Jindal Saw Ltd.
|BSE: 500378||Sector: Metals & Mining|
|NSE: JINDALSAW||ISIN Code: INE324A01024|
|BSE 15:40 | 21 Mar||122.90||
|NSE 15:55 | 21 Mar||123.20||
|Mkt Cap.(Rs cr)||3,930|
|Mkt Cap.(Rs cr)||3929.73|
Jindal Saw Ltd. (JINDALSAW) - Director Report
Company director report
Your Directors are pleased to present the 32nd Annual Report along withAudited Financial Statements of the Company for the year ended March 312017.
2. REVIEW OF OPERATIONS
The Financial Year 2016-17 has registered increase in production andsales volumes as compared to previous financial year. The total pipe production [includingpig iron] during 2016-17 was ~ 1053000 MT [including ~ 156500 MT pipes produced on jobwork] as compared to ~ 977000 MT [including ~ 39000 MT pipes produced on job work]during 2015-16. The annual pellet production was almost at the same level i.e. 12 lakhsMT.
During financial year 2016-17 the Company has sold [including pig iron]~ 1040000 MT [ including ~ 156500 MT pipes produced on job work] as compared to ~958700 MT [including ~ 39000 MT pipes produced on job work] during 2015-16 and thusrecorded ~ 8% growth in sales volumes in 2016-17.
The following is the review of various segments Segments Performance
Saw Pipe Strategic Business Unit: During the financial year 2016-17the Company produced ~ 527000 MT of pipes [including ~ 156500 MT pipes produced on jobwork] as compared to previous year ~ 455000 MT [including job work of 39000 MT]registering a quantitative growth of ~ 16% on YoY basis.
The Company has sold ~ 535300 MT [including ~ 156500 MT on jobwork] of Saw pipes as compared to previous year ~ 468300 MT [including ~ 39000 MT onjob work).
The status of orders booked as on March 31 2017 was ~ 382000 MTincluding job work orders for ~ 67000 MT.
Dl and Pig Iron Strategic Business Unit: Operations in this segmentwere in line with the planned production in the financial year 2016-17. The Company hasproduced ~ 428000 lakhs MT of Dl Pipe 8i Pig Iron in financial year 2016-17 as comparedto ~ 438000 MT in financial year 2015-16.
The Company has sold ~ 406500 lakhs MT of Dl Pipe 8. Pig Iron infinancial year 2016-17 as compared to ~ 407600 MT in financial year 2015-16.
The order book status is quite comfortable at ~ 382000 MT approx.
Seamless Strategic Business Unit: The production of seamless pipesduring financial year 2016-17 was ~ 97000 MT as compared to ~ 83900 MT during financialyear 2015-16. There is growth of 16% on YoY basis.
Sale of seamless pipes during financial year 2016-17 was ~ 98200 MT ascompared to ~ 82800 MT during financial year 2015-16.
Introduction of anti-dumping measures have improved the domestic demandof seamless pipe. Company has adopted a strategy of diversification in product portfolioand has started catering to niche/premium segment e.g. T9113 chrome and ball bearingindustry etc. The strategy has already started yielding results.
Current order book stands at ~ 75000 MT which gives an improvedvisibility for 2017-18.
Iron Ore Mines and Pellet Strategic Business Unit: After adverse marketconditions in steel sector and lower iron ore prices in the first two quarters of 2016-17last two quarters have shown improvements in demand and prices of pellets. During 2016-17the Company has maintained its production levels at ~ 100 % capacity and produced ~ 1.2million MT pellet. The Company has worked very hard in terms of cost reduction andimprovement in operational efficiency which has resulted in improvement in profitabilityin pellet segment. Current order book stands at ~ 199000 MT.
Oceangoing waterways: Pursuant to Composite Scheme of Arrangement theOcean Waterways business of one of the wholly owned subsidiary i.e. JITF WaterwaysLimited
has been transferred to the Company during 2015-16 effective from April12015.
