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Directors Report of Nalwa Sons Investments Ltd.

Mar 31, 2015

THE MEMBERS,

The Directors have pleasure in presenting the forty fourth annual report of the Company together with the audited statement of accounts for the year ended 31st March, 2015.

FINANCIAL RESULTS

The Financial performance of the Company during the year 2014-15 is summarized below:

(Rs. in Crore) PARTICULARS Year Ended Year Ended 31.3.2015 31.3.2014

Interest and dividend income/ Other Income 21.30 21.60

Profit before Interest, Depreciation and Tax 4.24 21.06

Provision for Income Tax 3.63 4.03

Provision / (Assets) for Deferred Tax (5.48) (0.30)

Net Profit / (Loss) after Tax 6.09 17.33

Add/(Less): Surplus brought forward 90.22 76.36

Profit/ (Loss) available for appropriation 96.31 93.69

Transfer to Statutory Reserve 1.22 3.47

Balance carried to Balance Sheet 95.09 90.22

FINANCIAL, OPERATIONAL REVIEW & FUTURE PROSPECTS

During the year ended 31st March, 2015, the Income of the Company by way of dividend, interest and other income stood up atRs. 21.30 crore as compared to Rs. 21.60 crore during the previous year. Profit before interest, depreciation and tax stood atRs. 4.24 crore as compared to Rs. 21.06 crore during previous year. Net Profit after tax stood atRs. 6.09 crore as compared to Rs. 17.33 crore during the previous year.

An amount ofRs. 1.22 crore was transferred to Statutory Reserve Fund pursuant to Section 45-IC of the Reserve Bank of India Act, 1934, during the financial year under review.

Your Company holds significant investments in equity shares of steel manufacturing companies of O.P. Jindal group. The growth in Steel Sector in India is likely to sustain in coming years, therefore, the performance of the Investee Companies is also expected to improve in the ensuing years. The development in Architectural, Building and Construction sector being undertaken in India is also expected to give a further boost to the Steel industry and your Company is looking forward for a sustainable growth in its Investee Companies in the coming years which would enhance the shareholders' value.

CONSOLIDATED ACCOUNTS

In accordance with the Companies Act, 2013 ("the Act") and Accounting Standard (AS) - 21 on Consolidated Financial Statements read with AS - 23 on Accounting for Investments in Associates and AS - 27 on Financial Reporting of Interests in Joint Ventures, the audited consolidated financial statement is provided in the Annual Report.

SUBSIDIARY COMPANIES / JOINT VENTURES / ASSOCIATE COMPANIES

As on 31st March, 2015, the Company had 5 direct and step down subsidiaries, namely (i) Jindal Steel & Alloys Ltd. (JSAL) (ii) Jindal Holdings Ltd.(JHL) (iii) Jindal Stainless(Mauritius) Ltd.(JSML) (iv)Massillon Stainless Inc. (MSI) -through JSML and (v) Brahmaputra Capital & Financial Services Ltd.

A separate statement containing the salient features of financial statements of all subsidiary companies of your Company forms part of the consolidated financial statements in compliance with Section 129 and other applicable provisions, if any, of the Companies Act, 2013. The financial statements of the subsidiary companies and related information are available for inspection by the members at the Registered Office of your Company during business hours on all days except Saturdays, Sundays and public holidays up to the date of the Annual General Meeting (AGM) as required under Section 136 of the Companies Act, 2013. Any member desirous of obtaining a copy of the said financial statements may write to the Company Secretary at the Registered Office of the Company.

The Policy for determining material subsidiaries as approved may be accessed on the Company's website at the link: http://www.nalwasons .com/pdf/Policy%20for%20determining%20material%20subsidiaries-%20NSIL. pdf The Company does not have any joint venture or associate company.

SHARE CAPITAL

The paid up capital of the Company is Rs. 5,13,61,630/- divided into 51,36,163 equity shares ofRs. 10/- each.

DIVIDEND

The Directors have not recommended declaration of any dividend on equity shares for the year ended 31st March, 2015 in order to conserve the resources for future.

TRANSFER TO RESERVES

Your Company has transferred an amount ofRs. 608.95 lacs out of profit to the Reserves for the financial year 2014-15.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

There is no unclaimed and unpaid dividend remaining due with the Company. Hence, the Company has not transferred any amount to Investor Education and Protection Fund of Government of India during the year 2014-15 in pursuance to Section 124 of the Companies Act, 2013.

EMPLOYEES STOCK OPTION SCHEME

The Company has not granted any stock options during the Financial Year 2014-15.

DIRECTORS AND KEY-MANAGERIAL PERSONNEL

During the Financial Year 2014-15, the Board of Directors appointed Mr. Shailesh Goyal and Mrs. Vaishali Deshmukh as Additional Directors with effect from 25th March 2015. In terms of the provisions of Section 161 of the Companies Act, 2013, both Mr. Shailesh Goyal and Mrs. Vaishali Deshmukh shall hold office up to the date of the ensuing Annual General Meeting. The Company has received notice (s) under Section 160 of the Companies Act, 2013 from members signifying their candidature for appointment as Director. Necessary resolutions for the appointments of the aforesaid Directors will be placed before the shareholders for their approval.

Mr. Mahender Kumar Goel, who retires by rotation at the ensuing Annual General Meeting under the provisions of the Companies Act, 2013 and being eligible, has offerd himself for re-appointment.

Brief resumes of the above mentioned Directors, nature of their expertise in specific functional areas, details of Directorship in other companies and the membership / chairmanship of committees of the board, as stipulated under Clause 49 of the listing agreement with the stock exchanges and secretarial standard- 2 issued by the Institute of Company Secretaries of India are given in the Notice forming part of the Annual Report.

