Jindal Stainless (Hisar) Ltd Directors Report.

TO

THE MEMBERS,

Your Directors have pleasure in presenting the 6th 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 Companys performance for the financial year ended 31st March, 2019 is summarized below:

(Rs. in Crore)

Sl. No. Particulars

For the financial year ended Standalone)

For the financial year ended (Consolidated)

31.3.2019 31.3.2018 31.3.2019 31.3.2018
I Revenue from operations 8,956.40 9,450.23 10,288.86 10,563.30
II Other Income 95.67 112.20 102.11 116.05
III Total Income 9,052.07 9,562.43 10,390.97 10,679.35
IV Total Expenses 8,680.13 8,972.79 9,906.53 10,025.12
V EBITDA* 899.61 1,139.49 1038.74 1,230.64
VI Profit before exceptional Items, share of profit of an associate and tax 371.94 589.64 484.44 654.23
VII Share of Profit from Associates - - 51.66 147.31
VIII Exceptional items - Gain 31.81 18.44 33.71 19.56
IX Profit after exceptional items but before tax 403.75 608.08 569.81 821.10
X Tax expense 142.10 212.38 173.61 233.45
XI Net Profit for the year 261.65 395.70 396.20 587.65
XII Total Other Comprehensive Income (0.95) (175) (193) 3.50
XIII Total Comprehensive Income for the year (comprising Profit and other Comprehensive Income for the year) 260.70 393.95 394.27 591.15

*EBITDA = Earnings before Interest, Tax, Depreciation & Amortization and Other Income FINANCIAL HIGHLIGHTS

Financial Year ended 31st March, 2019 posed various challenges before the global stainless steel industry in terms of growing trade tensions between various countries resulting into demand contraction and fall in Nickel prices for consecutive seven months. Indian Stainless Steel primary producers faced further challenges due to higher imports from FTA countries and softening of demand in certain sectors. All these together put pressure on the financial performance of the company. Your Company however, could partially mitigate the full adverse impact of the above due to its operational capabilities, leadership position and continuous focus on value added products.

During the year, the revenue from operations of your Company on standalone basis stood at Rs. 8,956.40 Crore as compared to Rs. 9,450.23 Crore during previous financial year 2017-18. The Profit before other income, Finance Cost, Exceptional Items, Tax, Depreciation & Amortisation (EBITDA) on standalone basis stood at Rs. 899.61 Crore as compared to 1,139.49 Crore during previous year. The Net profit on standalone basis stood at Rs. 261.65 Crore as compared to a net profit of Rs. 395.70 Crore during previous year.

Further, during the year, the consolidated revenue from operations of your Company stood at Rs. 10,288.86 Crore as compared to Rs. 10,563.30 Crore during previous financial year 2017-18. Consolidated Profit before other income, Finance Cost, Exceptional Items, Tax Depreciation & Amortization (EBITDA) stood at Rs. 1038.74 Crore as compared to Rs. 1,230.64 Crore during previous year. The Net profit on consolidated basis stood at Rs. 396.20 Crore as compared to Rs. 587.65 Crore during previous year.

OPERATIONS

Hlsar Division:

Your Company performed commendably during the year in spite of very challenging global as well as Indian business scenario. Company did particularly well in its value added segment with increase in volume of its Blade Steel, Precision Strips, Coin Blanking & CRAP Products.

Precision strips volume for the year 15,622 Tons which was 13% higher than previous year (13,821MT). Blade steel volume for the year was 15,250 Tons which was 8% higher than previous year( 14,135 MT) .Coin Blanking division produced a volume of 4,789 Tons which was almost 50% higher than previous year numbers ( 3,210 MT ).

Your Company undertook various capacity enhancement & efficiency improvement initiatives during the year. These initiatives would not only assist in increasing our volumes of value added products but would also help in optimizing cost of operations .These initiatives should help company in accentuating its growth journey.

Your Company continued to focus on different products in Stainless Steel and successfully managed to consolidate its recently added Long product portfolio globally. We also managed to add various new customers for our Special Product Division (“SPD”) products.

