JSW Holdings Ltd Directors Report.

Dear Shareholders,

The Board of Directors of your Company take pleasure to inform you that your Company continues to be in top 500 companies based on market capitalisation as on March 31, 2022. Your Directors presents the Twenty-First Board Report on the business and operations of your Company, together with Standalone and Consolidated Financial Statements for the year ended 31st March, 2022.

1. Financial Results

Your Company has recorded a very good performance during the year under review as compared to previous financial year. The summary of your Companys financial performance for the current financial year as compared to the previous financial year is detailed below:

(Rs in Lakhs)

Particulars Standalone Consolidated
F.Y. 2021-22 F.Y. 2020-21 F.Y. 2021-22 F.Y. 2020-21
Total Revenue 18,614.21 9,281.19 18,614.21 9,281.19
Profit before Interest, Depreciation & Tax 18,038.76 8,779.86 18,038.76 8,779.86
Less: Interest - 6.76 - 6.76
Less: Depreciation 1.47 2.59 1.47 2.59
Profit before Tax 18,037.29 8,770.51 18,037.29 8,770.51
Less: Tax Expense 4,577.01 2,199.99 4,577.01 2,199.99
Profit after Tax but before share of profit from Associates 13,460.28 6,570.52 13,460.28 6,570.52
Add: Share of profit from Associates (net) - - 1,701.33 950.98
Profit after Tax 13,460.28 6,570.52 15,161.61 7,521.50
Other Comprehensive Income 7,02,601.98 5,37,736.25 7,19,689.10 5,41,438.91
Total Comprehensive Income 7,16,062.26 5,44,306.77 7,34,850.71 5,48,960.41

2. Review of Operations

(A) Standalone:

For the financial year under review, your company earned a total revenue on standalone basis of Rs 18,614.21 lakhs, comprising of income by way of dividend of Rs 11,828.01 lakhs, interest of Rs 5,805.81 lakhs, pledge fees of Rs 980.39 lakhs. The profit before interest, depreciation and tax is Rs 18,038.76 lakhs and after providing for depreciation of Rs 1.47 lakhs and tax of Rs 4,577.01 lakhs, the net profit for the year is Rs 13,460.28 lakhs as against Rs 6,570.52 lakhs in the previous year, indicating an increase of around 104.86%.

(B) Consolidated:

During the year under review, your Company earned the total consolidated revenue of Rs 18,614.21 lakhs, comprising of income by way of dividend of Rs 11,828.01 lakhs, interest of Rs 5,805.81 lakhs, pledge fees of Rs 980.39 lakhs. Your Company has two Associate Companies and after considering the share of profit from associates of Rs 1,701.13 lakhs, the consolidated profit after tax for the year is Rs 15,161.61 lakhs as against Rs 7,521.50 lakhs in the previous year, indicating an increase of around 101.58%.

3. Transfer to Reserves

The Board of Directors has decided to retain the entire amount of profit in the profit and loss account. Accordingly, the Company has not transferred any amount to the Reserves for the year ended March 31, 2022.

4. Dividend

Your Directors do not recommend any dividend for the financial year under review. In terms of the provisions of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations), your Company has formulated and adopted a Dividend Distribution Policy, which is available on the Company?s website and can be accessed at https://www.jsw .in. A copy of the policy will be made available to any shareholder on request, through email.

5. Core Investment Company (CIC)

In accordance with the Core Investment Companies (Reserve Bank) Directions, 2016, as amended ("Directions") your Company is a Core Investment Company with an asset size of above Rs 100 crore but not accessing public funds and is accordingly not required to be registered under Section 45IA of the Reserve Bank of India Act, 1934 and is termed as Unregistered CIC?. Your Company continues to carry on the business permitted to Unregistered CIC in terms of the said Directions.

6. Holding, Subsidiary, Joint Ventures & Associate Company

Your Company does not have any holding company nor does it have any subsidiary company(ies) / joint venture(s). The following companies continue to be Associate Companies as on March 31, 2022:

i. Sun Investments Private Limited

Sun Investments Private Limited (SIPL) is a Non-Banking Financial Company registered with the Reserve Bank of India. SIPL was formed with the main object of investing and financing. The net worth of SIPL as on March 31, 2022 is Rs 81,143.37 lakhs.

ii. Jindal Coated Steel Private Limited

Jindal Coated Steel Private Limited (JCSPL?) was formed with the main object of trading and manufacturing various types of steel and allied products. The net worth of JCSPL as on March 31, 2022 is Rs 5833.90 lakhs.

