Board's Report
To
The Members,
Your Directors are pleased to present the 39th Annual Report
along with Audited Financial Statements of the Company for the year ended 31st
March, 2024.
1. FINANCIAL RESULTS
(Rs in Lakhs)
Particulars |
Year ended |
Year ended |
|
31-Mar-24 |
31-Mar-23 |
Revenue from Operations |
17,96,196.84 |
15,28,254.11 |
Profit before finance cost, depreciation, exceptional
items and tax |
3,22,611.21 |
1,82,693.20 |
Less: |
|
|
Finance costs |
58,580.81 |
53,429.95 |
Depreciation and amortization expense |
45,202.03 |
35,466.76 |
Exceptional items |
- |
- |
Profit before tax |
2,18,828.37 |
93,796.49 |
Tax expense |
57,417.72 |
22,312.93 |
Profit after tax |
1,61,410.65 |
71,483.56 |
Other Comprehensive Income |
|
|
Items that will not be reclassified to profit and loss |
(400.90) |
477.08 |
Total Comprehensive Income for the year |
1,61,009.75 |
71,960.64 |
2. REVIEW OF OPERATIONS
The financial year 2023-24 has registered increase in production and
sales volumes as compared to previous financial year. The total pipe production (including
pig iron) during 2023-24 was ~ 17,39,795 MT (including ~ 90,309 MT pipes produced on job
work 0) as compared to ~ 12,98,598 MT (including ~ 1,24,589 MT pipes produced on job work
and 27,857 MT pig iron produced on job work ) during 2022-23. The annual pellet production
during 2023-24 was 15.37 lakhs MT as compared to 15.00 lakhs MT during 2022-23. During
financial year 2023-24, the Company has sold (including pig iron) ~ 17,16,338 MT
(including ~ 86,259 MT pipes on job work -) as compared to ~ 12,85,619 MT (including ~
1,15,220 MT pipes on job work and 15,668 MT pig iron on job work) during 2022-23.
3. CHANGE IN THE NATURE OF BUSINESS
There was no change in the nature of business of the Company during the
financial year ended 31st March, 2024.
4. CORPORATE RESTRUCTURING
i. Jindal Saw Limited ("Transferee Company" or the
"Company") and Jindal Quality Tubular Limited ("JQTL" "Transferor
Company 1") and Jindal Tubular (India) Limited ("JTIL" "Transferor
Company 2") and Jindal Fittings Limited ("JFL" "Transferor Company
3")
The Board of Directors of your Company in their meeting held on 16th
March, 2022 after considering the recommendation of Independent Directors and Audit
Committee, approved the Composite Scheme of Amalgamation between Jindal Saw Limited
("Transferee Company" or the "Company") and Jindal Quality Tubular
Limited ("JQTL" "Transferor Company 1") and Jindal Tubular (India)
Limited ("JTIL" "Transferor Company 2") and Jindal Fittings Limited
("JFL" "Transferor Company 3") and their respective shareholders and
creditors under Sections 230 to 232 and other applicable provisions of the Companies Act,
2013 ("Scheme") read with Companies (Compromises, Arrangements and
Amalgamations) Rules, 2016.
Further, the Hon'ble National Company Law Tribunal, Allahabad Bench
("NCLT") vide its order dated 21st March, 2024 approved the Scheme.
An intimation of the same was filed with NSE and BSE on 21st March, 2024. The
Company had also filed the said order with Registrar of Companies on 29th
March, 2024. Accordingly, JQTL,JTIL and JFL stand merged with Jindal Saw Limited with
effect from 29th March, 2024.
ii. Jindal ITF Limited (Transferee Company) and Sulog Transshipment
Services Limited (Transferor Company)
The Board of Directors of M/s Jindal ITF Limited, a subsidiary of the
Company, had in its meeting held on September 9, 2022 approved the scheme of merger of its
wholly owned Subsidiary, M/s Sulog Transshipment Services Limited with M/s Jindal ITF
Limited under Sections 230 to 232 and other applicable provisions of the Companies Act,
2013 ("Scheme") read with Companies (Compromises, Arrangements and
Amalgamations) Rules, 2016.
Further, the Hon'ble National Company Law Tribunal, Allahabad Bench
("NCLT") vide its order dated 9th August, 2023 approved the Scheme.
