DIRECTORS REPORT TO THE MEMBERS, Your Directors have pleasure in presenting the 35th Annual Report on the business and operations of your Company together with the Audited Statement of Accounts for the financial year ended 31st March, 2015. The above financial results of the Company for the year ended 31 st March, 2015 are not comparable with the financial results for the year ended 31st March, 2014 as the financial results for FY 2014-15 have been reopened and revised to give effect to the terms of Section I and II of the Composite Scheme of Arrangement ("Scheme") amongst the Company and its three wholly owned subsidiary companies viz. Jindal Stainless (Hisar) Limited, Jindal United Steel Limited and Jindal Coke Limited which was approved by the Hon'ble High Court of Punjab and Haryana at Chandigarh vide its order dated 21st September, 2015 (as modified on 12th October, 2015). The certified true copy of the said order was filed with the office of Registrar of Companies on 1st November, 2015 and accordingly, Section I and II of the Scheme have become operative with effect from the Appointed Date 1 i.e. close of business hours before midnight of 31st March, 2014. On pre-recast basis, during the year, the net Revenue from operations of your Company on standalone basis has increased by 7.16% at Rs. 12,802.47 crore as compared to Rs. 11,946.98 crore during previous financial year 2013-14. The Profit before other income, Finance Cost, Depreciation, Exceptional Items, Tax & Amortisation on standalone basis stood at Rs. 1040.76 crore as compared to Rs. 879.60 crore during previous year. Further, during the year, the consolidated net Revenue from operations, on pre recast basis, of your Company has increased by 7.22% at Rs. 13,798.75 crore as compared to Rs. 12,869.07 crore during previous financial year 2013-14. Consolidated Profit before other income, Finance Cost, Depreciation, Exceptional Items, Tax & Amortization stood at Rs. 1,146.93 crore as compared to Rs. 1,010.06 crore during previous year. The financial results of the Company during the year 2014-15 continued to remain under stress on account of various factors viz. subdued economic environment, increase in imports (especially cheaper imports from China), increasing raw material prices, unfavorable duty structure and adverse foreign exchange fluctuation. Operations As per the terms of the Scheme, the Ferro Alloys Division of the Company comprising of Ferro Alloy manufacturing facility located at Jindal Nagar, Kothavalasa, Distt. Vizianagaram, Andhra Pradesh and the Mining Division comprising of Chromites Mines have been demerged and vest with Jindal Stainless (Hisar) Limited. Further the business undertaking relating to Hisar Unit of the Company has been transferred to Jindal Stainless (Hisar) Limited on slump sale basis. Consequent upon the filing of the Court order with the office of the ROC, this part i.e. Section I and II of the Scheme has become effective with effect from the Appointed Date 1 i.e. close of business hours before midnight of 31st March, 2014. The other part i.e. Section III and IV of the Scheme pertaining to transfer of Hot Strip Mill to Jindal United Steel Limited and Coke Oven Plant to Jindal Coke Limited shall become effective with effect from the Appointed Date 2 i.e. close of business hours before midnight of 31st March, 2015 upon receipt of necessary approvals from Orissa Industrial and Infrastructure Development Corporation Limited (OIIDCO). With the above, presently the Company is left with only one manufacturing facility located at Jajpur, Odisha. The performance of Jajpur, Odisha improved as compared to last year. During the financial year 2014-15, Steel Melting Shop produced 4,48,476 MT as compared to 4,13,863 MT in the last year, Hot Strip Mill produced 4,40,360 MT against 4,00,930 MT in the last year, Plate Finishing Shop produced 32,143 MT against 35,658 MT and facilities in CRM produced 3,82,949 MT against 3,32,433 MT produced in last year. The production at Ferro Alloys during the year was 1, 07,596 MT against 1,34,559 MT produced last year due to scarcity of raw material. Performance of Coke Oven unit during FY 2014-15 improved producing 2,31,370 MT of Coke against 2,17,193 MT produced in last year. Both the power plants (2X125MW) generated 1,486.241 million units (net) of power as compared to 1,190.925 million units (net) in the last year. Out of the total generation 393.508 million units were wheeled to Hisar plant (since transferred to Jindal Stainless (Hisar) Limited under the Composite Scheme of Arrangement) and 24.461 million units sold through exchange. Jajpur plant is in receipt of Quality Management System (ISO 9001:2008) for its Coke Oven Unit facility. With this the entire plant is certified for IMS consisting of