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Directors Report of Jai Balaji Industries Ltd.

Mar 31, 2023

The Board of Directors (Board) are pleased to present the Twenty Fourth Annual Report of your Company together with the Standalone and Consolidated Audited Financial Statements for the year ended 31st March, 2023.

FINANCIAL RESULTS

(Rs. in Lacs)

Standalone

Consolidated

Particulars

Financial Year ended 31st March, 2023

Financial Year ended 31st March, 2022

Financial Year ended 31st March, 2023

Financial Year ended 31st March, 2022

Revenue from Operations

6,12,507.47

4,69,250.39

6,12,507.47

4,69,250.39

Other Income

3,548.94

2,986.76

3,548.94

2,986.76

Total Revenue

6,16,056.41

4,72,237.15

6,16,056.41

4,72,237.15

Profit/Loss before Finance Cost, Depreciation and Amortization expenses and tax

29,174.46

23,819.47

29,173.89

23,819.18

Less: Finance Costs

8,888.42

9,880.46

8,888.42

9,880.46

Less: Depreciation and Amortization Expenses

9,792.74

9,132.46

9,792.74

9,132.46

Profit/(Loss) before exceptional items and Tax

10,493.30

4,806.55

10,492.73

4,806.26

Exceptional items

-

-

-

-

Profit/(Loss) before Tax

10,493.30

4,806.55

10,492.73

4,806.26

Less : Tax expense Current Tax

Deferred Tax

—

—

—

—

MAT Reversal

4,709.71

---

4,709.71

---

Profit/Loss after tax

5,783.59

4,806.55

5,783.02

4,806.26

Other Comprehensive Income

(38.26)

137.74

(38.26)

137.74

Total Comprehensive Income

5,745.33

4,944.29

5,744.76

4,944.00

Earnings per share (Nominal value per share Rs. 10/-)

Basic

4.49

4.35

4.49

4.35

Diluted

4.11

4.35

4.11

4.35

FINANCIAL PERFORMACE AND STATE OF COMPANY''S AFFAIRS

The Standalone & Consolidated Revenue of the Company (comprising of sales and other income) for the financial year under review was Rs. 6,16,056.41 lacs as compared to Rs. 4,72,237.15 lacs during the previous financial year. The Consolidated net profit for the financial year under review was Rs. 5,783.02 lacs as compared to net profit of Rs. 4,806.26 lacs during the previous financial year.

Your company is committed to its vision to emerge as an efficient producer of iron and steel products. Your Company''s striving efforts for improvement in operational efficiency and reduction of production cost has resulted in increase in revenue from operations of the Company during the year. It seeks to enhance Domestic Steel Consumption and ensure high quality steel production and create a technologically advanced and globally competitive steel industry. Your

company is focused on increasing capacity utilisation of all units, reducing cost and improving operational efficiency.

It is committed to its vision to emerge as an efficient producer of iron & steel products. It has focused on increasing capacity utilisation of all units, reducing cost and improving operational efficiency.

JBG Hexa Bond Cement

During the year under review, your company launched a product named JBG Hexa Bond Cement - Hindustan ki Neev". The high-quality, durable, and sustainable solution for our country''s construction needs and building structures that can stand the test of time. This high-quality, durable cement is specially formulated to provide a strong and reliable bond. In addition to its exceptional strength, JBG HEXA Bond is also easy to work with. It sets quickly, providing you with a solid foundation in no time making it the ideal choice to

strengthen our country''s foundation for a better tomorrow. Our cement is manufactured by using the latest technology and carefully selected raw materials, ensuring that every bag of JBG HEXA Bond meets the highest standards of strength, quality and durability to your construction projects. It''s also highly resistant to weather, heat, and moisture, making it the perfect choice for outdoor construction projects. At JBG, we understand the importance of sustainability in construction and that is why we''re committed to reducing our carbon footprint and using eco-friendly materials in our manufacturing process. Choosing JBG HEXA Bond, is not only getting a high-quality product but also making a positive impact on the environment.

OPERATIONS

Your Company has an integrated steel plant and manufactures different products in Steel sector.

Your Company''s cumulative product wise actual production details are given hereunder:

The actual production of Sponge Iron was 2,52,290 MT during the year 2022-23 as compared to 2,14,563 MT during the year

2021- 22. For Pig Iron, the actual production was 4,80,856 MT and 4,38,461 MT during the year 2022-23 and 2021-22 respectively. The actual production of Steel Bars/Rods was 2,14,955 MT during the year 2022-23 as compared to 1,57,132 MT during the year 2021-22. For Billet/MS Ingot, the actual production was 1,76,038 MT and 1,01,778 MT during the year

2022- 23 and 2021-22 respectively. The actual production of Ferro Alloys was 1,03,286 MT during the year 2023-22 as compared to 1,05,698 MT during the year 2021-22 (In the previous year Ferro Alloy included third party Conversion production of 13518 MT HC Ferro Chrome). In case of Ductile Iron Pipe, the actual production was 2,12,636 MT and 1,53,839 MT during the year 2022-23 and 2021-22 respectively. For Sinter, the actual production was 7,04,481 MT and 6,12,443 MT during the year 2022-23 and 2021-22 respectively. The actual production of Coke was 3,67,522 MT during the year 2022-23 as compared to 345671 MT during the year 2021-22.

SUBSIDIARIES AND JOINT VENTURE COMPANIES

Subsidiaries

As on the date of reporting, your Company has two wholly owned subsidiaries namely Jai Balaji Steels (Purulia) Limited & Jai Balaji Energy (Purulia) Limited.

¦ Jai Balaji Energy (Purulia) Limited

A Wholly Owned Subsidiary of your Company since 1st November, 2010. It did not commence commercial production as on the date of reporting but has incurred miscellaneous expenditure of Rs.36,286/- during the year under review. The net loss for the year 2022-23 is Rs. 36,286/-.

¦ Jai Balaji Steels (Purulia) Limited

A Wholly Owned Subsidiary of your Company since 1st November, 2010. It did not commence commercial production as on the date of reporting but has incurred miscellaneous expenditure of Rs.22,185/- during the year under review. The net loss for the year 2022-23 is Rs. 22,185/-.

Note :

1. The Board of Directors of the Company vide its meeting held on 22nd July, 2022 approved the amalgamation of the two wholly owned subsidiaries with the Company pursuant to Sections 230 to 232 of the Companies Act, 2013 ("Scheme"), subject to receipt of requisite statutory and regulatory approvals for better and more efficient management, economies of scale including reduction in overhead expenses relating to management and administration.

2. Your Company has incorporated a subsidiary Company named ''''Kesarisuta Industries Uganda Limited'''' in Uganda in July 2023. The primary objective of the Company would be selling ductile iron pipes and related products.

Joint Ventures

Your Company continues to have two joint venture (JV) companies namely, Andal East Coal Company Private Limited and Rohne Coal Company Private Limited as on 31st March, 2023.

¦ Andal East Coal Company Private Limited

''Andal East Coal Company Private Limited'' which is under liquidation was formed in 2009-10, in which your Company along with Bhushan Steel Limited and Rashmi Cement Limited are venture partners. The said Joint Venture Company was formed in terms of allocation of Andal Non-Coking Coal Block in the State of West Bengal by Ministry of Coal, Government of India.

¦ Rohne Coal Company Private Limited

''Rohne Coal Company Private Limited'' was formed in 2008-09, in which your Company along with JSW Steel Limited & Bhushan Power & Steel Limited are venture partners. The said Joint Venture Company was formed in terms of allocation of Rohne Coking Coal Block in the State of Jharkhand by Ministry of Coal, Government of India.

The Hon''ble Supreme Court vide its Order dated 24th September, 2014 has cancelled number of coal blocks alloted to various companies. These include two coal blocks under development viz. Andal East in West Bengal and Rohne in Jharkhand allocated to the Company jointly with other parties.

None of the Companies have become or ceased to be the Joint Ventures and Associate Company during the year under review.

DIVIDEND

In lieu of requirement of funds for total fixed expenses and operations of the Company, your Directors do not

recommend a dividend for the financial year ended 31st March, 2023.

The Dividend Distribution Policy formulated by the Company is available on the website of the Company at https://jaibalajigroup.com/wp-content/uploads/2021/12/Dividend_Distribution_Policy.pdf.

TRANSFER TO RESERVES

The Board of Directors has decided to retain the entire amount of profit for the Financial Year 2022-23 in the statement of profit and loss.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

No material changes and commitments have occurred after the close of the year till the date of this report which may affect the financial position of the Company.

SHARE CAPITAL AND PREFERENTIAL ISSUE

The Authorized Share Capital of the Company as at 31st March, 2023 stands at Rs. 1,85,00,00,000 and the paid up share capital of the Company as at 31st March, 2023 stands at Rs. 1,45,45,02,860.

During the financial year under review the Company has convened two Extra-Ordinary General Meetings on 18th May, 2022 and on 11th January, 2023.

1) The following resolutions were passed at the ExtraOrdinary General Meeting held on Wednesday, 18th May, 2022:

• Issue and allotment of upto 5,00,00,000 (Five crore) Warrants, at a price of Rs. 52/- (Rupees Fifty two only) per warrant determined in accordance with SEBI (ICDR) Regulations ("Issue Price"), with a right to the warrant holders to apply for and be allotted 1 (One) Equity Share of the face value of Rs. 10/-(Rupees Ten only) each of the Company ("Equity Shares") at a premium of Rs.42/- (Rupees forty two only) per equity share for each warrant, in one or more tranches, within 18 (Eighteen) months from the date of allotment of the warrants, for total amount upto Rs. 2,60,00,00,000/- (Rupees Two hundred sixty crore only), for cash, to promoters/promoter group and other than promoters/promoter group on a preferential basis.

• Increase in the existing Authorised Share Capital of Rs. 1,25,00,00,000/- (Rupees One Hundred and Twenty Five Crores only) divided into 12,50,00,000 (Twelve Crores Fifty Lacs) equity shares of Rs. 10/-(Rupees Ten only) each to Rs. 1,65,00,00,000/-(Rupees One Hundred and Sixty Five Crores only) divided into 16,50,00,000 (Sixteen Crores Fifty Lacs) equity shares of Rs. 10/- (Rupees Ten only) each by

creation of 4,00,00,000 (Four Crores) equity shares of Rs. 10/- (Rupees Ten only) each ranking pari-passu with the existing equity shares.

Post approval of the shareholders for issue & allotment of

5,00,00,000 (Five Crores) Warrants, the Board of Directors of Jai Balaji Industries Limited (''the Company'') at its meeting held on 27th May, 2022 alloted 5,00,00,000 (Five Crores) Warrants to promoters/promoter group on preferential basis. Subsequent to the aforesaid preferential allotment the Board considered and approved the conversion of 3,50,00,000 warrants into Equity shares of face value of Rs.10/- each out of total 5,00,00,000 warrants in the following manner during the year under review :-

Sl No.

No. of Warrants Converted in to Equity Shares

Date of Conversion

1.

87,50,000

22nd July, 2022

2.

87,50,000

27th August, 2022

3.

87,50,000

17th October, 2022

4.

87,50,000

21st November, 2022

Consequent to the aforesaid allotment upon conversion of warrants, the paid-up equity capital of the Company has increased from Rs. 1,10,45,02,860/- consisting of 11,04,50,286 Equity Shares of Rs.10/- each to Rs. 1,45,45,02,860/- consisting of 14,54,50,286 Equity Shares of Rs.10/- each as on 31st March, 2023.

2) The following resolutions were passed at the ExtraOrdinary General Meeting held on Wednesday, 11th January, 2023:

• Increase in the existing Authorised Share Capital of Rs. 1,65,00,00,000/- (Rupees One Hundred and Sixty Five Crores only) divided into 16,50,00,000 (Sixteen Crores Fifty Lacs) equity shares of Rs. 10/- (Rupees Ten only) each to Rs. 1,85,00,00,000/- (Rupees One Hundred and Eighty Five Crores only) divided into

18.50.00. 000 (Eighteen Crores Fifty Lacs) equity shares of Rs. 10/- (Rupees Ten only) each by creation of

2.00. 00.000 (Two Crores) equity shares of Rs. 10/-(Rupees Ten only) each ranking pari-passu with the existing equity shares.

• Issue and allotment of upto 2,20,00,000 (Two Crores Twenty Lakhs) Warrants, at a price of Rs. 45/-(Rupees Forty Five only) per warrant determined in accordance with SEBI (ICDR) Regulations ("Issue Price"), with a right to the warrant holders to apply for and be allotted 1 (One) Equity Share of the face value of Rs. 10/- (Rupees Ten only) each of the Company ("Equity Shares") at a premium of Rs.35/-(Rupees Thirty five only) per equity share for each warrant, in one or more tranches, within 18 (Eighteen) months from the date of allotment of

the warrants, for total amount upto Rs. 99,00,00,000/-(Rupees Ninety Nine Crores only), for cash, to promoters/ promoter group on a preferential basis.

Post approval of the shareholders for issue & allotment of

2,20,00,000 (Two Crores twenty lakhs) Warrants, the Board of Directors of Jai Balaji Industries Limited (''the Company'') at its meeting held on 20th January, 2023 alloted 2,20,00,000 (Two Crores twenty lakhs) Warrants to promoters/promoter group on preferential basis.

Subsequent to the resolutions passed at the EGMs on 18th May, 2022 and 11th January, 2023 w.r.t increase in Authorised Share Capital (ASC) of the Company, the new ASC for the financial year ended 31st March, 2023 stands to 1,85,00,00,000 (Rupees One hundered Eighty Five Crores)

Further the Company has passed the following special resolutions through postal ballot on 5th April, 2023:-

• Adoption of new set of Memorandum of Association of the Company in line with Companies Act, 2013 and also effecting alterations in the existing MOA of the Company by substitution/ addition/ deletion of certain clauses.

• Replacing the existing Articles of Association of the Company with the amended and restated Articles of Association of the Company and to delete the regulations as set forth in Chapter II and III forming part of the existing Articles of Association of the Company.

• Payment of the remuneration to Shri Bimal Kumar Choudhary (DIN: 08879262), as Executive Director of the Company, w.e.f 1st April, 2023 for the remaining tenure of his current appointment.

• Continuation of holding of office by Shri Bimal Kumar Choudhary (DIN: 08879262), as the Executive Director of the Company after attaining the age of 70 years.

CHANGE IN NATURE OF BUSINESS, IF ANY

During the year, there was no change in the nature of business of the Company or its subsidiaries.

DEPOSITS

During the year under review, your Company has not accepted any deposits from the public. Further, no amount of deposit remained unpaid or unclaimed at the end of the year i.e. as on 31st March, 2023. Subsequently, no default has been made in repayment of deposits or payment of interest thereon during the year.

CONSOLIDATED FINANCIAL STATEMENTS

While consolidating the accounts of the Company, the financials of its joint venture companies namely Andal East Coal Company Pvt. Ltd. (AECCPL) and Rohne Coal Company Ltd. (RCCPL) are not consolidated. The Hon''ble Supreme Court vide its Order dated 24th September, 2014 has cancelled number of coal blocks allotted to various companies. These include two coal blocks under development viz. AECCPL in

West Bengal and RCCPL in Jharkhand allocated to the company jointly with other parties.

Pursuant to Section 129(3) of the Companies Act, 2013 and rules made therein, a statement containing salient features of the financial statement of the subsidiaries and joint ventures of the Company is provided in Form AOC-1 attached as "Annexure-A" to the Board''s Report and other details of the subsidiaries and joint ventures are also provided in the said Annexure.

As per the provisions of Section 136 of the Act, the standalone 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 viz., "www.jaibalajigroup.com". These documents are also available for inspection at the Registered Office of the Company during business hours.

DIRECTORS AND KEY MANAGERIAL PERSONNEL a. Changes in Directors and KMP

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Company''s Articles of Association, Shri Rajiv Jajodia (DIN: 00045192) is liable to retire by rotation at the 24th Annual General Meeting and being eligible offers himself for re-appointment. Based on the recommendations of the Nomination and Remuneration Committee, the Board recommends the re-appointment of Shri Rajiv Jajodia (DIN: 00045192 ) as director liable to retire by rotation.

The following appointments and re-appointments of Key Managerial Personnel took place during the year under review :

I. Based on the recommendation of the Nomination and Remuneration Committee and approval of the Board of Directors of the Company at its meeting held on 27th May, 2022 and pursuant to the provisions of Sections 196, 197 and other applicable provisions of the Companies Act, 2013 and rules made thereunder (including any statutory modification(s) or re-enactment thereof for the time being in force) read with Schedule - V of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the members of the Company at the 23rd Annual General Meeting held on 27th September, 2022 has approved the

• Re-appointment of Shri Aditya Jajodia (DIN 00045114) as Managing Director of the Company for a further period of 5 (five) years commencing from 22nd day of July, 2022 to 21st July, 2027 at a remuneration of Rs. 8,50,000 per month and upon the terms and conditions of the appointment as set out in the agreement of the re-appointment, as approved by the Board of Directors of the Company and the Nomination & Remuneration Committee.

• Re-appointment of Shri Sanjiv Jajodia (DIN 00036339) as Whole-time Director of the Company for a further period of 3 (three) years w.e.f 30th day of June, 2023 to 29th June, 2026 at a remuneration of Rs. 7,00,000 per month and upon the terms and conditions of the appointment as set out in the agreement of the re-appointment, as approved by the Board of Directors of the Company and the Nomination & Remuneration Committee.

II. Based on the recommendation of the Nomination and Remuneration Committee and approval of the Board of Directors of the Company at its meeting held on 13th August, 2022 and pursuant to the provisions of Sections 196, 197, 198, 203 and other applicable provisions of the Companies Act, 2013 and rules made thereunder (including any statutory modification(s) or re-enactment thereof for the time being in force) read with Schedule - V of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the members of the Company at the 23rd Annual General Meeting held on 27th September, 2022 has approved the

• Appointment of Shri Rajiv Jajodia (DIN 00045192) as Whole-time Director of the Company for a period of 3 (three) years w.e.f 1st day of September, 2022 to 31st August, 2025 at a remuneration of Rs. 7,00,000 per month and upon the terms and conditions of the appointment as set out in the agreement of the appointment, as approved by the Board of Directors of the Company and the Nomination & Remuneration Committee.

• Appointment of Shri Gaurav Jajodia (DIN 00028560) as Whole-time Director of the Company for a period of 3 (three) years w.e.f 1st day of September, 2022 to 31st August, 2025 at a remuneration of Rs. 7,00,000 per month and upon the terms and conditions of the appointment as set out in the agreement of the appointment, as approved by the Board of Directors of the Company and the Nomination & Remuneration Committee.

Further Shri Bimal Kumar Choudhary, Executive Director of the Company has attained the age of 70 years during the year under review. Therefore, on recommendation of the Nomination & Remuneration Committee, the Board of Directors of the Company at its meeting held on 24th February, 2023 has proposed the continuation of Shri Bimal Kumar Choudhary as the Executive Director of the Company subject to the consent of the members by way of special resolution, as required for continuation of holding of existing office by Shri Bimal Kumar Choudhary after attaining the age of 70 years during the current tenure under the provisions of Section 196 (3) (a) read with Schedule V of the Companies Act, 2013. Subsequently the members has approved the same

by passing a special resolution through Postal Ballot on 5th April, 2023.

None of the directors are disqualified for being appointed as j Directors, as specified in Section 164(2) of the Companies I Act, 2013 and Rule 14(1) of the Companies (Appointment ; and Qualification of Directors) Rules, 2014.

In terms of the Rule 6 of the Companies (Appointment and ! Qualification of Directors) Rules, 2014, all independent directors of the Company have registered with IICA (Manesar)

; as an Independent Director for a period of five years/for life! time to continue to hold the office as an Independent Director ! in any company.

; During the year under review, there has been no other change in the Key Managerial Personnel of the Company.

I b. Remuneration of Directors

i The Board of Directors of the Company, on the

recommendation of Nomination and Remuneration ! Committee and Audit Committee has approved:; • the payment of Rs. 8,50,000/- per month to

Mr. Aditya Jajodia as remuneration with effect from 1st April, 2022 for his remaining tenure from 1st April, 2022 to 21st July, 2022. Thereafter the members of the Company at the 23rd Annual General Meeting held on 27th September, 2022 has approved the re-appointment of Mr. Aditya Jajodia (DIN:00045114)

; as the Managing Director of the Company for

; a further period of 5 (five) years commencing

from 22nd day of July, 2022 to 21st July, 2027 at a remuneration of Rs. 8,50,000 per month.

; • the payment of Rs. 7,00,000/- per month to Mr. Sanjiv

Jajodia as remuneration with effect from 1st April, 2022 for the remaining tenure of his current appointment i.e from 1st April, 2022 to 29th June, 2023. The members of the Company at the 23rd Annual General Meeting held on 27th September,

; 2022 has approved the re-appointment of Shri Sanjiv

; Jajodia (DIN 00036339) as Whole-time Director of

the Company for a further period of 3 (three) years ; w.e.f 30th day of June, 2023 till 29th June, 2026 at a

remuneration of Rs. 7,00,000 per month.

! • the payment of Rs. 7,00,000/- per month as

I remuneration to Mr. Rajiv Jajodia, who was

appointed as the Whole-time Director of the Company with effect from 1st September, 2022.

! • the payment of Rs. 7,00,000/- per month as

remuneration to Mr. Gaurav Jajodia, who was appointed as the Whole-time Director of the Company with effect from 1st September, 2022.

Details pertaining to their remuneration have been provided in the copy of Annual Return available on the website of the Company under the web ! link:https://www.jaibalajigroup.com/annual-return/

c. Statement of declaration given by Independent directors

Pursuant to the provisions of Section 149 of the Act, all the Independent Directors have furnished the requisite declarations under Section 149(7) that each of them meet the criteria of independence as provided in Section 149(6) of the Act along with Rules framed thereunder and Regulation 16(1)(b) of the SEBI Listing Regulations. There has been no change in the circumstances affecting their status as independent directors of the Company.

d. Separate Meeting of Independent Directors of the Company

Details of Separate meeting of Independent Directors held in terms of Schedule IV of the Companies Act, 2013 and Regulation 25(3) of the Listing Regulations are given in Corporate Governance Report.

e. Familiarization programme for Independent Directors

In terms of Regulation 25 of the Listing Regulations, the Company is required to conduct various programmes for the Independent Directors of the Company to familiarize them with their roles, rights, responsibilities in the Company, nature of Industry in which the Company operates, business model of the Company etc.

The details of such familiarisation programmes are available at the website of the Company at https://jaibalajigroup.com/ familiarization-programmes-imparted-to-independent-directors/

COMMITTEES OF THE BOARD

The Company has various Board level committees in accordance with the requirement of Companies Act, 2013. The Board has the following committees as under:

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholders'' Relationship Committee

• Management (Finance) Committee

• Corporate Social Responsibility Committee

• Internal Complaints Committee

• Risk Management Committee

All the recommendations made by the above mentioned Committees are taken into consideration and are approved by the Board as and when required.

MEETINGS OF THE BOARD HELD DURING THE YEAR

The Board meets at regular intervals to discuss and decide on business policy and strategy apart from other Board Business. During the year under review, 12 (Twelve) meetings were convened and held on 21st April, 2022; 27th May, 2022; 22nd July, 2022; 13th August, 2022; 27th August, 2022; 17th October, 2022; 14th November, 2022; 21st November, 2022; 15th December, 2022; 20th January, 2023; 13th February, 2023 and 24th February, 2023 the details of which are given in the Corporate Governance Report. The intervening gap between the meetings was well within the period prescribed under the Companies Act, 2013 as well as Listing Regulations.

A detailed report on the Board, its Committees, its composition, detailed charter including terms of reference, number of Board and Committee meetings held and attendance of the directors at each meeting is provided in the report on the Corporate Governance, which forms part of this report. Further, composition of the various committees of the Board is also hosted on the website of the company viz www.jaibalajigroup.com

BOARD EVALUATION

The Board carried out an annual performance evaluation of its own performance, the performance of the Independent Directors individually as well as the evaluation of the working of the committees of the Board. The performance evaluation of all the directors was carried out by the Nomination and Remuneration Committee. The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Directors. Details of the same are given in the Report on Corporate Governance annexed hereto.