To reduce costs and improve productivity, we continued to innovate and digitize our operations. During the year, the Company took various benchmark initiatives to fast track its digitization journey .The company migrated to BW4 HANA, which greatly increased the processing speed of its ERP systems thereby enabling real time data extraction & analysis. The Company was duly awarded for this commendable initiative with SAP ACE award.

The Company continued its tradition of Excellent Quality and was duly recognized by the industrial bodies for the same. The National “PAR EXCELLENCE AWARD” was given to your Company in Quality circle front by NCQC (National Convention on Quality Circles).

The Company continued to exceed on various fronts and was duly recognized for the same by being awarded National Award for” Excellence in Energy Management”. Company also received platinum award in Iron & steel Sector from “SEEM “.

The Company continued to meet global benchmarks and was duly recognized for the same by being certified as ‘ISO 50001 -2018 for energy management, Norsok certification for key grades & various other certifications.

The Company continued to put a paramount focus on Safety and undertook various training initiatives for it. Company is following zero tolerance policy on safety issues and have greatly improved its scores on various indicators.

Vizag Division:

Vizag Division produces High Carbon Ferro Chrome (“HCFC”) with annual capacity of 40,000 MT.

Vizag Division uses Chrome Ore purchased from Odisha Mining Corporation Ltd./ Tata Steel Limited & others and transfers output to Hisar Plant and exports also. The Unit produced 27,547 MT of HCFC during F.Y. 2018-19 as compared to 28,433 MT during F.Y. 2017-18. Also it could recover a quantity of 2,833 ton by processing of 1,80,355 ton of Ferro Chrome slag through 50TPH Crushing unit & 40TPH Tenova Delkor Jig Machine during F.Y. 2018-19 with recovery of 1.56%. During F.Y. 2017-18, the Unit could recover a quantity of 216 MT of HCFC by processing of 10,846 MT of Ferro Chrome Slag, as plant was commissioned in January, 2018 and run for 2 months on trial basis.

The Vizag Division dispatched 23,303 ton HCFC to Hisar plant and exported 5,063 ton during F.Y. 2018-19 as compared to 29097 ton during F.Y. 2017-18.

REVISION IN CREDIT RATING

Your Company received a rating upgrade from CARE, to ‘A- from ‘BBB+ on July 25, 2018, reflecting Companys enhanced profitability and robust balance sheet, along with superior operational performance.

DIVIDEND AND TRANSFER TO RESERVES

In terms of the Dividend Distribution Policy, as per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, 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. Accordingly, no amount is also proposed to be transferred to the reserves of your Company. The Dividend Distribution Policy is available on Companys website at the following link: www.jshlstainless.com/pdf/Dividend-Distribution-Policy20818.pdf SHARE CAPITAL

As on 31st March, 2019, 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 2018-19.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report as required under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI LODR”) forms part of this Annual Report.

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 your Company does not fall in this category as on March 31,2019, this regulation is not applicable to the Company.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

During the year, there was no unclaimed amount required to be transferred to Investor Education and Protection Fund of Government of India.

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) Regulations, 2014 is not applicable to the Company.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the Companies Act, 2013, 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 31st March, 2019, your Company has five subsidiaries, namely (i) JSL Lifestyle Limited, (ii) Jindal Stainless Steelway Limited, (iii) Green Delhi BQS Limited, (iv) JSL Media Limited and (v) JSL Logistics Limited and two associate companies namely (i) Jindal Stainless Limited; and (ii) Jindal Stainless Corporate Management Services Private Limited. There is no joint venture of the Company. Jindal Stainless Steelway Limited is material subsidiary of your Company.

The Financial Statements of Subsidiary Companies are kept open for inspection by the shareholders at the Registered Office and Corporate Office of the Company during business hours on all days except Saturdays and Sundays and public holidays up to the date of Annual General Meeting (AGM) as required under Section 136 of the Companies Act, 2013. The members, if they desire, may write to the Company Secretary at O.P. Jindal Marg, Hisar - 125005 (Haryana) to obtain the copy of the financial statement of the subsidiary companies. The Financial Statements including the Consolidated Financial Statements and all other documents required to be attached with this Report have been uploaded on the website of your Company viz. www.jshlstainless.com .

