Mah. Seamless Director Discussions


To the Members,

Your Directors are pleased to present the 35th Annual Report along with Audited Financial Statements of the Company for the financial year ended 31st March 2023.

FINANCIAL RESULTS

The highlights of the financial results are as under:

(Rs in Crore)

Particulars Year ended 31.03.2023 Year ended 31.03.2022
Revenue from Operations 5707.13 3974.60
Other Income 82.88 89.89
Total Revenue 5790.01 4064.49
Profit before Tax 949.07 530.84
Provision for Taxation
- Current - 26.90
- Deferred Tax 239.25 58.03
- Deferred Tax Assets created due to amalgamation - (265.52)
- Adjustment relating to earlier years (83.17) -
Profit / (Loss) after Tax 792.99 711.43
Other Comprehensive Income 0.85 1.63
Total Comprehensive Income for the year 793.84 713.06

RESULTS OF OPERATIONS

Revenue from Operations during the year was 5707.13 Crore as against 3974.61 Crore in the previous year, Profit before tax for the year was 949.07 Crore as against 530.85 Crore in the previous year, Profit after Tax for the year was 792.99 Crore as against profit of 711.44 Crore in the previous year. Financial results for the year and the previous year have been computed after giving effect to the Scheme of Amalgamation of United Seamless Tubulaar Private Limited with the Company having appointed date as 1st October, 2021.

CHANGE IN NATURE OF BUSINESS

There is no change in the nature of the existing business of the Company.

AMALGAMATION

Pursuant to the Scheme of Amalgamation of United Seamless Tubulaar Private Limited (Amalgamating Company), a wholly owned subsidiary, with the Company, as sanctioned by Honble National Company Law Tribunal, Mumbai Bench vide order dated 3rd March 2023, the assets and liabilities of the Amalgamating Company were transferred to and vested with the

Company with effect from the appointed date i.e. 1st October, 2021.

BONUS ISSUE

During the year under review, your Company has issued and allotted 6,69,99,626 Bonus Equity Shares in the proportion of 1:1 (i.e. one equity share for every one equity share) to the eligible Members whose names appeared in the Register of Members / list of beneficial owners as on the record date xed for this purpose.

SHARE CAPITAL

During the year under review, the Authorized Share Capital of the Company was increased from 60,00,00,000 to 70,00,00,000 by reclassi cation of 2,00,00,000 Preference Shares of 10 each into 4,00,00,000 Equity shares of 5 each and creation of 2,00,00,000 Equity shares of 5 each. Further, pursuant to the Scheme of Amalgamation of United Seamless Tubulaar Private Limited (Amalgamating Company), a wholly owned subsidiary, with the Company, the Authorised Share Capital of the Company was increased to 1070,00,00,000 divided in to 114,00,00,000 Equity shares of 5 each and 50,00,00,000 Preference shares of 10 each due to clubbing of Authorised Share Capital of United Seamless Tubulaar Private Limited with the Company.

During the year under review, the Issued, Subscribed and Paid-up Equity Share Capital of your Company was increased from 33,49,98,130 divided into 6,69,99,626 Equity shares of 5 each to 66,99,96,260 divided into 13,39,99,252 Equity shares of 5 each consequent to allotment of 6,69,99,626 Bonus Equity Shares in the ratio of 1:1.

DIVIDEND

The Board has recommended dividend of 5.00/- (100%) per equity share of 5/- each for the year ended 31st March, 2023, subject to the approval of the members at the ensuing Annual General Meeting. Dividend Distribution Policy as per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is available on the Companys website at http://jindal.com/msl/pdf/Dividend-Distribution-Policy.pdf

TRANSFER TO RESERVES

During the year, no amount is proposed to be transferred to General Reserve.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the provisions of Section 129(3) of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014, as amended from time to time, the Company has prepared Consolidated Financial Statements as per Indian Accounting Standard Ind AS-110 on Consolidated Financial Statements read with Indian Accounting Standard Ind AS-28 on Investments in Associates and Ind AS-27 on Interest in Joint Ventures. The audited Consolidated Financial Statements along with Auditors Report thereon forms part of this Annual Report.