SECRETARIAL STANDARD

The Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134 (3) (c) and (5) of the Act, the Board of Directors, to the best of their knowledge and ability, state and confirm that:-

1. In the preparation of annual accounts for the financial year ended 31st March, 2023, the applicable accounting standards have been followed along with proper explanation relating to material departures;

2. We have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on 31st March, 2023 and of the profit of the Company for the year ended on that date;

3. We have 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;

4. The annual accounts for the financial year ended 31st March, 2023, have been prepared on a going concern basis;

5. Internal financial controls to be followed by the Company were laid down and that such internal financial controls were adequate and were operating effectively;

6. Proper systems were devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

NOMINATION AND REMUNERATION POLICY

The Board of Directors have adopted and approved a Nomination and Remuneration policy which includes the terms and conditions for appointment and payment of remuneration to the Directors and Key Managerial Personnel (KMP) and other senior management personnel including criteria for determining qualifications, positive attributes, independence of a director as per Schedule IV of the Companies Act, 2013. The said policy has been made available on the website of the Company "www.jaibalajigroup.com" under the weblink https://jaibalajigroup.com/wp-content/uploads/2021/02/nomination-remuneration-policy.pdf . The same is attached as "Annexure - B" and forms integral part of this Report.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

In accordance with the requirements of Section 135 of Companies Act, 2013 and rules made there under, your Company has a Corporate Social Responsibility Committee. The terms of reference of the Corporate Social Responsibility Committee is provided in the Corporate Governance Report. The Corporate Social Responsibility Policy (CSR Policy) formulated under recommendation of Corporate Social Responsibility Committee is available under the web link https://jaibalajigroup.com/wp-content/uploads/2021/02/corporate-social-responsibility-policy.pdf.

Further, as per the requirement of Section 135 of the Companies Act, 2013, the companies specified therein are required to spend at least two percent of the average net profits made during the three immediately preceding financial years towards CSR activities.

The said requirement of spending at least two percent of the average net profits made during the three immediately preceding financial years towards CSR activities becomes applicable to your Company for the financial year 2022-2023. The brief outline of the Corporate Social Responsibility (CSR) activities of the Company as adopted by the Board and the initiatives undertaken on CSR activities during the year are set out in ''''Annexure - C'''' of this Report in the format prescribed in the Companies (Corporate Social Responsibility) Rules, 2014. Other details regarding the CSR Committee, are given in the Report on Corporate Governance annexed hereto.

However, CSR and Sustainable Development has always been one of the leading priorities of the Company and the Company continues to undertake a wide range of CSR activities to contribute towards welfare and betterment of the society. The Company has always strived and endeavoured towards spending of CSR both in letter and spirit in the past years even when the provisions were not applicable on your company in view of losses.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has adopted a Whistle Blower Policy to provide a formal mechanism to the Directors and employees to report their concern about unethical behaviour, actual or suspected fraud or violation of the Company''s code of conduct or ethics policy and also report instances of leak of unpublished price sensitive information. The policy provides for adequate safeguards against victimization of employees who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee. Your company hereby affirms that no Director/employee has been denied access to the Chairman of the Audit Committee.

The details of the Whistle Blower Policy is available on your Company''s website viz., "www.jaibalajigroup.com" under the weblink https://jaibalajigroup.com/wp-content/uploads/2021/02/whistle-blower-policy.pdf.

PARTICULA RS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All contracts, arrangements and transaction entered into by the Company with related parties during the financial year 2022-2023 were in the ordinary course of business and on an arm''s length basis. During the year, the company did not enter into any transaction, contract or arrangement with related parties that could be considered material in accordance with the Company''s policy on dealing with related party transactions. Accordingly, the disclosure in Form AOC-2 in terms of Section 134 of the Companies Act, 2013 is not applicable. There have been no materially significant Related Party Transactions entered into by the Company during the year under review. All related party transactions are mentioned in Note No.43 of the Notes to Financial Statements. There are no other transactions of the Company apart from those mentioned above in Note no. 43 with any person or entity belonging to the promoter/promoter group which hold(s) 10% or more shareholding in the Company.

Prior omnibus approval is obtained for RPTs which are of a repetitive nature and entered in the ordinary course of business and are at arm''s length. All RPTs are placed before the Audit Committee and the Board for review and approval on a quarterly basis.

The Company has formulated a policy on related party transactions for purpose of identification and monitoring of such transactions. The policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and related parties. During the year under review, the Policy has been amended to incorporate the regulatory amendments in the SEBI Listing Regulations. The updated Policy can be accessed on the Company''s website at https://jaibalajigroup.com/ wp-content/uploads/2022/05/Related_Party_Policy.pdf

RISK MANAGEMENT

The Company has formulated a Risk Management Policy. The said policy is reviewed by the Audit Committee and the Board of Directors on regular basis. The Risk Management Committee of the Board has been constituted to enhance the focus on risk identification and mitigation and to comply with the statutory provisions.

The policy contains a detailed framework of risk assessment by evaluating the probable threats taking into consideration the business line of the Company, monitoring the risks so assessed and managing them well within time so as to avoid hindrance in its growth objectives that might in any way threaten the existence of your Company. The details of the same are covered in the Corporate Governance Report forming part of this report.

INTERNAL AUDIT AND INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY

As per Section 134(5)(e) of the Companies Act, 2013, the Directors have an overall responsibility for ensuring that the Company has implemented a robust system and framework of internal financial controls.

JBIL has laid down an adequate system of internal controls, policies and procedures for ensuring orderly and efficient conduct of the business, including adherence to the company''s policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable financial disclosures. The internal financial controls are adequate and operating effectively. Effectiveness of internal financial controls is ensured through management reviews, controlled selfassessment and independent testing by the internal Audit Team.

The members of the Audit Committee of your Company are well versed with the financial management. Pursuant to the provisions of Section 138 of the Act read with Rule 13 of ''The Companies (Accounts) Rules 2014'', your Company has appointed M/s Agrawal Tondon & Co., Chartered Accountants, of Room No - 7, 1st Floor, 59, Bentinck Street, Kolkata - 700 069, as the Internal Auditor of the Company who also evaluates the functioning and quality of internal controls and reports its adequacy and effectiveness through periodic reporting.

The Internal Auditor submits detailed reports periodically to the management and the Audit Committee. The Audit Committee actively reviews the adequacy and effectiveness of the internal audit functions of your Company and monitors the implementation of the same. The Committee also calls for comments of the internal auditors about the Company''s internal controls, scope of audit as and when required which gives them an additional insight on the assessment of such controls. Such adequate internal control system helps in identification of potential operation processes.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORTING

Regulation 34(2) of the Listing Regulations, inter alia, provides that the annual reports of the top 1000 listed entities based on market capitalisation (calculated as on March 31st of every financial year), shall include a Business Responsibility Sustainability Report (BRSR). As on 31st March, 2022, the Company is not amongst the top 1000 listed entities based on market capitalization at NSE and BSE.

Therefore, the requirement of submitting a Business Responsibility Sustainability Reporting is not applicable to your Company for the financial year 2022-23.

AUDITORS AND AUDITORS'' REPORT STATUTORY AUDITORS

M/s S. K. Agrawal & Co. Chartered Accountants LLP would be completing his tenure as Statutory Auditors of the Company on the conclusion of ensuing Annual General Meeting (24th AGM). Pursuant to the applicable provisions of the Act, on the recommendation of the Audit Committee of the Board, it is proposed to appoint M/ s Das & Prasad, Chartered Accountants of 4, Chowringee Lane, Block No.3, 8th Floor, Suit No. 8F, Kolkata - 700016 having FRN: 303054e as the Statutory Auditors of the Company to hold office from the conclusion of the 24th AGM until the conclusion of the 29th AGM. The Company has received a letter from M/s Das & Prasad, Chartered Accountants confirming that they are eligible for appointment as Statutory Auditors of the Company under Section 139 of the Act and meet the criteria for appointment specified in Section 141 of the Act.

Necessary resolution for the appointment of M/s Das & Prasad, Chartered Accountants as the Statutory Auditors is included in the Notice of the ensuing AGM.

The reports given by the Auditors, M/s. S. K. Agrawal & Co. Chartered Accountants LLP, Chartered Accountants with an unmodified opinion on the audited standalone and consolidated financial statements of the Company for the year ended 31st March, 2023 forms a part of this Annual Report.

The Auditors in their report have stated two points in the para relating to "Emphasis of matter" of the Independent Auditors Report with respect to:-

1. the outstanding balances of trade receivables, trade payables and loans and advances which are subject to confirmation and subsequent adjustments, if any.

2. the settlement and restructuring of various credit facilities and gain on such settlement and restructuring for Rs. 1,93,510.90 lacs that has been transferred to Capital Reserve for the year ended 31st March, 2023.

The response of your directors on them is as follows:-

1. With respect to point 1 of the para Emphasis of Matter, the clarification/details of the same is provided in Note No. 54 of the financial statement.

2. With respect to point 2 of the para Emphasis of Matter, the clarification/details of the same is provided in Note No. 58 of the financial statement.

During the year under review, the Auditors had not reported any fraud under Section 143(12) of the Companies Act, 2013, therefore no detail is required to be disclosed under 134(3)(ca) of the Act.

COST AUDITORS

Pursuant to Section 148(2) of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, as amended, the cost audit record maintained by the Company is required to be audited. M/ s. Mondal & Associates, Cost Accountants, has been the Cost Auditor of the Company for the F.Y. 2022-23. The Board of Directors, on the recommendation of the Audit Committee, re-appointed M/ s. Mondal & Associates, Cost Accountants, Kolkata for conducting the cost audit of the Company for Financial Year 2023-2024 at their meeting held on 14th August, 2023.

As required under the Companies Act, 2013, the remuneration payable to the Cost Auditors for the financial year 2023-24 is required to be ratified by the members of the Company. Accordingly, resolution seeking members ratification for remuneration to be paid to Cost Auditors is included in the Notice convening Annual General Meeting.

Your Company has filed the Cost Audit Report for the financial year 2021-22 with the Registrar of Companies, Ministry of Corporate Affairs in the XBRL mode during the year under review.

SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the company appointed M/s MKB & Associates, Practising Company Secretary, to undertake the Secretarial Audit of the Company for the financial year 2022-2023. The Secretarial Audit Report for the financial year ending 31st March, 2023 forms part of the Board''s Report as ''''Annexure-D".

The Secretarial Auditors'' Report to the shareholders for the year under review does not contain any qualification, reservation, adverse remark or disclaimer.

The Company has also undertaken an audit for the FY 202223 pursuant to SEBI Circular No. CIR/CFD/CMO/I/27/2019 dated February 08, 2019 for all applicable compliances as per the Securities and Exchange Board of India Regulations and Circular/ Guidelines issued thereunder. The Report (Annual Secretarial Compliance Report) has been duly submitted to the Stock Exchanges for the financial year ended March 31, 2023.

COPY OF ANNUAL RETURN

A copy of the Annual Return of the Company pursuant to Section 92(3) and 134(3)(a) of the Companies Act, 2013 has been placed on the website of the Company under the web link:https://www.jaibalajigroup.com/annual-return/

DECLARATION ON FUNDS RAISED THROUGH PREFERENTIAL ALLOTMENT AND UTILISATION OF SUCH FUNDS DURING THE YEAR UNDER REVIEW

The Board at its meeting held on 21st April, 2022 has considered and approved the issue and allotment of upto

5.00. 00.000 convertible Warrants at a price of Rs.52/- each. The object of the issue was to utilize the proceeds to meet the funding requirements for the growth in business of the Company, working capital requirements, repayment of debt and/or for general corporate purpose. Thereafter pursuant to approval of the members vide Extra-Ordinary General Meeting held on 18th May, 2022 the Board at its meeting held on 27th May, 2022 has alloted 5,00,00,000 warrants on preferential basis convertible into one fully paid equity share of face value of Rs. 10/- each at a premium of Rs. 42/- per equity share for each warrant, in one or more tranches, within a period of 18 months from the date of allotment of the warrants, in accordance with the SEBI (ICDR) Regulations.

The Company has realized 25% upfront money amounting to Rs. 65,00,00,000/- on or before the allotment of convertible warrants i.e 27th May, 2022. Thereafter, on conversion of

3.50.00. 000 warrants out of the total 5,00,00,000 warrants into Equity Shares, the Company has also realized the balance 75% allotment monies amounting to Rs. 1,36,50,00,000/- from the respective allottees during the year under review.

The proceeds realized from the afore-said issue and conversion were utilized and channelized towards the objects and purpose as stated in the Letter of offer of the Preferential issue and there was no deviation in the utilization of funds during the year under review.

Further the Board at its meeting held on 15th December, 2022 has again considered and approved the issue and allotment of upto 2,20,00,000 convertible warrants at a price of Rs. 45/-each which was subsequently approved by the members of the Company at an Extra-Ordinary General Meeting held on 11th January, 2023. The object of the issue was repayment of debt and for general corporate purpose. Pursuant to the approval of the members the Board at its meeting held on 20th January, 2023 has allotted 2,20,00,000 warrants on preferential basis convertible into one fully paid equity share of face value of Rs. 10/- each at a premium of Rs. 35/- per equity share for each warrant, in one or more tranches, within a period of 18 months from the date of allotment of the warrants, in accordance with the SEBI (ICDR) Regulations. Also the Company has realized 25% upfront money amounting to Rs. 24,75,00,000/- on or before the allotment of convertible warrants i.e 20th January, 2023 which was utilized for the objects as specified in the Letter of Offer of the issue and there was no deviation as such during the year under review.

PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS

Particulars of Loans, Guarantees and Investments as on the financial year ended 31st March, 2023 as covered under the provisions of Section 186 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014 are given in Note No. 6, 14, and 43 of the notes to Financial Statements provided in the Annual Report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS OF THE COMPANY

No significant or material orders have been passed by any regulators or Courts or Tribunals impacting the going concern of the Company and its future operations.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to provisions of the Companies Act, 2013, the declared dividends, which are unpaid or unclaimed for a period of seven years, shall be transferred by the Company to the Investor Education and Protection Fund (IEPF) established by the Central Government.

Accordingly, the unpaid or unclaimed dividend remaining unpaid or unclaimed for a period of seven years from the date they became due for payment, have been transferred to the IEPF established by the Central Government and no balance of such amount is lying with the Company as on date.

Pursuant to section 124(6) of the Companies Act, 2013 read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, as amended, all shares in respect of which dividend has not been paid or claimed for seven consecutive years or more, shall be transferred by the Company to IEPF. Accordingly all such shares have been transferred by the Company to IEPF and no such shares are underlying with the Company as on date. Any person whose unclaimed or unpaid amount, along with shares, if any, has been transferred by the Company to IEPF Authority may claim their refunds from the IEPF Authority by accessing the following link: http://www.iepf.gov.in/IEPF/refund.html.

CORPORATE GOVERNANCE

Maintaining high standards of Corporate Governance has been fundamental to the business of your Company since its inception. The Company constantly endeavors to follow the corporate governance guidelines and best practices sincerely and disclose the same transparently. The Board is conscious of its inherent responsibility to disclose timely and accurate

information on the Company''s operations, performance, material corporate events as well as on the leadership and governance matters relating to the Company. The Company has complied with the requirements of the Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015 regarding corporate governance. A report on the Corporate Governance practices and the Auditors'' Certificate on compliance of mandatory requirements thereof are given as an annexure to this report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A detailed report on the Management Discussion & Analysis is provided as a separate section in the Annual Report.

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

The relevant information on conservation of energy, technology absorption and foreign exchange earnings and outgo as stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of Companies (Accounts) Rules, 2014 are given in '''' Annexure - E" forming part of this Annual Report.

PARTICULARS OF EMPLOYEES AND OTHER RELATED DISCLOSURES

Disclosures pertaining to remuneration and other details as required under section 197(12) read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed to this report as ''''Annexure - F".

The statement containing names of employees in terms of remuneration drawn and their other details as required to be furnished under Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in a separate annexure forming part of this report. Further, the report and the accounts are being sent to the Members excluding the aforesaid annexure. In terms of Section 136 of the Act, the said annexure is open for inspection at the Registered Office of the Company. Any Member interested in obtaining a copy of the same may write to the Company Secretary.

CONSTITUTION OF INTERNAL COMPLAINTS COMMITTEE IN ACCORDANCE WITH THE PROVISIONS OF THE PREVENTION OF SEXUAL HARASSMENT ACT AND POLICY ON PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

An Internal Complaints Committee (ICC) has been constituted in accordance with the provisions of the Prevention of Sexual Harassment Act to redress complaints received regarding sexual harassment and all the provisions regarding the constitution are complied with.

The Company has a zero tolerance towards sexual harassment at the workplace and has adopted a Policy on "Prevention of Sexual Harassment of Women at Workplace" and matters connected therewith or incidental thereto covering all the aspects as contained under "The Sexual Harassment of Women at Workplace (Prohibition, Prevention and Redressal) Act, 2013".

The role of ICC is not restricted to mere redressal of complaints but also encompasses prevention and prohibition of sexual harassment.

During the year under review, the Company has organized an Awareness/Orientation Programme for its female employees on 13th February, 2023, to create awareness among them regarding their fundamental rights and give insight of the law relating to Prevention of Sexual Harassment of woman at work place. The Company have not received any Complaints pertaining to Sexual Harassment.

POLICY ON PREVENTION OF INSIDER TRADING

Your Company has adopted a Code for Prevention of Insider Trading with a view to regulate trading in equity shares of the Company by the Directors and designated employees of the Company. The said Code of Conduct is available on the website of the Company at https://jaibalajigroup.com/wp-content/uploads/2021/02/policy-for-insider-trading.pdf. The Code requires preclearance for dealing in Company''s shares and prohibits the purchase or sale of shares in your company by the Directors and designated employees, while they are in possession of unpublished price sensitive information and also during the period when the Trading Window remains closed.

LISTING

The equity shares of your Company are listed on the National Stock Exchange of India Limited (NSE) and the BSE Limited (BSE).

Both NSE and BSE have nationwide trading terminals which enable the shareholders/investors to trade in the shares of your Company from any part of the country without any difficulty.

ACKNOWLEDGEMENT

Your Company continues its relentless focus on strengthening competition in all its businesses. It is the endeavour of your Company to deploy resources in a balanced manner so as to secure the interest of shareholders in the best possible manner in short, medium and long terms.

Your Directors take this opportunity to appreciate their suppliers, vendors, investors, financial institutions/banks, Central Government, State Government, all regulatory and government authorities and all other business associates for their continued support and co-operation extended by them to the Company.

Your Directors also wish to place on record their appreciation to all the employees at all levels for their commendable teamwork, professionalism and enthusiastic contribution towards the working of the Company.

On behalf of the Board of Directors

Sd/-

Aditya Jajodia

Place: K°lkata Chairman & Managing Director

Date: 14th August, 2023 (DIN : 00045114)


Mar 31, 2018

Dear Members

The Directors are pleased to present the Nineteenth Annual Report of your Company together with the Standalone and Consolidated Audited Financial Statements for the year ended 31st March, 2018.

FINANCIAL RESULTS (Rs. in lacs)

Standalone

Consolidated

Particulars

Financial

Financial

Financial

Financial

Year ended

Year ended

Year ended

Year ended

31st March, 2018

31st March, 2017

31st March, 2018

31st March, 2017

Revenue from Operations

2,42,505.87

1,69,050.74

2,42,505.87

1,84,526.31

Other Income

1,792.51

2,079.48

1,792.51

2,114.62

Total Revenue

2,44,298.38

1,71,130.22

2,44,298.38

1,86,640.93

Profit/Loss before Finance Cost, Depreciation and Amortization expenses and tax

(7,564.87)

(7,923.58)

(7,565.16)

(9,165.14)

Less: Finance Costs

3,391.40

4,494.71

3,391.40

4,648.53

Less: Depreciation and Amortization Expenses

10,735.98

11,190.32

10,735.98

11,756.45

Profit/(Loss) before exceptional items and Tax

(21,692.25)

(23,608.61)

(21,692.54)

(25,570.12)

Add : Exceptional items

(3,973.81)

-

(3,973.81)

-

Profit/(Loss) before Tax

(25,666.06)

(23,608.61)

(25,666.35)

(25,570.12)

Less : Tax expense Current Tax

Deferred Tax

-

-

-

-

Profit/Loss after tax

(25,666.06)

(23,608.61)

(25,666.35)

(25,570.12)

Other Comprehensive Income

405.79

102.23

405.79

105.61

Total Comprehensive Income

(25,260.27)

(23,506.38)

(25,260.56)

(25,464.51)

Earnings per share (Nominal value per share Rs. 10/-) Basic and Diluted

(27.48)

(28.23)

(27.48)

(30.58)

APPLICABILITY OF INDIAN ACCOUNTING STANDARDS

The Ministry of Corporate Affairs (MCA), vide its notification dated 16th February, 2015, notified the Indian Accounting Standards (Ind AS) applicable to certain classes of companies. 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.

Being applicable, your Company has adopted Ind AS from April 1, 2017 and accordingly, the transition was carried out, from the Accounting Principles generally accepted in India as specified under Section 133 of the Companies Act, 2013, read with Rule 7 of the Companies (Accounts) Rules, 2014 (previous GAAP) to Ind AS 101 “First time adoption of Indian Accounting Standard”.

The reconciliation and descriptions of the effect of the transition from Indian GAAP to Ind AS have been provided in Note 52 of the notes forming part of financial statements.

FINANCIAL PERFORMACE AND STATE OF COMPANY’S AFFAIRS

The Standalone Total Revenue of the Company (comprising of sales and other income) for the financial year under review was Rs.2,44,298.38 lacs as compared to Rs.1,71,130.22 lacs during the previous financial year.

The Consolidated Total Revenue of the Company (comprising of sales and other income) for the financial year under review was Rs.2,44,298.38 lacs as compared to Rs.1,86,640.93 lacs during the previous financial year.

Your Company’s continuous efforts for reduction of production cost and improvement in operational efficiency has resulted in increase in revenue from operations of the Company during the year. Your company is committed to its vision to emerge as an efficient producer of iron and steel products. It seeks to enhance Domestic Steel Consumption and ensure high quality steel production and create a technologically advanced and globally competitive steel industry. Your company is focused on increasing capacity utilisation of all units, reducing cost and improving operational efficiency.

Your company has been under financial stress since 2009 due to various external factors beyond the control of the Company and its management.

OPERATIONS Installed Capacity and Actual Production

Your Company has an integrated steel plant and manufactures different products in Steel sector. Your Company’s cumulative product wise installed capacity and actual production comprise of the following:

Product

Annual Installed Capacity (M.T.)

Actual Production (M.T.)

2017-18

2016-17

2017-18

2016-17

Sponge Iron

345,000

345,000

178,568

197,546

Pig Iron

509,250

509,250

370,271

368,920

Steel Bars/Rods

260,000

260,000

118,153

97,818

Billet/MS Ingot

906,230

906,230

105,056

113,164

Ferro Alloys

106,618

106,618

68,769

30,774

Ductile Iron Pipe

240,000

240,000

121,016

113,159

Power

101.10

(MW/hr)

101.10

(MW/hr)

338.64

(MU)

319.69

(MU)

Sinter

608,000

608,000

394,637

540,100

Coke

350,000

350,000

298,455

295,510

SHARE CAPITAL AND PREFERENTIAL ISSUE

The Company had issued and allotted 2,26,05,000 warrants on Preferential allotment basis to companies falling under promoter group & others carrying a right to convert each warrant into an Equity Share of Rs.10/- each within a period of 18 months from the date of allotment i.e. 22nd March, 2016. The warrant holders had paid 25% of the total consideration i.e. Rs.2.50 per warrant amounting to Rs.565.13 lacs as application money against the above warrants.

