TO
THE MEMBERS,
Your Directors have pleasure in presenting the 9th
Directors Report on the business and operations of your Company together with the
Audited Statement of Accounts for the financial year ended 31st March, 2022.
FINANCIAL RESULTS
Your Companys performance for the financial year ended 31st
March, 2022 is summarized below:
(Rs. in Crore)
| Sl. No. Particulars |
For the financial year ended (Standalone) |
|
For the financial year ended
(Consolidated) |
|
|
31.3.2022 |
31.3.2021 |
31.3.2022 |
31.3.2021 |
| I Revenue from operations |
13,549.29 |
8,399.70 |
15,011.36 |
9,400.29 |
| II Other Income |
114.09 |
95.26 |
119.07 |
107.22 |
| III Total Income |
13,663.38 |
8,494.96 |
15,130.43 |
9,507.51 |
| IV Total Expenses (excluding finance cost and depreciation) |
11,609.30 |
7,397.13 |
12,858.09 |
8,273.25 |
| V EBITDA* |
1,939.99 |
1,002.57 |
2,153.27 |
1,127.04 |
| VI Finance Cost |
112.43 |
235.71 |
131.24 |
250.94 |
| VII Depreciation |
226.90 |
265.89 |
250.08 |
290.38 |
| VIII Profit before exceptional Items, share of profit of an
associate and tax |
1,714.75 |
596.23 |
1,891.02 |
692.94 |
| IX Share of Profit from Associates |
- |
- |
544.61 |
145.75 |
| X Exceptional items - Gain |
- |
40.07 |
- |
41.39 |
| XI Profit after exceptional items but before tax |
1,714.75 |
636.30 |
2,435.63 |
880.08 |
| XII Tax expense |
439.52 |
158.52 |
488.39 |
184.48 |
| XIII Net Profit for the year |
1,275.23 |
477.78 |
1,947.24 |
695.60 |
| XV Total Comprehensive Income for the year (comprising Profit
and |
1,274.54 |
478.76 |
2,011.60 |
702.04 |
*EBITDA = Earnings before Interest, Tax, Depreciation &
Amortization and Other Income FINANCIAL HIGHLIGHTS
During the financial year the revenue from operations of your Company
on standalone basis stood at Rs. 13,549.29 Crore as compared to Rs.8,399.70 Crore during
previous financial year 2020-21. The Profit before other income, Finance Cost, Exceptional
Items, Tax and Depreciation & Amortization (EBITDA) on standalone basis stood at Rs.
1,939.99 Crore as compared to Rs.1,002.57 Crore during previous year. The Net profit on
standalone basis stood at Rs.1,275.23 Crore as compared to a net profit of Rs. 477.78
Crore during previous year.
Further, during the financial year, the consolidated revenue from
operations of your Company stood at Rs.15,011.36 Crore as compared to Rs.9,400.29 Crore
during previous financial year 2020-21. Consolidated Profit before other income, Finance
Cost, Exceptional Items, Tax and Depreciation & Amortization (EBITDA) stood at
Rs.2,153.27 Crore as compared to Rs.1,127.04 Crore during previous financial year. The Net
profit for the financial year 2021-22 on consolidated basis stood at Rs.1,947.24 Crore as
compared to Rs.695.60 Crore during previous financial year.
OPERATIONS
Hisar Division:
Your Companys performance was exemplary during the financial year
2021-22. The Company overcame the strong headwinds emerging from the supply chain
disruptions caused by the ongoing Lockdowns in the initial part of the financial year and
inflationary environment caused by geo political crisis in the later part of the year.
Inflation continues to be a major challenge for businesses worldwide. In addition to
surviving these trying times, your Company made tremendous progress towards expanding the
business sustainably.
Your Company adjusted its risk appetites to accommodate shifting
customer behaviors. Pandemic dampened the demand in Q1 and surged demand of shifted
customer behaviors made it necessary for volumes to increase swiftly, starting in Q2.
Pandemic taught us to work in a dynamic & agile way. Managing risk and navigating
safely in this unpredictable future has become a new norm for us.
