Jindal Stainless Ltd.
|BSE: 532508||Sector: Metals & Mining|
|NSE: JSL||ISIN Code: INE220G01021|
|BSE 00:00 | 20 May||153.10||
|NSE 00:00 | 20 May||153.40||
|Mkt Cap.(Rs cr)||8,045|
|Mkt Cap.(Rs cr)||8045.40|
Jindal Stainless Ltd. (JSL) - Director Report
Company director report
TO THE MEMBERS
Your Directors have pleasure in presenting the 41st AnnualReport on the business and operations of your Company together with the audited statementof accounts for the financial year ended 31st March 2021.
Your Company's performance for the financial year ended 31stMarch 2021 is summarized below:
(Rs. in Crore)
During the financial year revenue from the operations of your Companyon standalone basis stood at Rs. 11679.14 Crore as compared to Rs. 12320.11 Crore duringthe previous financial year 2019-20. EBITDA during the financial year 2020-21 onstandalone basis stood at Rs. 1395.85 Crore as compared to Rs. 1174.82 Crore during theprevious financial year. The Net profit of the Company on standalone basis registered agrowth of ~180% and stood at Rs. 427.92 Crore as compared to net profit of Rs. 152.88Crore during the previous financial year 2019-20.
Further during the financial year ended March 31 2021 theconsolidated revenue from operations of the Company stood at Rs. 12188.46 Crore ascompared to Rs. 12950.87 Crore during the previous financial year 2019-20. ConsolidatedEBITDA stood at Rs. 1424.19 Crore as compared to Rs. 1139.48 Crore during the previousfinancial year. The Net profit for the financial year 2020-21 on consolidated basis stoodat Rs. 419.46 Crore.
With a focus on improving volumes operational efficiencies and costrationalization JSL expects to maintain strong performance going forward. Steel MeltingShop produced 873907 MT as compared to 973995 MT in the previous financial year2019-20.
The production at Ferro Alloys during the year was 217744 MT against227727 MT during the previous year 2019-20. Captive Power Plant (2X125MW) generated1687 million units (gross) of power in FY 202021 vs 1853 MU in FY 2019-20.
CERTIFICATIONS AND QUALITY STANDARDS
Your Company is certified for integrated management systems comprisingof Quality management system (ISO 9001:2015) Environment management system (ISO14001:2015) and Occupational health & safety management system (ISO 45001:2018). TheCompany is also certified to Energy management system as per ISO 50001:2018.
All the testing laboratories (comprising of incoming raw materialssteel melt shop coal testing and mechanical & metallurgical testing) of the Companyare NABL (National Accreditation Board of Testing and Calibration Laboratory) accreditedas single entity "Central laboratory & technical services" as per laboratorymanagement system ISO/IEC 17025:2017. NABL accreditation has strengthened its overalltechnical competency which has resulted in becoming world class laboratory with worldwideacceptance of its test results.
Your Company is certified as per Construction Product Regulation (CEMark) with incorporation of ferritic & duplex grades of stainless steel with validityof certificate till December 2023. This will ensure the Company's preference as certifiedmanufacturer of stainless steel for construction field in the European market. The Companyis also certified for Pressure Equipment Directive AD/ PED with ferritic & duplexgrades of stainless steel under the scope with validity of certificate until January 2022.The PEMEX certification for oil and gas sector is valid until December 2021. Your Companyis re-certified as DNV GL approved manufacturer for Marine Application and the approvalfrom Bureau Veritas as per Marine & Offshore General Conditions which is valid untilMay 2022.
Your Company has REACH/RoHS certification for 200 300 & 400 seriesstainless steel grades. This includes compliance to all applicable restricted substancesunder REACH and RoHS latest regulations.
Your Company has ISI mark/ BIS certification for various grades ofStainless Steel including BIS licenses as per IS 5522: 2014 (Stainless Steel Sheets andStrips for Utensils) and IS 15997:2012 (Low Nickel Austenitic Stainless Steel and Stripfor Utensils and Kitchen Appliances) enabling the company as preferred stainless steelmanufacturer with BIS license.