QMS, EMS and OHSAS. The Odisha unit has also received REACH/RoHS certification for various 300 & 400 series stainless steel grades. Scope of Construction Product Directive (CE Marking) certification is expanded to include 316 Ti and 321 grades. This has enabled your Company to be the preferred and certified manufacturers of stainless for construction field in European market. In addition, the Jajpur unit has successfully undergone ISI mark/ BIS certification audit for Stainless Steel grades - 304 (304S1 as per IS 6911), 304L(304S2 as per IS 6911) and 316L grades and is in receipt of license for 304S1 grade. License for other grades is expected to be received shortly. As part of product development, new SS grade added at Jajpur plant in FY 2014-15 includes 201L, 201LN, 310S, 439, 441 & 446. Your Company's products are approved by many reputed organizations viz. BHEL Trichy for 400 series and for new application developments which includes Grade 430 - for utensil application, Grades 304 & 409L - for tubing application, Grade 409L - for fabrication application. Jajpur plant has also successfully catered Grade 304L to Indira Gandhi Centre for Atomic Research for its nuclear application requirements. HSM facility is in receipt of ISI mark/ BIS certification license for various carbon steel grades like Hot Rolled Steel Strips in coils (Grade 1 & 2 Si - Al Killed) and HR Strips in coil form (Grade E 250, Quality - A, BR, Killed/ Semi Killed excluding suitable for impact test requirements). Asset Monetization and Business Reorganization Plan (AMP) and Composite Scheme of Arrangement On account of the operations of the Company remaining under strain due to various external factors the ability of the Company to meet its repayment obligations/ liabilities under the facilities availed by it from the Lenders was adversely affected and it had requested the Lenders to restructure such facilities to support the Company. Accordingly, the Company was referred to the Corporate Debt Restructuring forum, for the efficient restructuring of corporate debt (hereinafter referred to as the "CDR") and a CDR package for the Company was approved by the Empowered Group of CDR (CDR EG ("Approved CDR Package"). Despite, the above restructuring the operations of the Company did not improve as envisaged due to various external factors pertaining to the economy and industry. As a result, the ability of the Company to meet its repayment obligations/ liabilities under the facilities was adversely affected and the Company approached the CDR-EG for a reworked CDR package which was approved by the CDR-EG at their meeting held on August 24, 2012 and a letter of approval dated September 18, 2012 ("Reworked CDR Package'). The Company, after having various rounds of discussions with the CDR Lenders, has now finalized a comprehensive plan of Asset Monetization cum Business Reorganisation Plan ("AMP"). The AMP was approved by the CDR EG vide its letter dated December 26, 2014 ("CDR EG Approval'"), which entails monetization of identified business undertaking(s) of the Company through demerger/slump sale(s) and utilization of the proceeds of the slump sale(s) in reduction of debt of the Company by an amount of ~ r 5,500 Crore (from ~ r 8,894 Crore (outstanding as at March 31, 2014) to ~ r 3,394 Crore). As a part of the above said AMP, the Board of Directors of the Company in their meeting held on 29th December, 2014 approved a Composite Scheme of Arrangement between the Company and its three wholly owned subsidiary companies viz. Jindal Stainless (Hisar) Limited, Jindal United Steel Limited and Jindal Coke Limited and their respective creditors and shareholders. NOC from Stock Exchanges to the said Scheme, in compliance with the provisions of Clause 24(f) of the Listing Agreement, was received on 20th March, 2015. Thereafter, as directed by the Hon'ble High Court of Punjab and Haryana at Chandigarh, meetings of the Shareholders, Secured Creditors and Unsecured Creditors were held on 16th May, 2015 and the proposal of Scheme was approved through overwhelming majority. The Company also obtained approval from public shareholders through e-voting, as per direction of the Stock Exchanges. Thereafter, the Company filed second motion petition before the Hon'ble High Court of Punjab and Haryana at Chandigarh, on 20th May, 2015. The Hon'ble High Court of Punjab and Haryana at Chandigarh, vide its order dated 21st September, 2015 (as modified on 12th October, 2015), has approved the 'Composite Scheme of Arrangement' (Scheme) among Jindal Stainless Limited (JSL), Jindal Stainless (Hisar) Limited (JSHL), Jindal United Steel Limited (JUSL) and Jindal Coke Limited (JCL) and their respective shareholders and creditors. Certified true copy of the said Order was received on 20th October, 