SUBSIDIARY COMPANIES

As on 31st March, 2023, your Company had six subsidiaries, out of which two wholly owned subsidiary companies are registered in India and remaining four, including two wholly owned subsidiaries are registered outside India. There has been no material change in the nature of business of subsidiary Companies. United Seamless Tubulaar Private Limited ceased to be a subsidiary company on account of its amalgamation with the Company during the year. Pursuant to the provisions of Section 129 (3) of the Companies Act, 2013, a statement containing salient features of the Financial Statements of the subsidiaries, joint venture and associate companies is attached to the Financial Statements of the Company. Further, pursuant to the provisions of Section 136 of the Companies Act, 2013, the Financial Statements of the Company, Consolidated Financial Statements along with relevant documents and separate audited accounts in respect of subsidiaries are available on the website of the Company i.e. www.jindal.com

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mr. S. P. Raj, Director of the Company, is liable to retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for reappointment. Mr. S. P. Raj, Director of the Company was appointed as Whole-time Director of the Company with effect from 31st March, 2023. Mr. Raghav Jindal was appointed as Director of the Company with effect from 1st July, 2022. Mr. Raghav Jindal was also appointed as Joint Managing Director for a period of 5 years with effect from 1st July, 2022.

All Independent Directors of the Company have given declaration that they meet the criteria of independence as laid down under Section 149 (6) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time, and are independent to the management of the Company. During the year, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees and reimbursement of expenses incurred by them for attending meetings of the Company.

During the year, Mr. Danish Parvaiz Bhat resigned as Chief Financial Officer and was relieved on 17th June, 2022. Mr. Sarat Kumar Mohanty was appointed as Chief Financial Officer of the Company on 17th October, 2022.

Pursuant to the provisions of Section 203 of the Companies Act, 2013, the Key Managerial Personnel of the Company as on 31st March, 2023 were Mr. Saket Jindal, Managing Director, Mr. Sarat Kumar Mohanty, Chief Financial Officer (since resigned effective 31st May, 2023) and Mr. Ram Ji Nigam, Company Secretary.

BOARD MEETINGS

During the year 2022-23, six meetings of the Board of Directors were held. The details of meetings are given in the Corporate Governance Report, which forms part of this report.

BOARD EVALUATION

The Board of Directors has carried out the Annual Performance Evaluation of its own, Committees of Board of Directors and Individual Directors pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The performance of the Board was evaluated by the Board, after seeking inputs from all Directors on the basis of the criteria such as Board composition and structures, effectiveness of Board processes, information and functioning etc. The performance of the Committees was evaluated by the Board after seeking inputs from the Committee members on the basis of the criteria such as the composition of Committees, effectiveness of Committee meetings etc. The

Board and the Nomination and Remuneration Committee reviewed the performance of the individual Directors on the basis of the criteria such as contribution of the Individual Director to the Board and Committee meetings. Also in a separate meeting of Independent Directors, performance of Non-Independent Directors, Board as a whole and the Chairman were evaluated, taking into account the views of Executive Directors and Non-Executive Directors. Performance evaluation of Independent Directors was done by the entire Board, excluding the Independent Director being evaluated.

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

The salient features of Companys policy on appointment and remuneration of Directors, key managerial personnel and other employees including criteria for determining quali cations, positive attributes, independence of Directors and other matters provided in Section 178(3) of the Companies Act, 2013 has been disclosed in the Corporate Governance report, which forms part of this Report

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the provisions of the Companies Act, 2013 read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 as amended from time to time ("the Rules"), all unpaid or unclaimed dividends are required to be transferred by the Company to the IEPF Authority after the completion of seven years. Further, according to the Rules, the shares on which dividend has not been paid or claimed by the shareholders for seven consecutive years or more shall also be transferred to the demat account of the IEPF Authority. Accordingly, the Company has transferred unpaid/ unclaimed dividend for upto FY 2014-15 along with relevant shares to the Investor Education and Protection Fund (IEPF). The details are also available on the website of the Company www.jindal.com

RISK MANAGEMENT

The Company has constituted a Risk Management Committee to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified are systematically addressed through mitigating actions on continuous basis and monitored regularly with reference to statutory regulations and guidelines. The Companys business operations are exposed to a variety of financial risks such as market risks (foreign exchange risk, internal rate risk and price risk), Liquidity risk etc. The Board of the Company has approved the Risk Management Policy of the Company and authorized the Risk Management Committee to implement and monitor the risk management plan for the Company and also identify and mitigate various elements of risks, if any, which in the opinion of the Board may threaten the existence of the Company.