The Board has subject to the approval of members at the ensuing annualgeneral meeting recommended a dividend of X 1/- per equity share of X 2/- for the yearended March 312017. The Board's recommendation for a stable and steady dividend islinked to Company's long term requirements of funds for meeting the working capital needscapital expenditures for its growth plans & modernization and to finance such plans byretaining back the profits.
4. TRANSFER TO RESERVES
Your Board has proposed to transfer X 358 lakhs to Debenture RedemptionReserve. On redemption of debentures the proportionate Debenture Redemption Reserve of Rs3750 lakhs was transferred to General Reserve.
5. SHARE CAPITAL
Your Directors had allotted 43530596 Compulsorily ConvertibleDebentures [CCDs] on preferential basis under the Securities and Exchange Board of India[Issue of Capital and Disclosure Requirements] Regulations 2009 at a price of X 81.10 perCCD. Each of these CCDs was to be converted into one equity share of X 2/- each in threetranches. The two tranches of 13808414 CCDs and 14498696 CCDs were converted intoequal number of equity shares. The last tranche of 15223486 CCDs were converted inequal number of equity shares on April 25 2016. By the above conversions the paid-upequity share capital of Company stands increased to X 639508234 comprising of319754117 equity shares of X 2/- each.
6. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis as stipulated under Regulation 34of SEBI [Listing Obligations and Disclosure Requirements] Regulations 2015 forming partof this report has been given under separate section.
9. CONSOLIDATED FINANCIAL STATEMENTS
Audited annual consolidated financial statements forming part of theannual report have been prepared in accordance with Companies Act 2013 IndianAccounting Standards [Ind AS] 110- 'Consolidated Financial Statements' and IndianAccounting Standards [Ind AS] 28 - Investments in Associates and Joint Ventures'notified under Section 133 of Companies Act 2013 read with Companies [Indian AccountingStandards] Rules 2015 and as amended from time to time.
10. SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES
At the beginning of the year the Company had 13 direct subsidiaries16 indirect subsidiaries and 1 associate. As on March 31 2017 Company has 10 directsubsidiaries 15 indirect subsidiaries and 1 associate. The Board of Directors reviewedthe affairs of the subsidiaries. The details of change of investments in the subsidiaryjoint ventures and associate during the year are as under:
I. Sulog Transhipment Services Limited became a subsidiary of theCompany
II. The following companies ceased to be subsidiaries of the Company
a. Universal Tube Accessories Private Limited
b. JITF Coal Logistics Limited
c. Jindal Saw Espana SL
d. Jindal Tubular U.S.A. LLC
e. JITF Shipping 8i Logistics [Singapore] PTE. Ltd.
Further In accordance with Section 129(3] of the Companies Act 2013the consolidated financial statements of the Company and its subsidiaries along with astatement containing the salient features of the financial statements of Company'ssubsidiaries in Form AOC 1 forms part of annual report. The statement also provides thedetails of performance financial positions of each of the subsidiaries.
As per the provisions of Section 136 of the Companies Act 2013 theaudited financial statements including the consolidated financial statements and otherrelated information of the Company and audited financial statements of each of itssubsidiaries are available on our website www.jindalsaw.com .These documents will also be available for inspection during business hours at ourregistered office till date of annual general meeting.
The policy for determining material subsidiaries as approved may beaccessed on the Company's website at the link: http://www.jindalsaw.com/pdf/ POLICY-FOR-DETERMININ G-MATERIAL-SUBSIDIARIES.pdf
11. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirement under section 134 of the Companies Act2013 with respect to Directors' Responsibility Statement it is hereby confirmed by theBoard of Directors: -
a. that in the preparation of the annual accounts for the financialyear ended March 31 2017 the Indian Accounting Standards [Ind AS] has been followedalong with proper explanation relating to material departures;
b. that they had selected such accounting policies and applied themconsistently and made judgments and estimates that were reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial 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 maintenanceof adequate accounting records in accordance with the provisions of the Companies Act2013 for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;
d. that they had prepared the accounts for the financial year endedMarch 312017 on a 'going concern' basis.
e. that they had laid down internal financial controls to be followedby the Company and that such internal financial controls are adequate and are operatingeffectively; and
f. that they had devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems are adequate and operatingeffectively.