Your Company has always been to the fore front of helping society and
enriching lives. Your Company has proactively completed pipeline and auxiliary, for
supplying oxygen to 500 bedded Emergency Covid hospitals in Hisar, in record times.
Company provided uninterrupted Liquid Medical Oxygen supply to several hospitals. Your
Company also provided medical facilities, on call assistance & free vaccination to all
employees.
Your Company commissioned the phase 1 of Brownfield expansion of
Specialty Product Division and logged the ever highest dispatch of Precision Strips. By
carrying the tradition of value creation, your Company has improved its product acceptance
across segments & geographies. We brought several internationally reputed
organizations such as UK Mint to our fold.
Your Company has always accorded the utmost importance to Safety,
Health & Environment. Company has taken giant strides in improving our practices to a
sustainable future & growth. Company has received the International Safety Award from
British Safety Council for the third consecutive year, most sought award in the category.
Companys efforts to reduce its impact bore fruit and were also recognized by the
prestigious bodies. Company was conferred the Golden Peacock Award for Energy Efficiency
for the year 2021 by the Institute of Directors, CII National Award for Excellence in
Energy Management 2021, Global Environment Award by Energy & Environment Foundation,
National Award for Energy Efficient Unit by Industrial Chronicle and Best Organization
award for Adopting Exemplary Environment Practices by National EHS Circle Competition.
Your Company has been continuously outdoing its own quality
accomplishments and being recognized by the industrial bodies for the same. Company
received the highest ever "PAR EXCELLENCE" awards in Quality circle front by
NCQC (National Convention on Quality Circles) & numerous awards in CCQC (National
Convention on Quality Circles.
Your Company has completed the ground work of launching the future
growth, with sustainable operations, to the next orbit.
Vizag Division:
Vizag Division produces High Carbon Ferro Chrome ("HCFC")
with an annual capacity of 40,000 MT. Vizag Division uses Chrome Ore purchased from Odisha
Mining Corporation Limited, Tata Steel Limited and others and transfers output to Hisar
plant, Jindal Stainless Limited and exports also. The operations at Vizag Division were
suspended since 25th March, 2020 and restored on 4th October, 2021.
The Vizag Division produced 12,135 MT of HCFC during financial year
2021-22 as compared to Nil production during financial year 2020-21. Vizag Division
dispatched/sold 11,516 tons of HCFC in aggregate to Hisar plant and Jindal Stainless
Limited during the financial year 2021-22.
CREDIT RATING
The credit ratings for the long term/short term borrowings of the
Company as on date of this report is as under:
• India Ratings : IND AA-/ Stable / IND A1+
. CRISIL Ratings : CRISIL AA-/ Stable / CRISIL A1+
• CARE Ratings: CARE AA- (Outlook: Stable) / CARE A1+
DIVIDEND AND TRANSFER TO RESERVES
In terms of the Dividend Distribution Policy, 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, 2022.
Further, no amount is proposed to be transferred to the reserves of your Company. The
Dividend Distribution Policy is available on Companys website at the following link:
https://www.jshlstainless.com/wp-content/uploads/2020/10/Dividend-Distribution-Policy20818.pdf
SHARE CAPITAL
As on 31st March, 2022, paid up share capital of the Company
was Rs.47,18,69,370 divided into 23,59,34,685 equity shares of Rs.2/- each. There was no
change in share capital of the Company during the Financial Year 2021-22.
COVID -19 IMPACT
The company is closely monitoring the impact of the Covid-19 pandemic
and believes that there will not be any adverse impact on the long term operations and
performance of the company.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report as required under SEBI LODR
forms part of this Directors Report.
TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND
During the year under review , there was no unclaimed amount required
to be transferred to Investor Education and Protection Fund of Government of India.
INFORMATION TECHNOLOGY
An organisation succeeds when it evolves in tandem with new technology.
Jindal Stainless has always been passionate and adaptable when it comes to embracing
change. The financial year 2021-2022 was no different as we successfully completed the
year with significant improvements in the IT infrastructure of the company. The highlight
of the year was initiating the Digital upgradation of ERP systems for streamlined and
transparent business processes.
