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Jindal Saw Ltd.

BSE: 500378 Sector: Metals & Mining
NSE: JINDALSAW ISIN Code: INE324A01024
BSE 00:00 | 20 May 92.60 9.40
(11.30%)
OPEN

84.85

HIGH

95.75

LOW

84.45

NSE 00:00 | 20 May 92.75 9.65
(11.61%)
OPEN

84.40

HIGH

95.90

LOW

84.40

OPEN 84.85
PREVIOUS CLOSE 83.20
VOLUME 350272
52-Week high 147.65
52-Week low 77.60
P/E 6.34
Mkt Cap.(Rs cr) 2,961
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 84.85
CLOSE 83.20
VOLUME 350272
52-Week high 147.65
52-Week low 77.60
P/E 6.34
Mkt Cap.(Rs cr) 2,961
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Jindal Saw Ltd. (JINDALSAW) - Director Report

Company director report

To

The Members

Your Directors are pleased to present the 36th Annual Report along withAudited Financial Statements of the Company for the year ended 31st March 2021.

1. FINANCIAL RESULTS

PARTICULARS Year ended March 31 2021 Year ended March 31 2020
Revenue from Operations 863181.12 1012867.82
Profit before finance cost depreciation exceptional items and tax 125762.47 155237.80
Less:
Finance costs 40242.09 51557.07
Depreciation and amortisation expense 34598.36 31037.98
Exceptional items - 13483.06
Profit before tax 50922.02 59159.69
Tax expense 17791.03 (286.13)
Profit after tax 33130.99 59445.82
Other Comprehensive Income
Items that will not be reclassified to profit and loss 1320.19 (1283.93)
Total Comprehensive Income for the year 34451.18 58161.89

2. REVIEW OF OPERATIONS

The Financial Year 2020-21 has registered decrease in production andsales volumes as compared to previous financial year. The total pipe production (includingpig iron) during 2020-21 was ~ 1102442 MT (including ~ 3815 MT pipes produced on jobwork) as compared to ~ 1247426 MT (including ~ 15609 MT pipes produced on job work)during 2019-20. The annual pellet production during 2020-21 was 12.34 lakhs MT as comparedto 13.80 lakhs MT during 2019-20. During financial year 2020-21 the Company has sold(including pig iron) ~ 1108514 MT (including ~ 3395 MT pipes on job work) as comparedto ~ 1257103 MT (including ~ 16630 MT pipes on job work) during 2019-20.

Segments Performance

SAW Pipe Strategic Business Unit: During the financial year 2020-21the Company produced ~ 507516 MT of pipes (including ~ 3815 MT pipes produced on jobwork) as compared to previous year ~ 604872 MT of pipes (including ~ 15609 MT pipesproduced on job work). The Company has sold ~ 502869 MT (including ~ 3395 MT on jobwork) of SAW pipes as compared to previous year ~ 631842 MT (including ~ 16630 MT onjob work). The status of orders booked as on March 31 2021 was ~ 262910 MT includingjob work orders for ~ 13352 MT.

DI and Pig Iron Strategic Business Unit: Operations in this segmentwere in line with the planned production in the financial year 2020-21. The Company hasproduced 438064 lakhs MT of DI Pipe & Pig Iron in financial year 2020-21 as comparedto ~ 490573 MT in financial year

2019- 20. The Company has sold ~ 447688 MT of DI Pipe & Pig Ironin financial year 2019-20 as compared to ~ 473934 MT in financial year 2019-20. Theorder book status is quite comfortable at ~ 592907 MT approx.

Seamless Strategic Business Unit: The production of seamless pipesduring financial year 2020-21 was ~ 145656 MT as compared to ~ 145503 MT duringfinancial year 2019-20. Sale of seamless pipes during financial year

2020- 21 was ~146802 MT as compared to ~ 144715 MT during financialyear 2019-20. Current order book stands at ~ 60136 MT which gives an improved visibilityfor 2020-21

Iron Ore Mines and Pellet Strategic Business Unit: During 2020-21 theCompany has produced ~ 12.34 Lakhs MT pellet. The Company has worked very hard in terms ofcost reduction and improvement in operational efficiency which has resulted in improvementin profitability in pellet segment. The current order book stands at ~ 77900 MT.