The Company has also devised a Policy on Familiarization Programme for Independent Directors which aims to familiarize the Independent Directors with the Company, nature of the industry in which the Company operates, business operations of the Company etc. The said Policy may be accessed on the Company's website at the link: http://www.nalwasons.com/pdf/Policy%20on%20familiarisation%20 programme%20for%20independent%20directors_NSIL.pdf

BOARD EVALUATION

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

POLICY ON DIRECTORS, KMP & OTHER EMPLOYEES APPOINTMENT AND REMUNERATION

Pursuant to the provisions of Section 178 of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board of Directors has approved the Remuneration Policy on the Recommendation of the Nomination and Remuneration Committee of the Company. The said policy is attached to this Report at Annexure - A.

FIXED DEPOSIT

The Company has not accepted any deposit from the public. Hence, no information is required to be appended to this report.

PAYMENT OF LISTING FEE

The equity shares of your Company are listed on BSE Limited, Mumbai (BSE) and National Stock Exchange of India Limited, Mumbai (NSE). The annual listing fee for the year 2015-16 has been paid to both the stock exchanges where the equity shares of your Company are listed. No shares of the Company were delisted during the financial year 2014-15.

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

Since the Company is not engaged in any manufacturing activity, particulars under section 134(4)(I) of the Companies Act, 2013 read with Rule 8 of The Companies (Accounts) Rules, 2014, regarding conservation of energy, technology absorption are not available.

DIRECTORS' REPORT

PARTICULARS OF EMPLOYEES

The information required under Section 197 (12) of the Act read with Rule 5(1) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed as Annexure - B.

There were no emloyees covered under Rule 5(2) of the Companies (Appointmemt and Remuneration) Rules, 2014.

RESERVE BANK OF INDIA GUIDELINES

Your Company has duly complied with all applicable rules, regulations and guidelines issued by Reserve Bank of India for NBFCs from time to time.

Pursuant to the Non-Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions, 2007, issued by RBI, your Company is a Systematically Important Non-Deposit Taking Non-Banking Financial Company having an asset size of more than Rs. 100 crore.

The Company falls in the category of a Core Investment Company (CIC) in terms of the Core Investment Companies (Reserve Bank) Directions, 2011. The Company would continue to carry on the business permitted to a CIC in terms of the Core Investment Companies (Reserve Bank) Directions, 2011.

AUDITORS

a) Statutory Auditor:

The members of the Company had, at its AGM held on September 29, 2014 appointed M/s. N.C. Aggarwal & Co., as the Statutory Auditors of the Company for a period of three (3) consecutive years from the conclusion of the 43rd AGM to the conclusion of 46th AGM subject to the ratification of their appointment every year. They have confirmed that their appointment, if ratified, at the ensuing AGM will be within the limits prescribed under section 139 of the Companies Act, 2013 and that they are not disqualified for re-appointment under section 141 of the Companies Act, 2013.

The Auditors' Report does not contain any qualification, reservation or adverse remark.

b) Secretarial Auditor:

The Board has appointed Mr. Rajesh Garg of M/s. Rajesh Garg & Co., Practicing Company Secretary (CP No - 4093) , to conduct Secretarial Audit for the financial year 2014-15. The Secretarial Audit Report for the financial year ended on March 31, 2015 is annexed herewith marked as Annexure - C to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

CORPORATE SOCIAL RESPONSIBILITY

Pursuant to the provisions of Section 135 of the Companies Act, 2013 read with CSR Rules, the Company has constituted CSR Committee and formulated CSR Policy. The Policy primarily rests on four broad categories: Environment, Health, Education and Community Development.

Though the CSR Policy was formulated, the Company has not contributed to CSR activities as prescribed in CSR Policy. Despite rigorous efforts, management was not able to find suitable institution/organization through which CSR activities can be performed effectively to benefit the society at large.

The Disclosure as per Rule 9 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed to this Report at Annexure - D.

The CSR Policy can be accessed on the Company's website at the link: http://www.nalwasons.com/pdf/CSR%20Policy-NSIL.pdf

INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operation was observed.

SEXUAL HARASSMENT CASES

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

AUDIT COMMITTEE

The Audit Committee comprises of the following three Independent Directors:

Sl. No. Name Status

1 Mr. Rajinder Parkash Jindal Chairman

2 Mr. R.G.Garg Member

3 Mr. Rakesh Garg Member

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

STOCK EXCHANGES WHERE THE SHARES ARE LISTED

National Stock Exchange of India Limited, BSE Limited,

Exchange Plaza, 5th Floor, Phiroze Jeejeebhoy Towers,

Plot No. C/1, G - Block, Dalal Street,

Bandra-Kurla Complex, Mumbai - 400 001

Bandra (E),Mumbai - 400 051

EXTRACT OF ANNUAL RETURN

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

NUMBER OF BOARD MEETINGS

The Board of Directors met nine times during the financial year ended on 31st March, 2015. The details of Board Meetings and the attendance of the Directors are provided in the Corporate Governance Report forming part of this Annual Report.

DECLARATION OF INDEPENDENCE

Your Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under the provisions of the Companies Act, 2013 read with the Schedules and Rules issued thereunder as well as Clause 49 of the Listing Agreement.