System applications are not just where it ends, overall Digital
Transformation was also one of the major focus area for the financial year. This was made
possible by rigorous researching and understanding of the gaps, and defining the roadmap
for the upcoming years. Currently we are looking forward to being an early Industry 4.0
adapter soon.
Keeping this vision in mind we launched a plethora of digital
initiatives to change the way we conduct our business. A few of them are listed below:
• Digital Logistics Management Solution
Specifically designed to ensure proper supply chain execution.
• The Historical Data Archiving
The initiative archives unwanted mass from the database for future use.
• Procure Easy
A platform that enables suppliers to participate in online sourcing
opportunities created by Jindal Stainless.
• Enhanced Cyber Security
Implementing enhanced cyber security measures to protect against
external/internal threats and reduce downtime efficiently.
• The Digital Signature
Platform which lets the user sign a document electronically.
Your Company believes in the potential of Information Technology in
transforming the world, and hence, our IT team is fully committed to taking the
organisation to new heights with the help of cutting-edge technology.
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, 2022
are provided in the Annual Report.
SUBSIDIARY COMPANIES / JOINT VENTURES / ASSOCIATE COMPANIES
Your Company has eight subsidiaries, namely:
i. Jindal Stainless Steelway Limited;
ii. JSL Lifestyle Limited;
iii. Green Delhi BQS Limited;
iv. JSL Media Limited;
v. JSL Logistics Limited;
vi. Jindal Lifestyle Limited;
vii. Jindal Strategic Systems Limited; and
viii. J.S.S. Steelitalia Limited
Your Company also has two associate companies namely Jindal Stainless
Limited and Jindal Stainless Corporate Management Services Private Limited. There is no
joint venture of your Company. Jindal Stainless Steelway Limited is a material subsidiary
of your Company.
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: viz.
https://wwwjshlstainless.com/financials/#finstatements
The members, if they desire, may write to the Secretarial Department of
the Company at its registered office 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.jshlstainless.com/wp-content/uploads/2021/08/JSHL-Policy-for-determining-
material-subsidiaries.pdf
DIRECTORS AND KEY MANAGERIAL PERSONNEL
The Board of Directors upon the recommendation of the Nomination and
Remuneration Committee approved to appoint Mr. Jayaram Easwaran as a non-executive
Independent Director, to hold office for a term of 3 (three) years w.e.f. 27th
April 2022. In the opinion of the Board, he possesses adequate integrity, expertise and
experience including the proficiency as ascertained from the online proficiency
self-assessment test conducted by the Indian Institute of Corporate Affairs, for
appointment as an Independent Director of the Company. The shareholders of the Company
approved his appointment through postal ballot on 29th June, 2022.
Further, in accordance with the provisions of the Act, Mr. Abhyuday
Jindal is liable to retire by rotation at the ensuing AGM and being eligible, offers
himself for re- appointment.
Brief resume 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 of Mr. Abhyuday Jindal, Director being liable to retire at the ensuing AGM are given
in the Notice forming part of the Annual Report.
Mr. Girish Sharma ceased to be Director of your Company with effect
from 30th April, 2022 consequent upon completion of second term of his
appointment as an independent director. The Board of Directors places on records its
appreciation for the valuable contribution made by him during his tenure as Director of
the Company.
DECLARATION BY INDEPENDENT DIRECTORS
All the Independent Directors have given declaration to the Company
under section 149 (7) of the Act that they meet the criteria of independence as provided
in Section 149(6) of the Companies Act, 2013 and Regulation 16 of SEBI LODR. The
Independent Directors have also confirmed that they have complied with the Companys Code
of Conduct for Board Members and senior management and they are not debarred to act as a
Director by virtue of any SEBI order or any other statutory authority.
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 Companys website at the link:
https://www.jshlstainless.com/wp-content/uploads/2020/10/Policy-on-Familiarization-
programme-9-4-118.pdf
BOARD EVALUATION
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.