Out of total allotted 2,26,05,000 warrants, the Company had converted 1,25,00,000 warrants into Equity Shares till 31st March, 2017.

During the year under review, the company has converted 1,01,05,000 warrants into Equity Shares by way of allotment of equivalent number of Equity Shares of Rs. 10/- each on receipt of balance 75% of the consideration i.e.

Rs.7.50 per warrant in respect of 1,01,05,000 warrants on different dates amounting to Rs.757.88 lacs. Details of conversion are tabled hereunder:

Date of Conversion

No. of equity shares allotted on conversion of equivalent no. of warrants

30.05.2017

19,00,000

23.06.2017

46,00,000

14.09.2017

36,05,000

DIVIDEND

In view of the losses incurred by your company, your directors have not recommended any dividend for the financial year ended 31st March, 2018.

TRANSFER TO RESERVES

In view of losses incurred by your Company during the year, no amount has been proposed to be carried to any reserves for the year ended 31st March, 2018.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

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

Subsequent to the aforesaid conversions, no warrants are remaining outstanding as on 31st March, 2018. The Company’s paid up share capital as at 31st March, 2018 stands at Rs.96,38,64,860. The Company’s Authorized Share capital as at 31st March, 2018 stands at Rs.1,01,00,00,000.

CHANGE IN NATURE OF BUSINESS, IF ANY

During the year there was no change in the nature of business of the Company or its subsidiaries.

DEPOSITS

During the year under review, your Company has not accepted any deposits from the public. Further, no amount of deposit remained unpaid or unclaimed at the end of the year i.e. as on 31st March, 2018. Subsequently, no default has been made in repayment of deposits or payment of interest thereon during the year.

SUBSIDIARIES AND JOINT VENTURE COMPANIES Subsidiaries

As on the date of reporting, your Company has two wholly owned subsidiaries namely Jai Balaji Steels (Purulia) Limited & Jai Balaji Energy (Purulia) Limited.

- Jai Balaji Energy (Purulia) Limited

A Wholly Owned Subsidiary of your Company since 1st November, 2010. It did not commence commercial production as on the date of reporting but has incurred miscellaneous expenditure of Rs.15,119 during the year under review. The net loss for the year 2017-18 is Rs.15,119.

- Jai Balaji Steels (Purulia) Limited

A Wholly Owned Subsidiary of your Company since 1st November, 2010. It did not commence commercial production as on the date of reporting but has incurred miscellaneous expenditure of Rs.15,075 during the year under review. The net loss for the year 2017-18 is Rs.15,075.

Note:

Nilachal Iron and Power Limited (NIPL) ceases to be a subsidiary of the Company subsequent to invocation of pledge of 100% Equity Shares of NIPL by a lender of the Company.

Joint Ventures

Your Company continues to have two joint venture (JV) companies namely, Andal East Coal Company Private Limited and Rohne Coal Company Private Limited as on 31st March, 2018.

- Andal East Coal Company Private Limited

‘Andal East Coal Company Private Limited’ was formed in 2009-10, in which your Company along with Bhushan Steel Limited and Rashmi Cement Limited are venture partners. The said Joint Venture Company was formed in terms of allocation of Andal Non-Coking Coal Block in the State of West Bengal by Ministry of Coal, Government of India.

- Rohne Coal Company Private Limited

‘Rohne Coal Company Private Limited’ was formed in 2008-09, in which your Company along with JSW Steel Limited & Bhushan Power & Steel Limited are venture partners. The said Joint Venture Company was formed in terms of allocation of Rohne-Coking Coal Block in the State of Jharkhand by Ministry of Coal, Government of India.

None of the Companies have become or ceased to be the Joint Ventures and Associate Company during the year under review.

Consolidated Financial Statements

While consolidating the accounts of the Company, the financials of its joint venture companies namely Andal East Coal Company Pvt. Ltd.(AECCPL) and Rohne Coal Company Pvt. Ltd. (RCCPL) are not consolidated. The Hon’ble Supreme Court vide its Order dated 24th September, 2014 has cancelled number of coal blocks allotted to various companies. These include two coal blocks under development viz. AECCPL in West Bengal and RCCPL in Jharkhand allocated to the company jointly with other parties. The Company has prudently brought down the value of investment in joint venture companies to nominal value of Rs.1 per share. However the Company had submitted claims w.r.t the cancellation of coal blocks which are still pending.

Pursuant to Section 129(3) of the Companies Act, 2013 and rules made therein, a statement containing salient features of the financial statement of the subsidiaries and joint ventures of the Company is provided in Form AOC-1 attached as “Annexure-A” to the Board’s Report and other details of the subsidiaries and joint ventures are also provided in the said Annexure.

As per the provisions of Section 136 of the Act, the standalone 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 viz., “www.jaibalajigroup.com“. These documents are also available for inspection at the Registered Office of the Company during business hours.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

a. Changes in Directors and KMP

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Company’s Articles of Association, Shri Rajiv Jajodia (DIN: 00045192) and Shri Gourav Jajodia (DIN: 00028560), are liable to retire by rotation at the 19th Annual General Meeting and being eligible offers themselves for re-appointment.

At the 18th Annual General Meeting of the Company held on 14th September, 2017, the shareholders have reappointed Shri Aditya Jajodia (DIN: 00045114) as Managing Director of the Company for a period of 5 years with effect from 22nd July, 2017 to 21st July, 2022.

Pursuant to the provisions of the Act, based on the recommendations of the Nomination and Remuneration Committee,

- The board of directors at its meeting held on 30th June, 2018 has re-appointed Mr. Sanjiv Jajodia (DIN:00036339) as the Whole Time Director of the Company with effect from 30th June, 2018 for a period of 5 years subject to approval of the members at the forthcoming Annual General Meeting.

- Mr. Amit Kumar Majumdar (DIN:00194123) has been reappointed by the Board as the Executive Director of the Company with effect from 14th August, 2018 for a period of 2 years subject to approval of the members at the forthcoming Annual General Meeting.

- The board of directors at its meeting held on 13th August, 2018 has appointed Ms Swati Bajaj (DIN:01180085) as an Additional Independent Director of the Company for a period of 5 (Five) years with effect from 13th August, 2018 subject to approval of the members at the forthcoming Annual General Meeting.

During the year, Shri Chandra Kant Bhartia (DIN: 00192694), Independent Director of the Company resigned with effect from 08.02.2018 due to preoccupation of work and ceased to be the Director of the Company

The Board expresses its gratitude towards Mr. Chandra Kant Bhartia for his contributions to the Company. The Board deeply appreciates his valuable dedication and support throughout his tenure with the Company.

The brief resume and other details as required under the Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 of the Directors seeking appointment/re-appointment at the ensuing Annual General Meeting are provided in the Notice of the Nineteenth Annual General Meeting of the Company which forms a part of the Annual Report.

None of the directors are disqualified for being appointed as Directors, as specified in Section 164(2) of the Companies Act, 2013 and Rule 14(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014.

b. Statement of declaration given by independent directors

All the Independent Directors have furnished the requisite declarations that they meet the independence criteria as laid down under section 149(6) of the Companies Act, 2013 read with the rules made thereunder and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

c. Separate Meeting of Independent Directors of the Company

Details of Separate meeting of Independent Directors held in terms of Schedule IV of the Companies Act, 2013 and Regulation 25(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are given in Corporate Governance Report.

d. Performance Evaluation of the Board, its Committees and Directors

Your Company understands the requirements of an effective Board Evaluation process and accordingly during the year under review, they have carried out performance evaluation of Board’s own performance, the directors individually and the evaluation of the working of its Committees pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The manner in which evaluation has been carried out is explained in the Corporate Governance Report attached as Annexure to this report.

e. Familiarization programme for Independent Directors

In terms of Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company is required to conduct various programmes for the Independent Directors of the Company to familiarize them with their roles, rights, responsibilities in the Company, nature of Industry in which the Company operates, business model of the Company etc.

The details of such familiarisation programmes are available at the website of the Company at: “http: / / www. jaibalajigroup.com/familiarization-programmes-17-2018.pdf”.

BOARD MEETINGS

The Board meets at regular intervals to discuss and decide on business policy and strategy apart from other Board Business. During the year under review, six meetings were convened and held on 30th May,2017; 23rd June, 2017; 7th August, 2017; 14 th September, 2017; 14th December,2017 and 28th February, 2018, the details of which are given in the Corporate Governance Report. The Intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 as well as SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The number of Board meetings attended by each Director during the financial year 2017-18 has been provided in the Corporate Governance Section which forms part of the Annual Report.

BOARD COMMITTEES

The Company has constituted /reconstituted various Board level committees in accordance with the requirement of Companies Act, 2013. The Board has the following committees as under:

- Audit Committee

- Nomination and Remuneration Committee

- Stakeholders’ Relationship Committee

- Management (Finance) Committee

- Corporate Social Responsibility Committee

- Internal Complaints Committee

Details of all the above committees along with the composition and meetings held during the year under review are provided in the report on Corporate Governance forming part of this report.

SECRETARIAL STANDARD

The Company has complied with the applicable Secretarial

Standards issued by the Institute of Company Secretaries of India.

DIRECTORS’ RESPONSIBILITY STATEMENT

The Directors acknowledges the responsibility for ensuring compliances with the provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and in the preparation of annual accounts for the year ended 31st March, 2018 states that -

i) In the preparation of annual accounts for the financial year ended 31st March, 2018, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii) We have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on 31st March, 2018 and of the loss of the Company for the year ended on that date;

iii) We have 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;

iv) The annual accounts for the financial year ended 31st March, 2018, have been prepared on a going concern basis;

v) Internal financial controls to be followed by the Company were laid down and that such internal financial controls were adequate and were operating effectively

vi) Proper systems were devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

NOMINATION AND REMUNERATION POLICY

The Board of Directors have adopted and approved a Nomination and Remuneration policy which includes the terms and conditions for appointment and payment of remuneration to the Directors and Key Managerial Personnel (KMP) and other senior management personnel including criteria for determining qualifications, positive attributes, independence of a director as per Schedule IV of the Companies Act, 2013. The said policy has been made available on the website of the Company “www.jaibalajigroup.com“ under the weblink “http://www.jaibalajigroup.com/ nomination-remuneration-policy.pdf”. The same is attached as “Annexure - B” and forms integral part of this Report.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

In accordance with the requirements of Section 135 of Companies Act, 2013 and rules made there under, your Company has a Corporate Social Responsibility Committee, The terms of reference of the Corporate Social Responsibility.

Committee is provided in the Corporate Governance Report. The Corporate Social Responsibility Policy (CSR Policy) formulated under recommendation of Corporate Social Responsibility Committee is available under the web link “http://www.jaibalajigroup.com/corporate-social-responsibility-policy.pdf”.

Further, as per the requirement of Section 135 of the Companies Act, 2013, the companies specified therein are required to spend at least two percent of the average net profits made during the three immediately preceding financial years towards CSR activities.

Your Company has incurred losses during the immediately preceding three financial years; hence, the said requirement of spending at least two percent of the average net profits made during the three immediately preceding financial years towards CSR activities was not applicable to your Company for the financial year 2017-18.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has adopted a Whistle Blower Policy to provide a formal mechanism to the Directors and employees to report their concern about unethical behaviour, actual or suspected fraud or violation of the Company’s code of conduct or ethics policy. The policy provides for adequate safeguards against victimization of employees who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee. The details of the Whistle Blower Policy is available on your Company’s website viz., “www.jaibalajigroup.com“ under the weblink http://www.jaibalajigroup.com/whistle-blower-policy.pdf“.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All related party transactions (“RPT”) entered into during the financial year 2017-18 were on arm’s length basis and also in the ordinary course of business and that the provisions of Section 188 of the Companies Act, 2013 and the rules made thereunder are not attracted. Thus disclosure in Form AOC-2 in terms of Section 134 of the Companies Act, 2013 is not required. There have been no materially significant Related Party Transactions entered into by the Company during the year under review. All related party transactions are mentioned in the Notes to Financial Statements.

Prior omnibus approval is obtained for RPTs which are of a repetitive nature and entered in the ordinary course of business and are at arm’s length. All RPTs are placed before the Audit Committee and the Board for review and approval on a quarterly basis.

The Company has formulated a policy on related party transactions for purpose of identification and monitoring of such transactions. The said policy is available on the Company’s website at the link “http: / /www.jaibalajigroup.com/related-party-policy_jbg.pdf”.”

RISK MANAGEMENT

The Company has formulated a Risk Management Policy. The said policy is reviewed by the Audit Committee and the Board of Directors on regular basis. The policy contains a detailed framework of risk assessment by evaluating the probable threats taking into consideration the business line of the Company, monitoring the risks so assessed and managing them well within time so as to avoid hindrance in its growth objectives that might in any way threaten the existence of your Company. The details of the same are covered in the Corporate Governance Report forming part of this report.

INTERNAL AUDIT AND INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY

Your Company has an Internal Control System, which is commensurate with the size, scale, scope and complexity of its operations. To maintain its objectivity and independence, an independent firm of Chartered Accountants has been appointed as the Internal Auditors, who report to the Chairman of the Audit Committee of the Board. These control processes enable and ensure the orderly and efficient conduct of company’s business, including safeguarding of assets, completeness of the accounting records and timely preparation & disclosure of financial statements.

The members of the Audit Committee of your Company are well versed with the financial management. Pursuant to the provisions of Section 138 of the Act read with Rule 13 of ‘The Companies (Accounts) Rules, 2014’,your Company has appointed M/s.Namita Kedia and Associates (currently known as NKAS & Associates) as the Internal Auditor of the Company who also evaluates the functioning and quality of internal controls and reports its adequacy and effectiveness through periodic reporting.

The Internal Auditor submits detailed reports periodically to the management and the Audit Committee. The Audit Committee actively reviews the adequacy and effectiveness of the internal audit functions of your Company and monitors the implementation of the same. The Committee also calls for comments of the internal auditors about the Company’s internal controls, scope of audit as and when required which gives them an additional insight on the assessment of such controls. Such adequate internal control system helps in identification of potential operation processes.

AUDITORS AND AUDITORS’ REPORT STATUTORY AUDITORS

In terms of the provisions of Section 139 of the Companies Act, 2013 read with the Companies (Audit & Auditors) Rules, 2014, M/s. S. K. Agrawal & Co., Chartered Accountants were appointed as Statutory Auditors of your Company for a term of five years at the 16th Annual General Meeting (‘AGM’) of the Company held on 21st September, 2015 till the conclusion of 21st Annual General Meeting.

The report of the statutory auditors on standalone and consolidated financial statements for the year under review forms part of the Annual Report and contains a qualification that the company has not provided for interest amounting to Rs.83,288.81 lacs of which Rs.43,744.25 Lacs pertains to the current financial year, on various loans and credit facilities availed from Banks and Financial Institutions on the ground that same is being treated as Non Performing Asset by the lenders. Due to this, loss for the current financial year has been understated by Rs.43,744.25 lacs and accordingly loss for the year ended 31.03.2018 would have been Rs.69,410.31 lacs instead of Rs.25,666.06 lacs.

The Board is of the view that majority lenders of the Company have stopped charging interest on debts, since the dues from the Company have been categorised as Non Performing Assets. The Company is in active discussion/ negotiation with its lenders to restructure its debts. In view of the above, pending finalization of the restructuring plan, the Company has stopped providing interest accrued and unpaid effective 1st April, 2016 in its books. The statement on impact of Audit Qualification is annexed to this report as Annexure-”C(1)”

The Auditors in their report have stated three points in the para relating to “Emphasis of matter” of the Independent Auditors Report. The response of your director on them is as follows:

With respect to point 1 of the para Emphasis of Matter, the clarification of the same is provided in Note - 39 of the financial statement. With respect to point 2, the clarification of the same is provided in Note - 55(a) of the financial statement and with respect to point 3, the clarification of the same is provided in Note - 55(b) of the financial statement.

The Auditors in their Report in point vii & viii of Annexure - A of Independent Auditors Report states about the delay in payment of statutory dues and others which according to the management was due to financial constraints being faced by the Company on account of continued cash losses incurred.

Other observations made by the Statutory Auditors in their report for the Financial year ended 31st March, 2018 read with the explanatory notes to accounts are self-explanatory and therefore, do not call for any further elucidation.

COST AUDITORS

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, as amended, the cost audit record maintained by the Company is required to be audited. The Board of Directors had, on the recommendation of the Audit Committee, appointed M/ s. Mondal & Associates, Cost Accountants, Kolkata for conducting the cost audit of the Company for Financial Year 2018-19.

As required under the Companies Act, 2013, the remuneration payable to the Cost Auditors is required to be ratified by the members of the Company. Accordingly, resolution seeking members ratification for remuneration to be paid to Cost Auditors is included in the Notice convening Annual General Meeting.

Your Company has filed the Cost Audit Report for the financial year 2016-17 with the Registrar of Companies, Ministry of Corporate Affairs in the XBRL mode during the year under review.

SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the company has appointed M/ s. Sandip Kumar Kejriwal, Practising Company Secretary to undertake the Secretarial Audit of the Company for the financial year 2017-18. The Secretarial Audit Report for the financial year ending 31st March, 2018 forms part of the Board’s Report as Annexure-”C(2)”.

The Secretarial Auditors’ Report to the shareholders for the year under review does not contain any qualification, reservation, adverse remark or disclaimer except for few remarks such as delay/default in payment of statutory dues, repayment of dues to banks and financial institutions which are due to the financial constraints being faced by the Company. The observations made in the Secretarial Auditors’ Report are self-explanatory and therefore, do not call for any further elucidation.

EXTRACT OF ANNUAL RETURN

An Extract of the Annual Return of the Company in form MGT-9 pursuant to Section 92(3) and 134(3)(a) of the Companies Act, 2013 read with Rule 12 of Companies (Management and Administration) Rules 2014 is annexed hereto and forms part of this report as Annexure “D”. The said extract has also been made available on the website of the Company under the weblink ‘‘http: / / www.jaibalajigroup.com/MGT-9-2017-18.pdf’’

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Particulars of Loans, Guarantees and Investments as on the financial year ended 31st March, 2018 as covered under the provisions of Section 186 of the Companies Act, 2013 forms part of the notes to Financial Statements provided in the Annual Report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS OF THE COMPANY

The Hon’ble High Court of Calcutta, vide its order dated 7th June, 2018 has passed the winding-up order of the Company in petition no. 822 of 2014 filed by a creditor against the Company. The said winding-up order has been recalled vide order dated 21st June, 2018 of Hon’ble Court of Calcutta.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to provisions of the Companies Act, 2013, the declared dividends, which are unpaid or unclaimed for a period of seven years, shall be transferred by the Company to the Investor Education and Protection Fund (IEPF) established by the Central Government,

Accordingly, the unpaid or unclaimed dividend remaining unpaid or unclaimed for a period of seven years from the date they became due for payment, have been transferred to the IEPF established by the Central Government.

Pursuant to section 124(6) of the Companies Act, 2013 read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, as amended, all shares in respect of which dividend has not been paid or claimed for seven consecutive years or more, shall be transferred by the Company to IEPF.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS

The Company is committed to observing good corporate governance practices. In terms of Regulation 34 of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter “Listing Regulations”), a Report on Corporate Governance along with Compliance Certificate and Management Discussion and Analysis are annexed to this report and forms integral part of this Report.

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

The relevant information on conservation of energy, technology absorption and foreign exchange earnings and outgo as stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of Companies (Accounts) Rules, 2014 are given in Annexure “E” forming part of this Annual Report.

PARTICULARS OF EMPLOYEES AND OTHER RELATED DISCLOSURES

Disclosures pertaining to remuneration and other details as required under section 197(12) read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed to this report as

Annexure “F”.

Your Company does not have any employee whose particulars are required to be furnished under Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

POLICY ON PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

The Company has a zero tolerance towards sexual harassment at the workplace and has adopted a Policy on “Prevention of Sexual Harassment of Women at Workplace” and matters connected therewith or incidental thereto covering all the aspects as contained under “The Sexual Harassment of Women at Workplace (Prohibition, Prevention and Redressal) Act, 2013”.

During the year under review, the Company has not received any Complaints pertaining to Sexual Harassment.

POLICY ON PREVENTION OF INSIDER TRADING

Your Company has adopted a Code for Prevention of Insider Trading with a view to regulate trading in equity shares of the Company by the Directors and designated employees of the Company. The said Code of Conduct is available on the website of the Company. The Code requires preclearance for dealing in Company’s shares and prohibit the purchase or sale of shares in your company by the Directors and designated employees, while they are in possession of unpublished price sensitive information and also during the period when the Trading Window remains closed.

LISTING

The equity shares of your Company are listed on the National Stock Exchange of India Limited (NSE), BSE Limited (BSE) and The Calcutta Stock Exchange Limited (CSE).

The Company is in process of getting its shares delisted from Calcutta Stock Exchange (CSE) since there is no trading of the company’s equity shares for more than last 10 years in CSE. However, the equity shares of the Company would continue to remain listed on the NSE and BSE post its delisting from CSE.

Both NSE and BSE have nationwide trading terminals which enable the shareholders / investors to trade in the shares of your Company from any part of the country without any difficulty.

ACKNOWLEDGEMENT

Your Directors take this opportunity to appreciate their suppliers, vendors, investors, financial institutions/ banks, Central Government, State Government, all regulatory and government authorities and all other business associates for their continued support and co-operation extended by them to the Company

Your Directors wish hereby to place on record their appreciation of the efficient and loyal services rendered by each and every employee, worker, staff and executive of the Company.

On behalf of the Board of Directors

Aditya Jajodia

place: Kolkata Chairman & Managing Director

Date: 13th August, 2018 (DIN : 00045114)


Mar 31, 2016

Dear Members

The Directors have pleasure in presenting the Seventeenth Annual Report of the Company along with the Audited Financial Statement for the financial year ended 31st March, 2016.

The summarized Standalone and Consolidated financial performance of your Company is presented as hereunder: FINANCIAL RESULTS Rs. in lacs)

Standalone

Consolidated

Particulars

Financial

Financial

Financial

Financial

Year ended

Year ended

Year ended

Year ended

31st March, 2016

31st March, 2015

31st March, 2016

31st March, 2015

Revenue from Operations (Net) and Other Income

122,845.81

151,246.07

123,625.84

154,083.43

Less: Expenses

136,460.70

149,824.50

137,915.82

153,707.22

Finance Costs

41,377.18

37,499.88

42,467.95

38,412.85

Depreciation and Amortization Expenses

11,620.35

12,615.68

12,222.44

13,406.93

Profit/(Loss) before exceptional items and Tax

(66,612.42)

(48,693.99)

(68,980.37)

(51,443.57)

Less : Exceptional items

-

318.31

---

318.31

Profit/(Loss) before Tax

(66,612.42)

(49,012.30)

(68,980.37)

(51,761.88)

Less : Tax expense

Provision (Write Back) relating to earlier years

12.81

15.16

Deferred Tax charge/(credit)

-

(10,387.84)

---

(11,163.85)

Profit/Loss after tax

(66,612.42)

(38,637.27)

(68,980.37)

(40,613.19)

Earnings per share (Nominal value per share Rs. 10/-)

Basic and Diluted

(90.26)

(53.11)

(93.47)

(55.83)

FINANCIAL PERFORMACE AND STATE OF COMPANY''S AFFAIRS

During the period under review, the Company continued to incur losses as it was tough to find a bright spot in the market and the Company is making continuous efforts to get through it. Even though steel industry in India is one of the fastest growing steel producing nations but is passing through "stress" for some time due to rising imports from other countries at cheaper rates, increase in prices of raw material, stalled projects in various sectors especially infrastructure and limited growth in steel demand. All the factors combined created further hardship on the Company.