12. DIRECTORS AND KEY MANAGERIAL PERSONNEL
Shri Prithvi Raj Jindal Chairman [DIN: 00005301] and Ms. ShradhaJatia Non-Executive Director [DIN: 00016940] of the Company retire by rotation andbeing eligible offer themselves for re-appointment.
As per section 134[q] of the Companies Act 2013 read with rule 8of the Companies [Accounts] Rules 2014 details of Directors or Key Managerial Personnelwho were appointed and who have resigned during the year are given below:-
Shri Hawa Singh Chaudhary Whole-time Director [DIN: 00041370] has beenre-appointed as Whole-time Director of the Company for a further period of 2 years w.e.f.November 12017 by the Board of Directors subject to approval of the shareholders. TheCompany has received the notices under section 160 of the Companies Act 2013 along withdeposit of requisite amount from the shareholder proposing the candidature of Shri HawaSingh Chaudhary for the office of the Whole-time Director of the Company.
POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION
The Nomination and Remuneration Committee selects the candidate to beappointed as the Directors on the basis of the needs and enhancing the competencies of theBoard of the Company.
The current policy is meant to have a balance of executive andnon-executive Independent Directors to maintain the independence of the Board andseparates its functions of governance and management. The composition of Board ofDirectors during the year ended March 31 2017 are in conformity with Regulation 17 of theSEBI [Listing Obligations and Disclosures Requirements] Regulations 2015 [SEBI ListingRegulations] read with Section 149 of the Companies Act 2013.
The policy of the Company on directors' appointment including criteriafor determining qualifications positive attributes independence of a director and othermatters as required under sub-section  of Section 178 of the Companies Act 2013 andthe remuneration paid to the directors is governed by the Nomination and RemunerationPolicy of the Company.
13. DECLARATION BY INDEPENDENT DIRECTORS
The Company has received Declaration of Independence from allIndependent Directors as stipulated under Section 149 of the Companies Act 2013 andRegulation 17 of the SEBI Listing Regulations confirming that they meet the criteria ofIndependence.
14. BOARD EVALUATION
The Company has devised a Policy for Performance Evaluation ofIndependent Directors Board Committees and other Directors which includes criteria forperformance evaluation of the non-executive directors and executive directors undersection 178 of the Companies Act 2013. This may be accessed on the Company's websiteat the link: http://www.jindalsaw.com/pdf/Criteia%20for%20Pe rformance%20Evaluation.pdf
On the basis of the Policy for Performance Evaluation of IndependentChairman Board Committees and other
Directors a process of evaluation was followed by the Board for itsown performance and that of its committees and individual Directors. The details of thesame have been given in the report on Corporate Governance annexed hereto. The details ofprogramme for familiarization of Independent Directors their roles rightsresponsibilities in the Company nature of the industry in which the Company operatesbusiness model of the Company and related matters have been uploded on the website of theCompany at the link: http://www.jindalsaw.com/pdf/Familiarization-Programm e-of-lndependent-Directors-of-Jindal-Saw-Limited.pdf
15. CORPORATE GOVERNANCE
The Company is committed to maintain the highest standards of corporategovernance and to adhere to the corporate governance requirement set out by SEBI ListingRegulations. The report on Corporate Governance forms an integral part of this Report. Therequisite certificate from the Auditors of the Company confirming compliance with theconditions of corporate governance is attached with the report on corporate governance.
16. CREDIT RATING
The credit rating of your Company is "CARE A[+j" for thelong-term borrowings and "CARE AIM" for short-term borrowings from CreditAnalysis 8i Research Limited ['CARE'] ~
17. CONTRACTS AND ARRANGEMENT WITH RELATED PARTIES
All contracts / arrangements / transactions entered by the Companyduring the financial year with related parties were in the ordinary course of business andon an arm's length basis. During the year the Company had not entered into anymaterial contract / arrangement / transaction with related parties.