As per the provisions of Section 129(3) of the Companies Act, 2013 (the Act), a statement containing salient features of the financial statements of the Company?s associate companies in Form AOC-1 is attached to the financial statements of the Company.

7. Material changes and commitments affecting the financial position of the Company

There have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.

8. Change in nature of business

During the financial year under review, there has been no change in the nature of business of the Company.

9. Future Prospects

Your Company holds significant investments in equity shares of JSW Steel Limited besides certain other investments in other JSW Group of Companies, therefore the business prospects of the Company largely depend on the business prospects of JSW Steel Limited and the steel industry in general.

Despite the sporadic COVID infection waves and the manufacturing sector?s supply chain constraints, steel demand recovered strongly in the first two quarters of FY-22 with an increase of almost 25% and 28.9% as compared to the FY-21 despite the fact that the global steel demand remained subdued. The strong recovery of the steel demand was mainly due to government?s focus on infrastructure development riding on the back of Make-in-India? initiatives. The GOI has announced a new budget for 2022-23 of 39.45 trillion rupees, with major focus on infrastructure projects. The intensified infrastructure developmental activities through dedicated freight corridors S rail transport network, the Gati Shakti plan focusing on highways, the Awas Yojna plan in rural and urban areas, etc. promise faster economic development in coming year. In line with the country?s National Steel Policy, 2017 the road map for building a globally competitive steel industry with crude capacity of 300 MT by 2030-31 is already in motion. Further by promoting energy-efficient and environmentally friendly steel industry, expansion of capabilities of domestic steel plants, enabling supply through best-in-class greenfield and brownfield capacity addition and setting up value adding coast- based steel clusters for logistical transformation, the future of steel industry looks settled in the years to come. However, the outlook for 2023 has weakened due to inflationary pressure, which is further aggravated by ongoing geo-political tension around the world.

All these factors point towards a high growth potential for steel demand within India and a bright prospect for Indian Steel Manufacturer. As a result of which, The Company is looking forward for a sustainable growth in its investee Companies in the coming years which would enhance the shareholders? value. the Company expects to enhance its entrenched value for the benefit of the shareholders at large.

10. Fixed Deposits

Your Company has neither accepted nor renewed any deposits within the meaning of Section 73(1) of the Act read with the Companies (Acceptance of Deposits) Rules, 2014.

11. Annual Return

Pursuant to the provisions of Section 134(3)(a) of the Act, the Annual Return, referred to in Section 92(3) of the Act, in form MGT-7, of the Company for the financial year 2021-22 is available on the Company?s website at https://www.jsw.in .

12. Directors and Key Managerial Personnel

A. Appointment / Re-appointment / Resignation of Directors

As on the date of this Report, your Board comprises of 6 Directors including 3 Independent Director out of which 1 is Woman Independent Director.

The Members of the Company at their 20th Annual General Meeting (AGM) approved the appointment of Mr. N. K. Jain (DIN: 00019442) as Non-Executive Independent Director for a period of 3 years with effect from June 1,2021 to May 31, 2024. Further, they also approved the appointment of Mr. Manoj Kr. Mohta (DIN: 02339000) as the Whole-time Director, CEO S CFO of the Company for a period of five years with effect from June 1, 2021, to May 31, 2026 in place of Mr. K. N. Patel (DIN: 00019414), who superannuated from the Company effective May 31, 2021 and was subsequently appointed on the Board as Non-Executive Director effective June 1, 2021, liable to retire by rotation.

During the year under review, Mr. Imtiaz Qureshi (DIN: 0008220) who was appointed as the Independent Director for a second term starting from April 1, 2019 to March 31, 2024 had stepped down from the position of the "Non-Executive Independent Director" of the Company, due to personal reasons, with effect from April 30, 2022. The Board hereby confirms that as per the confirmation received from Mr. Imtiaz Qureshi, there were no material reasons for his resignation other than those mentioned in his resignation letter dated April 30, 2022.

B. Directors liable to retire by rotation

In accordance with the provisions of Section 152(6) of the Act and the Company?s Articles of Association, Mr. K. N. Patel (DIN: 00019414), Non-Executive Director of the Company is liable to retire by rotation at the ensuing 21st AGM and being eligible, have offered himself for re-appointment.