The said order was filed with Registrar of Companies on 22nd August, 2023.
Accordingly, Sulog Transshipment Services Limited stand merged with Jindal ITF Limited
with effect from 22nd August, 2023.
iii. Acquisition and Merger of Sathavahana Ispat Limited under
Insolvency and Bankruptcy Code, 2016
In the IBC proceedings of Sathavahana Ispat Limited (SIL) before the
Hon'ble National Company Law Tribunal, Hyderabad Bench (NCLT), the Company participated by
submission of a Resolution Plan ("Resolution Plan") for its acquisition. The
Resolution Plan was accepted and the Company was declared as the Successful Resolution
Applicant ("SRA") for acquisition of SIL by NCLT vide its order dated 31st
March, 2023 under Section 31 of the Insolvency and Bankruptcy Code, 2016 (the
"IBC"). Pursuant to the approval and subsequent implementation of the said
Resolution Plan, SIL stands merged with Jindal Saw Limited with effect from 26th April,
2023.
5. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis, as stipulated under Regulation 34
of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forming part
of this report has been given under separate section.
6. DIVIDEND
The Board has, subject to the approval of Members at the ensuing annual
general meeting, recommended a dividend @ ' 4/- per equity share of face value of '
2/- per equity share (i.e. 200%) for the year ended March 31, 2024.
7. DIVIDEND DISTRIBUTION POLICY
Your Company has a Dividend Distribution Policy, in compliance with the
SEBI Listing Regulations. The Policy is available on the Company's website
https://www.jindalsaw. com/pdf/Dividend-Distribution-Policy.pdf. In terms of the Policy,
equity shareholders of the Company may expect dividend if the Company has surplus funds
after taking into consideration relevant internal and external factors enumerated in the
Policy for declaration of dividend.
8. TRANSFER TO RESERVES
Since the requirement to do transfer from Current Year Profits to
Reserves have been dispensed with the Ministry of Corporate Affairs ("MCA"), no
amount was transferred to any reserve during the financial year.
9. SHARE CAPITAL
There is no change in the paid-up equity share capital of the Company
during the year 2023-24. The equity shares of the Company are listed on BSE Limited
("BSE") and National Stock Exchange of India Limited ("NSE").
10. NON-CONVERTIBLE DEBENTURES
The Non-Convertible Debentures (NCDs) of ' 10,00,000/- each
aggregating to ' 500 Crores issued by the Company are listed on National Stock
Exchange of India Limited.
11. EMPLOYEES SHARE BENEFIT SCHEMES
The Company has the following schemes with an objective of enabling the
Company to attract and retain talented human resources by offering them the opportunity to
acquire a continuing equity interest in the Company, which will reflect their efforts in
building the growth and the profitability of the Company
i. Jindal Saw Limited Stock Appreciation Rights' Scheme, 2018 (the
"SAR Scheme 2018")
ii. Jindal Saw Limited General Employee Benefit Scheme, 2018 (the
"GEB Scheme 2018")
iii. Jindal Saw Limited Retirement Benefit Scheme, 2018 (the "RB
Scheme 2018")
A Trust was formed to implement and administer the above scheme is
administered by Axis Trustee Services Limited
as trustee. The above schemes involves acquisition of shares from the
secondary market. The trustee had brought 21,00,328 equity shares of the Company under SAR
Scheme 2018. Out of the total of shares held by Trust, the Nomination and Remuneration
Committee granted 18,06,328 SAR and 3,04,430 SAR backed by equal number of shares held by
trust during the FY 2021-22 and FY 2023-24, respectively.
The Nomination and Remuneration Committee and Board of Directors in
their respective meetings held on 26th October, 2023 approved the changes of
name of the trust to "Employees Samruddhi Trust".
Further, the Members of the Company in their Extraordinary General
Meeting held on 24th November, 2023 approved the amendment in the SAR Scheme
2018. The amendments were aimed for (i) the benefit of the employees to be able to receive
such number of shares as may be equivalent to the Appreciation Value (defined under SAR
Scheme 2018) corresponding to the SAR in favour of grantee pursuant to Regulation 23(2) of
the SEBI (Share Based Employee Benefits And Sweat Equity) Regulations, 2021 (SBEB
Regulations) ; and (ii) the purposes of certain tax Planning for the Company.