COMPOSITE SCHEME OF ARRANGEMENT
The Board of Directors of your Company at its meeting held on 29th
December 2020 upon the recommendation of its committee(s) had considered and approved a
Composite Scheme of Arrangement pursuant to Sections 230 to 232 and other relevant
provisions of Companies Act, 2013, amongst the Company, Jindal Stainless Limited
("JSL"), JSL Lifestyle Limited, Jindal Lifestyle Limited, JSL Media Limited and
Jindal Stainless Corporate Management Services Private Limited (Scheme). The first
motion petition was filed before Honble National Company Law Tribunal, Chandigarh
bench ("Honble NCLT") on 17th March, 2021.
The NCLT vide its order dated 25th February, 2022 as
rectified by order dated 3rd March, 2022 directed the convening of meetings of
equity shareholders, secured creditors and unsecured creditors of Jindal Stainless Limited
and Jindal Stainless (Hisar) Limited on 23rd April, 2022 and meetings of
secured creditors and unsecured creditors of JSL Lifestyle Limited on 24th
April, 2022. As per regulatory requirement, the said companies convened meetings of their
respective shareholders and creditors for approving the Scheme of Arrangement between the
Companies. Post receipt of approval of the shareholders and creditors, the second motion
petition was filed with Honble NCLT on 23rd April, 2022. Honble
NCLT while hearing the second motion application directed to issue notice(s) to the
sectoral regulator(s).
GENERAL MEETING / POSTAL BALLOT
During the financial year ended 31st March, 2022, apart from
holding the Annual General Meeting of the Company on 16th September, 2021, the
Company conducted a Postal Ballot exercise vide notice dated 9th February 2022,
to seek approval of the shareholders for entering into/continue with material related
party contracts / arrangements / transactions for financial year 2021-22. The aforesaid
matter was duly approved by the shareholders of the Company and the result of postal
ballot was declared on 22nd March, 2022.
Further, the Company vide Postal Ballot notice dated 24th May, 2022,
sought approval of the shareholders for appointment of Mr. Jayaram Easwaran (DIN:
02241192) as an independent director of the Company; to enter into / continue with
material related party contracts / arrangements / transactions for financial year 2022-23;
and for material related party contracts / arrangements / transactions for financial year
2022-23 between Jindal Stainless Steelway Limited (a wholly-owned subsidiary of the
Company) and Jindal Stainless Limited (an associate company of the Company). All the three
resolutions were approved by the shareholders of the Company and result of postal ballot
was declared on 30th June, 2022.
FIXED DEPOSITS
Your Company has not accepted any deposit from the public. Hence, no
information is required to be appended to this report.
EMPLOYEES STOCK OPTION SCHEME
Since the Company has not issued any stock options, the requirement of
disclosure under Regulation 14 of Securities and Exchange Board of India (Share Based
Employee Benefits and Sweat Equity) Regulations, 2021 is not applicable to the Company.
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
Disclosures pertaining to remuneration and other details as required
under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 are provided in the prescribed format
and annexed herewith as Annexure - II to this Report.
The statement containing particulars of employees as required under
Section 197(12) of the Act read with Rule 5(2) & (3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate annexure
forming part of this 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
M/s. Lodha & Co. and M/s. S.S. Kothari Mehta & Co., Joint
Statutory Auditors of the Company and M/s. N.C. Aggarwal & Co., Branch Auditor of the
Companys branch located at Kothavalasa in Vizianagaram district, Andhra Pradesh
(hereinafter referred to as "Branch Auditor"), were appointed by the members at
the 7th Annual General Meeting of the Company held on 21st August,
2020, for a period of five consecutive years i.e. until the conclusion of the 12th
Annual General Meeting of the Company. The Auditors have confirmed that they are not
disqualified from continuing as Auditors of the Company.
The Notes to 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 143 (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 the financial year 2022-23.
The remuneration payable to the Cost Auditors for the financial year
2022-23 shall be placed for ratification by members at the ensuing AGM in terms of Section
148 of the Act read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014.