WHISTLE BLOWER POLICY / VIGIL MECHANISM

Pursuant to the provisions of Section 177(9) read with Companies (Meetings of Board and its Powers) Rules, 2014 of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Company has formulated a Vigil Mechanism namely, Whistle Blower Policy for directors, employees and business partners to report genuine concerns about unethical behavior, actual or suspected fraud or violation of the Company's code of conduct or ethics policy. The Whistle Blower Policy is posted on the website of the Company and can be accessed at the link: http://www.nalwasons.com/pdf/ Whistle%20Blower%20Policy.pdf

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY THE COMPANY

The particulars of loans, guarantees or investments by the Company under section 186 of the Companies Act, 2013 are stated in Notes to Accounts, forming part of this Annual Report.

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All related party transactions that were entered into during the financial year were on an arm's length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company which may have a potential conflict with the interest of the Company at large and thus disclosure in Form AOC-2 is not required. The Board has formulated Policy on Related Party Transactions.

The Policy on dealing with related party transactions as approved by the Board may be accessed on the Company's website at the link: http:// www.nalwasons.com/pdf/Policy%20on%20dealing%20with%20Related%20 Party%20Transactions.pdf

Your Directors draw attention of the members to Note - 15 to the financial statement which sets out related party disclosures.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY (OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THE DIRECTORS REPORT)

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

RISK MANAGEMENT

The Company has laid down procedures to inform Board members about the risk assessment and mitigation procedures. These procedures are periodically reviewed to ensure that executive management controls risk through means of a properly defined framework. The Company has also devised a Risk Management Policy for identification of elements of risks and procedures for reporting the same to the Board.

THE CHANGE IN THE NATURE OF BUSINESS, IF ANY

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

THE DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE

There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134 (3) (c) read with Section 134(5) of the Companies Act, 2013 with respect to Directors' Responsibility Statement, it is hereby confirmed that:

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

DIRECTORS' REPORT

(b) the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2015 and of the profit and loss of the Company for the year ended on that date;

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

(d) the Directors had prepared the annual accounts on a going concern basis; and

(e) the Directors had laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and were operating effectively.

(f) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

CORPORATE GOVERNANCE

A separate section on Corporate Governance and a certificate from the Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement with the stock exchanges, forms part of this Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report as required under the listing agreement with the stock exchanges forms part of this Annual Report. HUMAN RESOURCES

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

E-VOTING PLATFORM

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

ACKNOWLEDGEMENT

Your Directors would like to express their gratitude for the valuable assistance and co-operation received from shareholders, banks, government authorities, customers and vendors. Your Directors also wish to place on record their appreciation for the committed services of all the employees of the Company.

For and on behalf of the Board of Directors

Place: Hisar Mahender Kumar Goel Rajinder Parkash Jindal Date : August 8, 2015 Executive Director & C.E.O. Director (DIN:00041866) (DIN:00004594)


Mar 31, 2014

THE MEMBERS,

The Directors have pleasure in presenting the forty third annual report of the Company together with the audited statement of accounts for the year ended 31st March, 2014.

FINANCIAL RESULTS

The Financial performance of the Company during the year 2013-14 as under:

(Rs.in Crore)

PARTICULARS Year Ended 31.03.2014 Year Ended 31.03.2013

Interest and dividend income/ Other Income 21.59 19.44

Profit before Interest, Depreciation and Tax 21.05 16.99

Provision for Income Tax 4.03 3.44

Provision / (Assets) for Deferred Tax (0.30) (0.58)

Net Profit / (Loss) after Tax 17.33 14.13

Add/(Less): Surplus brought forward 76.35 65.05

Profit/ (Loss) available for appropriation 93.68 79.18

Transfer to Statutory Reserve 3.47 2.83

Balance carried to Balance Sheet 90.21 76.35

FINANCIAL, OPERATIONAL REVIEW & FUTURE PROSPECTS

During the year ended 31st March, 2014, the Income of the Company by way of dividend, interest and other income stood at ^21.59 crore as compared to ^19.44 crore during the previous year. Profit before interest, depreciation and tax stood at ^21.05 crore as compared to ^16.99 crore during previous year. Net Profit after tax stood at ^17.33 crore as compared to ^14.13 crore during the previous year.

An amount of ^3.47 crore was transferred to Statutory Reserve Fund pursuant to Section 45-IC of the Reserve Bank of India Act, 1934, during the financial year under review.

Your Company holds significant investments in equity shares of steel manufacturing companies of O.P. Jindal group. The growth in Steel Sector in India is likely to sustain in coming years, therefore, the performance of the Investee Companies is also expected to improve in the ensuing years. The development in Architectural, Building and Construction sector being undertaken in India is also expected to give a further boost to the Steel industry and your Company is looking forward for a sustainable growth in its Investee Companies in the coming years which would enhance the shareholders'' value.

In order to comply with the requirement of de-layering the investment holding structure as per Companies Act, 2013 and provide better visibility to the shareholders with respect to their underlying investment, pursuant to an internal realignment/reorganisation within the O. P. Jindal Group, equity shares of certain listed companies held by some of the company''s subsidiary and other investee companies have been transferred by way of gift to Danta Enterprises Pvt. Ltd., Sahyog Tradcorp Pvt. Ltd., Virtuous Tradecorp Pvt. Ltd. and OPJ Trading Pvt. Ltd. (Transferee Companies), which are also part of the O. P. Jindal Group. This however, does not in any manner affect the interest of the Company as your Company holds equity stake in the Transferee Companies such that the economic interest of your company pre and post realignment/reorganisation remains unchanged.

DIVIDEND

The Directors have not recommended declaration of any dividend on equity shares for the year ended 31st March, 2014 in order to conserve the resources for future years.

PAYMENT OF LISTING FEE

The equity shares of your Company are presently listed on BSE Limited, Mumbai (BSE) and National Stock Exchange of India Limited, Mumbai (NSE). The annual listing fee for the year 2013-14 has been paid to both the stock exchanges where the equity shares of your Company are listed.

