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Directors Report of Jyoti Structures Ltd.

Mar 31, 2015

The Directors seek to present the Fortieth Annual Report on business and operations of the Company along with the Audited Statement of Accounts for the financial year ended 31st March, 2015.

FINANCIAL RESULTS

Performance of the Company, on standalone basis, for the financial year ended 31st March, 2015 is as summarized below:

(Rs.in Lacs)

2014-15 2013-14

Gross Turnover 2,79,789 3,38,268

Profit before tax (26,967) 5,231

Provision for taxation including deferred tax (31) (1,999)

Profit after tax (26,998) 3,232

Dividend - Preference Shares 25 25

Dividend Tax 5 4

Transfer to General Reserve - 350

Transfer to Debenture Redemption Reserve - 826

Surplus in the statement of Profit and Loss 11,613 39,019

PERFORMANCE HIGHLIGHTS

During the year 2014-15, overall business environment was challenging. Your Company faced significant lag in sanction of assessed working capital facilities resulting in stress in cash flow, delay in project execution and realization leading to enlargement of debtors.

Your Company reported a decline in the top-line by 17% over the previous year. At standalone level, the gross revenue from operations stood at Rs. 2,79,790 Lacs, as compared to Rs. 3,38,268 Lacs in the previous year. The operating loss before tax stood at Rs. 26,967 Lacs, as compared to operating Profit before tax of Rs. 5,231 Lacs in the previous year. The net loss for the year stood at Rs. 26,998 Lacs, as compared to net Profit of Rs. 3,232 Lacs in the previous year.

At consolidated level, gross revenue from operations was placed at Rs. 3,12,753 Lacs, as compared to Rs. 3,69,297 Lacs in the previous year. The net loss for the year stood at Rs. 39,575 Lacs, as compared to loss of Rs. 936 Lacs in the previous year.

Exports of the Company amounted to Rs. 77,845 Lacs (previous year Rs. 1,03,485 Lacs) representing about 28% of the net sales. Supply of towers and structures declined to 46,097 MT as compared to 87,587 MT in the previous year. Order backlog at the end of the year was at Rs. 4,61,000 Lacs as compared to Rs. 4,35,390 Lacs at the end of the previous year.

DEBT RESTRUCTURING

With overall recession in trade and industry coupled with delay in commissioning of most of the projects due to lack of adequate working capital had put considerable financial pressure on the Company and in particular, on the cash flow. Lenders amongst themselves, with State Bank of India as the leader, formed a Joint Lenders Forum (JLF) under RBI''s JLF framework to formulate a corrective action plan.

The Restructuring Scheme contours:

1. The cut-off date (COD) identified, for the purpose of determining the eligible debts to be restructured under the scheme is 1st April, 2014.

2. Rescheduling of principal outstanding for the term loans and sanction of additional cash credit facility, non-fund based working capital and term loan.

3. Moratorium for principal repayment of term loan for 18 months from COD i.e. till 30th September, 2015.

4. Reduction in rates of interest on term loans @ 12% p.a.

5. Interest to be funded on term loan for 12 months from COD i.e. till 31st March, 2015.

Despite lenders having approved the restructuring scheme in September 2014, most of the working capital bankers did not release all the sanctioned enhanced facilities, as agreed in the scheme. With this, the operations could not be ramped up resulting in delay in project execution.

To overcome these challenges, the Company has been managing its operations, exploring short term and long term solutions including infusion of equity capital.

DIVIDEND

Considering that the Company has incurred loss for the year ended 31st March, 2015, the Board of Directors of your Company have decided, not to recommend any dividend on equity shares for FY 2015.

However, your Directors recommend a dividend of Rs. 1 (Rs. 1 previous year) per share on preference shares of Rs. 100 each.

SHARE CAPITAL AND LISTING OF SHARES

During the year under review,

1. your Company allotted 61,750 equity shares of face value of Rs. 2 each to its employees against exercise of options granted under Employee Stock Option Scheme;

2. in compliance with the restructuring scheme and in accordance with applicable SEBI guidelines, the Company allotted

a. 2,33,87,018 equity shares of face value of Rs. 2/- each to Qualified Institutional Buyers at an issue price of Rs. 42.85 each, aggregating to Rs. 10,021 Lacs; and

b. 38,05,120 equity shares of face value of Rs. 2/- each to a promoter group company, at an issue price of Rs. 52 each, aggregating to Rs. 1,979 Lacs, on private placement basis.

The equity shares of the Company are listed and traded in compulsory dematerialized form on the Bombay Stock Exchange Limited and the National Stock Exchange of India Limited. Your Company has paid Annual Listing fees to the Stock Exchanges.

SUBSIDIARY COMPANIES

In compliance with applicable provisions of Companies Act, 2013 (Act), a statement giving salient features of the financial statements and performance of the Company''s subsidiaries, associates and joint ventures for the year ended 31st March, 2015, is attached and forms part of this report. The financial statements of subsidiary companies shall be uploaded on the website of your Company and the same are available for inspection by the members at the registered office of your Company during business hours on all working days except Saturdays upto the date of the Annual General Meeting. Any member desirous of obtaining a copy of the said financial statements may write to the Company at the registered office of the Company.

The audited consolidated financial statements prepared in accordance with the prescribed accounting standards, form part of this Annual Report.

DIRECTORS

The following changes took place during the year:

With advancing age and health condition, Mr. G. L. Valecha (DIN 00001267) and Mr. A. J. Khan (DIN 00002081) ceased to be Directors of the Company with effect from 10th November, 2014 and 31st March, 2015, respectively.

During the year, Mr. Santosh V. Nayak (DIN 00001281) and Mr. Ashok Goyal (DIN 00035392) ceased to be the Managing / Joint Managing Director of the Company.

Your Board of Directors on 9th February, 2015 re-designated Mr. Prakash Thakur (DIN 01421897) as Director and appointed Ms. Jyotsna Jamkhandi (DIN 07091274) as an Additional Director of the Company. Pursuant to Section 161 of the Act, Ms. Jyotsna Jamkhandi holds office upto the date of the ensuing Annual General Meeting of the Company and is eligible for appointment as a Director. The Company has received requisite notice in writing from a member proposing her name for the office of a Director.

The Company has received declarations from all Independent Directors of the Company namely, Mr. S. D. Kshirsagar (DIN 00001266), Mr. T. C. Venkat Subramanian (DIN 00040526), Mr. R. C. Rawal (DIN 02932427) and Mr. V. M. Kaul (DIN 00015245) confirming that they meet the criteria of independence as prescribed under the Act and Listing Agreement.

Your directors recommend the re-appointment of Mr. Prakash Thakur (DIN 01421897) and Mr. Kalpesh Kikani (DIN 03534772), Directors of the Company who are liable to retire by rotation and being eligible, have offered themselves for re-appointment.

Brief profile of Directors seeking appointment / re-appointment form part of the Report on Corporate Governance.

BOARD EVALUATION

In compliance with the Act and Listing Agreement, during the year under review, the performance evaluation of the Board, the directors individually and the Committees of the Board was carried out based on self-evaluation mechanism.

MEETINGS

During the year nine Board Meetings and six Audit Committee Meetings were convened and held, details of which are given in the Corporate Governance Report.

REMUNERATION POLICY

The Company has a policy which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and other employees. The policy also lays down criteria for selection and appointment of Board Members. The details of this policy are given in the Corporate Governance Report.

CORPORATE SOCIAL RESPONSIBILITY

Your Directors have constituted Corporate Social Responsibility (CSR) Committee comprising Mr. S. D. Kshirsagar, as Chairman and Mr. T. C. Venkat Subramanian, Mr. V. M. Kaul & Mr. R. C. Rawal, as members.

The said Committee recommends to the Board, the CSR projects / activities to be undertaken by the Company, monitoring the implementation of framework of CSR Policy and recommending the amount to be spent on CSR activities.

On recommendation of CSR Committee, the Board of Directors of your Company approved CSR Policy which may be accessed at the Company''s website.

During the year, the Company spent Rs. 194 Lacs on CSR activities comprising infrastructure development around its areas of operations, as against the required amount of Rs. 178 Lacs.

The Annual Report on CSR containing the particulars specified in the Annexure to the Companies (CSR Policy) Rules 2014 is annexed and form part of this report.

RISK MANAGEMENT

Pursuant to the requirement of Clause 49 of the Listing Agreement, the Company has constituted a Risk Management Committee. The details of Committee and its terms of reference are set out in the Corporate Governance Report forming part of the Board Report.

RELATED PARTY TRANSACTIONS

Your Company has formulated a policy on related party transaction which is also available on the Company''s website. All related party transactions during the financial year were on an arm''s length basis and in the ordinary course of business. There were no transactions which were material and accordingly, no disclosure is made in respect of related party transactions.

AUDITORS

Statutory Auditors

M/s. R. M. Ajgaonkar & Associates, Chartered Accountants, Statutory Auditors of the Company hold office upto the forthcoming Annual General Meeting and are recommended for re-appointment for the financial year 2015-16. As required under the provisions of Section 139 and 141 of the Act, the Company has obtained written confirmation from the Auditors to the effect that their appointment, if made, would be in conformity with the provisions of those sections.

Auditors comments on your Company''s accounts for the year ended 31st March, 2015 read with notes to financial statements are self-explanatory in nature and do not require any explanation as per provisions of Section 134 of the Act.

Cost Auditors

The Company has appointed Mr. Narhar K. Nimkar, Cost Accountant, as the Cost Auditor to audit the cost accounts of the Company for the financial year 2015-16. The cost audit report for the financial year 2013-14 was fled with the Ministry of Corporate Affairs on 26th September, 2014.

As required under the Act, the remuneration payable to the Cost Auditor is required to be placed before the members at the general meeting for ratification. Accordingly, a resolution seeking member''s ratification for the remuneration payable to Mr. Narhar K. Nimkar, Cost Accountant is included at item no. 8 of the notice convening the Annual General Meeting.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. S. S. Rauthan & Associates (COP No. 3233), as Secretarial Auditors of the Company for the year ended 31st March, 2015. Report of Secretarial Auditors is annexed and form part of this report.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of Annual Return in form MGT 9, as required under Section 92 of the Act is annexed and form part of this report.

FIXED DEPOSITS

During the year, the Company has not accepted fixed deposits. The Company has been paying interest and repaying the deposits, in accordance with the terms and conditions of the fixed deposit accepted under Companies Act, 1956. The Company has no overdue deposits other than unclaimed deposits of Rs. 78.50 lacs.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of loans, guarantees or investments covered under the provisions of Section 186 of the Act are given in notes to the standalone financial statements forming part of the Annual Report.

TRANSFER TO INVESTOR EDUCATION & PROTECTION FUND

Pursuant to the provisions of

a. Section 205A (5) and 205C of the Companies Act, 1956, relevant amounts of dividend, debentures and interest thereon, which remain unpaid or unclaimed for a period of 7 years have been transferred to Investor Education and Protection Fund; and

b. Investor Education and Protection Fund (Uploading of Information regarding unpaid and unclaimed amounts lying with Companies) Rules 2012, the Company has uploaded the details of unpaid and unclaimed amounts of dividend lying with the Company as on 22nd September, 2014 (date of last Annual General Meeting) on the website of the Company www.jsl.in, as also on the Ministry of Corporate Affairs'' website.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The information required pursuant to Section 197 of the Act and Rule 5(1) of Companies (Appointment and Remuneration of Management Personnel) Rules, 2014 is annexed and form part of this report.

Details of employee remuneration as required under provisions of section 197(12) of the Act and Rule 5(2) and 5(3) of Companies (Appointment and Remuneration of Management Personnel) Rules, 2014 are available for inspection by the members at the registered Office of the Company during business hours on working days up to the date of the ensuing Annual General Meeting and shall be made available to any shareholder on request.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement, Management Discussion and Analysis, Corporate Governance Report, together with Auditors'' Certificate on compliance with the conditions of Corporate Governance as laid down, are annexed and form part of this report.

CODE OF CONDUCT

The Company has a code of conduct and vigil mechanism, copies of the same have been posted on website of the Company.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

The Company has in place an anti-sexual harassment policy in line with the requirements of ''The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013''. During the year, no complaints were reported.

OCCUPATIONAL HEALTH & SAFETY AND ENVIRONMENTAL POLICY

For your Company safety, health and well-being of its employees and people working for it is of utmost importance. Your Company strives to take care of environment and for sustainable business development continues to develop and implement environmental management system to measure, control and reduce the environmental impact. Company''s operations are in compliance with all applicable regulations.

EMPLOYEES STOCK OPTION SCHEME

Details of Stock Options granted during the year under the ''JSL Employees Stock Option Scheme - 2005'' are annexed and form part of this report.

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

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo is annexed and form part of this report.

DIRECTORS'' RESPONSIBILITY STATEMENT

In compliance with Section 134 (5) of the Act, the Directors of your Company confirm :

i that the applicable Accounting Standards have been followed in the preparation of annual accounts and that there are no material departures;

ii that such accounting policies have been selected and applied consistently and the judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of your Company as at 31st March, 2015 and of the Profit of your Company for the year ended on that date;

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

iv that the annual accounts have been prepared on a going concern basis;

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

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

ACKNOWLEDGEMENTS

Your Board takes this opportunity to thank all its employees for their dedicated service and firm commitment to the goals of the Company. Your Board also wishes to place on record its sincere appreciation for the whole hearted support received from all Shareholders and other stakeholders, valued customers, banks, government and statutory authorities, investors and stock exchanges for their continued support to the Company. We look forward to continued support of all these partners in progress.

For and on behalf of the Board

S. D. Kshirsagar

Chairman Mumbai; 13th August, 2015


Mar 31, 2014

Dear members,

The Directors take pleasure in presenting the Thirty Ninth Annual Report on business and operations of the Company along with the Audited Statement of Accounts for the financial year ended 31st March, 2014.

FINANCIAL RESULTS

Performance of the Company, on standalone basis, for the financial year ended 31st March, 2014 is as summarized below:

(Rs. in Lacs)

2013-14 2012-13

Gross Turnover 3,38,268 2,84,219

Profit before tax 5,231 9,793

Provision for taxation including deferred tax (1,999) (3,310)

Profit after tax 3,232 6,483

Dividend - Equity - 658

- Preference Shares 25 1

Dividend Tax 4 107

Transfer to General Reserve 350 650

Transfer to Debenture Redemption Reserve 826 418

Surplus in the statement of Profit and Loss 2,027 4,649

PERFORMANCE HIGHLIGHTS

During FY 2014, against the backdrop of a challenging business environment, your Company reported a top-line growth of 19.72% over the previous year. At standalone level, the gross revenue from operations stood at Rs. 3,38,268 Lacs, as compared to Rs. 2,84,219 Lacs in the previous year. The operating profit before tax stood at Rs. 5,231 Lacs, as compared to Rs. 9,793 Lacs in the previous year. The net profit for the year stood at Rs. 3,232 Lacs, as compared to Rs. 6,483 Lacs in the previous year.

The consolidated gross revenue from operations for FY 2014 was placed at Rs. 3,69,297 Lacs, as compared to Rs. 3,05,302 Lacs in the previous year. The net loss for the year stood at Rs. 936 Lacs, as compared to a net profit of Rs. 3,779 Lacs in the previous year.

The total exports of the Company amounted to Rs. 1,03,485 Lacs (previous year Rs. 61,033 Lacs) representing about 30% of the net sales.

Supply of towers and structures were 87,587 MT during the year as compared to 72,181 MT in the previous year.

Order backlog at the end of the year was at Rs. 4,35,390 Lacs as compared to Rs. 4,41,200 Lacs at the end of the previous year.

DIVIDEND

Although your Company has earned profits during the year but considering the challenging times and growth strategy of the Company, the Board of Directors of your Company have decided to plough back the profits and thus, not recommended any dividend for the FY 2014.

However, your Directors recommend a dividend of Rs. 1 (Rs. 1 previous year) per share on preference shares of Rs. 100 each.

SHARE CAPITAL AND LISTING OF SHARES

During the year under review, your Company allotted 13,675 equity shares of Rs. 2 each to its employees against exercise of options granted to them under Employee Stock Option Scheme.

Pursuant to restructuring scheme approved by joint lender forum constituted under RBI guidelines, the Company is required to bring in contribution to the extent of Rs. 120 crores. Accordingly, members approval was sought to issue equity shares to Qualified Institutional Buyers under Qualified Institutional Placement route and now, approval of members is being sought vide requisite resolution at item no. 12 in the accompanying notice, to offer, issue and allot equity shares / warrants to promoters on preferential basis, within overall limit of Rs. 120 crores.

The equity of the Company are listed and traded in compulsory dematerialized form on the Bombay Stock Exchange Limited and the National Stock Exchange of India Limited. Your Company has paid Annual Listing fees to the Stock Exchanges and Depositories up-to-date.

DEBENTURES

During the year, your Company allotted secured Redeemable Non-Convertible Debentures aggregating to Rs. 3,304 lacs, on preferential basis.

SUBSIDIARY COMPANIES

During the year, a step down subsidiary company namely Jyoti Structures Kenya Limited was established in Kenya.

In view of the general exemption granted by the Ministry of Corporate Affairs from applicability of the provisions of Section 212 of the Companies Act, 1956, the stand-alone audited financial statements of the subsidiary companies are not attached to this report.

The statement pursuant to Section 212 of the Companies Act, 1956 relating to the subsidiary companies is attached and forms part of this report. Annual Accounts of subsidiary companies are available for inspection at the registered office of the Company. Copy of annual report of the subsidiary companies and related information, will be made available free of cost to the shareholders, on request.

The Audited Consolidated Financial Statements prepared in accordance with the prescribed accounting standards, form part of this Annual Report.

DIRECTORS

In accordance with the provisions of Section 152 of the Companies Act, 2013 (ACT) and the Company''s Articles of Association, Mr. S. H. Mirchandani and Mr. G. L. Valecha, Directors of the Company retire by rotation at the forthcoming Annual General Meeting and being eligible offer themselves for re-appointment.

Pursuant to the provisions of Section 161 of the Act, Mr. Kalpesh Kikani was appointed as an Additional Director of the Company with effect from 30th January 2014. The Company has received requisite notice in writing from a member proposing his name for the office of Director.

Pursuant to the provisions of Section 161 of the Act, Mr. Ashok Goyal was appointed as an Additional Director of the Company with effect from 18th August 2014. Approval of members for appointing him as the Joint Managing Director of the Company is being sought vide requisite resolution in the accompanying Notice dated 18th August 2014 convening the Annual General Meeting. The Company has received requisite notice in writing from a member proposing his name for the office of Director.

In accordance with the provisions of Section 149 and other applicable provisions of the Act, your Company is seeking appointment of Mr. S. D. Kshirsagar, Mr. T C. Venkat Subramanian, Mr. R. C. Rawal and Mr. V. M. Kaul as Independent Directors for three consecutive years.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Act and under Clause 49 of the Listing Agreement with the Stock Exchanges.

Brief profiles of Directors seeking appointment form part of Report on Corporate Governance.

The Board of Directors recommends the appointment of all the above Directors at the ensuing General Meeting.

AUDITORS AND AUDITORS'' REPORT

M/s. R. M. Ajgaonkar & Associates, Chartered Accountants, who are Statutory Auditors of the Company hold office upto the forthcoming Annual General Meeting and are recommended for re-appointment for the financial year 2014-15. As required under the provisions of Section 139 of the Act, the Company has obtained written confirmation from M/s. R. M. Ajgaonkar & Associates that their appointment, if made, would be in conformity with the limits specified in the said section.