SECRETARIAL AUDITORS
The Board had appointed M/s Vinod Kothari & Co., Practicing Company
Secretaries to conduct Secretarial Audit for the financial year 2021-22. The Secretarial
Audit Report for the financial year ended 31st March, 2022 is annexed herewith
marked as Annexure - III(a) to this Report. The Secretarial Audit Report does not contain
any qualification, reservation or adverse remark.
Jindal Stainless Steelway Limited, material subsidiary of your Company,
has been undertaken its secretarial audit for the financial year ended 31st
March, 2022 by Practicing Company Secretaries. The Secretarial Audit Report is annexed
herewith marked as Annexure - III(b). The Secretarial Audit Report does not contain any
qualification, reservation or adverse remark.
In line with the Circular dated February 8, 2019 issued by the
Securities and Exchange Board of India, Annual Secretarial Compliance Report for the year
ended 31st March, 2022 confirming compliance of all applicable SEBI
Regulations, Circulars and Guidelines by the Company was issued by M/s Vinod Kothari &
Co., Practicing Company Secretaries. The same is available on the website of the Company
at www.jshlstainless.com.
The Board of Directors at its meeting held 5th May, 2022 has
re-appointed M/s. Vinod Kothari & Co., Practicing Company Secretaries, as Secretarial
Auditor for conducting Secretarial Audit of the Company for financial year 2022-23.
RISK MANAGEMENT
The Board of Directors had 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 doesnt foresee any immediate
risk which threatens the existence of the Company. The details of Risk Management
Committee meeting held during financial year under review and attendance of committee
members are mentioned in the Corporate Governance Report.
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
Composition of the Audit Committee of the Board, along with the details
of meetings held during the financial year under review and attendance of Committee
members at the said meetings, have been provided in the Corporate Governance Report. All
the recommendations made by the Audit Committee during the financial year 2021-22 were
accepted by the Board.
CORPORATE SOCIAL RESPONSIBILITY
Your Company has a comprehensive Corporate Social Responsibility Policy
("CSR Policy") in place, indicating the focus areas of Companys CSR activities.
In line with the CSR philosophy and all the focus areas, your 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.
The Disclosure as per Rule 8 of the Companies (Corporate Social
Responsibility Policy) Rules, 2014 is annexed to this Report at Annexure-IV.
The CSR Policy can be accessed on the Companys website at the
link:
The CSR Policy can be accessed on your Companys website at the
following link:
https://www.jslstainless.com/wp-content/uploads/2020/09/JSL-CSR-Policy.pdf
CSR COMMITTEE
As on 31st March, 2022, the CSR Committee comprises of the
following members:
| Sl. No. Name of Director |
Status |
Category |
| 1 Mrs. Deepika Jindal |
Chairperson |
Non-Executive, Non Independent |
| 2 Mr. N.C. Mathur |
Member |
Non- Executive, Independent Director |
| 3 Mr. Jagmohan Sood |
Member |
Executive, Non Independent |
The details of meeting held during the financial year under review and
attendance of Committee members at the said meeting are provided in the Corporate
Governance Report, forming part of the Annual Report.
BUSINESS RESPONSIBILITY REPORT
Your Company is committed to grow the business responsibly with a long
term perspective as well as to the nine principles enshrined in the National Voluntary
Guidelines (NVGs) on social, environmental and economic responsibilities of business, as
notified by the Ministry of Corporate Affairs, Government of India, in July, 2011.
The Business Responsibility Report ("BRR") of your Company as
per requirement of Regulation 34(2)(f) of the SEBI LODR describing the initiatives taken
by the Company from an environmental, social and governance perspective, along with all
the related policies can be viewed on the Companys website at www.ishlstainless.com.
POLICY ON PREVENTION OF SEXUAL HARASSMENT
Your Company has in place a policy on prevention of sexual harassment
at work place in accordance with the provisions of Prevention, Prohibition and Redressal
of Sexual Harassment of Women at Workplace Act, 2013 ("POSH Act"). 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, one complaint was received and the same has been
closed within the stipulated time limits and in accordance with the law. There are no
pending complaints either at the beginning or end of the financial year.
