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Corporate Information
  •         DIRECTOR'S REPORT
Jindal Stainless Ltd
Industry : Steel - Large
BSE Code:532508NSE Symbol:JSLP/E(TTM):16.03
ISIN Demat:INE220G01021Div & Yield %:0EPS(TTM):2.09
Book Value (Rupee ):51.3732084Market Cap (Rupee Cr.):1632.24Face Value(Rupee):2
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TO

THE MEMBERS,

Your Directors have pleasure in presenting the 39th Annual Report on the business and operations of your Company together with the Audited Statement of Accounts for the financial year ended 31st March, 2019.

FINANCIAL RESULTS

Your Company's performance for the financial year ended 31st March, 2019 is summarized below:

( in Crore )
Sl. No. Particulars For the financial year ended For the financial year ended
(Standalone) (Consolidated)
31.03.2019 31.03.2018 31.03.2019 31.03.2018
I Revenue from operations 12,585.01 10,963.67 13,557.33 11,816.86
II Other income 27.58 45.41 32.61 45.08
III Total income 12,612.59 11,009.08 13,589.94 11,861.94
IV Total expenses 12,398.24 10,527.21 13,381.13 11,362.61
V EBITDA 1135.94 1,280.93 1164.57 1,340.34
VI Profit before exceptional items, tax and share of net profit of investments accounted for using equity method 214.35 481.87 208.81 499.33
VII Share of profits from associates - - 12.23 15.77
VIII Profit before exceptional items and tax 214.35 481.87 221.04 515.10
IX Exceptional items 6.31 1.37 0.67 4.44
X Profit after exceptional items but before tax 220.66 483.24 221.71 519.54
XI Tax expense 81.62 164.97 76.60 174.04
XII Profit for the year 139.04 318.27 145.11 345.50
XIII Total other comprehensive income (0.40) (0.57) (2.44) 15.58
XIV Total comprehensive income for the year (comprising profit and other comprehensive income for the year) 138.64 317.70 142.67 361.08

FINANCIAL HIGHLIGHTS

During the year, the revenue from operations of your Company on standalone basis has increased to 12,585.01 Crore as compared to 10,963.67 Crore during previous financial year 2017-18, despite the pressure on margins exerted by subsidized imports. However, EBITDA margins continued to be under pressure due to various factors. The Profit before other income, Finance Cost, Depreciation, Exceptional Items, Tax & Amortization (EBITDA) on standalone basis stood at 1,135.94 Crore as compared to 1280.93 Crore during previous year. The Net profit on standalone basis stood at 139.04 Crore as compared to a net profit of 318.27 Crore during previous year.

Further, during the year, the consolidated revenue from operations of your Company has increased to 13,557.33 Crore as compared to 11,816.86 Crore during previous financial year 2017-18. Consolidated Profit before other income, Finance Cost, Depreciation, Exceptional Items, Tax & Amortization (EBITDA) stood at 1,164.57 Crore as compared to 1,340.34 Crore during previous year. The Net profit on consolidated basis stood at 145.11 Crore.

During the year under review your Company continued to record growth in total income which has increased by ~ 14% and stood at 12,612.59 Crore on standalone basis and 13,589.94 Crore on consolidated basis.

CERTIFICATIONS AND QUALITY STANDARDS

Your Company is certified for various management system certifications comprising of Quality Management System (ISO 9001:2015), Environment Management System (ISO 14001:2015) and Occupational Health & Safety Management System (BS OHSAS 18001:2007). The certifications have successfully been upgraded to the latest versions and the unit is in receipt of these certificates. The Company has also successfully obtained Energy Management System certification (as per ISO 50001:2011).

All the testing laboratories(comprising of Materials, Steel Melt Shop, Coal Testing and Mechanical Testing) of the C ompany have adopted laboratory management system and are currently National Accreditation Board of Testing and Calibration Laboratory (NABL) Accredited as single laboratory "Central Laboratory & Technical Services" as per ISO/IEC 17025:2017. NABL has strengthened its overall technical competency which has resulted in becoming world class laboratory with acceptance of its test results worldwide.