Auditors comments on your Company''s accounts for the year ended 31st March, 2014 are self-explanatory in nature and do not require any explanation as per provisions of Section 134 (3) (f) of the Act.

The Company has appointed Mr. Narhar Krishnaji Nimkar, Cost Accountant, as the Cost Auditor to audit the cost accounts of the Company for the financial year 2014-15. The cost audit report for the financial year 2012-13 was filed with the Ministry of Corporate Affairs on 16th September, 2013.

DEPOSITS

The Company discontinued acceptance and renewal of fixed deposits from the public and shareholders with effect from 1st April, 2014. The Company has no overdue deposits other than unclaimed deposits.

TRANSFER TO INVESTOR EDUCATION & PROTECTION FUND

Pursuant to the provisions of

a. Section 205A (5) and 205C of the Companies Act, 1956, relevant amounts which remain unpaid or unclaimed for a period of 7 years have been transferred to Investor Education and Protection Fund; and

b. Investor Education and Protection Fund (Uploading of Information regarding unpaid and unclaimed amounts lying with Companies) Rules 2012, the Company has uploaded details of unpaid and unclaimed amounts lying with the Company as on 27th July, 2013 (date of last Annual General Meeting) on the website of the Company (www.isl.in), as also on the Ministry of Corporate Affairs'' website.

PARTICULARS AS PER SECTION 217 OF THE COMPANIES ACT, 1956

The information required under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975 forms part of this report. However, as per the provisions of Section 219 (1) (b) (iv) of the Companies Act, 1956 the report and accounts are being sent excluding the statement containing the particulars of employees drawing remuneration as provided under Section 217 (2A) of the Companies Act, 1956. Any member interested in obtaining such particulars may write to Company Secretary for a copy thereof.

A Statement pursuant to Section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988 forms part of this report, as Annexure.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement, the Management''s Discussion and Analysis, the Corporate Governance Report, together with Auditors'' Certificate on compliance with the conditions of Corporate Governance as laid down, forms part of this report, as an Annexure.

CODE OF CONDUCT

Your company is committed to conducting its business in accordance with the applicable laws, rules and regulations and the highest standards of business ethics. In recognition thereof, the Board of Directors has implemented a Code of Conduct for adherence by the Directors and Senior Management Personnel of the Company. This helps in dealing with ethical issues and also in fostering a culture of accountability and integrity.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

During the year, your Directors have constituted a Corporate Social Responsibility Committee (CSR Committee) comprising of Mr. S. D. Kshirsagar as the Chairman and Mr. T C. Venkat Subramanian, Mr. V. M. Kaul and Mr. R. C. Rawal as other members.

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

OCCUPATIONAL HEALTH & SAFETY AND ENVIRONMENTAL POLICY

Your Company is conscious of the importance of environmentally clean and safe operations. Company conducts self-assessment of operational discipline at all sites, with total involvement of employees, to increase awareness, improve standards and to measure implementing improvement.

In its pursuit of excellence in environmental management towards sustainable business development, your Company continues to be committed to develop and implement Environmental Management System (EMS) to measure, control and reduce the environmental impact. Your Company is committed to achieve a culture of ''No Harm'' based on proactive, monitoring, review, corrective and preventive measures.

EMPLOYEES STOCK OPTION SCHEME

Pursuant to the provisions of the Securities and Exchange Board of India (Employees Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 as amended, the details of Stock Options as on 31st March, 2014 under the ''Jyoti Structures Limited Employees Stock Option Scheme'' form part of this report, as Annexure.

DIRECTORS'' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statement in terms of Section 217(2AA) of the Companies Act, 1956:

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

ii the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit or loss of the company for that period;

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

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

ACKNOWLEDGEMENTS

Your Directors take this opportunity to thank all its shareholders and other stakeholders, valued customers, banks, government and statutory authorities, investors and stock exchanges for their continued support to the Company. Your Directors also wish to place on record their deep sense of appreciation for the committed services by your Company''s employees.

For and on behalf of the Board

S. D. Kshirsagar Chairman

Mumbai; 18th August, 2014


Mar 31, 2013

The Directors take pleasure in presenting the Thirty Eighth Annual Report on business and operations of the Company along with the Audited Statement of Accounts for the financial year ended 31st March, 2013.

FINANCIAL RESULTS

Performance of the Company, on standalone basis, for the financial year ended 31st March, 2013 is as summarized below: (Rs. in Lacs)

2012-13 2011-12

Gross Turnover 2,84,219 2,64,779

Profit before tax 9,793 12,857

Provision for taxation including deferred tax (3,305) (4,303)

Profit after tax 6,488 8,554

Dividend - Equity Shares 658 904

- Preference Shares 1

Dividend Tax 107 147

Transfer to General Reserve 650 864

Transfer to Debenture Redemption Reserve 418

Surplus in the statement of Profit and Loss 4,654 6,639

PERFORMANCE HIGHLIGHTS

- Gross turnover for the year under review was Rs. 2,84,219 Lacs, an increase of 7.34% as compared to Rs. 2,64,779 Lacs in the previous year.

- Profit after tax decreased by 24.15% at Rs. 6,488 Lacs against Rs. 8,554 Lacs in the previous year.

- Supply of towers and structures were 72,181 MT during the year as compared to 1,00,105 MT in the previous year.

- Order backlog at the end of the year was at Rs. 4,41,200 Lacs as compared to Rs. 4,34,831 Lacs at the end of the previous year.

With thrust on export marketing, following contracts have been secured, which are mostly funded by multilateral funding agencies.

(Rs. in Lacs)

S No. Project Description Location Value

1. 400 and 220 kV Transmission Lines and Sub Stations Kenya 48,242

2. 220 kV Transmission Lines Uganda 18,660

3. 400 kV Transmission Line Tanzania 37,868

4. 400 kV Transmission Line Namibia 13,455

5. 132 kV Transmission Line Nigeria 9,987

6. 500 kV Transmission Line Egypt 13,055

7. 220 kV Sub Station Tajikistan 3,118

8. 287 kV Tower Supply Canada 2,160

9. 138 kV Tower Supply Philippines 3,588

DIVIDEND

Your Directors recommend a dividend of

- Rs. 0.80 (Rs. 1.10 Previous year ) per share for the year ended 31st March, 2013 on 8,22,60,147 equity shares of Rs. 2 each; and

- Rs. 1 ( Nil for Previous year ) per share for the year ended 31st March, 2013 on 25,00,000 preference shares of Rs. 100 each. SHARE CAPITAL AND LISTING OF SHARES

During the year under review, your Company allotted

- 46,250 equity shares of Rs. 2 each to its employees against exercise of options granted to them under Employee Stock Option Scheme; and

- 25,00,000 preference shares of Rs. 100 each on preferential basis to a strategic investor.

The equity of the Company are listed and traded in compulsory dematerialized form on the Bombay Stock Exchange Limited and the National Stock Exchange of India Limited. Your Company has paid Annual Listing fees to the Stock Exchanges and Depositories up-to-date.

DEBENTURES

Your Company allotted unlisted secured Redeemable Non-Convertible Debentures aggregating to Rs. 16.70 crore, on preferential basis.

JOINT VENTURE

During the year, Lauren Jyoti Private Limited, a Joint Venture company, successfully executed a 50 MWe Solar Thermal Power Plant at Village-Naukh, District-Jaisalmer, Rajasthan.

SUBSIDIARY COMPANIES

During the year, step down subsidiary companies namely Jyoti Structures Canada Limited and Jyoti Structures Namibia (Pty.) Limited were established in Canada and Namibia, respectively.

In view of the general exemption granted by the Ministry of Corporate Affairs from applicability of the provisions of Section 212 of the Companies Act, 1956 (''Act''), standalone audited financial statements of the subsidiary companies are not attached to this report.

The statement pursuant to Section 212 of the Act relating to subsidiary companies is attached and forms part of this report. Annual Accounts of subsidiary companies are available for inspection at the registered office of the Company. Copy of annual report of the subsidiary companies and related information, will be made available free of cost to the shareholders, on request.

The Audited Consolidated Financial Statements prepared in accordance with the prescribed accounting standards, forms part of this Annual Report.

DIRECTORS

The Board of Directors of the Company at its meeting held on 30th January, 2013, subject to approval of the shareholders, effective 1st April, 2013 have appointed Mr. K. R. Thakur, as a Whole-time Director of the Company.

In accordance with provisions of Section 260 of the Act, effective 22nd April, 2013, Mr. Vijay Mohan Kaul was co-opted as an additional director of the Company. The Company has received requisite notice in writing from a member proposing his candidature for the office of Director.

In accordance with the provisions of the Act and that of Articles of Association of the Company, Mr. R. C. Rawal and Mr. S. D. Kshirsagar, Directors of the Company, retire by rotation and being eligible, offer themselves for re-appointment.

Brief profiles of Directors seeking appointment forms part of Report on Corporate Governance.

The Board of Directors recommends the appointment of all the above Directors at the ensuing general meeting.

AUDITORS AND AUDITORS'' REPORT

Pursuant to the provisions of Section 224 of the Companies Act, 1956, R. M. Ajgaonkar & Associates the retiring auditors of the Company offer themselves for re-appointment.

Auditors comments on your Company''s accounts for the year ended 31st March, 2013 are self-explanatory in the nature and do not require any explanation as per provisions of Section 217 (3) of the Companies Act, 1956.

The Company has appointed Mr. Narhar Krishnaji Nimkar, Cost Accountant, as the Cost Auditor to audit the cost accounts of the Company for the financial year 2013-14. The cost audit report for the financial year 2011-12 which was due to be filed with the Ministry of Corporate Affairs on 28th February, 2013 was filed on 14th January, 2013.

DEPOSITS

During the year, the Company accepted deposits from the public and as on 31st March, 2013 fixed deposits stood at Rs. 98.24 crore. There were no deposits due for repayment on maturity which remained unclaimed by the depositors as on 31st March, 2013.

TRANSFER TO INVESTOR EDUCATION & PROTECTION FUND

Pursuant to the provisions of

a. Section 205A (5) and 205C of the Companies Act, 1956, relevant amounts which remain unpaid or unclaimed for a period of 7 years have been transferred to Investor Education and Protection Fund; and

b. Investor Education and Protection Fund (Uploading of Information regarding unpaid and unclaimed amounts lying with Companies) Rules, 2012, the Company has uploaded the details of unpaid and unclaimed amounts lying with the Company as on 23rd July, 2012 (date of last Annual General Meeting) on the website of the Company (www.jsl.in), as also on the Ministry of Corporate Affairs website.

PARTICULARS AS PER SECTION 217 OF THE COMPANIES ACT, 1956

The information required under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 forms part of this report. However, as per the provisions of Section 219 (1) (b) (iv) of the Act, the report and accounts are being sent excluding the statement containing the particulars of employees drawing remuneration as provided under Section 217 (2A) of the Act. Any member interested in obtaining such particulars may write to Company Secretary for a copy thereof.

A Statement pursuant to Section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 forms part of this report, as Annexure.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement, the Management''s Discussion and Analysis, the Corporate Governance Report, together with Auditors'' Certificate on compliance with the conditions of Corporate Governance as laid down, forms part of this report, as an Annexure.

CODE OF CONDUCT

Your company is committed to conducting its business in accordance with the applicable laws, rules and regulations and the highest standards of business ethics. In recognition thereof, the Board of Directors have implemented a Code of Conduct for adherence by the Directors and Senior Management Personnel of the Company. This helps in dealing with ethical issues and also in fostering a culture of accountability and integrity.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Occupational Health & Safety and Environmental Policy

Your Company is striving to achieve no accident across all locations. Several safety programmes were held during the year to increase awareness, improve standards and to inculcate safety leadership amongst line managers. Safety induction training for contract workers is now a regular practice at all sites.

During the year, Apex Safety Committee declared Indore Dahod transmission line project and Jabalpur sub-station project as "Best Safety Conscious site" and awarded rolling trophy to ingrain safety culture.

Social Welfare and Community Development

Your Company continues to engage with local communities around its operations and support social welfare and community development missions to make a positive difference in the communities in which we live and work.

During the year the Company;

- constructed a bore well, developed road for villagers and electrification of school in Malkangiri District, Orissa; and

- constructed a Temple in Kudus, Maharashtra

EMPLOYEES STOCK OPTION SCHEME

Pursuant to the provisions of the Securities and Exchange Board of India (Employees Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 as amended, the details of Stock Options as on 31st March, 2013 under the ''Jyoti Structures Limited Employees Stock Option Scheme'' form part of this report, as Annexure.

DIRECTORS'' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statement in terms of Section 217(2AA) of the Companies Act, 1956:

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

ii the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit or loss of the company for that period;

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

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

ACKNOWLEDGEMENTS

Your Directors would like to acknowledge contribution and place on record their sincere appreciation for the continued support and co-operation received from all stakeholders, which has always been a source of strength for the Company.

The employee relations continued to be cordial throughout the year. Your Directors wish to place on record their sincere appreciation to all employees for their commitment and continued contribution to the Company.

For and on behalf of the Board

S. D. Kshirsagar

Mumbai; 25th June, 2013 Chairman


Mar 31, 2012

The Directors take pleasure in presenting the Thirty Seventh Annual Report on business and operations of the company along with the Audited Statement of Accounts for the financial year ended 31st March, 2012.

FINANCIAL RESULTS

Performance of the company, on standalone basis, for the financial year ended 31st March, 2012 is as summarized below:

(Rs in Lacs) 2011-12 2010-11

Gross Turnover 2,64,779 2,46,081

Profit before tax 12,857 16,736

Provision for taxation including deferred tax (4,303) (5,645)

Profit after tax 8,554 11,091

Surplus as per last year Balance Sheet 27,029 24,613

Excess/(Short) Provision of Taxes for earlier years (1,325) (3)

Proposed dividend 904 1,232

Tax on proposed dividend 147 200

Transfer to General Reserve 864 1,200

Transfer to Debenture Redemption Reserve - 6,044

Net Surplus in the statement of Profit and Loss 32,343 27,029

PERFORMANCE HIGHLIGHTS

- Gross turnover for the year under review was Rs 2,64,779 Lacs, an increase of 7.59% as compared to Rs 2,46,081 Lacs in the previous year.

- Profit after tax decreased by 22.87% at Rs 8,554 Lacs against Rs 11,091 Lacs in the previous year.

- Supply of towers and structures were 1,00,105 MT during the year as compared to 1,50,985 MT in the previous year.

- Order backlog at the end of the year was at Rs 4,34,831 Lacs as compared to Rs 4,32,700 Lacs at the end of the previous year.

- The company is in the final stage of completing 1,500 Km long, Western Region Strengthening System in Maharashtra and Gujarat, a first private investment transmission line project, for a private sector company in India.

- The company''s subsidiary in South Africa has successfully completed, well in time, Beta-Perseus 765 kV single circuit transmission line project. With this Jyoti has established its presence in the South African Market.

DIVIDEND

Your Directors recommend a dividend of Rs 1.10 per equity share for the year ended 31st March, 2012 on 8,22,13,897 equity shares of Rs 2/- each.

In the previous year, the company paid a dividend of Rs 1.50 per equity share of Rs 2 each, which included payment of one-time ''Special Dividend'' of Rs 0.40 for the company crossing Rs 100 crores net profit.

SHARE CAPITAL AND LISTING OF SHARES

During the year under review, your company allotted 87,100 equity shares of Rs 2 each to its employees against exercise of options granted to them under Employee Stock Option Scheme. In addition to this, the company allotted 682 equity shares of Rs 2/- each, on exercising conversion right by the warrant holders.

The securities of the company are listed and traded in compulsory dematerialized form on the Bombay Stock Exchange Limited and the National Stock Exchange of India Limited. Your company has paid the Annual Listing fees to the Stock Exchanges and Depositories up-to-date.

JOINT VENTURE

During the year, your company has entered into a venture with Lauren Engineers & Constructors Inc., a leading EPC contractor in the United States of America and established a joint venture company namely ''Lauren Jyoti Private Limited''. Lauren Jyoti is currently executing a 50 MW Solar Thermal Power Plant at Village-Naukh District-Jaisalmer, Rajasthan.

SUBSIDIARY COMPANIES

During the year, Jyoti Americas LLC has established an ultra-modern tower manufacturing facility near Houston, Texas, USA and trial production has stabilized and commercial production has commenced in April, 2012.

In view of the general exemption granted by the Ministry of Corporate Affairs from applicability of the provisions of Section 212 of the Companies Act, 1956 (''Act''), the stand-alone audited financial statements of the subsidiary companies are not attached to this report.

The statement pursuant to Section 212 of the Act relating to the subsidiary companies is attached and forms part of this report.

Copies of annual report of the subsidiary companies and related information, will be made available free of cost to the shareholders, on request.

The Annual Accounts of subsidiary companies are available for inspection at the registered office of the company.

The Audited Consolidated Financial Statements prepared in accordance with the prescribed accounting standards, form part of this Annual Report.

DIRECTORS

In accordance with the provisions of the Act and that of Articles of Association of the company, Mr. A. J. Khan and Mr. S. H. Mirchandani, Directors of the company, retire by rotation and being eligible, offer themselves for re-appointment.

Brief profiles of Directors seeking re-appointment form part of Report on Corporate Governance.

The Board of Directors recommends the re-appointments of all the above Directors at the ensuing general meeting.

AUDITORS AND AUDITORS'' REPORT

M/s. R. M. Ajgaonkar & Associates, statutory auditors of the company retire and offer themselves for re-appointment as the statutory auditors of the company, pursuant to Section 224 of the Companies Act, 1956.

Auditors comments on your company''s accounts for the year ended 31st March, 2012 are self-explanatory in nature and do not require any explanation as per provisions of Section 217 (3) of the Companies Act, 1956.

DEPOSITS

The company has not accepted any deposits within the meaning of Section 58 A of the Act, during the year under review. PARTICULARS AS PER SECTION 217 OF THE COMPANIES ACT, 1956

The information required under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975 forms part of this report. However, as per the provisions of Section 219 (1) (b) (iv) of the Act, the report and accounts are being sent excluding the statement containing the particulars to be provided under Section 217 (2A) of the Act. Any member interested in obtaining such particulars may write to Company Secretary for a copy thereof.

A Statement pursuant to Section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988 forms part of this report, as Annexure.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement, the Management''s Discussion and Analysis, the Corporate Governance Report, together with Auditors'' Certificate on compliance with the conditions of Corporate Governance as laid down, forms part of this report, as an Annexure.

CODE OF CONDUCT

Your company is committed to conducting its business in accordance with the applicable laws, rules and regulations and the highest standards of business ethics. In recognition thereof, the Board of Directors have implemented a Code of Conduct for adherence by the Directors and Senior Management Personnel of the company. This helps in dealing with ethical issues and also in fostering a culture of accountability and integrity.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Occupational Health & Safety and Environmental Policy

Your company is committed to achieve ''Zero Accident Goal'' across all locations through training programmes addressing critical areas of operations. Safety First Campaign, National Safety Week, Refresher Safety programmes were held during the year to increase awareness, improve standards and to inculcate safety leadership amongst line managers. Safety induction training for contract workers is now a regular practice at all sites.

To emphasize on values of safety, an ''Apex Safety Committee'' has been constituted comprising of two independent Directors and the Managing Director. ''Best Safety Construction Team'' has been awarded rolling trophy to ingrain safety culture at construction sites.