(a) Standalone Results

The Total Revenue of the Company (comprising of sales and other income) for the financial year under review was Rs. 122,845.81 lacs as compared to Rs. 151,246.07 lacs during the previous financial year. Loss before Tax for the financial year was Rs. 66,612.42 lacs as compared to Rs. 49,012.30 lacs in the previous year. Loss after Tax for the financial year was Rs. 66,612.42 lacs as compared to Rs. 38,637.27 lacs in the previous financial year.

(b) Consolidated Results

The Consolidated total revenue of the Company (comprising of sales and other income) for the financial year under review was Rs. 123,625.84 lacs as compared to Rs. 154,083.43 lacs during the previous financial year. The Consolidated loss before exceptional and extraordinary items and tax was Rs. 68,980.37 lacs as compared to loss of Rs. 51,443.57 lacs in the previous financial year. The Consolidated net loss for the financial year under review was Rs. 68,980.37 as compared to Rs. 40,613.19 lacs in the previous financial year.

No amount has been proposed to be carried to any reserves.

In view of losses incurred and requirement of capital, considering the capital intensive nature of the industry, for working of the Company, your Directors did not recommend any dividend for the financial year 2015-16.

As the Accumulated Losses of the Company for the year ended 31st March, 2015 have exceeded its entire net worth, the Company has made a reference to the Hon''ble Board for Industrial and Financial Reconstruction (BIFR) in terms of the provision of Section 15(1) of the Sick Industrial Companies (Special Provisions) Act, 1985. The reference has been registered by the BIFR which has been communicated to the Company vide their letter dated 22nd September, 2015.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY by increasing its capacity utilization.

Installed Capacity and Actual Production

Your Company has an integrated steel plant and manufactures different products in Steel sector. Your Company''s cumulative product wise installed capacity and actual production comprise of the following:

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.

CHANGE IN NATURE OF BUSINESS, IF ANY

During the year there was no change in the nature of business of the Company or its subsidiaries.

INDUSTRY SCENARIO AND OUTLOOK

The trend of slowdown in the steel industry continued during the year under review. In India, the Steel Industry is passing through a challenging phase. The

Product

Annual Installed Capacity (M.T.)

Actual Production (M.T.) #

2015-16

2014-15

2015-16

2014-15

Sponge Iron

345,000

345,000

235,967

137,173

Pig Iron

509,250

509,250

280,140

230,062

Steel Bars/Rods

260,000

260,000

55,348

54,863

Billet/MS Ingot

906,230

906,230

139,728

98,204

Ferro Alloys

106,618

106,618

18,698

24,652

Ductile Iron Pipe

240,000

240,000

59,208

49,285

Power

101.10 (MW)

101.10 (MW)

324.44 (MU)

258.37 (MU)

Sinter

608,000

608,000

413,725

469,322

Coke

350,000

350,000

240,955

183,735

#Includes production for third party conversion of Lam Coke 2,621.080 M.T (3,038.440 M.T).

domestic factors contributing to this down turn are lack of proper infrastructure, non-availability for cheaper and quality coking coal, less availability of finance, increased input prices of coal and iron ore pose major issues before steel manufactures. Steel faces increasing challenges from substitute materials such as aluminum (which is being increasingly used in cars due to its anti-corrosive properties and lighter weight), carbon fibre (popular for its strength, low cost and light weight), cement, bamboo (that has a tensile strength higher than steel) and wood. A major steel producer China due to weakening demand but over capacity of its steel industry are dumping steel in Indian markets which has reduced the demand for domestic steel. However, the Country''s Steel demand is projected to grow at a healthy rate during the year 2016-17, supported by gradual economic recovery. The government''s growth oriented reforms have helped to enhance the confidence of potential investors, which will increase the steel demand in the current future. Despite the above mentioned challenges faced by the steel sector, it has been supported by favourable regulatory frameworks. The government has made efforts to check this by steps like giving tax incentives, imposing anti-dumping duty, anti-subsidy duty, safeguard duty on imported steel products to protect the domestic industry. Growth in the private sector is expected to be boosted by new policies on "Make in India", import of foreign technology and foreign direct investment (FDI).

Considering the aforesaid facts, your Company feels optimistic and is striving to take sincere efforts to revive particularly

SUBSIDIARIES AND JOINT VENTURE COMPANIES Subsidiaries

As on the date of reporting, your Company has three wholly owned subsidiaries namely Nilachal Iron & Power Limited, Jai Balaji Steels (Purulia) Limited & Jai Balaji Energy (Purulia) Limited.

4 Nilachal Iron & Power Limited

A Wholly Owned Subsidiary of your Company since 26th October, 2007, having its manufacturing plant located at Kandra near Jamshedpur, Jharkhand. Currently, it manufactures sponge iron. During the year under review, the Company has achieved total revenue of Rs. 790.02 lacs as against Rs. 3,600.42 lacs in the previous year. The Net Loss for the year 2015-16 stood at Rs. 2,322.85 lacs as against loss after tax of 1,918.26 lacs in the previous year.

4 Jai Balaji Steels (Purulia) Limited

A Wholly Owned Subsidiary of your Company since 1st November, 2010. It did not commence commercial production as on the date of reporting but has incurred miscellaneous expenditure of Rs. 237,151 during the year under review. The net loss for the year 2015-16 is Rs. 237,151.

4 Jai Balaji Energy (Purulia) Limited

A Wholly Owned Subsidiary of your Company since 1st November, 2010. It did not commence commercial production as on the date of reporting but has incurred miscellaneous expenditure of Rs. 235,668 during the year under review. The net loss for the year 2015-16 is Rs. 235,668.

Joint Ventures

Your Company continues to have two joint venture companies namely, Andal East Coal Company Private Limited and Rohne Coal Company Private Limited.

4 Andal East Coal Company Private Limited

''Andal East Coal Company Private Limited'' was formed in 2009-10, in which your Company along with Bhushan Steel Limited and Rashmi Cement Limited are venture partners. The said Joint Venture Company was formed in terms of allocation of Andal Non-Coking Coal Block in the State of West Bengal by Ministry of Coal, Government of India.

4 Rohne Coal Company Private Limited

''Rohne Coal Company Private Limited'' was formed in 2008-09, in which your Company along with JSW Steel Limited & Bhushan Power & Steel Limited are venture partners. The said Joint Venture Company was formed in terms of allocation of Rohne-Coking Coal Block in the State of Jharkhand by Ministry of Coal, Government of India.

None of the Companies have become or ceased to be the Subsidiaries, Joint Ventures and Associate Company during the year under review.

Consolidated Financial Statements

In accordance with the applicable provisions of the Companies Act, 2013 and in terms of Regulation 34(2)(b) of the SEBI (Listing Obligations and Disclosure Requirements) is Regulations, 2015, the duly audited Consolidated Financial Statement, confirming to Accounting Standard 21 and 27 issued by the Institute of Chartered Accountants of India, are attached as a part of this Annual Report.

However, while consolidating the accounts of your Company with its Subsidiaries and Joint Ventures, the principle of proportionate consolidation of assets and liabilities to the extent of Company''s interest in one of the Joint Venture Company viz. Andal East Coal Company Private Limited has not been followed pursuant to the Accounting Standard 27. Sufficient disclosure in this regard has been made in the Financial Statements which forms part of this Annual Report.

Pursuant to Section 129(3) of the Companies Act, 2013 and rules made therein, a statement containing salient features of the financial statement of the subsidiaries and joint ventures of the Company is provided in Form AOC-1 attached as "Annexure-A" to the Board''s Report and other details of the subsidiaries and joint ventures are also provided in the said Annexure.

Pursuant to Section 136 of the Companies Act, 2013, the audited financial results including the consolidated financial statements, auditor''s report and related information of the Company and audited accounts of each of the subsidiaries are available at our website viz., "www.jaibalajigroup.com." These documents are also available for inspection at the Registered Office of the Company during business hours.

DIRECTORS/KEY MANAGERIAL PERSONNEL

Appointment and/or re-appointment

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Company''s Articles of Association, Shri Rajiv Jajodia (DIN: 00045192) and Shri Amit Kumar Majumder (DIN: 00194123), shall retire by rotation at the ensuing Annual General Meeting and being eligible, offers themselves for re-appointment.

During the year under review Smt. Puja Sharma (DIN: 06852209) resigned from the post of Directorship of the Company w.e.f 11th April, 2015. Shri Shyam Bahadur Singh (DIN: 01982407) has tendered his resignation from the post of Executive Directorship of the Company w.e.f. 14th August, 2015 and Shri Amit Kumar Majumdar (DIN: 00194123) an Independent Director of the Company has consented to act as an Executive Director w.e.f. 14th August, 2015. The shareholders in their Annual General Meeting held on 21st September, 2015 has approved the appointment and payment of remuneration to Shri Amit Kumar Majumdar as an Executive Director of the Company w.e.f. 14th August, 2015. Your Company is in the process of taking necessary approvals from statutory bodies for giving remuneration to Shri Amit Kumar Majumdar.

The Board of Directors of your Company at its meeting held on 17th April, 2015, based on the recommendation of the Nomination and Remuneration Committee, has appointed Smt. Seema Chowdhury (DIN: 07158338), Smt. Swati Agarwal (DIN: 07158355) and Smt. Rakhi Jain (DIN: 07161473) as Additional Directors (Category: Non-Executive Independent Directors) and the shareholders in their Annual General Meeting held on 21st September, 2015 has approved their appointment as Independent Director of the Company, not liable to retire by rotation, to hold office for 5 years w.e.f 17th April, 2015.

Pursuant to recommendation of Nomination and Remuneration Committee, Section 149 and 161(1) of the Companies Act, 2013 and rules made there under and Regulation 17(1) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board have appointed Shri Ashim Kumar Mukherjee (DIN: 00047844) as Additional Director (Category: Non-Executive Independent Director) w.e.f 2nd December, 2015.

Your Directors recommend the appointment of Shri Ashim Kumar Mukherjee (DIN: 00047844) as Independent Director of the Company not liable to retire by rotation and to hold the office for a term of 5 (Five) years from the date of his appointment.

The brief resume and other details as required under the Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 of the Directors seeking appointment/re-appointment at the ensuing Annual General Meeting are provided in the Notice of the Seventeenth Annual General Meeting of the Company which forms a part of the Annual Report.

Statement of declaration given by independent directors ;

The Company has received the necessary declaration from each Independent Director, in accordance with Section 149(7) of the Companies Act, 2013, that he/she met the criteria of independence as laid out in sub-section (6) of Section 149 of the Companies Act, 2013 and rules made there under and the Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

A Formal Letter setting out the terms and conditions of appointment has been issued to all the Independent Directors as per the provisions of Companies Act, 2013. As per Regulation 46(2)(b) of the SEBI (Listing Obligations and ; Disclosure Requirements) Regulations, 2015, the same has ! been hosted on the Company''s website and is available on the web link "www.jaibalajigroup.com/ directors-appoint- ; ment-reappointment-resignation.html". !

Board evaluation \

During the year under review in terms of requirement of the Companies Act, 2013 and the SEBI (Listing Obligations and I Disclosure Requirements) Regulations 2015, the formal annual evaluation was carried out for the Board''s own performance, its committees & individual directors. The Evaluation process ! focused on various aspects of the functioning of the Board and Committees such as composition of the Board and Committees, experience and competencies, performance of specific duties and obligations, governance issues etc. The manner in which evaluation was carried out is stated in the Corporate Governance Report which is annexed and forms a part of this report. ;

Familiarization programme for Independent Directors

The familiarization program was imparted to the Independent Directors by the Company to state their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company and related matters.

Pursuant to Regulation 25(7) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company should familiarize the independent directors through various programmes about the Company. During the year under review, a familiarization programme was conducted with the presence of all Independent Directors of the Company. The details of the familiarization programmes are available at the website of the Company at: "http://www .jaibalajigroup.com/ \ familiarization-programmes-imparted-to-independent-directors.html". !

MEETINGS OF THE BOARD HELD DURING THE YEAR

During the financial year 2015-16, 8 (Eight) meetings of the Board were held viz., 9th May, 2015; 5th August, 2015; 14th August, 2015; 14th November, 2015; 8th January, 2016; 12th February, 2016; 22nd March, 2016 and 30th March, 2016. The maximum time gap between two consecutive Board Meetings did not exceeds 120 days and the necessary quorum were present at all the meetings.

Further, 2 (Two) resolutions were passed by circulation on 17th April, 2015 and 2nd December, 2015 in terms of Section 175 of the Companies Act, 2013, by obtaining the consent of majority of Directors of your Company.

The number of Board meetings attended by each Director during the financial year 2015-16 has been provided in the Corporate Governance Section which forms part of the Annual Report.

BOARD COMMITTEES

As a matter of good governance and better accountability and to deal with specific areas/concerns that need a closer view, various board level committees have been constituted under formal approval of the Board. The Board periodically evaluates the performance of all the Committees as a whole. All observations, recommendations and decisions of the Committees are placed before the Board for consideration and approval.

Audit Committee

As on 31st March, 2016, the Audit Committee comprises of Shri Chandra Kant Bhartia (Non-Executive Independent Director), the Chairman of the Committee, Shri Aditya Jajodia (Promoter Executive Director), Smt. Swati Agarwal (NonExecutive Independent Director) and Shri Shailendra Kumar Tamotia (Non-Executive Independent Director). The Board has accepted all recommendations made by the Audit Committee during the year.

Other details about the Audit Committee and other Committees of the Board are provided in the Report on Corporate Governance forming part of this Annual Report.

NOMINATION AND REMUNERATION POLICY

The Company has in place a Nomination and Remuneration policy duly adopted and approved by the Board. The Nomination and Remuneration Policy of the Company includes the terms and conditions for appointment and payment of remuneration to the Directors and Key Managerial Personnel (KMP) and other senior management personnel including criteria for determining qualifications, positive attributes, independence of a director as per Schedule IV of the Companies Act, 2013. The said policy has been made available on the website of the Company "www.jaibalajigroup.com" under the web link "http://www.jaibalajigroup.com/ nomination-remuneration-policy.pdf". The same is attached as "Annexure - B" and forms integral part of this Report.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

In accordance with the requirements of Section 135 of Companies Act, 2013 and rules made there under, your Company has a Corporate Social Responsibility Committee, which comprises members, Shri Shailendra Kumar Tamotia (Independent Non-executive Director), Chairman of the Committee Shri Rajiv Jajodia (Promoter Non-executive Director) and Shri Amit Kumar Majumdar (Executive Director). The terms of reference of the Corporate Social Responsibility Committee is provided in the Corporate Governance Report. Your Company has also formulated a Corporate Social Responsibility Policy (CSR Policy) under recommendation of Corporate Social Responsibility Committee which is available under the web link "http://www.jaibalajigroup.com/corporate-social-responsibility-policy.pdf".

Further, as per the requirement of Section 135 of the Companies Act, 2013, the companies specified therein are required to spend at least two percent of the average net profits made during the three immediately preceding financial years towards CSR activities.

Your Company has incurred losses during the immediately preceding three financial years, hence, the said requirement of spending at least two percent of the average net profits made during the three immediately preceding financial years towards CSR activities was not applicable to your Company for the current financial year i.e. 2015-16.

VIGIL MECHANISM

In compliance with Section 177(9) of the Companies Act, 2013 and rules made there under read with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors has adopted a Whistle Blower Policy. The Company had implemented a vigil mechanism, whereby employees, directors and other stakeholders can report matters such as generic grievances, corruption, misconduct, fraud, misappropriation of assets and non-compliance of code of conduct of the Company. The policy safeguards the whistle blowers to report concerns or grievances and also provides a direct access to the Chairman of the Audit Committee. The said policy has also been made available on the website of the Company viz., "www.jaibalajigroup.com" under the web link "http://www.jaibalajigroup.com/whistle-blower-policy.pdf."

PREFERENTIAL ISSUE

The Board of Director of your Company, had during the financial year i.e. 2015-16 allotted 2,26,05,000 warrants convertible into equity shares on a preferential basis to companies falling under promoter group and others viz. Shri Jaikapish Steel Private Limited (62,50,000 warrants), Shri Sankatmochan Steel Private Limited (62,50,000 warrants), Mahesh Kumar Keyal (HUF) (Represented by Mahesh Kumar Keyal - Karta) (65,00,000 warrants) and Mahabali

Enterprises Private Limited (36,05,000 warrants) at an issue I price of Rs. 10/- each. Each warrant was convertible into one ; fully paid-up Equity Share of Rs. 10/- each ranking pari-passu in all respects, including as to dividend, with the existing equity shares of the Company, within a period of 18 months from the date of allotment, in one or more tranches.

Out of the above, the Company has converted 40,00,000 warrants on 30th March, 2015, 40,00,000 warrants on 18th May, 2016 and 16,50,000 warrants on 25th July, 2016 into equity shares by way of allotment of equivalent number of j equity shares of Rs. 10/- each on receipt of full consideration in respect of above warrants.

Consequent to the conversion of warrants, the paid-up equity

I share capital of your Company stands at Rs. 834,314,860 divided ; into 83,431,486 equity shares of Rs. 10/- each.

The Board of Directors of the Company at its meeting held on 14th November, 2015 has allotted 8,739,685 (Eighty seven lacs thirty nine thousand six hundred and eighty five only) ; Debentures of face value of Rs. 100/- each to Hari Management Limited, one of the Promoter Shareholder of the Company pursuant to the approval of the members at the Annual General Meeting held on 21st September, 2015 to convert the | loan received form Hari Management Limited, into Zero Coupon, unsecured, unlisted, Non-convertible Debentures.

DIRECTORS'' RESPONSIBILITY STATEMENT

In terms of the provisions of Section 134(3) and 134(5) of the Companies Act, 2013, your Directors hereby confirm that:

i) In the preparation of annual accounts for the financial year ended 31st March, 2016, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii) We have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on 31st March, 2016 and of the loss of the Company for the year ended on that date;

iii) We have 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;

iv) The annual accounts for the financial year ended 31st March, 2016, have been prepared on a going concern basis;

v) Internal financial controls to be followed by the Company were laid down and that such internal financial controls were adequate and were operating effectively;

vi) Proper systems were devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All related party transactions ("RPT") entered into during the financial year 2015-16 were on arm''s length basis and also in the ordinary course of business. There have been no materially significant Related Party Transactions entered into by the Company during the year under review.

Prior omnibus approval of the Audit Committee was obtained on a yearly basis for the transactions which were foreseen and were repetitive in nature. The transactions entered into pursuant to the omnibus approval so granted and a statement giving details of all RPTs was placed before the Audit Committee for its monitoring on quarterly basis. The Company also has in place a policy on materiality of related party transactions and on dealing with such transactions, duly approved and adopted by the Board. The same has been hosted on the Company''s website viz., "www.jaibalajigroup.com" under the weblink "www.jaibalajigroup.com/ related-party-policy_jbg.pdf".

In the view of the above, the disclosure required under the Act in form AOC-2 in terms of section 134 of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014 is not applicable for the financial year 2015-16.

RISK MANAGEMENT

Your Company is exposed to inherent uncertainties owing to the sectors in which it operates and the Company has a framework in line with risk management process of identifying, prioritizing and mitigating risks which may impact attainment of short and long term business goals of the Company. Your Company has been periodically assessing the key risks areas which may affect the business goals and periodically revisits the relevance of the identified risks and progress of the mitigation plans undertaken. The risk management framework is interwoven with strategic planning, deployment and capital project process of the Company. The process aims to analyze the internal and external environment and manage economic, financial, market, operational, compliance and sustainability risks and capitalizes opportunities for business success.

The Board of Directors of your Company has approved and adopted a Risk Management Policy of the Company. The policy contains a detailed framework of risk assessment by evaluating the probable threats taking into consideration the business line of the Company, monitoring the risks so assessed and managing them well within time so as to avoid hindrance in its growth objectives that might in any way threaten the existence of your Company. The said policy is also available on the website of the Company i.e/''www.jaibalajigroup.com" under the weblink "www.jaibalajigroup.com/risk-management-policy.pdf."

ADEQUACY OF INTERNAL FINANCIAL CONTROL

Your Company had laid down guidelines, policies, procedures and structure to enable implementation of appropriate internal financial controls across the company. These control processes enable and ensure the orderly and efficient conduct of company''s business, including safeguarding of assets, completeness of the accounting records and timely preparation & disclosure of financial statements. Review and control mechanisms are built in to ensure that such control systems are adequate and operating effectively prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and timely preparation & disclosure of financial statements. Robust and continuous internal monitoring mechanisms ensure timely identification of risks and issues. The management, Statutory and Internal Auditors undertake rigorous testing of the control environment of the Company.

The Internal Audit functions serve to provide independent and objective assurance on the adequacy and effectiveness of the organization’s risk management, control and governance processes and assesses opportunities for improvement in business processes, systems and controls and provides recommendations designed to add value to the organization and follows up on the implementation of the agreed audit recommendations. The members of the Audit Committee of your Company are well versed with the financial management. Pursuant to the provisions of Section 138 of the Act read with Rule 13 of ''The Companies (Accounts) Rules 2014'', your Company has appointed M/s. Namita Kedia and Associates as the Internal Auditor of the Company who also evaluates the functioning and quality of internal controls and reports its adequacy and effectiveness through periodic reporting.

The Internal Auditor submits detailed reports periodically to the management and the Audit Committee. The Audit Committee actively reviews the adequacy and effectiveness of the internal audit functions of your Company and monitors the implementation of the same. The Committee also calls for comments of the internal auditors about the Company''s internal controls, scope of audit as and when required which gives them an additional insight on the assessment of such controls. Such adequate internal control system helps in identification of potential operation processes.

AUDITORS AND AUDITORS'' REPORT

Statutory Auditors

At the Annual General Meeting (''AGM'') of the Company held on 21st September, 2015, M/ s. S. K. Agrawal & Co., Chartered Accountants were appointed as Statutory Auditors of your Company for a term of five years i.e. till the conclusion of 21st Annual General Meeting subject to ratification of their appointment at every Annual General Meeting. The resolution for ratification of their appointment is placed for approval of Members of the Company at the ensuing Annual General Meeting.

The report of the Statutory Auditors on standalone and Consolidated Financial Statements for the year under review forms part of the Annual Report and does not contain any qualification, reservation, adverse remark or disclaimer except for the delay in payment of statutory dues and others which was due to the financial constraints being faced by the Company. The observations made in the Auditors'' Report read with Notes to Accounts are self-explanatory and therefore, do not call for any further elucidation.

Cost Auditors

Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with Companies (Audit and Auditors) Rules, 2014, as amended from time to time and as recommended by the Audit Committee, the Board of Directors of the Company appointed M/s. Mondal & Associates, Proprietor Mr. Amiya Mondal being eligible and having sought appointment, as the Cost Auditor of your Company to conduct the audit of cost records of the Company for the financial year 2016-17 at a consolidated remuneration of Rs. 120,000/- ! (excluding applicable taxes) which shall be subject to ratification by the Members at the ensuing Annual General Meeting of your Company. The Company has received their written consent that the appointment is in accordance with the applicable provisions of the Act and rules framed there under.

Your Company has filed the Cost Audit Report for the financial year 2014-15 with the Registrar of Companies, Ministry of Corporate Affairs in the XBRL mode during the year under ! review.

Internal Auditor

Pursuant to the provisions of Section 138 of the Companies Act, 2013 read with Companies (Audit and Auditors) Rules, 2014, as amended from time to time and as recommended by the Audit Committee, your Company has appointed M/s. Namita Kedia & Associates as the Internal Auditor of ; the Company for the financial year 2016-17 to conduct the ; internal audit of the functions and activities of the Companies. The internal audit report is tabled quarterly at the meeting of the Audit Committee for review and approval.

Secretarial Auditor and Audit

Shri Sandip Kumar Kejriwal, Practicing Company Secretary conducted the secretarial audit of your Company for the financial year 2015-16, as required under Section 204 of ! the Companies Act, 2013 and rules made there under. The Secretarial Audit Report for the financial year ending 31st March, 2016 forms part of the Board''s Report as Annexure-"C". ;

The Auditors'' Report to the shareholders for the year under review does not contain any qualification, reservation, adverse remark or disclaimer. The observations made in the Secretarial Auditors'' Report are self-explanatory and therefore, do not call for any further elucidation.