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 subsidiary company.

Your Company has framed a “Policy for determining Material Subsidiary” in terms of Regulation 16(1)(c) of SEBI LODR. The said Policy may be accessed on the Companys website at the link: http://www.jshlstainless.com/pdf/Policy%20for%20determining%20material%20subsidiaries.pdf

DIRECTORS & KEY MANAGERIAL PERSONNEL

The Board appointed Mr. Abhyuday Jindal as the Managing Director and Key Managerial Personnel of the Company w.e.f. 26th 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. Jagmohan Sood as an Additional Director on the Board of Directors 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. Jagmohan Sood as a Director and Whole Time Director were passed by the Members at the 5th Annual General Meeting.

Mr. Ankur Agrawal has ceased to be Chief Financial Officer w.e.f. 27th April, 2018. Mr. Ajay Goyal, who was already working with the Company as General Manager (Finance & Accounts) was designated to act as interim Chief Financial Officer w.e.f. 30th October, 2018. On 30th January, 2019, the Board appointed Mr. Ramnik Gupta as Chief Financial Officer and Mr. Ajay Goyal relinquished the position of Chief Financial Officer of the Company.

Mr. Ashok Kumar Gupta ceased to be Whole Time Director w.e.f. 15th May, 2018 and Mr. Arunendra Kumar ceased to be Director w.e.f. 3rd October, 2018. The Board of Directors places on records its appreciation for the valuable contribution made by them during their tenure on the Board of Directors.

The Board of Directors has approved appointment of Mr. Girish Sharma, whose 1st term was upto 30th April, 2019, as a non-executive Independent Director, to hold office for a 2nd term of 3 (three) years w.e.f. 1st May, 2019, subject to approval of members in the ensuing Annual General Meeting.

Mr. Abhyuday Jindal, as a Director retires by rotation at the ensuing AGM under the provisions of the Companies Act, 2013 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 Companies Act, 2013 and Regulation 16 of SEBI LODR. Further, all the Directors have also confirmed that 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: http://jshlstainless.com/pdf/Policy%20on%20familiarisation%20programme%20for%20independent%20directors-%20JSHL.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.

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION POLICY

The Companys policy on directors appointment and remuneration and other matters provided in Section 178(3) of the Act has been disclosed in the Corporate Governance Report.

The 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: www.jshlstainless.com/pdf/Remuneration%20Policy.pdf

FIXED DEPOSITS

Your Company has not accepted any deposit from the public. Hence, no information is required to be appended to this report.

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 forms part of this Annual Report.

Disclosures relating 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 forms part of the Annual Report.

Having regard to the provisions of the first 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 and Corporate Office of the Company during normal business hours on working days upto the date of this AGM and any member interested in obtaining such information may write to the Company Secretary 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 Auditors of Vishakhapatnam Division of the Company, were appointed by the Shareholders at the 2nd Annual General Meeting of the Company held on 30th December, 2015, for a period of five consecutive years i.e. until the conclusion of the 7th 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 has not been included in the Ordinary Business of the AGM Notice forming part of this Annual Report. The 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 Companies Act, 2013 read with Companies (Cost Records and Audit) Rules, 2014, your Company is required to get its cost accounting records audited by a Cost Auditor. The Company 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 Companies Act, 2013 and gets them audited. The Cost Audit Report for the FY 2017-18 given by the Cost Auditors does not contain any qualification, reservation or adverse remark.

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 had appointed M/s Vinod Kothari & Co., Practicing Company Secretaries to conduct Secretarial Audit for the financial year 2018-19. The Secretarial Audit Report for the financial year ended March 31,2019 is annexed herewith marked as Annexure - II(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 undertaken its secretarial audit for the financial year ended 31st March, 2019 by M/s Khadriya & Co., Practicing Company Secretaries, which is annexed herewith marked as Annexure - II(b). 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 based on the market capitalisation as on 31st March, 2019, 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.