Social Welfare and Community Development

Your company continues to engage with local communities around its operations and support social welfare and community development missions to improve the quality of their daily lives and the environment they live in.

EMPLOYEES STOCK OPTION SCHEME

Pursuant to the provisions of the Securities and Exchange Board of India (Employees Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 as amended, the details of Stock Options as on 31st March, 2012 under the ''Jyoti Structures Limited Employees Stock Option Scheme'' form part of this report, as Annexure.

Considering the accomplishment of ESOS 2005, and to continue to motivate and reward the performers, your company is in the process of implementing ESOS 2011.

DIRECTORS'' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statement in terms of Section 217(2AA) of the Companies Act, 1956:

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

ii the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit or loss of the company for that period;

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

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

ACKNOWLEDGEMENTS

Your Directors would like to acknowledge contribution and place on record their sincere appreciation for the continued support and co-operation received from all stakeholders including customers, shareholders, suppliers, bankers and financial institutions.

Your Directors wish to place on record their sincere appreciation to all employees for their commitment and continued contribution to the company.

For and on behalf of the Board

S. D. KSHIRSAGAR

Mumbai; 15th June, 2012 Chairman


Mar 31, 2011

The Directors take pleasure in presenting the Thirty Sixth Annual Report on business and operations of the company along with the Audited Statement of Accounts for the financial year ended 31st March, 2011.

FINANCIAL RESULTS

Performance of the company, on stand alone basis, for the financial year ended 31st March, 2011 is as summarized below:

(Rs. in Million)

2010-11 2009-10

Gross Turnover 24,608 20,633

Profit before tax 1,674 1,444

Provision for taxation including deferred tax (565) (525)

Profit after tax 1,109 919

Excess/(Short) Provision of Taxes for earlier years - (9)

Balance b/f from previous year 2,461 1,741

Balance in Profit & Loss A/c of Amalgamating company - 6

Profit available for appropriation 3,570 2,657

Proposed dividend 123 82

Tax on proposed dividend 20 14

Transfer to General Reserve 120 100

Transfer to Debenture Redemption Reserve 604 -

Balance carried to Balance Sheet 2,703 2,461

PERFORMANCE HIGHLIGHTS

- Gross turnover for the year under review increased by 19.26% to Rs.24,608 million, as against Rs.20,633 million, during the previous year.

- Profit after tax grew by 20.66% to Rs.1,109.09 million as against Rs.919.17 million, in the previous year.

- During the year, record supply of towers and structures at 150,985 MT, as against 118,555 MT in the previous year, was achieved by the company.

- Order backlog at the end of the year was at Rs.43,270 million as compared to Rs.41,000 million at the end of the previous year.

- The company is in the final stage of completing a 1,000 Km long, 500 kV High Voltage Direct Current transmission line project for a private sector client in India in a record time.

- Despite experiencing challenges in execution of the first contract in South Africa, companys subsidiary has secured two more contracts from the same customer. These contracts are progressing satisfactorily. The company is now on firm ground in this emerging African market.

DIVIDEND

Your Directors recommend a dividend of Rs.1.10 per share for the year ended 31st March, 2011 on 8,21,33,540 equity shares of Rs. 2 each.

In addition, your Directors also recommend a special dividend of Re.0.40 per share for the company crossing Rs.100 crores net profit for the first time. Thus, total dividend recommended for the year ended 31st March, 2011 is Rs.1.50 per share.

In the previous year, the company paid a dividend of Re.1 per equity share of Rs. 2 each.

SHARE CAPITAL AND LISTING OF SHARES

During the year under review, your company allotted 121,700 equity shares of Rs. 2 each to its employees against exercise of options granted to them under Employees Stock Option Scheme.

During the year, your company issued and allotted 10,072,005 Non-Convertible Debentures of face value of Rs.120 each aggregating to Rs.1,208.64 million with 20,144,010 Detachable Warrants on Rights basis.

The proceeds of the Rights Issue have been utilized towards the repayment / pre-payment of working capital loans obtained from banks.

The securities of the company are listed and traded in compulsory dematerialized form on the Bombay Stock Exchange Limited and the National Stock Exchange of India Limited. Your company has paid the Annual Listing fees to the Stock Exchanges and Depositories.

SUBSIDIARY COMPANIES

During the year under review, your company has formed 100% wholly owned subsidiary company viz. Jyoti Holdings Inc. in United States of America and formed a step down subsidiary company viz. Jyoti Americas LLC. Jyoti Americas LLC is setting up an ultra-modern tower manufacturing facility near Houston, Texas. The facility will have a production capacity of 3,000 MT per month on two shift basis.

In view of the general exemption granted by the Ministry of Corporate Affairs from applicability of the provisions of Section 212 of the Companies Act, 1956 (Act), the stand alone audited financial statements of the subsidiary companies are not attached to this report. As per the general exemption, a statement containing brief financial details of the companys subsidiaries for the year ended 31st March, 2011 is included in the Annual Report.

Copies of annual report of the subsidiary companies and related information, will be made available free of cost to the shareholders, on request.

Annual Accounts of the subsidiary companies are available for inspection at registered office of the company.

Audited Consolidated Financial Statements prepared in accordance with prescribed accounting standards, form part of this Annual Report.

DIRECTORS

In accordance with provisions of Section 260 of the Act, effective 1st November, 2010 Mr. T. C. Venkat Subramanian was co-opted as an additional director of the company. The company has received requisite notice in writing from a member proposing his candidature for the office of Director.

In accordance with provisions of the Act and that of Articles of Association of the company, Mr. S. D. Kshirsagar and Mr. G. L. Valecha, Directors of the company, retire by rotation and being eligible, offer themselves for re-appointment.

Brief profiles of Mr. T.C. Venkat Subramanian and Directors seeking re-appointment form part of Report on Corporate Governance.

The Board of Directors recommends the appointment / re-appointments of all the above Directors at the ensuing general meeting.

AUDITORS AND AUDITORS REPORT

M/s. R. M. Ajgaonkar & Associates, statutory auditors of the company retire and offer themselves for re-appointment as statutory auditors of the company, pursuant to Section 224 of the Companies Act, 1956.

Auditors comments on your companys accounts for the year ended 31st March, 2011 are self-explanatory in nature and do not require any explanation as per provisions of Section 217 (3) of the Companies Act, 1956.

DEPOSITS

The company has not accepted any deposits within the meaning of Section 58 A of the Act, during the year under review.

PARTICULARS AS PER SECTION 217 OF THE COMPANIES ACT, 1956

The information required under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 forms part of this report. However, as per the provisions of Section 219 (1) (b) (iv) of the Act, the report and accounts are being sent excluding the statement containing the particulars to be provided under Section 217 (2A) of the Act. Any member interested in obtaining such particulars may write to Company Secretary for a copy thereof.

A Statement pursuant to Section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 forms part of this report, as Annexure.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement, the Managements Discussion and Analysis, the Corporate Governance Report, together with Auditors Certificate on compliance with the conditions of Corporate Governance as laid down, forms part of this report, as an Annexure.

CODE OF CONDUCT

Your company is committed to conducting its business in accordance with the applicable laws, rules and regulations and the highest standards of business ethics. In recognition thereof, the Board of Directors have implemented a Code of Conduct for adherence by the Directors and Senior Management Personnel of the company. This helps in dealing with ethical issues and also in fostering a culture of accountability and integrity.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Occupational Health & Safety and Environmental Policy

Your company accords high priority to Environment, Health & Safety and have adopted Occupational Health & Safety (OH&S) and Environmental Policies

- to improve the safety of employees and contractors;

- to make the organisation a safe work place; and

- to comply with environmental standards and legislations.

All the manufacturing units have received certificate for ISO:1401:2004 and all units have been awarded OHSAS:18001:2007 certification for health and safety system.

Across all locations, safety standards and procedures are in place to ensure safety of man & machines.

Social Welfare and Community Development

Your company is committed to CSR and continues to support the following social welfare and community development measures:

- development of village roads;

- maintenance of parks;

- providing water supply connections to villagers;

- imparting training and providing employment to locals; and

- organizing blood donation camps.

EMPLOYEES STOCK OPTION SCHEME

Pursuant to the provisions of the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 as amended, the details of Stock Options as on 31st March, 2011 under the Jyoti Structures Limited Employees Stock Option Scheme form part of this report, as Annexure.

To attract, reward, motivate, retain and to remain competitive in the talent market, your company plans to introduce Employees Stock Option Scheme - 2011. Details of the scheme are provided in the accompanying notice.

DIRECTORS RESPONSIBILITY STATEMENT

As stipulated in section 217 (2AA) of the Companies Act, 1956, your Directors subscribe to the Directors Responsibility Statement and confirm that:

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

ii the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit or loss of the company for that period;

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

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

ACKNOWLEDGEMENTS

Your Directors would like to acknowledge contribution and place on record their sincere appreciation of the continued support and co-operation received from all stakeholders including customers, shareholders, suppliers, bankers and financial institutions.

The Directors recognize and appreciate the efforts and hard work of all the employees of the company and their continued contribution to success of your company.

For and on behalf of the Board

S. D. KSHIRSAGAR

Chairman Mumbai; 27th May, 2011


Mar 31, 2010

The Directors have pleasure in presenting the Thirty Fifth Annual Report on the business and operations of the company along with the Audited Statement of Accounts for the financial year ended 31st March, 2010.

FINANCIAL RESULTS

The performance of the company, on standalone basis, for the financial year ended 31st March, 2010 is as summarized below:

(Rs. in Million)

2009-10 2008-09

Gross Turnover 20,633 17,385

Profit before tax 1,444 1,264

Provision for taxation including deferred tax (525) (466)

Profit after tax 919 798

Excess/(Short) Provision of Taxes for earlier years (9) 0

Balance b/f from previous year 1,741 1,129

Balance in Profit & Loss A/c of Amalgamating company 6 0

Profit available for appropriation 2,657 1,927

Proposed dividend 82 74

Tax on proposed dividend 14 12

Transfer to General Reserve 100 100

Balance carried to Balance Sheet 2,461 1,741

During the year, the company recorded highest supply of towers and structures at 118,555 MT, as against 85,377 MT in the previous year.

Gross turnover for the year increased by 18.68% at Rs.20,633 million, as against Rs.17,385 million, during the previous year. The profit after tax grew by 15% to Rs.919.17 million, as against Rs.797.44 million, in the previous year.

Despite global economic challenges, your company has held out against the tide, and delivered reasonable performance. This was possible because of focused management approach, efficient project management, control of cost and prudent financial and human resource management.

Your companys efforts to maintain operational efficiencies and grow business through strategic ventures will continue. The order backlog at the end of the year was healthy at Rs.41,000 million, compared to Rs. 36,000 at the end of the previous year. With comfortable order book position, the company is well placed to manage its growth momentum.

DIVIDEND

Commensurate with the performance of the company, your Directors are pleased to recommend a dividend of Re.1 per Equity Share of Rs.2 each (Re.0.90 for the previous year) for the year ended 31st March, 2010.

Amalgamation of JSL Structures Limited with Jyoti Structures Limited

With a view to consolidate manufacturing facilities and for better administration, control and management your Directors had decided to amalgamate JSL Structures Limited, a wholly owned subsidiary of your company, with itself with effect from 1st April, 2009.

Your Directors wish to inform you that JSL Structures got amalgamated with the company pursuant to an order dated 30th April, 2010 passed by the Honble High Court of Judicature at Bombay. The scheme of amalgamation was filed with the Registrar of Companies, Maharashtra, Mumbai on 11th May, 2010 and the scheme became effective. In view of the above, the audited accounts of the company comprises of the accounts of the merged entity.

CAPITAL

Pursuant to merger of JSL Structures Limited, the Authorised Capital of the company has increased to Rs.850 million divided into 175,000,000 Equity Shares of Rs.2 each and 5,000,000 Redeemable Preference shares of Rs.100 each.

During the year, there has been an increase in the capital by 332,575 Equity Shares of Rs.2 each on account of allotments made under Employees Stock Option Scheme to option holders exercising their right on vesting of options.

The company proposes to issue securities to the extent of Rs. 4,000 million to Qualified Institutional Buyers (QIBs) in accordance with SEBI (ICDR) Regulations, 2009, as per details provided in the accompanying notice.

SUBSIDIARY COMPANIES

For the year under review, no business was transacted in JSL Corporate Services Limited and Jyoti Energy Limited.

Jyoti Structures Africa (Pty) Limited

The company successfully completed the projects awarded by Eskom and Nam Power.

Gross turnover of the company stood at ZAR 219.97 million (equivalent to Rs. 1,302.22 million) and net loss was ZAR 18.64 million (equivalent to 110.35 million). The loss was mainly on account of extended period of execution of 765 kV Majuba Umfolozi Line Sec A, which was mainly due to working in tough terrains and hostile weather conditions including unprecedented heavy rains.

Ministry of Corporate Affairs, Government of India, vide order No. 47/222/2010 – CL – III dated 8th April, 2010, has accorded approval under Section 212 (8) of the Companies Act, 1956, exempting the company from attaching the accounts of the above subsidiary companies. However, the consolidated accounts are attached with the accounts of your company.

The copy of annual report of the above subsidiary companies and related information, will be made available free of cost to the shareholders, on request.

DIRECTORS

On 31st March, 2010, the term of Mr. K. R. Thakur as a Managing Director of the company concluded. At the instance of Mr. Thakur and on recommendation of the Remuneration Committee, the Board of Directors of the company at its meeting held on 26th March, 2010, subject to approval of the shareholders, effective 1st April, 2010 reorganized and appointed Mr. Prakash Thakur, as an Executive Vice Chairman, Mr. Santosh Nayak, as Managing Director and Mr. K. R. Thakur, as a Whole-time Director of the company, and revised the terms of appointment including remuneration payable to them. The Board places on record their sincere appreciation for the distinguished services rendered by Mr. K. R. Thakur, as a Managing Director of the company, since November, 1988.

Mr. R. C. Rawal was appointed as an additional director of the company, effective 25th January, 2010. In terms of Section 260 of the Companies Act, 1956, he shall hold office upto the date of the ensuing Annual General Meeting. The company has received requisite notice in writing from a member proposing his candidature for the office of Director.

Mr. P. A. Sethi, has resigned from the Board, effective 6th February, 2010. The Board places on record its sense of appreciation for the contribution made by Mr. P. A. Sethi during his tenure as a Director of the company.

In accordance with the provisions of the Companies Act, 1956, Mr. A. J. Khan and Mr. S. H. Mirchandani, Directors of the company, retire by rotation and being eligible, offer themselves for re-appointment.

The Board of Directors recommends the appointment / re-appointments of all the above Directors at the ensuing general meeting.

AUDITORS AND AUDITORS REPORT

M/s. R. M. Ajgaonkar & Associates, statutory auditors of the company retire and offer themselves for re-appointment as the statutory auditors of the company, pursuant to Section 224 of the Companies Act, 1956.

Auditors comments on your companys accounts for the year ended 31st March, 2010 are self explanatory in nature and do not require any explanation as per provisions of Section 217 (3) of the Companies Act, 1956.

DEPOSITS

The company has not accepted any deposits within the meaning of Section 58 A of the Companies Act, 1956, during the year under review.

PARTICULARS AS PER SECTION 217 OF THE COMPANIES ACT, 1956

The information required under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975 forms part of this report. However, as per the provisions of Section 219(1) (b)(iv) of the Act, the report and accounts are being sent excluding the statement containing the particulars to be provided under Section 217(2A) of the Act. Any member interested in obtaining such particulars may write to Company Secretary for a copy thereof.

A Statement pursuant to Section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988 forms part of this report, as Annexure.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement, the Management Discussions and Analysis, the Corporate Governance Report, together with Auditors Certificate on compliance with the conditions of Corporate Governance as laid down, forms part of this report, as Annexure.

CODE OF CONDUCT

Your company is committed to conducting its business in accordance with the applicable laws, rules and regulations and highest standards of business ethics. In recognition thereof, the Board of Directors have implemented a Code of Conduct for adherence by the Directors and Senior Management Personnel of the company. This helps in dealing with ethical issues and also in fostering a culture of accountability and integrity.

EMPLOYEES STOCK OPTION SCHEME

Pursuant to the provisions of the Securities and Exchange Board of India (Employees Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 as amended, the details of Stock Options as on 31st March, 2010 under the Jyoti Structures Limited Employees Stock Option Scheme form part of this report, as Annexure.

DIRECTORS RESPONSIBILITY STATEMENT

As stipulated in section 217 (2AA) of the Companies Act, 1956, your Directors subscribe to the Directors Responsibility Statement and confirm that:

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

ii the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit or loss of the company for that period;

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

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

ACKNOWLEDGEMENTS

The Directors wish to place on record their sincere appreciation for the continued support and co-operation by all stakeholders including customers, shareholders, suppliers, bankers and financial institutions.

Your Directors also acknowledge and thank the employees of the company at all levels for their valuable contribution and dedicated efforts in steering the company to deliver passable performance for yet another year in succession, despite tough market conditions.

For and on behalf of the Board

Mumbai; 18th August, 2010 S. D. KSHIRSAGAR

Chairman


Mar 31, 2009

The Directors have pleasure in presenting the Thirty Fourth Annual Report of your company along with the Audited Accounts for the year ended 31st March, 2009.

FINANCIAL RESULTS

Performance of the company during the year was satisfactory with all divisions contributing to the growth momentum. The company has maintained growth in domestic as well as international markets.

Gross turnover of the company increased by 24% and stood at Rs. 17,385 million as compared to Rs. 13,992 million in the previous year.

The profit after tax was at Rs.797.43 million, compared to Rs.724.14 million during 2007-08.

The summarized financial figures are given below:

(Rs. in Million)

2008-09 2007-08

Gross Turnover 17,385 13,992

Profit before tax 1,264 1,203

Provision for taxation

including deferred tax (466) (479)

Profit after tax 798 724

Prior period adjustments 0 (46)

Balance b/f from previous year 1,129 627

Profit available for appropriation 1,927 1,305

Proposed dividend 74 65

Tax on proposed dividend 13 11

Transfer to General Reserve 100 100

Balance carried to Balance Sheet 1,740 1,129

The company continues to have a comfortable order book position signifying growth momentum. The order backlog at the end of the year was Rs.36,000 million.

CAPITAL

During the year, the company allotted 489,000 Equity Shares of Rs. 2 each to the employees exercising their right on vesting of options granted under Employees Stock Option Scheme.

DIVIDEND

Considering the performance and to appropriately reward the members while conserving resources to meet the future financial requirements, the Board of Directors recommends a dividend of Rs. 0.90 per Equity Share of Rs.2 each (Rs.0.80 per Equity Share of Rs.2 each for the previous year) on the enhanced Paid-up Share Capital of Rs.163.49 million.

SUBSIDIARY COMPANIES

JSL Structures Limited

Gross turnover of the company increased by 22% and stood at Rs. 212.50 million as compared to Rs. 174.78 million in the previous year.

The profit after tax was at Rs. 43.81 million, compared to Rs. 21.10 million in the previous year.

JSL Corporate Services Limited

For the year under review, no business was transacted in this company.

Jyoti Energy Limited

For the year under review, no business was transacted in this company.

Jyoti Structures Africa (Pty.) Limited

Being the first year of operation, the company has completed major portion of the project awarded by Eskom and NamPower.

Gross turnover of the company stood at ZAR 603.87 million (equivalent to Rs. 3,206.55 million) and profit after tax was at ZAR 1.06 million (equivalent to Rs.5.62 million).