The applicable disclosures as stipulated under the SEBI ("SBEB
Regulations"), pertaining to the year ended 31st March, 2024, is available
on the Company's website at www. jindalsaw.com.
12. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES
As on 31st March, 2024 Company has 8 direct subsidiaries, 13
indirect subsidiaries, 1 associate and 1 joint venture. The Board of Directors reviewed
the affairs of the subsidiaries. During the year, JQTL, JTIL and JFL merged with the
Company. Sulog Transshipment Services Limited merged with Jindal ITF Limited, a subsidiary
of the Company. Accordingly, these companies ceased to be the subsidiary/associate of the
Company.
Further, during the year, the Company had purchased 31.2% equity
shareholding of ReNew Surya Tejas Private Limited and transferred its entire shareholding
in Quality Iron and Steel Limited. Accordingly, ReNew Surya Tejas Private Limited, become
an associate of the Company and Quality Iron and Steel Limited ceased to be the Subsidiary
of the Company.
Further, In accordance with Section 129(3) of the Companies Act, 2013,
the consolidated financial statements of the Company and its subsidiaries along with a
statement containing the salient features of the financial statements of Company's
subsidiaries in Form AOC 1 forms part of Annual Report. The statement also provides the
details of
performance, financial positions of each of the subsidiaries.
As per the provisions of Section 136 of the Companies Act, 2013, the
audited financial statements, including the consolidated financial statements and other
related information of the Company and audited financial statements of each of its
subsidiaries, are available on company's website www.jindalsaw.com. These documents will
also be available for inspection during business hours at our registered office till date
of annual general meeting.
The policy for determining material subsidiaries may be accessed on the
Company's website at the link: https://www.
jindalsaw.com/pdf/POLICY-FOR-DETERMINING-MATERIAL- SUBSIDIARIES-10-2020.pdf
13. CONSOLIDATED FINANCIAL STATEMENT
Audited annual consolidated financial statements forming part of the
annual report have been prepared in accordance with Companies Act, 2013, Indian Accounting
Standards (Ind AS) 110- 'Consolidated Financial Statements' and Indian Accounting
Standards (Ind AS) 28 - Investments in Associates and Joint Ventures', notified under
Section 133 of Companies Act, 2013 read with Companies (Indian Accounting Standards)
Rules, 2015 and as amended from time to time.
14. AUDITORS & THEIR REPORT STATUTORY AUDITORS
The Members of the Company had appointed Price Waterhouse Chartered
Accountants LLP as Statutory Auditors of the Company for their 2nd term of 5
(five) consecutive years from conclusion of 37th Annual General Meeting until
the conclusion of 42nd Annual General Meeting. The Price Waterhouse Chartered
Accountant LLP have confirmed that they are not disqualified from continuing as Auditors
of the Company.
Auditors' remarks in their report read with the notes to accounts
referred to by them are self-explanatory. There have been no fraud reported by the
Statutory Auditors of the Company.
SECRETARIAL AUDITOR
M/s. S. K. Gupta & Co., Company Secretaries, were appointed as
Secretarial Auditors, to conduct Secretarial Audit of the Company for the financial year
2023-24. The Secretarial Audit Report for the financial year ended 31st March,
2024 is annexed herewith marked as Annexure 2 to this Report.
The Board in their meeting held on 07th May, 2024 have
reappointed M/s. S. K. Gupta & Co., Company Secretaries, as Secretarial Auditors, to
conduct Secretarial Audit of the Company for the financial year 2024-25.
EXPLANATIONS OR COMMENTS BY THE BOARD ON EVERY QUALIFICATION,
RESERVATION OR ADVERSE REMARK OR DISCLAIMER MADE BY AUDITORS
i. Auditors' Report:
There have been no fraud, qualification, reservation or adverse remark
reported by the Statutory Auditors of the Company.
ii. Secretarial Auditor's Report:
There is no qualification, reservation or adverse remark reported by
the Secretarial Auditors in their Report.
COST AUDIT
Pursuant to Section 148 of the Companies Act, 2013 read with rules made
thereunder, the Board, has re-appointed M/s. R. J. Goel & Co., Cost Accountants
(Registration No. 000026), to audit the Cost Accounts of the Company for the year ending
31st March, 2025. Their remuneration is proposed to be ratified by Members at
the ensuing annual general meeting.
