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Directors Report of Maharashtra Seamless Ltd.

Mar 31, 2023

Your Directors are pleased to present the 35th Annual Report along with Audited Financial Statements of the Company for the financial year ended 31st March 2023.

FINANCIAL RESULTS

The highlights of the financial results are as under:		(Rs. in Crore)
Particulars	Year ended 31.03.2023	Year ended 31.03.2022
Revenue from Operations	5707.13	3974.60
Other Income	82.88	89.89
Total Revenue	5790.01	4064.49
Profit before Tax	949.07	530.84
Provision for Taxation
- Current	-	26.90
- Deferred Tax	239.25	58.03
- Deferred Tax Assets created due to amalgamation	-	(265.52)
- Adjustment relating to earlier years	(83.17)	-
Profit / (Loss) after Tax	792.99	711.43
Other Comprehensive Income	0.85	1.63
Total Comprehensive Income for the year	793.84	713.06

RESULTS OF OPERATIONS

Revenue from Operations during the year was '' 5707.13 Crore as against '' 3974.61 Crore in the previous year, Profit before tax for the year was '' 949.07 Crore as against '' 530.85 Crore in the previous year, Profit after Tax for the year was '' 792.99 Crore as against profit of '' 711.44 Crore in the previous year. Financial results for the year and the previous year have been computed after giving effect to the Scheme of Amalgamation of United Seamless Tubulaar Private Limited with the Company having appointed date as 1st October, 2021.

CHANGE IN NATURE OF BUSINESS

There is no change in the nature of the existing business of the Company.

AMALGAMATION

Pursuant to the Scheme of Amalgamation of United Seamless Tubulaar Private Limited (Amalgamating Company), a wholly owned subsidiary, with the Company, as sanctioned by Hon''ble National Company Law Tribunal, Mumbai Bench vide order dated 3rd March 2023, the assets and liabilities of the Amalgamating Company were transferred to and vested with the Company with effect from the appointed date i.e. 1st October, 2021.

BONUS ISSUE

During the year under review, your Company has issued and allotted 6,69,99,626 Bonus Equity Shares in the proportion of 1:1 (i.e. one equity share for every one equity share) to the eligible Members whose names appeared in the Register of Members / list of beneficial owners as on the record date fixed for this purpose.

SHARE CAPITAL

During the year under review, the Authorized Share Capital of the Company was increased from '' 60,00,00,000 to '' 70,00,00,000 by reclassification of 2,00,00,000 Preference Shares of '' 10 each into 4,00,00,000 Equity shares of '' 5 each and creation of 2,00,00,000 Equity shares of '' 5 each.

Further, pursuant to the Scheme of Amalgamation of United Seamless Tubulaar Private Limited (Amalgamating Company), a wholly owned subsidiary, with the Company, the Authorised Share Capital of the Company was increased to '' 1070,00,00,000 divided in to 114,00,00,000 Equity shares of '' 5 each and 50,00,00,000 Preference shares of '' 10 each due to clubbing of Authorised Share Capital of United Seamless Tubulaar Private Limited with the Company.

During the year under review, the Issued, Subscribed and Paid-up Equity Share Capital of your Company was increased from '' 33,49,98,130 divided into 6,69,99,626 Equity shares of '' 5 each to '' 66,99,96,260 divided into 13,39,99,252 Equity shares of '' 5 each consequent to allotment of 6,69,99,626 Bonus Equity Shares in the ratio of 1:1.

DIVIDEND

The Board has recommended dividend of '' 5.00/- (100%) per equity share of '' 5/- each for the year ended 31st March, 2023, subject to the approval of the members at the ensuing Annual General Meeting. Dividend Distribution Policy as per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is available on the Company''s website at http://jindal.com/msl/pdf/Dividend-Distribution-Policy.pdf

TRANSFER TO RESERVES

During the year, no amount is proposed to be transferred to General Reserve.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the provisions of Section 129(3) of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014, as amended from time to time, the Company has prepared Consolidated Financial Statements as per Indian Accounting Standard Ind AS-110 on Consolidated Financial Statements read with Indian Accounting Standard Ind AS-28 on Investments in Associates and Ind AS-27 on Interest in Joint Ventures. The audited Consolidated Financial Statements along with Auditors'' Report thereon forms part of this Annual Report.

SUBSIDIARY COMPANIES

As on 31st March, 2023, your Company had six subsidiaries, out of which two wholly owned subsidiary companies are registered in India and remaining four, including two wholly owned subsidiaries are registered outside India. There has been no material change in the nature of business of subsidiary Companies. United Seamless Tubulaar Private Limited ceased to be a subsidiary company on account of its amalgamation with the Company during the year.

Pursuant to the provisions of Section 129 (3) of the Companies Act, 2013, a statement containing salient features of the Financial Statements of the subsidiaries, joint venture and associate companies is attached to the Financial Statements of the Company.

Further, pursuant to the provisions of Section 136 of the Companies Act, 2013, the Financial Statements of the Company, Consolidated Financial Statements along with relevant documents and separate audited accounts in respect of subsidiaries are available on the website of the Company i.e. www.jindal.com

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mr. S. P. Raj, Director of the Company, is liable to retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for reappointment. Mr. S. P. Raj, Director of the Company was appointed as Whole-time Director of the Company with effect from 31st March, 2023.

Mr. Raghav Jindal was appointed as Director of the Company with effect from 1st July, 2022. Mr. Raghav Jindal was also appointed as Joint Managing Director for a period of 5 years with effect from 1st July, 2022.

All Independent Directors of the Company have given declaration that they meet the criteria of independence as laid down under Section 149 (6) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time, and are independent to the management of the Company. During the year, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees and reimbursement of expenses incurred by them for attending meetings of the Company.

During the year, Mr. Danish Parvaiz Bhat resigned as Chief Financial Officer and was relieved on 17th June, 2022. Mr. Sarat Kumar Mohanty was appointed as Chief Financial Officer of the Company on 17th October, 2022.

Pursuant to the provisions of Section 203 of the Companies Act, 2013, the Key Managerial Personnel of the Company as on 31st March, 2023 were Mr. Saket Jindal, Managing Director, Mr. Sarat Kumar Mohanty, Chief Financial Officer (since resigned effective 31st May, 2023) and Mr. Ram Ji Nigam, Company Secretary.

BOARD MEETINGS

During the year 2022-23, six meetings of the Board of Directors were held. The details of meetings are given in the Corporate Governance Report, which forms part of this report.

BOARD EVALUATION

The Board of Directors has carried out the Annual Performance Evaluation of its own, Committees of Board of Directors and Individual Directors pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The performance of the Board was evaluated by the Board, after seeking inputs from all Directors on the basis of the criteria such as Board composition and structures, effectiveness of Board processes, information and functioning etc. The performance of the Committees was evaluated by the Board after seeking inputs from the Committee members on the basis of the criteria such as the composition of Committees, effectiveness of Committee meetings etc. The Board and the Nomination and Remuneration Committee reviewed the performance of the individual Directors on the basis of the criteria such as contribution of the Individual Director to the Board and Committee meetings. Also in a separate meeting of Independent Directors, performance of Non-Independent Directors, Board as a whole and the Chairman were evaluated, taking into account the views of Executive Directors and Non-Executive Directors. Performance evaluation of Independent Directors was done by the entire Board, excluding the Independent Director being evaluated.

POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION

The salient features of Company''s policy on appointment and remuneration of Directors, key managerial personnel and other employees including criteria for determining qualifications, positive attributes, independence of Directors and other matters provided in Section 178(3) of the Companies Act, 2013 has been disclosed in the Corporate Governance report, which forms part of this Report

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the provisions of the Companies Act, 2013 read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 as amended from time to time ("the Rules"), all unpaid or unclaimed dividends are required to be transferred by the Company to the IEPF Authority after the completion of seven years. Further, according to the Rules, the shares on which dividend has not been paid or claimed by the shareholders for seven consecutive years or more shall also be transferred to the demat account of the IEPF Authority. Accordingly, the Company has transferred unpaid/ unclaimed dividend for upto FY 2014-15 along with relevant shares to the Investor Education and Protection Fund (IEPF). The details are also available on the website of the Company www.jindal.com

RISK MANAGEMENT

The Company has constituted a Risk Management Committee to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified are systematically addressed through mitigating actions on continuous basis and monitored regularly with reference to statutory regulations and guidelines. The Company''s business operations are exposed to a variety of financial risks such as market risks (foreign exchange risk, internal rate risk and price risk), Liquidity risk etc. The Board of the Company has approved the Risk Management Policy of the Company and authorized the Risk Management Committee to implement and monitor the risk management plan for the Company and also identify and mitigate various elements of risks, if any, which in the opinion of the Board may threaten the existence of the Company.

INTERNAL FINANCIAL CONTROLS

As per the provisions of Section 134(5) (e) of the Companies Act, 2013, the Company has in place adequate internal financial controls with reference to financial statements. Audit Committee periodically reviews the adequacy of internal financial controls. During the year, such controls were tested and no reportable material weaknesses in the design or operation were observed.

DIRECTORS'' RESPONSIBILITY STATEMENT

As required under Section 134(5) of the Companies Act, 2013, your Directors state:

(i) that in the preparation of the Annual Accounts for the year ended 31st March, 2023, the applicable accounting standards had been followed and there are no material departures;

(ii) that the accounting policies selected and applied are consistent and the judgments and estimates made 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 financial year and of the

profit of the Company for that period;

(iii) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) that the Annual Accounts for the year ended 31st March, 2023 have been prepared on a going concern basis.

(v) that the internal financial controls laid down by the Board and being followed by the Company are adequate and were

operating effectively.

(vi) that the proper systems, devised by Directors to ensure compliance with the provisions of all applicable laws, were adequate and operating effectively.

ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013, the Annual Return of the Company prepared in accordance with Section 92(1) of the Companies Act, 2013 read with Rule 11 of the Companies (Management and Administration) Rules, 2014 is available on the Company''s on www.jindal.com

AUDIT COMMITTEE

The Audit Committee of the Company consists of Mr. P. N. Vijay, Chairman, Mr. Dharam Pal Jindal, Mr. Sanjeev Rungta and Mr. Ashok Bhandari as its other members. The terms of reference are in conformity with the requirements of Section 177 of the Companies Act, 2013 and Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has adopted a Whistle blower policy and has established the necessary vigil Mechanism for Directors and employees to report concerns about unethical behavior, actual or suspected fraud or violation of the Company''s Code of conduct. The said policy has been disclosed on the Company''s website at http://jindal.com/msl/pdf/Vigil-Mechanism-MSL.pdf

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

In compliance with Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Business

Responsibility and Sustainability Report, detailing various initiatives taken by the Company on environmental, Social and governance fronts is forming part of this report. The Board of Directors has adopted the Business Responsibility Policy. The said Policy is available on Company''s website at http://jindal.com/msl/pdf/Business-Responsiblity-Policy.pdf

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All contracts/ arrangements/transactions entered into by the Company with the related parties during the year were in the ordinary course of business and on an arm''s length basis. Information on transactions with related parties pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 are appended in Form AOC-2 as Annexure to this Report.

CORPORATE SOCIAL RESPONSIBILITY

The Corporate Social Responsibility Committee has formulated a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, monitoring the implementation of the framework of the CSR Policy and recommending the amount to be spent on CSR activities, which has been approved by the Board. The CSR policy may be accessed on the Company''s website at http://jindal.com/msl/pdf/CSR-Policy-MSL.pdf

The Annual Report on CSR activities in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed to this Report.

CORPORATE GOVERNANCE REPORT

Corporate Governance Report along with Auditors'' Certificate complying with the conditions of Corporate Governance as stipulated in Regulation 34 read with Para C of schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, has been annexed as a part of this Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A detailed analysis of your Company''s performance is discussed in the Management Discussion and Analysis Report which forms part of this Annual Report.

INFORMATION UNDER THE SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has constituted an Internal Complaints Committee under Section 4 of the Sexual Harassment of Women at Workplace (Preventions, Prohibition and Redressal) Act, 2013. Disclosures in relation to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 is as under:

a. number of complaints filed during the financial year-NIL

b. number of complaints disposed of during the financial year-NIL

c. number of complaints pending as on end of the financial year-NIL

STATEMENT CONTAINING HIGHLIGHTS OF PERFORMANCE OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE

A statement containing the highlights of performance Subsidiary, Associates and Joint Venture of the Company given in Form AOC-1 which forms part of the Financial Statements.

AUDITORS AND AUDITORS'' REPORT

Pursuant to provision of Section 139 of the Companies Act, 2013 and rules made there under, M/s Kanodia Sanyal & Associates, Chartered Accountants were appointed as Auditors of the Company from the conclusion 34th Annual General Meeting of the Company, until the conclusion of 39th Annual General Meeting.

M/s Kanodia Sanyal & Associates has issued Audit Reports with unmodified opinion on the Standalone and Consolidated Financial Statements of the Company for the year ended 31st March, 2023. The Notes on the Financials Statement referred to in the Audit Report are self-explanatory and therefore, do not call for any further explanation or comments from the Board under Section 134(3) (f) of the Companies Act, 2013.

The Auditors have not reported any instances of fraud committed in the Company by its officers or employees to the Audit Committee.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The particulars of loans, guarantees and investments have been disclosed in the Standalone Financial Statements of the Company.

COST AUDIT

During the year, the Company has made and maintained Cost Account and Records in terms of provisions of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014. The Company has appointed M/s R. J. Goel & Co. Cost Accountants as Cost Auditors under Section 148 of the Companies Act, 2013, for audit of cost records of the Company for the year ending 31st March, 2024.

SECRETARIAL STANDARDS

During the period, the Company has duly complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India. i.e. SS-1 and SS-2 relating to ''Meetings of the Board of Directors'' and ''General Meetings respectively.

SECRETARIAL AUDIT

The Board has appointed Mr. Namo Narain Agarwal, (FCS No. 234) Company Secretary in practice to conduct Secretarial Audit for the financial year ended 31st March, 2023. The Secretarial Audit Report for the year ended 31st March, 2023 is annexed herewith to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

FIXED DEPOSITS

The Company has not accepted any deposits from Public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the Balance Sheet.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The information in accordance with the provisions of Section 134(3)(m) of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014 is annexed hereto.

PARTICULARS OF EMPLOYEES

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed with this report. Particulars of employees, as required under Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part of this report. However, in pursuance of Section 136(1) of the Act, this report is being sent to the shareholders of the Company excluding the said information. The said information is available for inspection by the members at the registered office of the Company during working hours up to the date of the Annual General Meeting. Any member interested in obtaining such information may write to the Company Secretary at the corporate office of the Company.

MATERIAL CHANGES & COMMITMENTS

During the year, Hon''ble National Company Law Tribunal, Mumbai Bench vide order dated 3rd March 2023 has sanctioned the Scheme of Amalgamation of United Seamless Tubulaar Private Limited, a wholly owned subsidiary, with the Company with effect from the appointed date i.e. 1st October, 2021.

Except as above, no material changes and commitments, affecting the financial position of the Company have occurred after the end of the financial year ended 31st March, 2023 and till the date of this report.

OTHER DISCLOSURES

Your Directors state that there being no transactions with respect to following items during the year under review, no disclosure or reporting is required in respect of the same:

1. Issue of equity shares with differential rights as to dividend, voting or otherwise.

2. Issue of shares (including sweat equity shares) to employees of your Company under any scheme.

3. Neither the Managing Director nor the Whole-time Director of your Company receive any remuneration or commission from any of its subsidiaries.

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

5. Buy-back of shares.

6. No application was made or any proceeding is pending under the Insolvency and Bankruptcy Code, 2016.

7. No settlements have been done with banks or financial institutions.

ACKNOWLEDGEMENT

Your Directors place on record their appreciation for the assistance and co-operation received from Central Government, State Government of Maharashtra and all other Government agencies, ONGCL, Oil India, other PSUs, Banks, Insurance Companies, Credit rating agencies and Stakeholders.

Your Directors wish to place on record their deep sense of appreciation for the devoted contribution made by the employees at all levels.

For and on behalf of the Board D.P. JINDAL

Place : New Delhi Chairman

Dated : 1st August, 2023 DIN: 00405579

Mar 31, 2022

Your Directors are pleased to present the 34th Annual Report along with Audited Financial Statements of the Company for the financial year ended 31st March 2022.

FINANCIAL RESULTS

The highlights of the financial results are as under:		('' in Crore)
Particulars	Year ended 31.03.2022	Year ended 31.03.2021
Revenue from Operations	3556.08	2225.08
Other Income	88.24	90.64
Total Revenue	3644.32	2315.72
Profit before Exceptional Items & Tax	481.51	383.67
Exceptional Items	-	190.99
Profit before Tax	481.51	192.68
Provision for Taxation
- Current	77.44	-
- Deferred Tax	23.62	51.09
- Earlier years	-	-
Profit / (Loss) after Tax	380.45	141.59
Other Comprehensive Income	1.60	1.94
Total Comprehensive Income for the year	382.05	143.53

RESULTS OF OPERATIONS

Revenue from Operations during the year was '' 3556.08 Crore as against '' 2225.08 Crore in the previous year, Profit before tax for the year was '' 481.51 Crore as against '' 192.68 Crore in the previous year, Profit after Tax for the year was '' 380.45 Crore as against '' 141.59 Crore in the previous year.

CHANGE IN NATURE OF BUSINESS

There is no change in the nature of the existing business of the Company.

DIVIDEND

The Board has recommended dividend of '' 5.00/- (100%) per equity share of '' 5/- each for the year ended 31st March, 2022, subject to the approval of the members at the ensuing Annual General Meeting.

Dividend Distribution Policy as per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is available on the Company''s website at http://jindal.com/msl/pdf/Dividend-Distribution-Policy.pdf

TRANSFER TO RESERVES

During the year no amount is proposed to be transferred to General Reserve.

CONSOLIDATED FINANCIAL STATEMENTS

SUBSIDIARY COMPANIES

As on 31st March, 2022, your Company had seven subsidiaries, out of which two wholly owned subsidiary companies and one subsidiary company were registered in India and remaining four, including two wholly owned subsidiaries are registered outside India. There has been no material change in the nature of business of subsidiary companies.

Pursuant to the provisions of Section 129 (3) of the Companies Act, 2013, a statement containing salient features of the Financial Statements of the subsidiaries, joint venture and associate Companies is attached to the Financial Statements of the Company.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mr. Dharam Pal Jindal, Director of the Company, is liable to retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for reappointment.

Mr. Raghav Jindal was appointed as Additional Director of the Company with effect from 1st July, 2022. Mr. Raghav Jindal has also been appointed as Joint Managing Director for a period of 5 years with effect from 1st July, 2022, subject to approval of the members of the Company. Necessary resolution for approval of his appointment has been included in the Notice of the ensuing Annual General Meeting of the Company.

Pursuant to the provisions of Section 203 of the Companies Act, 2013, the Key Managerial Personnel of the Company as on 31st March, 2022 were Mr. Saket Jindal, Managing Director, Mr. Danish Parvaiz Bhat, Chief Financial Officer (since resigned on 17th June, 2022) and Mr. Ram Ji Nigam, Company Secretary.

BOARD MEETINGS

During the financial year 2021-22, four meetings of the Board of Directors were held. Details of meetings are given in the Corporate Governance Report, which forms part of this report.

BOARD EVALUATION

The Board of Directors has carried out the Annual Performance Evaluation of its own, Committees of Board of Directors and Individual Directors pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Performance of the Board was evaluated by the Board, after seeking inputs from all Directors on the basis of the criteria such as Board composition and structures, effectiveness of Board processes, information and functioning etc. The performance of the Committees was evaluated by the Board after seeking inputs from the Committee members on the basis of the criteria such as the composition of Committees, effectiveness of Committee meetings etc. The Board and the Nomination and Remuneration Committee reviewed the performance of the individual Directors on the basis of the criteria such as contribution of the Individual Director to the Board and Committee meetings. Also in a separate meeting of Independent Directors, performance of Non-Independent Directors, Board as a whole and the Chairman were evaluated, taking into account the views of Executive Directors and Non-Executive Directors. Performance evaluation of Independent Directors was done by the entire Board, excluding the Independent Director being evaluated.

POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the provisions of the Companies Act, 2013 read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 as amended from time to time ("the Rules"), all unpaid or unclaimed dividends are required to be transferred by the Company to the IEPF Authority after the completion of seven years. Further, according to the Rules, the shares on which dividend has not been paid or claimed by the shareholders for seven consecutive years or more shall also be transferred to the demat account of the IEPF Authority. Accordingly, the Company has transferred unpaid/ unclaimed dividend for upto FY 2013-14 along with relevant shares to the Investor Education and Protection Fund (IEPF). The details are also available on the website of the Company www.jindal.com

RISK MANAGEMENT

INTERNAL FINANCIAL CONTROLS

As per the provisions of Section 134(5) (e) of the Companies Act, 2013, the Company has in place adequate internal financial

controls with reference to financial statements. Audit Committee periodically reviews the adequecy of internal financial controls. During the year, such controls were tested and no reportable material weaknesses in the design or operation were observed.

DIRECTORS'' RESPONSIBILITY STATEMENT

As required under Section 134(5) of the Companies Act, 2013, your Directors state:

(i) that in the preparation of the Annual Accounts for the year ended 31st March, 2022, the applicable accounting standards had been followed and there are no material departures;

(ii) that the accounting policies selected and applied are consistent and the judgments and estimates made 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 financial year and of the profit of the Company for that period;

(iv) that the Annual Accounts for the year ended 31st March, 2022 have been prepared on a going concern basis.

(v) that the internal financial controls laid down by the Board and being followed by the Company are adequate and were operating effectively.

(vi) that the proper systems, devised by Directors to ensure compliance with the provisions of all applicable laws, were adequate and operating effectively.

ANNUAL RETURN

AUDIT COMMITTEE

VIGIL MECHANISM/WHISTLE BLOWER POLICY

BUSINESS RESPONSIBILITY REPORT

In compliance with Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Business Responsibility Report, detailing various initiatives taken by the Company on environmental, Social and governance fronts is forming part of this report. The Board of Directors has adopted the Business Responsibility Policy. The said Policy is available on Company''s website at http://jindal.com/msl/pdf/Business-Responsiblity-Policy.pdf

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

CORPORATE SOCIAL RESPONSIBILITY

The Annual Report on CSR activities in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed to this Report.

CORPORATE GOVERNANCE REPORT

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A detailed analysis of your Company''s performance is discussed in the Management Discussion and Analysis Report which forms part of this Annual Report.

INFORMATION UNDER THE SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

a. number of complaints filed during the financial year-NIL

b. number of complaints disposed of during the financial year-NIL

c. number of complaints pending as on end of the financial year-NIL

STATEMENT CONTAINING HIGHLIGHTS OF PERFORMANCE OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE

A statement containing the highlights of performance of Subsidiaries, Associates and Joint Venture of the Company are given in Form AOC-1 which forms part of the Financial Statements.

AUDITORS AND AUDITORS'' REPORT

M/s L.B. Jha & Co., Chartered Accountants who were appointed as Auditors of the Company from the conclusion of 29th Annual General Meeting of the Company will complete their present term on conclusion of 34th Annual General Meeting. The Board of Directors on the recommendation of Audit Committee, has recommended for the approval of members, the appointment and the remuneration of M/s Kanodia Sanyal & Associates, Chartered Accountants (Firm Registration No. 008396N), as the Auditors of the Company from the conclusion of the 34th Annual General Meeting till the conclusion of the 39th Annual General Meeting of the Company.

M/s L.B. Jha & Co., Chartered Accountants, Auditors of the Company have issued Audit Reports with unmodified opinion on the Standalone and Consolidated Financial Statements of the Company for the year ended 31st March, 2022. The Notes on the Financials Statement referred to in the Audit Report are self-explanatory and therefore, do not call for any further explanation or comments from the Board under Section 134(3) (f) of the Companies Act, 2013.

The Auditors have not reported any instances of fraud committed in the Company by its officers or employees to the Audit Committee.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The particulars of loans, guarantees and investments have been disclosed in the Standalone Financial Statements of the Company.

COST AUDIT

SECRETARIAL STANDARDS

SECRETARIAL AUDIT

The Board has appointed Mr. Namo Narain Agarwal, (FCS No. 234) Company Secretary in practice to conduct Secretarial Audit for the financial year ended 31st March, 2022. The Secretarial Audit Report for the year ended 31st March, 2022 is annexed herewith to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

FIXED DEPOSITS

The Company has not accepted any deposits from Public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the Balance Sheet.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The information in accordance with the provisions of Section 134(3)(m) of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014 is annexed hereto.

PARTICULARS OF EMPLOYEES

said information. The said information is available for inspection by the members at the registered office of the Company during working hours up to the date of the Annual General Meeting. Any member interested in obtaining such information may write to the Company Secretary at the corporate office of the Company.

MATERIAL CHANGES & COMMITMENTS

United Seamless Tubulaar Pvt. Ltd. became wholly owned subsudiary of the Company in Aprill, 2022. The Board of Directors has approved the Scheme of Amalgamation of United Seamless Tubulaar Private Limited, with the Company and necessary petition has been filed with Hon''ble National Company Law Tribunal, Mumbai Bench for its approval.

Except as above, no material changes and commitments, affecting the financial position of the Company have occurred after the end of the financial year ended 31st March, 2022 and till the date of this report.

OTHER DISCLOSURES

Your Directors state that there being no transactions with respect to following items during the year under review, no disclosure or reporting is required in respect of the same:

1. Issue of equity shares with differential rights as to dividend, voting or otherwise.

2. Issue of shares (including sweat equity shares) to employees of your Company under any scheme.

3. Neither the Managing Director nor the Whole-time Director of your Company receive any remuneration or commission from any of its subsidiaries.

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

5. Buy-back of shares.

6. No application was made or any proceeding is pending under the Insolvency and Bankruptcy Code, 2016.

7. No settlements have been done with banks or financial institutions.

ACKNOWLEDGEMENT

Your Directors wish to place on record their deep sense of appreciation for the devoted contribution made by the employees at all levels.

For and on behalf of the Board D.P. JINDAL

Place : New Delhi Chairman

Dated : 25th July, 2022 DIN: 00405579

Mar 31, 2018

To the Members,

The Directors are pleased to present the 30th Annual Report along with Audited Financial Statements of the Company for the year ended 31st March 2018.

FINANCIAL RESULTS

The highlights of the financial results are as under:

(Rs, in Crore)

Particulars	Year ended 31.03.2018	Year ended 31.03.2017
Revenue from Operations	2160.49	1569.91
Other Income	67.30	85.01
Total Revenue	2227.79	1 654.92
Profit Before Tax	290.39	225.71
Provision for Taxation
- Current	86.06	84.60
- Deferred Tax	21.21	(5.83)
- Earlier years	(15.30)	1.42
Profit after Tax	198.42	145.52
Other Comprehensive Income	0.41	0.19
Total Comprehensive Income for the year	198.83	145.71

RESULTS OF OPERATIONS

Revenue from Operation during the year was Rs, 2160.49 Crore against Rs, 1569.91 Crore in the previous year, Profit before tax for the year was Rs, 290.39 Crore as against Rs, 225.71 Crore in the previous year, Profit after tax for the year was Rs, 198.43 Crore as against Rs, 145.52 Crore in the previous year.

DIVIDEND

The Board has recommended dividend of Rs, 6.00 (120%) per equity share of Rs, 5/- each for the year ended 31st March, 2018, subject to the approval of the members at the ensuing Annual General Meeting.

Dividend Distribution Policy as per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is available on the Companyâs website at http://jindal.com/msl/pdf/Dividend-Distribution-Policy.pdf

TRANSFER TO RESERVES

During the year no amount is proposed to be transferred to General Reserve.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the provisions of Section 129(3) of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 the Company has prepared Consolidated Financial Statements as per Indian Accounting Standard Ind AS-110 on Consolidated Financial Statements read with Indian Accounting Standard Ind AS-28 on Investments in Associates and Ind AS-27 on Interest in Joint Ventures. The audited Consolidated Financial Statements along with Auditorsâ Report thereon forms part of this Annual Report.

SUBSIDIARY COMPANIES

During the year, Jindal Premium Connections Pvt. Ltd. became a wholly owned subsidiary of the Company.

As on 31st March, 2018, your Company had six subsidiaries, two are wholly owned subsidiary Companies registered in India and remaining four are registered outside India. There has been no material change in the nature of business of subsidiary Companies.

Pursuant to the provisions of Section 129 (3) of the Companies Act, 2013, a statement containing salient features of the Financial Statements of the subsidiaries, joint venture and associate Companies is attached to the Financial Statements of the Company.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Shri S. P. Raj retires by rotation as Director at the ensuing Annual General Meeting and being eligible, offers himself for reappointment.

Brief resume of the Director who is proposed to be re-appointed is furnished in the Notice of the Annual General Meeting.

All Independent Directors of the Company have given declaration that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

During the year, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees and reimbursement of expenses incurred by them for attending meetings of the Company.

Pursuant to the provisions of Section 203 of the Companies Act, 2013, the Key Managerial Personnel of the Company are Shri Shiv Kumar Singhal, Whole-Time Director, Shri Ashok Soni, Chief Financial Officer and Shri Dinesh Chandra Gupta, Company Secretary.

BOARD MEETINGS

During the year 2017-18, 4 (Four) meetings of the Board of Directors were held. The details of meetings are given in the Corporate Governance Report, which forms part of this report.

BOARD EVALUATION

The Board of Directors has carried out an Annual Performance Evaluation of its own, Board Committees and Individual Directors pursuant to the provisions of the Companies Act, 2013 and the Corporate Governance requirements as prescribed under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The performance of the Board was evaluated by the Board, after seeking inputs from all Directors on the basis of the criteria such as Board composition and structures, effectiveness of Board processes, information and functioning etc.

The performance of the Committees was evaluated by the Board after seeking inputs from the Committee members on the basis of the criteria such as the composition of Committees, effectiveness of Committee meetings etc.

The Board and the Nomination and Remuneration Committee reviewed the performance of the individual Directors on the basis of the criteria such as contribution of the Individual Director to the Board and Committee meetings.

Also in a separate meeting of Independent Directors, performance of Non-Independent Directors, Board as a whole and the Chairman were evaluated, taking into account the views of Executive Directors and Non-Executive Directors. Performance evaluation of Independent Directors was done by the entire Board, excluding the Independent Director being evaluated.