The company has been exempted from attaching the annual report and accounts of its subsidiary companies. The annual report and accounts of the above mentioned subsidiary companies are kept at the registered office of the company and shareholders desirous of obtaining a copy of report and accounts of the same may request the company in writing.

DIRECTORS

In accordance with the provisions of the companies Act, 1956, Mr. P. A. Sethi and Mr. S. D. Kshirsagar, Directors of the company, are liable to retire by rotation and are eligible for re-appointment.

The above re-appointments form part of the Notice of the 34th Annual General Meeting and the respective resolutions are recommended for your approval.

AUDITORS AND AUDITORS’ REPORT

M/s. R. M. Ajgaonkar & Associates, statutory auditors of the company retire and offer themselves for re-appointment as the statutory auditors of the company pursuant to Section 224 of the Companies Act, 1956.

Auditors comments on your company’s accounts for the year ended 31st March, 2009 are self explanatory in the nature and do not require any explanation as per provisions of Section 217 (3) of the Companies Act, 1956.

DEPOSITS

The company has not accepted deposits by way of invitation to the public and has complied with the provisions of Section 58 A of the Companies Act, 1956.

PARTICULARS AS PER SECTION 217 OF THE COMPANIES ACT, 1956

The information required under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 forms part of this report. However, as per the provisions of Section 219(1) (b)(iv) of the Act, the report and accounts are being sent excluding the statement containing the particulars to be provided under Section 217(2A) of the Act. Any member interested in obtaining such particulars may inspect the same at the registered office of the company or write to Company Secretary for a copy thereof.

A Statement pursuant to Section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 forms part of this report, as Annexure.

CONSOLIDATED FINANCIAL STATEMENTS

Pursuant to Listing Agreement with the Stock Exchanges, Audited Consolidated Financial Statements, prepared in accordance with the Accounting Standards, are attached.

CORPORATE GOVERNANCE

Your company has been following the principles of good corporate governance over the years. The Board of Directors supported the broad principles of corporate governance and the company has been in compliance with the mandatory provisions of Corporate Governance as stipulated in Clause 49 of the Listing Agreement with the Stock Exchanges. In addition to the basic governance issues, the Board lays strong emphasis on transparency, accountability, integrity and believes that Corporate Governance is at the heart of Stakeholder value creation.

A detailed report on compliance of Corporate Governance and Management Discussion Analysis as stipulated in Clause 49 of the Listing Agreement forms part of this report, as Annexure.

In line with the said provisions, the company has obtained certificates from the Managing Director and Auditors of the company, which are annexed and form part of this Report.

CODE OF CONDUCT

Your company is committed to conducting its business in accordance with the applicable laws, rules and regulations and highest standards of business ethics. In recognition thereof, the Board of Directors have implemented a Code of Conduct for adherence by the Directors and Senior Management Personnel of the company. This helps in dealing with ethical issues and also in fostering a culture of accountability and integrity.

EMPLOYEES STOCK OPTION SCHEME

Pursuant to the provisions of the Securities and Exchange Board of India (Employees Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 as amended, the details of Stock Options as on 31st March, 2009 under the Jyoti Structures Limited Employees Stock Option Scheme form part of this report, as Annexure.

DIRECTORS RESPONSIBILITY STATEMENT

As stipulated in section 217 (2AA) of the Companies Act, 1956, your Directors subscribe to the ‘Directors Responsibility Statement’ and confirm that:

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

ii the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit or loss of the company for that period;

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

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

INDUSTRIAL RELATIONS

The Industrial Relation within JSL Family has been very cordial and harmonious and all members are committed to the objectives of the company.

There were no man days lost during the year under review.

ACKNOWLEDGEMENTS

The Directors wish to place on record their appreciation of the hard work, dedication and commitment of the employees whose professionalism has ensured excellent all-round performance, despite the challenging environment.

Your Directors also take this opportunity to thank the customers, shareholders, suppliers, bankers and financial institutions for their consistent support to the company.

For and on behalf of the Board

S. D. KSHIRSAGAR Mumbai; 27th July, 2009 Chairman


Mar 31, 2008

The Directors have pleasure in presenting the Thirty Third Annual Report of the Company along with the Audited Accounts for the year ended 31st March, 2008.

FINANCIAL RESULTS

During the year your Company achieved an overall turnover growth of 41%. Profit after tax for the same period registered a growth of 31 %.

The total export turnover including deemed export was Rs. 3,553.40 million which is 26% of overall turnover as against Rs. 809.93 million in the previous year.

The summarised financial figures are given below:

(Rs. in Million) 2007-08 2006-07

Gross Turnover 13,992 10,250 Profit before tax 1,203 875 Provision for taxation including deferred tax (479) (325) Profit after tax 724 550 Prior period adjustments & Excess/(Short) Provision of Taxes of Earlier Years (46) (5) Balance b/f from previous year 627 218 Profit available for appropriation 1,305 763 Proposed dividend 65 48 Tax on proposed dividend 11 8 Transfer to General Reserve 100 80 Balance carried to Balance Sheet 1,129 627

For the year under review, the Company was able to scale up its operations in the domestic as well as international business segment. Rural electrification projects have contributed significantly to the growth momentum.

The Company has been able to maintain healthy order book position despite having achieved turnover growth.

DIVIDEND

For the year under review, the Directors of your Company have recommended a dividend at the rate of 40% (Re. 0.80 per equity share) on equity share of Rs.2 each (30% for the previous year) on the enhanced Capital of Rs. 162.37 million.

CAPITAL

During the year, the Company allotted 4,86,950 Equity Shares of Rs. 2 each to the employees exercising their right on vesting of options granted under Employees Stock Option Scheme.

SUBSIDIARIES

Pursuant to the provisions of Section 212(8) of the Companies Act, 1956 the Company shall provide copies of the Annual Report and other documents of its subsidiary companies as required under Section 212 of the Act to the members on their request, free of cost.

JSL Structures Limited

During the year, gross sales and income from other operations was Rs. 175.20 million as against Rs. 48.33 million for the corresponding previous financial year. Profit after Tax at Rs. 21.10 million has registered a growth of 207%, as against profit of Rs. 6.87 million for the corresponding previous financial year.

JSL Corporate Services Limited

For the year under review, no business was transacted in this company.

Shree Chhatrapati Shahu Power Company Limited

During the year, the name of the company was changed from Shree Chhatrapati Shahu Power Company Limited to Jyoti Energy Limited.

During the year under review, the Company has earned income by way of commission of Rs. 0.03 million as against commission of Rs. 4.82 million for the corresponding previous financial year.

Jyoti Structures Africa (Pty.) Limited

During the year, the Company has formed a Joint Venture Company, Jyoti Structures Africa (Pty.) Limited, to participate in transmission line business opportunities in Southern Africa. The JV company has been awarded an EPC contract for 765 kV transmission line valued at Rands 184 million (equivalent to Rs. 930 million) by Eskom, the electricity utility of Republic of South Africa.

DIRECTORS

Retirement by Rotation:

In accordance with the requirement of the Companies Act, 1956, Mr. G L Valecha and Mr. Sanjay Mirchandani, Directors of the Company, retire by rotation and being eligible, offer themselves for re-appointment.

Appointments:

Mr. Prakash K Thakur and Mr. Santosh V Nayak were appointed as Additional Directors of the Company with effect from 26th July, 2007. By virtue of the provisions of Section 260 of the Companies Act, 1956 read with Articles of Association of the Company, Mr. Prakash K Thakur and Mr. Santosh V Nayak would hold office upto the date of the Annual General Meeting.

In terms of Section 257 of the Companies Act, 1956, the Company has received notices along with the requisite deposit from members signifying their intention to propose Mr. Prakash K Thakur and Mr. Santosh V Nayak as Directors.

The information on particulars of Directors seeking Re-appointment / Appointment as required under Clause 49 of the Listing Agreement executed with the Stock Exchange, Mumbai and National Stock Exchange of India Ltd. has been given under Corporate Governance Report.

Members at Extra Ordinary General Meeting held on 20th February, 2008 approved the appointment of Mr. Prakash K Thakur and Mr. Santosh V Nayak, as Whole-time Directors including remuneration payable to them.

Directors recommend the resolutions pertaining to re-appointment and appointment of Directors, for approval of the members.

AUDITORS

M/s R M Ajgaonkar & Associates, statutory auditors of the Company retire and offer themselves for re-appointment as the statutory auditors of the Company pursuant to Section 224 of the Companies Act, 1956.

DEPOSITS

The Company has not accepted deposits by way of invitation to the public and has complied with the provisions of Section 58 A of the Companies Act, 1956.

PARTICULARS AS PER SECTION 217 OF THE COMPANIES ACT, 1956

The information required under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975 forms part of this report. However, as per the provisions of Section 219(1 )(b)(iv) of the Act, the report and accounts are being sent excluding the statement containing the particulars to be provided under Section 217(2A) of the Act. Any member interested in obtaining such particulars may inspect the same at the Registered Office of the Company or write to Company Secretary for a copy thereof.

A Statement pursuant to Section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988 forms part of this report, as Annexure.

CORPORATE GOVERNANCE

Your Company has been following the principles of good corporate governance over the years. The Board of Directors supported the broad principles of corporate governance and the Company has been in compliance with the mandatory provisions of Corporate Governance as stipulated in Clause 49 of the Listing Agreement with the Stock Exchanges. In addition to the basic governance issues, the Board lays strong emphasis on transparency, accountability and integrity.

A detailed report on compliance of Corporate Governance and Management Discussion Analysis as stipulated in Clause 49 of the Listing Agreement forms part of this report, as Annexure.

In line with the said provisions, the Company has obtained certificates from the Managing Director and Auditors of the Company, which are annexed and form part of this Report.

CODE OF CONDUCT

Your Company is committed to conducting its business in accordance with the applicable laws, rules and regulations and highest standards of business ethics. In recognition thereof, the Board of Directors has implemented a Code of Conduct for adherence by the Directors and Senior Management Personnel of the Company. This helps in dealing with ethical issues and also in fostering a culture of accountability and integrity.

EMPLOYEES STOCK OPTION SCHEME

Pursuant to the provisions of the Securities and Exchange Board of India (Employees Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 as amended, the details of Stock Options as on 31st March, 2008 under the Jyoti Structures Limited Employees Stock Option Scheme form part of this report, as Annexure.

DIRECTORS RESPONSIBILITY STATEMENT

As stipulated in Section 217 (2AA) of the Companies Act, 1956, your Directors subscribe to the Directors Responsibility Statement and confirm that:

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

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

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

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

INDUSTRIAL RELATIONS

Your Directors express their appreciation for contribution made by employees to the significant improvement in the operations of the Company.

The enthusiasm and unstinting efforts of the employees enabled the Company to remain competitive in the industry despite increased competition from several existing and new players.

ACKNOWLEDGEMENTS

Your Directors place on record its sincere appreciation towards Companys valued customers in India and abroad for the support and the confidence reposed by them in the Company and looks forward to the continuance of this mutually supportive relationship in future.

Your Directors acknowledge the contribution made by all the stakeholders and support extended by its Bankers/ Lenders.

For and on behalf of the Board

S D KSHIRSAGAR Mumbai; 2nd May, 2008 Chairman


Mar 31, 2007

The Directors are pleased to present the thirty second annual report of your Company together with the audited statement of accounts for the year ended 31st March, 2007.

FINANCIAL RESULTS

(Rs. in Million)

2006-07 2005-06

Gross Turnover 10,250 7,381 Profit before tax 875 462 Provision for taxation including deferred tax (325) (185) Profit after tax 550 277 Prior period adjustments (5) (0) Balance b/f from previous year 218 7 Profit available for appropriation 763 283 Proposed dividend 48 31 Tax on proposed dividend 8 4 Transfer to General Reserve 80 30 Balance carried to Balance Sheet 627 218

DIVIDEND

For the year under review, the Directors of your Company have recommended a dividend at the rate of 30% (Rs. 0.60 per Equity Share) on Equity Share of Rs. 2 each (20% for the Previous year) on the enhanced Capital of Rs. 161.39 million.

CAPITAL

Effective 4th August, 2006, one equity share of the face value of Rs.10 each was sub-divided into five equity shares of the face value of Rs. 2 each.

During the year, the Company:

i. allotted 1,550,000 Equity Shares of Rs.10 each to the FIIs and Mutual Funds on private placement basis.

ii. allotted 3,500,000 Equity Shares of Rs. 2 each, arising on conversion of 700,000 warrants of Rs. 10 each, allotted to the promoters of the Company on preferential basis.

iii. allotted 341,250 Equity Shares of Rs. 2 each to the Employees pursuant to Employees Stock Option Scheme.

OPERATIONS

For the year under review, the Company continued to maintain the growth momentum in top as well as bottom line. The turnover registered a growth of 39% to Rs.10,250 million. The profit after tax has gone up by 92% to Rs. 550 million. This increase in profit arose from higher sales volume, improved project management, better realisation and effective costs control system.

SUBSIDIARIES

The Central Government in exercise of the power conferred by Section 212 (8) of the Companies Act, 1956 has accorded its approval for exemption from attaching the accounts of subsidiaries to the Balance Sheet of the Company.

The Company shall provide copies of the Annual Report and other documents of its subsidiary companies as required under Section 212 of the Act to the members on their request, free of cost.

JSL Structures Limited

During the year, the name of the Company was changed from JSL Refractories Limited to JSL Structures Limited.

Sales and Income from operations during the year 2006-07 was Rs. 48.33 million as against Rs. 15.78 million for the corresponding previous financial year. With change in business operations, the Company has reported profit of Rs.6.87 million, as against loss of Rs.18.99 million for the corresponding previous financial year.

JSL Corporate Services Limited

For the year under review, no business was transacted in this Company. Shree Chhatrapati Shahu Power Company Limited

During the year under review, the Company has earned income by way of commission of Rs. 4.82 million as against commission of Rs. 3.40 million for the corresponding previous financial year.

JOINT VENTURE

During the year, the Company has further invested Rs. 40.65 million in Gulf Jyoti International LLC, a joint venture with Gulf Investment Corporation. The manufacturing facilities in Dubai will be completed in second quarter and the trial production will commence thereafter.

DIRECTORS

Re-Appointments:

Mr. K R Thakur was re-appointed as Managing Director of the Company for a further period of three years with effect from 1st April 2007. Approval of the members for re-appointing him as the Managing Director of the Company is being sought vide requisite resolution in the accompanying Notice dated 16th May, 2007 convening the Annual General Meeting. Directors recommend the resolution for approval by members.

Retirement by Rotation:

In accordance with the requirement of the Companies Act, 1956, Mr. S D Kshirsagar and Mr. A J Khan, Directors of the Company, are due for retirement by rotation and are eligible for re-appointment.

The information on the particulars of Directors seeking appointment/re-appointment as required under Clause 49 of the Listing Agreement executed with the Stock Exchange, Mumbai and National Stock Exchange of India Ltd. has been given under Corporate Governance Report.

AUDITORS

M/s. R M Ajgaonkar & Associates, the Statutory Auditors of the Company, retire and offer themselves for re- appointment as the statutory auditors of the Company under the Companies Act, 1956.

The observations made in the Auditors Report are self-explanatory and therefore, do not call for any further comments under Section 217(3) of the Companies Act, 1956.

DEPOSITS

The Company has not accepted deposits by way of invitation to the public and has complied with the provisions of Section 58A of the Companies Act, 1956.

PARTICULARS AS PER SECTION 217 OF THE COMPANIES ACT, 1956

The information required under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975 forms part of this report, as Annexure.

A Statement pursuant to Section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988 forms part of this report, as Annexure.

CORPORATE GOVERNANCE

The Company has been following the principles of good Corporate Governance over the years. The Board of Directors supported the broad principles of Corporate Governance and the Company has been in compliance with the mandatory provisions of Corporate Governance as stipulated in Clause 49 of the Listing Agreement with the Stock Exchanges. In addition to the basic governance issues, the Board lays strong emphasis on transparency, accountability and integrity.

A detailed report on compliance of Corporate Governance and Management Discussion Analysis as stipulated in Clause 49 of the Listing Agreement forms part of this report, as Annexure.

In line with the said provisions, the Company has obtained certificates from the Managing Director and Auditors of the Company, which are annexed and form part of this Report.

CODE OF CONDUCT

The Company is committed to conducting its business in accordance with the applicable laws, rules and regulations and highest standards of business ethics. In recognition thereof, the Board of Directors has implemented a Code of Conduct for adherence by the Directors and Senior Management Personnel of the Company. This helps in dealing with ethical issues and also in fostering a culture of accountability and integrity.

EMPLOYEES STOCK OPTION SCHEME

Pursuant to the provisions of the Securities and Exchange Board of India (Employees Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 as amended, the details of Stock Options as on 31st March, 2007 under the Jyoti Structures Limited Employees Stock Option Scheme form part of to this report, as Annexure.

DIRECTOR'S RESPONSIBILITY STATEMENT

As stipulated in Section 217 (2AA) of the Companies Act, 1956, your Directors subscribe to the 'Director's Responsibility Statement' and confirm that:

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

ii. the Directors have selected such accounting policies and applied them consistent/y and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period;

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

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

INDUSTRIAL RELATIONS

The Directors express their appreciation for contribution made by employees to the significant improvement in the operations of the Company.

The enthusiasm and unstinting efforts of the employees enabled the Company to remain competitive in the industry despite increased competition.

ACKNOWLEDGEMENTS

The Directors acknowledge the contribution made by all the stakeholders and support extended by its Bankers/Lenders.

For and on behalf of the Board S D Kshirsagar Chairman

Mumbai, 16th May, 2007


Mar 31, 2006

The Directors are pleased to present the thirty first annual report of your company together with audited statement of accounts for the year ended 31st March 2006.

FINANCIAL RESULTS

(Rs. in Crore)

2005-2006 2004-2005

Sales and other Income 740.15 440.08 Profit before tax 46.20 18.11 Provision for taxation including deferred tax 18.53 6.58 Profit after tax 27.67 11.53 Profit available for appropriation 28.30 11.53 Proposed dividend 3.07 1.66 Tax on dividend 0.43 0.22 Transfer to General Reserve 3.00 9.00 Balance carried to Balance Sheet 21.80 0.65

DIVIDEND

For the year under review, the Directors of your Company have recommended a dividend of Rs. 2 per share (Rs. 1.20 per share for the previous year) on enhanced capital of Rs.15.37 crore.

CAPITAL

During the year, 7,00,000 warrants were issued to promoters of the Company on a preferential basis. The Company has granted 2,34,800 stock options under Employees Stock Option Scheme.

OPERATIONS

For the year under review, the Company continued with strong performance. The turnover registered a growth of 68% to Rs.740.15 crores. The Profit after tax has gone up by 140% to Rs. 27.67 crores.

OPPORTUNITIES

The year 2005-06 has been an exciting one for India. The Indian economy continues to grow at a robust pace. During the first half of Financial Year 2006, it registered a GDP growth of over 8%. This strong economic growth places India amongst the fastest growing economies in the world. If aided by the right policies the current growth rate can be sustained and bettered.

Power sector has been on steep growth path since the last few years. The sector is poised to continue to grow in the future. Targets for generation and transmission capacity addition set for the plan period ending 2007 are likely to be substantially achieved. With the announcement of seven mega power projects, increasing involvement of private sector, major thrust on rural electrification, likely opening of nuclear power sector, there is an all round upswing in all three segments of power sector, namely, generation, transmission and distribution.

The Company is well placed and equipped to derive benefit from the ongoing and forthcoming opportunities in the sector.

