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Directors Report of JSW Holdings Ltd.

Mar 31, 2023

The Directors are pleased to present the 22nd Board''s Report on the business and operations of your Company, together with Standalone and Consolidated Financial Statements for the year ended March 31, 2023.

1. Financial Results

The summary of your Company''s financial performance for the current financial year as compared to the previous financial year is detailed below:

(Rs. in Lakhs)

Particulars

Standalone F.Y. 2022-23

F.Y. 2021-22

Consolidated F.Y. 2022-23

F.Y. 2021-22

Total Revenue

40,676.48

18,614.21

40,676.48

18,614.21

Profit before Interest, Depreciation a Tax

40,086.53

18,038.76

40,086.53

18,038.76

Less: Depreciation

0.47

1.47

0.47

1.47

Profit before Tax

40,086.06

18,037.29

40,086.06

18,037.29

Less: Tax Expense

10,125.17

4,577.01

10,125.17

4,577.01

Profit after Tax but before share of profit from Associates

29,960.89

13,460.28

29,960.89

13,460.28

Add: Share of profit from Associates (net)

-

-

3,188.62

1,701.33

Profit after Tax

29,960.89

13,460.28

33,149.51

15,161.61

Other Comprehensive Income

(97,800.32)

7,02,601.98

(87,648.74)

7,19,689.11

Total Comprehensive Income

(67,839.43)

7,16,062.27

(54,499.23)

7,34,850.71

2. Review of Operations

(A) Standalone:

For the financial year under review, your Company earned a total revenue on Standalone basis of '' 40,676.48 lakhs, comprising of income by way of dividend of '' 31,547.01 lakhs, interest of '' 7,870.55 lakhs, pledge fees of '' 979.87 lakhs and Gain on fair value changes of '' 279.05 lakhs. The Profit before interest, depreciation and tax is '' 40,086.53 lakhs and after providing for depreciation of '' 0.47 lakhs and Tax of '' 10,125.17 lakhs, the Net Profit for the year is '' 29,960.89 lakhs as against '' 13,460.28 lakhs in the previous year, indicating an increase of around 122.59%.

(B) Consolidated:

During the year under review, your Company earned the total Consolidated Revenue of '' 40,676.48 lakhs, comprising of income by way of dividend of '' 31,547.01 lakhs, interest of '' 7,870.55 lakhs, pledge fees of '' 979.87 lakhs, Gain on fair value changes of '' 279.05 lakhs. Your Company has two Associate Companies and after considering the share of profit from associates of '' 3,188.62 lakhs, the consolidated profit after tax for the year is '' 33,149.51 lakhs as against '' 15,161.61 lakhs in the previous year, indicating an increase of around 118.64%.

3. Transfer to Reserves

The Company has not transferred any amount to the Reserves for the year ended March 31, 2023.

4. Dividend

Your Directors do not recommend any dividend for the financial year under review. In terms of the provisions of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (’SEBI Listing Regulations''), your Company has formulated and adopted a Dividend Distribution Policy, which is available on the Company''s website and can be accessed at https://www.jsw.in/ investors/isw-holdings-disclosure-46. A copy of the policy will be made available to any shareholder on request, through email.

5. 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.

6. Holding, Subsidiary, Joint Ventures & Associate Company

Your Company does not have any holding company nor does it have any subsidiary company(ies) / joint

venture(s). The following companies continue to be Associate Companies as on March 31, 2023:

i. Sun Investments Private Limited

Sun Investments Private Limited (''SIPL'') is a NonBanking Financial Company registered with the Reserve Bank of India. SIPL was formed with the main object of investing and financing. The net worth of SIPL as on March 31, 2023 is '' 1,09,793.73 lakhs.

ii. Jindal Coated Steel Private Limited

Jindal Coated Steel Private Limited (''JCSPL'') was formed with the main object of trading and manufacturing various types of steel and allied products. The net worth of JCSPL as on March 31, 2023 is '' 7,664.81 lakhs.

As per the provisions of Section 129(3) of the Companies Act, 2013 (the ''Act''), a statement containing salient features of the financial statements of the Company''s associate companies in Form AOC-1 is attached to the financial statements of the Company.

7. Core Investment Company (''CIC'')

In accordance with the Core Investment Companies (Reserve Bank) Directions, 2016, as amended ("Directions") your Company is a Core Investment Company with an asset size of above '' 100 crore but not accessing public funds and is accordingly not required to be registered under Section 45IA of the Reserve Bank of India Act, 1934 and is termed as ''Unregistered CICs''. Your Company continues to carry on the business permitted for Unregistered CIC.

8. Change in nature of business

During the financial year under review, there has been no change in the nature of business of the Company.

9. Future Prospects

Your Company holds significant investments in equity shares of JSW Steel Limited besides certain other investments in other Group Companies, therefore, the business prospects of the Company largely depends on the business prospects of JSW Steel Limited and the steel industry in general.

India, being the second largest producer of crude steel in the world, the prospects of Indian Steel Industry looks promising and the Indian Steel industry will play a pivotal role in steering India towards its goal of becoming a US $ 5 Trillion Economy. The domestic steel demand was spurred by the revival of numerous infrastructure and construction projects which got stalled due to the pandemic. In FY22, the production of crude steel and finished steel stood at 133.60 Million Tonne (MT) and 120.01 MT respectively. With an emphasis on the new age technological and industrial revolution the steel industry would be increasingly inter-alia using Artificial Intelligence, Industrial Internet of Things, Augmented Reality/Virtual Reality and machine learning for smart manufacturing. As per the NITI Aayog report, by 2030 India will become the world''s production centre for green steel and pave the way for the worldwide adoption of green steel. The government initiatives and policies like Public Private Partnership model and National Steel Policy, will help the country increase its crude steel production capacity. The Government''s push for infrastructure led economic growth has continued to boost the domestic steel consumption. The Government has laid out a plan of investment to the tune of '' 75,000 crore for 100 critical transportation infrastructure projects that will connect ports, coal, steel, fertiliser, and food grain sectors across the first- and last-mile delivery network. This is expected to improve connectivity and transportation services across major points, in turn leading to a rise in demand for steel. The government''s initiative to redevelop existing railway stations and the plan to provide a capital of '' 2.4 lakh crore to Railways is likely to further scale the demand for steel. The Government''s focus on infrastructure development with a proposed fund of '' 10,000 crores will likely boost the domestic demand for steel in construction sector. The Central Government''s call for Aatmanirbar Bharat has given a whole new dimension to the nation. Under the PLI scheme (Production Linked Incentive) the Ministry of Steel signed 57 Memorandum of Understandings for specialty steel and has approved a sum of '' 6,322 crore for steel sector growth. The government has introduced several initiatives to boost steel production in India with an aim to reach 300 MT in production by 2030. The World Steel Association whose members produce 85% of the global steel, forecasted the world steel demand to witness a growth of 1.7% in the Financial Year 2024 and a healthy growth rate of 6.2% in the domestic demand of steel in India.

All these factors point towards a high growth potential for steel demand within India and a bright prospect for Indian Steel Manufacturer. As a result of which, the Company is looking forward for a sustainable growth in its Investee Companies in the coming years which would enhance the shareholders'' value. The Company expects to enhance its entrenched value for the benefit of the shareholders'' at large.

10. Fixed Deposits

Your Company has neither accepted nor renewed any deposits within the meaning of Section 73(1) of the Act read with the Companies (Acceptance of Deposits) Rules, 2014.

11. Annual Return

Pursuant to the provisions of Section 134(3)(a) of the Act, the Annual Return, referred to in Section 92(3) of the Act, in form MGT-7, of the Company for the financial year 2022-23 is available on the Company''s website at https://www.isw.in/investors/isw-holdings-disclosure-46.

12. Directors and Key Managerial Personnel

As on the date of this Report, your Board comprises of 7 Directors including 4 Independent Director out of which 1 is Women Independent Director.

A. Appointment / Re-appointment / Resignation of Directors

Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors, taking into account the credentials, expertise and experience, appointed Mr. Pankaj Kulkarni (DIN: 00725144) as an Additional and Independent Director of the Company for a period of 5 consecutive years from May 25, 2023 to May 24, 2028, subject to approval by the Members of the Company, not liable to retire by rotation.

B. Directors liable to retire by rotation

In accordance with the provisions of Section 152(6) of the Act and the Company''s Articles of Association, Mr. Sajjan Jindal (DIN: 00017762), Non-Executive Chairman of the Company retires by rotation at the ensuing 22nd AGM. Although being eligible, he has not offered himself for reappointment and accordingly, he would cease to hold office as Director of the Company upon the conclusion of this AGM.

C. Declaration of Independence

Your Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under the Act and Regulation 16 of the SEBI Listing Regulations. The following are the NonExecutive Independent Directors of the Company as on the date of this report:

(a) . Mr. N. K. Jain

(b) . Mr. Atul Desai

(c) . Mrs. Sutapa Banerjee

(d) . Mr. Pankaj Kulkarni

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

The Company has formulated, amongst other, the Policies on the Directors'', KMP & other employees'' appointment including criteria for determining qualifications, positive attributes, independence of a Director and other matters as provided under sub-section (3) of Section 178 of the Act. The salient features of the Remuneration Policy forms part of Corporate Governance Report and detailed policy has also been published on the website https://www.isw.in/investors/isw-holdings-policies.

E. Number of meetings of the Board

The Board meets to discuss and decide on Company / business policies and strategies apart from other Board business. A tentative date of the

Board and Committee Meetings are 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 availed by passing resolutions through circulation, as permitted by law, which are recorded 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 (4) times on May 30, 2022; July 27, 2022; November 4, 2022 and January 31, 2023. The maximum interval between two meetings did not exceed 120 days as prescribed under the Act and Regulation 17 of the SEBI Listing Regulations and Secretarial Standard on the meetings of Board of Directors (SS-1).