Your Company also holds JIS Mark Certification as per JIS (JapaneseIndustrial Standard) JIS G 4304 JIS G 4305 and JIS G 4312 requirements for stainlesssteel products. This has enabled the Company to be able to sell stainless steel productsin Japan and East Asian countries.
Your Company has obtained Automotive Quality Management Systemcertification as per IATF 16949:2016. With this wide customer's demands from automotivesegments are getting fulfilled.
The credit rating(s) for the long term / short term borrowings of theCompany as on date of this report is as under:
CRISIL Ratings Ltd (An S&P Global Company): CRISIL A+(Stable)/ A1
Fitch's India Ratings & Research rating: IND BBB+/IND A2(Rating Watch Positive)
CARE BBB+/A2 (Under credit watch with developing implications)
DIVIDEND & TRANSFER TO RESERVES
In terms of the Dividend Distribution Policy of the Company and as perSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 ("SEBILODR") equity shareholders of the Company may expect dividend if the Company ishaving surplus funds and after taking into consideration the relevant internal andexternal factors as mentioned in the said Policy. Accordingly considering the cashposition fund requirements for growth of business of your Company and agreement with theLenders the Board of Directors has not recommended any dividend for the financial yearended 31st March 2021. Further no amount is proposed to be transferred to thereserves of your Company. The Dividend Distribution Policy is available on Company'swebsite at the following link:
As on 31st March 2021 the paid up equity share capital ofyour Company was Rs. 974469200/- divided into 487234600 equity shares of face valueRs. 2/- each.
On 29th September 2020 the Company has allotted 35252643 and3008225 convertible equity warrants on preferential basis having face value of Rs. 2/-each at a price of Rs. 42.55 (Rupees Forty Two and Fifty Five Paisa only) to VirtuousTradecorp Private Limited a Promoter Group entity and Kotak Special Situations Fund anAlternate Investment Fund respectively.
As per the terms of issue of aforesaid Convertible Equity Warrants"the Warrants" the Company has received 33% of the issue price at the time ofallotment and balance 67% of the issue price will be received upon exercising the optionof conversion of Warrants into equity shares which is due on or before 18 months from thedate of allotment of aforesaid Warrants. Each convertible equity warrant is convertibleinto one equity share at the option of the warrant holders.
The funds so raised by the Company have been utilized to augment thecash flows of the Company for meeting its liabilities strengthening long term workingcapital and general corporate purposes.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report as required under the SEBILODR forms part of this Director's Report.
NON CONVERTIBLE DEBENTURES
During the year under review your Company had made the earlyredemption of the Secured Redeemable Non- Convertible Debentures (originally allotted2500 nos. of FV of Rs. 1000000/- each) having an outstanding balance of Rs. 52.08Crore as on 21st January 2021 (the date of early redemption) earlier issuedto the lenders of the Company.
TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND
During the period under review your Company has transferred unclaimedand unpaid amounts of fixed deposits aggregating to Rs. 146093/- to Investor Educationand Protection Fund. During the financial year 2020-21 there was no unclaimed dividendwhich was required to be transferred to Investor Education and Protection Fund.
Your Company has always been on the forefront in embarking on a digitaltransformation journey by implementing cutting-edge technology solutions in themanufacturing industry. Information Technology has been instrumental in enabling smootherfaster and transparent processes across multiple divisions of the Company's majoroperations and activities.
Under the gamut of our upgraded and newly introduced SAP initiativesthe Company has successfully implemented paperless material receiving (GRN) process andquality clearance for all items purchased by the plant; turnaround time (TAT) dashboardsfor plant vehicles from entry to exit; GPS-enabled freight management for outbounddelivery etc.