SUBSIDIARIES

JSL Refractories Limited

Sales and Income from other operations during the year 2005-2006 was Rs1.58 crore as against Rs 5.05 crore for the corresponding previous financial year. The loss after tax has increased to Rs. 1.90 crore as against loss of Rs 0.31 crore for the corresponding previous financial year.

The Company has discontinued refractory business and has switched to fabrication of tower parts, for which it was originally established. There exist good opportunities in fabrication business and the operations will be in synergy with that of its holding Company.

JSL Corporate Services Ltd

For the year under review, no business was transacted in this Company.

Shree Chhatrapati Shahu Power Company Limited

During the year under review the Company earned income by way of commission of Rs 0.34 crore as against commission of Rs. 0.04 crore for the corresponding previous financial year. Other than this no business was transacted during the year.

The Central Government in exercise of the power conferred by sub section 212 (8) of the Companies Act, 1956 has accorded its approval for exemption from attaching the accounts of subsidiaries to the Balance Sheet of the Company.

The Company shall provide the copy of the Annual Report and other documents of its subsidiary companies as required under Section 212 of the Act to the members on their request, free of cost.

JOINT VENTURE

The Company has entered into a venture with Gulf Investment Corporation, Kuwait and established a joint venture company in name of Gulf Jyoti International LLC in UAE. Gulf Jyoti will carry out EPC transmission line related business in the Gulf Region and other countries.

DIRECTORS

Appointments

Mr. P A Sethi was appointed as an Additional Director of the Company with effect from January 24,2006. Approval of the members for appointing him as a Director of the Company is sought vide requisite resolution in the accompanying Notice dated May 24,2006 convening the Annual General Meeting. Directors commend the resolution for approval by the members.

Retirement by Rotation

In accordance with the requirement of the Companies Act, 1956, Mr. G L Valecha and Mr. S H Mirchandani, Directors of the Company are due for retirement by rotation and are eligible for reappointment.

The information on the particulars of Directors seeking appointment/Re-appointment as required under Clause 49 of the Listing Agreement executed with the Stock Exchange, Mumbai and National Stock Exchange of India Ltd. has been given under Corporate Governance Report.

AUDITORS

M/s R. M. Ajgaonkar & Associates, Statutory Auditors of the Company retire and offer themselves for re-appointment as the statutory auditors of the Company under the Companies Act, 1956.

The observations made in the Auditors Report are self-explanatory and therefore, do not call for any further comments under Section 217(3) of the Companies Act, 1956.

DEPOSITS

The Company has not accepted deposits by way of invitation to the public and has complied with the provisions of Section 58 A of the Companies Act, 1956.

PARTICULARS AS PER SECTION 217 OF THE COMPANIES ACT, 1956

The information required under section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975 is enclosed with this report.

A Statement pursuant to Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988 is enclosed with this report.

CORPORATE GOVERNANCE

The Company continued to practice good governance. The Board of Directors supported the broad principles and the Company complied with all the mandatory provisions prescribed by SEBI and Clause 49 of the Listing Agreement with the Stock Exchanges. In addition to the basic governance issues, the Board laid a strong emphasis on transparency, accountability and integrity. The detailed report on compliance of Corporate Governance and Management's Discussion Analysis as stipulated in clause 49 of the Listing Agreement is enclosed with this report.

In line with the said provisions, the Company has obtained certificates from the Managing Director and Auditors of the Company, the same are annexed and form part of this Report.

CODE OF CONDUCT

The Company is committed to conducting its business in accordance with the applicable laws, rules and regulations and highest standard of business ethics. In recognition thereof, the Board of Directors have implemented a Code of Conduct for adherence by the Directors and Senior Management Personnel of the Company. This will help in dealing with ethical issues and also foster a culture of accountability and integrity.

EMPLOYEES STOCK OPTION SCHEME

Pursuant to the provisions of the Securities and Exchange Board of India (Employees Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 as amended, the details of Stock Options as on March 31, 2006 under the Jyoti Structures Limited Employees Stock Option Scheme is enclosed with this report.

DIRECTOR'S RESPONSIBILITY STATEMENT

As stipulated in section 217(2AA) of the Companies Act, 1956, your Director subscribe to the `Directors Responsibility Statement' and confirm that:

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

ii. the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit or loss of the company for that period;

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

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

INDUSTRIAL RELATIONS

The Directors wish to place on record their appreciation to employees at all levels for their hard work, dedication and commitment. The enthusiasm and unstinting efforts of the employees enable the Company to remain competitive in the industry.

ACKNOWLEDGEMENTS

The Directors acknowledge the contribution made by all the stakeholders and support given by its Bankers/Lenders.

For and on behalf of the Board S D Kshirsagar Mumbai, 24th May, 2006 Chairman


Mar 31, 2005

The Directors have great pleasure in presenting this Thirtieth Annual Report on the business and operations of your Company with the Audited Statement of Accounts for the year ended 31st March 2005.

FINANCIAL PERFORMANCE

Rs. in Crores

2004-2005 2003-2004

Sales and Other Income 440.08 304.02 Profit/(Loss) before Depreciation and Taxes 22.04 13.50 Less: Depreciation 3.93 4.06 Profit/(Loss) before Taxes 18.11 9.44 Less: Provision for Current Tax 5.63 0.54 Profit before Deferred Tax 12.48 8.89 Less: Provision for Deferred Tax (Net) 0.95 3.42 Net Profit after Deferred Tax 11.53 5.47 Balance brought forward from previous year - (8.73) Prior Year adjustment (Net) - (0.08) Excess/(Short) provisions for Taxes for earlier years - 0.14 Balance Transferred to General Reserve - 3.20 Profit/(Loss) available for appropriations 11.53 - Appropriations Proposed Divided - Equity Shares 1.66 - Corporate Dividend Tax 0.22 - Transfer to General Reserve 9.00 - Balance carried to Balance Sheet 0.65 -

DIVIDEND

The Directors recommend a Dividend of 12% (i.e. Rs. 1.20) per Equity Share for the year ended 31st March 2005.

CAPITAL

During the.year, the Equity Share Capital of the Company increased by Rs. 2 Crores to Rs. 13.82 crores consequent to the allotment of 20,00,000 Equity Shares to Reliance Energy Investments Private Limited on a private placement basis.

To attract and retain talent and remain competitive in the talent market and to strengthen interdependence between individual and organization prosperity, your Company plans to introduce an Employee Stock Option Scheme. Details of the scheme are provided in the accompanying Notice.

OPERATIONS

The financial performance of the Company during the year reflects a rise in momentum of growth achieved through improved operations. Your Company has posted a rise in turnover to Rs. 440.08 crore, an increase of about 45% as compared to Rs. 304.02 crores in the previous financial year. The Company recorded a net profit of Rs.11.53 crore as against Rs. 5.47 crore in the corresponding previous financial year.

OPPORTUNITIES

With the formation of National Grid and development of inter-regional transmission highways by 2012, the outlook for the Transmission Line industry in general and for your Company in particular appears to be bright.

SUBSIDIARIES

JSL Refractories Limited

Sales and Income from other operations during the year 2004-2005 was Rs. 5.05 crores as against Rs. 2.79 crores for the corresponding previous financial year. The loss after tax reduced from Rs. 0.88 crores in the previous year to Rs. 0.31 crores during the year under review.

JSL Corporate Services Ltd

No business was transacted during the year under review.

Shree Chhatrapati Shahu Power Company Limited

During the year under review the Company earned income by way of commission of Rs. 0.04 crores. Other than this no business was transacted during the year.

The Central Government in exercise of the power conferred by sub section 212(8) of the Companies Act, 1956 has accorded its approval for exemption from attaching the accounts of subsidiaries to the Balance Sheet of the Company.

The Company shall provide the copy of the Annual Report and other documents of its subsidiary companies as required under Section 212 of the Act to the members on their request, free of cost.

DIRECTORS

With profound grief and sorrow, your directors inform you that our beloved Chairman Mr M P Tejwani has left for his heavenly abode on 1st July 2005.

The Jyoti Structures family will always cherish the memories of Mr Tejwani with gratitude, love and a deep sense of pain. Your directors wish to place on record their sincere appreciation for the invaluable services rendered by Mr Tejwani.

In accordance with Section 255 and 256 of the Companies Act read with Article 80 of the Articles of the Association of the Company, Mr A J Khan and Mr S D Kshirsagar retire by rotation at the ensuing Annual General Meeting and are eligible for re-appointment.

The directors have pleasure in recommending the re-appointment of Mr A J Khan and Mr S D Kshirsagar.

AUDITORS

M/s R M Ajgaonkar & Co., Chartered Accountants, a proprietary concern of Mr R M Ajgaonkar were the Auditors of the company. Mr R M Ajgaonkar has requested the Company for appointment to be made in the name of M/s R M Ajgaonkar & Associates, Chartered Accountants, a partnership firm. Members are requested to consider their appointment for the financial year 2005-06.

The observations made in the Auditors Report are self-explanatory and therefore, do not call for any further comments under Section 217(3) of the Companies Act, 1956.

DEPOSITS

The Company has not accepted deposits by way of invitation to the public and has complied with the provisions of Section 58 A of the Companies Act, 1956.

EFFLUENT TREATMENT PLANT

As a part of continuing efforts to protect environment, your Company has made several modifications at its factory at Nasik. The Company complies with relevant standards laid down under the provisions of the Environmental (Protection) Act, 1986 and Rules made there under, as also, complies with the provisions of the Water (Prevention and Control of Pollution) Act, 1974.

In recognition of maintaining High Standard of Environmental Management System at Nasik factory, your Company has been awarded with the prestigious certificate, ISO 14001 by DET NORSKE VERITAS, The Netherlands.

PARTICULARS AS PER SECTION 217 OF THE COMPANIES ACT, 1956

The information required under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975 is enclosed with this report.

Information relating to the Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo required under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988 is enclosed with this report.

CORPORATE GOVERNANCE

The Company continues to implement Corporate Governance Practices prescribed by SEBI and Clause 49 of the Listing Agreement with the Stock Exchanges. The detailed report on compliance of Corporate Governance and Management's Discussion Analysis as stipulated in clause 49 of the Listing Agreement is enclosed and forms part of this Report.

In line with the said provisions, the Company has obtained a certificate from the Auditors of the Company, which is annexed and forms part of the Annual Report.

DIRECTOR'S RESPONSIBILITY STATEMENT

As stipulated in Section 217(2AA) of the Companies Act, 1956, your Director subscribe to the `Directors' Responsibility Statement' and confirm that:.

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

ii. the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period;

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

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

INDUSTRIAL RELATIONS

The Directors wish to place on record the commitment and involvement of the employees at all levels and looks forward to their continued co-operation.

Relations between the Management and the Employees remained cordial throughout the year.

ACKNOWLEDGEMENTS

The Directors convey their gratitude to all the stakeholders including the Company's Bankers, Financial Institutions and business associates for their continued support.

For and on behalf of the Board

S D KSHIRSAGAR Mumbai, July 4, 2005 Chairman


Mar 31, 2004

DELISTING OF SHARES

Pursuant to the resolution passed by the Members at the last Annual General Meeting and in accordance with the Securities and Exchange Board of India (Delisting of Securities) Guidelines, 2003, the equity shares of the Company have been delisted from The Stock Exchange, Ahmedabad and The Delhi Stock Exchange Association Limited.

SUBSIDIARIES

JSL Refractories Limited - Due to shortage of working capital the Company could not sustain its growth momentum and continued to incur losses. With upswing in steel industry demand for refractories has increased.

To tap the opportunities available, the management is working hard to implement Companys turn around strategy. With change in focus on high end products, constant reduction of costs through improved processes and operating efficiencies pressure on margins will reduce. The management is considering effective steps to control further losses.

JSL Corporate Services Ltd - No business was transacted during the year under review.

Shree Chhatrapati Shahu Power Company Limited - Implementation of power generating station based on non conventional resources has been deferred.

Central Government in exercise of the power conferred by sub section 212(8) of the Companies Act, 1956 has accorded its approval for exemption from attaching the accounts of subsidiaries to the Balance Sheet of the Company.

The Company shall provide the copy of Annual Report and other documents of its subsidiary companies as required under Section 212 of the Act to the members on their request, free of cost.

DIRECTORS

In accordance with Section 255 and 256 of the Companies Act read with Article 80 of the Articles of the Association of the Company, Mr M P Tejwani and Mr S H Mirchandani retire by rotation at the ensuing Annual General Meeting and are eligible for reappointment.

On 9.9.2003, ICICI Bank Limited nominated Mr. A K Gore on the Board of Directors of the Company and subsequently on repayment of loan the nomination has been withdrawn.

AUDITORS

Members are requested as usual, to appoint Auditors and to authorize the Board of Directors to fix their remuneration.

Members are also requested to pass a resolution at item no 5 of the Notice, authorizing the Board of Directors to appoint Auditors/Branch auditors/Accountants for the purpose of auditing the accounts maintained at the Branch offices of the Company in India and abroad.

The observation made in the Auditors Report are self-explanatory and therefore, do not call for any further comments under section 217(3) of the Companies Act, 1956.

DEPOSITS

The Company has not accepted deposits by way of invitation to the public and has complied with the provisions of Section 58 A of the Companies Act, 1956.

EFFLUENT TREATMENT PLANT

As a part of continuing efforts to protect environment, your Company has made several modifications at its factory at Nasik. The Company complies with the relevant standards laid down under the provisions of the Environment (Protection) Act, 1986 and Rules made there under, as also, complies with the provisions of the Water (Prevention and Control of Pollution) Act, 1974.

In recognition of maintaining High Standard of Environmental Management System at Nasikfactory, your Company has been awarded with the prestigious certificate, ISO 14001 by DET NORSKE VERITAS, The Netherlands.

PARTICULARS AS PER SECTION 217 OF THE COMPANIES ACT, 1956

Information relating to the conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo required under Section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988 is given as Annexure - A to this report.

The information required under section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975 is given as Annexure - B to this report.

CORPORATE GOVERNANCE

The Company continues to implement Corporate Governance Practices prescribed by SEBI and Clause 49 of the Listing Agreement with the Stock Exchanges. The detailed report on compliance of Corporate Governance and Managements Discussion Analysis as stipulated in clause 49 of the Listing Agreement is given in Annexure- C and forms part of this Report.

In line with the said provisions, the Company has obtained a certificate from the Auditors of the Company, which is annexed and forms part of the Annual Report.

DIRECTORS RESPONSIBILITY STATEMENT

As stipulated in Section 217(2AA) of the Companies Act, 1956, your Directors subscribe to the "Directors Responsibility Statement" and confirm that:

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

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

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

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

Industrial Relations

Your Directors wish to place on record the commitment and involvement of the employees at all levels and look forward to their continued co-operation.

Acknowledgements

The Directors convey their gratitude to all the stakeholders including the Companys Bankers, Financial Institutions and Business Associates for their continued support.

For and on behalf of the Board M P Tejwani Mumbai, June 5, 2004 Chairman


Mar 31, 2003

Your Directors have pleasure in presenting this Twenty-eighth Annual Report and the Audited Statements of Account for the year ended 31st March, 2003. Rs. in Lacs Financial Results 2002-2003 2001-2002

Sales and Other Income 27,778.00 32,103.57

Profit/(Loss) before Depreciation and Taxes 566.82 (1,096.98)

Less: Depreciation 423.39 406.28

Profit/(Loss) before Taxes 143.43 (1,503.26)

Less: Current Tax 2.00 1.00

Deferred Tax (Net) 95.53 (539.84)

Profit/loss) after Taxes 45.90 (964.42)

Balance brought forward from previous year (916.36) 54.02

Prior Year adjustment (Net) 6.90 5.33

Excess/(Short) provision for Taxes for earlier years (8.90)

Profit/(Loss) available for appropriations (872.46) (905.07)

Appropriations:

Proposed Divided - Preference Shares - 10.25

Corporate Dividend Tax - 1.04

Balance carried to Balance Sheet (872.46) -(916.36)

(872.46) (905.07)

Dividend

To conserve resources, the directors have not recommended dividend on the equity shares of the Company for the year ended 31st March, 2003.

Operations

During the year, your Company achieved turnover of Rs. 277.27 crores as against Rs. 319.97 crores. The Company achieved profit before depreciation of Rs. 566.82 crores as compared to loss of Rs. 1,096.98 crores. The turn around was mainly due to controlled inventory and debtor level coupled with reduction in manpower and administrative costs.

Outlook

With enactment of Electricity Act, 2003 coupled with approval of The Accelerated Power Development and Reform Programme (APDRP), your Company is poised to exploit immense opportunities available in the power sector.

Subsidiaries

The refractories unit produced 4,113 MT of bricks and monolithics during the year as against 4,115 MT in the previous year. The Companys gross turnover decreased from Rs. 513.32 Lacs to Rs. 507.32 Lacs. Due to sluggish demand in steel, glass and cement industries in Indian market, pressure on Companys margins continued. The management is considering effective steps to control further losses.

In respect of JSL Finance Ltd., the other subsidiary, the Reserve Bank of India had cancelled the registration of the Company as a NBFC w.e.f. 10-03-2003 and accordingly, the name of the company has been changed to JSL Corporate Services Limited.

The operational activities of Shree Chhatrapati Shahu Power Co. Ltd. have not yet started.

In accordance with Section 212 of the Companies Act, 1956 the audited statements of account along with reports of the Board of Directors and the Auditors are annexed to the Annual Report.

Directors:

During the current year, Mr. V. P. Valecha resigned from the Board on account of his health grounds. The Directors wish to place on record their appreciation of the services rendered by Mr. V. P. Valecha during his tenure as Director of the Company.

Mr. S. D. Kshirsagar, Mr. A. J. Khan & Mr. G. L. Valecha were appointed as Additional Directors of the Company. Pursuant Section 260 of the Companies Act 1956 they hold the office upto the date of the ensuing Annual General Meeting and their appointment as Directors under Section 257 of the Companies Act, 1956 has been proposed and your Directors commend their appointment for your approval.

In accordance with Article 80 of the Articles of the Association of the Company, Mr, S. H. Mirchandani and Mr. K R Thakur retire by rotation at the ensuing Annual General Meeting and are eligible for reappointment.

Auditors:

M/s. R. M. Ajgaonkar & Co. Chartered Accounts, Mumbai, the auditors of the Company will retire at the conclusion of the ensuing Annual General Meeting and have given their consent for reappointment.

M/s. ERNST & YOUNG, Chartered Accounts, Muscat, Sultanate of Oman have given their consent for their reappointment as Oman Branch Auditors.

M/s. Taddesse Woldegabriel &Co., Addis Ababa, Ethiopia, have given their consent for their appointment as Ethiopia Branch Auditors.

The observations made in the Auditors Report are self - explanatory and therefore, do not call for any further comments under Section 217 (3) of the Companies Act, 1956.

Your Directors request you to appoint Auditors for the current year and fix their remuneration.

Deposits:

The Company has not accepted deposits by way of invitation to the public and has complied with the provisions of Section 58 A of the Companies Act, 1956.

Effluent Treatment Plant:

The Company complies with the relevant standards laid down under the provisions of the Environment (Protection) Act, 1986 and Rules made thereunder, as also, complies with the provisions of the Water (Prevention and Control of Pollution) Act, 1974.

In recognition of maintaining High Standards of Environmental Management System at Nasik factory, your Company has been awarded with the prestigious certificate, ISO 14001 by DET NORSKE VERITAS, The Netherlands.