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

The Audit Committee comprises of the four Directors out of which three are Independent Directors:

Sl. No. Name of Director* Status Category
1 Mr. Girish Sharma Chairman Independent Director
2 Mr. Jagmohan Sood1 Member Whole Time Director, Non-Independent
3 Mr. Kanwaljit Singh Thind Member Independent Director
4 Mrs. Arti Luniya2 Member Independent Director

1 Mr. Jagmohan Sood was inducted as Member of the Audit Committee w.e.f. 15th May, 2018.

2 Mrs. Arti Luniya was inducted as Member of the Audit Committee w.e.f. 30th October, 2018.

* Mr. Arunendra Kumar ceased to be member of the Audit Committee w.e.f. 3rd October, 2018. Mr. Ashok Kumar Gupta ceased to be member of the Audit Committee w.e.f. 15th May, 2018.

All the recommendations made by the Audit Committee during the financial year 2018-19 were accepted by the Board.

CORPORATE SOCIAL RESPONSIBILITY

The Corporate Social Responsibility Committee (“CSR Committee”) has formulated and recommended to the Board, a Corporate Social Responsibility Policy (“CSR Policy”) 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 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 the Companys website at the link: http://jshlstainless.com/pdf/JSHL%20CSR%20Policy.pdf

CSR COMMITTEE

The CSR Committee comprises of the three Directors out of which one is Independent Director:

Sl. No. Name of Director* Status Category
1 Mrs. Deepika Jindal Chairperson Non-Executive Director, Non Independent
2 Mr. Kanwaljit Singh Thind Member Non- Executive, Independent Director
3 Mr. Jagmohan Sood1 Member Executive, Non Independent

1. Mr. Jagmohan Sood was inducted as Member of Corporate Social Responsibility Committee w.e.f. 15th May, 2018.

* Mr. Ashok Kumar Gupta ceased to be Member of the Committee w.e.f. 15th May, 2018

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. 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. To create awareness and sensitivity among employees of all genders, the Company has been extensively undertaking induction and POSH Training programmes on a continuous basis.

STOCK EXCHANGES WHERE THE SHARES 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 annual listing fee was paid to both the stock exchanges. No shares of the 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: http://jshlstainless.com/annualreports.html

NUMBER OF BOARD MEETINGS

The Board of Directors met 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(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 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 Companys code of conduct or ethics policy. The Whistle Blower Policy can be accessed on the Companys website at the link: http://jshlstainless.com/pdf/Whistle%20Blower%20Policy-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 the Company under Section 186 of the Companies Act, 2013 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 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: http://www.jshlstainless.com/pdf/Policy%20on%20dealing%20with%20Related%20Party%20Transactions%20JSHL.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. During the Financial year 2018-19, there was no transaction with person or entity belonging the promoter/promoter group which hold(s) 10% or more shareholding in the Company.

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, 2019.

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 the Company which occurred between the end of the financial year to which this financial statement relates on the date of this report.

ANY 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, 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 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 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, 2019 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 Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, 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 Jagmohan Sood
Date : 24 May 2019 Managing Director DIN:07290474 Whole Time Director DIN:08121814

Annexure - I to Directors Report

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO PURSUANT TO PROVISIONS OF SECTION 134 OF THE COMPANIES ACT, 2013 READ WITH THE COMPANIES (ACCOUNTS) RULES, 2014.

(A) CONSERVATION OF ENERGY

(a) The steps taken or impact on conservation of energy

- Implementation of ISO 50001:2018 (Energy Management System) to improve the Energy performance of plant.

- Installation of VFD Screw compressor at Air plant.

- Installation of air pre heater at boiler to reduce the fuel consumption.

- Installation of capacitors bank to improve the power factor

- Synchronize and automate billet transfer mechanism between PHF and WBF to reduce fuel consumption.

- Installation of energy efficient pump in sections to reduce power consumption

- Conventional lights changed with high efficient LED lights at SMS,HRM & CRM

- Improvement in thermal insulation of WBF to reduce radiation leakages.

- Arresting air leakages in sections to reduce the compressor specific power consumption.

- Discontinue of hot well cooling tower & Installation of new tower to reduce power consumption.