F. Annual Evaluation

Pursuant to the provisions of the Act and Regulation 17 and Part D of Schedule II of SEBI Listing Regulations read with SEBI Guidance Note dated January 5, 2017, the Company has framed a Policy for Performance Evaluation of Independent Directors, Board, Committees and other individual Directors based on various aspects such as competency of Directors, experience of Directors, mix of qualifications, diversity in Board, frequency of meeting, execution and performance of specific duties, obligations and governance. On the basis of the criteria specified, the performance evaluation of individual Directors including Chairman, Independent Directors and Non-Executive Director was carried out by Nomination & Remuneration Committee (NRC), while the Board carried out the performance evaluation of Independent Directors and its own performance and that of its Committees, in a structured manner. The Directors expressed their satisfaction with the evaluation process and its report were duly noted in the meeting of NRC and the Board.

G. Committees of the Board

The Board of Directors of your Company have constituted following Committees in line with the applicable provisions of the Act and SEBI Listing Regulations:

a) Audit Committee

b) Nomination & Remuneration Committee

c) Stakeholders'' Relationship Committee

d) Corporate Social Responsibility Committee

e) Risk Management Committee

f) Code of Conduct Implementation Committee

More information on all of the above Committees including details of its composition, scope, meetings and attendance are provided in the Corporate Governance Report, which forms part of this Annual Report.

13. Auditors

A. Statutory Auditors:

The Company has appointed M/s. HPVS & Associates, Chartered Accountants (Firm Registration No. 137533W), Mumbai as the Company''s Statutory Auditors from the conclusion of the 21st AGM till the conclusion of the 26th AGM. The Statutory Auditors have confirmed that they satisfy the independence criteria as required under the Act

B. Secretarial Auditor:

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s. Sunil Agarwal & Co., Practicing Company Secretaries, to undertake the Secretarial Audit of the Company for the financial year 2022-23. The Report of the Secretarial Audit Report in Form No. MR- 3 is appended as Annexure A.

C. Comments on Auditors'' Report

There are no qualifications, reservations or adverse remarks or disclaimers made by M/s. HPVS & Associates, Chartered Accountants, Statutory Auditors, in their Audit Report and by M/s. Sunil Agarwal & Co, Practicing Company Secretaries, in their Secretarial Audit Report.

During the year under review, the Statutory Auditors nor the Secretarial Auditor reported any incident of fraud to the Audit Committee of the Company.

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

The particulars of loans granted, guarantees provided and investment made pursuant to the provisions of Section 186 of the Act are detailed hereinbelow:

i). Loans granted:

ii). Details for Securities provided:

1

['' in Lakhs)

Name of the Company

Purpose for giving security

Market Value of shares pledged as on March 31, 2023

JSW Projects Ltd. (Proiect)

96,81,590 equity shares of JSW Steel Limited held by the Company are pledged in favour of lenders for financial assistance given to Project

66,619.02

Adarsh Advisory Services Pvt. Ltd. (Adarsh)

1,23,59,000 equity shares of JSW Steel Limited held by the Company are pledged in favour of lenders for financial assistance given to Adarsh

85,042.28

Jindal Stainless Ltd. (Stainless)

4,60,720 equity shares of Jindal Stainless Limited held by the Company are pledged in favour of Banker for financial assistance given to Stainless

1,335.17

iii). Investments:

The Company has not made any fresh investment during the year under review. For details of the existing investment kindly refer Note 8 of the Standalone Financial Statements.

15. Related Party Transactions

Your Company has robust framework for identification and monitoring of all Related Party Transactions. Any potential or actual conflict of interest that may arise because of entering into such transactions are promptly informed to the Audit Committee. The Company''s Policy on dealing with Related Party Transactions, as approved by the Board, is available on the website of the Company at the link: https://www.isw.in/investors/isw-holdings-policies

All Related Party Transactions (RPTs), that were entered into by the Company, during the financial year under review, were on arm''s length basis and in the ordinary course of business. In accordance with the provisions of Section 177 of the Act and Regulation 23 of SEBI Listing Regulations, all RPTs were placed before the Audit Committee for its approval. The details of transactions / contracts / arrangements entered into by the Company with Related Parties during the financial year under review are set out in the Notes to the Financial Statement. The disclosure of material RPTs as required to be made under Section 134 in Form AOC-2 is not applicable.

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

As your Company is not engaged in any manufacturing activity, particulars regarding conservation of energy and technology absorption as required to be disclosed pursuant to provision of Section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts)

('' in Lakhs)

Amount at the beginning of the year

Transaction

Balance at

Name of the Company

during the year (Net)

the end of the year

Adarsh Advisory Services Pvt. Ltd

-

25,662.00

25,662.00

JSW Investments Pvt. Ltd.

10,044.50

5,000.00

15,044.50

JSW Techno Projects Management Ltd.

17,500.00

(10,000.00)

7,500.00

Everbest Consultancy Services Pvt. Ltd.

12,890.00

(150.00)

12,740.00

JTPM Metal Traders Pvt. Ltd.

5,600.00

(900.00)

4,700.00

Realcom Reality Pvt. Ltd.

11,999.50

(11,999.50)

-

Reynold Traders Pvt. Ltd.

3,859.00

(3,859.00)

-

South West Mining Ltd.

-

26,300.00

26,300.00

Total

61,893.00

30,053.50

91.946.50

leak or suspected leak of unpublished price sensitive information, details of which are covered in the Corporate Governance Report, which forms part of this Annual Report. The Audit Committee reviews the functioning of the vigil mechanism/whistle blower policy once a year. The said policy is available on the Company''s website at https://www.isw.in/investors/isw-holdings-policies

20. Digital Platform for Tracking Insider Trading

Your Company, in compliance with the provisions of the SEBI (Prohibition of Insider Trading) Regulations, 2015 and SEBI (Prohibition of Fraudulent and Unfair Trade Practices relating to Securities Market) Regulations, 2003 ("Insider Trading Regulations"), have adopted a Code of Conduct to regulate, monitor and report trading by Insiders in the securities of the Company. The Company have also established an insider trading tracking platform by the name FINTRAKS, for maintaining the structured digital database of Designated Person and effectively monitoring the trade in the securities of the Company by such Designated Person. The Board through its ’Code of Conduct Implementation Committee'' reviews trading by Insiders and process of sharing UPSI.

21. Corporate Social Responsibility

The Company believes in inclusive growth to facilitate creation of a value based and empowered society through continuous and purposeful engagement with society. All our CSR initiatives are approved by the CSR Committee in line with the Company''s CSR Policy and is reviewed periodically.

JSW Foundation administers the planning and implementation of all our CSR initiatives. The details about the initiatives taken by the Company during the year under review, to be provided as per the Companies (Corporate Social Responsibility Policy) Rules, 2014 have been appended as Annexure B to this Report. The CSR Policy is uploaded on the website of the Company and can be accessed at https://www.isw.in/investors/ isw-holdings-policies.

22. 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.

23. Corporate Governance

Your Company has complied with the requirements of Regulation 17 to 27 of the SEBI Listing Regulations on Corporate Governance. Pursuant to Schedule V of the SEBI Listing Regulations, Report on Corporate Governance along with the Auditors'' Certificate on its compliance is annexed separately to this Annual Report.

Rules, 2014 are not applicable. There were no foreign exchange earnings and outgo during the financial year under review as well as during the previous financial year.

17. Risk Management

Your Company in line with its business plan and risk appetite, has adopted a robust Risk Management Policy, to identify, assess, monitor and address the full spectrum of risks applicable and mitigate & manage such risks, including the combined impact of those risks. Your Company being an Unregistered CIC, its operations are limited to investment in & providing loans and securities to group companies. The policy has been drafted in line with the Company''s business operations with an objective to develop a ’risk intelligent'' culture that drives informed decision making and builds resilience to adverse developments while ensuring that opportunities are exploited to create value for all stakeholder. The Company has constituted a Risk Management Committee in accordance with the requirements of SEBI Listing Regulations to, inter alia, monitor the risks and their mitigating actions. Risks related to internal controls, compliances & systems are reviewed in detail by the Audit Committee. All risks including investment risks are reviewed in the meetings of the Board of Director

18. Internal Financial Controls

The Board of Directors in consultation with Internal Auditors have laid down the Internal Financial Controls Framework, commensurate with the size, scale and complexity of the Company''s operations. To maintain its objectivity, the Internal Audit Program is reviewed and approved by the Audit Committee at the beginning of the year to ensure that the coverage of the area is adequate. The Internal Audit Team quarterly monitors and evaluates the efficacy and adequacy of internal control systems 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, if any, are presented to the Audit Committee along with the status of management actions and the progress of implementation of recommendations.

19. Whistle Blower Policy / Vigil Mechanism

The Company has a whistle blower policy encompassing vigil mechanism, pursuant to the requirements of the Section 177(9) of the Act read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 22 of the SEBI Listing Regulations, to provide Employees and Directors with a safe and confidential channel to share their inputs and report to the management their concerns about unethical behaviour, actual or suspected fraud or violation of the Company''s Code of Conduct or ethics policy and

24. 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 Schedule V of the SEBI Listing Regulations is provided in a separate section and forms part of this Annual Report.

25. Business Responsibility and Sustainability Report (BRSR)

Pursuant to SEBI Listing Regulations, BRSR has become applicable on your Company (being a top 1,000 listed entities based on market capitalisation) with effect from the F.Y. 2022-23. Accordingly, the Company has adopted a Policy on BRSR and other ESG initiatives. A detailed BRSR in the format prescribed by SEBI describing various initiatives, actions and process of the Company towards the ESG endeavour has been hosted on Company''s website and can be accessed at https://www.isw.in/investors/isw-holdings-business-responsibility-report.