POLICY ON DIRECTORSâ APPOINTMENT AND REMUNERATION

The Companyâs policy on Directorsâ appointment and remuneration including criteria for determining qualifications, positive attributes, independence of Directors and other matters provided in Section 178(3) of the Companies Act, 2013 has been disclosed in the Corporate Governance report, which forms part of this Report.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the provisions of the Companies Act, 2013 read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules,

2016 ("the Rulesâ), all unpaid or unclaimed dividends are required to be transferred by the Company to the IEPF Authority after the completion of seven years. Further, according to the Rules, the shares on which dividend has not been paid or claimed by the shareholders for seven consecutive years or more shall also be transferred to the demat account of the IEPF Authority. Accordingly, the Company has transferred unpaid/ unclaimed dividend for upto FY 2009-10 along with relevant shares to the Investor Education and Protection Fund (IEPF). The details are also available on the website of the Company www.jindal.com

RISK MANAGEMENT

Adequate measures have been adopted by the Company to anticipate, plan and mitigate the spectrum of risks it faces. All manufacturing sites are analyzed to minimize risks associated with protection of environment, safety of operations and health of people at work and monitored regularly with reference to statutory regulations and guidelines. Improving work place safety continues to be top priority at manufacturing sites. The Companyâs business operations are exposed to a variety of financial risks such as market risks (foreign exchange risk, internal rate risk and price risk), Liquidity risk etc.

The Board of the Company has approved the Risk Management Policy of the Company and authorized the Audit Committee to implement and monitor the risk management plan for the Company and also identify and mitigate various elements of risks, if any, which in the opinion of the Board may threaten the existence of the Company.

INTERNAL FINANCIAL CONTROLS

During the year, such controls were tested and no reportable material weaknesses in the design or operation were observed.

DIRECTORS'' RESPONSIBILITY STATEMENT

As required under Section 134(5) of the Companies Act, 2013, your Directors state:

(i) that in the preparation of the Annual Accounts for the year ended 31st March, 2018, the applicable accounting standards had been followed and there are no material departures;

(iv) that the Annual Accounts for the year ended 31st March, 2018 have been prepared on a going concern basis.

(v) that the internal financial controls laid down by the Board and being followed by the Company are adequate and were operating effectively.

(vi) that the proper systems, devised by Directors to ensure compliance with the provisions of all applicable laws, were adequate and operating effectively.

EXTRACT OF ANNUAL RETURN

As required under Section 92(3) of the Companies Act, 2013 the details forming part of the extract of the Annual Return in form MGT-9 is annexed with this Report.

AUDIT COMMITTEE

The Audit Committee of the Company consists of Shri U. C. Agarwal, Chairman, Shri D. P. Jindal, Shri Sanjeev Rungta and Shri P. N. Vijay as its other members. The terms of reference are in conformity with the requirements of Section 177 of the Companies Act, 2013 and Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

VIGIL MECHANISM

The Company has adopted a Whistle blower policy and has established the necessary vigil mechanism for Directors and employees to report concerns about unethical behaviour, actual or suspected fraud or violation of the Companyâs Code of conduct. The said policy has been disclosed on the Companyâs website under the web link http://jindal.com/msl/pdf/Vigil-Mechanism-MSL.pdf

BUSINESS RESPONSIBILITY REPORT

In compliance with Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Business Responsibility Report, detailing various initiatives taken by the Company on environmental, social and governance front is forming part of this report. The Board of Directors has adopted the Business Responsibility Policy. The said policy is available on Companyâs website at http://jindal.com/msl/pdf/Business-Responsiblity-Policy.pdf

CORPORATE SOCIAL RESPONSIBILITY

The Corporate Social Responsibility Committee has formulated a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, monitoring the implementation of the framework of the CSR Policy and recommending the amount to be spent on CSR activities, which has been approved by the Board. The CSR Policy may be accessed on the website of the Company at http://jindal.com/msl/pdf/CSR-Policy-MSL.pdf

The Annual Report on CSR activities in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014 is appended as Annexure to this Report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The particulars of loans, guarantees and investments have been disclosed in the Standalone Financial Statements of the Company. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All contracts/ arrangements/transactions entered into by the Company with the related parties during the year were in the ordinary course of business and on an armâs length basis.

Information on transactions with related parties pursuant to Section I34(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 are appended in Form AOC-2 as Annexure to this Report.

CORPORATE GOVERNANCE REPORT

Corporate Governance Report along with Auditorsâ Certificate complying with the conditions of Corporate Governance as stipulated in Regulation 27 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, has been annexed as a part of this Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A detailed analysis of your Companyâs performance is discussed in the Management Discussion and Analysis Report which forms part of this Annual Report.

INFORMATION UNDER THE SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has constituted an Internal Complaints Committee under Section 4 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the year no complaint was filed before the said Committee AUDITORS

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and rules framed thereunder, M/s L.B. Jha & Co., Chartered Accountants, were appointed as Statutory Auditors of the Company from the conclusion of 29th Annual General Meeting of the Company, until the conclusion of 34th Annual General Meeting.

The observations of the Auditors are explained wherever necessary in the appropriate Notes on Accounts. The Auditorsâ Report does not contain any qualification, reservation or adverse remark.

COST AUDIT

In compliance with the provisions of the Companies Act, 2013 and relevent rules the Company has been maintaining cost records.

In conformity with the Directives of the Central Government, the Company has appointed M/s R. J. Goel & Co. Cost Accountants as Cost Auditors under Section 148 of the Companies Act, 2013, for audit of cost records of the Company for the year ending 31st March, 2019.

SECRETARIAL STANDARDS

The Directors state that applicable Secretarial Standards i.e. SS-I and SS-2 relating to âMeetings of the Board of Directorsâ and âGeneral Meetingsâ respectively have been duly followed by the Company.

SECRETARIAL AUDIT

The Board has appointed Mr. Namo Narain Agarwal, (FCS No. 234) Company Secretary in practice to conduct Secretarial Audit for the financial year ended 31st March, 2018. The Secretarial Audit Report for the year ended 31st March, 2018 is annexed herewith as an annexure to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

FIXED DEPOSITS

The Company has not accepted any deposits from Public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the Balance Sheet.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The information in accordance with the provisions of Section I34(3)(m) of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014 is annexed hereto.

PARTICULARS OF EMPLOYEES

Particulars of employees, as required under Section 197(12) of the Companies Act, 2013 (Act) read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part of this report. However, in pursuance of Section 136(1) of the Act, this report is being sent to the shareholders of the Company excluding the said information. The said information is available for inspection by the members of the Company at the registered office of the Company during working hours up to the date of the Annual General Meeting. Any member interested in obtaining such information may write to the Company Secretary at the corporate office of the Company.

MATERIAL CHANGES & COMMITMENTS

No material changes and commitments, affecting the financial position of the Company have occurred after the end of the financial year ended 31st March, 2018 and till the date of this report.

ACKNOWLEDGEMENT

Your Directors wish to place on record their deep sense of appreciation for the devoted contribution made by the employees at all levels.

For and on behalf of the Board

Place: Gurugram D.P. JINDAL

Dated: 13th August, 2018 Executive Chairman

Mar 31, 2017

To the Members,

The Directors are pleased to present the 29th Annual Report along with Audited Financial Statements of the Company for the year ended 31st March, 2017.

FINANCIAL RESULTS

The highlights of the financial results are as under:

(Rs. in crore)

Particulars	Year ended	Year ended
	31.03.2017	31.03.2016
Revenue from Operations	1569.91	1108.70
Other Income	85.01	94.63
Total Revenue	1654.92	1203.33
Profit before Tax	225.71	54.16
Provision for Taxation
- Current	84.60	13.66
- MAT Credit	-	(0.06)
- Deferred Tax	(5.83)	3.00
- Earlier years	1.42	6.08
Profit after Tax	145.52	31.48
Other Comprehensive Income	0.19	0.36
Total Comprehensive Income for the year	145.71	31.84

INDIAN ACCOUNTING STANDARDS (Ind AS)

In accordance with the notification issued by the Ministry of Corporate Affairs (MCA), your Company is required to prepare Financial Statements under Indian Accounting Standards (Ind AS) prescribed under Section 133 of the Companies Act, 2013 read with Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015 and Companies (Indian Accounting Standards) Amendment Rules, 2016 with effect from 1st April 2016. Ind AS has replaced the existing Indian GAAP prescribed under Section 133 of the Companies Act, 2013, read with Rule 7 of the Companies (Accounts ) Rules, 2014.

Accordingly the Company has adopted Indian Accounting Standard (Ind AS) with effect from 1st April 2016 with the transition date of 1st April 2015 and the Financial Statements for the year ended 31st March, 2017 have been prepared in accordance with Ind AS. The Financial Statements for the year ended 31st March, 2016 have been restated to comply with Ind AS to make them comparable.

The MCA notification also mandates that Ind AS shall be applicable to Subsidiary Companies, Joint venture or Associates of the Company.

The effect of the transition from Indian GAAP to Ind AS has been explained by way of a reconciliation in the Standalone Financial Statements and Consolidated Financial Statements.

DIVIDEND

The Board has recommended dividend of Rs.5.00 (100%) per equity share of Rs.5/- each for the year ended 31st March, 2017, subject to the approval of the members at the ensuing Annual General Meeting.

DIVIDEND DISTRIBUTION POLICY

The Board of Directors of the Company had approved the Dividend Distribution Policy on 26th May, 2017 in accordance with Regulation 43A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Policy is available on the Companyâs website www.jindal.com.

TRANSFER TO RESERVES

During the year no amount is proposed to be transfered to General Reserve.

RESULTS OF OPERATIONS

Revenue from Operations during the year was Rs.1569.91 Crore against Rs.1108.70 Crore in the previous year, Profit before tax for the year was Rs.225.71 Crore as against Rs.54.16 Crore in the previous year, Profit after tax for the year was Rs.145.52 Crore as against Rs.31.48 Crore in the previous year.

CONSOLIDATED FINANCIAL STATEMENTS

SUBSIDIARY COMPANIES

During the year 2016-17, Zircon Drilling Supplies and Trading FZE was setup as a wholly owned subsidiary of Internovia Natural Resources FZ LLC, UAE, a subsidiary of the Company.

As on 31st March 2017, your Company had five subsidiaries, one is wholly owned subsidiary company registered in India and remaining four are registered outside India. There has been no material change in the nature of business of subsidiary companies.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Shri D. P. Jindal, retires by rotation as Director at the ensuing Annual General Meeting and being eligible, offers himself for reappointment.