CONSOLIDATED FINANCIAL STATEMENTS

As required under clause 32 of the listing agreement with the stock exchanges, audited consolidated financial statements form part of the Annual Report.

FIXED DEPOSIT

The Company has not accepted any deposit from the public. Hence, no information is required to be appended to this report.

RESERVE BANK OF INDIA GUIDELINES

Your Company has duly complied with all applicable rules, regulations and guidelines issued by Reserve Bank of India for NBFCs from time to time.

Pursuant to the Non-Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions, 2007, issued by RBI, your Company is a Systematically Important Non-Deposit Taking Non-Banking Financial Company having an asset size of more than ^100 crore.

The Company falls in the category of a Core Investment Company (CIC) in terms of the Core Investment Companies (Reserve Bank) Directions, 2011. The Company would continue to carry on the business permitted to a CIC in terms of the Core Investment Companies (Reserve Bank) Directions, 2011. The Company is in process of de-registration of the Company with Reserve Bank of India as a Non Banking Financial Company (NBFC) as it conforms to CIC norms.

DIRECTORS

Mr. Mahender Kumar Goel, Executive Director & Chief Executive Officer, will retire at the annual general meeting by rotation and, being eligible, offers himself for re-appointment.

Brief resume of Mr. Mahender Kumar Goel, nature of his expertise in specific functional areas and names of companies in which he holds the directorship and the membership/ chairmanship of committees of the board, as stipulated under clause 49 of the listing agreement with the stock exchanges, appear in the Notice of annual general meeting, which forms part of this annual report.

AUDITORS

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

In terms of Rule 6 of the Companies (Audit and Auditors) Rules, 2014, M/s. N.C. Aggarwal & Co., having held office as Statutory Auditors for a period of more than 10 years prior to the commencement of the Companies Act, 2013, are eligible to be appointed as Auditors for a period of only three more years, that is until the conclusion of 46th Annual General Meeting of the Company.

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

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

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

Foreign exchange earnings: Nil Foreign exchange outgo : Nil

PARTICULARS OF EMPLOYEES

During the year ended 31st March 2014, the Company has not paid any remuneration attracting the provisions of Companies (Particulars of Employees) Rules, 1975 read with section 217(2A) of the Companies Act, 1956. Hence no information is required to be appended to this report in this regard.

SUBSIDIARY COMPANIES

The Company has five subsidiaries namely Jindal Holdings Limited, Jindal Steel & Alloys Limited, Jindal Stainless (Mauritius) Limited, Massillon Stainless Inc., USA and Brahmputra Capital and Financial Services Limited.

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

The members, if they desire, may write to Company Secretary at registered office of the Company to obtain the copy of the annual report of the subsidiary companies.

DIRECTORS'' RESPONSIBILITY STATEMENT

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

(a) that in the preparation of the annual accounts for the financial year ended 31st March, 2014, the applicable accounting standards have been followed alongwith proper explanation relating to material departures;

(b) that the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year under review;

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

(d) that the directors have prepared the accounts for the financial year ended 31st March, 2014 on a ''going concern'' basis.

CORPORATE GOVERNANCE

A separate report on corporate governance and a certificate from statutory auditors regarding compliance of conditions of corporate governance as stipulated under clause 49 of the listing agreement with the stock exchanges form part of the annual report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report as required under clause 49 of the listing agreements with the stock exchanges is enclosed with this report.

ACKNOWLEDGEMENT

Your Directors would like to place on record their deep sense of appreciation for the continued assistance and co-operation by the Reserve Bank of India, other banks, Central and State Governments, SEBI, Stock Exchanges, all regulatory bodies and the shareholders during the year under review.

For and on behalf of the Board of Directors

Place: Hisar Mahender Kumar Goel Rajinder Parkash Jindal

Date: 30th May, 2014 Executive Director & C.E.O. Director


Mar 31, 2013

TO THE MEMBERS,

The Directors have pleasure in presenting the forty second annual report of your Company together with the audited statement of accounts for the year ended 31st March, 2013.

FINANCIAL RESULTS

The Financial performance of the Company during the year 2012-13 as under:

(Rs.in Crores) Particulars Year Ended Year Ended 31.03.2013 31.03.2012

Interest and dividend income/ Other Income 19.44 20.10

Profit before Interest, Depreciation and Tax 16.99 19.14

Provision for Income Tax 3.44 2.96

Provision / (Assets) for Deferred Tax (0.58) (0.11)

Net Profit / (Loss) after Tax 14.13 16.29

Add/(Less): Surplus brought forward 65.05 52.02

Profit/ (Loss) available for appropriation 79.18 68.31

Transfer to Statutory Reserve 2.83 3.26

Balance carried to Balance Sheet 76.35 65.05

FINANCIAL, OPERATIONAL REVIEW & FUTURE PROSPECTS

During the year ended 31st March, 2013, the Income of the Company by way of dividend, interest and other income stood up at 19.44 crore as compared to 20.10 crore during the previous year. Profit before interest, depreciation and tax stood at 16.99 crore as compared to 19.14 crore during previous year. Net Profit after tax stood at 14.13 crore as compared to 16.29 crore during the previous year.

An amount of " 2.83 crore was transferred to Statutory Reserve Fund pursuant to Section 45-IC of the Reserve Bank of India Act, 1934, during the financial year under review.