3. COVID -19 PANDEMIC

The COVID-19 pandemic has emerged as a global challenge creatingdisruption across the world. Global solutions are needed to overcome the challenges. Thephysical and emotional wellbeing of employees and stakeholders continues to be the toppriority for the Company with several initiatives to support the society during thepandemic. During this ongoing pandemic we followed all the guidelines Issued in thisregard by the respective States and the Central Government with regard to the operationsand safety of people. The strict standard of physical distancing and hygiene wereenforced.

The Company has extended the following support to society under CSRinitiatives specifically during the second wave of pandemic:

• Contribution of 15 nos. of portable Oxygen Concentrators tohospitals.

• Shifting of one high pressure compressor from Samaghogha for thepurpose of bottling the Oxygen and supplying to hospitals.

• Installation of 2PSA Oxygen plant capacity : 100 Nm3/Hr alongwith Filling Station for filling oxygen cylinder of capacity 7 m3.

• Sanitization activity are regularly under in the near by area.

• Oxygen cylinders were donated to govt hospital

• Purchase 5 tankers of 20KL liquid oxygen to refill Oxygencylinders for government hospitals.

4. DIVIDEND

The Board has subject to the approval of members at the ensuing annualgeneral meeting recommended a dividend of Rs.2/- per equity share having face value ofRs.2/- each for the year ended March 31 2021.

5. DIVIDEND DISTRIBUTION POLICY

Your Company has a Dividend Distribution Policy in compliance with theSecurities and Exchange Board of India (Listing Obligations & Disclosure Requirements)Regulations 2015. The Policy is available on the Company's website:http://www.jindalsaw.com/pdf/ Dividend-Distribution-Policy.pdf. In terms of the PolicyEquity Shareholders of the Company may expect Dividend if the Company has surplus fundsand after taking into consideration relevant internal and external factors enumerated inthe policy for declaration of dividend.

6. TRANSFER TO RESERVES

Your Board has not proposed to transfer any amount to DebentureRedemption Reserve. On redemption of debentures the proportionate Debenture RedemptionReserve of Rs.1005.84 Lakhs was transferred to General Reserve.

7. SHARE CAPITAL

There is no change during the year 2020-21 in the paid-up equity sharecapital of the Company.

8. ISSUANCE OF NON-CONVERTIBLE DEBENTURES

The Company on 26th March 2021 issued and allotted 5000Non-Convertible Debentures (NCDs) of Rs.1000000/- each aggregating to Rs.500 Crores onprivate placement basis through Electronic Biding Platform (EBP) and the same are listedon National Stock Exchange of India Limited.

9. EMPLOYEES SHARE BENEFIT SCHEMES

The Nomination and Remuneration Committee had allocated 1806328 StockAppreciation Rights to the eligible employees of the Company on 26th March 2021 under theJindal Saw Limited Stock Appreciation Rights Scheme 2018.

The applicable disclosures as stipulated under the SEBI (Share BasedEmployee Benefits) Regulations 2014 ("SBEB Regulations") pertaining to theyear ended March 31 2021 is available on the Company's website at https://www.jindalsaw.com/pdf/Disclosure-under-regulation-14- SBEB-Regulations.pdf.

10. 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.

11. CONSOLIDATED FINANCIAL STATEMENT

Audited annual consolidated financial statements forming part of theannual report have been prepared in accordance with Companies Act 2013 Indian AccountingStandards (Ind AS) 110- ‘Consolidated Financial Statements' and Indian AccountingStandards (Ind AS) 28 - Investments in Associates and Joint Ventures' notified underSection 133 of Companies Act 2013 read with Companies (Indian Accounting Standards)Rules 2015 and as amended from time to time.

12. SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES

As on March 31 2021 Company has 10 direct subsidiaries 15 indirectsubsidiaries 1 associate and 1 Joint venture. The Board of Directors reviewed the affairsof the subsidiaries. During the year there is no change in the status of SubsidiariesJoint Ventures and Associate Companies.