2015 and was filed on 1st November, 2015, with the office of Registrar of Companies, NCT of Delhi and Haryana. As per the terms of the Scheme, upon filing of the aforesaid Order with the Office of the Registrar of Companies, NCT of Delhi and Haryana, Section I and II of the Scheme (pertaining to transfer of Demerged Undertakings comprised of Ferro Alloys Manufacturing facility at Kothavalasa, Distt. Vizianagaram, Andhra Pradesh and Chromite Mines and Business Undertaking 1 comprised of manufacturing facility at Hisar from JSL to JSHL) have become operative from the Appointed Date 1 i.e. close of business hours before midnight of 31st March, 2014. Section III and IV of the Scheme with respect to JUSL and JCL respectively shall become operative from Appointed Date 2 i.e. close of business hours before midnight of 31st March, 2015 after receipt of approval from Orissa Industrial and Infrastructure Development Corporation Limited (OIIDCO) with respect to the use of land by JUSL and JCL, for which the Company has already made necessary application. Dividend The Board, considering the Company's performance and financial position for the year under review, has not recommended any dividend on equity shares of the Company for the financial year ended 31st March, 2015. Transfer to Reserves The Board, considering the Company's performance and financial position for the year under review, has not proposed to transfer any amount to reserves. Share Capital As on 31st March, 2014, the paid up share capital of the Company was Rs. 46,23,70,890/- divided into 21,53,75,005 equity shares of Rs.2/- each and 1,58,10,440 Cumulative Compulsory Convertible Preference Shares (CCCPS) of face value of Rs.2/- each. On 19 th December, 2014 and 25th September, 2015, the Company has allotted 1,10,00,000 and 48,10,440 equity shares of Rs.2/- each respectively upon conversion of 1,58,10,440 Cumulative Compulsory Convertible Preference Shares (CCCPS) of face value of Rs.2/- each to JSL Overseas Limited, a member of promoter group. Consequently, as on the date of this report, the paid up share capital of the Company stands at Rs. 46,23,70,890/- divided into 23,11,85,445 equity shares of Rs. 2/- each. Management Discussion and Analysis Report Management Discussion and Analysis Report as required under the listing agreement with the stock exchanges forms part of this Annual Report. Transfer to Investor Education and Protection Fund The Company has transferred unclaimed and unpaid amounts aggregating to Rs.30,85,286/- to Investor Education and Protection Fund of Government of India during the year 2014-15. Employees Stock Option Scheme During the year under review, 5,60,625 stock options were vested in eligible employees. The disclosure, under Regulation 14 of Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 is set out in Annexure -1 to this Report. Information Technology During the year, the Company's IT and SAP department has further modified the SAP ECC 6.0 landscape with enhanced business integration functionalities for Business benefits. This integrated SAP Business Support mechanism is assisting management in making informed decisions through MIS, which is aligned towards achieving goals and through real-time transactions processing. The SAP team will also play a critical role in enabling the Company's Re-Structuring exercise by re-aligning the current SAP Landscape. The IT team has also been successful in providing secure and non-disruptive IT (Hardware, Network, Software etc) services to the Company throughout the year. Various initiatives like an upgraded e-mail solution, enhanced and secure firewalls, bar-coding and Management Analytics, etc. were planned & delivered during the year. The IT and SAP department plans to rollout further Business Enhanced support & solutions to the Company in the coming year as well. Consolidated Financial Statements In accordance with the Companies Act, 2013 and Accounting Standard (AS) - 21 on Consolidated Financial Statements read with AS-23 on Accounting for investments in Associates and AS-27 on Financial Reporting of interests in Joint Ventures, the Audited Consolidated Financial Statements are provided in the Annual Report. Subsidiary Companies / Joint Ventures / Associate Companies As per the terms of the Scheme, six domestic subsidiary companies of the Company viz. JSL Lifestyle Limited, Jindal Stainless Steelway Limited, JSL Architecture Limited, Green Delhi BQS Limited, JSL Media Limited and JSL Logistics Limited have been transferred to Jindal Stainless (Hisar) Limited through slump sale. Consequent thereto, as on 31st March, 2015, the Company has been left with 11 direct and step down subsidiaries, namely (i) Jindal Stainless UK Limited; (ii) Jindal Stainless FZE, Dubai; (iii) PT Jindal Stainless