EXTRACT OF ANNUAL RETURN

An Extract of the Annual Return of the Company in form MGT-9 pursuant to Section 92(3) and 134(3) (a) of the Companies Act, 2013 read with Rule 12 of Companies (Management and Administration) Rules 2014 is annexed hereto and forms part of this report as Annexure "D".

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Particulars of Loans, Guarantees and Investments as on the financial year ended 31st March, 2016 as covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statement.

Deposits

During the year under review, your Company has not accepted any deposits from the public. Further, no amount of deposit remained unpaid or unclaimed at the end of the year i.e. as on 31st March, 2016. Subsequently, no default has been made in repayment of deposits or payment of interest thereon during the year.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS OF THE COMPANY

There were no significant and material orders passed by the Regulators or Courts or Tribunals which would impact the going concern status and the future operations of the Company during the year under review.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

During the year under review, your Company has transferred a sum of Rs. 53,192/- to the Investor Education & Protection Fund (IEPF) of the Central Government, the dividend amount pertaining to the financial year 2007-08, which was due & payable and remained unclaimed and unpaid for a period of 7 (Seven) years, as provided under Section 205A and 205C of the Companies Act, 1956 read with the Investor Education and Protection Fund (Awareness and Protection of Investors) Rules, 2001.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS

The Company is committed to observe good corporate governance practices. In terms of Regulation 34 of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter "Listing Regulations"), a Report on Corporate Governance along with Compliance Certificate and Management Discussion and Analysis are annexed to this report and forms integral part of this Report.

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

The relevant information on conservation of energy, technology absorption and foreign exchange earnings and outgo as stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of Companies (Accounts) Rules, 2014 are given in Annexure "E" forming part of this Annual Report.

PARTICULARS OF EMPLOYEES AND OTHER RELATED DISCLOSURES

Disclosures pertaining to remuneration and other details as required under section 197(12) read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed to this report as Annexure "F".

Your Company does not have any employee whose particulars are required to be furnished under Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

POLICY ON PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

The Company has a zero tolerance towards sexual harassment at the workplace and has adopted a Policy on "Prevention of Sexual Harassment of Women at Workplace" and matters connected therewith or incidental thereto covering all the aspects as contained under the "The Sexual Harassment of Women at Workplace (Prohibition, Prevention and Redressal) Act, 2013".

During the year under review, the Company has not received any Complaints pertaining to Sexual Harassment.

LISTING

The equity shares of your Company continue to be listed on the National Stock Exchange of India Limited (NSE), BSE Limited (BSE) and The Calcutta Stock Exchange Limited (CSE). Both NSE and BSE have nationwide terminals which enable the shareholders / investors to trade in the shares of your Company from any part of the country without any difficulty.

ACKNOWLEDGEMENT

Your Directors take this opportunity to appreciate their suppliers, vendors, investors, financial institutions/ banks, Central Government, State Government, all regulatory and government authorities and all other business associates for their continued support and co-operation extended by them to the Company

Your Directors wish hereby to place on record their appreciation of the efficient and loyal services rendered by each and every employee, worker, staff and executive of the Company.

On behalf of the Board of Directors

Aditya Jajodia

Place: Kolkata Chairman & Managing Director

Date: 12th August, 2016 (DIN : 00045114)


Mar 31, 2014

Dear Members

The Directors are pleased to present the fifteenth Annual Report together with the Audited Accounts of your Company for the financial year ended 31st March, 2014.

The summarised Standalone and Consolidated financial performance of your Company is presented as hereunder:

FINANCIAL PERFORMANCE (Rs. in lacs)

Standalone Particulars Financial year Nine months ended 31st period ended March, 2014 31st March, 2013

Income 199,078.40 156,657.62

Less: Expenses 193,743.78 161,997.96

Finance Costs 33,636.48 17,644.70

Depreciation and Amortization Expenses 13,572.21 8,612.67

Profit/(Loss) before exceptional and extraordinary items and Tax (41,874.07) (31,597.71)

Less : Exceptional items - -

Profit/(Loss) before extraordinary items and Tax (41,874.07) (31,597.71)

Less : Extraordinary items - -

Profit/(Loss) before Tax (41,874.07) (31,597.71)

Less : Tax expense Current Tax (270.94) 147 MAT Credit Entitlement - - Deferred Tax credit (9,707.98) (10,286.40)

Profit/Loss after tax (31,895.15) (21,312.78)

Earnings per share (Nominal value per share Rs. 10/-)

Basic and Diluted (48.27) (33.42)



Consolidated Particulars Financial year Nine months ended 31st period ended March, 2014 31st March, 2013

Income 199,472.98 156,711.98

Less: Expenses 194,581.89 162,442.96

Finance Costs 14,334.24 9,184.92

Depreciation and Amortization Expenses 34,523.72 18,510.49

Profit/(Loss) before exceptional and extraordinary items and Tax (43,966.87) (33,426.39)

Less : Exceptional items - -

Profit/(Loss) before extraordinary items and Tax (43,966.87) (33,426.39)

Less : Extraordinary items - -

Profit/(Loss) before Tax (43,966.87) (33,426.39)

Less : Tax expense Current Tax (249.49) 1.47 MAT Credit Entitlement - - Deferred Tax credit (10,399.28) (11,075.69)

Profit/Loss after tax (33,318.10) (22,352.17)

Earnings per share (Nominal value per share Rs. 10/-)

Basic and Diluted (50.43) (35.04)

FINANCIAL HIGHLIGHTS

During the year 2013-14, your Company incurred loss which can be mainly attributable to raw material price inflation, rising borrowing costs and other global factors. The Loss before exceptional and extraordinary items and tax was Rs. 41,874.07 lacs as compared to loss of Rs. 31,597.71 lacs in the previous year. The net loss for the year under review (twelve months) was Rs. 31,895.15 lacs against loss after tax of Rs. 21,312.78 lacs in the previous year (nine months).

The Consolidated loss before exceptional and extraordinary items and tax was Rs. 43,966.87 lacs as compared to loss of 33,318.10 lacs in the previous year. The consolidated net loss for the year under review (twelve months) was Rs. 33,321.43 lacs against loss after tax of Rs. 22,352.17 lacs in the previous year (nine months).

DIVIDEND

In view of losses incurred and requirement of capital, considering the capital intensive nature of the industry, for working of the Company, your Directors did not recommend dividend for the financial year 2013-14.

NUMBER OF MEETINGS OF THE BOARD

During the financial year 2013-14, 9 (Nine) meetings of the Board of Directors of your Company were held viz. 22nd April, 2013, 15th May, 2013, 4th July, 2013, 5th August, 2013, 12th August, 2013, 12th September, 2013, 14th November, 2013, 24th December, 2013 and 12th February, 2014.

Further, a Circular Resolution was passed on 20th September, 2013, by obtaining the assent of all the Directors of your Company, in terms of Section 289 of the Companies Act, 1956.

The maximum time gap between two consecutive Board Meetings did not exceed four months in compliance with clause 49(I)(C) of the Listing Agreement with the Stock Exchanges.

PREFERENTIAL ISSUE

During the year under reporting, your Company has issued and allotted 1,00,00,000 warrants on 4th July, 2013, on private placement basis to two promoter group companies viz. M/s. Hari Management Limited (81,00,000 warrants) and M/ s. Enfield Suppliers Limited (19,00,000 warrants) at a issue price of Rs. 50/- each. Warrant was convertible into one fully paid-up equity share each ranking pari-passu in all respects, including as to dividend, with the existing equity shares of the Company, within a period of 18 months from the date of allotment, in one or more tranches, at a conversion price of Rs. 50/- per equity share (including premium of Rs. 40/- per share) which is a price greater than the price determined as per Regulation 76 of Chapter VII of SEBI (ICDR) Regulations, 2009.

Subsequently, the Board of Directors of your Company at its meeting held on 5th August, 2013, has fully and partly converted the said warrants, by way of allotment of 34,95,000 equity shares at a conversion price of Rs. 50/- per equity share (including a premium of Rs. 40/- per share), being 19,00,000 equity shares to M/ s. Enfield Suppliers Limited and 15,95,000 equity shares to M/ s. Hari Management Limited, pursuant to the application letter received from the respective allottees.

Further, the Board of Directors of your Company at its meeting held on 29th May, 2014, has fully converted the remaining 65,05,000 warrants by way of allotment of 65,05,000 equity shares at a conversion price of Rs. 50/- per equity share (including a premium of Rs. 40/- per share) to M/ s. Hari Management Limited, pursuant to the application letter received from the allottee.

Consequent to the full conversion of warrants, the paid-up equity share capital of your Company stands at Rs. 73,78,14,860 divided into 7,37,81,486 equity shares of Rs. 10/- each.

EXPANSION & PROJECTS

The Company continues its journey to serve its customers in a more efficient, cost-effective, reliable and environment- friendly manner, while bolstering its market position in the industry.

The Company had expanded a 350000 MTPA Coke Oven Plant along with Waste Heat Recovery Boiler of 80 TPH. The said coke oven is presently running satisfactorily.

The Dumri Coal Block allotted to the subsidiary company M/s. Nilachal Iron & Power Limited, has received Environmental clearance and Forest Go Certificate. Forest clearance stage one has been received and stage two is under process, Net Present Value letter has also been received from the authorities.

Your Company''s products meet stringent quality parameters which is gaining market share comprising of private, institutional, non-institutional and government body buyers. This achievement highlights the technical and project execution skills of the management of your Company to successfully execute large projects within record time.

SUBSIDIARIES

As on the date of reporting, your Company has three wholly owned subsidiaries namely M/ s. Nilachal Iron & Power Limited, M/ s. Jai Balaji Steels (Purulia) Limited & M/ s. Jai Balaji Energy (Purulia) Limited.

* Nilachal Iron & Power Limited

A Wholly Owned Subsidiary of your Company since 26th October, 2007, having its manufacturing plant located at Kandra near Jamshedpur, Jharkhand. Currently, it manufactures sponge iron, and work on increasing its capacity by 60,000 tonnes per annum has been initiated. The Company has been allotted the Dumri Coal Block for captive mining from the Government of India, about 300 kms from the plant. During the year under review, the Company has achieved total revenue of Rs. 394.39 lacs as against Rs. 2,400.29 lacs in the previous year. The Profit/Loss before Interest, Depreciation and tax (PBIDT) for the year amounted to Rs. 443.597 lacs as against Rs. 701.56 lacs for the previous year. The Net Loss for the year 2013-14 stood at Rs. 1,423.02 lacs as against loss after tax of Rs. 1,677.72 lacs in the previous year.

* Jai Balaji Steels (Purulia) Limited

A Wholly Owned Subsidiary of your Company since 1st November, 2010. It did not commence commercial production as on the date of reporting.

* Jai Balaji Energy (Purulia) Limited

A Wholly Owned Subsidiary of your Company since 1st November, 2010. It did not commence commercial production as on the date of reporting.

The Audited Balance Sheet and Statement of Profit & Loss together with the respective Reports of the Board of Directors'' and the Auditors'' thereon of the said subsidiaries, wherever applicable, for the financial year ended 31st March, 2014 are attached in terms of Section 212 of the Companies Act, 1956.

A statement relating to amount of profit/(loss) of subsidiaries, dealt with and not dealt with in the Companies account, as per Section 212 of the Companies Act, 1956 is also provided in this report.

JOINT VENTURES

Your Company continues to have two joint venture companies namely, M/s. Andal East Coal Company Private Limited and M/s. Rohne Coal Company Private Limited.

* Andal East Coal Company Private Limited

A Joint Venture Company ''M/ s. Andal East Coal Company Private Limited'' was formed in 2009-10 with the Registrar of Companies, West Bengal, in which your Company along with M/ s. Bhushan Steel Limited and M/s Rashmi Cement Limited are venture partners. The said Joint Venture Company was formed in terms of allocation of Andal Non-Coking Coal Block in the State of West Bengal by Ministry of Coal, Government of India. Your Company has 32.79% stake in the coal block.

* Rohne Coal Company Private Limited

A Joint Venture Company ''M/ s. Rohne Coal Company Private Limited'' was formed in 2008-09 with the Registrar of Companies, NCT of Delhi & Haryana, in which your Company along with M/ s JSW Steel Limited & M/ s Bhushan Power & Steel Limited are venture partners. The said Joint Venture Company was formed in terms of allocation of Rohne-Coking Coal Block in the State of Jharkhand by Ministry of Coal, Government of India. Your Company has 6.90% stake in the coal block.

Both the Joint Venture Companies are in the process of setting up coal mining facilities at their respective coal blocks.

LISTING

The equity shares of your Company continue to be listed on the National Stock Exchange of India Limited (NSE), BSE Limited (BSE) and The Calcutta Stock Exchange Limited (CSE). Both NSE and BSE have nationwide terminals which enable the shareholders / investors to trade in the shares of your Company from any part of the country without any difficulty.

Further, during the year under reporting, your Company had applied for listing and trading approvals to the Stock Exchanges where shares of the Company are listed in respect of 34,95,000 equity shares of Rs. 10/- each allotted to the two promoter group companies viz. M/ s. Hari Management Limited (81,00,000 warrants) and M/ s. Enfield Suppliers Limited (19,00,000 warrants) upon conversion of 34,95,000 warrants.

Subsequently, final listing and trading approvals was granted to your Company by the Stock Exchanges, in respect of the aforesaid equity shares post which the listed equity capital of your Company stood at Rs. 67,27,64,860 divided into 6,72,76,486 equity shares of Rs. 10/- each.

Further, post the allocation of 65,05,000 equity shares to M/ s. Hari Management Limited upon conversion of the remaining 65,05,000 convertible warrants, your Company had applied for listing and trading approval to the Stock Exchanges in respect of the aforesaid equity shares. The listing approval in respect of the said equity shares has been granted to your Company by the Stock Exchanges post which the listed equity capital of your Company stands at Rs. 73,78,14,860 divided into 7,37,81,486 equity shares of Rs. 10/- each.

Your Company has paid the annual listing fees for the year 2014 - 15 to the abovementioned Stock Exchanges.

DEMATERIALISED SHARES

The dematerialised shares of your Company are maintained by National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL).

During the year under reporting, your Company has received confirmation of dematerialisation and admission in NSDL and CDSL of 34,95,000 equity shares of Rs. 10/- each allotted to the two promoter group companies viz. M/ s. Hari Management Limited (81,00,000 warrants) and M/s. Enfield Suppliers Limited (1,900,000 warrants) upon conversion of 3,495,000 warrants as well as 65,05,000 equity shares of Rs. 10/- each allotted to M/s. Hari Management Limited upon conversion of the remaining 65,05,000 warrants.

Also, your Company has paid the annual custodial fees for the financial year 2014-15 to NSDL and CDSL.

PROSPECTS

The speed and degree of changes in the global economy and the increasingly complex interplay of factors influencing a more globally integrated steel business make horizon watching essential. In 2013 world steel demand grew higher than previous forecasts due to a stronger than expected performance in the developed world in the second half of the year. At the end of 2013, global industrial production indicators showed a definite upswing in sentiment, with 3% month on month growth which is further expected to grow in 2014 with a forecasted growth of about 4% as compared to 1.9% in 2013. Overall, the global economic outlook was positive with industrial production forecast to grow by 4% in 2014. Global steel demand increased by an estimated 3.2 % in 2013 as compared to 2012, largely due to increased infrastructure and construction activity. However, growth in emerging markets slowed down in 2013 due to weak demand especially in developed countries and tighter financial conditions.

India has become the second best in terms of growth amongst the top ten steel producing countries in the world and a net exporter of steel during 2013-14. The Indian steel sector contributes nearly 2% of the GDP (Gross Domestic Product) and employs over 5 lacs people. In 2013, India remained the 4th largest steel producing country in the world since 2010, behind China, Japan and the US and is expected to become the 2nd largest producer of crude steel in the world by 2015.

Steel is crucial to the development of any modern economy and is considered to be the backbone of human civilization. The level of per capita consumption of steel is treated as an important index of the level of socio-economic development and living standards of the people of any country and thus is a major contributor to the overall economic development of every nation. India is bestowed with large resources of iron ore which occur in different geological formations. India is the world''s largest producer of sponge iron. Trend indicate that blast furnace route of iron making capacity would continue to dominate the iron production scenario in India. India is almost self sufficient in iron ore and to meet the future projected targets the existing raw-materials are to be utilized efficiently.

The Indian economy''s outlook for 2013- 14 can be viewed as cautiously optimistic. The growth rate of the economy improved from 4.4 per cent in quarter 1 in the fiscal year 2013-14 to 4.8 per cent in Quarter 2. Compared to Quarter 1, Quarter 2 has evidenced a robust pick-up in the growth of the agricultural sector and a gradual recovery in the industrial sector. In India, steel demand is expected to grow by 3.3 per cent to 76.2 million tonnes in 2014, following a 1.8 per cent growth in 2013 as per the short-range outlook for 2014 and 2015 of the world steel association.

Despite the challenging environment in which the steel industry operates, there are a number of factors that are leading to improved conditions for steel companies. The optimistic employment scenario and rising income levels and continuity of the developmental projects around the world would strengthen economy growth and your Company believes in focussing on its long term growth strategies in order to secure its long-term competitive position in the industry.

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

The relevant information pursuant to Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosures of Particulars in the Report of Board of Directors) Rules, 1988, pertaining to conservation of energy, technology absorption and foreign exchange earnings and outgo are given in the Annexure forming part of this Annual report.

INSTALLED CAPACITY AND ACTUAL PRODUCTION

Your Company has an integrated steel plant and manufactures different products in Steel sector. Your Company''s cumulative product wise installed capacity and actual production comprise of the following:

Product Annual Installed Actual Production (M.T)# Capacity (M.T) 2013-14 2012-13 2013-14 2012-13 (Nine Months)

Sponge Iron 345,000 345,000 197,211 136,418

Pig Iron 509,250 509,250 273,166 208,010

Steel Bars/Rods 260,000 260,000 66,037 60,518

Billet/MS Ingot 906,230 906,230 280,162 262,920

Ferro Alloys 106,618 106,618 16,807 29,305

Ductile Iron Pipe 240,000 240,000 58,772 41,449

Power 101.10 101.10 239.37 217.48 (MW) (MW) (MU) (MU)

Sinter 608,000 608,000 484,459 382,223

Coke 350,000 350,000 207,935 100,056

# includes production for third party conversion Ferro Alloy 150 M.T (1,499 M.T) and Lam Coke 15,527 (0 M.T) respectively.

DIRECTORS'' RESPONSIBILITY STATEMENT

In terms of the provisions of Section 217(2AA) of the Companies Act, 1956, your Directors hereby confirm that:

i) In the preparation of annual accounts for the financial year ended 31st March, 2014, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii) They have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company as on 31st March, 2014 and of the loss of the Company for the year ended on that date;

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

iv) The annual accounts for the financial year ended 31st March, 2014, have been prepared on a going concern basis.

INFORMATION PURSUANT TO SEC 217 OF THE COMPANIES ACT, 1956

The Company does not have any employee whose particulars are required to be furnished under Section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975, as amended from time to time.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS

Your Company has always strived to maintain highest ethical standards and practice sound Corporate Governance. The Board of Directors of your Company strive to take necessary actions to optimize value for various stakeholders and meet their expectations.

Your Company is in compliance with clause 49 of the Listing Agreement with the Stock Exchanges. A Separate Section on Corporate Governance and a certificate from the Auditors of your Company regarding compliance with the requirements of Corporate Governance as stipulated under the said clause, and Management Discussion and Analysis are annexed to this report.

CONSOLIDATED FINANCIAL STATEMENTS

In terms of Clause 32 of the Listing Agreement with the Stock Exchanges, the duly audited Consolidated Financial Statements, conforming to Accounting Standard 21 and 27 issued by the Institute of Chartered Accountants of India, are attached as a part of the Annual Report.

However, while consolidating the accounts of your Company with its Subsidiaries and Joint Ventures, the principle of proportionate consolidation of assets and liabilities to the extent of Company''s Interest in one of the Joint Venture Company viz. Andal East Coal Company Private Limited in which your Company is holding 32.79% equity shares has not been followed as per Accounting Standard 27. Sufficient disclosure in this regard has been made in the Financial Statements which forms part of this Annual Report.

AUDITORS

M/s. S. K. Agrawal & Co., Chartered Accountants, who were appointed as Auditors of your Company in the last Annual General Meeting held on 12th September, 2013 retire at the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for re- appointment. Your Company has received a confirmation from M/s. S. K. Agrawal & Co., Chartered Accountants that their re-appointment, if made, will be within the criteria provided in Section 141 and 139 of the Companies, Act 2013. The Audit Committee and the Board of Directors of your Company recommend the re-appointment of M/s. S. K. Agrawal & Co., Chartered Accountants, as the Auditors of your Company. Therefore, members are requested to consider the re-appointment of M/s. S. K. Agrawal & Co., Chartered Accountants, as Auditors of your Company to hold office from the conclusion of the ensuing AGM until the conclusion of the next AGM based on remuneration as may be fixed subsequently by the Board of Directors.

AUDITORS'' REPORT

The observations made in the Auditors'' Report read with Notes to Accounts are self-explanatory and therefore, do not call for any further elucidation.

COST AUDITORS

The Board of Directors of your Company has appointed M/ s. Mondal & Associates, Proprietor Mr. Amiya Mondal as the Cost Auditor of your Company in accordance with the provisions of Sections 139, 141 and 148 of the Companies Act, 2013 (corresponding to Sections 224 (1B) and 233B of the Companies Act, 1956) read with the Companies (cost records and audit) Rules, 2014 and any other relevant provisions, rules, circulars issued by the Ministry of Corporate Affairs, to carry out audit of cost records of the Company for the financial year 2014-15 at a consolidated remuneration of Rs. 1,20,000/- (excluding applicable taxes) which shall be subject to ratification by the Members at the ensuing Annual General Meeting of your Company.

COST AUDIT REPORT

The Company has filed the Cost Audit Report for the financial year 2012-13 with the Registrar of Companies, Ministry of Corporate Affairs in the prescribed form.

SECRETARIAL AUDIT

In compliance with the provisions of Section 204 of the Companies Act, 2013, the Board of Directors of your Company, at its meeting held on 29th May, 2013, has appointed Shri Sandip Kumar Kejriwal, Practising Company Secretary, as the Secretarial Auditor of your Company to conduct the Secretarial Audit.

DEPOSITS

During the year under review, your Company has not accepted any deposits from the public.

DIRECTORS

In accordance with the provisions of Section 152 of the Companies Act, 2013 (corresponding to Sections 255 & 256 of the Companies Act, 1956) and the Company''s Articles of Association, Shri Shyam Bahadur Singh (holding DIN - 01982407) retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

During the year under review, Shri Gourav Jajodia (holding DIN - 00028560) resigned from the directorship of your Company w.e.f. 5th August, 2013. Subsequently, he was appointed as an Additional Director of your Company w.e.f. 20th September, 2013 in terms of Section 260 of the Companies Act, 1956 [corresponding to Section 161(1) of the Companies Act, 2013]. He shall hold office upto the date of the ensuing Annual General Meeting. Your Company has received a notice in writing from a Member under Section 160 of the Companies Act, 2013 (corresponding to Section 257 of the Companies Act, 1956) proposing the candidature of Shri Gourav Jajodia for the office of Director of your Company. In view of his vide experience and qualifications, your Directors recommend his appointment as a Director (Category - Non-Executive Promoter Director) of your Company liable to retire by rotation.