- Installation of descaling pump at strip mill to reduce the power consumption under progress.

(b) The steps taken by the Company for utilising alternate sources of energy

- Use of Bio fuel (Green fuel) in walking beam furnace.

- Mini Bio gas plant at Cafeteria.

- Solar energy at roof top and sheds.

- Energy efficient pumps and compressors installation in year 2018-19.

- Planning for Utilization of waste heat at AP4 by installing boiler.

(c) The capital investment on energy conservation equipments

- Installed VFD screw compressor at cost of- Rs. 211 Lakhs

- High energy efficient Pumps- Rs. 47 Lakhs

- Installed hot well cooling tower- Rs. 44 Lakhs

- Installed LED lights at SMS & HRM- Rs. 134 Lakhs

- Installation of descaling pump at strip mill- Rs. 228 Lakhs

(B) TECHNOLOGY ABSORPTION

(i) The efforts made towards technology absorption; and the benefits derived like product improvement, cost reduction, product development or import substitution.

Development of new products to diversify product mix:

- Modified IRSM-44 grade with higher strength for Railway Foot over bridge application.

- Manufacturing and supply of 15CDV6 plates to ISRO for the first time.

- Development of electrode quality grade EQ24.13LNb for precision strip application.

- Development of AUS-18 grade with improved corrosion resistance as compared to JSL AUS.

- Development of non-magnetic stainless alloy for snap-button application. The material shows non magnetic behaviour after cold rolling.

- Development of ultra high strength (Tensile strength > 1500MPa) low alloy steel JD1 in 1600 mm width suitable for ballistic application.

- Development of 430 grade of modified chemical composition for improved corrosion resistance designed for white good application.

- Development of clean austenitic stainless steel grade 321H for precision tube application.

- Development of 347 grade with higher YS for structural application.

Benefits derived:

Process Improvement

- Reduction of roll pick-up problem in high Chromium (>17%) ferritic grades

- Minimization of lamination problem in 904L grade through optimization of casting parameters.

- Improvement in the yield of EQ 309LNb grade through minimization of edge crack during hot rolling

- Quality improvement of martensitic stainless steel through microstructural optimization

- Improvement of the quality of large size ingots of super-duplex UNS S32750 grade through modification of casting practice.

Cost Reduction

- Optimization of processing route for 904L grade to improve cost competiveness.

- Improved Cr recovery in Electric Arc Furnace using 30% Al-mix

Benefits derived:

- Enhancing Companys Image as a versatile Producer of Stainless Steel with a wide range of Products.

- Increased Foothold in fast Growing Market segments of defence, long products, nuclear segment

- Cost reduction through different in-house initiatives.

- More value added grades in the product mix.

Future plan of action:

- Indigenous development of High Aluminium (>4%) Ferritic Stainless Steels.

- Manufacturing of shaft and disc of HNS grade using ingot forging route.

- Maximize cost reduction through optimization of raw material.

ii) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)

During the period from 2016 to 2019:

1. Additional capacities of 20 Hi Mill, Bright Annealing lines, Slitting line were mainly imported. All these lines have been installed at Cold Rolling Division, having combined additional CRAP production capacity of 7,500 MT per month.

2. One Traverse Spooling line & One Laser welding machine have been installed in SPD, thereby giving more flexibility in customer service /product basket.

3. Laminar cooling system & de-scaling system has been added at Hot strip mill to enhance the quality of Blade Steel Strips.

4. CNC roll grinder for Steckel Mill in HR division was installed for risk mitigation.

5. Bright bar peeling machine has been added to have penetration in long product market.

All the above technologies have been fully absorbed.

(iii) Expenditure incurred on Research and Development (R&D) (Rs. in Crore
2018-19 2017-18
a) Capital 0.04 Nil
b) Revenue 17.09 7.92
Total 17.13 7.92
c) Total R&D expenditure as a percentage of turnover 0.19% 0.08%

Foreign Exchange Earnings & Outgo

(Rs. in Crore
2018-19
Foreign Exchange Earnings 1237.54
Foreign Exchange Outgo 1534.63