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 beavailable for inspection during business hours at our registered office till date ofannual general meeting.

The company intends to merge some of its subsidiaries / affiliates andassociates where it has investments that would give the company strategic synergies.

The policy for determining material subsidiaries as approved may beaccessed on the Company's website at the link: https://www.jindalsaw.com/pdf/POLICY-

FOR-DETERMINING-MATERIAL-SUBSIDIARIES-10-2020.pdf

13. 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 31st March 2021 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 ended31st March 2021 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.

14. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Your Board of Directors comprises of mix of Executive and Non-ExecutiveDirectors with rich experience and expertise across a range of fields such as corporatefinance strategic management accounts legal marketing brand building socialinitiative general management and strategy. Except the independent directors all otherdirectors are liable to retire by rotation as per the provisions of the Companies Act2013.

At the ensuing Annual General Meeting Ms. Sminu Jindal ManagingDirector [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 forre-appointment.

In terms of the Rule 6 of the Companies (Appointment and Qualificationof Directors) Rules 2014 all Independent Directors of the Company have enrolledthemselves on the Independent Directors Databank and will undergo the online proficiencyself-assessment test within the specified timeline unless exempted under the aforesaidRules.

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 Personnelwho was re-appointed during the years are given below:-

The Members in their 31st annual general meeting approved theappointment of Mr. Ajit Kumar Hazarika (DIN- 00748918) as Independent Directors of theCompany for his first term of 5 consecutive years.

Your Board of Directors taking into consideration the recommendationsof Nomination and Remuneration Committee and given his background experiencecontribution made by him during his tenure as Independent Director and the performanceevaluation feels that the continued association of Mr. Ajit Kumar Hazarika would bebeneficial to the interest of Company as Independent Director. Accordingly Board proposesthe appointment of Mr. Ajit Kumar Hazarika for 2nd term of further period of 5 consecutiveyears as an Independent Director w.e.f. 12 July 2021. The Company had received from himthe consent for his appointment along with declaration that he meets the criteria ofindependence U/s 149(6) of the Companies Act 2013 and SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015.

Further Ms. Sminu Jindal Managing Director (DIN: 00005317) and Mr.Hawa Singh Chaudhary Whole-time Director (DIN: 00041370) have been re-appointed for aperiod of 5 years w.e.f. 1st February 2021 and 2 years w.e.f. 1st November 2021respectively by the Board of Directors subject to approval of the shareholders.

The proposal for the re-appointment of the aforesaid Directors areplaced for the approval of the Shareholders.

There were no changes in the Board of Directors and Key ManagerialPersonnel of the Company during the year under review.

POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION

The Nomination and Remuneration Committee selects the candidate to beappointed as the Director on the basis of the requirement and enhancing the competenciesof the Board of the Company.

The current policy is to have a balance of executive non-executiveDirectors and Independent Directors to maintain the independence of the Board and toseparate its functions of governance and management. The composition of Board of Directorsduring the year ended March 31 2021 are in conformity with Regulation 17 of the SEBI(Listing Obligations and Disclosures Requirements) Regulations 2015 read with Section 149of 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 (3) of Section 178 of the Companies Act 2013 andthe remuneration paid to the directors are governed by the Nomination and RemunerationPolicy of the Company.

15. DECLARATION BY INDEPENDENT DIRECTORS

The Company has received Declaration of Independence from all theIndependent Directors as stipulated under Section 149[7] of the Companies Act 2013 andRegulation 17 of the SEBI [Listing Obligations and Disclosure Requirements] Regulations2015 confirming that they meet the criteria of Independence.

16. 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[1] of the Companies Act 2013 and SEBI [Listing Obligations and DisclosuresRequirements] Regulation 2015. This may be accessed on the Company's website at the link:http://www.jindalsaw.com/pdf/Criteia%20for%20Performance %20Evaluation.pdf

On the basis of the Policy for Performance Evaluation of IndependentDirectors Board Committees and other Directors a process of evaluation was followed bythe Board for its own performance and that of its committees and individual Directors. Thedetails of the same have been given in the report on Corporate Governance annexed hereto.