The Nomination and Remuneration Committee and the Board of Directors of the Company have recommended the re-appointment of Mr. Patel and appropriate resolution is being moved at the ensuing AGM. A detailed profile of Mr. Patel is provided in the AGM Notice.

C. Declaration of Independence

Your Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under the Act and Regulation 16 of the Listing Regulations. The following are the Non- Executive Independent Directors of the Company as on the date of this report:

(a) . Mr. N. K. Jain

(b) . Mr. Atul Desai

(c) . Mrs. Sutapa Banerjee

D. Companys policy on Directors, KMP & other employees appointment and remuneration

The Company has formulated, amongst other, the Policies on the Directors?, KMP S other employees? appointment including criteria for determining qualifications, positive attributes, independence of a Director and other matters as provided under sub-section (3) of Section 178 of the Act. The salient features of the Remuneration Policy forms part of Corporate Governance Report and detailed policy has also been published on the website www.jsw.in/investors/holdings for investors information.

E. Number of meetings of the Board

The Board meets to discuss and decide on Company / business policies and strategies apart from other Board business. A tentative date of the Board and Committee Meetings are circulated to the Directors in advance to facilitate them to plan their schedule and to ensure meaningful participation in the meetings. However, in case of a special and urgent business need, the Boards approval is availed by passing resolutions through circulation, as permitted by law, which are recorded in the subsequent Board Meeting. Usually the meetings of the Board/ Committees are held in Mumbai.

During the year under review, the Board met five (5) times on May 24, 2021; August 7, 2021; September 15, 2021; October 28, 2021 and January 29, 2022. The maximum interval between two meetings did not exceed 120 days as prescribed under the Act and Regulation 17 of the Listing Regulations and Secretarial Standard SS-1.

F. Annual Evaluation

Pursuant to the provisions of the Act and Regulation 17 and Part D of Schedule II of Listing Regulations read with SEBI Guidance Note dated January 5, 2017, the Board has carried out the annual performance evaluation of its own performance, Committees of the Board, Individual Directors including Chairman, Independent Directors and Non-Executive Directors. A structured questionnaire was prepared after taking into consideration inputs received from the Directors inter-alia covering various aspects such as competency of Directors, experience of Directors, mix of qualifications, diversity in Board, frequency of meeting, execution and performance of specific duties, obligations and governance. A separate exercise was carried out to evaluate the performance of individual Directors / Members, who were evaluated on parameters such as level of engagement and contribution, independence of judgement, safeguarding the interest of the Company and its minority shareholders etc. The performance of the Board Chairman was evaluated after seeking the inputs from all the Directors other than the Board Chairman, on the basis of the criteria such as Chairmans role, accountability and responsibilities, promotion of effective relationship and open communication, positive and appropriate working relationship with CEO, commitment, etc. The performance evaluation of the Independent Directors was carried out by the entire Board. The Directors expressed their satisfaction with the evaluation process. The report of the Board evaluation was adopted at the NRC and the Board Meeting.

G. Committees of the Board

The Board of Directors of your Company have constituted following Committees in line with the applicable provision of the Act and Listing Regulations:

a) Audit Committee

b) Nomination & Remuneration Committee

c) Stakeholders Relationship Committee

d) Corporate Social Responsibility Committee

e) Risk Management Committee

f) ESOP Committee

g) Code of Conduct Implementation Committee

h) Finance Committee

More information on all of the above Committees including details of its composition, scope, meetings and attendance are provided in the Corporate Governance Report, which forms part of this Annual Report.

13. Auditors

A. Statutory Auditors:

M/s. HPVS & Associates, Chartered Accountants (Firm Registration No. 137533W), Mumbai, were appointed as the Companys Statutory Auditors from the conclusion of the 16th AGM held on July 1, 2017 till the conclusion of the 21st AGM and are eligible for re-appointment for 2nd term of five years.

The Company has received confirmation from the Auditors to the effect that their appointment, if made, will be in accordance with the limits specified under the Act and that the firm satisfies the criteria specified in Section 141 of the Act read with Rule 4 of Companies (Audit & Auditors) Rules, 2014.