Your Company holds significant investments in equity shares of steel manufacturing companies of O.P. Jindal group. The growth in Steel Sector in India is likely to sustain in coming years, therefore, the performance of the Investee Companies is also expected to improve in the ensuing years. The development in Architectural, Building and Construction sector being undertaken in India is also expected to give a further boost to the Steel industry and your Company is looking forward for a sustainable growth in its Investee Companies in the coming years which would enhance the shareholders'' value.

DIVIDEND

The Directors have not recommended declaration of any dividend on equity shares for the year ended 31st March, 2013 in order to conserve the resources for future years.

PAYMENT OF LISTING FEE

The equity shares of your Company are presently listed on BSE Limited, Mumbai (BSE) and National Stock Exchange of India Limited, Mumbai (NSE). The annual listing fee for the year 2013-14 has been paid to both the stock exchanges where the equity shares of your Company are listed.

CONSOLIDATED FINANCIAL STATEMENTS

As required under clause 32 of the listing agreements with the stock exchanges, audited consolidated financial statements form part of the Annual Report.

FIXED DEPOSIT

The Company has not accepted any deposit from the public. Hence, no information is required to be appended to this report.

RESERVE BANK OF INDIA GUIDELINES

Your Company has duly complied with all applicable rules, regulations and guidelines issued by Reserve Bank of India for NBFCs from time to time.

Pursuant to the Non-Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions, 2007, issued by RBI, your Company is a Systematically Important Non-Deposit Taking Non-Banking Financial Company having an asset size of more than Rs.100 crore.

The Company falls in the category of a Core Investment Company (CIC) in terms of the Core Investment Companies (Reserve Bank) Directions, 2011. The Company would continue to carry on the business permitted to a CIC in terms of the Core Investment Companies (Reserve Bank) Directions, 2011. The Company has made an application to Reserve Bank of India (RBI) for de-registration of the Company as a Non Banking Financial Company (NBFC) as it conforms to CIC norms, the confirmation from RBI is awaited.

DIRECTORS

Mr. Rajinder Parkash, Director, will retire at the annual general meeting by rotation and, being eligible, offers himself for re-appointment.

Brief resume of Mr. Rajinder Parkash, nature of his expertise in specific functional areas and names of companies in which he holds the directorship and the membership/ chairmanship of committees of the board, as stipulated under clause 49 of the listing agreement with the stock exchanges, appear in the Notice of annual general meeting, which forms part of this annual report.

AUDITORS

M/s. N.C. Aggarwal & Co., Statutory Auditors of the Company retire at the conclusion of ensuing annual general meeting. The Company has received intimation from them to the effect that their appointment, if made, would be within the limit prescribed under section 224(1B) of the Companies Act, 1956. Accordingly, they are proposed to be re-appointed as Statutory Auditors of the Company for the year 2013-14.

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

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

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

Foreign exchange earnings : Nil

Foreign exchange outgo : Nil

PARTICULARS OF EMPLOYEES

During the year ended 31st March, 2013, the Company has not paid any remuneration attracting the provisions of Companies (Particulars of Employees) Rules, 1975 read with section 217(2A) of the Companies Act, 1956. Hence no information is required to be appended to this report in this regard.

SUBSIDIARY COMPANIES

The Company has four subsidiaries namely Jindal Holdings Limited, Jindal Steel & Alloys Limited, Jindal Stainless (Mauritius) Limited and Massillon Stainless Inc., USA.

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

The members, if they desire, may write to Company Secretary at registered office of the Company to obtain the copy of the annual report of the subsidiary companies.

DEMATERIALISATION OF SHARES

The members, those who have not yet dematerialised their shares, are advised to get their shares dematerialised as trading of the shares is permissible in the demat form only.

DIRECTORS'' RESPONSIBILITY STATEMENT

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

(a) that in the preparation of the annual accounts for the financial year ended 31st March, 2013, the applicable accounting standards have been followed alongwith proper explanation relating to material departures;

(b) that the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year under review;

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

(d) that the directors have prepared the accounts for the financial year ended 31st March, 2013 on a ''going concern'' basis.

CORPORATE GOVERNANCE

A separate report on corporate governance and a certificate from statutory auditors regarding compliance of conditions of corporate governance as stipulated under clause 49 of the listing agreement with the stock exchanges form part of the annual report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report as required under clause 49 of the listing agreements with the stock exchanges is enclosed with this report.

ACKNOWLEDGEMENT

Your Directors would like to place on record their deep sense of appreciation for the continued assistance and co-operation by the Reserve Bank of India, other banks, Central and State Governments, SEBI, Stock Exchanges, all regulatory bodies and the shareholders during the year under review.

For and on behalf of the Board of Directors

Place :Hisar Mahender Kumar Goel Rajinder Parkash

Date :30th May, 2013 Executive Director & C.E.O. Director


Mar 31, 2012

The directors have pleasure in presenting the forty first annual report of your Company together with the audited statement of accounts for the year ended 31st March, 2012.

FINANCIAL RESULTS (Rs. in Crore)

PARTICULARS Year Ended Year Ended 31.3.2012 31.3.2011

Interest and dividend income/ Other Income 20.10 18.66

Profit before Interest, Depreciation and Tax 19.14 18.17

Provision for Income Tax 2.96 2.45

Provision / (Assets) for Deferred Tax (0.11) 0.08

Net Profit / (Loss) after Tax 16.29 15.64

Add/(Less): Surplus brought forward 52.02 39.51

Profit/ (Loss) available for appropriation 68.31 55.15

Transfer to Statutory Reserve 3.26 3.13

Balance carried to Balance Sheet 65.05 52.02

FINANCIAL, OPERATIONAL REVIEW & FUTURE PROSPECTS

During the year ended 31st March, 2012, the Income of the Company by way of dividend, interest and other income has gone up by around 7.72% at Rs. 20.10 crore as compared to Rs. 18.66 crore during the previous year. Profit before interest, depreciation and tax stood at Rs. 19.14 crore as compared to Rs. 18.17 crore during previous year. Net Profit after tax has gone up by around 4.16% at Rs. 16.29 crore as compared to Rs. 15.64 crore during the previous year.