The Company is re-certified as per Construction Product Regulation (CE Marking) with incorporation of ferritic & duplex grades of stainless steel with validity of certificate till December 2023. This will further enhance Company's preference as certified manufacturer of stainless steel for construction field in the European market with 14 grades covered under the scope of CE marking. The Company has also undergone re-certification process as per Pressure Equipment Directive AD/ PED and is re-certified with incorporation of ferritic & duplex grades of stainless steel with validity of certificate until January 2022. The PEMEX certification for oil and gas sector is valid until Sept 2019. Your Company continues to hold DNV GL Approval for Marine Application and Approval from Bureau Veritas as per Marine & Offshore General Conditions.

Your Company has REACH/RoHS certification for 200, 300 & 400 series stainless steel grades. This includes compliance to the 7 new additions of Substances of Very High Concern (SVHC) in the REACH regulation 1907/2006.

Your Company has obtained ISI mark/ BIS certification for various grades of Stainless Steel and has recently Up / BIS license from IS 6911:1992 to IS 6911:2017. Inclusion of gr-5 (Low Nickel Austenite) & gr-6 (Duplex) grades in the existing license as per IS 6911:2017(Stainless steel plate, sheet and strips). Implementation of amendment-2 of IS 6911:2017 by incorporating approximately 83 nos. of grades in various group. This has enabled us as preferred stainless steel manufacturer with BIS license. Other BIS licenses availed includes the license per IS 5522: 2014 (Stainless Steel Sheets and Strips for Utensils) and IS 15997:2012 (Low Nickel Austenitic Stainless Steel and Strip for Utensils and Kitchen Appliances).

Your Company also holds JIS Mark Certification as per JIS (Japanese Industrial Standard) JIS G 4304, JIS G 4305 and JIS G 4312 requirements for stainless steel products. This has enabled the Company to sell stainless steel products in Japan and East Asian countries.

REVISION IN CREDIT RATING

In November, 2018, your Company received a rating of "IND BBB" from Fitch's India Ratings and Research, reflecting improvement in creditworthiness of the Company and its reflection of higher operating performance, improved EBITA, and significant debt reduction.

Earlier in June, 2018, CARE had upgraded your Company's credit rating from ‘CARE BB+' to ‘CARE BBB-‘.

EXIT FROM CORPORATE DEBT RESTRUCTURING MECHANISM

The Company has become eligible for exit from Corporate Debt Restructuring (CDR) Scheme, basis the superior financial performance for the last two financial years. In a noteworthy development, the consortium of CDR lenders agreed to allow CDR exit for your Company with effect from 31st March, 2019, subject to requisite approvals from their respective competent authorities.

DIVIDEND & TRANSFER TO RESERVES

In terms of the Dividend Distribution Policy of the Company and as per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI LODR"), equity shareholders of the Company may expect dividend if the Company is having surplus funds and after taking into consideration the relevant internal and external factors as mentioned in the said Policy. Accordingly, considering the cash position, fund requirements for growth of business of your Company and agreement with the Lenders, the Board of Directors has not recommended any dividend for the financial year ended 31st March, 2019. Further, no amount is proposed to be transferred to the reserves of your Company. The Dividend Distribution Policy is available on Company's website at the following link: http://www.jslstainless.com/pdf/JSL-Dividend-Distribution-Policy_482018_R.pdf.

SHARE CAPITAL

As on 31st March, 2019, the paid up share capital of your Company was 124,41,04,594 divided into 47,92,21,660 equity shares of 2 each and 14,28,30,637 Optionally Convertible Redeemable Preference Shares having face value of 2 each ("OCRPS"). The Company has not made any allotment of securities during the year under review.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report as required under the SEBI LODR forms part of this Director's Report.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

During the year under review, your Company has transferred unclaimed and unpaid amounts of fixed deposits aggregating to 2,32,952/- to Investor Education and Protection Fund.