The Board is of the opinion that continuation of M/s. HPVS & Associates, Chartered Accountants (Firm Registration No. 137533W), Mumbai will be in the best interests of the Company and therefore, the members are requested to consider their re-appointment as Statutory Auditors of the Company for the 2nd term of five years, i.e. from the conclusion of the ensuing AGM till the conclusion of 26th AGM, at such remuneration mutually agreed and approved by the Board.

B. Secretarial Auditor:

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. Sunil Agarwal & Co., Practicing Company Secretaries, to undertake the Secretarial Audit of the Company for the financial year 2021-22. The Report of the Secretarial Audit Report in Form No. MR- 3 is appended as Annexure A.

C. Comments on Auditors Report

There are no qualifications, reservations or adverse remarks or disclaimers made by M/s. HPVS & Associates, Chartered Accountants, Statutory Auditors, in their Audit Report and by M/s. Sunil Agarwal & Co, Practicing Company Secretaries, in their Secretarial Audit Report.

During the year under review, the Statutory Auditors nor the Secretarial Auditor report any incident of fraud to the Audit Committee of the Company.

14. Particulars of loans or guarantees given, securities provided or investments made under Section 186 of the Act.

The particulars of loans granted, guarantees provided and investment made pursuant to the provisions of Section 186 of the Act are detailed hereinbelow:

i) Loans granted:

(Rs in Lakhs)

Name of the Company Amount at the beginning of the year Transaction during the year (Net) Balance at the end of the year
JSW Investments Pvt. Ltd. 4,432.50 5,612.00 10,044.50
JSW Techno Projects Management Ltd. 17,500.00 - 17,500.00
Realcom Reality Pvt. Ltd. 11,999.50 - 11,999.50
Reynold Traders Pvt. Ltd. 3,209.00 650.00 3,859.00
Everbest Consultancy Services Pvt. Ltd. 11,400.00 1,490.00 12,890.00
JTPM Metal Traders Pvt. Ltd. - 5,600.00 5,600.00
Total 48,541.00 13,352.00 61,893.00

ii) Details for securities provided:

(Rs in Lakhs)

Name of the Company Purpose for giving security Market Value of shares pledged as on March 31, 2022
JSW Projects Ltd. (Project) 1,85,69,000 equity shares of JSW Steel Limited held by the Company are pledged in favour of lenders for financial assistance given to Project 1,36,045.78
Adarsh Advisory Services Pvt. Ltd. (Adarsh) 1,23,59,000 equity shares of JSW Steel Limited held by the Company are pledged in favour of lenders for financial assistance given to Adarsh 90,548.21
Jindal Stainless Ltd. (Stainless) 4,60,720 equity shares of Jindal Stainless Limited held by the Company are pledged in favour of Banker for financial assistance given to Stainless 933.19

iii) Investments:

The Company has not made any fresh investment during the year under review. For details of the existing investment kindly refer Note 8 of the Standalone Financial Statements.

15. Related Party Transactions

Your Company has developed a framework for the purpose of identification and monitoring of all Related Party Transactions, keeping in mind the potential or actual conflict of interest that may arise because of entering into such transactions. Accordingly, during the year under review, your Company revised its Policy on dealing with Related Party Transactions, in line with the amendments to the provisions of Regulations 23 of Listing Regulations. The Company?s Policy on dealing with Related Party Transactions, as approved by the Board, is available on the website of the Company at the link: https://www.jsw.in/investors/holdings

All Related Party Transactions (RPTs) that were entered into by the Company during the financial year under review were on arm?s Length basis and in the ordinary course of business. In accordance with the provisions of Section 177 of the Act and Regulation 23 of Listing Regulations, all RPTs were placed before the Audit Committee for its approval. The details of transactions / contracts / arrangements entered into by the Company with Related Parties during the financial year under review are set out in the Notes to the Financial Statement. The disclosure of material RPTs as required to made under Section 134 in Form AOC-2 is not applicable.

16. Particulars regarding Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

As your Company is not engaged in any manufacturing activity, particulars regarding conservation of energy and technology absorption as required to be disclosed pursuant to provision of Section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014 are not applicable. There were no foreign exchange earnings and outgo during the financial year under review as well as during the previous financial year.