The Cost Audit Report and other documents for the year ended 31st
March 2023 were submitted with the Central Government by filing Form CRA-4 vide SRN
F62264981 dated 04th July, 2023.
15. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirement under section 134 of the Companies Act,
2013 with respect to Directors' Responsibility Statement, it is hereby confirmed by the
Board of Directors: -
a. that in the preparation of the annual accounts for the financial
year ended 31st March, 2024, the Indian Accounting Standards (Ind AS) have been
followed along with proper explanation relating to material departures;
b. that they had selected such accounting policies and applied them
consistently and made judgments and estimates that were 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 and of the profit of the Company for the year ended on that period.
c. that they 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. that they had prepared the accounts for the financial year ended 31st
March, 2024 on a 'going concern' basis.
e. that they had laid down internal financial controls to be followed
by the Company and that such internal financial controls are adequate and are operating
effectively; and
f. that they had devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems are adequate and operating
effectively.
16. DECLARATION BY INDEPENDENT DIRECTORS
The Declaration of Independence from all Independent Directors as
stipulated under Section 149(7) of the Companies Act, 2013 and Regulation 17 of the SEBI
Listing Regulations, 2015, confirming that they meet the criteria of independence have
been received.
17. STATEMENT REGARDING INTEGRITY, EXPERTISE AND EXPERIENCE OF
INDEPENDENT DIRECTORS
In the opinion of the Board, the Independent Directors possess
excellent rating in respect of clear sense of value and integrity and have requisite
expertise and experience in their respective fields.
All the Independent Directors of the Company are enrolled with Data
Bank maintained by Indian Institute of Corporate Affairs. As per the provisions of section
150 of the Companies Act, 2013 read with rule 6 of the Companies (Appointment and
Qualification of Directors) Rules, 2014, the Independent Directors of the Company are
exempted from undergoing the online proficiency self-assessment test conducted by the
Institute, except those who are required to undergo the test had passed the online
proficiency self-assessment test within the prescribed time.
18. BOARD EVALUATION
The Company has devised a Policy for Performance Evaluation of
Independent Directors, Board, Committees and other Directors which includes criteria for
performance evaluation of the Non-Executive Directors and Executive Directors under
section 178(1) of the Companies Act, 2013 and SEBI Listing Regulations. This Policy may be
accessed on the Company's website at the link: https://www.jindalsaw.com/
pdf/POLICY-REMUNERATION-POLICY-OF-JINDAL-SAW.pdf
On the basis of the Policy for Performance Evaluation of Independent
Directors, Board, Committees and other Directors, a process of evaluation was followed by
the Board for its own performance and that of its Committees and individual Directors. The
details of the same have been given in the report on Corporate Governance annexed hereto.
The details of programme for familiarization of Independent Directors,
their roles, rights, responsibilities in the Company, nature of the industry in which the
Company operates, business model of the Company and related matters have been uploaded on
the website of the Company at the link: https://www.jindalsaw.com/pdf/familierisation-
programe-2023-2024.pdf
19. DIRECTORS AND KEY MANAGERIAL PERSONNEL
Your Board of Directors comprises of mix of Executive and Non-Executive
Directors including the women directors with rich experience and expertise across a range
of fields such as corporate finance, strategic management, accounts, legal, marketing,
brand building, social initiative, general management and strategy. Except, Independent
Directors, all other Directors are liable to retire by rotation as per the provisions of
the Companies Act, 2013.
At the ensuing Annual General Meeting, Ms. Sminu Jindal, Managing
Director, (DIN: 00005317) and Mr. Neeraj Kumar, Group CEO and Whole-time Director (DIN:
01776688) of the Company, retire by rotation and, being eligible, offer themselves for
re-appointment.
As per section 134(3)(q) of the Companies Act, 2013 read with rule 8(5)
of the Companies (Accounts) Rules 2014, details of Directors or Key Managerial Personnel
who were re-appointed during the year are given below:-
The Members in their Annual General Meeting (AGM) held on 20th
June, 2023, based on the recommendation of Board of Directors of the Company, approved the
reappointment of Dr. Vinita Jha (DIN : 08395714), Mr. Sanjeev Shankar (DIN : 06872929) and
Mr. Girish Sharma (DIN : 05112440) for 2nd term of further period of 5
consecutive years as an Independent Directors of the Company w.e.f. 22nd March,
2024.