During the year, Shri Shiv Kumar Singhal was appointed as Additional Director as well as the Whole-Time Director of the Company for a period of five years w.e.f. 1st January, 2017 and also designated as Key Managerial Person. He holds office of Director up to the date of the ensuing Annual General Meeting. The Company has received a notice from a member under Section 160 of the Companies Act, 2013 proposing his candidature for the office of the Director of the Company.

Necessary resolutions seeking approval of the members for the re-appointment of Shri Dharam Pal Jindal and appointment of Shri Shiv Kumar Singhal as Director/Whole Time Director are included in the Notice convening the Annual General Meeting.

Brief resume of Directors who are proposed to be appointed/reappointed is furnised in the Explanatory Statement to the Notice of the Annual General Meeting.

Shri S. P. Raj resigned as Whole-Time Director on 30th November, 2016 and also ceased to be the Key Managerial Person. However, he continues as Non-Executive Director of the Company.

All Independent Directors of the Company have given declaration that they meet the criteria of independence as laid down under Section 149 (6) of the Companies Act, 2013 and Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Pursuant to the provisions of Section 203 of the Companies Act, 2013, the Key Managerial Personnel of the Company are Shri Shiv Kumar Singhal, Whole-time Director, Shri Ashok Soni, Chief Financial Officer and Shri Dinesh Chandra Gupta, Company Secretary.

BOARD MEETINGS

During the year 2016-17, 5 (Five) meetings of the Board of Directors were held. The details of meetings are given in the Corporate Governance Report, which forms part of this report.

BOARD EVALUATION

The Board of Directors has carried out the Annual Performance Evaluation of its own, Board Committees and Individual Directors pursuant to the provisions of the Companies Act, 2013 and the Corporate Governance requirements as prescribed under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Also in a separate meeting of Independent Directors, performance of Non-Independent Directors, Board as a whole and the Chairman was evaluated, taking into account the views of Executive Directors and Non-Executive Directors. Performance evaluation of Independent Directors was done by the entire Board, excluding the Independent Director being evaluated.

POLICY ON DIRECTORSâ APPOINTMENT AND REMUNERATION

RISK MANAGEMENT

Adequate measures have been adopted by the Company to anticipate, plan and mitigate the spectrum of risks it faces. All manufacturing sites are analyzed to minimize risks associated with protection of environment, safety of operations and health of people at work and monitored regularly with reference to statutory regulations and guidelines. Improving work place safety continues to be the top priority at manufacturing sites. The Companyâs business operations are exposed to a variety of financial risks such as market risks (foreign exchange risk, internal rate risk and price risk), Liquidity risk etc.

INTERNAL FINANCIAL CONTROLS

During the year, such controls were tested and no reportable material weaknesses in the design or operation were observed.

DIRECTORSâ RESPONSIBILITY STATEMENT

As required under Section 134(5) of the Companies Act, 2013, your Directors state:

(i) that in the preparation of the Annual Accounts for the year ended 31st March, 2017, the applicable accounting standards had been followed and there are no material departures;

(iv) that the Annual Accounts for the year ended 31st March, 2017 have been prepared on a going concern basis;

(v) that the internal financial controls laid down by the Board and being followed by the Company are adequate and were operating effectively; and

(vi) that the proper systems, devised by Directors to ensure compliance with the provisions of all applicable laws, were adequate and operating effectively.

EXTRACT OF ANNUAL RETURN

As required under Section 92(3) of the Companies Act, 2013 the details forming part of the extract of the Annual Return in form MGT-9 is annexed with this Report.

AUDIT COMMITTEE

VIGIL MECHANISM

The Company has adopted a Whistle blower policy and has established the necessary vigil mechanism for Directors and employees to report concerns about unethical behavior, actual or suspected fraud or violation of the Companyâs Code of conduct. The said policy has been disclosed on the Companyâs website under the web link http://jindal.com/msl/pdf/Vigil-Mechanism-MSL.pdf

CORPORATE SOCIAL RESPONSIBILITY

The Corporate Social Responsibility Committee has formulated a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, monitoring the implementation of the framework of the CSR Policy and recommending the amount to be spent on CSR activities, which has been approved by the Board. The CSR Policy may be accessed on the website of the Company.

The Annual Report on CSR activities in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014 is appended as Annexure to this Report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The particulars of loans, guarantees and investments have been disclosed in the Standalone Financial Statements of the Company.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All contracts/ arrangements/transactions entered into by the Company with the related parties during the year were in the ordinary course of business and on an armâs length basis.

Information on transactions with related parties pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 are appended in Form AOC-2 as Annexure to this Report.

CORPORATE GOVERNANCE REPORT

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A detailed analysis of your Companyâs performance is discussed in the Management Discussion and Analysis Report which forms part of this Annual Report.

INFORMATION UNDER THE SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

AUDITORS

M/s. Kanodia Sanyal & Associates, Chartered Accountants were appointed as Statutory Auditors at the last Annual General Meeting of the Company to hold office till the conclusion of the ensuing Annual General Meeting. Pursuant to provisions of the Companies Act, 2013, they are not eligible for reappointment.

M/s L.B. Jha & Co., Chartered Accountants, have agreed to be appointed as Statutory Auditors of the Company. They have further confirmed that the said appointment, if made, would be within the prescribed limits under Section 141(3)(g) of the Companies act, 2013 and that they are not disqualified for appointment.

The Audit Committee has recommended the appointment of M/s L.B. Jha & Co., Chartered Accountants (Firm Registration No. 301088E) as the Statutory Auditors of the Company, to hold office from the conclusion of the 29^th Annual General Meeting until the conclusion of the 34th Annual General Meeting of the Company, subject to ratification by members at every Annual General Meeting.

The observations of the Auditors are explained wherever necessary in the appropriate Notes on Accounts. The Auditorsâ Report does not contain any qualification, reservation or adverse remark.

COST AUDIT

In conformity with the Directives of the Central Government, the Company has appointed M/s R. J. Goel & Co., Cost Accountants as Cost Auditors under Section 148 of the Companies Act, 2013, for audit of cost records of the Company for the year ending 31st March, 2018.

SECRETARIALAUDIT

The Board has appointed Mr. Namo Narain Agarwal (FCS No. 234), Company Secretary in practice to conduct Secretarial Audit for the financial year ended 31st March, 2017. The Secretarial Audit Report for the year ended 31st March, 2017 is annexed herewith as an annexure to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

FIXED DEPOSITS

The Company has not accepted any deposits from Public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the Balance Sheet.

CONSERVATION OF ENERGY, TECHNOLOGYABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The information in accordance with the provisions of Section 134(3)(m) of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014 is annexed hereto.

PARTICULARS OF EMPLOYEES

MATERIAL CHANGES & COMMITMENTS

No material changes and commitments, affecting the financial position of the Company, have occurred after the end of the financial year ended 31st March, 2017 and till the date of this report.

ACKNOWLEDGEMENT

Your Directors wish to place on record their deep sense of appreciation for the devoted contribution made by the employees at all levels.

For and on behalf of the Board

Place : Gurgaon D. P. JINDAL

Dated : 14th August, 2017 Executive Chairman

Mar 31, 2014

Dear Members,

The Directors are pleased to present the 26th Annual Report along with Audited Accounts of the Company for the year ended 31st March 2014.

FINANCIAL RESULTS

The highlights of the financial results are as under:

(Rs. in Crore) Year Ended Year Ended

31.03.2014 31.03.2013

Revenue from Operations 1205.17 1722.02 Depreciation 36.95 36.53 Profit Before Tax 111.36 197.74 Provision for Taxation * Current/Earlier years 23.04 37.57 * MAT Credit (11.37) (4.25) * Deferred 2.58 11.10

Profit after Tax & adjustments 97.11 153.32 Balance brought forward

from previous year 161.48 107.67 Profit available for

appropriations 258.59 260.99

Appropriations: Proposed Dividend 39.84 42.32 Dividend Distribution Tax 6.77 7.19 Transfer to General Reserve 20.00 50.00 Transfer to Capital Redemption Reserve 1.13 - Balance carried to Balance Sheet 190.85 161.48 258.59 260.99

DIVIDEND

Your Directors are pleased to recommend a dividend of Rs. 6/- (120 %) per equity share of Rs. 5/- each for the year ended 31st March, 2014.

RESULTS OF OPERATIONS

Revenue from Operations during the year was Rs. 1205.17 Crore against Rs. 1722.02 Crore in the previous year. Profit before tax for the year was Rs. 111.36 Crore as against Rs. 197.74 Crore in the previous year. Profit after tax and adjustments for the year was Rs. 97.11 Crore as against Rs. 153.32 Crore in the previous year.

The operations, during the year were adversely affected due to surge in imports at lower prices from other countries consequently affecting domestic market and restricting utilisation of capacity. General slowdown of industry and negative growth in capital goods sector also affected general business environment. Taking cognizance of the representations made by industry for imposition of safeguard duty on import of cheap seamless pipes into the country, Directorate General of Safeguards had recommended imposition of safeguard duty on such imports. Your Directors are pleased to state that the Government has accepted these recommendations and imposed safeguard duty of 20% on such imports. This would provide level playing field to your Company by restricting dumping from foreign suppliers.

Further, general slowdown of Industry and negative growth in capital goods sector also affected general business environment.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the Accounting Standard AS - 21 on Consolidated Financial Statements read with Accounting Standard AS-23 on Accounting for Investments in Associates and AS - 27 on Financial Reporting of Interest in Joint Ventures, the Audited Consolidated Financial Statements are provided in the Annual Report.

SUBSIDIARY COMPANIES

Your Company had three wholly owned subsidiaries, as on 31st March, 2014, namely Maharashtra Seamless (Singapore) Pte. Ltd., Singapore, Maharashtra Seamless Finance Ltd. and Discovery Oil & Mines Pte. Ltd., Singapore.

In accordance with the general circular issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, Profit & Loss Account and other documents of the Subsidiary Companies are not being attached with the Balance Sheet of the Company. However the financial information of the Subsidiary Companies is disclosed in the Annual Report in compliance with the said circular. The Company will make available the Annual accounts of the Subsidiary Companies and the related detailed information to any member of the Company on requisition. The Annual accounts of the Subsidiary Companies will also be kept open for inspection at the registered office of the Company and that of the respective Subsidiary Companies. The Consolidated Financial Statements presented by the Company include the financial results of the Subsidiary Companies.

During the current year, a subsidary of the Company has aquired 20 percent stake in an Iron ore mine in Amapa, Brazil with estimated reserves of more than 250 million tons.