17. Risk Management

Given the uncertain and volatile business environment, continuous changes in technology, geo-politics, financial markets, regulations, etc. which affect its value chain to build a sustainable business discipline that supports the achievement of an organization?s objectives by addressing the full spectrum of its risks and managing the combined impact of those risks, your Company has adopted a robust Risk Management Policy, to identify, assess, monitor and mitigate such risks. Your Company being an Unregistered CIC, its operations are limited that of investment in S providing loans and securities to group companies. The policy is drafted in line with the Company?s business operations with an objective to develop a risk intelligent? culture that drives informed decision making and builds resilience to adverse developments while ensuring that opportunities are exploited to create value for all stakeholder. The Company has a Risk Management Committee in accordance with the requirements of Listing Regulations to, inter alia, monitor the risks and their mitigating actions. The Board of Directors of the Company also reviews the Risk Assessment and Mitigation Report annually. All risks including investments are reviewed in the meetings of the Board of Director. Risks related to internal controls, compliances S systems are reviewed in detail by the Audit Committee.

Details in respect of adequacy of internal financial controls with reference to the Financial Statements are given in the Management?s Discussion and Analysis, which forms part of this Report.

18. Internal Financial Controls

The Board of Directors in consultation with Internal Auditors have laid down the Internal Financial Controls Framework, commensurate with the size, scale and complexity of the Company?s operations. To maintain its objectivity, the Internal Audit Program is reviewed and approved by the Audit Committee at the beginning of the year to ensure that the coverage of the area is adequate. The Internal Audit Team quarterly monitors and evaluates the efficacy and adequacy of internal control systems in the Company, its compliance with operating systems, accounting procedures and policies. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations, if any, are presented to the Audit Committee along with the status of management actions and the progress of implementation of recommendations.

19. Whistle Blower Policy / Vigil Mechanism

In compliance with the provisions of Section 177(9) of the Act read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 22 of the Listing Regulations, the Company has formulated a Whistle blower policy/ vigil mechanism for Directors and Employees to report concerns, details of which are covered in the Corporate Governance Report, which forms part of this Annual Report. The said policy is available on the Company?s website at https://www.jsw.in/ investors/holdings

20. Digital Platform for Tracking Insider Trading

The Securities Exchange Board of India ("SEBI") has through amendment of SEBI (Prohibition of Insider Trading) Regulations, 2015 has directed the Companies to identify designated persons and maintain a structured digital database of all such designated persons for prevention of insider trading. Accordingly, the Company through Kfin Technologies Limited has established an Insider Trading Tracking Platform by the name FINTRAKS. The Company has also formed a committee viz. Code of Conduct Implementation Committee to ensure proper compliance, monitoring and regulate trading by Insiders and process of sharing UPSI.

21. Corporate Social Responsibility

The Company believes in inclusive growth to facilitate creation of a value based and empowered society through continuous and purposeful engagement with society around. JSW Foundation administers the planning and implementation of all our CSR interventions. All the CSR initiatives are approved by the CSR Committee in line with the CSR Policy and the same is reviewed periodically. The CSR Policy formulated is uploaded on the website of the Company at https://www.jsw.in .

Following are the Company?s initiatives proposed to be undertaken as per Schedule VII of the Act:

i) . Improving living conditions (eradication of hunger, poverty, malnutrition, etc.) - Providing medical aid to cancer patients, cataract patients and to children below 10 years old.

ii) . Promoting social development (education, skill development, livelihood enhancements, etc.) - Providing educational support to economically weak children.

The details about the initiatives taken by the Company on Corporate Social Responsibility during the year under review to be provided as per the "annexure attached to the Companies (Corporate Social Responsibility Policy) Rules, 2014" have been appended as Annexure B to this Report.

22. Significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and Companys operations in future

There are no significant and material orders passed by the Regulators or Courts or Tribunals which would impact the going concern status and the Company?s future operations.

23. Corporate Governance

Your Company has complied with the requirements of Regulation 17 to 27 of the Listing Regulations on Corporate Governance. Pursuant to Schedule V of the Listing Regulations, Report on Corporate Governance along with the Auditors? Certificate on its compliance is annexed separately to this Annual Report.

24. Management Discussion and Analysis Report

The Management Discussion and Analysis Report on the operations of the Company for the year under review, as required under Schedule V of the Listing Regulations is provided in a separate section and forms part of this Annual Report.

25. Business Responsibility Report

SEBI vide its circular dated May 10, 2021 has introduced new reporting requirements on Environmental, Social and Governance (ESG) parameters viz. the Business Responsibility and Sustainability Report (BRSR). The said reporting is applicable for the top 1,000 listed companies based on market capitalization and has been made mandatory from F.Y. 2022-23 and is voluntary for the financial year 2021-22. Your Company forms part of the top 1000 listed entities as on 31st March 2022. The Company intends to get itself familiarized with the new requirements over the period of next financial year and gradually adapt and align itself to higher standards of sustainability.