STOCK EXCHANGES WHERE THE SECURITIES ARE LISTED
| National Stock Exchange of India Limited ("NSE"), |
BSE Limited ("BSE") |
| 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 Company pays annual listing fee to NSE and BSE. No shares of your
Company were delisted during the financial year 2021-22. The Global Depository Shares
("GDS") are listed on Luxembourg Stock Exchange.
ANNUAL RETURN
In terms of Sections 92(3) and 134(3) of the Act, annual return is
available on the Companys website and can be viewed at the link:
https://www.ishlstainless.com/annual-return
NUMBER OF BOARD MEETINGS
The Board of Directors met five times during the financial year ended
on 31st March, 2022. 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) of the Companies Act, 2013
read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and
Regulation 22 of the SEBI LODR, your Company has a Whistle Blower Policy for its
directors, employees and business partners to report genuine concerns about unethical
behavior, actual or suspected fraud or violation of your Companys Code of Conduct or
ethics policy.
The Whistle Blower Policy can be accessed on the Companys website
at the link:
https://www.ishlstainless.com/wp-content/uploads/2020/10/Whistle-Blower-Policy-JSHL.pdf
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY THE COMPANY UNDER
SECTION 186 OF THE COMPANIES ACT, 2013
The particulars of loans, guarantees or investments by your Company
under Section 186 of the Companies Act, 2013 are stated in Notes to Accounts of the
financial statements, 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 items before entering into such transactions.
Particulars of contracts or arrangements entered into by the 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 party transactions and dealing with related party as approved by the Board may
be accessed on your Companys website at the link:
https://www.ishlstainless.com/wp-content/uploads/2022/05/JSHL-Policy-on-dealing-
with-RPT-2022.pdf
In terms of Regulation 23 of the SEBI LODR, the shareholders of the
Company approved to enter into material related party transactions during the financial
year 2022-23 by way of postal ballot for which the result was declared on 30th
June, 2022.
The details pertaining to transactions with person(s) or entity(ies)
belonging to the promoter/ promoter group or any person or any entity holding equity
shares of twenty percent or more in the Company are mentioned in the Standalone Financial
Statement.
THE CHANGE IN THE NATURE OF BUSINESS, IF ANY
There has been no change in the nature of Companys business
during the financial year ended on 31st March, 2022.
POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION POLICY
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 are designed in terms of remuneration policy framed by the NRC. The remuneration
policy of your Company can be viewed at the following link: https://www.j
shlstainless.com/wp- content/uploads/2020/10/Remuneration-Policy.pdf
MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL
POSITION OF THE COMPANY
There were no material changes and commitments affecting the financial
position of your Company which occurred between the end of the financial year to which
this financial statement relates on the date of this report.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE
During the financial year 2021 -22, there were no such significant
material orders passed by the regulators or courts or tribunals impacting the going
concern status and companys operations in future.
SECRETARIAL STANDARDS
The 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 have been followed along with proper explanation relating to material
departures;
(b) 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 as at 31st
March, 2022 and of the profit and loss of the Company for the year ended on that date;
(c) the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the provisions of the
Companies Act, 2013 for safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities;
(d) the Directors have prepared the annual accounts of the Company on a
‘going concern basis.
(e) the Directors have laid down internal financial controls to be
followed by the Company and such internal financial controls are adequate and were
operating effectively.
(f) the Directors have devised proper systems to ensure compliance with
the provisions of all applicable laws and such systems were adequate and operating
effectively.
CORPORATE GOVERNANCE
A separate section on Corporate Governance and 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.
OTHER DISCLOSURES
Your Directors state that no disclosure or reporting is required in
respect of the following items, during the period under review:
(a) There was no issue of equity shares with differential voting rights
as to dividend, voting or otherwise.
(b) There was no issue of shares (including sweat equity shares) to the
employees of the Company under any Scheme.
(c) There is no proceeding pending under the Insolvency and Bankruptcy
Code, 2016.
(d) There was no instance of one time settlement with any bank or
financial institution.
(e) Neither the Managing Director nor the Whole-time Director of the
Company received any remuneration or commission from any of the subsidiary companies.
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 your Company.
+91-9892691696