DIRECTORS

As per provisions of the Companies Act, 2013, not less than two third of the Directors, other than Independent Directors would be liable to retire by rotation. In compliance of the said provisions , Shri S. P. Raj, Wholetime Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for reappointment.

Dr. Roma Kumar was co-opted as an Additonal Director of the Company on 6th August, 2014. She holds office upto the date of the ensuing Annual General Meeting.

Pursuant to Section 149 of the Companies Act, 2013, the Board recommends appointment of Shri U. C. Agarwal, Shri Naresh Chand Jain, Shri Sanjeev Rungta and Shri P. N. Vijay as Independent Directors for a period of five years.

The Company has received notices under Section 160 of the Companies Act, 2013 along with deposit of requisite amount from members proposing the candidature of above Directors of the Company.

Items seeking your approval on the above are included in the Notice convening the Annual General Meeting.

DIRECTORS'' RESPONSIBILITY STATEMENT

As required under Section 217(2AA) of the Companies Act, 1956, your Directors state:

(i) that in the preparation of the Annual Accounts for the year ended 31st March, 2014, the applicable accounting standards had been followed;

(ii) that the accounting policies selected and applied are consistent and the judgments and estimates made 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 financial year and of the profit of the Company for that period;

(iii) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

(iv) that the Annual Accounts for the year ended 31st March, 2014 have been prepared on a going concern basis.

BUYBACK OF SHARES

The Board of Directors of the Company at its meeting held on 8th April, 2013 had approved the buyback of its equity shares of the face value of Rs. 5/- each from the open market through stock exchanges for an amount upto Rs. 100 crore, and at a price not exceeding Rs. 300/- per share, payable in cash. The Company commenced its scheme of buyback of shares from 14th May, 2013 and closed on 7th April, 2014. The Company has bought back total of 35,33,796 shares for Rs. 69.21 Crore at an average price of Rs. 195.85. All shares bought back have been extinguished. The paid up capital of the Company after buyback is Rs. 33,49,98,130/-

AUDIT COMMITTEE

The Audit Committee of the Company consists of Shri U. C. Agarwal, Chairman, Shri D. P. Jindal, Shri Sanjeev Rungta and Shri Naresh Chand Jain, as its other members. The Board of Directors of your Company has revised its terms of reference to be in conformity with the requirements of Section 177 of the Companies Act, 2013 and revised clause 49 of the Listing Agreement.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

Your Directors have constituted the Corporate Social Responsibility Committee, comprising Shri. D. P. Jindal as the Chairman and Shri Naresh Chand Jain and Shri S. P. Raj as its other members.

The said Committee has been entrusted with the responsibility of formulating and recommending to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, monitoring the implementation of the framework of the CSR Policy and recommending the amount to be spent on CSR activities.

NOMINATION AND REMUNERATION COMMITTEE

Your Directors have constituted the Nomination and Remuneration Committee, comprising Shri. U. C. Agarwal as the Chairman and Shri Sanjeev Rungta and Shri Naresh Chand Jain, as its other members.

The said Committee has been entrusted to formulate the criteria for determining qualification, positive attributes and independence of a Director and recommend to the Board a policy relating to remuneration for the Directors, key managerial personnel and other employees, formulation of criteria for evaluation of independent Directors and the Board, devising a policy on Board diversity, identifying persons who are qualified to become Directors and who may be appointed in senior management in accordance with the criteria laid down, and recommend to the Board their appointment and removal etc.

STAKEHOLDERS'' RELATIONSHIP COMMITTEE

Your Directors have renamed the ''Shareholders''/Investors Grievance cum Share Transfer Committee'' as ''Stakeholders'' Relationship Committee'', with revised terms of reference in accordance with provisions of the Companies Act, 2013 and Clause 49 of the listing agreement.

CORPORATE GOVERNANCE REPORT

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, Corporate Governance Report along with Auditors'' Certificate regarding compliance of conditions of Corporate Governance has been annexed as part of this Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A detailed analysis of your company''s performance is discussed in the Management Discussion and Analysis Report which forms part of this Annual Report.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to provisions of Section 205A(5) and 205C of the Companies Act, 1956, relevant amounts, which remained unpaid or unclaimed for a period of seven years have been transferred by the Company, from time to time on due dates, to Investor Education and Protection Fund.

Pursuant to the provisions of Investor Education and Protection Fund (Uploading of information regarding unpaid and unclaimed amount lying with companies) Rules, 2012, the Company has uploaded the details of unpaid and unclaimed amounts lying with the Company as on 28th September, 2013 ( date of last Annual General Meeting) on the Company''s website (www.jindal.com) as also on the Ministry of Corporate Affairs'' website.

AUDITORS

M/s. Kanodia Sanyal & Associates, Chartered Accountants, the retiring Auditors, hold office until conclusion of the ensuing Annual General Meeting. The Statutory Auditors have confirmed their eligibility and willingness to accept the office on re-appointment.

The observations of the Auditors are explained wherever necessary in the appropriate Notes on Accounts.

COST AUDIT

In conformity with the directives of the Central Government, the Company has appointed R.J. Goel & Co. Cost Accountants as Cost Auditors under Section 148 of the Companies Act, 2013, for audit of cost records of the Company for the year ending 31st March, 2015.

FIXED DEPOSITS

The Company has not accepted any Public Deposits and as such, no amount either on account of Principal or Interest on Public Deposit was outstanding as on the date of the Balance Sheet.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The information in accordance with the provisions of Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is annexed hereto.

PARTICULARS OF EMPLOYEES

Particulars of employees, as required 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. However, in pursuance of Section 219(1)(b)(iv) of the Companies Act, 1956, this report is being sent to shareholders of the Company excluding the aforesaid information. Any member interested in obtaining such particulars may write to the Company Secretary at the Corporate Office of the Company.

ACKNOWLEDGEMENT

Your Directors place on record their appreciation for the assistance and co-operation received from Central Government, State Government of Maharashtra and all other Government agencies, ONGCL, Oil India, other PSUs, Banks, Insurance Companies, Credit rating agencies and Stakeholders.

Your Directors wish to place on record their deep sense of appreciation for the devoted contribution made by the employees at all levels.

For and on Behalf of the Board Place: Gurgaon D. P. JINDAL Dated: 14th August, 2014 Chairman

Mar 31, 2013

To the Members,

The Directors are pleased to present the 25th Annual Report along with Audited Accounts of the Company for the year ended 31st March 2013.

FINANCIAL RESULTS

The highlights of the financial results are as under:

(Rs. in Crore)

Year Ended Year Ended 31.03.2013 31.03.2012

Revenue from Operations 1722.02 2291.69

Depreciation 36.53 20.08

Profit Before Tax 197.74 442.58

Provision for Taxation

- Current/Earlier Years 37.57 117.28

- MAT Credit (4.25) -

- Deferred 11.10 14.56

Profit after Tax & Adjustments 153.32 310.73

Balance brought forward from previous year 107.67 96.12

Profit available for appropriations 260.99 406.85

Appropriations:

Proposed Dividend 42.32 42.32

Dividend Distribution Tax 7.19 6.86

Transfer to General Reserve 50.00 250.00

Balance carried to Balance Sheet 161.48 107.67

260.99 406.85

DIVIDEND

Your Directors are pleased to recommend a dividend of Rs. 6/- ( 120 %) per equity share of Rs. 5/- each for the year ended 31st March, 2013.

The proposed dividend including Dividend Distribution tax will absorb Rs. 49.51 Crore.

RESULTS OF OPERATIONS

Revenue from Operations during the year was Rs. 1722.02 Crore against Rs. 2291.69 Crore in the previous year. Profit before tax for the year was Rs. 197.74 Crore as against Rs. 442.58 Crore in the previous year. Profit after tax and adjustments for the year was Rs. 153.17 Crore as against Rs. 310.73 Crore in the previous year.

The operations, during the year were adversely affected due to voluminous imports at lower prices from other countries, which still continues unabated.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the Accounting Standard AS-21 on Consolidated Financial Statements read with Accounting Standard AS-23 on Accounting for Investments in Associates and AS-27 on Financial Reporting of Interest in Joint Ventures, the Audited Consolidated Financial Statements are provided in the Annual Report.

SUBSIDIARY COMPANIES

Your Company, during the year under review had two wholly owned subsidiaries, namely Maharashtra Seamless (Singapore) Pte. Ltd., Singapore and Maharashtra Seamless Finance Ltd. Another wholly owned subsidiary namely, Discovery Oil & Mines Pte. Ltd., Singapore was established during the currunt year.

The minutes of the Board meetings as well as statements of all significant transactions of the subsidiary companies are placed before the Audit Committee/ Board of Directors for its review.

In accordance with the general circular issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, Profit & Loss Account and other documents of the Subsidiary Companies are not being attached with the Balance Sheet of the Company. However the financial information of the Subsidiary Companies is disclosed in the Annual Report in compliance with the said circular. The Company will make available the Annual accounts of the Subsidiary Companies and the related detailed information to any member of the Company on requisition. The Annual accounts of the Subsidiary Companies will also be kept open for inspection at the registered office of the Company and that of the respective Subsidiary Companies. The Consolidated Financial Statements presented by the Company include the financial results of the Subsidiary Companies.

DIRECTORS

Shri Sanjeev Rungta, Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for reappointment.

Shri D. K. Parikh ceased to be the Director of the Company consequent to his sad demise on 28th November, 2012. The Board puts on the record its appreciation of the valuable contribution made by him during his tenure as Director of the Company.

The Board has appointed Shri Naresh Chand Jain and Shri P. N. Vijay as Additional Directors of the Company on 8th April, 2013. and 8th August 2013 respectively. They hold office upto the date of the ensuing Annual General Meeting. Notices pursuant to Section 257 of the Companies Act 1956 have been received proposing their appointment as Directors. Items seeking your approval on the above are included in the notice convening the Annual General Meeting.

DIRECTORS'' RESPONSIBILITY STATEMENT

As required under Section 2I7(2AA) of the Companies Act, 1956, your Directors state:

(i) that in the preparation of the Annual Accounts for the year ended 31st March, 2013, the applicable accounting standards had been followed;

(ii) that the accounting policies selected and applied are consistent and the judgments and estimates made 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 financial year and of the profit of the Company for that period;

(iii) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

(iv) that the Annual Accounts for the year ended 31st March, 2013 have been prepared on a going concern basis.