A plethora of other digital initiatives in the plant are changing theway to conduct the business. The Company focused on automating important businessprocesses like invoice management. This helped increase efficiency and at the same timeensuring error-free system-driven and fast operations. We have also effectivelycompleted designing process mapping and configuring of new systems like the new Cut toLength (CTL) Line at the Hot Strip Mill (HSM) gate entry system design for slag etc.Apart from this several implementations were done in the area of barcode-enabled printingand scanning. A cross-plant batch scanning system was implemented for the HSM CTL2 lineand a barcode scanning system and gross weight sticker design for material processing wereimplemented at the Plate Finishing Section (PFS). These implementations improved theexisting processes by providing an easier way to store and read relevant information forthe operations team.
As we deep dive into the sea of technology we find that the power ofIT is beyond imagination. At JSL we are taking concrete steps to harness this potential.The sheer perseverance and unwavering dedication of the Company's IT team are the bedrockof this exceptional performance on Company's digital transformation journey.
CONSOLIDATED FINANCIAL STATEMENTS
In accordance with the provisions of the Companies Act 2013 ("theAct") SEBI LODR and Ind-AS 110 on Consolidated Financial Statements read withInd-AS-28 on investments in Associates and Ind-AS-31 on interests in Joint Ventures theaudited Consolidated Financial Statements for the financial year ended 31stMarch 2021 are provided in the Annual Report.
SUBSIDIARY AND ASSOCIATE COMPANIES
As on the date of this Report your Company has 5 direct subsidiariesnamely (i) Jindal Stainless FZE Dubai; (ii) PT Jindal Stainless Indonesia; (iii) JSLGroup Holdings Pte. Ltd. Singapore; (iv) Iberjindal S.L. Spain and (v) Jindal StainlessPark Limited.
Your Company also has three associate companies namely Jindal UnitedSteel Limited Jindal Coke Limited and Jindal Stainless Corporate Management ServicesPrivate Limited. Further your Company is an associate company of Jindal Stainless (Hisar)Limited. In terms of the provisions of Section 136 of the Act the standalone financialstatements of the Company consolidated financial statements of the Company along withother relevant documents and separate audited accounts of the subsidiaries are availableon the website of the Company at the link:https://www.jslstainless.com/financials/#financials
The members if they desire may write to the Secretarial Department ofthe Company at O.P. Jindal Marg Hisar - 125005 (Haryana) to obtain the copy of thefinancial statements of the subsidiary companies. A statement containing the salientfeatures of the financial statements of the subsidiaries and associate companies in theprescribed Form AOC-1 is attached along with financial statements. The statement alsoprovides the details of performance and financial position of each of the subsidiarycompany. Your Company has framed a policy for determining "Material Susidiary"in terms of Regulation 16(6) of SEBI LODR which is available on the website of theCompany at the link:
https://www.jslstainless.com/wp-content/uploads/2020/09/Policy-on-Material-Subsidiaries.pdfAs on 31st March 2021 there was no Material Subsidiaries of the Company.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
During the year under review the Board of Directors had appointed Mr.Parveen Kumar Malhotra (DIN: 03494232) in place of Mr. Gautam Kanjilal (DIN: 03034033)as a Nominee Director on the recommendation of the State Bank of India acting as the leadbank of the consortium of lenders of the Company w.e.f. 8th September 2020.
The shareholders at their meeting held on 21st August 2020had approved appointment of Mrs. Arti Luniya and re-appointment of Ms. Bhaswati Mukherjeeas an Independent Director w.e.f. 26th November 2019 and 15th July2020 respectively.
The Board of Directors in their meeting held on 04thFebruary 2021 upon the recommendation of the Nomination and Remuneration Committeeapproved the re-appointment of Mr. Abhyuday Jindal as the Managing Director and Mr. TarunKumar Khulbe as Wholetime Director of the Company for a further term of 3 years w.e.f. 25thApril 2021 and 15th May 2021 respectively. The proposal for re-appointmentof Mr. Abhyuday Jindal as Managing Director and Mr. Tarun Kumar Khulbe as WholetimeDirector will be placed before the shareholders at the ensuing Annual General Meeting("AGM") of the Company. In accordance with the provisions of the Act Mr. RatanJindal is liable to retire by rotation at the ensuing AGM and being eligible offershimself for reappointment.