INFORMATION TECHNOLOGY

Your Company is on a growth path as an early adopter of technology. We have IT enabled our HR processes, focusing on employee lifecycle management, learning and development and social collaboration using SAP's Success Factor platform. We have ensured implementation of standard business process and adequate controls through implementation of SAP system in our subsidiaries. We have successfully migrated to the new generation data warehouse platform of BW 4/ HAHA with high stability, performance & modern interface that has significantly improved management and operational reporting. We have also setup a standardized data governance mechanism to maintain and improve master data management in the SAP system. We have also launched a digital e- commerce platform for auctioning of materials to our customers.

Also in this journey our procurement processes have been streamlined for recorded level based procurement controls for optimum inventory management, implemented Nickel and Molybdenum exposure management through SAP based reporting and monitoring of Nickel and Molybdenum stocks, which is helping in forecasting and control of expenditure procurement costs.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the Companies Act, 2013 ("the Act"), SEBI LODR and Ind-AS 110 on Consolidated Financial Statements read with Ind-AS-28 on investments in Associates and Ind-AS-31 on interests in Joint Ventures, the Audited Consolidated Financial Statements for the financial year ended 31st March, 2019 are provided in the Annual Report.

SUBSIDIARY COMPANIES / JOINT VENTURES / ASSOCIATE COMPANIES

As on the date of this Report, your Company has 5 direct subsidiaries, namely (i) Jindal Stainless FZE, Dubai; (ii) PT Jindal Stainless Indonesia; (iii) JSL Group Holdings Pte. Ltd., Singapore; (iv) Iberjindal S.L., Spain and (v) Jindal Stainless Park Limited (Incorporated as a wholly-owned subsidiary). During the financial year ended 31st March, 2019, Jindal Stainless UK Limited, a subsidiary of the Company was dissolved on December 11, 2018

Your Company also has three associate companies namely, Jindal United Steel Limited, Jindal Coke Limited and Jindal Stainless Corporate Management Services Pvt. Ltd. Further, your Company is an associate company of Jindal Stainless (Hisar) Limited. In terms of the provisions of Section 136 of the Act, the standalone financial statements of the Company, consolidated financial statements of the Company, along with other relevant documents and separate audited accounts of the subsidiaries, are available on the website of the Company, at the link:

http://www.jslstainless.com/financialstatements.html

The members, if they desire, may write to the Secretarial Department of the Company at O.P. Jindal Marg, Hisar – 125005 (Haryana) to obtain the copy of the financial statements of the subsidiary companies. A statement containing the salient features of the financial statement of the subsidiaries and associate companies in the prescribed Form AOC - 1 is attached along with financial statements. The statement also provides the details of performance and financial position of each of the subsidiary company. Your Company has framed a policy for determining "Material Subsidiary" in terms of Regulation 16(6) of SEBI LODR, which is available at the website of the Company at the link:

https://www.jslstainless.com/pdf/Policy%20on%20Material%20Subsidiaries.pdf

As on 31st March, 2019, there were no material subsidiaries of the Company.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The tenure of Mr. Ratan Jindal as Chairman and Managing Director of the Company expired on 31st March, 2019. Under his leadership, the Company has made a complete turnaround which is evident both in operational and financial success of the Company. Considering the valuable contribution of Mr. Ratan Jindal and the fact that under his leadership, the Company has made a complete turnaround, the Board re-appointed Mr. Jindal as Chairman and Managing Director of the Company, subject to approval of the members at the ensuing Annual General Meeting (AGM) for a period of three years commencing from 1st April, 2019 till 31st March, 2022.

