Your Directors have pleasure in presenting the Forty Fifth Annual Report on theBusiness and Operations of your Company together with the audited statement of accountsfor the year ended March 31 2016.
1. FINANCIAL RESULTS
The Financial performance of the Company during the year 2015-16 is summarized below:
| || ||(Rs. in Lakhs) |
|Particulars ||Year Ended 31.3.16 ||Year Ended 31.3.15 |
|Interest & dividend income/ Other Income ||1896.69 ||2130.12 |
|Profit before Interest Depreciation & Tax ||1661.34 ||424.00 |
|Provision for Income Tax ||278.17 ||363.31 |
|Provision / (Assets) for Deferred Tax ||7.09 ||(548.26) |
|Net Profit / (Loss) after Tax ||1376.08 ||608.95 |
|Add/(Less): Surplus brought forward ||9508.62 ||9021.82 |
|Profit/ (Loss) available for appropriation ||10884.69 ||9630.77 |
|Transfer to Statutory Reserve ||275.22 ||121.79 |
|Balance carried to Balance Sheet ||10609.48 ||9508.62 |
During the year ended 31st March 2016 the Income of the Company by way of dividendinterest and other income stood up at Rs.1896.69 lakhs as compared to Rs. 2130.12 lakhsduring the previous year. Profit before interest depreciation and tax stood at Rs.1661.34 lakhs as compared to Rs. 424 lakhs during previous year. Net Profit after taxstood at Rs.1376.08 Lakhs as compared to Rs. 608.95 lakhs during the previous year.
2. FUTURE PROSPECTS
Indias long term growth potential continues to be strong with focus on fasterinfrastructure creation improving manufacturing and farm output and expanding servicesector. During 2015-16 India emerged as the worlds third largest producer of crudesteel up from eighth position in 2003. The industry growth is driven by an availabilityof raw materials such as iron ore and cost-effective labor. Your Company continues toholds significant investments in equity shares of steel manufacturing companies of O.P.Jindal group. The growth in Steel Sector in India is likely to sustain in coming yearstherefore the performance of the Investee Companies is also expected to improve in theensuing years. The development in Architectural Building and Construction sector beingundertaken in India is also expected to give a further boost to the Steel industry andyour Company is looking forward for a sustainable growth in its Investee Companies in thecoming years which would enhance the shareholders value.
3. DIVIDEND AND INVESTOR EDUCATION AND PROTECTION FUND
The Board of Directors of your Company has decided to retain and plough back theprofits into the business of the Company thus no dividend is being recommended for yearunder review.
There is no unclaimed and unpaid dividend remaining due with the Company. Hence theCompany has not transferred any amount to Investor Education and Protection Fund ofGovernment of India during the year under review.
4. SHARE CAPITAL
The Authorized Share Capital of the Company is Rs. 150000000 (Rupees Fifteen CroreOnly) divided into 15000000 (One Crore Fifty Lakhs only) Equity shares of Rs. 10(Rupees Ten only). The paid up equity share capital as on March 31 2016 is Rs.51361630 (Rupees Five Crore Thirteen Lakhs Sixty One Thousand Six Hundred and Thirtyonly) comprising 5136163 (Fifty One Lakhs Thirty Six Thousand One Hundred and SixtyThree only) equity shares. There was no public issue rights issue bonus issue orpreferential issue etc. during the year. The Company has not issued shares with di3erential voting rights sweat equity shares nor has it granted any stock options.
During the year under review the Company has not accepted/received any deposits duringthe year under report falling within the ambit of Section 73 of the Companies Act 2013and the Companies (Acceptance of Deposits) Rules 2014.
6. CONSOLIDATED FINANCIAL STATEMENTS
The consolidated financial statements of your Company for the Financial Year 2015-16is prepared in compliance with the applicable provisions of the Companies Act 2013Accounting Standards and the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015.