INTERNAL FINANCIAL CONTROLS

As per the provisions of Section 134(5) (e) of the Companies Act, 2013, the Company has in place adequate internal financial controls with reference to financial statements. Audit Committee periodically reviews the adequacy of internal financial controls.

During the year, such controls were tested and no reportable material weaknesses in the design or operation were observed.

DIRECTORS RESPONSIBILITY STATEMENT

As required under Section 134(5) of the Companies Act, 2013, your Directors state:

(i) that in the preparation of the Annual Accounts for the year ended 31st March, 2023, the applicable accounting standards had been followed and there are no material departures;

(ii) that the accounting policies selected and applied are consistent and the judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of a airs of the Company at the end of financial year and of the profit of the Company for that period;

(iii) that proper and sufficient care has been taken 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;

(iv) that the Annual Accounts for the year ended 31st March, 2023 have been prepared on a going concern basis.

(v) that the internal financial controls laid down by the Board and being followed by the Company are adequate and were operating effectively.

(vi) that the proper systems, devised by Directors to ensure compliance with the provisions of all applicable laws, were adequate and operating effectively.

ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013, the Annual Return of the Company prepared in accordance with Section 92(1) of the Companies Act, 2013 read with Rule 11 of the Companies (Management and Administration) Rules, 2014 is available on the Companys on www.jindal.com

AUDIT COMMITTEE

The Audit Committee of the Company consists of Mr. P. N. Vijay, Chairman, Mr. Dharam Pal Jindal, Mr. Sanjeev Rungta and Mr. Ashok Bhandari as its other members. The terms of reference are in conformity with the requirements of Section 177 of the Companies Act, 2013 and Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has adopted a Whistle blower policy and has established the necessary vigil Mechanism for Directors and employees to report concerns about unethical behavior, actual or suspected fraud or violation of the Companys Code of conduct. The said policy has been disclosed on the Companys website at http://jindal.com/msl/pdf/Vigil-Mechanism-MSL.pdf

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

In compliance with Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Business Responsibility and Sustainability Report, detailing various initiatives taken by the Company on environmental, Social and governance fronts is forming part of this report. The Board of Directors has adopted the Business Responsibility Policy. The said Policy is available on Companys website at http://jindal.com/msl/pdf/Business-Responsiblity-Policy.pdf

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All contracts/ arrangements/transactions entered into by the Company with the related parties during the year were in the ordinary course of business and on an arms length basis. Information on transactions with related parties pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 are appended in Form AOC-2 as Annexure to this Report.

CORPORATE SOCIAL RESPONSIBILITY

The Corporate Social Responsibility Committee has formulated a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, monitoring the implementation of the framework of the CSR Policy and recommending the amount to be spent on CSR activities, which has been approved by the Board. The CSR policy may be accessed on the Companys website at http://jindal.com/msl/pdf/CSR-Policy-MSL.pdf The Annual Report on CSR activities in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed to this Report.

CORPORATE GOVERNANCE REPORT

Corporate Governance Report along with Auditors Certificate complying with the conditions of Corporate Governance as stipulated in Regulation 34 read with Para C of schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, has been annexed as a part of this Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A detailed analysis of your Companys performance is discussed in the Management Discussion and Analysis Report which forms part of this Annual Report.

INFORMATION UNDER THE SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has constituted an Internal Complaints Committee under Section 4 of the Sexual Harassment of Women at Workplace (Preventions, Prohibition and Redressal) Act, 2013. Disclosures in relation to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 is as under: a. number of complaints led during the financial year-NIL b. number of complaints disposed of during the financial year-NIL c. number of complaints pending as on end of the financial year-NIL

STATEMENT CONTAINING HIGHLIGHTS OF PERFORMANCE OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE

A statement containing the highlights of performance Subsidiary, Associates and Joint Venture of the Company given in Form AOC-1 which forms part of the Financial Statements.