Brief resume of the abovementioned Directors being re-appointed natureof their expertise in specific functional areas details of directorships in othercompanies membership / chairmanship of committees of the Board and other details asstipulated under Regulation 36(3) of SEBI LODR and Secretarial Standard - 2 issued by TheInstitute of Company Secretaries of India are given in the Notice forming part of theAnnual Report.
DECLARATION BY INDEPENDENT DIRECTORS
All the Independent Directors of the Company had given the declarationunder Section 149(7) of the Act that they meet the criteria of independence as provided inSection 149(6) of the Act read with the Rules framed thereunder and Regulation 16 of SEBILODR. The Independent Directors have also confirmed that they have complied with theCompany's Code of Conduct for Board Members and Senior Management. Further all theDirectors have also confirmed that they are not debarred to act as a Director by virtue ofany SEBI order or any other authority.
Your Company has also devised a Policy on Familiarization Programme forIndependent Directors which aims to familiarize the Independent Directors with yourCompany nature of the industry in which your Company operates business operations ofyour Company etc. The said Policy may be accessed on your Company's website at the link:
An annual performance evaluation of all Directors the Committees ofthe Board and the Board as a whole was carried out during the year under review. For thepurpose of carrying out performance evaluation assessment questionnaires were circulatedto all Directors and their feedback was obtained and recorded.
COMPOSITE SCHEME OF ARRANGEMENT
The Board of Directors of your Company at their meeting held on 29thDecember 2020 upon the recommendation of its committee(s) has considered and approved aComposite Scheme of Arrangement pursuant to Sections 230 to 232 and other relevantprovisions of Companies Act 2013 amongst the Company Jindal Stainless (Hisar) Limited("JSHL") JSL Lifestyle Limited Jindal Lifestyle Limited JSL Media Limited andJindal Stainless Corporate Management Services Private Limited ('Scheme'). The Scheme issubject to necessary statutory and regulatory approvals under applicable laws includingapproval of the Hon'ble National Company Law Tribunal ("NCLT").
The merger of JSHL into the Company will create a mega stainless steelentity that will be among the top 10 stainless steel companies in the world and thelargest stainless steel company in India. The merger will not only enhance theconsolidated entity's product portfolio along with a 360-degree reach to better serve itscustomers but will also offer a seamless single-window pan-India as well as globalnetwork access to customers and further boost the 'Just-in-Time' approach.
The consolidation of businesses will recast the merged entity as anintegrated modern and 'state- of-the-art' manufacturing facility bringing thediversified technology talent and R&D under one roof. The merger will lead to therealisation of enhanced operational synergy with the Company's proximity to port and rawmaterials along with world-class finishing lines and JSHL's strategic location aroundkey domestic consumption centres. Furthermore the merged entity will present reinvestmentopportunities for growth by leveraging ready infrastructure at Jajpur for cost-efficientBrownfield expansions.
The Company has received No Observation Letter pursuant to SEBI masterCircular No. SEBI/HO/CFD/DIL1/CIR/P/2020/249 dated December 22 2020 from the stockexchanges and has filed first motion of petition before Hon'ble NCLT Chandigarh bench onMarch 17 2021.
During the financial year ended 31st March 2021 apart fromthe Annual General Meeting the Company has convened two Extra- ordinary General Meetingson:
1) 17th September 2020 for issue of 38260868 convertibleequity warrants on preferential basis and;
2) 24th December 2020 for providing corporate guarantee infavour of the lender of Jindal Stainless (Hisar) Limited
Your Company had stopped accepting / renewing deposits from 1stApril 2014. In compliance of the CLB Order your Company has repaid the entireoutstanding deposits on 30th June 2016. As on 31st March 2021your Company had total outstanding unclaimed matured deposits of Rs. 1851256/-.
The details relating to deposits covered under Chapter V of the Actare provided hereunder:
1. Accepted during the year: Nil
3. Whether there has been any default in repayment of deposits orpayment of interest thereon during the year and if so number of such cases and the totalamount involved: - no default has been made and hence these details are not applicable.