The Board appointed Mr. Abhyuday Jindal as the Managing Director and Key Managerial Personnel of the Company w.e.f. 25th April, 2018 for a period of three years. Prior to his appointment as the Managing Director, Mr. Abhyuday Jindal was Non-Executive Vice-Chairman of your Company. Further, the Board had inducted Mr. Tarun Kumar Khulbe as an Additional Director on the Board of w.e.f. 15th May, 2018 and appointed him as Whole Time Director and Key Managerial Personnel of the Company w.e.f. the said date for a period of three years. The resolutions for appointment of Mr. Abhyuday Jindal as Managing Director, Mr. Tarun Kumar Khulbe as a Whole Time Director and Dr. Rajeev Uberoi (who was appointed as an Additional Director w.e.f. February 9, 2018) as an Independent Director, were passed by the Members at the 38th AGM.

Mr. Subrata Bhattacharya had ceased to be Whole Time Director w.e.f. 15th May, 2018 and Mr. Sunil Yadav had ceased to be the Company Secretary and Compliance Officer of your Company w.e.f. 25th April, 2018. The Board of Directors had appointed Mr. Navneet Raghuvanshi as the Company Secretary and Compliance Officer of your Company w.e.f. 25th April, 2018. The Board has also designated him as the Key Managerial Personnel (KMP) of your Company.

Mr. Abhyuday Jindal, as a Director retires by rotation at the ensuing AGM under the provisions of the Act, and being eligible, offers himself for re-appointment.

Brief resumes of the abovementioned Directors being appointed / re-appointed, nature of their expertise in specific functional areas, details of Directorship in other companies, membership / chairmanship of committees of the board and other details, as stipulated under Regulation 36(3) of SEBI LODR and Secretarial Standard - 2 issued by The Institute of Company Secretaries of India, are given in the Notice forming part of the Annual Report.

All Independent Directors have given declaration to the Company that they meet the criteria of independence as provided in Section 149(6) of the Act, and Regulation 16 of SEBI LODR. The Independent Directors have also confirmed that they have compiled with Company's Code of Conduct for Board Members and Senior Management. Further, all the Directors have also confirmed that they are not debarred to act as a Director by virtue of any SEBI order.

Your Company has also devised a Policy on Familiarization Programme for Independent Directors which aims to familiarize the Independent Directors with your Company, nature of the industry in which your Company operates, business operations of your Company etc. The said Policy may be accessed on your Company's website at the link:

http://www.jslstainless.com/pdf/DETAILS%20OF%20FAMILIARIZATION%20%20PROGRAMMES%20IMPARTED%20TO%20INDEPENDENT %20DIRECTORS%20JSL.pdf

BOARD EVALUATION

An annual performance evaluation of all Directors, the Committees of the Board and the Board as a whole was carried out during the year. For the purpose of carrying out performance evaluation, assessment questionnaires were circulated to all Directors and their feedback was obtained and recorded.

POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION

Pursuant to the provisions of Section 178 of the Companies Act, 2013 and the SEBI LODR, the Board of Directors on the recommendation of the Nomination and Remuneration Committee has approved the (i) Policy for nomination and selection of Independent Directors and Non- Executive Non-Independent Directors and (ii) Remuneration Policy. The said policies may be accessed on your Company's website at the link:

http://www.jslstainless.com/pdf/JSL%20Remuneration%20Policy.pdf

FIXED DEPOSITS

Your Company had stopped accepting / renewing deposits from 1st April, 2014.In compliance of the CLB Order, your Company has repaid the entire outstanding deposits on 30th June, 2016. As on 31st March, 2019, your Company had total outstanding unclaimed deposits of 23,44,056.

The details relating to deposits, covered under Chapter V of the Act are provided hereunder:

1. Accepted during the year: Nil

2. Remained unpaid or unclaimed as at the end of the year due to pending clearance of cheques including interest: 23,44,056 (unclaimed)

3. Whether there has been any default in repayment of deposits or payment of interest thereon during the year and if so, number of such cases and the total amount involved: - no default has been made and hence these details are not applicable.

1. at the beginning of the year: Not Applicable

2. maximum during the year: Not Applicable

3. at the end of the year: Not Applicable

4. The details of deposits, not in compliance with the requirements of Chapter V of the Act: Nil

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

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is annexed herewith as Annexure - I forming part of this Report.