Particulars as per Section 217 of the Companies Act, 1956 :

The particulars of employees as required under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975 are given as Annexure - A to this report.

The information relating to the conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo required under Section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988 is given as Annexure - B to this report.

Corporate Governance :

The Company has implemented the provisions of Clause 49 of the Listing Agreement relating to the Corporate Governance requirements. Annual Report contains a separate segment on the same.

Various Committees of the Board viz. Audit Committee, Finance, Share Transfer and Investor Grievance Committee and Remuneration Committee have already started functioning to ensure commitment of the Board in managing the affairs of the Company in a transparent manner to enhance the value of the stakeholders.

In line with the said provisions, the Company has obtained a certificate from the Auditors of the Company, which is annexed and forms part of the Annual Report. The Managements discussion and Analysis Report also forms a part of this segment.

Directors Responsibility Statement:

As stipulated in Section 217(2AA) of Companies Act, 1956, your Directors subscribe to the "Directors Responsibility Statement" and confirm that:

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

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

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

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

Industrial Relations:

Your Directors wish to place on record the commitment and involvement of the employees at all levels and look forward to their continued co-operation.

Acknowledgements:

The Directors convey their gratitude to all the stakeholders including the Companys Bankers, Financial Institutions and business associates for their continued support.

For and on behalf of the Board Mumbai, M. P. Tejwani 30th June, 2003 Chairman

ANNEXURES TO DIRECTORS REPORT Annexure - A

Information pursuant to the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988.

1 Conservation of Energy:

During the year under review, all possible efforts were made to ensure optimum consumption of electricity and fuel at the plants of the Company.

Consumption 2002-2003 2001-2002

Units Amount Units Amount (Rs Lacs) (Rs Lacs) Electricity (KWH) 9,71,853 41.59 15,66,624 65.42

Furnace Oil (KL) 990 125.53 1,890 193.58

2 Foreign Exchange Earnings & outgo: Earnings (including deemed exports and sales through Export Houses) 9,327.04 21,969.48

Outgo 645.62 2,921.48

3 Technology Absorption and Expenditure on Research and Development.

The R & D Centre and Tower Testing Station suitable for Testing of Double Circuit Towers upto 1,000 KV at Ghoti, Nasik Dist. was commissioned in the year 1998. During the year, 23 Nos. of tower proto types were tested and the operations of the centre are satisfactory.


Mar 31, 2002

The Directors present their Twenty-seventh Annual Report and the audited Statements of Account for the year ended 31st March 2002.

Financial Results : 2001-2002 2000-2001 Rs. in Lacs Rs.in Lacs

Sales and Other Income 32,203.24 26,538.82

Profit / (Loss) before Depreciation and Taxes (1096.98) 1,488.72

Less: Depreciation 406.28 399.10

Profit / (Loss) before Taxes (1503.26) 1,089.62

Less: Current Tax 1.00 289.00

Deferred Tax (Net) (539.84) -

Profit / (Loss) after Taxes (964.42) 800.62

Balance brought forward from previous year 54.02 55.93

Prior Year adjustment (Net) 5.33 1.12

Profit / (Loss) available for appropriations (905.07) 857.67

Appropriations :

Proposed Dividend - Equity Shares - 245.52

- Preference Shares 10.25 27.32

Corporate Dividend Tax 1.04 30.81

General Reserve - 200.00

Transfer to Capital Redemption Reserve - 200.00

Transfer to Debenture Redemption Reserve - 100.00

Balance carried to Balance Sheet (916.36) 54.02

(905.07) 857.67

Dividend :

In view of absence of profits for the year ended 31st March, 2002 the Directors have not recommended dividend on the equity shares of the Company for the year ended 31st March, 2002.

The Directors recommend adoption of interim dividend, paid @ 10.50%, and 11.00% respectively on series A and C of Redeemable Non-convertible Preference shares, as the final dividend for the year ended 31st March, 2002 paid out of reserves of the Company.

Rights Issue :

The Company had issued Rights Shares in the financial year 2000-2001. As on 31.03.2002, calls in arrears were Rs. 155.04 Lacs (P.Y. Rs. 340.23 Lacs). During the current year the Company has received Rs. 149.09 Lacs of calls in arrears, with interest. The Company has sent reminders for payment of call money for balance amount of Rs. 5.95 Lacs.

As a result, the paid up equity capital in the current year has gone up from Rs. 930.41 Lacs to Rs. 980.11 Lacs and the Security Premium account has gone up from Rs. 1419.15 Lacs to Rs. 1518.54 Lacs.

The proceeds of the Rights Issue collected so far have been utilized for the purposes stated in the Letter of Offer dated 11th September 2000.

Operations :

The year 2001-02 was an exceptionally difficult year for your Company. Although, Sales and other income witnessed a rise from Rs. 26,539 Lacs to Rs. 32,203 Lacs, depicting approx. 21.30% increase, the Company incurred a loss of Rs. 1,097 Lacs prior to depreciation and taxes. The overall recessionary trend in the economy resulted in erratic cash flow behaviour. This in turn necessitated increased borrowing for operations and consequently, higher outflow on account of interest payment. Substantial negative price variations in some of the contracts executed during the year with no matching reduction in cost of inputs pushed the margins further down. Compliance with Accounting Standards in the year, on Insurance, Bonus, Leave encashment and Construction Accounting, put additional burden. The effect of all such provisions had its impact on the operations.

The thrust on Cost Controls and exports continues in the current year. The major transmission line turnkey contract in Oman will be over in the current year. In addition to the existing turnkey contract for transmission line in Ethiopia, the Company has received two more such orders in Ethiopia. Exports to Chile, Brazil & Sri Lanka will also form substantial part of export turnover in the current year. The impact of negative price variation in some of the contracts and other factors will continue in the current year.

Subsidiaries :

The refractories unit produced 4,115 MT of bricks and monolithics during the year as against 5,674 MT in the previous year. The Companys gross turnover decreased from Rs. 581.82 lacs to Rs. 513.72 lacs. Due to sluggish demand in steel, glass and cement industries in Indian market, pressure on Companys margins continued. The management is considering effective steps to control further losses. JSL Finance Ltd., the other subsidiary, is a NBFC registered with the Reserve Bank of India.

During the current year your Company subscribed 99.88% equity shares to the extent of Rs. 4.99 Lacs in a newly incorporated company namely Shree Chhatrapati Shahu Power Co. Ltd. with the main object being erection, commissioning, setting up electric power generating stations based on conventional/non-conventional resources. With the above investment, said Company is also a subsidiary of your company. The operational activities of this company have not yet started. No further investment is envisaged in the current year in this Company.

In accordance with Section 21 2 of the Companies Act, 1956 the audited statements of account along with reports of the Board of Directors and the Auditors are annexed to the Annual Report.

Directors :

During the current year, Shri S. D. Kulkarni, Chairman of the Board resigned from the Board on account of his health grounds. The Directors wish to place on record their appreciation of the services rendered by Shri S. D. Kulkarni during his tenure as the Chairman of the Board.

In accordance with Article 80 of the Articles of the Association of the Company, Mr. P. K. Thakur and Mr. V. P. Valecha retire by rotation at the ensuing Annual General Meeting and are eligible for re-appointment.

Auditors :

M/s. R. M. Ajgaonkar & Co. Chartered Accounts, Mumbai, the auditors of the Company will retire at the conclusion of the ensuing Annual General Meeting and have given their consent for re-appointment.

M/s. ERNST & YOUNG & COMPANY, Muscat, Sultanate of Oman have given their consent for their re-appointment as Oman Branch Auditors.

M/s. Taddesse Woldegabriel & Co., Addis Ababa, Ethiopia, have given their consent for their appointment as Ethiopia Branch Auditors.

The observations made in the Auditors Report are self -explanatory and therefore, do not call for any further comments under Section 217 (3) of the Companies Act, 1956.

Your Directors request you to appoint Auditors for the current year and fix their remuneration.

Deposits :

The Company has not accepted deposits by way of invitation to the public and has complied with the provisions of Section 58 A of the Companies Act, 1956.

Effluent Treatment Plant :

The Company complies with the relevant standards laid down under the provisions of the Environment (Protection) Act, 1 986 and Rules made there under, as also, complies with the provisions of the Water (Prevention and Control of Pollution) Act, 1974.

In recognition of maintaining High Standard of Environmental Management System at Nasik factory, your Company has been awarded with the prestigious certificate, ISO 14001 by DET NORSKE VERITAS, The Netherlands.

Particulars as per Section 217 of the Companies Act, 1956 :

The particulars of employees as required under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975 are given as Annexure - A to this report.

Information relating to the conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo required under Section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988 is given as Annexure - B to this report.

Corporate Governance :

The Company is complying with requirements of the Corporate Governance practices as laid down by the Securities and Exchange Board of India (SEBI) as stipulated in clause 49 of the Listing Agreements with Stock Exchanges.

A detailed report on compliance of the Corporate Governance along with your Companys Statutory Auditors Certificate thereon and Managements Discussion and Analysis as stipulated in clause 49 of the Listing Agreement with Stock Exchanges is given in Annexure - C to the Directors Report.

Directors Responsibility Statement :

As stipulated in Section 217(2AA) of the Companies Act, 1956, your Directors subscribe to the "Directors Responsibility Statement" and confirm that :

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

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

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

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

Appreciation :

Your Directors would like to express their grateful appreciation for the assistance and cooperation and thank our esteemed Shareholders, Customers and Suppliers, Business Associates, Financial Institutions and Banks for their support.

Your Directors also wish to place on record their appreciation of the dedication, devotion and commitment of your Companys employees.

ANNEXURE - A

Information pursuant to the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988.

1. Conservation of Energy :

During the year under review, all possible efforts were made to ensure optimum consumption of electricity and fuel at the plants of the Company.

Consumption 2001 - 2002 2000 - 2001 Units Amount Units Amount

(Rs in Lacs) (Rs in Lacs)

Electricity (KWH) 15,66,624 65.42 14,41,447 60.40

Furnace Oil (KL) 1,890 193.58 1,768 192.09

2. Foreign Exchange Earnings & outgo:

Earnings (including deemed exports and 21,969.48 19,750.89 sales through Export Houses) Outgo 2,921.48 4,493.61

3 Technology Absorption and Expenditure on Research and Development

- The R& D centre and Tower Testing Station suitable for Testing of Double Circuit Towers upto 1,000 KV at Ghoti, Dist. Nasik was commissioned in the year 1998. During the year, 25 Nos. of tower proto types were tested and the operations of the centre are satisfactory.

For and on behalf of the Board

Mumbai, M.P. Tejwani 29th June, 2002 Chairman


Mar 31, 2001

The Directors present their Twenty-sixth Annual Report and the audited Statements of Account for the year ended 31st March, 2001.

Financial Results: 2000-2001 1999-2000 Rs. in Lacs Rs. in Lacs

Sales and Other Income 26,510.44 23,112.26

Profit before Depreciation and Taxes 1,488.72 1,283.18

Less: Depreciation 399.10 379.36

Profit before Taxes 1,089.62 903.82

Less: Taxes 289.00 150.00

Profit after Taxes 800.62 753.82

Balance brought forward from previous year 55.93 115.54

Loss on Advances made - (85.82)

Prior Year Adjustment (Net) 1.12 2.17

Profit available for Appropriations 857.67 785.71

Appropriations:

Proposed Dividend - Equity Shares 245.52 147.36

- Preference Shares 27.32 -

Corporate Dividend Tax 30.81 32.42

Transfer to General Reserve 200.00 550.00

Transfer to Capital Redemption Reserve 200.00 -

Transfer to Debenture Redemption Reserve 100.00 -

Balance carried to Balance Sheet 54.02 55.93

857.67 785.71

Dividend:

The Directors recommend payment of dividend @ Rs. 2.50 per equity share (P.Y. Rs. 3.00 per share, including a special dividend of Rs. 0.50 per share to commemorate the Silver Jubilee of the Company) for the year ended 31st March, 2001. The dividend, if approved by you, shall be paid in proportion to the amount paid-up on equity shares.

The Directors also recommend payment of dividend @ 10.50%, 10.25% and 11.00% respectively on series 'A', 'B' and 'C' of Redeemable Non-convertible Preference Shares.

Rights Issue:

The Directors thank all investors who have reposed faith in the Company by fully subscribing to the Rights Issue, which closed in October 2000. As a result of the Rights Issue, the paid up equity capital has gone up from Rs. 491.20 Lacs to Rs. 868.68 Lacs and the Security Premium Account has gone up from Rs. 295.27 Lacs to Rs. 1,295.69 Lacs. The Company has sent call notices to all successful allottees. As on 31/3/2001, calls in arrears were Rs. 340.23 Lacs.

The proceeds of the Rights Issue have been utilised for the purposes stated in the Letter of Offer dated 11th September, 2000. As stated in the 'Letter of Offer, the Company had estimated for the financial year 2000-2001 total income of Rs. 26,067.50 Lacs and profit after tax of Rs. 960.00 Lacs. As against this, the Company has achieved total income of Rs. 26,510.44 Lacs and profit after tax of Rs. 800.62 Lacs. While the Company surpassed its sales forecast, the profit after tax was lower because of pressure on margins resulting from highly competitive market situation.

Operations:

Operations during the year have been satisfactory. The capacity utilisation was at 77.39% as compared to 78.76% in the previous year. Notwithstanding intense competition in domestic and global markets, the turnover has shown an increase of about 15%. Net profit after tax rose by 6.21% to Rs. 800.62 Lacs. In the year under report, the Company put emphasis on cost control and efficient use of resources. The ERP package in the areas of procurement, inventory, accounts, finance and other related activities has been installed and is under trial run.

The pursuit of excellence in quality and thrust on exports/deemed exports continued during the year. The Company has been executing a major turnkey contract for Transmission Lines in Oman. In the current year, the Company is executing a turnkey contract for Transmission Line in Ethiopia. The Company is also executing export orders from Chile, Senegal and Canada. The export turnover (including deemed exports) has gone up by about 40% to Rs. 20,239 Lacs as compared to Rs. 14,547 Lacs in the previous year and constitutes over 76% of the Company's total sales.

Opportunities:

The growth momentum gathered over the past two years is likely to accelerate in the current year. The Company started the current year with an order book of more than Rs. 38,500 Lacs. In the first quarter of the current year, the Company received new orders worth Rs. 6,367 Lacs. The Company has planned for higher capacity utilization in the current year.

It is expected that the acceleration of pace of the Power Sector reforms may open up new opportunities and challenges. Your Company is ideally poised to take on the challenges.

Subsidiaries:

The sluggish demand in steel, glass and cement industries affected growth of the ancillary industries such as refractories. JSL Refractories Ltd. has however, continued its growth momentum and has posted a rise in production from 4,139 MT of bricks and monolithics in

1999-2000 to 5,674 MT in 2000-2001. While the turnover rose from Rs. 444.92 Lacs to Rs.581.41 Lacs, the pressure on the margins continued. To strengthen the management, Mr. J. R. Panda has taken over as the Managing Director of JSL Refractories Ltd. Directors of JSL Refractories are continuously monitoring the performance of the unit and are hopeful of turning it around. JSL Refractaries Ltd. is taking requisite steps under applicable statue in view of erosion of more than 50% of its Net Worth.

JSL Finance Ltd., the other subsidiary, is a NBFC registered with the Reserve Bank of India.

In accordance with Section 212 of the Companies Act, 1956, the audited statements of account along with reports of the Board of Directors and the Auditors of the two subsidiaries are annexed to the Annual Report.

Directors:

During the year, Mr. S. A. Krishnan resigned from the Board. Mr. Krishnan has consented to remain as an advisor to the Company for some time. The Directors wish to place on record their appreciation of the services rendered by Mr. Krishnan during his tenure as Director of the Company.

In accordance with Article 80 of the Articles of the Association of the Company, Mr. K. R. Thakur and Mr. M. P. Tejwani retire by rotation at the ensuing Annual General Meeting and are eligible for re-appointment.

Auditors:

M/s. R. M. Ajgaonkar & Co., Chartered Accountants, Mumbai, the Auditors of the Company will retire at the conclusion of the ensuing Annual General Meeting and have given their consent for re-appointment.

M/s. Ernst & Young, Chartered Accountants, Muscat, Sultanate of Oman have given their consent for their appointment as Oman Branch Auditors.

The observations made in the Auditors' Report are self-explanatory and therefore, do not call for any further comments under Section 217 (3) of the Companies Act, 1956.

Your Directors request you to appoint Auditors for the current year and fix their remuneration.

Deposits:

The Company has not accepted deposits by way of invitation to the public and has complied with the provisions of Section 58 A of the Companies Act, 1956, wherever applicable.

Effluent Treatment Plant:

As a part of continuing efforts to better environmental conservation, your Company has made several modifications at its factory at Nashik including upgradation of effluent treatment plant and installation of Fugitive Emissions Control System for Pickling Section.

The Company is also contemplating Fugitive Emissions Control System for Zinc baths.

The Company complies with the relevant standards laid down under the provisions of the Environment (Protection) Act, 1986 and Rules made thereunder, as also, with the provisions of the Water (Prevention and Control of Pollution) Act, 1974.

Particulars as per Section 217 of the Companies Act, 1956:

Information relating to the Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo required under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are attached hereto as Annexure - A.

The particulars of employees as required under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 is given in Annexure - B to the Directors' Report.

Corporate Governance:

The implementation of Corporate Governance practices prescribed by the Securities and Exchange Board of India (SEBI) will be mandatory for your Company by March 2002. The Company has, however, complied in material respects, with the conditions of Corporate Governance as stipulated in clause 49 of the Listing Agreements with Stock Exchanges.

A detailed report on compliance of the Corporate Governance and Management's Discussion and Analysis as stipulated in Clause 49 of Listing Agreements with Stock Exchanges is given in Annexure - C to the Directors' Report.

Directors' Responsibility Statement:

As stipulated in Section 217(2AA) of Companies Act, 1956, your Directors subscribe to the "Directors' Responsibility Statement" and confirm that:

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

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

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

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

Appreciation :

Your Directors would like to express their grateful appreciation for the assistance and co-operation and thank our esteemed Shareholders, Customers and Suppliers, Business Associates, Financial Institutions and Banks for their timely support.

Your Directors also wish to place on record their appreciation of the dedication and commitment of your Company's employees who have been instrumental to your Company's success.

For and on behalf of the Board

Mumbai, S. D. Kulkarni 27th June, 2001. Chairman

Information pursuant to the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988.

1. Conservation of Energy:

During the year under review, all possible efforts were made to ensure optimum consumption of electricity and fuel at the plants of the Company.

2. Foreign Exchange Earnings & outgo : 2000-2001 1999-2000

Earnings (including deemed exports and sales through Export Houses) 19,750.89 14,182.00

Outgo 4,493.61 3,165.40

3. Technology Absorption and Expenditure on Research and Development

The Tower Testing Station suitable for Testing of Double Circuit Towers upto 1,000 KV at Ghoti, Dist. Nasik was commissioned in the year 1998. During the year, 13 Nos. of tower proto types were tested and the operations of the centre are satisfactory. The expenditure on R & D was Rs. 9.30 Lacs.


Mar 31, 2000

The Directors present their Twenty-fifth Annual Report and the audited Statement of Accounts for the year ended 31st March, 2000.