1. at the beginning of the year: Not Applicable
2. maximum during the year: Not Applicable
3. at the end of the year: Not Applicable
4. The details of deposits not in compliance with the requirements ofChapter V of the Act: Nil
PARTICULARS REGARDING THE CONSERVATION OF ENERGY TECHNOLOGYABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO
The information on conservation of energy technology absorption andforeign exchange earnings and outgo stipulated under Section 134(3)(m) of the Act readwith Rule 8 of the Companies (Accounts) Rules 2014 is annexed herewith as Annexure -I to this Report.
PARTICULARS OF EMPLOYEES
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 in the prescribed formatand annexed herewith as Annexure - II to this Report.
The statement containing particulars of employees as required underSection 197(12) of the Act read with Rule 5(2) & (3) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 is provided in a separate annexureforming part of this Report. Having regard to the provisions of the second proviso toSection 136(1) of the Act the Annual Report excluding the aforesaid information is beingsent to the members of the Company. The said information is available for inspection atthe Registered Office of the Company during working hours till the date of AGM and anymember interested in obtaining such information may write to the Secretarial Department ofthe Company and the same will be furnished on request.
STATUTORY AUDITORS AND AUDITORS' REPORT
Walker Chandiok & Co. LLP Chartered Accountants StatutoryAuditors of the Company were appointed by the Shareholders at the 37th AGM ofthe Company held on 26th September 2017 for a period of five consecutiveyears until the conclusion of the 42nd AGM of the Company. The ratification oftheir appointment pursuant to Section 139 of the Act is not required in terms ofNotification No. S.O. 1833(E) dated 7th May 2018 issued by the Ministry ofCorporate Affairs and accordingly the item will not be included in the Notice of theensuing AGM of the Company. The Statutory Auditors have confirmed that they are notdisqualified from continuing as Auditors of the Company.
The Notes to financial statements referred to in the Auditors' Reportare self-explanatory and do not call for any further comments. The Auditors' Report do notcontain any qualification reservation or adverse remark. During the year under reviewthe Statutory Auditors have not reported any incident related to fraud to the AuditCommittee or the Board under Section 143(12) of the Act.
In accordance with the provisions of Section 148 of the Act read withthe Companies (Cost Records and Audit) Rules 2014 your Company is required to get itscost accounting records audited by a Cost Auditor. The Board has appointed M/s. RamanathIyer & Co. Cost Accountants for this purpose for the financial year 2021-22.
The remuneration payable to the Cost Auditors for the financial year2021-22 shall be placed for ratification by members at the ensuing AGM in terms of Section148 of the Act read with Rule 14 of the Companies (Audit and Auditors) Rules 2014.
The Board had appointed M/s. Vinod Kothari & Company PracticingCompany Secretaries to conduct Secretarial Audit for the financial year 2020-21. In termsof Regulation 24A of the SEBI LODR the Secretarial Audit Report for the financial yearended 31st March 2021 is annexed herewith as Annexure - III to thisReport. The Secretarial Audit Report does not contain any qualification reservation oradverse remark. In line with the Circular dated February 08 2019 issued by the Securitiesand Exchange Board of India Annual Secretarial Compliance Report for the year ended 31stMarch 2021 confirming compliance of all applicable SEBI Regulations Circulars andGuidelines by the Company was issued by M/s Vinod Kothari & Company PracticingCompany Secretaries and filed with the Stock Exchanges on 20th May 2021. Thesame is available on the website of the Company at www.jslstainless.com.
The Board of Directors at their meeting held on 14th May2021 had re-appointed M/s. Vinod Kothari & Company Practicing Company Secretaries asSecretarial Auditor for conducting Secretarial Audit of the Company for the financialyear 2021-22.