Further, Members in their AGM held on 20th June, 2023, based
on the recommendation of Board of Directors of the Company, approved the
appointment/reappointment of the following:
a. Appointed Ms. Shradha Jatia as Whole-time Director of the Company
for period of 5 years w.e.f. 18th May, 2023.
b. Appointed Ms. Tripti Jindal Arya as Whole-time Director of the
Company for period of 5 years w.e.f. 18th May, 2023
c. Reappointed Mr. Neeraj Kumar as Group CEO and Whole- time Director
of the Company for the period of 5 years w.e.f. 01st July, 2023; and
d. Reappointed Mr. Hawa Singh Chaudhary as Whole-time Director of the
Company for period of 2 years w.e.f. 01st November, 2023.
The board later redesignated Ms. Shradha Jatia and Ms. Tripti Jindal
Arya as Joint Managing Directors of the company w.e.f. 29th August 2023.
POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION
The Nomination and Remuneration Committee selects the candidates to be
appointed as the Director on the basis of the requirement and enhancing the competencies
of the Board. The current policy is to have a balance of Executive, Non- Executive and
Independent Directors to maintain the independence of the Board and to separate the
functions of governance and management. The composition of Board of Directors during the
year ended March 31, 2024 was in conformity with Regulation 17 of the SEBI Listing
Regulations read with Section 149 of the Companies Act, 2013.
The Company has policy, namely Nomination and Remuneration Policy, to
govern directors' appointment, including criteria for determining qualifications, positive
attributes, independence of a director and other matters, as required under sub-section
(3) of Section 178 of the Companies Act, 2013 and the remuneration to the Directors.
20. CORPORATE GOVERNANCE
The Company is committed to maintain the highest standards of corporate
governance and adherence to the corporate governance requirement set out by SEBI Listing
Regulations. The report on Corporate Governance as stipulated under the SEBI Listing
Regulations forms an integral part of this Report. The requisite certificate from the
Secretarial Auditors of the Company confirming compliance with the conditions of corporate
governance is attached with the report on Corporate Governance.
21. CREDIT RATING
The credit ratings obtained by the Company during the year under review
are as under:
Date of Rating |
Credit Rating Agency |
Instrument/Type of Rating |
Rating |
Remarks |
15th September 2023 |
|
a) Commercial Paper ' 400 Crores b) Short Term Bank
Facilities ' 7,986 Crores |
CARE A1+ |
Reaffirmed |
|
Credit Ratings Limited |
a) Long Term Bank Facilities ' 2,670.95 Crores b)
Non-Convertible Debentures ' 500 Crores |
CARE AA (Outlook: Stable) |
Revised from CAREAA- (Outlook: Stable) |
15th September 2023 |
Credit Ratings Limited |
Issuer Rating |
CARE AA (Outlook: Stable) |
Revised from CAREAA- (Outlook: Stable) |
19th October 2023 |
Brickwork Ratings India Pvt Ltd |
Non-Convertible Debentures of ' 500 Crores |
BWR AA (Stable) |
Reaffirmed |
22. CONTRACTS AND ARRANGEMENT WITH RELATED PARTIES
The regulation 23(4) states that all related party transactions (RPTs)
with an aggregate value exceeding ' 1,000 crores or 10% of annual consolidated
turnover of the Company, whichever is lower, shall be treated as Material Related Party
Transaction (MRPTs) and shall require prior approval of shareholders. The said limits are
applicable, even if the transactions are in the ordinary course of business of the
concerned company and at an arm's length basis.
During the year under review, the Company has entered into material
related party transactions with JSW Steel Limited and Jindal Steel and Power Limited. All
the related party transactions are in compliance with the provisions of SEBI Listing
Regulations as applicable during the financial year ended 31st March, 2024.
The related party transaction policy of the company can be accessed on
the Company's website at the link: https://www.jindalsaw.
com/pdf/policy-on-rpts-jindal-saw-ltd-f inal-2022.pdf.
Please refer to note 51 to the standalone financial statements which
sets out related party disclosures.