An amount of Rs. 3.26 crore was transferred to Statutory Reserve Fund pursuant to Section 45-IC of the Reserve Bank of India Act, 1934, during the financial year under review.

Your Company holds significant investments in equity shares of steel manufacturing companies of O.P. Jindal group. The growth in Steel Sector in India is likely to sustain in coming years, therefore, the performance of the Investee Companies is also expected to improve in the ensuing years. The development in Architectural, Building and Construction sector being undertaken in India is also expected to give a further boost to the Steel industry and your Company is looking forward for a sustainable growth in its Investee Companies in the coming years which would enhance the shareholders value.

DIVIDEND

The Directors have not recommended declaration of any dividend on equity shares for the year ended 31st March, 2012 in order to conserve the resources for future years.

PAYMENT OF LISTING FEE

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

CONSOLIDATED FINANCIAL STATEMENTS

As required under clause 32 of the listing agreements with the stock exchanges, audited consolidated financial statements form part of the Annual Report.

FIXED DEPOSIT

The Company has not accepted any deposit from the public. Hence, no information is required to be appended to this report.

RESERVE BANK OF INDIA GUIDELINES

Your Company has duly complied with all applicable rules, regulations and guidelines issued by Reserve Bank of India for NBFCs from time to time.

Pursuant to the Non-Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions, 2007, issued by RBI, your Company is a Systematically Important Non-Deposit Taking Non-Banking Financial Company having an asset size of more than Rs. 100 crore.

DIRECTORS

Mr. R.G. Garg, Director, will retire at the annual general meeting by rotation and, being eligible, offers himself for re-appointment.

Brief resume of Mr. R.G. Garg, nature of his expertise in specific functional areas and names of companies in which he holds the directorship and the membership/ chairmanship of committees of the board, as stipulated under clause 49 of the listing agreement with the stock exchanges, appear in the Notice of annual general meeting, which forms part of this annual report.

AUDITORS

M/s. N.C. Aggarwal & Co., Statutory Auditors of the Company retire at the conclusion of ensuing annual general meeting. The Company has received intimation from them to the effect that their appointment, if made, would be within the limit prescribed under section 224(1B) of the Companies Act, 1956. Accordingly, they are proposed to be re-appointed as Statutory Auditors of the Company for the year 2012-13.

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

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

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

Foreign exchange earnings : Nil Foreign exchange outgo : Nil

PARTICULARS OF EMPLOYEES

During the year ended 31st March, 2012, the Company has not paid any remuneration attracting the provisions of Companies (Particulars of Employees) Rules, 1975 read with section 217(2A) of the Companies Act, 1956. Hence no information is required to be appended to this report in this regard.

SUBSIDIARY COMPANIES

The Company has four subsidiaries namely Jindal Holdings Limited, Jindal Steel & Alloys Limited, Jindal Stainless (Mauritius) Limited and Massillon Stainless Inc., USA.

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

The members, if they desire, may write to Company Secretary at registered office of the Company to obtain the copy of the annual report of the subsidiary companies.

DEMATERIALISATION OF SHARES

The members, those who have not yet dematerialised their shares, are advised to get their shares dematerialised as trading of the shares is permissible in the demat form only.

DIRECTORSE RESPONSIBILITY STATEMENT

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

(a) that in the preparation of the annual accounts for the financial year ended 31st March, 2012, the applicable accounting standards have been followed alongwith proper explanation relating to material departures;

(b) that the directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year under review;

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

(d) that the directors have prepared the accounts for the financial year ended 31st March, 2012 on a Going concerns basis.

CORPORATE GOVERNANCE

A separate report on corporate governance and a certificate from statutory auditors regarding compliance of conditions of corporate governance as stipulated under clause 49 of the listing agreement with the stock exchanges form part of the annual report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report as required under clause 49 of the listing agreements with the stock exchanges is enclosed with this report.

ACKNOWLEDGEMENT

Your Directors would like to place on record their deep sense of appreciation for the continued assistance and co-operation by the Reserve Bank of India, other banks, Central and State Governments, SEBI, Stock Exchanges, all regulatory bodies and the shareholders during the year under review.

For and on behalf of the Board of Directors

Place: Hisar Mahender Kumar Goel Rajinder Parkash

Date : 30th May, 2012 Executive Director & C.E.O. Director


Mar 31, 2011

THE MEMBERS,

The Directors have pleasure in presenting the fortieth annual report of your Company together with the audited statement of accounts for the year ended 31st March, 2011.

FINANCIAL RESULTS (Rs. in Crore)

PARTICULARS 2011 2010

Interest and dividend income/ Other Income 18.66 12.02

Profit before Interest, Depreciation and Tax 18.17 11.25

Provision for Income Tax 2.45 2.04

Provision / (Assets) for Deferred Tax 0.08 0.10

Net Profit / (Loss) after Tax 15.64 9.11

Add/(Less): Surplus brought forward 39.51 32.22

Profit/ (Loss) available for appropriation 55.15 41.33

Transfer to Statutory Reserve 3.13 1.82

Balance carried to Balance Sheet 52.02 39.51

FINANCIAL, OPERATIONAL REVIEW & FUTURE PROSPECTS

During the year ended 31st March, 2011, the Income of the Company by way of dividend, interest and other income has gone up by around 55.24% at Rs. 18.66 crore as compared to Rs. 12.02 crore during the previous year. Profit before interest, depreciation and tax stood at Rs. 18.17 crore as compared to Rs. 11.25 crore during previous year. Net Profit after tax has gone up by around 71.68% at Rs. 15.64 crore as compared to Rs. 9.11 crore during the previous year.