Financial Results : 1999-2000 1998-1999 Rs. in Lacs Rs. in Lacs

Sales and Other Income 23,112.26 20,779.50

Profit before Depreciation and Taxes 1,283.18 1,154.13

Less : Depreciation 379.36 344.03

Profit before Taxes 903.82 810.10

Less : Taxes [P.Y. Net of excess of provision of earlier years Rs. 60 lacs] 150.00 108.77

Profit after Taxes 753.82 701.33

Balance brought forward from previous year 115.53 119.80

Loss on Advances made (85.82) --

Prior Year Adjustment (Net) 2.17 0.71

Profit available for Appropriations 785.71 821.84

Appropriations :

Proposed Dividend 147.36 122.79

Corporate Dividend Tax 32.42 13.51

General Reserve 550.00 570.00

Balance carried to Balance Sheet 55.93 115.54

785.71 821.84

Dividend :

The Directors recommend payment of dividend at the rate of Rs. 3.00 per share (P.Y. Rs. 2.50 per share) for the year ended 31st March, 2000, on the fully paid up equity shares. The dividend is inclusive of a special 5% dividend to commemorate the Silver Jubilee of the Company.

Rights Issue :

To meet the requirements of growth and expansions, the Company has made a Rights Issue to the existing shareholders in the ratio of one share for every share held at a premium of Rs. 25/- per share. Slated to open in September, 2000, this Issue will increase the Company's net worth base by Rs. 17.20 crores.

Operations :

Following two difficult years, you would be happy to note that the operations during the year have been satisfactory. The production of towers increased from 24,771 MT in the previous year to 40,957 MT during the year. Notwithstanding the fall in prices, the turnover has also shown a modest increase of 11.2%. Net profit after taxes rose modestly by 7.5% to Rs. 7.50 crores partly because of the continued pressure on the margins, a higher outgo on interest costs and also higher provision for taxation during the year.

Shareholders would be aware of the constant efforts made by the Company in expanding the exports market. The Directors are pleased to state that there has been considerable growth in the export turnover (including Deemed Exports) From Rs. 102 crores to Rs. 142 cores during the year. The Company has also been in receipt of citations and awards commending the consistently good quality of its products, services and adherence to strict and tight time schedules. In recognition of the sustained export efforts, the Government of India has upgraded the Company from an Export House to a Trading House.

Outlook :

The outlook for the industry has continued to improve even though volumes are affected by the general fall in price levels. Intense competition has also affected the margins, but the Company has geared itself adequately to meet this. Enquiries from customers, both in India and abroad, are on the rise ; and newer markets are opening up. Barring unforeseen circumstances, the Company is hopeful of maintaining the growth momentum in the current year as well as the ensuing ones.

Subsidiaries :

The downtrend in the cement and steel industry has affected the refractory business. However, the Refractory Unit of the Company, JSL Refractories Ltd., (JRL) has posted a rise in production from 2,484 MT of bricks and monolithics to 4,139 MT, while its turnover increased from Rs. 264.35 lacs to Rs. 444.91 lacs. The pressure on the margins, however, caused JRL to incur a loss of Rs. 54.93 lacs. The Directors have taken various steps to improve the performance and the unit is expected to show positive results during this year.

JSL Finance Ltd., the other subsidiary, has registered itself as an NBFC under the revised guidelines of RBI.

Expansions/Diversifications :

With an eye on the future, the Directors have been on the look out for suitable diversifications to ensure a continued, healthy and sustained growth of the Company. To this end, proposals are under consideration in the areas related to Power Generation, E-commerce and participation in diversified construction projects.

Y2K :

The timely taken by the Directors ensured that the Company achieved Y2K compliance in all its systems without any glitch or interruption. The operating systems have been suitably upgraded including the application of ERP System.

Corporate Governance :

The corporate governance requirements will be mandatory for the Company only by March, 2002. However, shareholders will be happy to know that the spirit of corporate governance has already been in place in the Company for quite some time now, leaving only a few technical issues to be complied with. The Directors are in the process of ensuring that these are also fully completed in the next few months, far ahead of the mandatory requirement date.

The main tenets of good corporate governance viz. full disclosure, transparency, independent monitoring, as well as fairness to all, has, at all times, exercised the minds of the Directors. Apart from the rigid accounting practices and a very high level of transparency, the Company has also put in place the requisite Audit Committee, Share Transfer Committee as well as ensuring a close monitoring of the operations and the people manning the various divisions.

Directors :

During the year, Mr. S. D. Kulkarni joined the Board as an Additional Director and, subsequently, as the Chairman of the board of Directors. The induction of Mr. Kulkarni in the boar vastly strengthens the capability and knowledge level and the Company would greatly benefit from his association. Mr. Kulkarni's term expires at the ensuring Annual General Meeting and he is eligible for appointment as a Director of the Company.

Consequent tot he appointment of Mr. S. D. Kulkarni, Mr. V. P. Valecha relinquished the position of Chairman but continues to be a Director of the Company. The Directors wish to place on record their deep appreciation of the services rendered by Mr. Valecha and look forward to the continuation of his association with the Board.

In accordance with Article 80 of the Articles of Association of the Company, Mr. V. P. Valecha and Mr. Sanjay Mirchandani retire by rotation at the ensuing Annual General Meeting and are eligible for re-appointment.

Auditors :

M/s. R. M. Ajgaonkar & Associates, the Auditors of the Company, will retire at the conclusion of this Annual General Meeting. The Company has received a special notice from a member proposing the appointment of M/s. R. M. Ajgaonkar & Co., Chartered Accountants Mumbai, in place of the retiring Auditors, who have also given their consent for the appointment. Members and therefore, requested to consider appointing M/s. R. M. Ajgaonkar & Co., as Auditors and fix their remuneration.

Conservation of energy, technology absorption and foreign exchange earnings and outgo :

Particulars required to be disclosed under the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, are attached hereto as Annexure-A.

Deposits :

The Company has not accepted deposits from the public within the provisions of Section 58-A of the Companies Act, 1956.

Particulars of Employees :

Information in accordance with the provisions of Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended, regarding employees is given in Annexure-B to the Directors' Report.


Mar 31, 1999

The Directors Present their Twenty-fourth Annual Report and the Audited Statement of Accounts for the year ended 31st March, 1999.

Financial Results : 1999-99 1997-98 Rs. Rs.

Sales and Other Income 2,07,79,49,529 1,84,47,47,899

Profit before Depreciation and Taxes 11,54,13,067 11,38,01,019

Less : Depreciation 3,44,03,048 2,99,13,989

Profit before Taxes 8,10,10,019 8,38,87,030

Less : Taxes [Net of excess provision of earlier years Rs. 60 Lacs (P.Y. Rs. Nil)] 1,10,00,000 1,50,00,000

Profit after Taxes 7,00,10,019 6,88,87,030

Balance brought forward from previous year 1,19,80,026 90,95,903

Prior Year Adjustment (Net) 70,667 4,241

Profit available for appropriations 8,20,60,712 7,79,87,174

Appropriations :

Proposed Dividend 1,22,79,225 1,22,79,225

Corporate Dividend Tax 12,27,923 12,27,923

General Reserve 5,70,00,000 5,25,00,000

Balance carried to Balance Sheet 1,15,53,564 1,19,80,026 8,20,60,712 7,79,87,174

Dividend :

The Directors recommend payment of dividend at the rate of Rs. 2.50 per share (R.Y. Rs. 2.50 per share) for the year ended 31st March, 1999 on fully paid-up equity shares.

Operations :

Shareholders would recall the concern expressed in the Directors' Report last year about business outlook in the near future. Faced with a difficult situation, the Company has been able to achieve 12.65% growth in sales and a marginal growth in net profit inspite of fall in production in the first half of the year. Production level picked up towards the end of the year and the Company could produce 24,771 MT of galvanised structures during the year as compared to 33,134 MT in the previous year. The higher production level is continuing in the current year 1999-2000.

Outlook :

Business outlook for the industry in general and the Company in particular, although not as expected, has improved as compared to last year. Considering the order book position at the beginning of the current year and barring any unforeseen circumstances, the Company is hopeful to post better results in the current year.

Expansion/ Diversification/Subsidiaries :

The refractories unit produced 2,484 MT of bricks and monolithics during the year as against 1,028 MT in the previous year. The Company's gross turnover increased from Rs. 75.49 Lacs to Rs. 268.19 Lacs. The prospects for the current year are optimistic.

The other Subsidiary Company, viz, JSL Finance Ltd., has continued to follow all applicable guidelines issued by the Reserve Bank of India for NBFC's.

Y2K Preparedness Level :

The Company has undertaken steps to achieve Year 2000 compliance in all the computerised systems. It is also developing a contingency plan to tackle any eventuality arising out of this problem. However, no serious threat is expected to the Company's activities from the Y2K problem. The total cost of this project is approximately Rs. 30 Lacs.

Directors :

In accordance with Article 80 of the Articles of Association of the Company, Mr. M.P.Tejwani retires by rotation at the ensuing Annual General Meeting and is eligible for re-election.

During the year, with an object of broad basing the Board, two professional Directors, viz; Mr. P.K. Thakur and Mr. S.A. Krishnan were appointed as Additional Directors on Whole-time basis in the Board meeting held on 31st May, 1999. They shall hold office upto the date of the 24th Annual General Meeting. Notices have been received from the Members alongwith requisite deposit signifying their intention to propose both Mr. PK. Thakur and Mr. S.A. Krishnan as candidates for the offices of Directors liable to retire by rotation.

The Directors recommend appointment of Mr. P.K.Thakur and Mr. S.A. Krishnan as Directors of the Company and re-appointment of Mr. M.P. Tejwani.

Dematerialisation of Shares :

The Company's shares have been admitted for dematerialisation on NSDL Depository of the National Stock Exchange and Central Depository of the National Stock Exchange and Central Depository of the Mumbai Stock Exchange. Equity Shares of the Company can now be traded also in dematerialised forms. This well eliminate problems such as loss, theft, bad deliveries and forgeries associated with physical handling of share certificates as is also more cost efficient to the investor.

Conservation of energy, technology absorption and foreign exchange earnings and outgo :

Particulars required to be disclosed under the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are attached hereto as Annexure-A.

Deposits :

The Company has not accepted deposits from the public within the provisions of Section 58-A of the Companies Act, 1956.

Information pursuant to the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988.

1. Conservation of Energy :

During the year under review, all possible efforts were made to ensure optimum consumption of electricity and fuel at the plants of the Company.

Consumption 1998-99 1997-98 Units Amount (Rs.) Units Amount (Rs.)

Electricity (KWH) 10,92,220 44,70,981 11,78,040 45,57,929 Furnace Oil (KL) 1285.505 75,32,210 1,610.101 1,06,25,661

2. Foreign Exchange Earnings & outgo : 1998-99 1997-98 (Rs.) (Rs.) Earnings (including deemed exports and sales thought Export Houses) 1,01,86,01,523 1,30,15,14,594 Outgo 13,66,48,596 35,24,97,253

3. Technology Absorption and : The R & D Centre and Tower Expenditure on Research and Testing Station suitable for Development Testing of Double Circuit Towers upto 1,000 KV at Ghoti, Dist. Nasik, Maharashtra was commissioned in the previous year. During the year, 17 Nos. of tower prototypes were tested and the operations of the centre are satisfactory.


Mar 31, 1998

The Directors present their Twenty-third Annual Report and the Audited Statement of Accounts for the year ended 31st March, 1998.

Financial Results 1997-98 1996-97 Rs. Rs. Sales and Other Income 1,84,47,47,899 1,44,58,19,753 Profit before Depreciation and Taxes 11,38,01,019 10,61,64,290 Less : Depreciation 2,99,13,989 2,34,15,923 Profit before Taxes 8,38,87,030 8,27,48,367 Less : Taxes 1,50,00,000 2,12,72,000 Profit after Taxes 6,88,87,030 6,14,76,367 Balance brought forward from previous year 90,95,903 15,85,107 Prior Year Adjustment (Net) 4,241 10,57,850 Excess/(Short) Provision of Taxes for previous years - (15,446) Profit available for appropriations 7,79,87,174 6,41,03,878

Appropriations

Proposed Dividend 1,22,79,225 1,22,79,975 Corporate Dividend Tax 12,27,923 12,28,000 Debenture Redemption Reserve - 15,00,000 General Reserve 5,25,00,000 4,00,00,000 Balance carried to Balance Sheet 1,19,80,026 90,95,903

7,79,87,174 6,41,03,878 Dividend :

The Directors recommend payment of dividend at the rate of Rs. 2.50 per share (P. Y. Rs. 2.50 per share) for the year ended 31st March, 1998 on fully paid equity shares, if approved by the members at the Annual General Meeting.

Operations :

During the year under review, the company's gross turnover increased by 27.59% from Rs. 144.58 Crores to Rs. 184.47 Crores. Profit before tax increased by 1.45% from Rs. 8.27 Crores to Rs. 8.39 Crores. After making a provision of Rs. 1.50 Crores for taxes, as compared to the previous years' Rs. 2.13 Crores, the profit after tax increased by 12.04% from Rs. 6.15 Crores to Rs. 6.89 Crores.

The two factories together produced 33,134 MT of galvanised structures as compared to 28,312 MT during the previous year.

The Company's Research, Development and Testing Station for Towers was commissioned during the year.

Outlook :

Business outlook for the industry in general and the company in particular is good in the medium and long run. There is some concern in the very near future due to general economic situation in the country. However, the activity level in the power sector is expected to improve substantially depending on clearances/projects approvals by the Government in the near future.

Expansion/Diversification/Subsidiaries :

The refractories unit produced 1,028 MT of Bricks & Monolithics during the year. In the first half of the year, trial runs were conducted to establish the desired quality of the products. The plant is expected to perform better during the current year.

With reference to Note No. 14 of the `Notes forming part of Accounts', the amount advanced could not be recovered fully as the business of that company had closed down. However, a part of the said amount is expected to be recovered through take-over/out of sale proceeds of the land & building of the said company.

Directors :

With deep regret we write to inform you that Shri N. P. Valecha, Director on the Board since inception of the Company, passed away after a brief illness on 9.4.1998. His inspiring guidance brought the Company where it is today. The Board acknowledges his valuable contribution to the Company.

In accordance with Article 80 of the Articles of Association of the Company, Mr. K. R. Thakur retires and is eligible for re-election. The Board recommends his re-appointment.

Auditors :

M/s R. M. Ajgaonkar & Co., the Auditors of the Company will retire at the conclusion of the forthcoming Annual General Meeting and are eligible for re-appointment. They have given their consent to be re-appointed for the current year. Members are requested to consider re-appointing them as Auditors and fix their remuneration.

Conservation of energy, technology absorption and foreign exchange earnings and outgo :

Particulars required to be disclosed under the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are attached hereto as Annexure - A.

Particulars of employees :

Information in accordance with the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended, regarding employees is given in Annexure - B to the Directors' Report.

Acknowledgements :

The Directors would like to express their grateful appreciation for the assistance and co-operation received from Financial Institutions and the Bankers, the Suppliers and the Clients during the year under review.

The Directors also wish to place on record their appreciation for the devoted services of the Executives, Staff and Workers of the Company.

2. Foreign Exchange Earnings and Outgo :

Earnings (including deemed exports and sales through Export Houses)

Outgo

3. Technology Absorption and Expenditure on Research and Development :

During the year, the Company has commissioned the Tower Testing Station at Ghoti in Nasik District. This Tower Testing Station is suitable for testing of Double Circuit Towers upto 1,000 K.V.


Mar 31, 1997

The Directors present their Twenty-second Annual Report and the Audited Statement of Accounts for the year ended 31st March, 1997.

Financial Results: ---------------------------------------------------------------------- 1996-97 1995-96 ---------------------------------------------------------------------- Sales and Other Income 1,44,58,19,753 1,19,68,00,472 Profit before Depreciation and Taxes 10,61,64,290 14,86,00,765 Less: Depreciation 2,34,15,923 1,98,53,710 Profit before Taxes 8,27,48,367 12,87,47,055 Less : Taxes 2,12,72,000 3,15,00,000 Profit after Taxes 6,14,76,367 9,72,47,055 Balance brought forward from previous year 15,85,107 8,58,598 Prior Year Adjustment (Net) 10,57,850 4,85,058 Excess/(Short) Provision of Taxes for previous years (15,446) (7,25,629) ---------------------------------------------------------------------- Profit available for appropriations 6,41,03,878 9,78,65,082 ---------------------------------------------------------------------- Appropriations: Proposed Dividend 1,22,79,975 122,79,975 Corporate Dividend Tax 12,28,000 -- Debenture Redemption Reserve 15,00,000 15,00,000 General Reserve 4,00,00,000 8,25,00,000 Balance carried to Balance Sheet 90,95,903 15,85,107 ---------------------------------------------------------------------- 6,41,03,878 9,78,65,082 ----------------------------------------------------------------------

Dividend: The Directors recommend payment of dividend at the rate of Rs.2.50 per share for the year ended 31st March, 1997 on fully paid equity shares, if approved by the members at the Annual General Meeting.

Operations and Outlook: The Company has passed through a difficult year. Due to various reasons, large payments were held up with customers for long periods leading to tight cash flows throughout the year. As a result, the Company had to resort to additional borrowings and had to bear heavy interest burden, which is reflected in proportionately lower net profit. The operational profit is also lower on proportionate basis as compared to the previous year. Tight cash flow caused operational problems particularly in the second half of the year, leading to increased costs and reduced profits. Major payments from customers were received towards end of the year, easing the situation to some extent.

There were also delay in finalisation of some major orders by customers. However, the Company received these orders towards end of the year and is poised to grow in terms of sales turnover during the current financial year.

During the year under review, the two factories together produced 28,312 MT of galvanised structures as compared to 27,219 MT during the previous year.

Expansion and Diversification: The Company's expansion at Nasik on the adjoining plot acquired last year has been completed. The Nasik unit is now one of the most modern transmission line tower manufacturing units in the country, having CNC machines for fabrication, two galvanising baths and extensive mechanical handling facilities.

The second galvanising bath at Raipur factory has also been commissioned.

The Research, Development and Testing Station at Ghoti, Nasik District has been commissioned during the current financial year. It could not be admissioned during the accounting year 1996-97, as was originally planned, since a number of additional features, which were not in the original scheme, were incorporated to enhance the usefulness of the station. This has made the station one of its kind in the country suitable for upto 1000 KV double circuit towers.

Subsidiaries: The refractories unit was partially commissioned towards the end of the year under report. It has since been fully commissioned and trial production is going on at the time of writing this report.

Directors: In accordance with Article 80 of the Articles of Association of the Company, Mr. N.P. Valecha and Mr. S.H. Mirchandani retire and are eligible for re-election. The Board recommends their re-appointment.

Auditors: M/s R.M. Ajgaonkar & Co., the Auditors of the Company will retire at the conclusion of the forthcoming Annual General Meeting and are eligible for re-appointment. They have given their consent to be re-appointed for the current year. Members are requested to consider re-appointing them as Auditors and fix their remuneration.

Conservation of energy, technology absorption and foreign exchange earnings and outgo:

Particulars required to be disclosed under the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are attached hereto as Annexure-A.

Particulars of employees: Information in accordance with the provisions of Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended, regarding employees is given in Annexure - B to the Directors' Report.

Acknowledgements: The Directors would like to express their grateful appreciation for the assistance and co-operation received from Financial Institutions and the Bankers, the Suppliers and the Clients, during the year under review.

The Directors also wishes to place on record their appreciation for the devoted services of the Executives, Staff and Workers of the Company.

Foreign Exchange Earnings and Outgo: 1997 1996 Earnings (including deemed exports and 904020067 278134099 sales through Export houses) Outgo 526743527 266672615

Technology absorption and expenditure on R & D: During the year, the company has continued to make investment for setting up of Tower Testing Station at Ghoti in Nasik District & has incurred following expenditure on the same.