BUY BACK OF SHARES

The Board of Directors at its meeting held on 8th April, 2013 had approved buy back of shares of the Company through open market purchase for an amount upto Rs.100 Crore at a maximum price of Rs. 300/- per share, which would positively affect Earning per share and Book Value of Company''s shares, therby enhancing shareholders value.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, Corporate Governance Report along with Auditors'' Certificate regarding compliance of conditions of Corporate Governance has been annexed as part of this Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A detailed analysis of your company''s performance is discussed in the Management Discussion and Analysis Report which forms part of this Annual Report.

AUDITORS

M/s. Kanodia Sanyal & Associates, Chartered Accountants, the retiring Auditors, hold office until conclusion of the ensuing Annual General Meeting. The Statutory Auditors have confirmed their eligibility and willingness to accept the office on re-appointment.

The observations of the Auditors are explained wherever necessary in the appropriate Notes on Accounts.

COST AUDIT

In conformity with the directives of the Central Government, the Company has appointed R.J. Goel & Co. Cost Accountants as Cost Auditors under Section 233B of the Companies Act, 1956, for audit of cost accounts of the Company for the year ending 31st March, 2014.

FIXED DEPOSITS

The Company has not accepted any Deposits within the meaning of Section 58A of the Companies Act, 1956 and the Rules made there under.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The information in accordance with the provisions of Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is annexed hereto.

PARTICULARS OF EMPLOYEES

Particulars of employees, as required 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. However, in pursuance of Section 219(1)(b)(iv) of the Companies Act, 1956, this report is being sent to shareholders of the Company excluding the aforesaid information. Any member interested in obtaining such particulars may write to the Company Secretary at the Corporate Office of the Company.

ACKNOWLEDGEMENT

Your Directors place on record their appreciation for the assistance and co-operation received from Central Government, State Government of Maharashtra and all other Government agencies, ONGCL, Oil India, other PSUs, Banks, Insurance Companies, Credit rating agencies and Stakeholders.

Your Directors wish to place on record their deep sense of appreciation for the devoted contribution made by the employees at all levels.

For and on Behalf of the Board

Place : Gurgaon D.P. JINDAL

Dated : 8th, August, 2013 Chairman

Mar 31, 2012

To the Members,

The Directors are pleased to present the 24th Annual Report along with Audited Accounts of the Company for the year ended 31 st March 2012

FINANCIAL RESULTS

The highlights of the financial results are as under:

(Rs.in Crore)

Year ended Year ended 31.03.2012 31.03.2011

Revenue from Operations 2291.69 1761.27

Deprecation 20.08 18.49

Profit Before Tax 442.58 493.73

Provision for Taxation

- Current 117.27 149.52

- Deferred 14.57 1.40

Profit after Tax 310.74 342.81

Income Tax adjustments relating to earlier years/Wealth Tax 0.01 1.15 Profit after Tax & Adjustments 310.73 341.66

Balance brought forward from previous year 96.12 53.64 Profit available for appropriations 406.85 395.30 Appropriations:

Proposed Dividend 42.32 42.32

Dividend Distribution Tax 6.86 6.86

Transfer to General Reserve 250.00 250.00

Balance earned to Balance Sheet 107.67 96.12

406.85 395.30

DIVIDEND

Your Directors are pleased to recommend a dividend of Rs. 6/- (120%) per equity share of Rs. 5/- each for the year ended 31 st March, 2012.

The proposed dividend including Dividend Distribution tax will absorb 7 49.18 Crore

RESULTS OF OPERATIONS

Revenue from Operations during the year increased to Rs. 2291.69 Crore against Rs. 1761.27 Crore in the previous year showing a strong growth of 30%. Profit before tax for the year was Rs. 442.58 Crore as against Rs. 493.73 Crore in the previous year. Profit after tax and adjustments for the year was Rs. 310.73 Crore as against Rs. 341.66 Crore in the previous year.

EXPANSION

Your Directors are pleased to inform that its new state of the art manufacturing facility of 6" Seamless plant at Vile-Bhagad Industna Area, Near Mangaon (Maharashtra) has commenced operations during the year under review. The Company is using MPM Technology which would provide good quality higher productivity and yield. The added advantage of this mill is that besides manufacturing dril pipes, ,t would be able to manufacture high thickness as well as long length pipes. This will help the Company to broaden its product base in Oil & Gas, Boiler and Automobile segment.

The capacity of the plant is 200000 TPA and with this, total capacity to manufacture seamless pipes of the Company has increased to 550000 TPA.

With the commissioning of this facility your Company would be able to substantially improve its sales volume in coming years

OTHER PROJECTS

Your Company has also commissioned 5 MW (AC) Solar Power project on 6th January 2012. The project is located at Pokaran, District jaisalmer, Rajasthan.

The project was allotted under jawaharlal Nehru National Solar Nission (jNNSN) by NTPC Vidyut Vyapar Nigam Limited (NWN), the Nodal agency under Ministry of New and Renewable Energy (MNRE).

The plant is running succesfully and has acheived target level in short duration, which demonstrates the ability of your Company to execute projects efficiently

Your Company is intensively working on backward integration project to make steel billets. The Company is contemplating various options including Greenfield project and exploring opportunity for acquisition in order to expedite the process and reduce the lead time involved in Greenfield project.

Ministry of Coal, Govt of India, had allocated a Non Coking Coal Blockto the Company near Nagpur (Maharashtra) in a joint Venture Company named Gondkhar, Coal Mining Ltd., an important raw material to produce DRI required for Steel making. This would facilitate the proposed billet manufacturing operations.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the Accounting Standard AS-21 on Consolidated Financial Statements read with Accounting Standard AS-23 on Accounting for Investments in Associates and AS-27 on Financial Reporting of Interest in joint Ventures, the Audited Consolidated Financial Statements are provided in the Annual Report.

SUBSIDIARY COMPANIES

Your Company has two wholly owned subsidiaries, namely Maharashtra Seamless (Singapore) Pte. Ltd., Singapore and Maharashtra Seamless Finance Ltd.

The minutes of the Board meetings as well as statements of all significant transactions of the Subsidiary Companies are placed before the Audit Commitee / Board of Directors for its review.

In accordance with the general circular issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, Profit & Loss Account and other documents of the Subsidiary Companies are not being attached with the Balance sheet of the Company. However the financial information of the Subsidiary Companies is disclosed in the Annual Report in compliance with the sad circular The Company will make available the Annual accounts of the Subsidiary Companies and the related detailed information to any member of the Company on requisition. The Annual accounts of the Subsidiary Companies will also be kept open for inspection at the registerd office of the Company and that of the respective Subsidiary Companies. The Consolidated Financial Statements presented by the Company include the financial results of the Subsidiary Companies.

DIRECTORS

Shr, U. C Agarwal and Shr, D. K. Pankh, Directors of the Company, retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for reappointment.

DIRECTORS' RESPONSIBILITY STATEMENT

As required under Section 217(2AA) of the Companies Act, 1956, your Directors state:

(i) that in the preparation of the Annual Accounts for the year ended 31 st March, 2012, the applicable accounting standards have been followed;

(ii) that the accounting polices selected and applied are consistent and the judgments and estimates made 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 financial year and of the profit of the Company for that period;

(iii) that proper and sufficient care has been taken forthe maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other regularities; and

(iv) that the Annual Accounts for the year ended 31 st March, 2012 have been prepared on a going concern basis,

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, Corporate Governance Report along with Auditors' Certificate regarding Compliance of conditions of Corporate Governance has been annexed as part of this Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A detailed analysis of your Compan/s performance is discussed in the Management Discussion and Analysis Report, which forms part of this Annual Report.

AUDITORS

M/s. Kanodia Sanyal & Associates, Chartered Accountants, the retiring Auditors, hold office until conclusion of the ensuing Annua General Meeting. The Statutory Auditors have confirmed their eligibility and willingness to accept the office on reappointment

The observations of the Auditors are explained wherever necessary in the appropriate Notes on Accounts.

COST AUDIT

In conformity with the directives of the Central Government, the Company has appointed R j. Goel & Co, Cost Accountants as Cost Auditors under Section 233 B of the Companies Act 1956, for audit of cost accounts for Steel Tubes & Pipes business forthe year ended 31 st March 2012.

FIXED DEPOSITS

The Company has not accepted any Deposits within the meaning of Section 58A of the Companies Act, 1956 and the Rules made thereunder.

CONSERVATION OF ENERGY.TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The information in accordance with the provisions of Section 2l7(l)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is annexed hereto.

PARTICULARS OF EMPLOYEES

Particulars of employees, as required 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. However, in pursuance of Section 2l9(l)(b)(,v) of the Companies Act, 1956, this report is being sent to shareholders of the Company excluding the aforesaid information. Any member interested in obtaining such particulars may write to the Company Secretary at the Corporate Office of the Company.

ACKNOWLEDGEMENT

Your Directors place on record their appreciation forthe assistance and co-operation received from Central Government, State Government of Maharashtra and all other Government agencies, ONGCL, Oil India, other PSUs, Banks, Insurance Companies, Credit rating agencies and Stakeholders..

Your Directors wish to place on record their deep sense of appreciation forthe devoted contribution made by the employees at a levels.

For and on behalf of the Board

Place : Gurgaon DP.JINDAL

Dated : 8th August, 2012 Chairman

Mar 31, 2011

To the Members.

The Directors are pleased to present the 23rd Annual Report along with Audited Accounts of the Company for the year ended 31st March 2011.

FINANCIAL RESULTS

The highlights of the financial results are as under

(Rs. in Crore)

Year ended Year ended

31.03.2011 31.03.2010

Gross Turnover 1887.41 1691.22

Deprecation 18.49 18.34

Profit Before Tax 493.73 431.10

Provision for Taxatior

- Current 149.52 145.80

- Deferred 1.40 0.70

Profit after Tax 342.81 284.60

Income Tax adjustments relating to earlier years/Weath Tax 1.15 0.01

Profit after Tax & Adjustments 341.66 284.59

Balance brought forward from previous year 53.64 43.40

Profit available for appropriations 395.30 327.99

Appropriations:

Proposed Dividend 42.32 42.32

Dividend Distribution Tax 6.86 7.03

Transfer to General Reserve 250.00 225.00

Balance earned to Balance Sheet 96.12 53.64

395.30 327.99

DIVIDEND

Your Directors are pleased to recommend a dividend of Rs. 6/- (120 %) per equity share of Rs. 5/- each for the year ended 31st March, 2011.