An amount of Rs. 3.13 crore was transferred to Statutory Reserve Fund pursuant to Section 45-IC of the Reserve Bank of India Act, 1934, during the financial year under review.

Your company holds significant investments in equity shares of steel manufacturing companies of O.P. Jindal group. The financial year under review witnessed improvement in the performance of most of the Investee companies. The growth in Steel Sector in India is likely to sustain in coming years, therefore, the performance of the Investee Companies is also expected to improve in the ensuing years. The development in Architectural, Building and Construction sector being undertaken in India is also expected to give a further boost to the Steel industry and your Company is looking forward for a sustainable growth in its Investee Companies in the coming years which would enhance the shareholders' value.

DIVIDEND

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

PAYMENT OF LISTING FEE

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

CONSOLIDATED FINANCIAL STATEMENTS

As required under clause 32 of the listing agreements with the stock exchanges, audited consolidated financial statements form part of the Annual Report.

FIXED DEPOSIT

The company has not accepted any deposit from the public. Hence, no information is required to be appended to this report.

RESERVE BANK OF INDIA GUIDELINES

Your company has duly complied with all applicable rules, regulations and guidelines issued by Reserve Bank of India for NBFCs from time to time.

Pursuant to the Non-Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions, 2007, issued by RBI, your company is a Systematically Important Non-Deposit Taking Non-Banking Financial Company having an asset size of more than Rs. 100 crore.

DIRECTORS

Mr. Rakesh Garg, Director, will retire at the annual general meeting by rotation and, being eligible, offers himself for re-appointment.

Brief resume of Mr. Rakesh Garg, nature of his expertise in specific functional areas and names of companies in which he holds the directorship and the membership/ chairmanship of committees of the board, as stipulated under clause 49 of the listing agreement with the stock exchanges, appear in the Notice of annual general meeting, which forms part of this annual report.

AUDITORS

M/s. N.C. Aggarwal & Co., Statutory Auditors of the company retire at the conclusion of ensuing annual general meeting. The company has received intimation from them to the effect that their appointment, if made, would be within the limit prescribed under section 224(1B) of the Companies Act, 1956. Accordingly, they are proposed to be re-appointed as Statutory Auditors of the company for the year 2011-12.

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

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

Since the company is not engaged in any manufacturing activity, particulars under section 217(1)(e) of the Companies Act, 1956 regarding conservation of energy, technology absorption are not available.

Foreign exchange earnings : Nil

Foreign exchange outgo : Nil

PARTICULARS OF EMPLOYEES

During the year ended 31st March 2011, the company has not paid any remuneration attracting the provisions of Companies (Particulars of Employees) Rules, 1975 read with section 217(2A) of the Companies Act, 1956. Hence no information is required to be appended to this report in this regard.

SUBSIDIARY COMPANIES

The company has four subsidiaries namely Jindal Holdings Limited, Jindal Steel & Alloys Limited, Jindal Stainless (Mauritius) Limited and Massillon Stainless Inc., USA.

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

The members, if they desire, may write to Company Secretary at registered office of the company to obtain the copy of the annual report of the subsidiary companies.

DEMATERIALISATION OF SHARES

The members, those who have not yet dematerialised their shares, are advised to get their shares dematerialised as trading of the shares is permissible in the demat form only.

DIRECTORS' RESPONSIBILITY STATEMENT

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

(a) that in the preparation of the annual accounts for the financial year ended 31st March, 2011, the applicable accounting standards have been followed alongwith proper explanation relating to material departures;

(b) that the directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit or loss of the company for the year under review;

(c) that the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) that the directors have prepared the accounts for the financial year ended 31st March, 2011 on a 'going concern' basis.

CORPORATE GOVERNANCE

A separate report on corporate governance and a certificate from statutory auditors regarding compliance of conditions of corporate governance as stipulated under clause 49 of the listing agreement with the stock exchanges form part of the annual report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report as required under clause 49 of the listing agreements with the stock exchanges is enclosed with this report.

ACKNOWLEDGEMENT

Your directors would like to place on record their deep sense of appreciation for the continued assistance and co-operation by the Reserve Bank of India, other banks, Central and State Governments, SEBI, Stock Exchanges, all regulatory bodies and the shareholders during the year under review.

For and on behalf of the Board of directors

Mahender Kumar Goel Rajinder Parkash

Executive Director & C.E.O. Director

Place : Hisar

Date : 30th May, 2011


Mar 31, 2010

The directors have pleasure in presenting the thirty ninth annual report of your Company together with the audited statement of accounts for the year ended 31st March, 2010.

FINANCIAL RESULTS

(Rs. in Crore)

Description Year Endsd Year Ended

31.03.2010 31.03.2009

Interest and dividend income/Other Income 12.02 14.78

Profit before Interest, Depreciation and Tax 11.25 14.13

Less : Interest/Bank Charges - -

Depreciation - -

Previous year Taxation Adjustments - -

Provision for Fringe Benefit Tax - -

Provision for Income Tax 2.04 2.65

Provision / (Assets) for Deferred Tax 0.10 0.20

Net Profit /(Loss) after Tax 9.11 11.28

Add/(Less): Surplus brought forward 32.22 23.20

Profit/(Loss) available for appropriation 41.33 34.48

Tranrfer to Statutory Reserve 1.82 2.26

Balance carried to Balance Sheet 39.51 32.22

FINANCIAL, OPERATIONAL REVIEW & PROSPECTS

During the year ended 31st March, 2010, the company has earned income by way of dividend, interest and other income amounting to Rs. 12.02 crore. After payment of interest on loans, other expenses and provisions, net profit for the year amounted to Rs.9.11 crore as compared to Rs.11.28 crore in the previous year.