The details of programme for familiarization of Independent Directorstheir roles rights responsibilities in the Company nature of the industry in which theCompany operates business model of the Company and related matters have been uploaded onthe website of the Company at the link:http://www.jindalsaw.com/pdf/Familiarization-Programme-oMndependent-Directors-of-Jindal-Saw-Limited.pdf

17. CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of corporategovernance and adhere to the corporate governance requirement set out by SEBI [ListingObligations and Disclosures Requirements] Regulation 2015. The report on CorporateGovernance as stipulated under the above regulations forms an integral part of thisReport. The requisite certificate from the Auditors of the Company confirming compliancewith the conditions of corporate governance is attached with the report on CorporateGovernance.

18. CREDIT RATING

The Credit rating obtained by the Company during the year under revieware as under:

Date of Rating Credit Rating Agency Instrument/Type of Rating Rating Remark
19th August 2020 Brickwork Ratings India Pvt Ltd Non-Convertible Debentures of Rs.500 Crores BWR AA [Stable] Fresh Ratings
30th September 2020 Credit Ratings Limited Short Term Borrowings [incl. Commercial Paper] CARE A1+ Reaffirmed
Long Term Borrowings [incl.NCDs] CARE AA [Outlook: Stable] Reaffirmed
5th November 2020 Credit Ratings Limited Issuer Rating CARE AA [Outlook: Stable] Fresh Ratings
5th March 2021 Credit Ratings Limited Short Term Borrowings CAREA1+ Reaffirmed
Long Term Borrowings [including NCDs] CARE AA [Outlook: Negative] Revised
Issuer Rating CARE AA [Outlook: Negative] Revised
13th March 2021 Brickwork Ratings India Pvt Ltd Non-Convertible Debentures of Rs.500 Crores BWR AA [Stable] Reaffirmed

19. 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 any materialcontract / 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 Notes to the financialstatement which sets out related party disclosures.

20. CORPORATE SOCIAL RESPONSIBILTY (CSR)

The Company has its Corporate Social Responsibility Policy (CSRPolicy) which can be accessed on the Company's website at http://www.jindalsaw.com/pdf/Jindal-SAW-CSR-Policy.pdf.

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.998.54 Lacs on CSR activities. A report on CSR activities is annexedherewith as Annexure 1.

The Management had initially at the beginning of the financial yearestimated / budgeted the amount to be spent on the CSR activities in the range of Rs.1350lacs to Rs.1400 lacs. The Company could not spend the full amount due to lockdown imposedthe most of the areas resulting in closing down of activities due to pandemic. As per theprovision related CSR the unspent amount of Rs.369.22 lakh has been transferred toseparate Bank account and shall be spent on ongoing projects.

21. RISK MANAGEMENT

The Board of Directors has formed Risk Management Committee which hasbeen entrusted with the responsibility to assist the Board in (a) overseeing and approvingthe Company's enterprise wide risk management framework; and (b) identifying and assessingthat all the risks that the organization faces such as strategic financial creditmarket liquidity security property IT legal regulatory reputational and other risksand to ensure that there is an adequate risk management infrastructure in place capable ofaddressing those risks. The Risk Management Policy was reviewed and approved by theCommittee.

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 behaviours together form the Management System that governs how the Companyconducts the business and manages associated risks.

22. INTERNAL CONTROL AND INTERNAL AUDIT SYSTEM AND THEIR ADEQUACY

The Company has adopted and implemented robust policies and proceduresfor ensuring the orderly and efficient conduct of its business. The framework has beendesigned to provide with the size scale and complexity of its operations safeguarding ofits assets comply with the applicable laws prevention and detection of fraud accuracyand completeness of the accounting records and timely preparation of reliable financialdisclosures. For more details refer to the "Internal Control and Internal AuditSystem and Their Adequacy" section in Management discussions and analysis Reportwhich forms part of this Annual Report.

23. 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.