AUDITORS AND AUDITORS REPORT

Pursuant to provision of Section 139 of the Companies Act, 2013 and rules made there under, M/s Kanodia Sanyal & Associates, Chartered Accountants were appointed as Auditors of the Company from the conclusion 34th Annual General Meeting of the Company, until the conclusion of 39th Annual General Meeting.

M/s Kanodia Sanyal & Associates has issued Audit Reports with unmodi ed opinion on the Standalone and Consolidated Financial Statements of the Company for the year ended 31st March, 2023. The Notes on the Financials Statement referred to in the Audit Report are self-explanatory and therefore, do not call for any further explanation or comments from the Board under Section 134(3) (f) of the Companies Act, 2013.

The Auditors have not reported any instances of fraud committed in the Company by its o cers or employees to the Audit Committee.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The particulars of loans, guarantees and investments have been disclosed in the Standalone Financial Statements of the Company.

COST AUDIT

During the year, the Company has made and maintained Cost Account and Records in terms of provisions of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014. The Company has appointed M/s R. J. Goel & Co. Cost Accountants as Cost Auditors under Section 148 of the Companies Act, 2013, for audit of cost records of the Company for the year ending 31st March, 2024.

SECRETARIAL STANDARDS

During the period, the Company has duly complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India. i.e. SS-1 and SS-2 relating to ‘Meetings of the Board of Directors and ‘General Meetings respectively.

SECRETARIAL AUDIT

The Board has appointed Mr. Namo Narain Agarwal, (FCS No. 234) Company Secretary in practice to conduct Secretarial Audit for the financial year ended 31st March, 2023. The Secretarial Audit Report for the year ended 31st March, 2023 is annexed herewith to this Report. The Secretarial Audit Report does not contain any quali cation, reservation or adverse remark.

FIXED DEPOSITS

The Company has not accepted any deposits from Public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the Balance Sheet.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The information in accordance with the provisions of Section 134(3)(m) of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014 is annexed hereto.

PARTICULARS OF EMPLOYEES

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed with this report. Particulars of employees, as required under 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, forms part of this report. However, in pursuance of Section 136(1) of the Act, this report is being sent to the shareholders of the Company excluding the said information. The said information is available for inspection by the members at the registered officeof the Company during working hours up to the date of the Annual General Meeting. Any member interested in obtaining such information may write to the Company Secretary at the corporate officeof the Company.

MATERIAL CHANGES & COMMITMENTS

During the year, Honble National Company Law Tribunal, Mumbai Bench vide order dated 3rd March 2023 has sanctioned the Scheme of Amalgamation of United Seamless Tubulaar Private Limited, a wholly owned subsidiary, with the Company with effect from the appointed date i.e. 1st October, 2021.

Except as above, no material changes and commitments, affecting the financial position of the Company have occurred after the end of the financial year ended 31st March, 2023 and till the date of this report.

OTHER DISCLOSURES

Your Directors state that there being no transactions with respect to following items during the year under review, no disclosure or reporting is required in respect of the same:

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

2. Issue of shares (including sweat equity shares) to employees of your Company under any scheme.

3. Neither the Managing Director nor the Whole-time Director of your Company receive any remuneration or commission from any of its subsidiaries.

4. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Companys operations in future.

5. Buy-back of shares.

6. No application was made or any proceeding is pending under the Insolvency and Bankruptcy Code, 2016.

7. No settlements have been done with banks or financial institutions.

ACKNOWLEDGEMENT

Your Directors place on record their appreciation for the assistance and co-operation received from Central Government, State Government of Maharashtra and all other Government agencies, ONGCL, Oil India, other PSUs, Banks, Insurance Companies, Credit rating agencies and Stakeholders.

Your Directors wish to place on record their deep sense of appreciation for the devoted contribution made by the employees at all levels.

For and on behalf of the Board
D.P. JINDAL
Place : New Delhi Chairman
Dated : 1st August, 2023 DIN: 00405579