Total income, inclusive of dividend and interest, for the year ended 31st March, 2010 is Rs.12.02 crore as against Rs.14.78 crore in he previous year. The decline was mainly on account of declaration of lower dividend by the Investee Companies.

Your company holds significant investments in equity shares of steel manufacturing companies of O.P. Jindal group. Despite another challenging year for the global steel industry, investee companies have made a strong comeback from the global downturn effect of the previous year. The steel sector in India is on the growth path and the performance of the Investee Companies are expected to improve further in the current financial year, which is expected to result in higher dividend income in the coming year. The infrastructure development being undertaken in the country is expected to give a further boost to the steel industry and your company is looking forward for a higher growth in its Investee Companies in the coming year which would enhance the shareholders value.

Considering the future prospects of the economy as a whole and the steel industry in particular, the company expects to achieve substantial value enhancement in the long term for the benefit of the shareholders at large.

DIVIDEND

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

PAYMENT OF LISTING FEE

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

CONSOLIDATED FINANCIAL STATEMENTS

As required under clause 32 of the listing agreements with the stock exchanges, audited consolidated financial statements form part of the Annual Report.

FIXED DEPOSIT

The company has not accepted any deposit from the public. Hence, no information is required to be appended to this report.

RESERVE BANK OF INDIA GUIDELINES

Your company has duly complied with all applicable rules, regulations and guidelines issued by Reserve Bank of India for NBFCs from time to time.

Pursuant to the Non-Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions, 2007, issued by RBI, your company is a Systematically Important Non-Deposit Taking Non-Banking Financial Company having an asset size of more than Rs.100 crore.

DIRECTORS

Mr. Rajinder Parkash, Director, will retire at the annual general meeting by rotation and, being eligible, offers himself for re-appointment.

Brief resume of Mr. Rajinder Parkash, nature of his expertise in specific functional areas and names of companies in which he holds the directorship and the membership/ chairmanship of committees of the board, as stipulated under clause 49 of the listing agreement with the stock exchanges, appear in the Notice of annual general meeting, which forms part of this annual report.

AUDITORS

M/s. N. C. Aggarwal & Co., Statutory Auditors of the company retire at the conclusion of ensuing annual general meeting. The company has received intimation from them to the effect that their appointment, if made, would be within the limit prescribed under section 224(1B) of the Companies Act, 1956. Accordingly, they are proposed to be re-appointed as Statutory Auditors of the company for the year 2010-11.

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

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

Since the company is not engaged in any manufacturing activity, particulars under section 217(l)(e) of the Companies Act, 1956 regarding conservation of energy, technology absorption are not available.

Foreign exchange earnings : Nil

Foreign exchange outgo : Nil

PARTICULARS OF EMPLOYEES

During the year ended 31st March, 2010, the company has not paid any remuneration attracting the provisions of Companies (Particulars of Employees) Rules, 1975 read with section 217(2A) of the Companies Act, 1956. Hence no information is required to be appended to this report in this regard.

SUBSIDIARY COMPANIES

The company has four subsidiaries namely Jindal Holdings Limited, Jindal Steel & Alloys Limited, Jindal Stainless (Mauritius) Limited and Massillon Stainless Inc., USA.

As per Central Governments approval under section 212(8) of the Companies Act, 1956 vide its letter dated 31st March, 2010, the annual accounts of the said subsidiary companies are not attached with this report. Any shareholder of the company or its above said subsidiary companies, interested in obtaining the annual accounts of the subsidiary companies and the related detailed information may write to the Company Secretary at registered office of the company.

The annual accounts of the subsidiary companies would be open and accessible for inspection by shareholder at registered office of the company and registered office of the subsidiary companies on any working day except holidays till the date of the annual general meeting between 11.00 a.m. and 1.00 p.m.

DEMATERIALISATION OF SHARES

The members, those who have not yet dematerialised their shares, are advised to get their shares dematerialised as trading of the shares is permissible in the demat form only.

DIRECTORS RESPONSIBILITY STATEMENT

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

(a) that in the preparation of the annual accounts for the financial year ended 31st March, 2010, the applicable accounting standards have been followed alongwith proper explanation relating to material departures;

(b) that the directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit or loss of the company for the year under review;

(c) that the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) that the directors have prepared the accounts for the financial year ended 31st March, 2010 on a going concern basis.

CORPORATE GOVERNANCE

A separate report on corporate governance and a certificate from statutory auditors regarding compliance of conditions of corporate governance as stipulated under clause 49 of the listing agreement with the stock exchanges form part of the annual report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analys s Report as required under clause 49 of the listing agreements with trie stock exchanges is enclosed with this report.

ACKNOWLEDGEMENT

Your directors would like to place on record their deep sense of appreciation for the continued assistance and co-operation by the Reserve Bank of India, other banks, Central and State Governments, SEBI, Stock Exchanges, all regulatory bodies and the shareholders during the year under review.

For and on behalf of the Board of directors

Place : Hisar MahenderKumarGoel Rajinder Parkash

Date : 2nd August, 2010 Executive Director & C.E.O. Director



 
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