The Board of Directors of your Company at its meeting held on 12th August, 2014, based on the recommendation of the Nomination and Remuneration Committee, appointed Shri Chandra Kant Bhartia (holding DIN - 00192694), as an Additional Director (Category - Independent Director) of the Company with effect from the said date, in terms of Section 161(1) of the Companies Act, 2013 to hold office upto the date of this Annual General Meeting and further recommended his appointment as an Independent Director of the Company, not liable to retire by rotation, to hold office from the date of this Annual General Meeting till 31st March, 2019, in terms of the provisions of Sections 149, 152 and all other applicable provisions, if any, of the Companies Act, 2013, and the rules made therein in read with Schedule IV to the Companies Act, 2013 and the Listing Agreement with the Stock Exchanges. Further, your Company has received a notice in writing from a Member under Section 160 of the Companies Act 2013 (corresponding to Section 257 of the Companies Act, 1956) proposing the candidature of Shri Chandra Kant Bhartia for the office of Director.

In view of his vide experience and qualifications, your Directors recommend the appointment of Shri Chandra Kant Bhartia as Director of your Company not liable to retire by rotation, to hold office from the date of this Annual General Meeting till 31st March, 2019.

Your Company has received a declaration from Shri Chandra Kant Bhartia, that he meets the criteria of independence as provided under Section 149(7) of the Companies Act, 2013 read with SEBI Circular No. CIR/CFD/POLICY CELL/2/2014 dated 17th April, 2014 on Amendments to Clause 49 of the Equity Listing Agreement.

In the opinion of the Board, Shri Chandra Kant Bhartia fulfils the conditions specified in the Companies Act, 2013 and rules made there under for his appointment as an Independent Director of the Company.

Pursuant to the provisions of Sections 149, 152 and all other applicable provisions of the Companies Act, 2013 and the rules made therein read with Schedule IV to the Companies Act, 2013, Shri Amit Kumar Majumdar (holding DIN - 00194123) and Shri Shailendra Kumar Tamotia (holding DIN - 01419527), whose period of office was liable to determination of retirement of Directors by rotation and in respect of whom the Company has received notices in writing from Members in terms of Section 160 of the Companies Act, 2013 (corresponding to Section 257 of the Companies Act, 1956), shall be appointed as Independent Directors of the Company not liable to retire by rotation, to hold office from the date of this Annual General Meeting till 31st March, 2019.

Your Company has received a declaration from Shri Amit Kumar Majumdar and Shri Shailendra Kumar Tamotia, that they meet the criteria of independence as provided under Section 149(7) of the Companies Act, 2013 read with Clause 49 of the Listing Agreement amended vide SEBI Circular No. CIR/CFD/POLICY CELL/2/2014 dated 17th April, 2014.

In the opinion of the Board, Shri Amit Kumar Majumdar and Shri Shailendra Kumar Tamotia fulfils the conditions specified in the Companies Act, 2013 and rules made there under for their appointment as Independent Directors of the Company.

Further, your Directors have appointed Shri Manas Kumar Nag (holding DIN - 02058292) as a Nominee Director (Nominee of State Bank of India) w.e.f 12th September, 2013, in order to broad base the expertise of the Board of Directors of your Company.

Shri Krishnava S. Dutt, Shri Ashim Kumar Mukherjee and Shri Satish Chander Gupta have resigned from the directorship of your Company with effect from 14th May, 2013, 13th December, 2013 and 12th February, 2014, respectively. The Board wishes to place on record its sincere appreciation for the sterling contribution rendered by Shri Krishnava S. Dutt, Shri Ashim Kumar Mukherjee and Shri Satish Chander Gupta towards the growth and development of your Company through their wealth of knowledge and experience during their tenure.

All the Directors have filed form MBP-1 with your Company as required under the Companies (Meetings of Board and its Powers) Rules, 2014.

A brief resume of the Directors seeking appointment/ re-appointment at the ensuing Annual General Meeting is incorporated in the Notice calling the said meeting.

KEY MANAGERIAL PERSONNEL (KMP)

Pursuant to the provisions of Section 203 of the Companies Act, 2013 read with Rule 8 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company is required to have the following Whole-time Key Managerial Personnel (KMP) and determine their terms and conditions including remuneration -

a) Managing Director, Chief Executive Officer or Manager or in their absence, a Whole-time director

b) Company Secretary

c) Chief Financial Officer

The Board of Directors of your Company has appointed Shri Aditya Jajodia, Chairman & Managing Director, Shri Ajay Kumar Tantia, Company Secretary as per the requirements of the Companies Act, 1956 & Shri Sanjiv Jajodia, Chief Financial Officer as per the requirements of the Listing Agreement with the Stock Exchanges. However, the aforesaid persons are required to be designated as Key Managerial

Personnel (KMP) in compliance with the relevant provisions of the Companies Act, 2013. Therefore, in order to ensure compliance with the said provisions of the Companies Act, 2013, the Board of Directors of your Company, at its meeting held on 29th May, 2014, has designated the aforesaid persons as KMP w.e.f. the said date.

NOMINATION & REMUNERATION POLICY

The Board of Directors of your Company, at its meeting held on 29th May, 2014, has approved the Nomination & Remuneration Policy on appointment and remuneration of Directors, Key Managerial Personnel and other employees based on the recommendations of the Nomination & Remuneration Committee. The said policy sets out the criteria for determining the qualifications, positive attributes, independence of a director as per Schedule IV of the Companies Act, 2013 as required under Section 178(3) of the said Act.

VIGIL MECHANISM UNDER THE WHISTLEBLOWER POLICY

In compliance with Section 177(9) of the Companies Act, 2013 and rules made there under read with SEBI Circular No CIR/CFD/POLICY CELL/2/2014 dated 17th April, 2014 on Amendments to Clause 49 of the Equity Listing Agreement (effective from 1st October, 2014), the Board of Directors at their meeting held on 29th May, 2014, has adopted a Whistle Blower Policy for Directors and Employees to report their genuine concerns or grievances against any wrong doing in your Company as well as provide them adequate safeguards against victimisation. The employees and directors shall report to the Audit Committee/Chairman of Audit Committee instances of unethical behaviour, actual or suspected, fraud or violation of the Company''s code of conduct or ethics policy including:

a) Manipulation of the data/records of the Company

b) Misuse of company''s properties, assets and resources

c) Abuse of authority

d) Leaking confidential information of the Company

e) Violation of the Company''s code of conduct or any rules/ regulations/laws

f) Forgery/fraud/corruption/bribery

g) Physical/emotional violence

h) Any other matter that might cause financial/non-financial loss to the director/employee of the Company or might impact their goodwill

The said policy has also been made available on the website of the Company viz., www.jaibalajigroup.com

INTERNAL CONTROL AND AUDIT

Internal Control is a part of the day to day management and administration of your Company and is designed to ensure that the significant financial, managerial and operating information that is relevant, accurate and reliable is provided on time. The Internal Audit functions serve to provide independent and objective assurance on the adequacy and effectiveness of the organisation''s risk management, control and governance processes. The Internal Audit functions also assesses opportunities for improvement in business processes, systems and controls and provides recommendations designed to add value to the organisation and follows up on the implementation of the agreed audit recommendations. Your Company has various oversight Committees with their defined roles and responsibilities to ensure appropriate internal control checks and maintain balance. The Audit Committee of your Company comprises of eminent professionals who are well versed with the financial management. The Audit Committee actively reviews the adequacy and effectiveness of the internal audit functions of your Company and monitors the implementation of the same.

RISK MANAGEMENT

The Board of Directors of your Company at its meeting held on 29th May, 2014, has approved the Risk Management Policy of the Company. Risk Management is an integral part of your Company''s business and your Company takes the endeavour to develop appropriate risks mitigation measures so as to address the threats posed by the business environment which affects or might affect its growth.

Your Company is committed to managing risks in an effective & proactive manner since it recognizes risks as an integral and unavoidable component of business. It adopts systematic approach to mitigate risks associated with accomplishment of objectives, operations, revenues and regulations. Your Company believes that this would ensure mitigating steps proactively and help to achieve its objectives. Some of the risks and steps taken by the management to mitigate them have been highlighted in the Risk Management policy of your Company.

HUMAN RESOURCE MANAGEMENT

The Company is dedicated to have an optimum level of human resource and believes in the concept of right talent at the right job since it considers human capital to be the most valuable asset of your Company. We nurture our human resource and provide them a growth oriented and challenging work environment thereby achieving our organisational goals. Your Company acknowledges the tremendous contribution of all its employees towards its growth in leading, thinking, working, motivating etc. Human Resources development practices in your company are guided by the principles of consistency and fairness in order to ensure a productive and innovative work place.

The management continuously urges for building harmonious relations and strengthening the human resource system by making available better tools, technology and techniques at the workplace to maximise the skills of the workforce, thus enhancing a competitively superior position in terms of human capital.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Your Company views Corporate Social Responsibility (CSR) as a management strategy to integrate social and environmental concerns in its business operations and interactions with its stakeholders. Your Company strives to achieve a balance between economic, environmental and social imperatives, thus improving the quality of life of the workforce and their families as well as of the local community and society at large and simultaneously contributing to economic development.

Pursuant to Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, a CSR Committee of your Company has been constituted on 29th May, 2014.

The Board of Directors of your Company at its meeting held on 29th May, 2014, has approved the CSR policy based on the recommendations of the CSR Committee.

As per the requirement of Section 135 of the Companies Act, 2013, the companies specified therein are required to spend at least two percent of the average net profits made during the three immediately preceding financial years towards CSR activities.

Your Company has incurred losses during the immediately preceding three financial years, hence, the said requirement of spending at least two percent of the average net profits made during the three immediately preceding financial years towards CSR activities is not applicable to your Company for the current financial year i.e. 2014-15. However, as a good practice and for better governance, your Company continues to strive towards spending for CSR the way it has been doing in the past years.

As a part of its policy, your Company undertakes a range of activities to improve the living conditions of people in the neighbourhood of all its plants. These activities include environment protection, healthcare, education, rural development etc. Some of the CSR activities undertaken by your Company during the year are as under:

Environment

* Plantation of trees in and around the manufacturing plants and in the adjoining villages

* Pest Control incentives in nearby villages

Healthcare

* Free medical treatment of employees

* Rural development

* Refilling the empty well at nearby villages in the summer season etc.

Social

* Setting up of flood lights

* Arrangement of pandals and lunch for mass marriage ceremony

* Contribution to the villagers for offering puja

* Providing financial assistance for organisation of sports and cultural programmes

* Book Distribution among the poor students

Corporate Social Responsibility and Sustainable Development will continue to remain one of the leading priorities of your Company through which it shall consistently strive to touch lives and make a difference.

Acknowledgement

Your Directors take this opportunity to place on record their sincere gratitude to its customers, dealers, suppliers, investors, members, financial institutions/ banks, Central Government, State Government, all regulatory and government authorities and all other business associates for their continued support and co-operation extended by them to the Company.

Your Directors express deep appreciation for the excellent contribution of its employees, workers, staff and executives of the Company by means of their sincere and dedicated hard work during the year under review which has been instrumental to the growth of your Company.

On behalf of the Board of Directors

Aditya Jajodia Place: Kolkata Chairman & Managing Director Date : 12th August, 2014 (DIN: 00045114)


Mar 31, 2013

Dear Members

The Directors are pleased to present the fourteenth Annual Report of your Company along with the audited accounts for the nine months financial year ended 31st March, 2013.

FINANCIAL PERFORMANCE

(Rs.in lacs)

Particulars Nine months Fifteen months period ended period ended March 31st, 2013 June 30th, 2012

Income 156,657.62 295,901.21

Less: Expenses 161,997.96 288,909.67

Finance Costs 17,644.70 31,999.68

Depreciation and amortization expenses 8,612.67 13,875.94

Profit / (Loss) before exceptional and extraordinary items and Tax (31,597.71) (38,884.08)

Less : Exceptional items

Profit / (Loss) before extraordinary items and Tax (31,597.71) (38,884.08)

Less : Extraordinary items

Profit / (Loss) before Tax (31,597.71) (38,884.08)

Less : Tax expense

Current Tax 1.47

MAT Credit Entitlement

Deferred Tax Credit 10,286.40 11,278.46

Profit/(Loss) after tax (21,312.78) (27,605.62)

Earnings per share (Nominal value per share Rs. 10/-) (33.42) (43.28) Basic and Diluted

FINANCIAL HIGHLIGHTS

During the year 2012-13, your company incurred loss which can be mainly attributable to raw material price inflation, rising borrowing costs and other global factors. The Loss before exceptional and extraordinary items and tax was Rs. 31,597.71 lacs as compared to loss of Rs. 38,884.08 lacs in the previous year. The net loss for the year under review (nine months) was Rs. 21,312.78 lacs againt loss after tax of Rs. 27,605.62 lacs in the previous year (fifteen months).

FINANCIAL YEAR

The previous financial year, 2011-12 was extended by three months thereby ending on 30th June, 2013. The Financial Year under reporting ended on 31st March, 2013, being a period of nine months, commencing on 1st July, 2012 ending on 31st March, 2013. Henceforth, the financial year of the Company shall commence on 1st April and end on 31st March every year, if not otherwise decided by the Board in any particular financial year.

DIVIDEND

In view of losses incurred and requirement of capital, considering the capital intensive nature of the industry, for the working of the Company, your Directors did not recommended dividend for the financial year 2012-13.

PREFERENTIAL ISSUE

During the year under reporting, no GDRs/ADRs/Warrants or any Convertible Instruments were issued.

However, the Company has issued and allotted on 4th July, 2013, 10,000,000 warrants to promoter group companies namely M/s. Enfield Suppliers Limited (1,900,000 warrants) and M/s. Hari Management Limited (8,100,000 warrants) on a private placement basis at an issue price of Rs. 50/- each.

Each warrant is convertible into one equity share within a period of 18 months from the date of allotment, in one or more tranches, at a conversion price of Rs. 50/- per equity share (including a premium of Rs. 40/- per share), which is a price greater than the price determined as per Regulation 76 of Chapter VII of SEBI (ICDR) Regulations, 2009.

The Board at its meeting held on 5th August, 2013, has fully and partly converted the said warrants, by way of allotment of 3,495,000 equity shares, being 1,900,000 equity shares to M/s. Enfield Suppliers Limited and 1,595,000 equity shares to M/s. Hari Management Limited, pursuant to their respective application for conversion of warrants. After the said conversion, the equity share capital of your company stands at Rs. 67,264,860/- divided into 6,726,486 equity shares of Rs. 10/- each.

After the full conversion of remaining warrants, if exercised, the equity capital of the Company will increase to Rs. 737,814,860/-. The shares so issued shall rank pari-passu in all respects, including as to dividend, with the existing shares of the Company.

EXPANSION & PROJECTS

Your Company continues its journey to deliver value for customers and to all the stakeholders of the Company by improving its performance in safety, quality, productivity, environment and people development through knowledge transmission.

During the year under reporting, your company''s project for expansion of 350000 MTPA Coke Oven Plant along with Waste Heat Recovery Boiler of 80 TPH completed and capitalised. The said coke oven plant is presently running satisfactorily.

The DRI Plant of 60000 MT & coal washery in subsidiary company M/s Nilachal Iron & Power Limited started its commercial production during the year under review. The Dumri Coal Block has also received Environmental clearance and Forest Go Certificate. Forest clearance stage one has been received and stage two is under process.

The Company''s products meet stringent quality parameters and which is gaining market share comprising of private, institutional, non-institutional and government body buyers. This achievement highlights the technical and project execution skills of the management of your Company to successfully execute large projects within record time.

CORPORATE DEBT RESTRUCTURING

Your Company''s Corporate Debt Restructuring scheme, which was approved vide letter of approval dated 20th September, 2012 from CDR Empowered Group/CDR Cell, has been implemented during the year.

SUBSIDIARIES

Your Company continues to have three wholly owned subsidiaries namely, M/s. Nilachal Iron & Power Limited, M/s. Jai Balaji Steels (Purulia) Limited & M/s. Jai Balaji Energy (Purulia) Limited.

¦ Nilachal Iron & Power Limited

A wholly owned subsidiary of your Company since 26.10.2007, having its manufacturing plant located in Kandra near Jamshedpur, Jharkhand. Currently, it manufactures sponge iron, and work on increasing its capacity by 60,000 tonnes per annum has been initiated. The company has been allotted the Dumri Coal Block for captive mining from the Government of India, about 300 kms from the plant.

¦ Jai Balaji Steels (Purulia) Limited

Wholly owned subsidiary of the Company. It did not commence commercial production as on the date of reporting.

¦ Jai Balaji Energy (Purulia) Limited

Wholly owned subsidiary of the Company. It did not commence commercial production as on the date of reporting.

The Audited Balance Sheet and Statement of Profit & Loss Account along with the respective Reports of the Board of Directors'' and the Auditors'' Report thereon of the said subsidiaries, wherever applicable, for the financial year ended 31st March, 2013 are attached in terms of Section 212 of the Companies Act, 1956.

A statement relating to amount of profit/(loss) of subsidiaries, dealt with and not dealt with in the Companies account, as per Section 212 of the Companies Act, 1956 is also provided in this report.

JOINT VENTURES

Your Company continues to have two Joint Venture Companies namely, M/s. Andal East Coal Company Private Limited and M/s. Rohne Coal Company Private Limited.

¦ Andal East Coal Company Private Limited

A Joint Venture Company

''M/s Andal East Coal Company Private Limited'' was formed in 2009-10 with the Registrar of Companies, West Bengal, in which the Company along with M/s Bhushan Steel Limited and M/s Rashmi Cement Limited are venture partners. The said Joint Venture Company was formed in terms of allocation of Andal Non- Coking Coal Block in the State of West Bengal by Ministry of Coal, Government of India.

¦ Rohne Coal Company Private Limited

A Joint Venture Company ''M/s. Rohne Coal Company Private Limited'' was formed in 2008-09 with the Registrar of Companies, NCT of Delhi & Haryana, in which the company along with M/s. JSW Steel Limited & M/s. Bhushan Power & Steel Limited are venture partners. The said Joint Venture Company was formed in terms of allocation of Rohne-Coking Coal Block in the State of Jharkhand by Ministry of Coal, Government of India.

Both the Joint Venture Companies are in the process of setting up coal mining facilities at respective coal blocks.

LISTING

The equity shares continue to be listed on the National Stock Exchange of India Limited (NSE), BSE Limited (BSE) and The Calcutta Stock Exchange Limited (CSE). Both NSE and BSE have nationwide terminals which enable the shareholders / investors to trade in the shares of the Company from any part of the country without any difficulty. The Company has paid annual listing

fees for the year 2013 – 2014 to the National Stock Exchange of India Limited (NSE), BSE Limited (BSE) and The Calcutta Stock Exchange Limited (CSE).

DEMATERIALISED SHARES

The dematerialised shares of the Company are maintained by National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). The company has paid the annual fees for the year 2013-2014 to the NSDL and CDSL.

PROSPECTS

The global economy appears to be transitioning toward a period of more stable but slower growth. The economic conditions improved modestly in the third and fourth quarter of 2012, however, a broad set of indicators for global industrial production and trade suggests that global growth did not strengthen further. A sharp pullback in demand of steel in the third quarter has pushed up steel consumption in the fourth quarter.

Steel industry is vital for overall economic development of every nation as it is one of the core sectors. Despite all the headwinds and lingering difficulties steel industry has delivered robust growth rate. However their projects after hitting several road blockades are yet to generate output. The steel sector contributes to nearly 2 percent in the GDP and employs over 5 lakh people. Indian Steel industry is poised for greater growth catapulating India to the league of highest steel consuming nations of the world in the next decade.

The Indian economy''s outlook for 2013- 14 can be viewed as cautiously optimistic. Backed by policy actions announced in the recent budget, it is

projected that India would return to the robust growth path of 7-8% over the next two to three years. Though the Steel demand was low in 2012-13 due to continuing economic crisis, however, spurt in demand is expected in 2014- 15. Domestic steel demand is expected to be muted in 2013-14 and profit margins in financial year 2013-14 to remain broadly similar to the financial year 2013-14. This is mainly due to persistent high cost of steel production.

Your company reasonably believes that the turbulent conditions during the year under review, which did not allow the potential of the operations to be fully realized, will not be a lasting phenomenon. In order to secure its long-term competitive position, your Company will continue to focus on its growth strategies.

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

The relevant information pursuant to Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosures of Particulars in the Report of Board of Directors) Rules, 1988, pertaining to conservation of energy, technology absorption and foreign exchange earnings and outgo are given in the Annexure forming part of this Annual report.

INSTALLED CAPACITY AND ACTUAL PRODUCTION

Your company has an integrated steel plant and manufactures different products in Steel sector. The Company''s cumulative product wise installed capacity and actual production comprise of the following:

Annual Installed Capacity (M.T.) Actual Production (M.T.) # Product 2012-13 2011-12 2012-13 2011-12 (Nine Months) (Fifteen Months)

Sponge Iron 345,000 345,000 136,419 262,293

Pig Iron 509,250 509,250 208,010 498,803

Steel Bars/Rods 260,000 260,000 60,518 97,850

Billet/MS Ingot 906,230 906,230 262,920 420,223

Ferro Alloys 106,618 106,618 29,305 68,746

Ductile Iron Pipe 240,000 240,000 41,449 91,788

Power 101.10 101.10 217.48 505.91

Product (MW) (MW) (MU) (MU)

Sinter 608,000 608,000 382,223 795,643

Coke 350,000 100,056

# includes production for third party conversion 4,499 M.T (14,101 M.T.) and NIL (6,674 M.T.) in respect of Ferro Alloy and Steel Bars/Rods respectively.

# Coke oven production includes trial run production 81,808 M.T.

DIRECTORS'' RESPONSIBILITY STATEMENT

In terms of the provisions of Section 217(2AA) of the Companies Act, 1956, your Directors hereby confirm that:

i) In the preparation of annual accounts, the applicable accounting standards have been followed;

ii) They have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent, so as to give a true and fair view of the statement of affairs of the Company as at 31st March, 2013 and of the loss of the Company for the year ended on that date;

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

iv) The annual accounts have been prepared on a going concern basis.

INFORMATION PURSUANT TO SEC 217 OF THE COMPANIES ACT, 1956

The Company does not have any employee whose particulars are required to be furnished under Section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975, as amended from time to time.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS

Your company has complied with the requirements of Clause 49 of the Listing Agreement regarding Corporate Governance. A report on the Corporate Governance practices, the Auditor''s Certificate regarding compliance of the conditions of Corporate Governance, and Management Discussion and Analysis are annexed to this report.

CONSOLIDATED FINANCIAL STATEMENTS

In terms of Clause 32 of the Listing Agreement with the Stock Exchanges, the duly audited Consolidated Financial Statements, conforming to

Accounting Standard 21 and 27 issued by the Institute of Chartered Accountants of India, are attached as a part of the Annual Report.

AUDITORS

The Joint statutory auditors of your Company, M/s. U. Narain & Co., Chartered Accountants, and M/s. Rashmi & Co., Chartered Accountants, retire at the conclusion of the ensuing Annual General Meeting and have expressed their unwillingness to be re- appointed as statutory auditors.

The Company has received a notice from a shareholder under Section 225 of the Companies Act, 1956 nominating M/s. S. K. Agrawal & Co., Chartered Accountants of 4A, Council House Street, Kolkata-700 001, as Statutory Auditors of the Company. The said M/s. S. K. Agrawal & Co., Chartered Accountants have given their consent to act as Statutory Auditors of the Company, if appointed, and has further confirmed that the said appointment would be in conformity with the provisions of Section 224(1B) of the Companies Act, 1956.

Your directors recommend appointment of M/s. S. K. Agrawal & Co., as Statutory Auditors of the Company to hold office from the conclusion of the ensuing Annual General Meeting tiil the conclusion of the next Annual General Meeting.

AUDITORS'' REPORT

The observations made in the Auditors'' Report read with Notes to Accounts are self-explanatory and therefore, do not call for any further elucidation.

COST AUDITORS

Your Board has appointed M/s. Mondal & Associates, Proprietor Mr. Amiya Mondal as Cost Auditor of the Company in accordance with the provisions of Section 233B of the Companies Act, 1956 read with Cost Accounting Records (Steel Plant) Rules, 1990, The Companies (Cost Accounting Records) Rules, 2011, The Companies (Cost Audit Report) Rules, 2011, and relevant circulars issued by the Ministry of Corporate Affairs, to carry out audit of cost records of the Company for the financial year 2013-14. The same has subsequently been approved by the Central Government.