Indonesia; (iv) Jindal Stainless Italy S.r.l.; (v) Jindal Stainless Madencilik Sanayi VE Ticaret A.S., Turkey (vi) JSL Group Holdings Pte. Ltd., Singapore; (vii) JSL Ventures Pte. Ltd., Singapore; (viii) Jindal Aceros Inoxidables S. L., Spain; (ix) Iberjindal S.L., Spain; (x) Jindal United Steel Limited; and (xi) Jindal Coke Limited. Further, the Company has an associate company namely, J.S.S. Steelitalia Ltd. and two joint ventures with MJSJ Coal Limited and Jindal Synfuels Limited. During the financial year ended 31st March, 2015, two subsidiary companies namely JSL Europe SA and JSL Minerals and Metals SA were closed down. Further Jindal Stainless (Hisar) Limited (JSHL), Jindal United Steel Limited (JUSL) and Jindal Coke Limited (JCL) were made the wholly-owned subsidiary companies of the Company. Post sanction of the Scheme, JSHL has ceased to be subsidiary of the Company. The other two companies viz. JUSL and JCL shall also cease to be subsidiary companies of the Company post receipt of approval from OIIDCO and induction of new investors in the said companies. However, these will continue to remain associate companies of the Company. The members, if they desire, may write to Company Secretary at O.P. Jindal Marg, Hisar - 125005 (Haryana) to obtain the copy of the annual report 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 alongwith financial statement. The statement also provides the details of performance, financial position of each of the subsidiaries and associate company.The Policy for determining material subsidiaries as approved may be accessed on the Company's website at the link: <http://jindalstainless.com/images/> Policy%20on%20Material%20Subsidiaries.pdf. Directors & Key Managerial Personnel The Board of Directors has appointed Maj. Gen. Kanwaljit Singh Thind, VSM (Retd.) and Ms. Ishani Chattopadhyay as Additional Directors with effect from 1st October, 2014. The Board has also appointed Mr. Subrata Bhattacharya as Additional Director in the capacity of Whole Time Director with effect from 6th November, 2015. The requisite resolutions for the appointments of the aforesaid Directors will be placed before the shareholders for their approval. The Board of Directors has also appointed Mr. Vipin Agarwal as the Chief Financial Officer and Mr. Raajesh Kumar Gupta as the Company Secretary and Compliance Officer w.e.f. 30th May, 2015. The Board has also designated them as the Key Managerial Personnel (KMPs) of the Company. Mr. Jitender P. Verma, Executive Director (Finance) resigned from the Board of Directors of the Company w.e.f. 25th March, 2015 and as the Chief Financial Officer of the Company w.e.f. closing of working hours on 31st March, 2015. Mr. Jitendra Kumar, Company Secretary and Compliance Officer of the Company resigned w.e.f. closing of working hours on 31st March, 2015. Mr. Vipin Agarwal tendered his resignation as Chief Financial Officer of the Company w.e.f. closing of working hours on 19th October, 2015. The Board places on record its sincere appreciation for the valuable contributions made by them during their tenure. Mr. Rajinder Parkash Jindal, who retires by rotation at the ensuing Annual General Meeting under the provisions of the Companies Act, 2013 and being eligible, offers himself for reappointment. Brief resumes of the abovementioned Directors, nature of their expertise in specific functional areas, details of Directorship in other companies and the membership / chairmanship of committees of the board, as stipulated under Clause 49 of the listing agreement with the stock exchanges, 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 Companies Act, 2013. The Company has also devised a Policy on Familiarization Programme for Independent Directors which aims to familiarize the Independent Directors with the Company, nature of the industry in which the Company operates, business operations of the Company etc. The said Policy may be accessed on the Company's website at the link: Board Evaluation Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board of Directors has approved the criteria for performance evaluation of all Directors, the Committees of Directors and the Board as a whole, on the Recommendation of the Nomination and Remuneration Committee of the Company. An annual performance evaluation of all Directors, the Committees of Directors 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 Policy Pursuant to the provisions of Section 178 of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board of Directors has approved the (i) Policies for nomination and selection of Independent Directors and Non-Executive Non-Independent Directors and (ii) Remuneration Policy on the Recommendation of the Nomination and Remuneration Committee of the Company. The aforesaid policies