PARTICULARS OF EMPLOYEES

In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said Rules are provided in the Directors' Report, which forms part of this Annual Report.

Disclosure pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 Rules are provided in the Directors' Report, which forms part of this Annual Report.

Having regard to the provisions of the second proviso to Section 136(1) of the Act, the Annual Report excluding the aforesaid information is being sent to the members of the Company. The said information is available for inspection at the Registered Office of the Company during working hours and any member interested in obtaining such information may write to the Secretarial Department of the Company and the same will be furnished on request.

STATUTORY AUDITORS AND AUDITORS' REPORT

Walker Chandiok & Co. LLP, Chartered Accountants, Statutory Auditors of the Company, were appointed by the Shareholders at the 37th Annual General Meeting of the Company held on 26th September, 2017, for a period of five consecutive years until the conclusion of the 42nd Annual General Meeting of the Company. The ratification of their appointment, pursuant to Section 139 of the Companies Act, 2013, is not required, in terms of Notification No. S.O. 1833(E) dated May 7, 2018, issued by the Ministry of Corporate Affairs and accordingly, the item will not be included in the Notice of the ensuing Annual General meeting of the Company. The Statutory Auditors have confirmed that they are not disqualified from continuing as Auditors of the Company.

The Notes on financial statement referred to in the Auditors' Report are self-explanatory and do not call for any further comments. The Auditors' Report does not contain any qualification, reservation or adverse remark. During the year under review, the Statutory Auditors have not reported any incident related to fraud to the Audit Committee or the Board under section 142 (12) of the Act.

COST AUDITORS

In accordance with the provisions of Section 148 of the Act, read with the Companies (Cost Records and Audit) Rules, 2014, your Company is required to get its cost accounting records audited by a Cost Auditor. The Board has appointed M/s. Ramanath Iyer & Co., Cost Accountants, for this purpose for FY 2019-20. The Company maintains cost records as specified under Section 148 of the Act and gets them audited. The Cost Audit Report for the FY 2018-19 does not contain any qualification, reservation or adverse remark.

The remuneration payable to the Cost Auditors for the Financial Year 2019-20 shall be placed for ratification by members at the ensuing Annual General Meeting in terms of Section 148 of the Act read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014.

SECRETARIAL AUDITORS

The Board has appointed M/s. Vinod Kothari & Company, Practicing Company Secretaries, to conduct Secretarial Audit for the Financial Year 2018-19. In terms of Regulation 25A of SEBI LODR, the Secretarial Audit Report for the Financial Year ended March 31, 2019 is annexed herewith as Annexure – II to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

RISK MANAGEMENT

Though the Regulation 21 of the SEBI LODR, as amended, is not applicable to the Company, it has voluntarily constituted a Risk Management Committee which has been entrusted inter alia with the following functions: (a) Framing of Risk Management Plan and Policy; (b) Overseeing implementation / Monitoring of Risk Management Plan and Policy; (c) Identifying emerging risks and reviewing risk mitigation strategies; and (d) Formulating a cyber security plan and overseeing its implementation. Your Company has laid down procedures to inform Board members about risk assessment and minimization strategy. The Board doesn't foresee any immediate risk when threatens the existence of the Company.

INTERNAL FINANCIAL CONTROLS

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

AUDIT COMMITTEE

As on March 31 2019, of the Audit Committee comprised of the following four Directors out of which three were Independent Directors:

Sl. No. Name Status Category
1 Mr. Suman Jyoti Khaitan Chairman Independent Director
2 Mr. T. S. Bhattacharya Member Independent Director
3 Dr. Rajeev Uberoi1 Member Independent Director
4 Mr. Gautam Kanjilal Member Nominee Director, Non-Independent

1 Dr. Rajeev Uberoi was inducted as a Member of the Audit Committee w.e.f. 25th April, 2018.

All the recommendations made by the Audit Committee during the financial year 2018-19 were accepted by the Board. The details of meetings held during the year under review and attendance of committee members at the said meetings have been provided in the Corporate Governance Report, which forms part of the Annual Report.