26. Compliance with Secretarial Standards

Your Company have complied with the Secretarial Standards SS-1 and General Meetings (SS-2) for the financial year 2022-23.

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 identifies with the Company''s and Group''s vision and business goals.

28. Employees Stock Option Plans

Your Company have recognized Employee Stock Options as an effective instrument to attract talent and align the interest of employees with that of the Company, thereby providing an opportunity to the employees to share in the growth of the Company and to create long term wealth in the hands of employees. The Company had "The JSWHL Employees'' Stock Ownership Plan 2016" ("Scheme 2016") and at its 20th Annual General Meeting had also adopted "The O. P. Jindal Employees Stock Ownership Plan (JSWHL) - 2021" ("ESOP - 2021"). The ESOP Schemes are in compliance with the Securities and Exchange Board of India (Share Based Employee Benefits & Sweat Equity Shares) Regulations, 2021 ("the SEBI ESOP Regulations").

The details/disclosure(s) on the aforesaid Employee Stock Option Scheme(s) as required to be disclosed are available on the Company''s website at https:// www.isw.in/investors/isw-holdings-employee-stock-options. A Certificate from the Secretarial Auditors of the Company certifying that the Company''s Stock Option Plans are being implemented in accordance with the SEBI ESOP Regulations and the resolution(s) passed by the Members, would be available for inspection. during the 22nd AGM.

29. Particulars of Employees and related disclosures

Disclosure pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure C and forms a part of this Report.

Disclosure pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms a part of this Report. However, as per first proviso to Section 136(1) of the Act and second proviso of Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Annual Report are being sent electronically to the Members of the Company excluding the said statement. Any Member interested in obtaining a copy of the said statement may write to the Company Secretary at the Registered Office of the Company.

30. Prevention of Sexual Harassment

Your Company follows an Anti-Sexual Harassment JSW Group Policy in line with the Requirements of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 also an internal complaints committee has been set up at group level to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary and trainees) are covered under this policy. No complaints pertaining to sexual harassment were received during FY 2022-23.

31. Directors Responsibility Statement

Pursuant to the requirements under Section 134(5) of the Act 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 iudgements 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, 2023, 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;

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; and

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

32. Other Disclosures

In terms of applicable provisions of the Act and SEBI

Listing Regulations, your Company discloses that during

the financial year under review:

i. there was no issue of shares (including sweat equity shares) to employees of the Company under any scheme save and except under Employee Stock Option Scheme referred to in this Report.

ii. there was no Scheme for provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees.

iii. there was no public issue, rights issue, bonus issue or preferential issue, etc.

iv. there was no issue of shares with differential rights.

v. there was no transfer of unpaid or unclaimed amount to Investor Education and Protection Fund (IEPF).

vi. no significant or material orders were passed by the Regulators or Hon''ble Courts or Tribunals which impact the going concern status and Company''s operations in future.

vii. there were no proceedings for Corporate Insolvency Resolution Process initiated under the Insolvency and Bankruptcy Code, 2016.

33. Appreciation & Acknowledgements

Your Directors wish to express their sincere appreciation for the assistance and co-operation received from Banks, Reserve Bank of India, NSDL, CDSL, 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 25, 2023 Chairman


Mar 31, 2022

The Board of Directors of your Company take pleasure to inform you that your Company continues to be in top 500 companies based on market capitalisation as on March 31, 2022. Your Directors presents the Twenty-First Board Report on the business and operations of your Company, together with Standalone and Consolidated Financial Statements for the year ended 31st March, 2022.

1. Financial Results

Your Company has recorded a very good performance during the year under review as compared to previous financial year. The summary of your Company’s financial performance for the current financial year as compared to the previous financial year is detailed below:

('' in Lakhs)

Particulars

Standalone

Consolidated

F.Y. 2021-22

F.Y. 2020-21

F.Y. 2021-22

F.Y. 2020-21

Total Revenue

18,614.21

9,281.19

18,614.21

9,281.19

Profit before Interest, Depreciation a Tax

18,038.76

8,779.86

18,038.76

8,779.86

Less: Interest

-

6.76

-

6.76

Less: Depreciation

1.47

2.59

1.47

2.59

Profit before Tax

18,037.29

8,770.51

18,037.29

8,770.51

Less: Tax Expense

4,577.01

2,199.99

4,577.01

2,199.99

Profit after Tax but before share of profit from Associates

13,460.28

6,570.52

13,460.28

6,570.52

Add: Share of profit from Associates (net)

-

-

1,701.33

950.98

Profit after Tax

13,460.28

6,570.52

15,161.61

7,521.50

Other Comprehensive Income

7,02,601.98

5,37,736.25

7,19,689.10

5,41,438.91

Total Comprehensive Income

7,16,062.26

5,44,306.77

7,34,850.71

5,48,960.41

2. Review of Operations

(A) Standalone:

For the financial year under review, your company earned a total revenue on standalone basis of ''18,614.21 lakhs, comprising of income by way of dividend of ''11,828.01 lakhs, interest of ''5,805.81 lakhs, pledge fees of ''980.39 lakhs. The profit before interest, depreciation and tax is ''18,038.76 lakhs and after providing for depreciation of ''1.47 lakhs and tax of ''4,577.01 lakhs, the net profit for the year is ''13,460.28 lakhs as against ''6,570.52 lakhs in the previous year, indicating an increase of around 104.86%.

(B) Consolidated:

During the year under review, your Company earned the total consolidated revenue of ''18,614.21 lakhs, comprising of income by way of dividend of ''11,828.01 lakhs, interest

of ''5,805.81 lakhs, pledge fees of ''980.39 lakhs. Your Company has two Associate Companies and after considering the share of profit from associates of ''1,701.13 lakhs, the consolidated profit after tax for the year is ''15,161.61 lakhs as against ''7,521.50 lakhs in the previous year, indicating an increase of around 101.58%.

3. Transfer to Reserves

The Board of Directors has decided to retain the entire amount of profit in the profit and loss account. Accordingly, the Company has not transferred any amount to the Reserves for the year ended March 31, 2022.

4. Dividend

Your Directors do not recommend any dividend for the financial year under review. In terms of the provisions of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations

and Disclosure Requirements) Regulations, 2015 (''Listing Regulations''), your Company has formulated and adopted a Dividend Distribution Policy, which is available on the Company’s website and can be accessed at https://www.jsw. in. A copy of the policy will be made available to any shareholder on request, through email.

5. Core Investment Company (''CIC'')

In accordance with the Core Investment Companies (Reserve Bank) Directions, 2016, as amended ("Directions") your Company is a Core Investment Company with an asset size of above '' 100 crore but not accessing public funds and is accordingly not required to be registered under Section 45IA of the Reserve Bank of India Act, 1934 and is termed as ''Unregistered CIC’. Your Company continues to carry on the business permitted to Unregistered CIC in terms of the said Directions.

6. Holding, Subsidiary, Joint Ventures & Associate Company

Your Company does not have any holding company nor does it have any subsidiary company(ies) / joint venture(s). The following companies continue to be Associate Companies as on March 31, 2022:

i. Sun Investments Private Limited

Sun Investments Private Limited (''SIPL'') is a Non-Banking Financial Company registered with the Reserve Bank of India. SIPL was formed with the main object of investing and financing. The net worth of SIPL as on March 31, 2022 is '' 81,143.37 lakhs.

ii. Jindal Coated Steel Private Limited

Jindal Coated Steel Private Limited (''JCSPL’) was formed with the main object of trading and manufacturing various types of steel and allied products. The net worth of JCSPL as on March 31, 2022 is '' 5833.90 lakhs.

As per the provisions of Section 129(3) of the Companies Act, 2013 (the ''Act''), a statement containing salient features of the financial statements of the Company’s associate companies in Form AOC-1 is attached to the financial statements of the Company.


7. 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.

8. Change in nature of business

During the financial year under review, there has been no change in the nature of business of the Company.

9. Future Prospects

Your Company holds significant investments in equity shares of JSW Steel Limited besides certain other investments in other JSW Group of Companies, therefore the business prospects of the Company largely depend on the business prospects of JSW Steel Limited and the steel industry in general.

Despite the sporadic COVID infection waves and the manufacturing sector’s supply chain constraints, steel demand recovered strongly in the first two quarters of FY-22 with an increase of almost 25% and 28.9% as compared to the FY-21 despite the fact that the global steel demand remained subdued. The strong recovery of the steel demand was mainly due to government’s focus on infrastructure development riding on the back of ''Make-in-India’ initiatives. The GOI has announced a new budget for 2022-23 of 39.45 trillion rupees, with major focus on infrastructure projects. The intensified infrastructure developmental activities through dedicated freight corridors S rail transport network, the Gati Shakti plan focusing on highways, the Awas Yojna plan in rural and urban areas, etc. promise faster economic development in coming year. In line with the country’s National Steel Policy, 2017 the road map for building a globally competitive steel industry with crude capacity of 300 MT by 2030-31 is already in motion. Further by promoting energy-efficient and environmentally friendly steel industry, expansion of capabilities of domestic steel plants, enabling supply through best-in-class greenfield and brownfield capacity

addition and setting up value adding coast-based steel clusters for logistical transformation, the future of steel industry looks settled in the years to come. However, the outlook for 2023 has weakened due to inflationary pressure, which is further aggravated by ongoing geo-political tension around the world.

All these factors point towards a high growth potential for steel demand within India and a bright prospect for Indian Steel Manufacturer. As a result of which, The Company is looking forward for a sustainable growth in its investee Companies in the coming years which would enhance the shareholders’ value. the Company expects to enhance its entrenched value for the benefit of the shareholders at large.