COST AUDIT REPORT

The Company has filed the Cost Audit Report for the financial year 2011-12 with the Registrar of Companies, Ministry of Corporate Affairs in the prescribed form.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956, and the Company''s Articles of Association, Shri Satish Chander Gupta and Shri Ashim Kumar Mukherjee, Directors, retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

The Board has re-appointed Shri Sanjiv Jajodia, whose term as the Whole-time Director of the Company expired on 30th April, 2013, as the Whole-time Director for a further period of 5 (five) years with effect from 1st May, 2013, subject to the approval of shareholders and on the terms and conditions as specified in the agreement entered into between Shri Sanjiv Jajodia and the Company.

Your Directors appointed Shri Shailendra Kumar Tamotia w.e.f. 15th May, 2013 as an Additional Directors of the Company. He shall hold office upto the date of ensuing Annual General Meeting. The Company has received a notice under Section 257 of the Companies Act, 1956 proposing the candidature of Shri Shailendra Kumar Tamotia as Director of the Company. In view of his vide experience and qualifications your Directors recommend his appointment. Shri Shailendra Kumar Tamotia, if appointed, will continue to act as an independent director of the Company.

Shri Krishnava S. Dutt and Shri Gourav Jajodia have resigned from the directorship of the Company with effect from 14th May, 2013 and 5th August, 2013, respectively. The Board wishes to place on record its sincere appreciation for the valuable contribution rendered by Shri Krishnava S. Dutt and Shri Gourav Jajodia during their tenure.

A brief resume of the Directors seeking re–appointment and appointment in the ensuing Annual General Meeting is incorporated in the Notice of the ensuing Annual General Meeting.

HUMAN RESOURCE MANAGEMENT

The Company is dedicated to have an optimum level of human resource and believes in the concept of right talent at the right job. We nurture our human resource and provide them a growth oriented and challenging work environment thereby achieving our organisational goals. The Company acknowledges the tremendous contribution of all its employees towards its growth in leading, thinking, working, motivating, etc.

The management continuously urges for building harmonious relations and strengthening the human resource system by making available better tools, technology and techniques at the workplace to maximise the skills of the workforce. The Company gives proper opportunities to its employees to improve their skills leading to consistent improvements in systems as well as to ensure the Company has the right competency in its workforce.

CORPORATE SOCIAL RESPONSIBILITY

Corporate Social Responsibility is viewed by company as operating a business in a manner that meets or exceeds the ethical, legal, commercial and public expectations that society has of business by contributing to economic development and improving the quality of life of the workforce and their families as well as of the local community and society at large.

As part of its policy for corporate social responsibility, the Company undertakes a range of activities to improve living conditions of people in the neighbourhood of all its plants. These activities include environment protection, healthcare, education, rural development and some of the activities undertaken during the year are as under:

? Environment

¦ Plantation of trees in and around the manufacturing plants and in the adjoining villages.

¦ Water sprinkling on road at nearby villages.

¦ Cleaning and maintaining of plantation area at nearby villages.

? Healthcare

¦ Distribution of free medicines.

¦ Provides ambulance services for nearby villagers in emergency conditions.

? Rural Development

¦ Maintaining street lights at nearby villages.

¦ Financial assistance for providing water and electricity.

? Social

¦ Provided financial assistance by way of donations to various local agencies during festive occasions.

¦ Provided financial help to District Sainik Welfare.

¦ Provided financial assistance for organisation of sports championships.

Corporate Social Responsibility and Sustainable development will continue to remain one of the leading priorities of your Company through which it shall consistently strive to touch lives and make a difference.

ACKNOWLEDGEMENT

Your Directors take this opportunity to place on record their sincere gratitude to its customers, dealers, suppliers, investors, members, financial institutions/banks, Central Government, State Government, all regulatory and government authorities and all other business associates for their continued support and co- operation extended by them to the Company.

Your Directors express deep appreciation for excellent contribution of the employees, workers, staff and executives of the Company by means their sincere and dedicated hard work during the year under review which has been instrumental to the growth of your company.

On behalf of the Board of Directors

Aditya Jajodia

Chairman & Managing Director

Place: Kolkata

Date: 12th August, 2013


Jun 30, 2012

Dear Members

The Directors are pleased to present the thirteenth Annual Report of your Company along with the audited accounts for the financial year ended 30th June, 2012.

Financial Performance

(Rs. in lacs) Particulars 15 months 12 months period ended period ended June 30, 2012 March 31, 2011

Income 295,901.21 218,796.87

Less: Expenses 288,909.67 183,577.90

Finance Costs 31,999.68 15,637.23

Depreciation and amortization expenses 13,875.94 8,280.65

Profit / (Loss) before exceptional and extraordinary items and Tax (38,884.08) 11,301.09

Less : Exceptional items -- --

Profit / (Loss) before extraordinary items and Tax (38,884.08) 11,301.09

Less : Extraordinary items -- --

Profit / (Loss) before Tax (38,884.08) 11,301.09

Less : Tax expense

Current Tax -- 2,510.22

MAT Credit Entitlement -- (2,490.29)

Deferred Tax 11,278.46 3,886.07

Profit/Loss after tax (27,605.62) 7,395.09

Earnings per share (Nominal value per share Rs. 10/-) (43.28) 11.60 Basic and Diluted





Financial Highlights

During the year 2011-12, your Company achieved a total revenue of 295,901.21 lacs as compared to Rs. 218,796.87 lacs in the previous year which reflects a growth of around 35.24%. Despite moderate increase in turnover, your company incurred loss during the year under review which was mainly due to hike in the price of raw materials, rising borrowing costs and other global factors. The Loss before exceptional and extraordinary items and tax was Rs. 38,884.08 lacs as compared to profit before exceptional and extraordinary items and tax of Rs. 11,301.09 lacs in the previous year. The net loss for the year under review was Rs. 27,605.62 lacs against profit of Rs. 7,395.09 lacs in the previous year.

Financial Year

The financial year of the Company

2011-12 has been extended by three months such that the Financial Year shall commence from 1st April, 2011 and will end upon completion of 15 months there from on 30th June, 2012.

The financial year 2012-13 shall comments on 1st July, 2012 and end on 31st March, 2013.

Dividend

In view of losses incurred and requirement of capital, considering the capital intensive nature of the industry, for the working of the Company, your Directors have not recommended dividend for the financial year 2011-12.

Awards and Accolades

Your directors are pleased to share with you that The Banaras Hindu University has bestowed upon Shri Amit Kumar Majumdar an independent director of the Company its "Distinguished Alumnus Award" in 2012 for his outstanding achievements in the field of Metallurigical Engineering of the said university.

Your Company has received 'One Leaf Award' of 23% Score and 10th Ranking and was one of the three Companies rated in this regard from the State, for its Key plus points as high blast furnace productivity, good safety performance and relatively better solid waste management practices by the ratings released on 4th June, 2012. The ratings were released by Planning Commission Deputy Chairperson, Montek Singh Ahluwalia and Jayanthi Nataranjan, Union Minister of State for environment & forests .

Your Company has received Carbon

Credit, Volume of CERs: 55730 (Tradable Volume: 54615) on account of Power generated from its Waste Heat Recovery Boilers by the UNFCCC and first monetary receipt of approximately Rs. 33 million (Rupees thirty three millions only) on account of sale of 54615 units of Carbon Credit.

Your Company has received a Certificate of Conformity for production of Ductile Iron Pipes for water pipelines, which is in Conformity against the requirements of the following standards: ISO 2531:2009, EN 545:2010 by BUREAU VERITAS Certification. Further a License has been granted to use the Kite mark in accordance with the Kite mark License as approved by the Registrar under the Trade Marks Act, 1944 in respect of BS ISO 2531, ductile iron pipes, fittings, accessories and their joints for water applications.

Expansion & Projects

Your Company continues its journey to deliver value for customers and to all the stakeholders of the Company by improving its performance in safety, quality, productivity, environment and people development through knowledge transmission.

The Company's planned expansion of 350000 MTPA Coke Oven Plant along with Waste Heat Recovery Boiler of 80 TPH is in advanced stage and infrastructure work of roads & drains for the entire plant is commissioned.

The DRI Plant of 60000 MT & coal washery in subsidiary company M/s Nilachal Iron & Power Limited is already commissioned and Forest Clearance certificate, pollution clearance and clearance from the Ministry of Environment has been received. The Dumri Coal Block has also received Environmental Clearance and Fresh Go Certificate.

The Company's products meet stringent quality parameters and are gaining market share comprising of private, institutional, non-institutional and government body buyers. This achievement highlights the technical and project execution skills of the management of your Company to successfully execute large projects within record time.

Corporate Debt Restructuring

Your Company has applied for restructuring of its debts and has received the Corporate Debt Restructuring letter of approval dated 20th September, 2012 from CDR Empowered Group/CDR Cell pursuant to the CDR package approved by the CDR empowered group.

Subsidiaries

Your Company has three wholly owned subsidiaries namely, M/s. Nilachal Iron & Power Limited, M/s. Jai Balaji Steels (Purulia) Limited & M/ s. Jai Balaji Energy (Purulia) Limited.

The Audited Balance Sheet and Statement of Profit & Loss account along with the Auditors' Report thereon and the respective Reports of the Board of Directors' of the said subsidiaries for the financial year ended 31st March, 2012 are attached in terms of Section 212 of the Companies Act, 1956.

Joint Ventures

Andal East Coal Company Private Limited

A Joint Venture Company M/s. Andal East Coal Company Private Limited was formed in 2009-10 with the Registrar of Companies, West Bengal, in which the Company along with M/ s. Bhushan Steel Limited and M/ s. Rashmi Cement Limited are venture partners. The said Joint Venture Company was formed in terms of allocation of Andal Non-Coking Coal Block in the State of West Bengal by Ministry of Coal, Government of India. Your Company has 32.79% stake in the coal block.

Rohne Coal Company Private Limited

A Joint Venture Company M/s. Rohne Coal Company Private Limited was formed in 2008-09 with the Registrar of Companies, NCT of Delhi & Haryana, in which the Company along with M/ s. JSW Steel Limited & M/s. Bhushan Power & Steel Limited are venture partners. The said Joint Venture Company was formed in terms of allocation of Rohne- Coking Coal Block in the State of Jharkhand by Ministry of Coal, Government of India. Your Company has 6.90% stake in the coal block.

Both the Joint Venture Companies are in the process of setting up coal mining facilities at respective coal blocks.

Listing

The equity shares continue to be listed on the National Stock Exchange of India Limited (NSE), Bombay Stock Exchange Limited (BSE) and The Calcutta Stock Exchange Limited (CSE). Both NSE and BSE have nationwide terminals which enable the shareholders / investors to trade in the shares of the Company from any part of the country without any difficulty. The Company has paid annual listing fees for 2012 - 2013 to the National Stock Exchange of India Limited (NSE), Bombay Stock Exchange Limited (BSE) and The Calcutta Stock Exchange Limited (CSE).

Prospects

The world steel demand is directly correlated to growth in world real GDP. According to IMF real GDP growth is forecast to slow to about 3.5% in 2012, from about 4% in 2011and to return to 4% in 2013. In 2011, according to World Steel Association, global steel consumption has risen by 6 percent and is estimated to increase at approximately 5 percent to reach

1.4 billion tonnes in 2012.

The Indian economy grew at 6.5 per cent in 2011-12, after having grown at the rate of 8.4 per cent in each of the two preceding years. This indicates a slowdown compared not just to the previous two years but 2003 to 2011 (except 2008-09). Steel Capacity is projected to be around 200 million tons by 2020. The main drivers being the infra projects, railways & new constructions. India has reached 4th rank among the steel producing nations.

The outlook for 2012 remains cautious. Despite good start in 2011, the global economy entered an uneven and uncertain territory in the second half of the year. Consequent to the turmoil in euro zone, the growth in developed economies may continue to disappoint, expanding by only about 1% percent in 2012 and by 2 percent in 2013.

Your company reasonably believes that the turbulent conditions during the year under review, which did not allow the potential of the operations to be fully realized, will not be a lasting phenomenon. In order to secure its long-term competitive position, your Company will continue to focus on its growth strategies.

Particulars of Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo The relevant information pursuant to Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosures of Particulars in the Report of Board of Directors) Rules, 1988, pertaining to conservation of energy, technology absorption and foreign exchange earnings and outgo are given in the Annexure forming part of this report.

Directors' Responsibility Statement

In terms of the provisions of Section 217(2AA) of the Companies Act, 1956, your Directors hereby confirm that:

i) In the preparation of annual

INSTALLED CAPACITY AND ACTUAL PRODUCTION

Your company manufactures different products in Steel sector. The Company's cumulative product wise installed capacity and actual production comprise of the following:



Installed Capacity (M.T.) Actual Production (M.T.) # 2011-12 (15 months) 2010-11 (12 months) 2011-12 (15 months) 2010-11 (12 months)

Sponge Iron 345,000 345,000 262,293 216,145

Pig Iron 509,250 509,250 498,803 378,786

Steel Bars/Rods 260,000 260,000 97,850 131,685

Billet/MS Ingot 906,230 906,230 420,223 357,075

Ferro Alloys 106,618 106,618 68,746 60,210

Ductile Iron Pipe 240,000 240,000 91,788 26,319

Power 101.10 101.10 505.91 400.73 (MW) (MW) (MU) (MU)

Sinter 608,000 608,000 795,643 614,830



# Includes production for third party conversion 14,101 M.T. (16,850 M.T.) and 6,674 M.T. (12,283 M.T.) in respect of Ferro Alloys and Steel Bars /Rods respectively. accounts, the applicable accounting standards have been followed;

ii) They have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company as at 30th June, 2012 and of the loss of the Company for the year ended on that date;

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

iv) The annual accounts have been prepared on a going concern basis.

Particulars of Employees

The Company does not have any employee whose particulars are required to be furnished under Section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975, as amended from time to time.

Corporate Governance and Management Discussion and Analysis

Your company has complied with the requirements of Clause 49 of the Listing Agreement regarding Corporate Governance. A report on the Corporate Governance practices, the Auditor's Certificate regarding compliance of the conditions of Corporate Governance and Management Discussion and Analysis Report are annexed to this report.

Consolidated Financial Statements

In terms of Clause 32 of the Listing Agreement with the Stock Exchanges, the duly audited Consolidated Financial Statements, conforming to Accounting Standard 21 and 27 issued by the Institute of Chartered Accountants of India, are attached as a part of the Annual Report.

Auditors

The Statutory Auditor of your Company M/s. S. R. Batliboi & Co., Chartered Accountants, who were appointed as Statutory Auditors of the Company in the last Annual General Meeting held on 21st September, 2011, resigned from being the Statutory Auditor of the Company during the year and subsequently, Joint Statutory Auditors namely, M/ s. U. Narain & Co., Chartered Accountants and M/ s. Rashmi & Co., Chartered Accountants were appointed by the members at their Extra-Ordinary General Meeting held on 9th May, 2012. Your Company wishes to place on record its sincere appreciation for valuable contribution of M/s. S. R. Batliboi & Co.

The Joint Statutory Auditors of your Company, M/ s. U. Narain & Co., Chartered Accountants and M/ s. Rashmi & Co., Chartered Accountants, retire at the conclusion of the ensuing Annual General Meeting and being eligible, offers themselves for re-appointment.

Auditors' Report

The Board's clarifications to certain observations made in the Auditors Report for the year under review are as under:

The Auditors have pointed out in the Annexure to the Auditors' Report at para ix(a) that the Company is generally regular in depositing undisputed statutory dues except for delay in certain cases.

The management takes due care for deposit of all applicable statutory dues in time, however for certain cases there has been unavoidable circumstances of delay. The manage- ment has taken due measures to avoid such delays.

The Auditors have pointed out in the Annexure to the Auditors' Report at para xi that the Company has delayed in repayment of dues to banks during the year.

Due to temporary cash flow mismatch there has been delay in repayments of dues to Banks.

The other observations made in the Auditors' Report read with Notes to Accounts are self-explanatory and therefore, do not call for any further elucidation.

Cost Auditors

Your Board has appointed M/s. Mondal & Associates, Proprietor Mr. Amiya Mondal as Cost Auditor of the Company in accordance with the provisions of Section 233B of the Companies Act, 1956 read with Cost Accounting Records (Steel Plant) Rules, 1990, The Companies (Cost Accounting Records) Rules, 2011 and The Companies (Cost Audit Report) Rules, 2011 for the financial year 2012-

13. The said appointment has subsequently been approved by the Central Government.

Directors

In accordance with the provisions of the Companies Act, 1956, and the Company's Articles of Association, Shri Rajiv Jajodia and Shri Amit Kumar Majumdar, Directors, retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

Your Directors had appointed Shri Angshuman Ghatak w.e.f. 31st July, 2009 as an Additional Director of the Company and he was further appointed as Director of the Company in the Annual General Meeting of the Company held on 15th September, 2009 as an independent director. The sad demise of Shri Angshuman Ghatak on 18th February, 2012, who had served the Company as an independent director, thereby leads his office to be vacated from the Board. Your Company expresses their grief over his sad demise and places on record their appreciation for the valuable services rendered by him during his tenure.

A brief resume of the Directors being re-appointed is incorporated in the Notice of the ensuing Annual General Meeting.

Human Resource Management

The Company recognizes the need to have an optimum level of human resource and integrates employee growth with organizational growth by offering a challenging workplace. The Company acknowledges the tremendous contribution of all its employees towards its growth in leading, thinking, working, motivating, etc.

The management continuously strengthens the human resource system by making available better tools, technology and techniques at the workplace to maximize the skills of the workforce. The Company gives proper opportunities to its employees to improve their skills leading to consistent improvements in systems as well as to ensure the Company has the right competency in its workforce.

Corporate Social Responsibility (CSR)

Corporate Social Responsibility is viewed by company as operating a business in a manner that meets or exceeds the ethical, legal, commercial and public expectations that society has from business, by contributing to economic development and improving the quality of life of the workforce and their families as well as of the local community and society at large.

As part of its policy for corporate social responsibility, the Company undertakes a range of activities to improve living conditions of people in the neighborhood of all its plants. These activities include environment protection, healthcare, education, rural development. Some of the activities undertaken during the year are as under:

Environment

Plantation of trees in and around the manufacturing

plants and in the adjoining villages.

- Pr ogramme on energy conservation was conducted.

- Healthcare

- Distribution of free medicines.

- Provides ambulance services for nearby villagers in emergency conditions.

- Education

- Books distribution among poor students.

- Rural development

- Refilling the empty wells at nearby villages in summer season.

- Social

- Provided financial assistance by way of donations to various local agencies during festive occasions

- Provided financial help to District Sainik Welfare Corporate Social Responsibility and Sustainable development will continue to remain one of the leading priorities of your Company through which it shall consistently strive to touch lives and make a difference.

Acknowledgement

Your Directors place on record their gratitude to Customers, Dealers, Suppliers, Investors, Members, Financial Institutions/ Banks, regulatory and government authorities and all other business associates for their continued support and co- operation extended by them to the Company. Your Directors also thank the employees, workers, staff and executives of the Company for the sincere and hard work put in by them during the year under review.



On behalf of the Board of Directors

Aditya Jajodia

Chairman & Managing Director

Place: Kolkata

Date: 09.11.2012


Mar 31, 2011

Dear Members

The Directors are pleased to present the twelfth Annual Report of your Company along with the audited accounts for the financial year ended 31st March, 2011.

Result of Operations

Particulars Year ended Year ended

March 31st, 2011 March 31st, 2010

Net sales and other income 2,18,796.87 1,94,028.21

Less :Total expenditure 1,83,577.90 1,67,905.92

Profit before interest, depreciation and tax 35,218.97 26,122.29

Less :Interest 15,368.64 14,270.65

Profit before depreciation and taxation 19,850.33 11,851.64

Less :Depreciation 8,280.65 6,928.95

Profit before Tax 11,569.68 4,922.69

Less :Current tax 2,778.81 1,151.67

MAT credit entitlement (2,490.29) (1,150.86)

Deferred tax 3,886.07 1,741.03

Profit after Tax 7,395.09 3,180.85

Add :Balance brought forward from previous year 16,772.69 13,883.54

Profit available for Appropriation 24,167.78 17,064.39

Less : Proposed dividend 255.13 255.13

Tax on dividend 35.73 36.57

Balance carried to Balance Sheet 23,876.92 16,772.69

- Financial Review

During the year 2010-11, your Company achieved a total revenue of Rs. 2,18,796.87 lacs as compared to Rs. 1,94,028.21 lacs in the previous year which reflects a growth of around 12.76%. The EBIDTA for the year under review was Rs. 35,218.97 lacs as compared to Rs. 26,122.29 lacs for the previous year representing an increase of 34.82%. The net profit for the year under review was Rs. 7,395.09 lacs against Rs. 3,180.85 lacs in the previous year.

The financial performance has improved during the year under review, despite sluggish market conditions, bottlenecks in material availability and slow growth in core sector.

- Dividend

Your Directors recommend for approval of the Members, a dividend of 4% on equity shares of the Company, i.e., Re. 0.40 per Equity Share of Rs. 10 each, for the financial year 2010-11.

The dividend payout for the year under review has been formulated in accordance with the Company's policy to pay sustainable dividend linked to long term performance, keeping in view the Company's need for capital for its growth plans and the intent to finance such plans through internal accruals to the maximum.

- Expansion & Projects

Your Company continues its journey to deliver value for customers and to all the stakeholders of the Company by improving it's performance in safety, quality, productivity, environment and people development through knowledge transmission.

Your Company has envisaged to set up 5 million tonne integrated Steel Plant, 3 million tonne Cement Plant and 1,215 MW Power Plant in Raghunathpur, in the District of Purulia in West Bengal subject to such support, approval of government, government agencies and other concerned. The Company has received adequate financial assistance from various banks and financial institutions for the 1st phase of the project. This mega project is another step by the Company to enhance its presence in Steel and Power business.

The Company is in the process of setting up of 0.35 million tons Coke Oven Plant along with waste heat recovery boiler of 80 TPH at its unit at Durgapur.

The Ductile Iron Pipe Plant at Durgapur with a capacity of 2.40 lacs MTPA has commenced commercial production with effect from November 3, 2010 after necessary approvals.

The Company is having BIS certification for its Ductile Iron Pipes for 100 -1200 mm dia. The Company's products meet stringent quality parameters and which is gaining market share comprising of private, institutional, non-institutional and government body buyers. This achievement highlights the technical and project execution skills of the management of your Company to successfully execute large projects within record time.

- Subsidiaries

Your Company has three wholly owned subsidiaries namely, Nilachal Iron & Power Limited, Jai Balaji Steels (Purulia) Limited & Jai Balaji Energy (Purulia) Limited. Both Jai Balaji Steels (Purulia) Limited & Jai Balaji Energy (Purulia) Limited were incorporated on 1st November, 2010.

The Audited Balance Sheet and Profit & Loss account along with the respective Reports of the Board of Directors' and the Auditors' Report thereon of the said subsidiaries for the financial year ended 31st March, 2011 are attached in terms of Section 212 of the Companies Act, 1956.

- Joint Ventures

- Andal East Coal Company Private Limited

A joint venture company ‘M/s Andal East Coal Company Private Limited' was formed in 2009-10 with the Registrar of Companies, West Bengal, in which the company along with

M/s Bhushan Steel Limited and M/s Rashmi Cement Limited are venture partners. The said Joint Venture Company was formed in terms of allocation of Andal Non-Coking Coal Block in the State of West Bengal by Ministry of Coal, Government of India. Your Company has 32.79% stake in the coal block.