7. HOLDING SUBSIDIARIES ASSOCIATES AND JOINT VENTURES
Your Company does not have any Holding Company. The Company has 5 direct and step downsubsidiaries as on March 31 2016 namely (i) Jindal Steels & Alloys Ltd. (JSAL) (ii)Jindal Holdings Ltd. (JHL) (iii) Massillon Stainless Inc. (MSI) - through JSML (iv) JindalStainless (Mauritius) Ltd. (JSML) and (v) Brahmaputra Capital & Financial ServicesLtd. There are no associates companies or joint venture companies within the meaning ofsection 2(6) of the Companies Act 2013 ("Act"). There has been no materialchange in the nature of the business of the subsidiaries.
Pursuant to provisions of section 129(3) of the Act a statement containing salientfeatures of the financial statements of the Companys subsidiaries in Form AOC-1 isattached to the financial statements of the Company. Further the financial statements ofthe subsidiary companies and related information are available for inspection by themembers at the Registered Office of your Company during business hours on all days exceptSundays and public holidays up to the date of the Annual General Meeting (AGM) as requiredunder Section 136 of the Companies Act 2013. Any member desirous of obtaining a copy ofthe said financial statements may write to the Company Secretary at the Registered Officeof the Company. During the year Jindal Equipment Leasing and Consultancy Services Ltd.ceased to be Associate of the Company.
8. TRANSFER TO RESERVES
An amount of Rs. 275.22 crore was transferred to Statutory Reserve Fund pursuant toSection 45-IC of the Reserve Bank of India Act 1934 during the financial year underreview.
9. DIRECTORS AND KEY-MANAGERIAL PERSONNEL
During the Financial Year 2015-16 the Mr. Bhartendu Harit Company Secretary andCompliance Officer resigned from the Company w.e.f. November 03 2015 and Mr. RaghavSharma was appointed as Company Secretary and Compliance Officer w.e.f. November 14 2015.There was no other change in the directors and Key Managerial Personnel during the yearunder review. Mr. Mahender Kumar Goel ceased to be Executive Director & CEO w.e.f. May31 2016.
10. BOARD EVALUATION
Pursuant to the provisions of the Act and the corporate governance requirements asprescribed by Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 ("SEBI Listing Regulations") the Board hascarried out the annual performance evaluation of its own performance the Directorsindividually as well as the evaluation of the working of its Committees. A structuredquestionnaire was prepared after taking into consideration inputs received from theDirectors covering various aspects of the Boards functioning such as adequacy ofthe composition of the Board and its Committees Board culture execution and performanceof speci3 c duties obligations and governance. A separate exercise was carried out toevaluate the performance of individual Directors who were evaluated on parameters such aslevel of engagement and contribution independence of judgment safeguarding the interestof the Company. The performance evaluation of the Independent Directors was carried out bythe entire Board. The Directors expressed their satisfaction with the evaluation process.
11. POLICY ON DIRECTORS KMP & OTHER EMPLOYEES APPOINTMENT AND REMUNERATION
In accordance with the provisions of Section 178 of the Companies Act 2013 read withRules made thereunder and Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 the Companys policy on Nomination andRemuneration of Directors KMPs and Senior Management of your Company is uploaded onwebsite of the Company: http://nalwasons.com/pdf/Remuneration%20Policy-%20NSIL.pdf
12. DECLARATION OF INDEPENDENCE
Your Company has received declarations from all the Independent Directors confirmingthat they meet the criteria of independence as prescribed under the provisions of theCompanies Act 2013 read with the Schedules and Rules issued thereunder as well asRegulation 16 of SEBI (LODR) Regulations 2015.
13. NUMBER OF BOARD MEETINGS
The Board of Directors met four times during the financial year ended on 31st March2016. The details of Board Meetings and the attendance of the Directors are provided inthe Corporate Governance Report forming part of this Annual Report.
In term of requirements of Schedule IV of the Companies Act 2013 and Regulation 25 ofSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015 a separate meeting of the Independent Directors was held on February13 2016 for the Financial Year 2015-16. The Independent Directors at the meeting reviewedthe following: a. Performance of Non-Independent Directors and the Board as a whole; b.Assess the quality quantity and timeliness of flow of information between the CompanyManagement and the Board that is necessary for the Board to effectively and reasonablyperform their duties.
14. EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in Form MGT 9 is annexedherewith as Annexure -A.
15. DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 134 (3) (c) read with Section 134(5) of theCompanies Act 2013 with respect to directors responsibility statement it is herebyconfirmed that:
(a) in the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures;
(b) they have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of a3 airs of the Company as at 31st March 2016 and of the profit and lossof the Company for the year ended on that date;
(c) they have taken proper and su3 cient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;
(d) they have prepared the annual accounts on a going concern basis; and
(e) they have laid down internal financial controls to be followed by the Company andsuch internal financial controls are adequate and were operating effectively.
(f ) they have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.
a) Statutory Auditor:
The members of the Company had at its AGM held on September 29 2014 appointed M/s.N.C. Aggarwal & Co. as the Statutory Auditors of the Company for a period of three(3) consecutive years from the conclusion of the 43rd AGM to the conclusion of 46th AGMsubject to the ratification of their appointment every year. They have confirmed thattheir appointment if ratified at the ensuing AGM will be in compliance with Section 139and Section 141 of the Companies Act would be within the limits prescribed under theCompanies Act 2013 and that they are not disqualified for re-appointment. TheAuditors Report does not contain any qualification reservation or adverse remark.
b) Secretarial Auditor: The Board had appointed M/s Rajesh Garg & Co.Practicing Company Secretaries to conduct Secretarial Audit for the financial year2015-16. The Secretarial Audit Report for the financial year ended March 31 2016 isannexed herewith marked as Annexure - B to this Report. The Secretarial Audit Report doesnot contain any qualification reservation or adverse remark.
17. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS BY THE COMPANY UNDER SECTION 186
The particulars of loans guarantees or investments by the Company under section 186are stated in Notes to Accounts forming part of this Annual Report
18. CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
All related party transactions that were entered into during the financial year were onan arms length basis and were in the ordinary course of business. There are nomaterially significant related party transactions made by the Company which may have apotential conflict with the interest of the Company at large and thus disclosure in FormAOC-2 is not required. Moreover on the recommendations of the Audit Committee your Boardhad revised the Policy on Related Party Transactions in accordance with Securities andExchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015 and as per the amended provisions of the Companies Act 2013.
The policy is uploaded at the below web link:http://nalwasons.com/pdf/Policy%20on%20dealing%20with%20Related%20Party%20Transactions.pdf
19. MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY (OCCURRED BETWEEN THE END OF THE FY AND THE DATE OF THE DIRECTORS REPORT)
There have been no material changes and commitments a3 ecting the financial position ofthe Company which have occurred between the end of the financial year of the Company towhich the financial statements relate and the date of the report.
20. PARTICULARS REGARDING THE CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGNEXCHANGE EARNINGS AND OUTGO
Since the Company is not engaged in any manufacturing activity particulars undersection 134(4)(I) of the Companies Act 2013 read with Rule 8 of The Companies (Accounts)Rules 2014 regarding conservation of energy technology absorption are not available.There were no foreign exchange transactions during the year.
21. RISK MANAGEMENT
The Company has laid down procedures to inform Board members about the risk assessmentand mitigation procedures. These procedures are periodically reviewed to ensure thatexecutive management controls risk through means of a properly defined framework. TheCompany has also devised a Risk Management Policy for identification of elements of risksand procedures for reporting the same to the Board.
The Securities and Exchange Board of India (SEBI) vide their notification datedSeptember 02 2015 issued SEBI (Listing Obligations and Disclosures Requirements)Regulations 2015 with the aim to consolidate and streamline the provisions of ListingAgreement for di3 erent segments of Capital Markets to ensure better enforceability.
The said regulations were effective from December 01 2015. Accordingly all listedentities were required to enter into the Listing Agreement within six months from theeffective date. The Company entered into Listing Agreement with BSE Limited and NationalStock Exchange of India Limited in the month of February 2016. Both these Stock Exchangeshave nationwide terminals and therefore shareholders/Investors are not facing anydifficulty in trading in the shares of the Company from any part of the country. TheCompany has paid annual listing fee for the Financial Year 2016-17 to the BSE Ltd. and theNational Stock Exchange of India Ltd.
