Jindal Stainless Ltd Directors Report.

TO THE MEMBERS,

Your Directors have pleasure in presenting the 40th Annual Report on the business and operations of your Company together with the Audited Statement of Accounts for the financial year ended 31st March, 2020.

FINANCIAL RESULTS

Your Companys performance for the financial year ended 31st March, 2020 is summarized below:

(Rs. in Crore)

Sl. No. Particulars For the financial year ended (Standalone) For the financial year ended (Consolidated)
31.03.2020 31.03.2019 31.03.2020 31.03.2019
I Revenue from operations 12,320.11 12,585.01 12,950.87 13,557.33
II Other income 36.98 27.58 39.89 32.61
III Total income 12,357.09 12,612.59 12,990.76 13,589.94
IV Total expenses 12,121.04 12,398.24 12,822.08 13,381.13
V EBITDA 1,174.82 1,135.94 1,139.48 1,164.57
VI Profit before exceptional items, tax and share of net profit of investments accounted for using equity method 236.05 214.35 168.68 208.81
VII Share of profits from associates - - (7.86) 12.23
VIII Profit before exceptional items and tax 236.05 214.35 160.82 221.04
IX Exceptional items 8.31 6.31 4.44 0.67
X Profit after exceptional items but before tax 244.36 220.66 165.26 221.71
XI Tax expense 91.48 81.62 92.64 76.60
XII Profit for the year 152.88 139.04 72.62 145.11
XIII Total other comprehensive income (1.01) (0.40) 7.34 (2.44)
XIV Total comprehensive income for the year (comprising profit and other comprehensive income for the year) 151.87 138.64 79.96 142.67

FINANCIAL HIGHLIGHTS

During the year, revenue from the operations of your Company on standalone basis stood at Rs. 12,320.11 Crore as compared to Rs. 12,585.01 Crore during the previous financial year 2018-19. An uptick of 3% was recorded in Companys Profit before other income, Finance Cost, Depreciation, Exceptional Items, Tax & Amortization (EBITDA) during the financial year ended 31st March, 2020. EBITDA during the financial year 2019-20, on standalone basis stood at Rs. 1,174.82 Crore as compared to Rs. 1,135.94 Crore during previous year. Despite of slowdown in GDP growth and pressure exerted from imports of stainless steel from ASEAN and FTA Countries, the Net profit of the Company on standalone basis registered a growth of 10% and stood at Rs. 152.88 Crore as compared to net profit of Rs. 139.04 Crore during the previous financial year 2018-19.

Further, during the year, the consolidated revenue from operations of the Company stood at Rs. 12,950.87 Crore as compared to Rs. 13,557.33 Crore during the previous financial year 2018-19. Consolidated EBITDA stood at Rs. 1,139.48 Crore as compared to Rs. 1,164.57 Crore during previous year. The Net profit on consolidated basis stood at Rs. 72.62 Crore.

OPERATIONS

Your Company has been able to improve its performance significantly during the year 2019-20. During the period under review, Steel Melting Shop produced 9,73,995 MT. The production at Ferro Alloys during the year was 2,27,727 MT against 2,24,611 MT during the previous year 2018-19. The Captive Power Plants (2 X 125 MW) generated 1,862 Million Units (gross) of power during the period under review as compared to 1,821 Million Units in the year 2018-19.

CREDIT RATING(S)

During the period under review, the credit rating(s) were reaffirmed by the rating agencies for the long term / short term borrowings of the Company, as under:

• CARE credit rating: "CARE BBB- (Outlook: Stable)/A3"

• Fitchs India Ratings & Research rating: "IND BBB/A3+ (Outlook: Stable)"

EXIT FROM CORPORATE DEBT RESTRUCTURING (CDR) FRAMEWORK

Based on the superior financial performance of the Company, State Bank of India, acting in the capacity as the monitoring institution on behalf of the CDR lenders, vide its letter dated 4th March, 2020, confirmed that the Company has successfully exited CDR framework, with effect from 31st March, 2019. The CDR exit marks a significant step forward for the Company underlying improvement in its liquidity profile and profitability. This exit will pave the way for a new phase of growth and a whole new era of success.