10. Fixed Deposits

Your Company has neither accepted nor renewed any deposits within the meaning of Section 73(1) of the Act read with the Companies (Acceptance of Deposits) Rules, 2014.

11. Annual Return

Pursuant to the provisions of Section 134(3)(a) of the Act, the Annual Return, referred to in Section 92(3) of the Act, in form MGT-7, of the Company for the financial year 2021-22 is available on the Company’s website at https://www.jsw.in.

12. Directors and Key Managerial Personnel

A. Appointment / Re-appointment / Resignation of Directors

As on the date of this Report, your Board comprises of 6 Directors including 3 Independent Director out of which 1 is Woman Independent Director.

The Members of the Company at their 20th Annual General Meeting (''AGM'') approved the appointment of Mr. N. K. Jain (DIN: 00019442) as Non-Executive Independent Director for a period of 3 years with effect from June 1,2021 to May 31, 2024. Further, they also approved the appointment of Mr. Manoj Kr. Mohta (DIN: 02339000) as the Whole-time Director, CEO S CFO of the Company for a period of five years with effect from June 1, 2021, to May 31, 2026 in place of Mr. K. N. Patel (DIN: 00019414), who superannuated from the Company effective May 31, 2021 and was subsequently appointed on the Board as Non-Executive

Director effective June 1, 2021, liable to retire by rotation.

During the year under review, Mr. Imtiaz Qureshi (DIN: 0008220) who was appointed as the Independent Director for a second term starting from April 1, 2019 to March 31, 2024 had stepped down from the position of the "Non-Executive Independent Director" of the Company, due to personal reasons, with effect from April 30, 2022. The Board hereby confirms that as per the confirmation received from Mr. Imtiaz Qureshi, there were no material reasons for his resignation other than those mentioned in his resignation letter dated April 30, 2022.

B. Directors liable to retire by rotation

In accordance with the provisions of Section 152(6) of the Act and the Company’s Articles of Association, Mr. K. N. Patel (DIN: 00019414), Non-Executive Director of the Company is liable to retire by rotation at the ensuing 21st AGM and being eligible, have offered himself for re-appointment.

The Nomination and Remuneration Committee and the Board of Directors of the Company have recommended the re-appointment of Mr. Patel and appropriate resolution is being moved at the ensuing AGM. A detailed profile of Mr. Patel is provided in the AGM Notice.

C. Declaration of Independence

Your Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under the Act and Regulation 16 of the Listing Regulations. The following are the Non- Executive Independent Directors of the Company as on the date of this report:

(a) . Mr. N. K. Jain

(b) . Mr. Atul Desai

(c) . Mrs. Sutapa Banerjee

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

The Company has formulated, amongst other, the Policies on the Directors’, KMP S other employees’ appointment including criteria

for determining qualifications, positive attributes, independence of a Director and other matters as provided under sub-section (3) of Section 178 of the Act. The salient features of the Remuneration Policy forms part of Corporate Governance Report and detailed policy has also been published on the website www.jsw.in/investors/holdings for investor''s information.

E. Number of meetings of the Board

The Board meets to discuss and decide on Company / business policies and strategies apart from other Board business. A tentative date of the Board and Committee Meetings are 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 availed by passing resolutions through circulation, as permitted by law, which are recorded in the subsequent Board Meeting. Usually the meetings of the Board/ Committees are held in Mumbai.

During the year under review, the Board met five (5) times on May 24, 2021; August 7, 2021; September 15, 2021; October 28, 2021 and January 29, 2022. The maximum interval between two meetings did not exceed 120 days as prescribed under the Act and Regulation 17 of the Listing Regulations and Secretarial Standard SS-1.

F. Annual Evaluation

Pursuant to the provisions of the Act and Regulation 17 and Part D of Schedule II of Listing Regulations read with SEBI Guidance Note dated January 5, 2017, the Board has carried out the annual performance evaluation of its own performance, Committees of the Board, Individual Directors including Chairman, Independent Directors and Non-Executive Directors. A structured questionnaire was prepared after taking into consideration inputs received from the Directors inter-alia covering various aspects such as competency of Directors, experience of Directors, mix of qualifications, diversity in Board, frequency of meeting, execution and performance of specific duties, obligations and governance. A separate exercise was

carried out to evaluate the performance of individual Directors / Members, 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 of the Board Chairman was evaluated after seeking the inputs from all the Directors other than the Board Chairman, on the basis of the criteria such as Chairman''s role, accountability and responsibilities, promotion of effective relationship and open communication, positive and appropriate working relationship with CEO, commitment, etc. The performance evaluation of the Independent Directors was carried out by the entire Board. The Directors expressed their satisfaction with the evaluation process. The report of the Board evaluation was adopted at the NRC and the Board Meeting.

G. Committees of the Board

The Board of Directors of your Company have constituted following Committees in line with the applicable provision of the Act and Listing Regulations:

a) Audit Committee

b) Nomination & Remuneration Committee

c) Stakeholders'' Relationship Committee

d) Corporate Social Responsibility Committee

e) Risk Management Committee

f) ESOP Committee

g) Code of Conduct Implementation Committee

h) Finance Committee

More information on all of the above Committees including details of its composition, scope, meetings and attendance are provided in the Corporate Governance Report, which forms part of this Annual Report.

13. Auditors

A. Statutory Auditors:

M/s. HPVS & Associates, Chartered Accountants (Firm Registration No. 137533W), Mumbai, were appointed as the Company''s Statutory Auditors from the

conclusion of the 16th AGM held on July 1, 2017 till the conclusion of the 21st AGM and are eligible for re-appointment for 2nd term of five years.

The Company has received confirmation from the Auditors to the effect that their appointment, if made, will be in accordance with the limits specified under the Act and that the firm satisfies the criteria specified in Section 141 of the Act read with Rule 4 of Companies (Audit & Auditors) Rules, 2014.

The Board is of the opinion that continuation of M/s. HPVS & Associates, Chartered Accountants (Firm Registration No. 137533W), Mumbai will be in the best interests of the Company and therefore, the members are requested to consider their re-appointment as Statutory Auditors of the Company for the 2nd term of five years, i.e. from the conclusion of the ensuing AGM till the conclusion of 26th AGM, at such remuneration mutually agreed and approved by the Board.

B. Secretarial Auditor:

Pursuant to the provisions of Section 204 of the Act 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 for the financial year 2021-22. The Report of the Secretarial Audit Report in Form No. MR- 3 is appended as Annexure A.

C. Comments on Auditors'' Report

There are no qualifications, reservations or adverse remarks or disclaimers made by M/s. HPVS & Associates, Chartered Accountants, Statutory Auditors, in their Audit Report and by M/s. Sunil Agarwal & Co, Practicing Company Secretaries, in their Secretarial Audit Report.

During the year under review, the Statutory Auditors nor the Secretarial Auditor report any incident of fraud to the Audit Committee of the Company.

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

The particulars of loans granted, guarantees provided and investment made pursuant to the provisions of Section 186 of the Act are detailed hereinbelow:

i)

Loans granted:

('' in Lakhs)

Name of the Company

Amount at the beginning of the year

Transaction during the year (Net)

Balance at the end of the year

JSW Investments Pvt. Ltd.

4,432.50

5,612.00

10,044.50

JSW Techno Projects Management Ltd.

17,500.00

-

17,500.00

Realcom Reality Pvt. Ltd.

11,999.50

-

11,999.50

Reynold Traders Pvt. Ltd.

3,209.00

650.00

3,859.00

Everbest Consultancy Services Pvt. Ltd.

11,400.00

1,490.00

12,890.00

JTPM Metal Traders Pvt. Ltd.

-

5,600.00

5,600.00

Total

48,541.00

13,352.00

61,893.00

ii)

Details for securities provided:

C in Lakhs)

Name of the Company

Purpose for giving security

Market Value of shares pledged as on March 31, 2022

JSW Projects Ltd. (Project)

1,85,69,000 equity shares of JSW Steel Limited held by the Company are pledged in favour of lenders for financial assistance given to Project

1,36,045.78

Adarsh Advisory Services Pvt. Ltd. (Adarsh)

1,23,59,000 equity shares of JSW Steel Limited held by the Company are pledged in favour of lenders for financial assistance given to Adarsh

90,548.21

Jindal Stainless Ltd. (Stainless)

4,60,720 equity shares of Jindal Stainless Limited held by the Company are pledged in favour of Banker for financial assistance given to Stainless

933.19

iii) Investments:

The Company has not made any fresh investment during the year under review. For details of the existing investment kindly refer Note 8 of the Standalone Financial Statements.

15. Related Party Transactions

Your Company has developed a framework for the purpose of identification and monitoring of all Related Party Transactions, keeping in mind the potential or actual conflict of interest that may arise because of entering into such transactions. Accordingly, during the year under review, your Company revised its Policy on dealing with Related Party Transactions, in line with the amendments to the provisions of Regulations 23 of Listing Regulations. The Company’s Policy on dealing with Related Party Transactions, as approved by the Board, is available on the website of the Company at the link: https://www.jsw.in/investors/holdings

All Related Party Transactions (RPTs) that were entered into by the Company during the financial year under review were on arm’s Length basis and in the ordinary course of business. In accordance with the provisions of Section 177 of the Act and Regulation 23 of Listing Regulations, all RPTs were placed before the Audit Committee for its approval. The details of transactions / contracts / arrangements entered into by the Company with Related Parties during the financial year under review are set out in the Notes to the Financial Statement. The disclosure of material RPTs as required to made under Section 134 in Form AOC-2 is not applicable.