The Board of Directors had constituted a Risk Management Committeewhich has been entrusted inter alia with the following functions:
(a) Framing of Risk Management Plan and Policy;
(b) Overseeing implementation / Monitoring of Risk Management Plan andPolicy;
(c) Identifying emerging risks and reviewing risk mitigationstrategies; and
(d) Formulating a cyber security plan and overseeing itsimplementation.
Your Company has laid down procedures to inform Board members aboutrisk assessment and minimization strategy. The Board doesn't foresee any immediate riskwhich threatens the existence of the Company. The details of Risk Management Committee arementioned in the Corporate Governance Report.
INTERNAL FINANCIAL CONTROLS
Your Company has in place adequate internal financial controls withreference to financial statements. During the year under review such controls were testedand no reportable material weakness in the design or operation was observed.
Composition of the Audit Committee of the Board along with the detailsof meetings held during the financial year under review and attendance of Committeemembers at the said meetings have been provided in the Corporate Governance Report. Allthe recommendations made by the Audit Committee during the financial year 2020-21 wereaccepted by the Board.
CORPORATE SOCIAL RESPONSIBILITY
The Corporate Social Responsibility ("CSR") Committeehas formulated and recommended to the Board a Corporate Social Responsibility Policy("CSR Policy^') indicating the focus areas of Company's CSR activities.
Since there were no profits in terms of the provisions of Section 198of the Act during last three financial years the Company was not required under Section135 of the Act to incur expenditure on CSR during for the financial year 2020-21. Howeverbeing guided by the vision and philosophy of its Founder Late Shri O. P. Jindal yourCompany has planned interventions in various fields including education & vocationaltraining integrated health care women empowerment social projects rural infrastructuredevelopment environment sustainability & sports.
The CSR Policy can be accessed on your Company's website at the link:https://www.jslstainless.com/wp-content/uploads/2020/09/JSL-CSR-Policy.pdf
As on 31st March 2021 the CSR Committee comprises of thefollowing members:
The details of meeting held during the financial year under review andattendance of Committee members at the said meeting are provided in the CorporateGovernance Report.
BUSINESS RESPONSIBILITY REPORT
Your Company is committed to grow the business responsibly with a longterm perspective as well as to the nine principles enshrined in the National VoluntaryGuidelines (NVGs) on social environmental and economic responsibilities of business asnotified by the Ministry of Corporate Affairs Government of India in July 2011.
The Business Responsibility Report ("BRR") of the Company asper the requirements of Regulation 34(2)(f) of the SEBI LODR describing the initiativestaken by the Company from an environmental social and governance perspective along withall the related policies can be viewed on the Company's website at:https://www.jslstainless.com/annual-reports#annual-reports
POLICY ON PREVENTION OF SEXUAL HARASSMENT
Your Company has in place a policy on prevention of sexual harassmentat workplace in accordance with the provisions of Prevention Prohibition and Redressal ofSexual Harassment of Women at Workplace Act 2013 ("POSH Act"). The policy aimsat prevention of harassment of women employees and lays down the guidelines foridentification reporting and prevention of sexual harassment. There is an InternalComplaints Committee which is responsible for redressal of complaints related to sexualharassment and follows the guidelines provided in the policy.
Further in terms of the provisions of the SEBI LODR the details inrelation to the POSH Act for the financial year ended on 31st March 2021 areas under:
a) Number of complaints pertaining to sexual harassment filed duringthe financial year: NIL
b) Number of complaints pertaining to sexual harassment disposed offduring the financial year: NIL
c) Number of complaints pertaining to sexual harassment pending as atthe end of the financial year: NIL
STOCK EXCHANGES WHERE THE SHARES ARE LISTED
The Company pays annual listing fees to NSE and BSE. No shares of yourCompany were delisted during the financial year 2020-21. The Global Depository Shares("GDS") are listed on Luxembourg Stock Exchange.
In terms of Sections 92(3) and 134(3)(a) of the Act annual return forthe year is available on the Company's website and can be viewed at the below mentionedlink: https://www.jslstainless.com/corporate-governance#corporate-governance
NUMBER OF BOARD MEETINGS
The Board of Directors met 6(six) times during the financial year endedon 31st March 2021. The details of Board Meetings and the attendance of theDirectors are provided in the Corporate Governance Report.