DIVIDEND & TRANSFER TO RESERVES

In terms of the Dividend Distribution Policy of the Company and as per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI LODR"), equity shareholders of the Company may expect dividend if the Company is having surplus funds and after taking into consideration the relevant internal and external factors as mentioned in the said Policy. Accordingly, considering the cash position, fund requirements for growth of business of your Company and agreement with the Lenders, the Board of Directors has not recommended any dividend for the financial year ended 31st March, 2020. 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: http://www.jslstainless.com/pdf/JSL-Dividend-Distribution-Policy_482018_R.pdf.

SHARE CAPITAL

As on 31st March, 2020, the paid up share capital of your Company was Rs. 97,44,69,200/- divided into 48,72,34,600 equity shares of face value Rs. 2/- each. During the year under review, the Company has allotted 80,12,940 equity shares of face value of Rs. 2/- each on preferential basis to JSL Limited, a promoter group company and redeemed 14,28,30,637 Optionally Convertible Redeemable Preference Shares ("OCRPS") having face value of Rs.2/- each, earlier issued to the lenders of the Company at a price of Rs. 39.10 per OCRPS. Accordingly, the preferential share capital as at the financial year ended 31st March, 2020 is Nil.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

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

NON CONVERTIBLE DEBENTURES

During the year under review, the Company has issued and allotted on private placement basis, 4,000 senior, unlisted, secured, redeemable, rated and non-convertible debentures having nominal value of Rs. 10,00,000/- each, aggregating to Rs. 400,00,00,000/- (Rupees Four Hundred Crore only) to Kotak Special Situations Fund, registered with SEBI as Alternative Investment Fund. The funds raised through issue of aforesaid debentures assisted the Company in redemption of the OCRPS.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

During the year under review, your Company has transferred unclaimed and unpaid amounts of fixed deposits aggregating to Rs. 1,82,019/- to Investor Education and Protection Fund. During the financial year 2019-20, there was no unclaimed dividend which was required to be transferred to Investor Education and Protection Fund of Government of India.

INFORMATION TECHNOLOGY

Your Company has been an industry leader in embarking up on a digital transformation journey by implementing cutting-edge technology solutions in the manufacturing industry. Information Technology has been instrumental in enabling smoother, faster, and transparent processes across multiple divisions of Companys major operations and activities.

Under the gamut of our upgraded and newly introduced SAP initiatives, the Company has successfully implemented integration of barcode devices with SAP for bay-wise tracking of vehicles inside plant resulting in reduced turnaround time, implementation of paperless material receiving (GRN) process for high-value consumables, railway rake container management system to avoid detention charges, and mapping sales and accidental return process in SAP.

A plethora of other digital initiatives in the plant are changing the way we conduct our business. The Company has adopted industry-specific e-commerce best practices by on-boarding Hybris Commerce, starting with the roll-out of the e-Auction platform. The customers of the Company can now access a Customer 360 view, which gives them relevant information in the form of reports and dashboards covering every aspect of the customers interaction with us. Moreover, vehicle tracking data is now one click away. Online order placement for our high-selling-SKUs and online payments have also been rolled-out. Companys presales product, C4C, has been tightly integrated with Hybris Commerce to provide expeditious service and an Assisted Service Module has been activated to aid the Customer Support Team in efficiently addressing the queries of the customers.

Your Company has also successfully explored other technologies to provide solutions like the Kaizen portal, which have improved the management and tracking of quality circle projects across the plant. Apart from this, digitization of Captive Power Plant (CPP) management communication has increased power consumption visibility in the Company. An online project tracker portal, Pariyojna, has been made to capture progress of different projects in the plant under different categories (Cost/Quality/Productivity/EHS).

As we deep dive into the sea of technology, we find that the power of IT is beyond imagination. The Company is taking concrete steps to harness this potential. The sheer perseverance and unwavering dedication of the Companys IT team are the bedrock of this exceptional performance on our digital transformation journey.

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, 2020 are provided in the Annual Report.

SUBSIDIARY AND ASSOCIATE COMPANIES

As on the date of this Report, your Company has 5 direct subsidiaries, namely

(i) Jindal Stainless FZE, Dubai;

(ii) PT Jindal Stainless Indonesia;

(iii) JSL Group Holdings Pte. Ltd., Singapore;

(iv) Iberjindal S.L., Spain and

(v) Jindal Stainless Park Limited.