- Rohne Coal Company Private Limited

A Joint Venture Company ‘Rohne Coal Company Private Limited' was formed in 2008-09 with the Registrar of Companies, NCT of Delhi & Haryana, in which the company along with M/s JSW Steel Limited & M/s Bhushan Power & Steel Limited are venture partners. The said Joint Venture Company was formed in terms of allocation of Rohne-Coking Coal Block in the State of Jharkhand by Ministry of Coal, Government of India. Your Company has 6.90% stake in the coal block.

Both the Joint Venture Companies are in the process of setting up coal mining facilities at respective coal blocks.

- Listing

The equity shares continue to be listed on the National Stock Exchange of India Limited (NSE), Bombay Stock Exchange Limited (BSE) and The Calcutta Stock Exchange Limited (CSE). Both NSE and BSE have nationwide terminals which enable the shareholders/investors to trade in the shares of the Company from any part of the country without any difficulty. The Company has paid annual listing fees for 2011-2012 to the National Stock Exchange of India Limited (NSE), Bombay Stock Exchange Limited (BSE) and The Calcutta Stock Exchange Limited (CSE).

- Future Prospects

The world steel demand is directly correlated to growth in world real GDP. According to IMF the world real GDP is forecast to be about 4.5% in 2011 and 2012. Real GDP in advanced economics and emerging & developing economies is expected to expand by about 2.5% and 6.5% respectively which will drive demand for steel. According to World Steel Association the apparent steel use will increase by 5.9% to 1,359 mmt in 2011 and in 2012, world steel demand will grow further by 6.0% to reach a new record of 1,441 mmt.

The steel consumption in India is optimistic, indicating that India's steel demand is likely to grow by 13.6% in 2011 as per the World Steel Association forecast. If the proposed expansion plans in India are implemented as per schedule, it would make it the second largest steel maker by 2015-16.

The macroeconomic policies of the government with continuous emphasis on infrastructure activities and growing Indian Economy provide growth impetus for the industry. The Government has set up an Inter- Ministerial Group to facilitate interaction between investors and various agencies in matters of acquisition of land, mining power and transportation including rail, road and port sectors. The Government has sustained its thrust on the development of infrastructure, which will lead to derived demand for steel.

Your Company aims to grab these positive developments for growth. There is constant endeavour by your company for increasing it's share in existing markets and also to enter new markets.

- Particulars of Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

The relevant information pursuant to Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosures of Particulars in the Report of Board of Directors) Rules, 1988, pertaining to conservation of energy, technology absorption and foreign exchange earnings and outgo are given in the Annexure forming part of this Annual report.

- Directors' Responsibility Statement

In terms of the provisions of Section 217(2AA) of the Companies Act, 1956, your Directors hereby confirm that:

i) In the preparation of annual accounts, the applicable accounting standards have been followed;

ii) They have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the statement of affairs of the Company as at 31st March 2011 and of the profit of the Company for the year ended on that date;

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

iv) The annual accounts have been prepared on a going concern basis.

- Particulars of Employees

The Company does not have any employee whose particulars are required to be furnished under Section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975, as amended from time to time.

- Corporate Governance and Management Discussion and Analysis

Your company views Corporate Governance in its widest sense almost like a trusteeship, a philosophy to be progressed, a value to be imbibed and an ideology to be ingrained into the corporate culture to build sound foundation for sustainable growth and value creation.

To that end the Company is committed to follow the best of the Corporate Governance practices. Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, the Corporate Governance Report, the Management Discussion and Analysis Report and Auditor's Certificate regarding compliance of the conditions of Corporate Governance are annexed to this report.

- Consolidated Financial Statements

In terms of Clause 32 of the Listing Agreement with the Stock Exchanges, the duly audited Consolidated Financial Statements, conforming to Accounting Standard 21 and 27 issued by the Institute of Chartered Accountants of India, are attached as a part of the Annual Report.

- Auditors

The statutory auditors of your Company, M/s. S. R. Batliboi & Co., Chartered Accountants, retire at the conclusion of the ensuing Annual General Meeting and being eligible, offers themselves for re-appointment.

- Auditors' Report

The Board's clarifications to certain observations made in the Auditors' Report for the year under review are as under:

- The Auditors have pointed out in the Annexure to the Auditors' Report at para vii that even though the scope and coverage of Internal Audit system has improved as compared to previous year, however in their opinion the same requires to be enlarged to be commensurate with the size and nature of its business.

As the Company is a listed company, the meetings of Audit Committee are being held on quarterly basis. The Internal Auditors present their report for discussion at those meetings. The management takes suitable measures to strengthen internal control systems as and when required and as advised by the Internal Auditors. This is a continuous and on-going process which the company is adopting to strengthen the Internal Audit Process.

- The Auditors have pointed out in the Annexure to the Auditors' Report at para ix(a) that the Company is generally regular in depositing undisputed statutory dues except for delay in certain cases.

The management takes due care for deposit of all applicable statutory dues in time, however for certain factors there has been unavoidable circumstances of delay. The management has taken due measures to avoid such delays.

- The Auditors have pointed out in the Annexure to the Auditors' Report at para xi that the Company has delayed in repayment of dues to banks during the year.

Due to temporary cash flow mismatch there has been delay in repayments of dues to Banks. There is no continuing delay of payment of such dues.

The other observations made in the Auditors' Report read with Notes to Accounts are self-explanatory and therefore, do not call for any further elucidation.

- Cost Auditors

Your Board has appointed M/s Mondal & Associates, Proprietor Mr. Amiya Mondal as Cost Auditor of the Company in accordance with the provisions of Section 233B of the Companies Act, 1956 read with Cost Accounting Records (Steel Plant) Rules, 1990, circular no. 15/2011[52/5/CAB-2011] dated 11th April, 2011 and circular no. 52/26/CAB- 2010 dated 3rd May, 2011 for the financial year 2011-12.

- Directors

In accordance with the provisions of the Companies Act, 1956, and the Company's Articles of Association, Shri Angshuman Ghatak, Shri Shyam Bahadur Singh and Shri Krishnava S. Dutt, Directors, retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re- appointment.

Your Directors have appointed Shri Rajeev Kalra w.e.f. 26th May, 2010 and Shri Amit Kumar Majumdar w.e.f. 10th July, 2010 as Additional Directors of the Company. Both Shri Rajeev Kalra and Shri Amit Kumar Majumdar were appointed as Directors of the Company in the last Annual General Meeting of the Company held on 22nd September, 2010. Shri Ajay Tandon has been appointed as Alternate Director to Shri Rajeev Kalra w.e.f. 26th May, 2010.

Shri Rajeev Kalra and Shri Kumar Krishnan Iyer have subsequently resigned from the Board w.e.f. 23rd June, 2011 & 20th July, 2011, respectively and upon their resignation Shri Ajay Tandon and Shri Supratim Banerjee also simultaneously cease to be their respective Alternate Director on the Board. The Board wishes to place on record its sincere appreciation of their valuable contribution to the Company.

A brief resume of the Directors being re – appointed is incorporated in the Notice of the ensuing Annual General Meeting.

- Human Resource Management

Employees are considered as vital and most valuable assets of the Company. Your Company integrates employee growth with organisational growth through empowerment and by offering a challenging workplace. The nature of Company's business presupposes sound work expertise, effective teamwork and continuous dedication. To promote this the Company has an elaborate HR system to promote a safe, competitive and transparent work environment.

Expanding in technology, investing in capacity and developing presence at project sites will require people who will have to be trained in the specific expertise. The continuous leadership and technical training courses at the entry level as well as the continuous on the job training have been enhanced to give employees the opportunity to improve their skills leading to consistent improvements in systems as well as to ensure the Company has the right competency in its workforce.

- Corporate Social Responsibility (CSR)

Corporate Social Responsibility is the continuing commitment by business to behave ethically and contribute to economic development while improving the quality of life of the workforce and their families as well as of the local community and society at large.

As part of its policy for corporate social responsibility, the Company undertakes

a range of activities to improve living conditions of people in the neighbourhood of all its plants. These activities include environment protection, healthcare, education, rural development and some of the activities undertaken during the year are as under :

- Environment

- Plantation of trees in and around the manufacturing plants and in the adjoining villages

- Adoption of 3R's (reduce, reuse and recycle) concept for water and waste water management that includes rain water harvesting.

- Development of Green Belt inside factory and also in nearby villages.

- Setting up of fencing to restrict fugitive emission from plant to surrounding villages.

- Healthcare

- Organising free medical checkups for employees & their family members.

- Setting up of Health Camp in Banskopa Village at Durgapur, renovation of district hospital and distribution of free medicines.

- Creation of social awareness towards health and hygiene.

- Education

- Books distribution, repairing and maintenance, white washing /painting of class room in schools.

- Rural development

- Maintenance of horticulture, drain work and playing ground in Banskopa Village, Durgapur.

- Arrangement of drinking water, digging & cleaning of ponds at Rasmada in Durg.

- Development of drainage system.

- Development of burning ghat and construction of boundary wall in burning ghat.

- Constructed playground, Kali

Mandir etc. in Banskopa Village, Durgapur.

- Social

- Provided monetary support to the organising committee of the village for organising local festivals, pujas, cultural programmes and also for marriage ceremony to the villagers.

- Provided traffic assistance to the volunteers by distribution of helmets and shoes for safety purpose.

- Distribution of blankets, organisation of mass marriage ceremony among the weaker section of the society in Banskopa Village.

- Formation of Self Help Groups for women empowerment at Ranigunj, West Bengal.

- Organised sports tournament and development of sports playground.

Corporate Social Responsibility and Sustainable development will continue to remain one of the leading priorities of your Company through which it shall consistently strive to touch lives and make a difference.

- Acknowledgement

Your Directors wish to place on record their appreciation of the dedication and commitment of the workers, staff and executives of the Company, which together contributed to the efficient operations and management of the Company. Your Directors also take this opportunity to express its sincere appreciation for the ongoing support and co-operation extended by the investors, shareholders, financial institutions/banks, regulatory and government authorities, customers, suppliers and all other business

On behalf of the Board of Directors

Aditya Jajodia

Chairman & Managing Director

Place : Kolkata

Date : 12th August, 2011


Mar 31, 2010

The Directors are pleased to present the eleventh Annual Report of your Company, along with the audited statement of accounts for the year ended 31st March, 2010.

Financial Highlights

Particulars Year ended Year ended March 31st, 2010 March 31st, 2009

Net Sales and other income 194,028.21 171,782.42

Less :Total expenditure 167,905.92 152,976.29

Profit before Interest, depreciation and tax 26,122.29 18,806.13

Less :Interest 14,270.65 13,056.33

Profit before depreciation and taxation 11,851.64 5,749.80

Less :Depreciation 6,928.95 5,079.37

Profit before Tax 4,922.69 670.43

Less :Current tax 1,151.67 206.91

MAT credit entitlement (1,150.86) (70.32)

Deferred Tax 1,741.03 380.64

Fringe Benefit Tax - 25.08

Profit after Tax 3,180.85 128.12

Add :Balance brought forward from previous year 13,883.54 14,010.87

Profit available for Appropriation 17,064.39 14,138.99

Less : Proposed dividend 255.13 221.94

Tax on dividend 36.57 33.51

Balance carried to Balance Sheet 16,772.69 13,883.54

Operating Results

During the year, your Company witnessed a robust growth in sales and profit figures. It emerged stronger out of the global economic downturn and delivered healthy profit growth for the year along with improvement in revenue amidst challenging and volatile market conditions.

During the year under review, the total revenue of the Company was Rs.194,028.21 lacs, registering an increase of 13% from Rs.171,782.42 lacs in the financial year 2008-09. The EBIDTA for the year is Rs. 26,122.29 lacs as compared to Rs.18,806.13 lacs for the year 2008-09 representing an increase

of 39%. The net profit for the year is Rs. 3,180.85 lacs against Rs.128.12 lacs in the previous year.

Despite high inflationary and cost pressures throughout the year, your Company capitalised on every available opportunity coupled with a robust marketing strategy to exploit the full industry potential, besides making efforts towards cost reduction and improved efficiency at the plant level which enable the Company to grow reasonably well.

- Dividend

Your Directors recommend for approval of the Members, a dividend of 4% on equity shares of the Company,

i.e., Re. 0.40 per Equity Share of Rs.10 each, for the financial year 2009-10.

The dividend payout for the year under review has been formulated in accordance with the Company’s policy to pay sustainable dividend linked to long term performance, keeping in view the Company’s need for capital for its growth plans and the intent to finance such plans through internal accruals to the maximum.

- Capital

- Conversion of Debentures

The Company had issued 8,359,000 zero coupon compulsorily convertible

debentures (CCDs) to entities owned by Citi Venture Capital International and Hudson Equity Holdings Limited and 9,600,000 warrants to promoters and non-promoters on a private- placement basis at an issue price of Rs. 326.90 each. Each CCD and warrant was convertible into one equity share within a period of 18 months from the date of allotment which was 7th February, 2008, at a conversion price of Rs. 326.90 per equity share.

The Company has, upon application of CCD holders, converted the CCDs and allotted 8,359,000 Equity Shares to the said CCD holders at the issue price of Rs. 326.90 each aggregating to Rs. 27,325.57 lacs on 31st July, 2009. The warrant holders have not exercised the option to convert their warrants and have not paid the balance consideration amount. The said warrants have been cancelled and amount received towards the said warrants has been forfeited on 11th August, 2009. The equity share capital of the Company after conversion of CCDs increased from Rs. 471,269,000/- to Rs. 554,859,000/-.

Qualified Institutions Placement

On 28th October, 2009, the Company has successfully raised equity capital via QIP placement and allotted 8,295,586 Equity Shares of face value of Rs.10/- each to Qualified Institutional Buyers as per Chapter VIII of the SEBI Regulations at a price of Rs.239.30 per Equity Share (including a premium of Rs.229.30 per Equity Share), aggregating to Rs. 19,851.34 lacs. Consequent to the issue and allotment of the Equity Shares as aforesaid, the equity share capital stands increased from Rs. 554,859,000/- to Rs. 637,814,860/-.

- Expansion & Projects

The Company continued to implement its strategy of creating multiple drivers of growth in order to strengthen its leadership position in terms of its industry lines and for the maximisation of benefits to all the stakeholders in the Company.

The Ferro Alloy plant at Durgapur with a capacity of 0.25 lacs MTPA has commenced commercial production w.e.f. 17th August, 2009.

Your Company is setting up 5 million tonne integrated Steel Plant, 3 million tonne Cement Plant and 1215 MW Power Plant in Raghunathpur, in the District of Purulia in West Bengal. The work at the Purulia Project site is going on as per schedule.

The Company has received the BIS certification for 100-300 mm dia for its newly installed 240,000 tons per annum Ductile Iron Pipe Plant. The facility was set up within the schedule time. This achievement highlights the technical and project execution skills of the management of your Company to successfully execute large projects within record time.

- Subsidiary

Your Company has one wholly owned subsidiary namely, Nilachal Iron & Power Limited having a sponge iron plant of 1,05,000 MT pa capacity at Ratanpur, Kandra-Chandil Road, Dist. Saraikela Kharsawan, Pin - 832 402, Jharkhand.

The Audited Balance Sheet and Profit & Loss account along with the respective Reports of the Board of Directors’ and the Auditors’ Report thereon of the said subsidiary for the financial year ended 31st March, 2010 are attached as required under Section 212 of the Companies Act, 1956.

- Joint Ventures

l Andal East Coal Company Private Limited

In terms of allocation of Andal East non-coking coal block in the State of West Bengal by the Ministry of Coal, Government of India to the Company jointly with Bhushan Steel Limited and Rashmi Cement Limited, the

Company has entered into a Joint Venture Agreement with them to acquire 32.79% stake in coal block. A joint venture company ‘Andal East Coal Company Private Limited’ has been formed with the Registrar of Companies, West Bengal, in which the Company along with M/s Bhushan Steel Limited and M/s Rashmi Cement Limited are venture partners.

- Rohne Coal Company Private Limited

A Joint Venture Company ‘Rohne Coal Company Private Limited’ was formed in 2008-09 with the Registrar of Companies, NCT of Delhi & Haryana, in which the Company along with M/s JSW Steel Limited & M/s Bhushan Power & Steel Limited are venture partners. Your Company has 6.90% stake in the coal block.

Both the Joint Venture Companies are in the process of setting up coal mining facilities at respective coal blocks.

- Future Outlook

Indian steel industry has just come out of the slowdown that affected its performance during 2008-09. Relatively 2009 ended on a better and encouraging note with an overall improvement of economic situation through its GDP data, which showed a robust 7.9 growth during July-September 2009-10, further bolstering the idea that the demand side is back on stable footing. Globally also there are signs of improvement in economic conditions and firming up of demand and prices.

The macro economic policies of the government with continuous emphasis on infrastructure activities and buoyant Indian Economy have cast a good spell for the industry. The Government has sustained its trust on the development of infrastructure, which will lead to derived demand for steel.

Your Company aims to grab these positive developments for growth. There is constant endeavour by your Company for increasing the share in existing markets and enter new markets.

- Particulars of conservation of energy, technology absorption, foreign exchange earnings and outgo

The relevant information pursuant to Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosures of Particulars in the Report of Board of Directors) Rules, 1988 pertaining to conservation of energy, technology absorption and foreign exchange earnings and outgo are given in the Annexure forming part of this Annual Report.

- Directors’ responsibility statement

In terms of the provisions of Section 217(2AA) of the Companies Act, 1956, your Directors hereby confirm that:

i) In the preparation of annual accounts, the applicable accounting standards have been followed;

ii) They have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the statement of affairs of the Company as at 31st March, 2010 and of the profit of the Company for the year ended on that date;

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

iv) The annual accounts have been prepared on a ‘going concern’ basis.

- Particulars of employees

The particulars of employees as required to be furnished pursuant to Section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975, is given in the Annexure forming part of the report.

- Corporate Governance and Management Discussion and Analysis

Your Company has been practising good Corporate Governance over the years and lays strong emphasis on transparency, accountability and integrity. The Company is committed to follow the best of the corporate governance practices. Pursuant to Clause 49 of the Listing Agreement with the stock exchanges, the Corporate Governance Report, the Management Discussion and Analysis Report and Auditor’s Certificate regarding compliance of the conditions of Corporate Governance are annexed to this report.

- Consolidated Financial Statements

In terms of Clause 32 of the Listing Agreement with the Stock Exchanges, the duly audited Consolidated Financial Statements, confirming to Accounting Standard 21 and 27 issued by the Institute of Chartered Accountants of India, are attached as a part of the Annual Report.

- Auditors

The statutory auditor of your Company, M/s. S. R. Batliboi & Co., Chartered Accountants, retire at the conclusion of the ensuing Annual General Meeting and being eligible, offers themselves for re-appointment.

- Auditors Report

The Board’s clarifications to certain observations made in the Auditors’ Report for the year under review are as under:

- The Auditors have pointed out in the Annexure to the Auditors’ Report at para vii that the scope and coverage of Internal Audit system requires to be enlarged to be commensurate with the size and nature of its business

As the Company is a listed company, the meetings of Audit Committee are being held on quarterly basis. The Internal Auditors present their report for discussion at those meetings. The

management takes suitable measures to strengthen internal control systems as and when required and as advised by the Internal Auditors. This is a continuous and on-going process which the Company is adopting to strengthen the Internal Audit Process.

- The Auditors have pointed out in the Annexure to the Auditors’ Report at para ix(a) that the Company is generally regular in depositing undisputed statutory dues except for delay in few cases.

The management takes due care for deposit of all applicable statutory dues in time, however for certain factors there has been unavoidable circumstances of delay. The management has taken due measures to avoid such delays.

The other observations made in the Auditors’ Report read with Notes to Accounts are self-explanatory and therefore, do not call for any further elucidation.

- Directors

Shri Gourav Jajodia, Shri Ashim Kumar Mukherjee and Shri Satish Chander Gupta, Directors, will retire by rotation at the ensuing Annual General meeting and, being eligible, offer themselves for re-appointment.

Shri Ajay Tandon & Shri Supratim Banerjee have been appointed as Alternate Director to Shri Vivek Chhachhi and Shri Kumar Krishnan Iyer respectively w.e.f. 13th April, 2009. Your Directors have appointed Shri Angshuman Ghatak w.e.f. 31st July, 2009 & Shri Krishnava S Dutt w.e.f. 11th August, 2009 as Additional Directors of the Company. Both Shri Angshuman Ghatak & Shri Krishnava S Dutt were appointed as Directors of the Company in the last Annual General Meeting of the Company held on 15th September, 2009.

Shri Rajeev Kalra and Shri Amit Kumar Majumdar have been appointed as Additional Director of the Company w.e.f. 26th May, 2010 and 10th July, 2010 respectively. Shri Ajay Tandon has been appointed as Alternate Director to Shri Rajeev Kalra w.e.f. 26th May, 2010. Shri Rajeev Kalra and Shri Amit Kumar Majumdar will hold office up to the date of the ensuing Annual General Meeting. The Company has received special notices under Section 257 of the Companies Act, 1956, proposing the appointment of Shri Rajeev Kalra and Shri Amit Kumar Majumdar as the Directors of the Company. In view of their considerable experience, your Directors recommend their appointment.

Shri Dipti Ranjan Patnaik, Shri Shailendra Kumar Tamotia & Shri Manoj Kumar Banthia have resigned from the Board w.e.f. 4th April, 2009, 2nd June, 2009 & 29th January, 2010 respectively during the financial year ended 31st March, 2010. Shri Vivek Chhachhi has resigned from the Board w.e.f. 12th May, 2010 and Shri Ajay Tandon, alternate to Shri Vivek Chhachhi has ceased to be on the Board w.e.f. the resignation of Shri Vivek Chhachhi. The Board wishes to place on record its sincere appreciation of their valuable contribution to the Company.

- Human Resource Management

The Company recognises the need to have an optimum level of human resource and an orientation towards team efforts for sustained growth and performance. The Company’s relations with the work force continue to be very cordial and the co-operation of the employees enabled the unit to achieve sustained growth, both quantitatively as well as qualitatively. To ensure this, the Company has an elaborate HR system to promote a safe, competitive and transparent work environment.

- Corporate Social Responsibility (CSR)

Social welfare, community develop- ment, economic and environmental

responsibilities are at the core of the CSR of the Company. As part of its policy for corporate social responsibility, the Company undertakes a range of activities to improve living conditions of people in the neighbourhood of all its plants. These activities include environment protection, healthcare, education, rural development such as:

- Environment

Plantation of trees in and arround the manufacturing plants and in the adjoining villages.

- Adoption of 3R’s (reduce, reuse and recycle) concept for water and waste water management that includes rain water harvesting.

- Healthcare

- Arrangement of drinking water, digging & cleaning of ponds at Rasmada in Durg.

- Organising free medical checkups in all units for employees & their family members.

- Setting up of Blood Donation Camp in Banskopa Village at Durgapur.

- Arranging for safe drinking water & sanitation and creation of social awareness towards health and hygiene in all units.

- Education

- Books distribution in all units and in adjoining villages.

- Contribution for repairing and maintenance of Govt. primary schools in Durg.

- Rural development

- Development of 1.2 km road from Mangalpur to Barkatnagar and 3 km road from Majhipara to NH-2 in Burdwan, West Bengal.

- Organisation of mass marriage ceremony among the weaker section of the society in Banskopa Village.

- Formation of Self Help Groups for women empowerment at Ranigunj, West Bengal.

- Maintenance of horticulture, drain work and play ground in Banskopa Village, Durgapur.

Corporate Social Responsibility and Sustainable development will continue to remain one of the leading priorities of your Company through which it shall consistently strive to touch lives and make a difference.

- Acknowledgement

Your Directors place on record their sincere appreciation for the outstanding support and services of the workers, staff and executives of the Company, which together contributed to the efficient operations and management of the Company. Your Directors also take this opportunity to express its sincere appreciation for the excellent support and co-operation extended by the investors, shareholders, financial institutions/banks, regulatory and government authorities, customers, suppliers and all other business associates.

On behalf of the Board of Directors

Aditya Jajodia Chairman & Managing Director

Place : Durgapur, West Bengal Date : 3rd August, 2010

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