The Policy on materiality of related party transactions and dealingwith related party transactions as approved by the Board may be accessed on the Company'swebsite at the link: http://www.jindalsaw.com/pdf/140_Download _RELATEDPARTYTRANSACTIONPOLICY.pdf
Your Directors draw attention of the members to Note 47 to thefinancial statement which sets out related party disclosures.
18. CORPORATE SOCIAL RESPONSIBILTY (CSR)
The Company has its Corporate Social Responsibility Policy [CSRPolicy] which can be accessed on the Company's website at
The key philosophy of all CSR initiatives of the Company is driven bycore value of inclusion. Pursuant to CSR Policy various activities were recommended by theCSR Committee to the Board which were undertaken by the Company. During the year theCompany spent Rs 680.30 lakhs on CSR activities. A report on CSR activities is annexedherewith as Annexure 1.
19. RISK MANAGEMENT
During the year your Directors constituted a Risk Management Committeewhich has been entrusted with the responsibility to assist the Board in [a] overseeing andapproving the Company's enterprise vide risk management
framework; and [b] identifying and assessing that all the risks thatthe organization faces such as strategic financial credit market liquidity securityproperty IT legal regulatory reputational and other risks and to ensure that there isan adequate risk management infrastructure in place capable of addressing those risks. ARisk Management Policy was reviewed and approved by the Committee.
The Company manages monitors and reports on the principal risks anduncertainties that can impact its ability to achieve its strategic objectives. TheCompany's management systems organisational structures processes standards code ofconduct and behaviors together form the Management System that governs how the Companyconducts the business and manages associated risks.
20. INTERNAL CONTROL AND INTERNAL AUDIT SYSTEM AND THEIR ADEQUACY
Your company has put in place strong internal control systems in lineswith globally accepted practice. The processes adopted by the Company are best in classand commensurate with its size and scale of operations. All major business activities hasbeen well defined and mapped into the best ERP system and the controls are continuouslyreviewed and strengthened as per the business need. Extensive use of latest technology forefficient and effective operation is the strong base for adequate internal control in thebusiness. The Company has adopted risk based framework which is intended for propermitigation with increased transparency and accountability in the process designed andits implementation. The major risks identified by the businesses and functions aresystematically addressed through mitigating actions on a continuous basis.
Deloitte Haskins & Sells LLP has been appointed to carry outInternal Audit of the Company. A well-established multidisciplinary Internal Audit teamconsists of professionally qualified accountants engineers and SAP experienced executivesto carry out Internal audit throughout the year across all functional areas and submitits reports to Management and Audit Committee. As per the global practice focus ofInternal Audit is towards the review of internal controls and risks in its operations suchas procure to pay order to cash accounting and finance employee engagement insuranceIT processes legal compliance. The Company also undergoes periodic audit by specializedthird-party consultants and professionals for business specific compliances such asquality management environment and safety and so on. The Audit Committee of the Boardregularly reviews the adequacy & effectiveness of internal audit environment andmonitors implementation of internal audit recommendations including those relating tostrengthening of Company's risk management policies & systems.
Your Company's philosophy is of zero tolerance towards all applicablelegal non-compliances. To ensure the adherence of the philosophy the Company is using alegal compliance software for online monitoring of all legal compliances applicable tovarious plants and corporate office. A legal compliance monitoring cell regularly monitorthe status of compliances through the software.
The Company has operative Whistle Blower Mechanism for reporting anyact being considered as not in line with the policy rules or code of conduct of theCompany. The mechanism is accessible to all internal as well as external stakeholders.Reported instances are being monitored through a designated authority for properredressal.
21. AUDITORS & THEIR REPORT STATUTORY AUDITORS
The Shareholders in their 31st annual general meeting had appointed M/sN. C. Aggarwal Chartered Accountants as statutory auditors of the Company till theconclusion of the ensuing AGM. M/s. N. C. Aggarwal Chartered Accountants have completedtheir maximum permissible tenure as the auditors of the Company as per the Section 139 ofthe Companies Act 2013 read with the Companies [Audit and Auditors] Rules 2014. Afterevaluation of the various leading auditing firms the Board of Directors has identifiedand recommended the appointment of Price Waterhouse Chartered Accountants LLP as theStatutory Auditor of the Company for a term of 5 years [subject to ratification by membersat every annual general meeting] to hold office from the conclusion of the 32nd annualgeneral meeting until the conclusion of the 37th annual general meeting of the Company.