CORPORATE SOCIAL RESPONSIBILITY

The Corporate Social Responsibility (CSR) Committee has formulated and recommended to the Board, a Corporate Social Responsibility Policy ("CSR Policy") indicating the focus areas of Company's CSR activities.

Though the Company is not mandated under Section 135 of the Act, to incur expenditure on CSR, for the financial year 2018-19 but being guided by the vision and philosophy of its Founder Late Shri. O. P. Jindal, your Company has planned interventions in the field of education & vocational training, integrated health care, women empowerment, social projects, rural infrastructure development, environment sustainability & sports. The Disclosure as per Rule 9 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed to this Report at Annexure-III.

The CSR Policy can be accessed on your Company's website at the link: https://www.jslstainless.com/pdf/JSL%20CSR%20Policy.pdf

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

As on March 31 2019, the Corporate Social Responsibility Committee comprised of the following three Directors out of which one was Independent Director:

Sl. No. Name Status Category
1 Mr. Ratan Jindal Chairman Executive, Non Independent
2 Mr. T. S. Bhattacharya Member Non-Executive, Independent
3 Mr. Tarun Kumar Khulbe1 Member Executive, Non Independent

1 Mr. Tarun Kumar Khulbe was inducted as a Member w.e.f. 15th May, 2018. Mr. Subrata Bhattacharya ceased to be a Director and consequently a Member of the Committee w.e.f. 15th May, 2018.

BUSINESS RESPONSIBILITY REPORT

In terms of the provisions of Regulation 34 of SEBI LODR, top five hundred listed entities based on market capitalization as on 31st March of every financial year is required to prepare and present a Business Responsibility Report (‘BRR') in the prescribed format to the shareholder. Since the Company does not fall in this category as on March 31, 2019, this regulation is not applicable to the Company

POLICY ON PREVENTION OF SEXUAL HARASSMENT

Your Company has in place a policy on prevention of sexual harassment at workplace in accordance with the provisions of Prevention, Prohibition and Redressal of Sexual Harassment of Women at Workplace Act, 2013. The policy aims at prevention of harassment of women employees and lays down the guidelines for identification, reporting and prevention of sexual harassment. There is an Internal Complaints Committee (ICC) which is responsible for redressal of complaints related to sexual harassment and follows the guidelines provided in the policy. During the year ended 31st March, 2019, no complaints were received pertaining to sexual harassment.

Further, in terms of the provisions of the SEBI LODR the disclosures in relations to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 during the financial year ended on March 31, 2019, are as under:

a. Number of complaints filed during the financial year: NIL

b. Number of complaints disposed of during the financial year: NIL

c. Number of complaints pending as on end of the financial year: NIL

STOCK EXCHANGES WHERE THE SHARES ARE LISTED

National Stock Exchange of India Ltd., ("NSE") BSE Ltd.
Exchange Plaza, 5th Floor, Plot No. C/1, Phiroze Jeejeebhoy Towers,
G – Block, Bandra-Kurla Complex, Dalal Street,
Bandra (E), Mumbai – 400 051 Mumbai – 400 001

The annual listing fee was paid to both the Stock Exchanges. No shares of your Company were delisted during the Financial Year 2018- 19. The Global Depository Shares ("GDS") are listed on Luxembourg Stock Exchange.

EXTRACT OF ANNUAL RETURN

The extract of annual return in Form MGT-9 in terms of the provisions of Section 92 (3) of the Companies Act, 2013 is annexed herewith as Annexure IV and is also posted on the website of your Company which can be accessed at the link:

https://jslstainless.com/AnnualReports.html

NUMBER OF BOARD MEETINGS

The Board of Directors met 4 (four) times during the financial year ended on 31st March, 2019. The details of Board Meetings and the attendance of the Directors are provided in the Corporate Governance Report forming part of this Annual Report.