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

As your Company is not engaged in any manufacturing activity, particulars regarding conservation of energy and technology absorption as required to be disclosed pursuant to provision of Section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014 are not applicable. There were no foreign exchange earnings and outgo during the financial year under review as well as during the previous financial year.

17. Risk Management

Given the uncertain and volatile business environment, continuous changes in technology, geo-politics, financial markets, regulations, etc.

which affect its value chain to build a sustainable business discipline that supports the achievement of an organization’s objectives by addressing the full spectrum of its risks and managing the combined impact of those risks, your Company has adopted a robust Risk Management Policy, to identify, assess, monitor and mitigate such risks. Your Company being an Unregistered CIC, its operations are limited that of investment in S providing loans and securities to group companies. The policy is drafted in line with the Company’s business operations with an objective to develop a ''risk intelligent’ culture that drives informed decision making and builds resilience to adverse developments while ensuring that opportunities are exploited to create value for all stakeholder. The Company has a Risk Management Committee in accordance with the requirements of Listing Regulations to, inter alia, monitor the risks and their mitigating actions. The Board of Directors of the Company also reviews the Risk Assessment and Mitigation Report annually. All risks including investments are reviewed in the meetings of the Board of Director. Risks related to internal controls, compliances S systems are reviewed in detail by the Audit Committee.

Details in respect of adequacy of internal financial controls with reference to the Financial Statements are given in the Management’s Discussion and Analysis, which forms part of this Report.

18. Internal Financial Controls

The Board of Directors in consultation with Internal Auditors have laid down the Internal Financial Controls Framework, commensurate with the size, scale and complexity of the Company’s operations. To maintain its objectivity, the Internal Audit Program is reviewed and approved by the Audit Committee at the beginning of the year to ensure that the coverage of the area is adequate. The Internal Audit Team quarterly monitors and evaluates the efficacy and adequacy of internal control systems 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, if any, are presented to the Audit Committee along with the status of management actions and the progress of implementation of recommendations.

19. Whistle Blower Policy / Vigil Mechanism

In compliance with the provisions of Section 177(9) of the Act read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 22 of the Listing Regulations, the Company has formulated a Whistle blower policy/ vigil mechanism for Directors and Employees to report concerns, details of which are covered in the Corporate Governance Report, which forms part of this Annual Report. The said policy is available on the Company’s website at https://www.jsw.in/ investors/holdings

20. Digital Platform for Tracking Insider Trading

The Securities Exchange Board of India ("SEBI") has through amendment of SEBI (Prohibition of Insider Trading) Regulations, 2015 has directed the Companies to identify designated persons and maintain a structured digital database of all such designated persons for prevention of insider trading. Accordingly, the Company through Kfin Technologies Limited has established an Insider Trading Tracking Platform by the name FINTRAKS. The Company has also formed a committee viz. ''Code of Conduct Implementation Committee'' to ensure proper compliance, monitoring and regulate trading by Insiders and process of sharing UPSI.

21. Corporate Social Responsibility

The Company believes in inclusive growth to facilitate creation of a value based and empowered society through continuous and purposeful engagement with society around. JSW Foundation administers the planning and implementation of all our CSR interventions. All the CSR initiatives are approved by the CSR Committee in line with the CSR Policy and the same is reviewed periodically. The CSR Policy formulated is uploaded on the website of the Company at https://www.jsw.in.

Following are the Company’s initiatives proposed to be undertaken as per Schedule VII of the Act:

i) . Improving living conditions (eradication of

hunger, poverty, malnutrition, etc.) - Providing medical aid to cancer patients, cataract patients and to children below 10 years old.

ii) . Promoting social development (education,

skill development, livelihood enhancements, etc.) - Providing educational support to economically weak children.

The details about the 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 B to this Report.

22. 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.

23. Corporate Governance

Your Company has complied with the requirements of Regulation 17 to 27 of the Listing Regulations on Corporate Governance. Pursuant to Schedule V of the Listing Regulations, Report on Corporate Governance along with the Auditors’ Certificate on its compliance is annexed separately to this Annual Report.

24. 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 Schedule V of the Listing Regulations is provided in a separate section and forms part of this Annual Report.

25. Business Responsibility Report

SEBI vide its circular dated May 10, 2021 has introduced new reporting requirements on Environmental, Social and Governance (''ESG'') parameters viz. the Business Responsibility and Sustainability Report (''BRSR''). The said reporting is applicable for the top 1,000 listed companies based on market capitalization and has been made mandatory from F.Y. 2022-23 and is voluntary for the financial year 2021-22. Your Company forms part of the top 1000 listed entities as on 31st March 2022. The Company intends to get itself familiarized with the new requirements over the period of next financial year and gradually adapt and align itself to higher standards of sustainability.

For the current reporting period, the Company continues to follow the existing reporting requirements and accordingly pursuant to Regulation 34(2) of Listing Regulations, Business

Responsibility Report describing the initiatives taken by the Company from environmental, social and governance perspective forms part of this Annual Report. The report is also available on your Company’s website at https://www.jsw.in

26. Compliance with Secretarial Standards

Your Company has complied with the Secretarial Standards specified by the Institute of Company Secretaries of India (''ICSI'') on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) for the financial year 2021-22.

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. Employees Stock Option Plans

Your Company has recognized Employee Stock Options as an effective instrument to attract talent and align the interest of employees with that of the Company, thereby providing an opportunity to the employees to share in the growth of the Company and to create long term wealth in the hands of employees. In view of the above, your Company had formulated "The JSWHL Employees’ Stock Ownership Plan 2016" ("Scheme 2016") for the employees of the Company. Further, your Company, in the last 20th Annual General Meeting had also adopted "The O. P. Jindal Employees Stock Ownership Plan (JSWHL) - 2021" ("ESOP - 2021").

The said ESOP Schemes are in compliance with the Securities and Exchange Board of India (Share Based Employee Benefits S Sweat Equity Shares) Regulations, 2021 (including the erstwhile Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014) ("the SEBI ESOP Regulations"). The details/disclosure(s) on the aforesaid Employee Stock Option Scheme(s) as required to be disclosed are available on the Company’s website at https://www.jsw.in.

The Certificates from the Secretarial Auditors of the Company certifying that the Company’s Stock Option Plans are being implemented in accordance with the SEBI ESOP Regulations and the resolution(s) passed by the Members, would be available for inspection during the 21st AGM.

29. Particulars of Employees and related disclosures

The information required to be disclosed in the Directors’ Report pursuant to Section 197 of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 have been appended as Annexure C and Annexure D respectively 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 http://www.jsw.in.

30. Prevention of Sexual Harassment

Your Company follows an Anti-Sexual Harassment JSW Group Policy in line with the Requirements of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 also an internal complaints committee has been set up at group level to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary and trainees) are covered under this policy. No complaints pertaining to sexual harassment were received during FY 2021-22.

31. Directors Responsibility Statement

Pursuant to the requirements under Section 134(5) of the Act 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 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, 2022, and of the profit of the Company for that period;

c) t hey 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;

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.

32. Other Disclosures

I n terms of applicable provisions of the Act and

Listing Regulations, your Company discloses that

during the financial year under review:

i. there was no issue of shares (including sweat equity shares) to employees of the Company under any scheme save and except under Employee Stock Option Scheme referred to in this Report.

ii. there was no Scheme for provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees.

iii. there was no public issue, rights issue, bonus issue or preferential issue, etc.

iv. there was no issue of shares with differential rights.

v. there was no transfer of unpaid or unclaimed amount to Investor Education and Protection Fund (IEPF).

vi. no significant or material orders were passed by the Regulators or Hon’ble Courts or Tribunals which impact the going concern status and Company’s operations in future.

vii. there were no proceedings for Corporate Insolvency Resolution Process initiated under the Insolvency and Bankruptcy Code, 2016.

33. Appreciation & Acknowledgements

Your Directors wish to express their sincere appreciation for the assistance and co-operation received from Banks, Reserve Bank of India, NSDL, CDSL, 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 30, 2022 Chairman


Mar 31, 2018

Dear Members,

The Directors take pleasure in presenting the Seventeenth Annual Report of your Company, together with Standalone and Consolidated Financial Statements for the year ended 31st March, 2018.

1. Financial Results

Your Company has achieved a very good financial performance during the financial year 2017-18, which is summarized below:

Financial Highlights

(Rs. in Lakhs)

Standalone

Consolidated

Particulars

F.Y. 2017-18

F.Y 2016-17

F.Y 2017-18

F.Y 2016-17

Total Revenue

8,931.90

6,335.16

8,934.00

6,335.16

Profit Before Depreciation & Tax

8,422.87

5,939.88

8,424.97

5,939.88

Less : Depreciation

3.00

1.54

3.00

1.54

Profit Before Tax

8,419.87

5,938.34

8421.97

5,938.34

Less: Tax Expense

1,610.65

1200.00

1610.65

1,200.00

Profit after Tax but before share of profit from Associates

6,809.22

4,738.34

6,811.32

4,738.34

Add: Share of profit from Associates

54.24

82.48

Profit after tax

6,809.22

4,738.34

6,865.56

4,820.82

Add: Balance brought forward from previous year

27,852.09

23,113.75

29,170.34

24,349.52

Amount available for Appropriation

34,661.31

27,852.09

36,035.90

29,170.34

Less: Appropriations: Transfer to Reserve Fund

Nil

Nil

Nil

Nil

Balance carried forward

34,661.31

27,852.09

36,035.90

29,170.34

2. Dividend

Your Directors have deemed it prudent not to recommend any dividend on equity shares for the year ended 31st March, 2018, in order to conserve the resources for the future years.