23. PARTICULARS OF EMPLOYEES
The information required under Section 197 (12) of the Act read with Rule 5(1) and 5(2)of The Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 isannexed as Annexure C.
24. RESERVE BANK OF INDIA GUIDELINES
Your Company has duly complied with all applicable rules regulations and guidelinesissued by Reserve Bank of India for NBFCs from time to time.
25. CORPORATE SOCIAL RESPONSIBILITY
Pursuant to the provisions of Section 135 of the Act read with CSR Rules the Companyhas constituted CSR committee and formulated CSR policy. The policy primarily rests onfour broad categories: Environment Health Education and Community Development.
The Disclosure as per Rule 9 of the Companies (Corporate Social Responsibility Policy)Rules 2014 is annexed to this Report at Annexure - D.
The CSR Policy can be accessed on the Companys website at the link:http://nalwasons.com/pdf/CSR%20Policy-NSIL.pdf
26. INTERNAL FINANCIAL CONTROLS
The Board of Directors in consultation with Internal Auditors have laid down theInternal Financial Control Framework commensurate with the size scale and complexity ofits operations. To maintain its objectivity and independence the Internal Auditor reportsto the Chairman of the Audit Committee of the Board. The Company has in place adequateinternal financial controls with reference to financial statements. During the year suchcontrols were tested and no reportable material weakness in the design or operation wasobserved.
27. PREVENTION OF SEXUAL HARASSMENT
During the year under review there were no cases filed pursuant to The SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013.
28. WHISTLE BLOWER POLICY AND VIGIL MECHANISM
Pursuant to the provisions of Section 177(9) read with Companies (Meetings of Board andits Powers) Rules 2014 of the Companies Act 2013 and SEBI (LODR) Regulations 2015 theCompany has formulated a Vigil Mechanism namely Whistle Blower Policy for directorsemployees and business partners to report genuine concerns about unethical behavioractual or suspected fraud or violation of the Companys code of conduct or ethicspolicy. The Whistle Blower Policy is posted on the website of the Company and can beaccessed at the link: http://nalwasons. com/pdf/Whistle%20Blower%20Policy.pdf
29. THE CHANGE IN THE NATURE OF BUSINESS IF ANY
There has been no change in the nature of Companys business during the financialyear ended on 31st March 2016.
30. THE DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTSOR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE
There are no significant material orders passed by the Regulators / Courts which wouldimpact the going concern status of the Company and its future operations.
31. CORPORATE GOVERNANCE
A separate section on Corporate Governance and a certificate from the practicingChartered Accountant regarding compliance of conditions of Corporate Governance asstipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015forms part of this Annual Report.
32. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report as required under the Listing Regulationsforms is part of this Annual Report .
33. HUMAN RESOURCES
The Company continues to put due emphasis on appropriate human resource development forits business. The employees of your Company and the Group fully identify with theCompanys and Groups vision and business goals.
34. E-VOTING PLATFORM
In compliance with the provisions of Section 108 of the Companies Act 2013 read withthe Companies (Management and Administration) Rules 2014 your Company is registered withCDSL for E-Voting services to set up an electronic platform to facilitate shareholders tocast vote in electronic form to exercise their right of voting at General Meetings/business to be transacted by means of voting through e-voting or poll or ballot paper asprovided under the Companies Act 2013.
35. CAUTIONARY STATEMENT
Statements in the Boards Report and the Management Discussion & AnalysisReport describing the Companys objectives expectations or forecasts may beforward-looking within the meaning of applicable Securities Laws and Regulations. Actualresults may di3 er materially from those expressed in the statement. Important factorsthat could in3 uence the Companys operations includes changes in GovernmentRegulations tax laws economic developments within the country and other factors such aslitigation and industrial relations.
Your Directors would like to express their gratitude for the valuable assistance andco-operation received from shareholders banks government authorities customers andvendors. Your Directors also wish to place on record their appreciation for the committedservices of all the employees of the Company
| || ||For and on behalf of the Board of Directors |
|Place: Hisar ||Suresh Jindal ||Rajinder Parkash Jindal |
|Date: August 09 2016 ||Executive Director & C.E.O. ||Director |
| ||DIN : 07541893 ||DIN : 00004594 |