are attached to this Report at Annexure - II (A) and Annexure - II (B) respectively. Fixed Deposits The Company has stopped accepting / renewing deposits from 1st April, 2014. During the year, the Company filed a petition to the Company Law Board ("CLB") under Section 74(2) of the Companies Act, 2013 ("Acf) praying that it should be allowed to make repayment of Deposits accepted before the commencement of the Act along with interest thereon as and when they fall due or as and when any depositor approaches it for premature payment, instead of repaying the same on or before 31st March, 2015. The CLB, vide its Order dated 6th May, 2015, allowed extension of time up to 30th June, 2016, for repayment of the aforesaid Deposits along with interest due thereon and also directed the Company to make payments to those depositors who approach the Company before 30th June, 2016. The Company has total outstanding Deposits of Rs. 21.41 Crore (including unclaimed deposits), as on 31st March, 2015. The details relating to deposits, covered under Chapter V of the Companies Act, 2013 are provided hereunder: (a) accepted during the year: Nil (b) remained unpaid or unclaimed as at the end of the year: Rs. 61,91,000/- (c) 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- (i) at the beginning of the year: Not Applicable (ii) maximum during the year: Not Applicable (iii) at the end of the year: Not Applicable 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 - III 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 attached as Annexure -IV. 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 are provided in Annexure - V. Auditors and Auditors' Report M/s. Lodha & Co. and M/s. S.S. Kothari Mehta & Co., Joint Statutory Auditors of the Company, were appointed by the Shareholders at the 34th Annual General Meeting of the Company held on 22nd September, 2014, for a period of three consecutive years until the conclusion of the 37th Annual General Meeting of the Company. Pursuant to the provisions of Section 139 of the Companies Act, 2013, the matter relating to the appointment of the aforesaid Joint Statutory Auditors shall be placed for ratification by members at the ensuing Annual General Meeting 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. Cost Auditors In accordance with the provisions of Section 148 of the Companies Act, 2013 read with Companies (Cost Records and Audit) Rules, 2014 as amended vide Companies (Cost Records and Audit) Amendment Rules, 2014 vide notification dated 31st December, 2014, your Company is required to get its cost accounting records audited by a Cost Auditor and has accordingly appointed M/s. Ramanath Iyer & Co., Cost Accountants, for this purpose for FY 2015-16. The Cost Audit for FY 2014-15 was completed within specified time and report was filed with the Central Government. The remuneration of the Cost Auditors shall be placed for ratification by members in terms of Section 148 of the Companies Act, 2013 read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014. Secretarial Auditors The Board has appointed Ms. Shipra Chattree, Practicing Company Secretary (COP no.13539), to conduct Secretarial Audit for the financial year 2014-15. The Secretarial Audit Report for the financial year ended March 31, 2015 is annexed herewith marked as Annexure - VI to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark. Corporate Social Responsibility The Corporate Social Responsibility Committee has formulated and recommended to the Board, a Corporate Social Responsibility Policy ("CSR Policy") indicating the focus areas of Company's CSR activities. In line with the CSR philosophy and the focus areas, the Company has planned interventions in the fields of education & vocational training, integrated health care, women empowerment, social projects, rural infrastructure development, environment sustainability, sports, preservation of art and culture, business of human rights and disaster management. The Disclosure as per Rule 9 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed to this Report at Annexure - VII. The CSR Policy can be accessed on the Company's website at the link: <http://jindalstainless.com/images/JSL%20CSR%20Policy.pdf>. Internal Financial Controls The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operation was observed. Sexual Harassment cases The 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, which came into effect from 9th December, 2013. The policy aims at prevention of harassment of 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, 2015, no complaints were recieved pertaining to sexual harassment. Audit Committee The Audit Committee comprises of the following four Directors out of which three are Independent Directors Stock Exchanges where the shares are listed