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

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

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

As on 31st March, 2020, there were no material subsidiaries of the Company.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year under review, the Board had inducted Mr. Jayaram Easwaran and Mrs. Arti Luniya as an Additional Director (Independent) on the Board of w.e.f. 5th August, 2019 and 26th November, 2019, respectively. The shareholders approved the appointment of Mr. Easwaran at the Annual General Meeting ("AGM") of the Company held on 4th September, 2019. Proposal for confirmation of appointment of Mrs. Arti Luniya will be placed before the shareholders at the ensuing AGM of the Company. In accordance with the provisions of the Act, Mr. Tarun Kumar Khulbe, is liable to retire by rotation at the ensuing AGM and being eligible, offers himself for re-appointment.

Ms. Bhaswati Mukherjee was appointed as an Independent Director of the Company with effect from 15th July, 2017, for a term of three years. Pursuant to the recommendation of the Nomination and Remuneration Committee, the Board at its Meeting held on 6th June, 2020 has approved the re-appointment of Ms. Bhaswati Mukherjee for a further term of three years from 15th July, 2020, subject to the approval of shareholders through special resolution.

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.

Mr. T.S. Bhattacharya ceased to be Independent Director of the Company w.e.f. 22nd September, 2019, on completion of his second term as Independent Director. Further, due to personal reasons, Dr. Rajeev Uberoi resigned from the position of Independent Director of the Company w.e.f. 2nd July 2019.

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

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

https://www.jslstainless.com/pdf/DETAILS-OF-FAMILIARIZATION-PROGRAMMES-IMPARTED-TO-INDEPENDENT-DIRECTORS-JSL.pdf

BOARD EVALUATION

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

FIXED DEPOSITS

Your Company had stopped accepting / renewing deposits from 1st April, 2014. In compliance of the CLB Order, your Company has repaid the entire outstanding deposits on 30th June, 2016. As on 31st March, 2020, your Company had total outstanding unclaimed matured deposits of Rs. 19,99,345/-.

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

1. Accepted during the year: Nil

2. Remained unpaid or unclaimed as at the end of the year due to pending clearance of cheques including interest: Rs. 19,99,345/- (unclaimed matured)

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

1. at the beginning of the year: Not Applicable

2. maximum during the year: Not Applicable 3. at the end of the year: Not Applicable

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

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

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

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

The Notes to financial statements referred to in the Auditors Report are self-explanatory and do not call for any further comments. The Auditors Report do 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 financial year 2020-21.

The remuneration payable to the Cost Auditors for the financial year 2020-21 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 & Company, Practicing Company Secretaries, to conduct Secretarial Audit for the financial year 2019-20. In terms of Regulation 24A of SEBI LODR, the Secretarial Audit Report for the financial year ended 31st March, 2020 is annexed herewith as Annexure – III to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark. In line with the Circular dated February 08, 2019 issued by the Securities and Exchange Board of India, Annual Secretarial Compliance Report for the year ended 31st March, 2020 confirming compliance of all applicable SEBI Regulations, Circulars and Guidelines, by the Company was issued by M/s Vinod Kothari & Co., Practicing Company Secretaries and filed with the Stock Exchanges on 12 June, 2020. The same is available on the website of the Company at www.jslstainless.com.

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 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 under review, 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 2019-20 were accepted by the Board.

CORPORATE SOCIAL RESPONSIBILITY

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

Since there were no profits (calculated in accordance with the provisions of Section 198 of the Act) during last three financial years, therefore the Company is not mandated under Section 135 of the Act, to incur expenditure on CSR for the financial year 2019-20. However being guided by the vision and philosophy of its Founder Late Shri O. P. Jindal, your Company has planned interventions in various fields including education & vocational training, integrated health care, women empowerment, social projects, rural infrastructure development, environment sustainability & sports.

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

CSR COMMITTEE

As on 31st March, 2020, the CSR Committee comprises of the following members:

Sl. No. Name Status Category
1 Mr. Ratan Jindal Chairman Executive, Non Independent Director
2 Ms. Bhaswati Mukherjee1 Member Non-Executive, Independent Director
3 Mr. Tarun Kumar Khulbe Member Executive, Non Independent Director

1. Ms. Bhaswati Mukherjee was inducted as a member of the CSR Committee w.e.f. 11th November, 2019.

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 the Company as per the requirements 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 https://www.jslstainless.com/business_responsiblity_report.php.