Brief profile of Price Waterhouse Chartered Accountants LLP
Price Waterhouse Chartered Accountants LLP [FRN012754N/N500016]["the firm"] is a separate distinct and independent member firmof the PW India Network of Firms which include 11 similarly situated independent firmseach of which are registered with the Institute of Chartered Accountants of India.
Cumulatively more than 100 years old in India and have offices in 8cities with over 3000 people. The locations are Mumbai Ahmedabad Gurgaon BangaloreKolkata Hyderabad Pune and Chennai. The registered office is at Sucheta Bhawan 11AVishnu Digambar Marg New Delhi 110002.
The firm has 79 assurance partners as at April 302017.
M/s. Price Waterhouse Chartered Accountants LLP have expressed theirwillingness to be appointed as statutory auditors of the Company. They have furtherconfirmed that the said appointment if made would be within the prescribed limits underSection 141[g] of the Companies Act 2013 and that they are not disqualified forappointment. Accordingly their appointment as Statutory Auditors of the Company from theconclusion of the 32nd annual general meeting until the conclusion of the 37th annualgeneral meeting of the Company is placed for your approval.
Auditors' remarks in their report read with the notes to accountsreferred to by them are self-explanatory. There have been no fraud reported by theStatutory Auditors of the Company.
The Board had appointed Shri S. K. Gupta of M/s. S. K. Gupta & Co.Company Secretaries to conduct Secretarial Audit of the Company for the financial year2016-17. The Secretarial Audit Report for the financial year ended
March 312017 is annexed herewith marked as Annexure 2 to this Report.The Secretarial Audit Report does not contain any qualification reservation or adverseremark.
EXPLANATIONS OR COMMENTS BY THE BOARD ON EVERY QUALIFICATIONRESERVATION OR ADVERSE REMARK OR DISCLAIMER MADE
i. Auditors' Report
There have been no fraud qualification reservation or adverse remarkreported by the Statutory Auditors of the Company.
ii. Secretarial Auditor's Report
There are no qualification reservation or adverse remark reported bythe Secretarial Auditors in their report.
Pursuant to Section 148 of the Companies Act 2013 read with rules madethereunder the Board had re-appointed M/s. R. J. Goel & Co. Cost Accountants[Registration No. 000026] to audit the Cost Accounts of the Company for the year endedMarch 312017.
The Company had submitted the Cost Audit Report and other documents forthe year ended 31st March 2016 with the Central Government by filing Form A-XBRL vide SRNG10985182 dated September 92016.
MEETINGS OF THE BOARD
During the year under review the Board of Director of the Company met4 [Four] times on May 30 2016 August 12 2016 November 4 2016 and February 9 2017.The composition of Board of Directors during the year ended March 31 2017 is inconformity with Regulation 17 of the SEBI Listing Regulations read with Section 149 of theCompanies Act 2013. For further details please refer report on Corporate Governanceattached with this annual report.
As on March 31 2017 the Audit Committee comprised of 4 IndependentDirectors and 1 Executive Director as its members. The Chairman of the Committee is anIndependent Director. The Members possess adequate knowledge of Accounts Audit Financeetc. The composition of the Audit Committee is in conformity with requirements as per theSection 177 of the Companies Act 2013 and Regulation 18 of the SEBI Listing Regulations.
During the year ended March 312017 the Committee met 4 [four] timeson May 302016 August 122016 November 4 2016 and February 9 2017. For furtherdetails please refer report on Corporate Governance attached with this annual report.
NOMINATION AND REMUNERATION COMMITTEE
As on March 31 2017 the Nomination and Remuneration Committeecomprised of 3 Independent Directors. The Chairman of the Committee is an IndependentDirector. The Composition of the Nomination and Remuneration Committee is in conformitywith requirements of section 178 the Companies Act 2013 and SEBI Listing Regulations.