Capital including work in progress Rs.65819288.00.


Mar 31, 1996

The Directors present their Twenty first Annual Report and the Audited Statement of Accounts for the year ended 31st March, 1996.

Financial Results: ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ 1995-96 1994-95 Rs. Rs. ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ Sales and Other Income 1,19,68,00,472 76,96,80,002 Profit before Depreciation and Taxes 14,86,00,765 9,93,06,283 Less: Depreciation 1,98,53,710 81,13,802 ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ Profit before Taxes 12,87,47,055 9,11,92,481 Less : Taxes 3,15,00,000 2,60,00,000 ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ Profit after Taxes 9,72,47,055 6,51,92,481 Balance brought forward from previous year 8,58,598 4,28,742 Prior Year Adjustment (Net) 4,85,058 43,753 Excess/(Short) Provision of Taxes for previous years (7,25,629) - ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ Profit available for appropriations 9,78,65,082 6,56,64,976 ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ Appropriations: General Reserve 8,25,00,000 5,25,00,000 Debenture Redemption Reserve 15,00,000 15,00,000 Proposed Dividend 1,22,79,975 1,08,06,378 Balance carried to Balance Sheet 15,85,107 8,58,598 ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ 9,78,65,082 6,56,64,976 ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~

Dividend: The Directors recommend payment of dividend (subject to deduction of tax) of Rs.2.50 per share (P.Y. Rs.2.20 per share) for the year ended 31st March, 1996 on fully paid equity shares, if approved by the members at the Annual General Meeting. Operations: During the year under review, the Company's gross turnover increased by 55.49% from Rs.76.97 crores to Rs.119.68 crores. Profit before tax increased by 41.18% from Rs.9.12 crores to Rs.12.87 crores. After making a provision of Rs.3.15 crores for taxes, as compared to the previous year's Rs.2.60 crores, the net profit after interest, depreciation and taxes increased by 49.17% from Rs.6.52 crores to Rs.9.72 crores.

The two factories together produced 27,219 MT of galvanised structures as compared to 20,278 MT during the previous year. Production is expected to go up further during the current year.

Outlook: The outlook for the Company is optimistic in the short and long run. The Company's order booking for the year 1996-97 for manufacturing and construction activities is satisfactory. The orders include export to a number of countries. Barring some unforeseen situations, the Company expects to grow at a reasonable rate in sales and profits.

Expansion and Diversification: The Company has acquired land admeasuring approximately 1.5 acres adjoining the existing factory at Nasik. This is being utilised for expansion of the Company's manufacturing facility. When this expansion is completed by September, 1996, the Nasik unit will be equipped with CNC machines, two full size galvanizing baths and other supporting manufacturing and material handling machinery.

A second galvanizing bath is also being added to Raipur unit of the Company.

The above additions will bring the manufacturing capacity of the Company to around 42,000 MT per annum by September, 1996. The Company has also acquired about 35 acres of land near Ghoti in Nasik District, for setting up a Research & Development and Testing Station. The R&D Centre at Ghoti, Nasik District is expected to be ready for operation during the year 1996-97.

Subsidiaries: With the above additions taking place to the Company's own manufacturing and other facilities, its dependence for fabrication of tower member on its subsidiary unit Prakash Fabricators will cease. Accordingly, the work of setting up of Refractories Unit in the premises of Prakash Fabricators has now been speeded up and the same is expected to be completed during the year 1996-97. Also, the name of the subsidiary company has been changed to JSL Refractories Ltd., to reflect the products it would be manufacturing in future.

In view of the market conditions, the Company's diversification in acquaculture has been shelved.

Directors: In accordance with Article 80 of the Articles of Association of the Company, Mr. V.R Valecha and Mr. A.V. Kotharay retire and are eligible for re-election. The Board recommends their re-appointment.

Auditors: M/s R.M. Ajgaonkar & Co., the Auditors of the Company will retire at the conclusion of the forthcoming Annual General Meeting and are eligible for re-appointment. They have given their consent to be re-appointed for the current year. Members are requested to consider re-appointing them as Auditors and fix their remuneration. Particulars of employees: Information in accordance with the provisions of Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended, regarding employees is given in Annexure - A to the Directors' Report.

Conservation of energy, technology absorption and foreign exchange earnings and outgo: Particulars required to be disclosed under the companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are attached hereto as Annexure -B. Acknowledgements: The Board places on record, its sincere appreciation of the excellent team work rendered by all the employees of the Company at all levels, without which it would not have been possible to achieve this growth. The Board also wishes to thank the Company's Shareholders, the Bankers, the Suppliers and the Clients for their continued support and confidence.

Foreign Exchange Earnings and Outgo Earnings (including deemed exports and sales through Export Houses) : Rs.27,81,34,099 Outgo : Rs.26,66,72,615

Technology Absorption and : During the year, the Expenditure on Research and Company has acquired land Development for setting up R&D Centre at Ghoti in Nasik District & has incurred following expenditure on the same. Capital : Rs.30,11,351 Recurring : Rs. Nil.


Mar 31, 1995

The Directors present their Twentieth Annual Report and the Audited Statement of Accounts for the year ended 31st March, 1995.

Dividend The Directors recommend the payment of dividend (subject to deduction of tax) at the rate of Rs. 2.20 per share for the year ended 31st March, 1995 on fully paid equity shares, if approved by the members at the Annual General Meeting. Bonus shares issued during the year will also be entitled to the full year's dividend as per the terms of the issue.

Operations During the year under review, the company's gross turnover went up by 43.28% from Rs.53.72 crores to Rs.76.97 crores. Profit before tax went up by 212.74% from Rs.2.92 crores to Rs.9.12 crores. After making a provision of Rs.2.60 crores for taxes, as compared to the previous year's Rs. 0.83 crores, the net profit after interest, dependation and taxes went up by 212.55 % from Rs. 2.09 crores to Rs. 6.52 crores.

The two factories together produced 20278 MT of galvanised structures as compared to 15,791 MT during the previous year. Production is expected to go up further during the current year.

Outlook The outlook for power industry in general and the company in particular is quite optimistic. The company's order booking for the year 1995-96 for manufacturing and construction activities is satisfactory. While the company executed a number of deemed export contracts during the year under review, the order book for the year 1995-96 includes a larger percentage of physical export orders. Barring some unforeseen circumstances, the company expects to continue its growth in sales and profits.

Subsidiaries During the year under review, in terms of the approval of shareholders of the company, JSL FINANCE LTD. has become a wholly owned subsidiary company of the company with effect from 20th April, 1994.

As a result of JSL FINANCE LTD. becoming subsidiary, one more company i.e. Prakash Fabricators and Galvanizers Pvt. Ltd., which is a subsidiary of JSL FINANCE LTD. has also, in terms of the provision of Section 4 (1) (c) of the Companies Act, 1956, become a subsidiary of the company.

As required under the provisions of Section 212 of the Companies Act, 1956, Annual Accounts for the year ended 31st March, 1995 of both these companies are enclosed.

Diversification As stated in the Directors' Report last year, the Board is of the view that as a long term strategy, the company besides growing in its main field of operations, should also gradually diversify in non- related area. With this object in mind, the company is setting up a unit for manufacture of refractories and insulation materials in Prakash Fabricators and Galvanisers Pvt. Ltd. which became the Company's subsidiary through JSL Finance Ltd. One stream of this unit for manufacture of castable refractories went into operation in March, 1995. The rest of the plant and machinery for manufacture of refractories is expected to be commissioned during the current financial year.

In view of difficulties experienced in acquisition of suitable land for farming, the company has not made much headway in its diversification in acquaculture except purchase of about 4 acres of land at Malvan for setting up a prawn hatchery.

Directors In accordance with Article 80 of the Articles of Association of the Company, Mr. K.R. Thakur and Mr. M.P. Tejwani retire and are eligible for re-election. The Board also recommends the reappointment of Mr. K.R. Thakur as Managing Director for further term of three years commencing from 1st April, 1995 to 31st March, 1998 on revised terms and conditions, and also revised terms of remuneration payable to Mr. A.V. Kotharay Wholetime Director of the company w.e.f. 1st April, 1995 for the remaining period of his term ending on 31st March, 1998.


Mar 31, 1994

The Directors present their Nineteenth Annual Report and the Audited Statement of Accounts for the year ended 31st March, 1994. 1. Financial Results : 1993-94 1992-93 Rs. Rs.

Sales and other Income 53,71,93,265 37,30,05,314 ------------ -------------- Profit before Depreciation and Taxes 3,39,26,553 1,93,96,597 Less : Depreciation 47,54,036 18,92,622 ------------ ------------- Profit before Taxes 2,91,72,517 1,75,03,975 Less : Taxes 83,00,000 72,00,000 ------------ ------------- Profit after Taxes 2,08,72,517 1,03,03,975 Balance brought forward from Previous year 12,60,477 9,27,941 Excess Depreciation charged in earlier years written back - 6,59,322 Available for appropriations 2,21,32,994 1,18,91,238 ============ ========== Appropriations : General Reserves 1,30,00,000 47,83,213 Debenture Redemption Reserve 15,00,000 15,00,000 Proposed Dividend 72,04,252 43,47,548 ------------ ---------- Balance carried forward to Balance Sheet 4,28,742 12,60,477 ============ ==========

2. Dividend :

The Directors recommend the payment of dividend (subject to deduction of tax) at the rate of Rs.2.20 per share for the year ended 31 st March, 1994 on fully paid equity shares, if approved by the members at the Annual General Meeting.

3. Operations :

During the year under review, the Company's gross turnover has gone up by 44.0% from Rs. 37.30 crores to Rs. 53.72 crores. Profit before tax has gone up by 66.7% from Rs. 1.75 crores to Rs. 2,92 crores. After making a provision of Rs. 0.83 crores for taxes, as compared to previous year's Rs. 0.72 crore, the net profit after interest, depreciation and taxes has gone up by 102.6% from Rs. 1.03 crores to Rs. 2.09 crores.

Production at the new unit at Raipur has stabilised. There has also been improvement in capacity utilisation of the unit at Nasik. The two units produced 15,791 MT of galvanised structures as compared to 9,666 MT during the previous year.

4. Diversification :

As you have noticed, the size of the Company's operations has been growing. Considering the emphasis on power sector in the policies of the Government, we are confident of maintaining the growth rate in future. It is felt that as a long term strategy, besides growing in its present field of operations, the Company should also diversify in non-related areas. your company is actively working on plans for diversification in the areas such as refractories and insulation materials, aqua culture. As in the transmission line activity, the Company's diversification plans will also be built around good, competent people with relevant experience in the respective areas.

As approved by the shareholders in September, 1993, a wholly owned subsidiary company in the name of JSL Finance Limited has been formed to hold the interest of your company in diversification projects.

5. outlook :

The outlook for power industry is quite optimistic. Tenders for a number of transmission line projects funded by World Bank have been recently floated. Your Company has participated in these tenders and is awaiting the outcome. Your company has satisfactory order booking for the year 1994-95. Barring some unforeseen circumstances, the Company expects to continue its growth in sales and profitability.

6. Bonus Issue :

In view of the Company's improved positions of reserves, your approval has been sought in this meeting to capitalise a part of the reserves and to issue bonus shares in the ratio of ONE bonus share of every TWO fully paid existing shares to those shareholders who on such date, as may be decided by the Board, are the holders of such existing shares.

7. Directors :

Directors deeply mourn the sad demise of Shri R. M Deshmukh, Whole-Time Director, in a car accident on 28th December, 1993 at a very young age of 39 years. The Board would like to place on record its sincere appreciation for the invaluable services rendered by Shri Deshmukh right from the inception of the Company.

IN accordance with the provisions of the Companies Act, 1956, and the Articles of Association of the Company, Mr. N.P. Valecha and Mr. S.H. Mirchandani retire by rotation and are eligible for reappointment.

8. Auditors :

M/s R.M. AJGAONKAR & COMPANY, Chartered Accountants, Bombay, retire at this Annual General Meeting and being eligible, offer themselves for reappointment. A letter has been received from them that the reappointment, if made, will be in conformity with the provisions of Section 224 (1-B) of the Companies Act, 1956. Accordingly, the members are requested to appoint the Auditors for the period commencing from the conclusion of the ensuing Annual General Meeting till the conclusion of the next Annual General Meeting.

9. Particulars of Employees :

Information in accordance with the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended, regarding employees is given in Annexure-A to the Directors' Report.

10. Acknowledgements :

The Board places on record its gratitude to the Bankers and Members of the Company for their continued Support and confidence in the Management. The Board also places on record its sincere appreciation of the valuable services rendered by all the employees of the Company at all levels.

For an on behalf of the Board of Directors.


Mar 31, 1993

The Directors present their Eighteenth Annual Report and the Audited Statement of Accounts for the year ended 31st March, 1993.

Dividend: The Directors recommend dividend (subject to tax) for the year ended 31st March, 1993, on fully paid Equity Shares of Rs.10/- each, to be paid, if approved by the shareholders at the Annual General Meeting to be held on 14th September, 1993, as follows:

a. On 16,23,330 Equity Shares at Rs.2.00 per share (1991-92 : Rs.2.00 per share).

b. On 16,51,330 Equity Shares alloted on 30th November, 1992, at Rs.0.66 per share.

Operations During the year under review, the company achieved a turnover of Rs.3730.05 lakhs (Rs.3021.38 lakhs for the year 1991-92). The Profit Before Tax (PBT) of Rs.175.04 lakhs for the year is higher by 57.45% as compared to the previous year's PBT of Rs.111.16 lakhs. The Profit After Tax (PAT) is Rs.103.04 lakhs for the year as compared to PAT of Rs.59.17 lakhs for the previous year.

With decontrol of steel, the availability has considerably improved. This should lead to better capacity utilisation in the coming years.

Expansion and Modernisation Projects: The Company's new factory at Raipur (M.P.) was commissioned towards the end of the year. Operations at Raipur should have positive impact on the Company's financial working due to lower inward freight and other costs.

Modernisation of Nasik Factory was also completed towards the end of the year.

Outlook: There is considerable well founded optimism about the future outlook of power industry. Your Company has satisfactory order booking for the year 1993-94 and barring some very unforseen circumstances, it expects to sustain the present growth rate.

Power Grid Corporation Ltd. who own and operate the inter state grid have a very ambitious plan of expansion of transmission line network. Maharashtra and other State Electricity Boards are also in the process of strengthening their networks. This will provide good business opportunities to the Company in the years to come. With Sound Technical, Organisational and Financial background, the Company would endeavour to take advantage of these opportunities.

The Company is also working on plans to diversify in other areas which can generate greater opportunities.

Rights Issue: The Company's Rights Issue of Equity Shares was fully subscribed. The shares were allotted on 30th November, 1992. These shares are entitled for the proportionate dividend for the year ended 31st March, 1993.

ANNEXURE TO THE DIRECTORS' REPORT

A). Conservation of Energy The Company has installed the additional power capacitors to improve power factor of the electricity system and to reduce the consumption.

The Company has also installed the improved type of furnace oil burners which will maintain optimum `Fuel to Air Ratio' to achieve proper combustion of furnace oil.

B) Technology Absorption: Nil

C) Foreign Exchange Earnings & Outgo: Earnings : Rs.8,48,11,472 (including deemed exports and sales through Export Houses) Outgo : Rs.4,05,99,305

D) Expenditure on Research & Development Nil


Mar 31, 1992

The Directors present their Seventeenth Annual Report and the Audited Statement of Accounts for the year ended 31st March 1992. Dividend : The Directors recommend the payment of divdend (subject to deduction of tax) at the rate of Rs. 2.00 per share for the year ended 31st March, 1992 on fully paid equity shares, if approved by the members at the Annual General Meeting.

Operations : During the year under review, the Company achieved a turnover of Rs. 3,022.51 lakhs (Rs. 3041.88 lakhs for the financial year 1990-91). The Profit Before Tax of Rs. 111.16 lakhs for the year 1991-92 is higher by 17.5% as compared to the last year's Profit Before Tax of Rs. 94.57 lakhs. The Profit After Tax is Rs. 59.17 lakhs as against the previous year's profit after tax of Rs. 57.58 lakhs. The tax liability is higher as a result of downward revision of depreciation rates and upward revision of corporate tax rates under Income Tax Act. During the year under review, while there was steep increase in interest rates on bank borrowings, the Company had to borrow larger amounts as a result of delays in payments from Electricity Authorities due to their own financial problems.

Outlook : Since the Eighth Five Year Plan has started on 1.4.92, a large number of tenders have already been floated by the Electricity Authorities in India and many more are in the pipeline. Besides, due to partial convertibility of Rupee, exports especially to countries like Oman, Qatar, UAE where the markets are opening up, has become quite attractive.

The Company has already secured orders worth more than Rs. 40 crores, out of which the orders for exports are valued at about Rs. 14 crores.

Expansion & Modernisation Project : As you are aware, the Company is setting up a new factory at Raipur (M.P.) and also modernising its existing factory at Nasik. The project is being executed satisfactorily.

Rights Issue :

The Company is making Rights Issue of equity shares for which the members' approval was obtained in their Extra Ordinary General Meeting held on 11th June, 1992. The issue is scheduled to open in the month of August 1992.

ANNEXURE TO THE DIRECTORS' REPORT A) Conservation of Energy

The Company has used additional insulation material namely Ceramic Blankets in the outer cover of the furnace to prevent the heat losses in order to reduce furnace oil consumption. Besides, the Company is also taking additional measures in conservation of use of furnace oil in view of the short supply as well as higher prices of the same.

B) Technology Absorption

NIL

C) Foreign Exchange Earnings & Outgo

Earnings Rs. 1,12,77,550 (including deemed exports & sales through Export Houses)

Outgo Rs. 36,60,116

D) Expenditure on Research & Development

NIL


Mar 31, 1991

The directors present their Sixteenth Annual Report and the Audited Accounts for the year ended 31st March, 1991.

DIVIDEND : The Directors recommend the payment of dividend (subject to deduction of tax) at the rate of Rs 1.80 per share for the year ended 31st March, 1991 on fully paid equity shares, if approved by the members at the Annual General meeting.

OPERATIONS : Turnover and the other income during the year under report aggregated Rs 3401.88 lakhs (Rs 157.84 lakhs for the financial year 198-90). The production of steel structures at Company's works during the year aggregated 9569 MT (8819 MT. during the Financial year 1989-90). Steel availability from sources under price control of Government of India, has been extremely poor. As a result, the Company has to buy steel from controled prices in order to meet contractual commitments.

OUTLOOK : A massive programme for construction of transmissionline was envisaged in the Eighth Five year plan. Since the plan was not yet taken off, tere has been full in issue of fresh tender enquiries by authorities like NTPC and NHPC. The business envisaged in the Eighth Five Year plan will be available once the plan is commenced.

ANNEXURE TO THE DIRECTORS' REPORT A) Conservation of Energy

The Company has successfully implemented the recommendations given by the Technical Experts from Petroleum Conservation Research Organisation on efficient utilisaation of furnance oil and fuel in the galvanising process. The company is also taking additional measures in coservation of use of furnance oil in view of the short supply as well as higher prices of the same.

B) Technology Absorption

NIL

C) Foreign Exchange Earnings & Outgo

Earnings Rs. 3,20,27,351 (including deemed exports & sales through Export Houses)

Outgo Rs. 3,03,52,053

D) Expenditure on Research & Development

NIL

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