POLICY ON PREVENTION OF SEXUAL HARASSMENT

Your Company has in place a policy on prevention of sexual harassment at workplace in accordance with the provisions of Prevention, Prohibition and Redressal of Sexual Harassment of Women at Workplace Act, 2013. The policy aims at prevention of harassment of women employees and lays down the guidelines for identification, reporting and prevention of sexual harassment. There is an Internal Complaints Committee which is responsible for redressal of complaints related to sexual harassment and follows the guidelines provided in the policy.

Further, in terms of the provisions of the SEBI LODR, the details in relation to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, for the financial year ended on 31st March, 2020 are as under:

a. Number of complaints pertaining to sexual harassment filed during the financial year: NIL b. Number of complaints pertaining to sexual harassment disposed off during the financial year: NIL c. Number of complaints pertaining to sexual harassment pending as at the end of the financial year: NIL

STOCK EXCHANGES WHERE THE SHARES ARE LISTED

National Stock Exchange of India Ltd., ("NSE") BSE Ltd. ("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 2019-20. 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 Act is annexed herewith as Annexure - IV to this Report and is also posted on the website of your Company which can be accessed at the link: https://jslstainless.com/annualreports.html

NUMBER OF BOARD MEETINGS

The Board of Directors met 4 (four) times during the financial year ended on 31st March, 2020. The details of Board Meetings and the attendance of the Directors are provided in the Corporate Governance Report.

WHISTLE BLOWER POLICY / VIGIL MECHANISM

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

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

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

The particulars of loans, guarantees and investments by your Company under Section 186 of the Act are stated in Notes to Accounts, forming part of this 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 Act 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 item for entering into such transactions.

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

Your Directors draw attention of the members to notes to the financial statements which inter-alia set out related party disclosures. The Policy on materiality of related parties transactions and dealing with related parties as approved by the Board may be accessed on your Companys website at the link:

http://www.jslstainless.com/pdf/Policy%20on%20dealing%20with%20Related%20Party%20Transactions.pdf.

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

CHANGE IN THE NATURE OF BUSINESS, IF ANY

There has been no change in the nature of Companys business during the financial year ended on 31st March, 2020.

COVID 19 IMPACT

Due to the outbreak of Coronavirus Disease 2019 (COVID-19), declared a pandemic by the World Health Organization, the nationwide lockdown was imposed by the Central and State Government(s) to control the spread of the disease. Accordingly the manufacturing facilities of the Company remained closed from 25th March, 2020 to 4th May, 2020. In compliance with the directives issued by the Government, the Company resumed operations on 5th May, 2020 in a phased manner. The Company ensured the health and safety of all involved stakeholders by enforcing all published Government guidelines for social distancing and safety. As per the resumption plan of the Company, operations will be ramped-up gradually aligned with the market outlook.

The aforesaid lockdown has disturbed the economic activity through interruption in manufacturing process, disruption in supply chain, etc. The Company believes that due to strong business fundamentals, this pandemic may not have a significantly adverse impact on the operations and performance of the Company in the long term. Furthermore, the Company has also constituted an internal cross-functional COVID task force that is monitoring the situation on a real time basis for immediate course corrections and stabilising business operations.

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION AND OTHER DETAILS

The Nomination and Remuneration Committee (NRC) considers the best remuneration practice in the industry and while fixing the appropriate remuneration package and for administering the long-term incentive plans. Further, the compensation and packages of the Directors, key Managerial Personnel, Senior Management and other employees is designed in terms of remuneration policy framed by the NRC. The remuneration policy of your company can be viewed at the following link: http://www.jslstainless.com/pdf/JSL%20Remuneration%20Policy.pdf

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

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

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

During the financial year 2019-20 there was no such significant and material order passed by the regulators / courts / 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 Act 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, 2020 and of the profit of the Company for the year ended on that date;

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

d) the Directors had prepared the annual accounts on a going 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 the SEBI LODR, forms part of the Annual Report.

OTHER DISCLOSURES

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions pertaining to the below items during the period under review:

a) Issue of equity shares with differential voting rights as to dividend, voting or otherwise.

b) Issue of shares (including sweat equity shares) to the employees of the Company under any Scheme.

c) Neither the Managing Director(s) nor the Whole-time Director of the Company receive any remuneration or commission from any of the subsidiary companies save and except as disclosed in the annexure(s) to this Report.

ACKNOWLEDGEMENT

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

For and on behalf of the Board of Directors
Place: New Delhi Abhyuday Jindal Tarun Kumar Khulbe
Date: 6 June, 2020 Managing Director Wholetime Director
DIN: 07290474 DIN: 07302532