24. AUDITORS & THEIR REPORT STATUTORY AUDITORS

The members of the Company had appointed Price Waterhouse CharteredAccountants LLP as Statutory Auditors of the Company for a term of 5 (five) consecutiveyears from conclusion of 32nd Annual General Meeting until the conclusion of 37th AnnualGeneral Meeting. The Price Waterhouse Chartered Accountant LLP have confirmed that theyare not disqualified from continuing as Auditors of the Company.

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.

SECRETARIAL AUDITOR

Mr. S. K. Gupta of M/s. S. K. Gupta & Co. Company Secretarieswere appointed as Secretarial Auditors to conduct Secretarial Audit of the Company forthe financial year 2020-21. The Secretarial Audit Report for the financial year ended 31stMarch 2021 is annexed herewith marked as Annexure 2 to this Report. The Secretarial AuditReport does not contain any qualification reservation or adverse remark.

The Board had in their meeting held on 27th May 2021 reappointed M/s.S. K. Gupta & Co. Company Secretaries as Secretarial Auditors to conductSecretarial Audit of the Company for the financial year 2021-22.

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.

COST AUDIT

Pursuant to Section 148 of the Companies Act 2013 read with rules madethereunder 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 ending31st March 2022. Further their remuneration will be subject to ratification byshareholders.

The Company has submitted Cost Audit Report and other documents for theyear ended 31st March 2020 with the Central Government by filing Form CRA-4 vide SRNR78877925 dated 29th December 2020.

25. DISCLOSURE:

MEETINGS OF THE BOARD

During the year under review the Board of Director of the Company met8 [Eight] times during the year ended 31st March 2021. These meetings of the Board ofDirectors were held on 27th June 2020 4th August 2020 5th November 2020 9thNovember 2020 11th January 2021 5th February 2021 26th February 2021 and 26thMarch 2021. The composition of Board of Directors during the year ended March 31 2020 isin conformity with Regulation 17 of the SEBI [Listing Obligations and DisclosuresRequirements] Regulations 2015 [SEBI Listing Regulations] read with Section 149 of theCompanies Act 2013. For further details please refer Report on Corporate Governanceattached to this Annual Report.

INDEPENDENT DIRECTOR

During the year under review the Independent Directors of the Companymet once on 25th January 2021. For further details please refer Report on CorporateGovernance attached to this Annual Report.

AUDIT COMMITTEE

As on 31st March 2021 the Audit Committee comprised of 5 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 Securities and ExchangeBoard of India [Listing Obligation and Disclosure Requirements] Regulations 2015.

During the year ended 31st March 2021 the Committee met 5 [five]times on 27th June 2020 4th August 2020 9th November 2020 and 24th November 2020 and05th February 2021. For further details please refer Report on Corporate Governanceattached to this Annual Report.

NOMINATION AND REMUNERATION COMMITTEE

As on 31st March 2021 the Nomination and Remuneration Committeecomprised of 4 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 Obligations andDisclosure Requirements] Regulations 2015

During the year ended 31st March 2021 the Committee met 3 [three]times on 26th June 2020 26th February 2021 and 26th March 2021. For further detailsplease refer Report on Corporate Governance attached to this Annual Report.

STAKEHOLDERS RELATIONSHIP COMMITTEE

As on 31st March 2021 the Stakeholders Relationship Committeecomprised of 4 Independent Director and 2 Executive Directors. The Chairman of theCommittee is an Independent Director. The Composition of the Stakeholders RelationshipCommittee is in conformity with the requirements of the Companies Act 2013 and SEBI[Listing Obligations and Disclosure Requirements] Regulations 2015.

During the year ended 31st March 2021 the Committee met 4 [four] timeson 18th September 2020 28th December 2020 8th February 2021 and 25th March 2021. Forfurther details please refer Report on Corporate Governance attached to this AnnualReport.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE (CSR COMMITTEE)

As on 31st March 2021 the CSR Committee comprised of Dr. Raj KamalAggarwal Independent Director as Chairman and Ms. Sminu Jindal Managing Director Mr.Neeraj Kumar Group CEO & Whole-time Director and Mr. Sanjeev Shankar as othermembers. The Composition of the CSR Committee is in conformity with requirements of theCompanies Act 2013. During the year ended 31st March 2021 the Committee met once on 31stMarch 2021.