During the year ended March 312017 the Committee met 1 [once] on May30 2016. For further details please refer report on Corporate Governance of this annualreport.
CORPORATE SOCIAL RESPONSIBILITY COMMITTEE (CSR COMMITTEE)
As on March 312017 the CSR Committee comprised of Dr. Raj KamalAgarwal Independent Director as Chairman and Ms. Sminu Jindal Managing Director andShri Neeraj Kumar Group CEO 8. Whole-time Director as other members. The Composition ofthe CSR Committee is in conformity with requirements of the Companies Act 2013. Duringthe year ended March 312017 the Committee met 1 [once] on March 31 2017.
The Vigil Mechanism of the Company which also incorporates a whistleblower policy in terms of the SEBI Listing Regulations. Protected disclosures can be madeby a whistle blower through an e-mail or a letter to the Compliance Officer or Group CEO& Whole-time Director or to the Chairman of the Audit Committee.
The Policy on vigil mechanism and whistle blower may be accessed on theCompany's website at the link:
PARTICULARS OF LOANS GIVEN INVESTMENTS MADE GUARANTEES GIVEN ANDSECURITIES PROVIDED
Particulars of loans given investments made guarantees given andsecurities provided along with the purpose for which the loan or guarantee or securitywere proposed to be utilized by the recipient are provided in the standalone financialstatements [Please refer to Notes 78 and 16 to the standalone financial statements].
PARTICULARS REGARDING CONSERVATION OF ENERGY ETC.
Information pursuant to the provision of Section 134 of Companies Act2013 read with the rule 8 of Companies (Accounts] Rules 2014 regarding conservation ofenergy technology absorption and foreign exchange earnings and outgo are given in thestatement annexed hereto as Annexure 3.
EXTRACT OF ANNUAL RETURN
Extract of Annual Return of the Company is annexed herewith as Annexure4 to this annual report.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
In terms of the provisions of Section 197 of the Act read withrules 5 and 5 of the Companies [Appointment and Remuneration of ManagerialPersonnel] Rules 2014 a statement showing the names and other particulars of theemployees drawing remuneration in excess of the limits set out in the said rules areprovided as Annexure 5.
Disclosures pertaining to remuneration and other details as requiredunder Section 197(12] of the Act read with rule 5 of the Companies [Appointment andRemuneration of Managerial Personnel] Rules 2014 are provided as Annexure 6.
BUSINESS RESPONSIBILITY REPORT
As per regulation 34[f] of SEBI Listing Regulations the annual reportshall contain business responsibility report [BRR] describing the initiatives taken by theCompany from environmental social and governance perspective. Having regard to the greeninitiative the BRR is made available on the Company's website at
23. PUBLIC DEPOSITS
During the year ended March 31 2017 the Company had not accepted anypublic deposits and no amount on account of principal or interest on public deposits wasoutstanding as on March 31 2017.
24. GOODS AND SERVICES TAX (GST)
The introduction of Goods and Services Tax (GST) is a very significantstep in the field of indirect tax reforms in India. By amalgamating a large number ofCentral and State taxes into a single tax it would mitigate cascading or double taxationin a major way and pave the way for a common national market.
The transition to GST scenario is a major change process and theCompany has established a dedicated team to evaluate the impact analysis and carry outchanges to the business process & IT systems as per the GST framework.
25. ANY SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS ORCOURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS INFUTURE
During the financial year there is no such significant material orderspassed by the regulators or courts or tribunals impacting the going concern status andCompany's operations in future.
26. THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013
The Company has a policy for prevention of sexual harassment of womenat workplace and a Committee as required. No complaint of sexual harassment was receivedduring the year.
Your Directors express their grateful appreciation to concernedDepartments of Central / State Governments Financial Institutions & BankersCustomers and Vendors for their continued assistance and co-operation. The Directors alsowish to place on record their deep sense of appreciation for the committed services of theemployees at all levels. They are also grateful for the confidence and faith that you havereposed in the Company as its member.