups vision and business goals.

15. Directors Responsibility Statement

Pursuant to the requirements under Section 217(2AA) of the Companies Act, 1956, your Directors hereby state and confirm that:

i. in the preparation of the annual accounts, the applicable accounting standards have been followed;

ii. they have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year on 31st March, 2010, and of the profit of the Company for that period;

iii, they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. they have prepared the annual accounts on a going concern basis.

16. Appreciation & Acknowledgements

Your Directors wish to express their sincere appreciation of the valuable support and guidance provided by Securities Exchange Board of India, the Stock Exchanges and all other Regulatory bodies.

Your Directors also take this opportunity to acknowledge the continued assistance and co-operation received from Banks, the Reserve Bank of India and other Government Agencies and Shareholders.

Your Directors also wish to place on record their appreciation for the valuable services rendered and the commitment displayed by the employees of the Company and look forward to their continued support in the future as well.

For and on behalf of the Board of Directors

Place : Mumbai Sajjan Jindal

Date :4th May, 2010 Chairman

 
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