WHISTLE BLOWER POLICY / VIGIL MECHANISM

Pursuant to the provisions of Section 177(10) of the Act, read with the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 22 of the SEBI LODR, your Company has a Vigil Mechanism namely, Whistle Blower Policy for directors, employees and business partners to report genuine concerns about unethical behavior, actual or suspected fraud or violation of your Company's code of conduct or ethics policy and to ensure that whistleblower is protected. The Whistle Blower Policy is posted on the website of your Company and can be accessed at the link:

http://jslstainless.com/pdf/WB%20Policy.pdf

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS BY THE COMPANY UNDER SECTION 186 OF THE COMPANIES ACT, 2013 ("THE ACT")

The particulars of loans, guarantees and investments by your Company under Section 186 of the Act are stated in Notes to Accounts, forming part of the Annual Report.

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All related party transactions that were entered and executed during the year under review were at arms' length basis. As per the provisions of Section 188 of the Companies Act, 2013 and Rules made thereunder read with Regulation 23 of SEBI LODR, your Company had obtained approval of the Audit Committee under omnibus approval route and / or under specific agenda before entering into such transactions.

Particulars of contracts or arrangements entered into by your Company with the related parties referred to in Section 188(1) of the Companies Act, 2013, in prescribed form AOC-2, is attached as Annexure – V to this Report.

Your Directors draw attention of the members to notes to the financial statements which inter-alia set out related party disclosures. The Policy on materiality of related parties transactions and dealing with related parties as approved by the Board may be accessed on your Company's website at the link: http://www.jslstainless.com/pdf/Policy%20on%20dealing%20with%20Related%20Party%20Transactions.pdf.

In terms of Regulation 23 of the SEBI LODR, approval of the members for all material related party transactions will be taken at the ensuing AGM. The details pertaining to transaction with person or entity belonging the promoter/promoter group which holds 10% or more shareholding in the Company is mentioned in the Standalone Financial Statement.

CHANGE IN THE NATURE OF BUSINESS, IF ANY

There has been no change in the nature of Company's business during the financial year ended on 31st March, 2019.

POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION AND OTHER DETAILS

The Nomination and Remuneration Committee (NRC) considers the best remuneration practice in the industry and while fixing the appropriate remuneration package and for administering the long-term incentive plans. Further, the compensation and packages of the Directors, key Managerial Personnel, Senior Management and other employees is designed in terms of remuneration policy framed by the NRC.

The remuneration policy of your company can be viewed at the following link:

http://www.jslstainless.com/pdf/JSL%20Remuneration%20Policy.pdf

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY

No material changes and commitments affecting financial position of your Company have occurred between the end of the financial year of the Company to which Financial Statements relate and the date of this Report.

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

During the financial year 2018-19 there was no such significant material order passed by the regulators or courts or tribunals impacting the going concern status and Company's operations in future.

SECRETARIAL STANDARDS

The Directors state that applicable Secretarial Standards, i.e., SS-1 and SS-2, relating to ‘Meetings of the Board of Directors' and ‘General Meetings', respectively, have been duly followed by the Company.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(5) of the Companies Act, 2013 with respect to directors' responsibility statement, it is hereby confirmed that:

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

b) the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2019 and of the profit of the Company for the year ended on that date;

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

d) the Directors had prepared the annual accounts on a going concernbasis;

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

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

CORPORATE GOVERNANCE

A separate section on Corporate Governance and a certificate from the practicing Company Secretary regarding compliance of conditions of Corporate Governance as stipulated under the SEBI LODR, form part of the Annual Report.

ACKNOWLEDGEMENT

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

For and on behalf of the Board of Directors
Place: New Delhi Abhyuday Jindal Tarun Kumar Khulbe
Date: May 20, 2019 Managing Director Wholetime Director
DIN: 07290474 DIN: 07302532