23. CORPORATE SOCIAL RESPONSIBILTY (CSR)
The objective of the Company's Corporate Social Responsibility ('CSR')
initiatives is to improve the quality of life of communities through long-term value
creation for all stakeholders. The Company's CSR policy provides guidelines to conduct its
CSR activities of the Company. The salient features of the Policy forms part of the Annual
Report on CSR activities annexed to the Board's Report. The CSR policy is available on the
website of the Company at https://www.jindalsaw.com/pdf/CSR-Policy-2021.pdf.
The key philosophy of all CSR initiatives of the Company is driven by
core value of inclusion. Pursuant to CSR Policy various activities were recommended by the
CSR Committee to the Board, which were undertaken by the Company. During the year, the
Company had spent ' 1,841.01 Lakh on CSR activities against the total obligation of
' 1,211.88 Lakh. Thus, an amount of ' 629.13 lakh over spent on above
activities for the financial year ended 31st March 2024. The management
continue to explore the feasible project to spend the CSR fund so that the society at
large would be benefited.
Further, as per the provisions of Section 135 of Companies Act, 2013
read with Rule 7 of Companies (Corporate Social Responsibility Policy) Rules, 2014, the
Board of Directors in their meeting held on 7th May, 2024 approved the excess
spent amount of ' 629.13 Lakh spent of CSR activities during FY 2023-24 to be set
off against the requirement of spend under Section 135(5) of the Companies Act, 2013 for a
period of immediately three succeeding financial years.
A report on CSR activities is annexed herewith as Annexure 1.
24. RISK MANAGEMENT
The Company has a Risk Management Committee which has been entrusted
with the responsibility to assist the Board in (a) overseeing and approving the Company's
enterprise wide risk management framework; and (b) identifying and assessing that all the
risks that the organization faces such as strategic, financial, credit, market, liquidity,
security, property, IT, legal, regulatory,
reputational and other risks and to ensure that there is an adequate
risk management infrastructure in place capable of addressing those risks. The Risk
Management Policy was reviewed and approved by the Committee.
The Company manages, monitors and reports on the principal risks and
uncertainties that can impact its ability to achieve its strategic objectives. The
Company's management systems, organisational structures, processes, standards, code of
conduct and behaviours together form the Management System that governs how the Company
conducts the business and manages associated risks.
25. INTERNAL CONTROL AND INTERNAL AUDIT SYSTEM AND THEIR ADEQUACY
The Company has adopted and implemented robust policies and procedures
for ensuring the orderly and efficient conduct of its business. The framework has been
designed to provide with the size, scale and complexity of its operations, safeguarding of
its assets, comply with the applicable laws, prevention and detection of fraud, accuracy
and completeness of the accounting records, and timely preparation of reliable financial
disclosures. For more details, refer to the "Internal Control and Internal Audit
System and Their Adequacy" section in Management Discussions and Analysis Report,
which forms part of this Annual Report.
26. COST RECORD
The Cost records as specified by the Central Government under
sub-section (1) of section 148 of the Companies Act, 2013, are prepared, maintained and
the same are audited by the Cost Auditor.
27. SECRETARIAL STANDARDS
The Directors state that applicable Secretarial Standards, i.e. SS-1
(Meetings of the Board of Directors), SS-2 (General Meetings), SS-3 (Dividend) and SS-4
(Report of the Board of Directors) respectively, have been duly followed by the Company.
28. DISCLOSURE MEETINGS OF THE BOARD
During the year under review, the Board of Director of the Company met
6 (Six ) times during the year ended 31st March, 2024. These meetings of the
Board of Directors were held on 17th May, 2023, 11th August, 2023,
26th October, 2023, 14th December, 2023, 16th January,
2024 and 28th March, 2024. The composition of Board of Directors during the
year ended March 31, 2024 is in conformity with Regulation 17 of the SEBI Listing
Regulations read with Section 149 of the Companies Act, 2013. For further details, please
refer Report on Corporate Governance attached to this Annual Report.
INDEPENDENT DIRECTORS
During the year under review, the Independent Directors of the Company
met 2 (two) times on 16th May, 2023 and 11th September, 2023. For
further details, please refer Report on Corporate Governance attached to this Annual
Report.
AUDIT COMMITTEE
As on 31st March, 2024 the Audit Committee comprised of 5
Independent Directors and 1 Executive Director as its Members. The Chairperson of the
Committee is an Independent Director. The Members possess adequate knowledge of accounts,
audit, finance, etc. The composition of the Audit Committee is in conformity with
requirements as per the Section 177 of the Companies Act, 2013 and Regulation 18 of the
SEBI Listing Regulations.