National Stock Exchange of India Ltd., Plaza, 5th Floor, Plot No. C/1, G - Block, Bandra-Kurla Complex, Bandra (E),Mumbai - 400 051 BSE Ltd. Exchange Phiroze Jeejeebhoy Towers, Dalal StreetMumbai - 400 001 The annual listing fee was paid to both the stock exchanges. No shares of the Company were delisted during the financial year 2014-15. Extract of Annual Return The details forming part of the extract of the Annual Return in form MGT 9 is annexed herewith as Annexure -VIII. Number of Board Meetings The Board of Directors met 5 (five) times during the financial year ended on 31st March, 2015. The details of Board Meetings and the attendance of the Directors are provided in the Corporate Governance Report forming part of this Annual Report. Whistle Blower Policy / Vigil Mechanism Pursuant to the provisions of Section 177(9) read with Companies (Meetings of Board and its Powers) Rules, 2014 of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Company has a Vigil Mechanism namely, Whistle Blower Policy for directors, employees and business partners to report genuine concerns about unethical behavior, actual or suspected fraud or violation of the Company's code of conduct or ethics policy. The Whistle Blower Policy is posted on the website of the Company and can be accessed at the link: <http://jindalstainless.com/whistleblower.php>. Particulars of loans, guarantees or investments by the Company under section 186 The particulars of loans, guarantees or investments by the Company under section 186 are stated in Notes to Accounts, forming part of this Annual Report. Contracts or Arrangements with Related Parties The Company has entered into contracts / arrangements with the related parties in the ordinary course of business and on arm's length basis. Your Directors draw attention of the members to Note 53 to the financial statement which sets out related party disclosures. Based on the recommendations of the Audit Committee, your Board of Directors had approved the Policy on Related Party Transactions in accordance with Clause 49 of the Listing Agreement and as per the provisions of the Companies Act, 2013. The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Company's website at the link: <http://www.jindalstainless.com/images/Policy%20on%20dealingyp> 20with%20Related%20Party%20Transactions.pdf In terms of Clause 49 of the Listing Agreement, all transactions with related parties, which are of material in nature, are subject to the approval of the Members of the Company. The requisite resolution in order to comply with the aforesaid requirements of Clause 49 of the Listing Agreement, as detailed at Item No. 15 of the Notice and relevant Explanatory Statement is commended for the members' approval. Risk Management The Company has laid down procedures to inform Board members about the risk assessment and minimization procedures. These procedures are periodically reviewed to ensure that executive management controls risk through means of a properly defined framework. The Company has also devised a Risk Management Policy for identification of elements of risks and procedures for reporting the same to the Board. The change in the nature of business, if any There has been no change in the nature of Company's business during the financial year ended on 31st March, 2015. Material Changes and Commitments, if any, affecting the financial position of the Company During the half year ended 30th September, 2015, the Company has achieved total income of Rs. 3,262.13 Crores with EBIDTA of Rs. 308.86 Crores. The Company incurred net loss of Rs. 388.59 Crores during this period. This has resulted into erosion in the net worth of the Company. However, with the impending implementation of Section III and IV of the Scheme and proposed conversion of Funded Interest Term Loan of around Rs. 1,000 Crores by the CDR Lenders into Equity Share Capital and CRPS / OCRPS, the net worth of the Company is expected to improve substantially. Further, the optimism on changing market conditions is also expected to improve financial position of the Company. 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 there is no such significant material orders passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future. 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, 2015 and of the profit and loss of the Company for the year ended on that date; (c) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; (d) the Directors had prepared the annual accounts on a going concern basis; (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 Clause 49 of the Listing Agreement with the stock exchanges, form part of this 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 Ratan Jindal Chairman and Managing Director Date : 6th November, 2015 Place: New Delhi |