RISK MANAGEMENT COMMITTEE

As on 31st March 2021 the Risk Management Committee comprised of Dr.Raj Kamal Aggarwal Independent Director Mr. A. K. Hazarika Independent Director Mr.Neeraj Kumar Group CEO & Whole-time Director Mr. Hawa Singh Chaudhary Whole-timeDirector Mr. Narendra Mantri President Commercial & CFO and Mr. Vinay KumarPresident & Head (Treasury) as members. Dr. Raj Kamal Aggarwal is Chairman of theCommittee. The Composition of the Risk Management Committee is in conformity withrequirements of the SEBI [Listing Obligations and Disclosure Requirements] Regulations2015. During the year ended 31st March 2021 the Committee met 1 [once] on 28th December2020.

VIGIL MECHANISM

The Company has a Vigil Mechanism which also incorporates a whistleblower policy in terms section 177[9] of Companies Act 2013 and Regulation 22 of the SEBI[Listing Obligations and Disclosure Requirements] Regulations 2015. As per the saidpolicy the protected disclosures can be made by a whistle blower through an e-mail or aletter to the Compliance Officer or Group CEO & Whole-time Director or to the Chairmanof the Audit Committee. No complaint was received during the year or was pending at theend of the year.

The Policy on vigil mechanism and whistle blower may be accessed on theCompany's website at the link: http://www.jindalsaw.com/pdf/vigil-mechanism-policy.pdf

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 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.

ANNUAL RETURN

Extract of Annual Return of the Company is annexed herewith as Annexure4.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

In terms of the provisions of Section 197(12) of the Companies Act2013 read with rules 5(2) and 5(3) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 a statement showing the names and other particulars ofthe employees 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(1) 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 Obligations and DisclosuresRequirement) Regulations 2015 the Annual Report shall contain business responsibilityreport (BRR) describing the initiatives taken by the Company from environmental socialand governance perspective. Having regard to the green initiative the BRR is madeavailable on the Company's website at wwwjindalsaw.com.

26. PUBLIC DEPOSITS

During the year ended March 31 2021 the Company had not accepted anypublic deposits and no amount on account of principal or interest on public deposits wasoutstanding as on March 31 2021.

27. 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 was no such significant material orderspassed by the regulators or courts or tribunals impacting the going concern status andCompany's operations in future.

However during the year under review the Company had filed aVoluntary Compounding Application dated 30th November 2020 before the Regional DirectorReserve Bank of India Foreign Exchange Department Kanpur ("RBI") forcompounding of delays in submitting certain forms under the Foreign Exchange ManagementAct 1999. The RBI had disposed off the application and imposed compounding fee which waspaid by the Company.

28. 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 also complied with provisions relating to the constitution of InternalComplaints Committee under the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013.

The Company for equal employment opportunity provides and is committedto creating a healthy working environment that enables employees to work without fear ofprejudice gender bias and sexual harassment. The Company also believes that all employeesof the Company have the right to be treated with dignity. Sexual harassment at the workplace or other than work place if involving employees is a grave offence and istherefore punishable.

No complaint received in relation to Sexual Harassment of Women atWorkplace (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 ended 31.03.2021: NIL

b) No. of Complaints disposed of during the financial year: NIL

c) No. of pending Complaints as on 31.03.2021: NIL

29. ACKNOWLEDGEMENT

Your Directors express their grateful appreciation to concernedDepartments of Central / State Governments Financial Institutions & Bankers RatingAgencies Customers and Vendors for their continued assistance and co-operation. TheDirectors also wish to place on record their deep sense of appreciation for the committedservices of the employees at all levels. They are also grateful for the confidence andfaith that you have reposed in the Company as its member.

For and on behalf of the Board
Place : Baytown Texas Prithavi Raj Jindal
Date : 27th May 2021 Chairman

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