During the year ended 31st March, 2024, the Committee met
5(five) times on 17th May, 2023, 11th August, 2023, 26th October,
2023, 16th January, 2024 and 28th March, 2024 . For further details,
please refer Report on Corporate Governance attached to this Annual Report.
NOMINATION AND REMUNERATION COMMITTEE
As on 31st March, 2024, the Nomination and Remuneration
Committee comprised of 4 Independent Directors. The Chairperson of the Committee is an
Independent Director. The Composition of the Nomination and Remuneration Committee is in
conformity with requirements of section 178 the Companies Act, 2013 and Regulation 19 of
SEBI Listing Regulations.
During the year ended 31st March, 2024 the Committee met 2
(two) times on 16th May, 2023 and 26th October, 2023. For further
details, please refer Report on Corporate Governance attached to this Annual Report.
STAKEHOLDERS RELATIONSHIP COMMITTEE
As on 31st March 2024, the Stakeholders Relationship
Committee comprised of 4 Independent Directors and 2 Executive Directors. The Chairperson
of the Committee is an Independent Director. The Composition of the Stakeholders
Relationship Committee is in conformity with the requirements of the Companies Act, 2013
and SEBI Listing Regulations.
During the year ended 31st March, 2024 the Committee met
once on 6th March, 2024 . For further details, please refer Report on Corporate
Governance attached to this Annual Report.
CORPORATE SOCIAL RESPONSIBILITY COMMITTEE (CSR COMMITTEE)
As on 31st March, 2024, the CSR Committee comprised of
3 Independent Directors and 2 Executive Directors. The Chairperson of
the Committee is an Independent Directors. The Composition of the CSR Committee is in
conformity with requirements of the Companies Act, 2013.
During the year ended 31st March, 2024, the Committee met
once on 29th March , 2024. For further details, please refer Report on
Corporate Governance attached to this Annual Report.
RISK MANAGEMENT COMMITTEE
As on 31st March, 2024, the Risk Management Committee
comprised of 2 Independent Directors, 2 Executive Directors and 2 non board members. The
Chairperson of the Committee is an Independent Director. The Composition of the Risk
Management Committee is in conformity with requirements of the SEBI Listing Regulations.
During the year ended 31st March, 2024 the Committee met 2
(two) times on 11th September, 2023 and 6th March, 2024. For further
details, please refer Report on Corporate Governance attached to this Annual Report.
VIGIL MECHANISM
The Vigil Mechanism of the Company, which also incorporates a Whistle
Blower Policy in terms section 177(9) of Companies Act, 2013 and Regulation 22 of the SEBI
Listing Regulations. As per the said Policy the protected disclosures can be made by a
whistle blower through an e-mail, or a letter to the Compliance Officer or Group CEO &
Whole-time Director or to the Chairperson of the Audit Committee.
During the year, one complaint was received from a whistle blower
complaining about the mis-conduct of one of the employee at Haresamudram Plant.A committee
consisting of 3 persons, each from internal audit, HR and logistics department at the Head
Office was formed who had visited Haresamudaram plant for their investigation. The
Committee has done detailed investigation and found out that the complaint has no
substance, hence, stands closed. No other complaint was received during the year nor was
pending at the end of the year.
The Policy on vigil mechanism and whistle blower may be accessed on the
Company's website at the link: https://www.
jindalsaw.com/pdf/vigil-mechanism-policy-new.pdf
PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND
SECURITIES PROVIDED
Particulars of loans given, investments made, guarantees given and
securities provided along with the purpose for which the loan or guarantee or security
were proposed to
be utilized by the recipients are provided in the standalone financial
statements (Please refer to Notes to the standalone financial statements).
PARTICULARS REGARDING CONSERVATION OF ENERGY, ETC.
Information pursuant to the provision of Section 134 of Companies Act,
2013 read with the rule 8 of Companies (Accounts) Rules, 2014 regarding conservation of
energy, technology absorption and foreign exchange earnings and outgo are given is annexed
hereto as Annexure 3.