3. Review of Operations

(A) Standalone Results:

Your Company has recorded a very good performance during the year under review. During the year, the Company has received income by way of Dividend of Rs.3,955.37 Lakhs, Interest of Rs.3,573.15 Lakhs, Pledge Fees of Rs.1,336.59 Lakhs, and Other income of Rs.66.79 Lakhs, the Total Revenue is Rs.8,931.90 Lakhs as against Total Revenue of Rs.6,335.16 Lakhs in the previous year. The Profit before depreciation and tax is Rs.8,422.87 Lakhs. After providing for depreciation of Rs.3.00 Lakhs and Tax of Rs.1,610.65 Lakhs, the Net Profit is Rs.6,809.22 Lakhs as against Rs.4,738.34 Lakhs in the previous year, an increase of around 43.70%.

(B) Consolidated Results

Your Company has recorded a very good performance during the year under review. During the year, the Total Revenue on consolidated basis stood at Rs.8,934.00 Lakhs comprising of Dividend of Rs.3,955.37 Lakhs, Interest of Rs.3,573.15 Lakhs, Pledge Fees of Rs.1,336.59 Lakhs and Other Income of Rs.68.89 Lakhs as against Total Revenue of Rs.6,335.16 Lakhs in the previous year. The Consolidated Profit before depreciation and tax is Rs.8,424.97 Lakhs. After providing for depreciation of Rs.3.00 Lakhs and Tax of Rs.1,610.65 Lakhs, the Consolidated Net Profit after tax but before Share of Profit from Associates is Rs.6,811.32 Lakhs. The Share of Profit from Associates is Rs.54.24 Lakhs and Consolidated Profit after Tax is Rs.6,865.56 Lakhs as against Rs.4,820.82 Lakhs in the previous year, an increase of around 42.41%.

4. Future Prospects

Your Company holds significant investments in Equity Shares of JSW Steel Limited besides certain other investments in other JSW Group of Companies, therefore the business prospects of the Company largely depends on the business prospects of JSW Steel Limited and the steel industry.

The Indian steel industry is very modern with state-of-the-art steel mills. It has always strived for continuous modernisation and up-gradation of older plants and higher energy efficiency levels.

India was the world’s third-largest crude steel producer till 2017. The growth in the Indian steel sector has been driven by domestic availability of raw materials such as iron ore and cost-effective labour. Consequently, the steel sector has been a major contributor to India’s manufacturing output. India overtook Japan to become the world’s second largest crude steel producer in the world in February, 2018. Based on increased capacity addition in anticipation of upcoming demand, and the new steel policy, that has been approved by the Union Cabinet in May 2017, is expected to boost India’s steel production. Huge scope for growth is offered by India’s comparatively low per capita steel consumption and the expected rise in consumption due to increased infrastructure construction and the thriving automobile and railways sectors. The year 2018 has given more benefits to the steel industry in terms of demand, costs of production, market realisation and exports than what was experienced in the previous year.

The higher consumption crucially dependent on infrastructure investment from public and private sources in port-led, rail and road-led development, more spending by the household and the government in real estate, affordable housing, smart cities, would enable the demand to grow by a minimum 7-8% from the current level of 5.2%. A brighter market demand would make India’s crude steel production to grow by a minimum 8% to reach 108 MT by 2018. The NCLT resolution during the year would also enable Indian steel industry to achieve a higher capacity utilisation in crude steel production by the second half of 2018.

This backdrop of a favourable market scenario of global steel industry is likely to give India a good platform to maximise exports and a much lesser threat of cheap imports in 2018. It is possible to enhance the export share of finished steel production from the current 9.6% to a minimum 12%.

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.

The Company will continue to focus on making longterm strategic investments in various new ventures promoted by JSW 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

Sun Investments Private Limited (SIPL) is a NonBanking Financial Company registered with the Reserve Bank of India. SIPL was formed with the main object of investing and financing. The net worth of SIPL as on 31.03.2018 is Rs.246.16 crores.

ii. Jindal Coated Steel Private Limited

Jindal Coated Steel Private Limited (JCSPL) was formed with the main object of trading and manufacturing various types of steel and allied products. The net worth of JCSPL as on 31.03.2018 is Rs.11.54 crores.

iii. Jindal Overseas Pte Limited

Jindal Overseas PTE Limited (JOPL) was formed in Singapore for undertaking trading activities. JOPL had filed an application for voluntary winding up at Singapore. Subsequently, it has been wound up and ceased to be an Associate of the Company w.e.f April 5, 2018.

As per the provisions of Section 129(3) of the Companies Act, 2013, a statement containing salient features of the financial statements of the Company’s associate companies in Form AOC-1 is attached to the financial statements of the Company.

6. 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.

7. Extract of Annual Return

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

8. 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 24.04.2017, 03.08.2017, 02.11.2017 and 05.02.2018. The maximum interval between two meetings did not exceed 120 days as prescribed under Companies Act, 2013 and Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 [“SEBI (LODR) Regulations, 2015”] and Secretarial Standards SS-1.

9. 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, 2018, 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.

10. 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 Regulation 16 of the SEBI (LODR) Regulations, 2015. The following are the Non-Executive Independent Directors of the Company:

a) Mr. Atul Desai

b) Mr. Imtiaz Qureshi

c) Mrs. Sutapa Banerjee

11. 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/investor-relations-jsw-holdings for investor’s information.

12. Auditors

a. Statutory Auditors:

At the Company’s 16th Annual General Meeting (AGM) held on July 1, 2017, M/s. HPVS & Associates, Chartered Accountants (Firm Registration No. 137533W), Mumbai, were appointed as the Company’s Statutory Auditors from the conclusion of the 16th AGM till the conclusion of the 21st AGM. In terms of Section 139 (1) of the Companies Act, 2013, the appointment of the statutory auditors to hold office from the conclusion of the 17th AGM until the conclusion of the 21st AGM, is placed for your ratification.

There are no qualifications, reservations or adverse remarks or disclaimers made by M/s. HPVS & Associates, Statutory Auditors 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 Auditor 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 his report.

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

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

Details for investments, loans & guarantees:

Loans given:

(Rs. in Lakhs)

Name of the party

Amount at the beginning of the year

Transactions during the year (Net)

Balance at the end of the year

Gagan Trading Co. Ltd.

130.20

(130.20)

-

JSW Investments Pvt. Ltd.

4,452.50

(10.00)

4,442.50

JSW Techno Projects Management Ltd.

12,000.00

2,500.00

14,500.00

Realcom Reality Pvt. Ltd.

11,999.50

-

11,999.50

Reynold Traders Pvt. Ltd.

2,858.00

(335.00)

2,523.00

JSW Holdings Employees Welfare Trust

540.50

(215.15)

325.35

Total

31,980.70

1,809.65

33,790.35

Investments: Refer Note 7 of Standalone Financial Statements

Details for securities provided:

(Rs. in Lakhs)

Name of the party

Purpose for giving security

Amount

JSW Techno

Pledge of shares

110,862.83

Projects

for Loan availed by

Management Ltd.

JSW Techno

(‘JSW Techno”)

SJD Advisory Services Pvt. Ltd. (“SJD”)

Pledge of shares for Loan availed by SJD

49,080.59

JSW Projects Ltd. (“Projects”)

Pledge of shares for Loan availed by Projects

99,457.85

Jindal Stainless Ltd. (“Stainless”)

Pledge of shares for Loan availed by Stainless

361.90

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

All transactions entered with Related Parties for the year under review were on arm’s Length basis and in the ordinary course of business and that the provisions of Section 188 of the Companies Act, 2013 and the rules made thereunder are not attracted. Thus, disclosure in Form AOC-2 in terms of Section 134 of the Act is not required.

15. 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.

16. 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.

17. 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 by the Risk Management Committee through risk response strategies and mitigating actions. All risks including investments are reviewed in the meetings of the Board of Directors. Risks related to internal controls, compliances & systems are reviewed in detail by the Audit Committee.

18. Corporate Social Responsibility

JSW Holdings believes in inclusive growth to facilitate creation of a value based and empowered society through continuous and purposeful engagement with society around.

JSW Foundation administers the planning and implementation of all our CSR interventions. All the CSR initiatives are approved by the CSR Committee in line with the CSR Policy approved by the Board on April 28, 2014 and the same are reviewed periodically. The CSR Policy formulated is uploaded on the website of the Company at http://www.jsw.in/investors/investor-relations-jsw-holdings.

Following are the Company’s initiatives proposed to be undertaken as per Schedule VII of the Companies Act, 2013:

i. Improving living conditions (eradication of hunger, poverty, malnutrition etc.) - Providing medical aid to cancer patients, cataract patients and to children below 10 years old.

ii Promoting social development (education, skill development, livelihood enhancements etc.) -Providing educational support to economically weak children.

The details about the 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 D to this Report.

19. Formal Annual Evaluation

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17 and Part D of Schedule II, 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, Corporate Social Responsibility and ESOP 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.

20. 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.

21. 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 quarterly. The Internal Audit Department quarterly 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.

22. Directors

Mr. Nirmal Kumar 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.

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

23. Reserve Bank of India’s Guidelines

Your Company is a Core Investment Company (“CIC”) in terms of the Core Investments 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.

24. Corporate Governance

Your Company has complied with the requirements of Regulation 17 to 27 of the SEBI (LODR) Regulations, 2015 on Corporate Governance.

Pursuant to Schedule V of the SEBI (LODR) Regulations, 2015, Report on Corporate Governance along with the Auditors’ Certificate on its compliance is annexed separately to this Annual Report.

25. 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 Schedule V of the SEBI (LODR) Regulations, 2015, is provided in a separate section and forms part of this Annual Report.

26. 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.

27. 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 Karvy Computershare Private Limited 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.

28. Disclosures as per Regulation 14 of SEBI (Share Based Employee Benefits) Regulations, 2014.

The JSWHL Employees’ Stock Ownership Plan- 2016 approved by the shareholders vide special resolution dated 22.03.2016 is in compliance with the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 (“the SEBI ESOP Regulations”).