The proposed dividend including Dividend Distribution tax will absorb Rs. 49.18 Crores

RESULTS OF OPERATIONS

Total turnover of the Company during the year was Rs. 1887.41 Crore against Rs. 1691.22 Crore in the previous year. The profit before tax for the year was Rs. 493.73 Crore as against Rs. 43 1. 10 Crore in the previous year. The profit after tax and adjustments for the year was Rs. 341.66 Crore as against Rs. 284.59 Crore in the previous year.

The Company has primarily two segments - Steel Pipes & Tubes and Wind Power. Both segments contribute positively to the profitability of the Company. The contribution of Steel Pipes & Tubes Division is over 85 % of the total Profit before Tax. Wind Power Project of the Company is meeting around 10 % of Power requirement and has helped in reducing over all cost of power.

EXPANSION PLANS

The erection work of 6" Seamless Pipe Plant at Mangaon is in advanced stage of execution and the erection work is likely to be completed in the second quarter of the current fecal. This would enhance the total installed capacity to 5.5 Lac Ton for Seamless Pipes. The plant has the facility to manufacture Drill Pipe and other value added products.

OTHER PROJECTS

Your Directors are pleased to inform that the Company has been allotted 5 MW Solar Power Project under jawaharlal Nehru National Solar Mission of the Govt, of India Necessary land has been acquired in Pokharan (Distt. jasalmer) in the State of Rajasthan and the project is under implementation and is likely to be completed by December, 2011.

Your Company is intensively working on backward integration project to make steel billets. The Company is contemplating various options including Greenfield project and exploring opportunity for acquisition in order to expedite the process and reduce the lead time involved in Greenfield project.

Ministry of Coal, Govt of India, had allocated a Non Coking Coal Block to the Company near Nagpur (Maharashtra) in a joint Venture Company named Gondkhar, Coal Mining Ltd., an important raw material to produce DRI required for Steel making. This would facilitate the proposed billet manufacturing operations.

SUBSIDIARY COMPANY

Your Company has established a wholly owned subsidiary in Singapore, namely- Maharashtra Seamless (Singapore) Pte. Ltd., to explore the possibilities of overseas investment in companies engaged in mining and other activities related to the existing operations of the Company.

DIRECTORS

Shri D. P.jmdal, Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for reappointment.

Shri S. D. Sharma ceased to be the Director of the Company consequent to his sad demise on 2nd July, 2011. The Board puts or record its appreciation of the contribution made by him during his tenure as Director of the Company.

The Board has appointed Shri. Sanjeev Ajaykumar Rungta as a Director of the Company on 3rd August, 2011.

DIRECTORS' RESPONSIBILITY STATEMENT

As required under Section 217(2AA) of the Companies Act, 1956, your Directors state:

(I) that in the preparation of the Annual Accounts for the year ended 3 I st March, 2011, the applicable accounting standards had been followed;

(II) that the accounting polices selected and applied are consistent and the judgments and estimates made are reasonable and prudent so as to give a true and far view of the state of affairs of the Company at the end of financial year and of the profit of the Company for that period;

(III) that proper and sufficient care has been taken forthe maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

(IV) that the Annual Accounts forthe year ended 31st March, 2011 have been prepared on a going concern basis

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, Corporate Governance Report along with Auditors' Certificate regarding Compliance of conditions of Corporate Governance has been annexed as part of this Annual Report.

AUDITORS

M/s. Kanodia Sanyal & Associates, Chartered Accountants, the retiring Auditors, hold office until conclusion of the ensuing Annual General Meeting. The Statutory Auditors have confirmed their eligibility and willingness to accept the office on re-appointment

The observations of the Auditors are explained wherever necessary in the appropriate Notes on Accounts.

FIXED DEPOSITS

The Company has not accepted any Deposits with the meaning of Section 58A of the Companies Act, 1956 and the Rules made there under.

CONSERVATION OF ENERGYJECHNOLOGYABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The information in accordance with the provisions of Section 2l7(l)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Director) Rules, 1988 is annexed hereto.

PARTICULARS OF EMPLOYEES

Particulars of employees, as required under Section 2I7(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended, forms part of this report. However, in pursuance of Section 219( I )(b)(iv) of the Companies Act, 1956, this report is being sent to shareholders of the Company excluding the aforesaid information. Any member interested in obtaining such particulars may write to the Company Secretary at the Corporate Office of the Company.

ACKNOWLEDGEMENT

Your Directors place on record their appreciation for the assistance and co-operation received from Central Government, State Government of Maharashtra and all other Government agencies, ONGCL, Oil India, other PSUs, Banks, Insurance Companies, Credit rating agencies and Stakeholder

Your Directors wish to place on record their deep sense of appreciation for the devoted contribution made by the employees at al evels.

For and on behalf of the Board

Place : Gurgaon D. RJINDAL

Dated :3rd August, 2011 Chairman

Mar 31, 2010

The Directors are pleased to present the 22nd Annual Report along with Audited Accounts of the Company for the year ended 31 st March, 2010.

FINANCIAL RESULTS

The highlights of the financial results are as under;

(Rs in Crore)

Year ended Yearended

31.03.2010 31.03.2009

Gross Turnover 1691.22 2183.51

Deprecation 18.34 17.93

Profit Before Tax 431.10 385.03 Provision for Taxation

- Current 145.80 124.10

- Fringe Benefit 0.26

- Deferred 0.70 0.76

Profit after Tax 284.60 259.91

Income Tax adjustments relating to earlier years 0.01 (2.07)

Profit after Tax & Adjustments 284.59 257.84

Balance brought forward from previous year 43.40 36.82

Profit available for appropriations 327.99 294.66 Appropriations:

Proposed Dividend 42.32 35.27

Dividend Distribution Tax 7.03 5.99

Transfer to General Reserve 225.00 210.00

Balance carried to Balance Sheet 53.64 43.40

327.99 294.66

DIVIDEND

Your Directors are pleased to recommend a dividend of Rs. 6/- (120%) per equity share of Rs. 5/- each for the year ended 3 1 st March, 2010.

The proposed dividend including Dividend Distribution Tax will absorb Rs. 49.35 Crores,

RESULTS OF OPERATIONS

Total turnover of the Company during the year was Rs. 1 69 1.22 Crore against Rs. 2183.51 Crore in the previous year. The profit before tax for the year was Rs 431.10 Crore as against Rs. 385.03 Crore in the previous year. The profit after tax and adjustments for the year was Rs. 284.59 Crore as against Rs. 257.84 Crore in the previous year.

The lower turnover was mainly on account of reduced sale prices of the products owing to decline in raw material cost, without affecting the profitability margins

The Company has primarily two segments - Steel Pipes & Tubes and Wind Power. Both segments contribute positively to the profitability of the Company. The contribution of Steel Pipes & Tubes Division is over 89% of the total Profit before Tax. Wind Power Project of the Company is meeting around 12 % of Power requirement and has helped in reducing over all cost of power.

EXPANSION PLANS

The erection work of 6" Seamless Pipe Plant at Mangaon is on schedule and is likely to be completed during the current fiscal. This would also enable your Company to increase the total installed capacity to 5.5 Lac Ton for Seamless Pipes. The plant has the facility to manufacture Drill Pipe, which is a value added product.

The Govt, of Maharashtra has conferred the status of "Mega Project" to Companys aforesaid project, which would enable the Company to avail various incentives from the Govt, of Maharashtra in due course of time.

BACKWARD INTEGRATION PROJECT

Your Company is committed for its backward integration project to make steel billets, with a capacity of 1.0 million ton in phases, A suitable location is being looked at for this Project.

Ministry of Coal, Govt of India, has also allocated a Non Coking Coal Block to MSL near Nagpur (Maharashtra), which is an important raw material to produce DPI required for Steel making. The Company is successfully moving for its Coal Blocks Project near Nagpur in a joint Venture Company named Gondkhari, Coal Mining Ltd.

Thus the Company will have better control on cost of production of Seamless pipes and poised for a good positioning in Seamless pipe industry.

DIRECTORS

Shr, U. C Agarwal and Shri, D. K. Parikh, Directors of the Company, retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for reappointment.

The Board of Directors has reappointed Shri , Saket jindal as Managing Director of the Company for a period of five years we.f I st April, 2010. The Board of Directors has also reappointed Shri, S. P. Raj as Wholetime Director of the Company for a period of five years w.e.f 1 st October, 2010.

DIRECTORS RESPONSIBILITY STATEMENT

As required under Section 217(2AA) of the Companies Act, 1956, your Directors state;

(i) that in the preparation of the Annual Accounts for the year ended 31 st March, 2010, the applicable accounting standards have been followed;

(ii) that the accounting polices selected and applied are consistent and the judgments and estimates made 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 financial year and of the profit of the Company for that period;

(iii) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

(iv) that the Annual Accounts for the year ended 31 st March, 2010 have been prepared on a going concern basis,

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, Corporate Governance Report along with Auditors Certificate regarding Compliance of conditions of Corporate Governance has been annexd as part of this Annual Report.

AUDITORS

M/s Kanodia Sanyal & Associates, Chartered Accountants, the retiring Auditors, hold office until conclusion of the ensuing Annua General Meeting. The Statutory Auditors have confirmed their eligibilty and willingness to accept the office on re- appointment.

The observations of the Auditors are explained wherever necessary in the appropriate Notes on Accounts.

FIXED DEPOSITS

The Company has not accepted any Deposits within the meaning of Section 58A of the Companies Act, 1956 and the Rules made there under.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The information in accordance with the provisions of Section 217(1 )(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is annexed hereto.

PARTICULARS OF EMPLOYEES

Particulars of employees, as required 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. However, in pursuance of Section 219(1 )(b)(,v) of the Companies Act, 1956, this report is being sent to shareholders of the Company excluding the aforesaid information. Any member interested in obtaining such particulars may write to the Company Secretary at the Corporate Office of the Company.

ACKNOWLEDGEMENT

Your Directors place on record their appreciation for the assistance and co-operation received from Central Government, State Government of Maharashtra, and all other Government agencies, ONGCL, Oil India, other PSUs, Banks, Insurance Companies, Credit rating agencies and Stakeholders.

Your Directors wish to place on record their deep sense of appreciation for the devoted contribution made by the employees at all levels.

For and on behalf of the Board

Place : Gurgaon D. P. JINDAL

Dated : 31 st August, 2010 Chairman

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