ANNUAL RETURN
As per the provisions of section 134 (3) (a) the Annual Return of the
Company for the Financial Year 2023-24 may be accessed under investor relation tab on the
Company's website at the link https://www.jindalsaw.com/pdf/draft-extract-of-
annual-return-for-fy-2023-24.pdf.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
In terms of the provisions of Section 197(12) of the Act 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 are
provided as Annexure 4.
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 as Annexure 5.
BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT
As per Regulation 34(f) of SEBI Listing Regulations, the Annual Report
shall contain business responsibility and sustainability report (BRSR) describing the
initiatives taken by the Company from environmental, social and governance perspective.
Having regard to the green initiative, the BRSR is made available on the Company's website
at https://www. jindalsaw.com/business-responsibility-report.php
MATERIAL CHANGES AND COMMITMENTS BETWEEN THE END OF THE FINANCIAL YEAR
AND DATE OF REPORT
There is no material change and/or commitment held between the end of
the financial year and the date of report affecting the financial position of the Company.
THE DETAILS OF APPLICATION MADE /PROCEEDING PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE, 2016
The Company has not made any application during the year and no
proceeding is pending under Insolvency & Bankruptcy Code, 2016 (IBC).
THE DETAILS OF ONE TIME SETTLEMENT/VALUATION WITH BANK OR FINANCIAL
INSTITUTION
No one-time settlement/valuation was done while taking loan from the
Bank or Financial Institution.
29. PUBLIC DEPOSITS
During the year ended 31st March, 2024, the Company had not
accepted any public deposits and no amount on account of principal or interest on public
deposits was outstanding as on 31st March, 2024.
30. ANY SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR
COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE
During the financial year there was no such significant material orders
passed by the regulators or courts or tribunals impacting the going concern status and
Company's operations in future.
Further, no application made or any proceedings were pending against
the Company under Insolvency and Bankruptcy Code, 2016 during the year under review.
The Company had, of its own, informed SEBI of the historical and
inadvertent error in classification of one of the Promoter Group entities as a public
shareholder in the shareholding pattern. Subsequently, SEBI issued a show cause notice
dated 1st February, 2022. In response to the show cause notice, the Company
filed a reply on 22nd April, 2022. In addition, the Company has also filed a
settlement application with SEBI on 4th April, 2022 for amicable settlement of
the matter.The Company's settlement application was accepted and on payment of settlement
amount, the SEBI vide its order dated 1st December, 2023 settled the matter.
The Company had filed its audited (standalone and consolidated)
financial results for the year ended 31st March, 2023 (CFS) with stock exchanges on 17th
May, 2023 along with declaration that the opinion in the auditors report by the statutory
auditors on the above results is not modified. However, the stock exchanges have taken a
contrary view and imposed the penalty on the Company under SOP ignoring all the
submissions made by the Company as well as the statement of Statutory Auditors, Price
Waterhouse Chartered
Accountants LLP confirming that their Audit Report on the CFS did not
contain any modified opinion. The Company has been regularly following up with the stock
exchanges on the above but no response has been received as on date.
31. THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013
The Company has a policy for prevention of sexual harassment of women
at workplace and also complied with provisions relating to the constitution of Internal
Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013.
The Company provides an equal employment opportunity and is committed
to creating a healthy working environment that enables employees to work without fear of
prejudice, gender bias and sexual harassment. The Company also believes that all employees
of the Company have the right to be treated with dignity. Sexual harassment at the work
place or other than work place, if involving employees, is a grave offence and is,
therefore, punishable.
Number of complaints received and resolved in relation to Sexual
Harassment of Women at Workplace (Prevention, Protection, and Redressal) Act, 2013: during
the year under review and their breakup is as under:
a) No. of Complaints filed during the year:
NIL
b) No. of Complaints disposed of during the year:
NIL
c) No. of Complaints pending at end of year:
NIL
32. ACKNOWLEDGEMENT
Your Directors express their grateful appreciation to concerned
Departments of Central / State Governments, Financial Institutions & Bankers,
Customers and Vendors for their continued assistance and co-operation. The Directors also
wish to place on record their deep sense of appreciation for the committed services of the
employees at all levels. They are also grateful for the confidence and faith that you have
reposed in the Company as its member.
|
For and on behalf of the Board |
Place : New Delhi Date : 07th May, 2024 |
Prithavi Raj Jindal
Chairperson |