Further, the disclosure as required in terms of Regulation 14 of SEBI ESOP Regulations read with SEBI circular no. CIR/CFD/POLICY CELL/2/2015 dated June 16, 2015 has been disclosed on the website of the Company at http:// www.jsw.in/investors/investor-relations-jsw-holdings

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 E and Annexure F respectively 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 http://www.jsw.in/investors/ investor-relations-jsw-holdings

30. Prevention of Sexual Harassment

Your Directors stated that the Company follows an Anti-Sexual Harassment JSW Group Policy in line with the Requirements of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and there were no cases filed under the said policy.

31. Appreciation & Acknowledgements

Your Directors wish to express their sincere appreciation for the assistance and co-operation received from Banks, Reserve Bank of India, NSDL, CDSL 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 : 27th April, 2018 Chairman


Mar 31, 2017

Dear Members,

The Directors take pleasure in presenting the Sixteenth Annual Report of your Company together with the Standalone and Consolidated Financial Statement for the year ended 31st March, 2017.

1. Financial Results

Your Company has achieved a very good financial performance during the financial year 2016-17, which is summarized below:

Financial Highlights

(Rs. in Lakhs)

Standalone

Consolidated

Particulars

F.Y. 2016-17

F.Y. 2015-16

F.Y. 2016-17

Total Income

6,335.16

5,034.92

6,335.16

Profit Before Depreciation & Tax

5,939.88

4,682.67

5,939.88

Less :

Depreciation

1.54

1.88

1.54

Profit Before Tax

5,938.34

4,680.79

5,938.34

Tax

1,200.00

1,020.00

1,200.00

Profit After Tax but before share of profit / (loss) of Associates

4,738.34

3,660.79

4,738.34

Add/ Less share of profit / (loss) from associates

82.48

Profit after tax

4,734.34

3,660.79

4,820.82

Add : Balance brought forward from previous year

23,113.75

19,452.96

24,349.52

Amount available for Appropriation

27,852.09

23,113.75

29,170.34

Less :

Appropriations: Transfer to Reserve Fund

Nil

Nil

Nil

Balance carried to Balance Sheet

27,852.09

23,113.75

29,170.34

2. Dividend

Your Directors have deemed it prudent not to recommend any dividend on equity shares for the year ended 31st March, 2017, in order to conserve the resources for the future years.

3. Review of Operations

(A) Standalone Results

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. 1,302.68 Lakhs, Interest of Rs.2,910.51 Lakhs, Pledge Fees of Rs.809.97 Lakhs, and Other income of Rs. 1,312.00 Lakhs, the Total

Income is Rs. 6,335.16 Lakhs as against Total Income of Rs. 5,034.92 Lakhs in the previous year. The Profit before depreciation and tax is Rs. 5,939.88 Lakhs. After providing for depreciation of Rs. 1.54 Lakhs and Tax of Rs. 1,200 Lakhs, the Net Profit is Rs. 4,738.34 Lakhs as against Rs. 3,660.79 Lakhs in the previous year, an increase of around 29.43%.

(B) Consolidated Results

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. 1,302.68 Lakhs, Interest of Rs. 2,910.51 Lakhs, Pledge Fees of Rs. 809 Lakhs, and Other income of Rs. 1,312.00 Lakhs, the Total Income is Rs.6,335.16 Lakhs. The Profit before depreciation and tax is Rs. 5,939.88 Lakhs. After providing for depreciation of Rs. 1.54 Lakhs and Tax of Rs. 1,200 Lakhs, the Profit before tax but before share of profit of Associates is Rs. 4,738.34 Lakhs. The share of profit from associates is Rs. 82.48 Lakhs, and profit after tax is Rs.4,820.82 Lakhs

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. The Indian steel industry has entered into a new development stage, riding high on the resurgent economy and rising demand for steel.

The steel sector has been a major contributor to India''s manufacturing output. India is expected to become the world''s second largest producer of crude steel in the next 10 years, moving up from the third position, India''s comparatively low per capita steel consumption and the expected rise in consumption due to increased aviation, infrastructure, construction, thriving automobile, railways sector and rapid growth in the industrial sector. India''s economic growth is contingent upon the growth of the Indian steel industry. Consumption of steel is taken to be an indicator of economic development. While steel continues to have a stronghold in traditional sectors such as construction, housing and ground transportation, special steels are increasingly being used in engineering industries such as power generation, petrochemicals and fertilizers.

With the Indian economy poised for its next wave of growth under the reforms being unleashed in the last one year, there lies tremendous opportunity for the Indian steel industry to prosper and grow exponentially.

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 JSW Group of Companies.

The Company will continue to focus on making long-term strategic investments in various new ventures promoted by JSW 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

Sun Investments Private Limited (SIPL) is a Nonbanking Financial Company registered with the Reserve Bank of India. SIPL was formed with the main object of investing in and of financing group companies. SIPL holds strategic investments in JSW Group Companies. The net worth of SIPL as on 31.03.2017 is Rs. 244.91 crores.

ii. Jindal Coated Steel Private Limited

Jindal Coated Steel Private Limited (JCSPL) was formed with the main object of trading and manufacturing various types of steel and allied products. The net worth of JCSPL as on 31.03.2017 is Rs. 11.54 crores.

iii. Jindal Overseas Pte Limited.

Jindal Overseas Pte Limited (JOPL) was formed in Singapore for undertaking trading activities. The net worth of JOPL as on 31.12.2016 is SGD 19,208 (Singapore Dollar).

6. 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.

7. Extract of Annual Return

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

8. 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 five times on 06.05.2016, 13.06.2016, 30.07.2016, 21.10.2016 and 23.01.2017. The maximum interval between two meetings did not exceed 120 days as prescribed under Companies Act, 2013 and Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 [“SEBI (LODR) Regulations, 2015”].

9. 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, 2017, 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.

10. 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 Regulation 16 of the SEBI (LODR) Regulations, 2015. The following are the Non-Executive Independent Directors of the Company:

a) Mr. Atul Desai

b) Mr. Imtiaz Qureshi

c) Mrs. Sutapa Banerjee

11. 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-relations-jsw-holdings for investor''s information.

12. 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 on completion of their term as specified under Section 139 of the Companies Act, 2013 (“Act”), it is proposed to appoint M/s. HPVS & Associates, Chartered Accountants [Firm Registration No.137533W] Mumbai, as Statutory Auditors of the Company from the conclusion of this Annual General Meeting up to the conclusion of 21st Annual General Meeting, subject to ratification by the Members at every annual general meeting held thereafter.

The Company has received a declaration from M/s. HPVS & Associates, Chartered Accountants, Mumbai, confirming that their appointment, if made, would be within the limits prescribed under Section 139 of the Act, and that they are not disqualified for such appointment within the meaning of Section 141 of the Act. The auditors have also confirmed that the Institute of Chartered Accountants of India has conducted Peer Review. Your Directors recommend appointment of M/s. HPVS & Associates, Chartered Accountants, Mumbai, as the Statutory Auditors of the Company on a remuneration as may be fixed by the Board of Directors of the Company.

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 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 his report.

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

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

Details for investments, loans & guarantees:

a) Loans:

(Rs. in Lakhs)

Name of the party

Amount at the beginning of the year

Transactions during the year (Net)

Balance at the end of the year

Gagan Trading Co. Ltd.

149.20

(19.00)

130.20

Loans & advances to related parties (Refer Note No. 17 (9) of Financial statements)

23,623.00

8,227.50

31,850.50

Total

23,772.20

8,208.50

31,980.70

b) Investments: Refer Note No. 8 of the Financial Statement

c) Details for securities given:

Name of the party

Purpose for giving security

(Rs. in lakhs)

JSW Techno Projects Management Ltd. (‘JSW Techno”)

Pledge of shares for loan availed by JSW Techno

87,701.20

Unity Advisory Services Pvt. Ltd. (“Unity”)

Pledge of shares for loan availed by Unity

75,280.00

SJD Advisory Services Pvt. Ltd. (“SJD”)

Pledge of shares for loan availed by SJD

43,233.30

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

All transactions entered with Related Parties for the year under review were on arm''s length basis and in the ordinary course of business and that the provisions of Section 188 of the Companies Act, 2013 and the rules made there under are not attracted. Thus, disclosure in Form AOC-2 in terms of Section 134 of the Act is not required.

15. 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.

16. 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.

17. Risk Management Policy

The Company''s robust risk management framework/ policy identifies and evaluates business risks and opportunities. The policy aims to ensure resilience for sustainable growth & sound corporate governance by having an identified process of risk identification and management in compliance with the provisions of the Companies Act, 2013. Your Company has constituted a Risk Management Committee which reviews the risk management framework and high risks and opportunities which are emerging or where impact is substantially changing.

Intended risks, like for investments/granting loans/ providing security are taken prudently so as to manage exposure which can withstand risks affecting investments/ granting loans/ providing security and remain resilient.

Unintended risks related to performance, operations, compliances & systems are managed through direction setting vision/mission, funds allocation commensurate with risks & opportunities, code of conduct, competency building, policies, processes, supervisory controls, audit reviews etc.

The Company believes that the overall risk exposure of present and future risks remains within risk capacity.

18. Corporate Social Responsibility

JSW Holdings believes in inclusive growth to facilitate creation of a value based and empowered society through continuous and purposeful engagement with society around.

JSW Foundation administers the planning and implementation of all our CSR interventions. All the CSR initiatives are approved by the CSR Committee in line with the CSR Policy approved by the Board on April 28, 2014 and the same are reviewed periodically. The CSR Policy formulated is uploaded on the website of the Company at http://www.jsw.in/investors/investor-relations-jsw-holdings.