For the current reporting period, the Company continues to follow the existing reporting requirements and accordingly pursuant to Regulation 34(2) of Listing Regulations, Business Responsibility Report describing the initiatives taken by the Company from environmental, social and governance perspective forms part of this Annual Report. The report is also available on your Company?s website at https://www.jsw.in

26. Compliance with Secretarial Standards

Your Company has complied with the Secretarial Standards specified by the Institute of Company Secretaries of India (ICSI) on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) for the financial year 2021-22.

27. Human Resources

Your Company continues to put due emphasis on appropriate human resource development for its business. The employees of your Company and the Group fully identify with the Company?s and Group?s vision and business goals.

28. Employees Stock Option Plans

Your Company has recognized Employee Stock Options as an effective instrument to attract talent and align the interest of employees with that of the Company, thereby providing an opportunity to the employees to share in the growth of the Company and to create long term wealth in the hands of employees. In view of the above, your Company had formulated "The JSWHL Employees? Stock Ownership Plan 2016" ("Scheme 2016") for the employees of the Company. Further, your Company, in the last 20th Annual General Meeting had also adopted "The O. P. Jindal Employees Stock Ownership Plan (JSWHL) - 2021" ("ESOP - 2021").

The said ESOP Schemes are in compliance with the Securities and Exchange Board of India (Share Based Employee Benefits S Sweat Equity Shares) Regulations, 2021 (including the erstwhile Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014) ("the SEBI ESOP Regulations"). The details/disclosure(s) on the aforesaid Employee Stock Option Scheme(s) as required to be disclosed are available on the Company?s website at https://www.jsw.in .

The Certificates from the Secretarial Auditors of the Company certifying that the Company?s Stock Option Plans are being implemented in accordance with the SEBI ESOP Regulations and the resolution(s) passed by the Members, would be available for inspection during the 21st AGM.

29. Particulars of Employees and related disclosures

The information required to be disclosed in the Directors? Report pursuant to Section 197 of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 have been appended as Annexure C and Annexure D respectively to this Report.

The Annual Report including the aforesaid information is being sent electronically to all those members who have registered their email address and is also available on the Company?s website at http://www.jsw.in.

30. Prevention of Sexual Harassment

Your Company follows an Anti-Sexual Harassment JSW Group Policy in line with the Requirements of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 also an internal complaints committee has been set up at group level to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary and trainees) are covered under this policy. No complaints pertaining to sexual harassment were received during FY 2021-22.

31. Directors Responsibility Statement

Pursuant to the requirements under Section 134(5) of the Act your Directors hereby state and confirm that:

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

b) they have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year on 31st March, 2022, and of the profit of the Company for that period;

c) They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) They have prepared the annual accounts on a going concern basis;

e) They have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

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

32. Other Disclosures

I n terms of applicable provisions of the Act and Listing Regulations, your Company discloses that during the financial year under review:

i. there was no issue of shares (including sweat equity shares) to employees of the Company under any scheme save and except under Employee Stock Option Scheme referred to in this Report.

ii. there was no Scheme for provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees.

iii. there was no public issue, rights issue, bonus issue or preferential issue, etc.

iv. there was no issue of shares with differential rights.

v. there was no transfer of unpaid or unclaimed amount to Investor Education and Protection Fund (IEPF).

vi. no significant or material orders were passed by the Regulators or Hon?ble Courts or Tribunals which impact the going concern status and Company?s operations in future.

vii. there were no proceedings for Corporate Insolvency Resolution Process initiated under the Insolvency and Bankruptcy Code, 2016.

33. Appreciation & Acknowledgements

Your Directors wish to express their sincere appreciation for the assistance and co-operation received from Banks, Reserve Bank of India, NSDL, CDSL, Depository Participant (Stock Holding Corporation of India) and other Government Agencies and Shareholders.

Your Directors also wish to place on record their appreciation for the valuable services rendered and the commitment displayed by the employees of the Company and look forward to their continued support in the future as well.

For and on behalf of the Board of Directors
Place : Mumbai Sajjan Jindal
Date : May 30, 2022 Chairman