Following are the Company''s initiatives proposed to be undertaken as per Schedule VII of the Companies Act, 2013:

1. Improving living conditions (eradication of hunger, poverty, malnutrition etc.) - Providing medical aid to cancer patients, cataract patients and to children below 10 years old.

2. Promoting social development (education, skill development, livelihood enhancements etc.) -Providing educational support to economically weak children.

The details about the 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 D to this Report.

19. Formal Annual Evaluation

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17 and Part D of Schedule II, 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, Corporate Social Responsibility and ESOP 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 judgment, 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.

20. 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.

21. 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.

22. Directors

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

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

23. Reserve Bank of India’s Guidelines

Your Company is a Core Investment Company (“CIC”) in terms of the Core Investments 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.

24. Corporate Governance

Your Company has complied with the requirements of Regulation 17 to 27 of the SEBI (LODR) Regulations, 2015 on Corporate Governance.

Pursuant to Schedule V of the SEBI (LODR) Regulations, 2015, Report on Corporate Governance along with the Auditors'' Certificate on its compliance is annexed separately to this Annual Report.

25. 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 Schedule V of the SEBI (LODR) Regulations, 2015, is provided in a separate section and forms part of this Annual Report.

26. 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.

27. 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 Karvy Computershare Private Limited 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.

28. Disclosures as per Regulation 14 of SEBI (Share Based Employee Benefits) Regulations, 2014

The JSWHL Employees'' Stock Ownership Plan - 2016 approved by the shareholders vide special resolution dated 22.03.2016 is in compliance with the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 (“the SEBI ESOP Regulations”).

Further, the disclosure as required in terms of Regulation 14 of SEBI ESOP Regulations read with SEBI circular no. CIR/CFD/POLICY CELL/2/2015 dated June 16, 2015 has been disclosed on the website of the Company at http://www.isw.in/investors/investor-relations-isw-holdings

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 E and Annexure F respectively 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 http://www. jsw. in/investors/ investor-relations-jsw-holdings

30. Prevention of Sexual Harassment

Your Directors stated that the Company follows an Anti-Sexual Harassment JSW Group Policy in line with the Requirements of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and there were no cases filed under the said policy.

31. Appreciation & Acknowledgements

Your Directors wish to express their sincere appreciation for the assistance and co-operation received from Banks, Reserve Bank of India, NSDL, CDSL, 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 : 24th April, 2017 Chairman


Mar 31, 2016

The Directors have pleasure in presenting the Fifteenth Annual Report together with the Audited Annual Accounts of your Company
for the year ended 31st March, 2016.

1. Financial Results

Your Company has achieved a very good financial performance during the financial year 2015-16, which is summarized below:

Financial Highlights

(Rs, in lacs)

Particulars FY FY
2015-16 2014-15

Total Income 5,034.92 4,935.74

Profit Before
Depreciation & Tax 4,682.67 4,630.11

Less: Depreciation 1.88 3.09

Profit Before Tax 4,680.79 4,627.02

Ta x 1,020.00 956.00

Profit after tax 3,660.79 3,671.02

Add: Balance
brought forward from 19,452.96 15,781.94

previous year

Amount available
for Appropriation 23,113.75 19,452.96

Less: Appropriations: Nil Nil

Transfer to Reserve Fund

Balance carried to
Balance Sheet 23,113.75 19,452.96

2. Dividend

Your Directors have deemed it prudent not to recommend any dividend on equity shares for the year ended 31st March, 2016, in
order to conserve the resources for the future years.

3. Review of Operations

Your Company has recorded a good performance during the year under review. The Company has received during the year, Income by
way of Dividend of Rs, 1,901.35 Lacs, Interest of Rs, 2,658.99 Lacs, Pledge Fees of Rs, 474.58 Lacs, the Total Income is Rs,
5,034.92 Lacs as against Total Income of Rs, 4,935.74 Lacs in the previous year. The Profit before depreciation and tax is Rs,
4,682.67 Lacs as against Rs, 4,630.11 Lacs in the previous year. After providing for depreciation of Rs, 1.88 Lacs and Tax of Rs,
1,020.00 Lacs, the Net Profit is Rs, 3,660.79 Lacs as against Rs, 3,671.02 Lacs in the previous year.

4. Future Prospects

India is the world''s third-largest producer of crude steel and is expected to become the second-largest producer by end of 2016.
The growth in the Indian steel sector has been driven by domestic availability of raw materials such as iron ore and
cost-effective labour. Consequently, the steel sector has been a major contributor to India''s manufacturing output.

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. The Indian steel sector enjoys advantages of domestic availability of raw materials and cheap
labour. Iron ore is also available in abundant quantities. This provides major cost advantage to the domestic steel industry.
With rising income levels expected to make steel increasingly affordable, there is vast scope for increasing per capita
consumption of steel.

Private-sector investment in the steel industry is likely to remain slow. During F.Y. 2015-16, steel investment has been hit by
factors such as global excess capacity, leading to a significant decline in steel prices, increased imports, stagnant real estate
sector and financial stress on existing domestic companies.

With domestic prices falling in line with international prices in F.Y. 2015-16, exports are likely to marginally improve and go
up by 2-3 per cent. The Government is focusing on its ''Make in India'' campaign and taking steps to encourage Indian exports.
These measures will augur well for exports of steel in 2016-17. The Steel industry welcomes the steps taken by the government in
imposing provisional safeguard duty on certain grades of hot-rolled coils and increasing tariffs on steel products. The minimum
import price fixed by the Government has come as breather for steel industry. It is very good step by Government which covers 173
items and almost 80% of current import.

In F. Y. 2016-17, we expect a pick-up in global demand for steel. This will help in the recovery of international steel prices.
We expect import realizations to go up by 5.8 per cent. Domestic steel prices have followed suit and increased substantially
towards the end of financial year. Increase in demand and reduced pressure from imports are likely to aid the recovery in prices.

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 Statement

Your Company is not required to prepare consolidated financial results for F. Y. 2015-16, pursuant to the clarification issued by
the Ministry of Corporate Affairs vide general circular No. 04/2016 dated 27.04.2016, wherein it is stated that the Companies
(Accounting Standards) Amendment Rules, 2014 dated 30.03.2016 (pursuant to which the Company was required to prepare consolidated
accounts) should be used for preparation of accounts for accounting periods commencing on or after the date of the notification
i.e. 30.03.2016.

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 five times on 13.05.2015, 24.07.2015, 09.09.2015, 30.10.2015 and 02.02.2016. The
maximum interval between two meetings did not exceed 120 days as prescribed under Companies Act, 2013 and Regulation 17 of the
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2014 ("SEBI (LODR) Regulations, 2015").

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, 2016, 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 Regulation 16, of the SEBI (LODR) Regulations, 2015. The following
are the Non-Executive Independent Directors of the Company:

a) Mr. Atul Desai

b) Mr. Imtiaz Qureshi

c) 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/investor-relations-jsw-holdings 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 Regulation 33 of the SEBI (LODR) Regulations, 2015 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 his 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 Transactions Balance at
at the during the the end of
beginning year (Net) the year
of the year

Gagan Trading
Co. Ltd. 169.20 (20) 149.20

Loans & advances 22,093.50 1,529.50 23,623.00
related parties
(Refer Note
No. 17(9) of
Financial
Statements)

Total 22,262.70 1,509.50 23,772.20


b) Investments: Refer Note No. 8 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 1,68,272.57
Management Ltd. for loan availed by
("JSW Techno") JSW Techno

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

All transactions entered with Related Parties for the year under review were on arm''s length basis and in the ordinary course of
business and that the provisions of Section 188 of the Companies Act, 2013 and the Rules made there under are not attracted.
Thus, disclosure in form AOC-2 in terms of Section 134 of the Companies Act, 2013 is not required.

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 D to this Report.

20. Formal Annual Evaluation

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17 and Part D of Schedule II, 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, Corporate Social Responsibility and ESOP
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 judgment, 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

Mr. Nirmal Kumar 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.

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

24. Reserve Bank of India''s Guidelines

Your Company is a Core Investment Company ("CIC") in terms of the Core Investments 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 Regulation 17 to 27 of the SEBI (LODR) Regulations, 2015 on Corporate
Governance.

Pursuant to Schedule V of the SEBI (LODR) Regulations, 2015, 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
Schedule V of the SEBI (LODR) Regulations, 2015 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 Karvy Computershare Private Limited 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. Disclosures as per Regulation 14 of SEBI (Share Based Employee Benefits) Regulations, 2014

The JSWHL Employees'' Stock Ownership Plan - 2016 approved by the shareholders vide special resolution dated

22.03.2016 is in compliance with the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014
("the SEBI ESOP Regulations").

Further, the disclosure as required in terms of Regulation 14 of SEBI ESOP Regulations read with SEBI circular no. CIR/CFD/
POLICY CELL/2/2015 dated June 16, 2015 has been disclosed on the website of the Company at www.jsw.in.

30. 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 E 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

31. Prevention of Sexual Harassment

Your Directors stated that the Company follows an Anti-Sexual Harassment JSW Group Policy in line with the requirements of Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and there were no cases filed under the said
policy.

32. Change in Registrar and Share Transfer Agent of the Company

The Board of Directors at their meeting held on 06.05.2016 terminated the Memorandum of Understanding with Sharepro Services
(India) Private Limited pursuant to SEBI order no. WTM/RKA/MIRSD2/41/2016 dated 22nd March, 2016 and appointed Karvy
Computershare Private Limited ("Karvy") as the new Registrar and Share Agent of the Company. From 01.06.2016 onwards, the RTA
activities shall be handled by Karvy.

33. 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 6, 2016 Chairman


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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