WHISTLE BLOWER POLICY / VIGIL MECHANISM
Pursuant to the provisions of Section 177(10) of the Act read with theCompanies (Meetings of Board and its Powers) Rules 2014 and Regulation 22 of the SEBILODR your Company has 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 your Company's code of conduct or ethics policyand to ensure that whistleblower is protected. The Whistle Blower Policy is posted on thewebsite of your Company and can be accessed at the link:https://www.jslstainless.com/wp-content/uploads/2021/06/Whistle-Blower-Policy.pdf
PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS BY THE COMPANY UNDERSECTION 186 OF THE COMPANIES ACT 2013
The particulars of loans guarantees and investments by your Companyas required under Section 186 of the Act are stated in Notes to Accounts of the financialstatements forming part of this Annual Report.
CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
All related party transactions that were entered and executed duringthe year under review were at arms' length basis. As per the provisions of Section 188 ofthe Act and Rules made thereunder read with Regulation 23 of the SEBI LODR your Companyhad obtained approval of the Audit Committee under omnibus approval route and / or underspecific agenda items for entering into such transactions.
Particulars of contracts or arrangements entered into by your Companywith the related parties referred to in Section 188(1) of the Act in prescribed formAOC-2 is annexed herewith as Annexure - IV to this Report.
Your Directors draw attention of the members to notes to the financialstatements which inter-alia set out related party disclosures. The Policy on materialityof related parties transactions and dealing with related parties as approved by the Boardmay be accessed on your Company's website at the link:
In terms of Regulation 23 of the SEBI LODR approval of the members forall material related party transactions will be taken at the ensuing AGM. The detailspertaining to transaction with person or entity belonging the promoter/promoter groupwhich holds 10% or more shareholding in the Company are mentioned in the StandaloneFinancial Statement.
CHANGE IN THE NATURE OF BUSINESS IF ANY
There has been no change in the nature of Company's business during thefinancial year ended on 31st March 2021.
COVID 19 IMPACT
The financial year 2020-21 was a highly disruptive and challenging yearwherein outbreak of Coronavirus Disease 2019 (COVID-19) had led to an unprecedented healthcrisis and has disrupted economic activities and global trade.
COVID-19 has been declared as a pandemic by the World HealthOrganization and subsequent lock down business shutdowns quarantines and restrictionswere imposed by the Central and State Government(s) in India the manufacturing facilitiesof the Company remained suspended from 25th March 2020 till 04thMay 2020. The Company in compliance with the necessary instructions/guidelines resumedits operations from 05th May 2020 in a phased manner while ensuring healthand safety of all the stakeholders. Further the recent second wave of COVID-19 hasresulted in partial lockdown/restriction in various states.
This situation resulted in temporary disturbance in the economicactivities through interruption in manufacturing process disruption in supply chaindisruption in domestic and international demand for stainless steel etc. for the Companyduring the financial year ended 31st March 2021.
The Company has been taking swift affirmative actions to mitigate thenegative impact caused due to the COVID-19. The Company has also been closely monitoringthe external environment and optimizing operations to align with the market conditions.
The Company has proactively taken measures to fight against COVID-19and to contribute towards the community and nation during the pandemic. Some measurestaken by the Company inter-alia includes the following:
1) Dispatch of Liquid Medical Oxygen(LMO) in the state of AndhraPradesh and Odisha;
2) Facilitated the supply of ventilators to the state governments;
3) Announcement to bear the total cost of both the mandated COVID-19vaccination shots for its entire workforce and their family members to ensure their safetyand well-being;
4) Providing digital interface for all human resource services withoutany interruption;
5) COVID task force formed to assist employees and offer moral andphysical support to affected employees and family members and;
6) Adopted flexible policy of Work from Home and reduced shop floorstaffing to a bare minimum.
Despite the challenges posed in the COVID-19 the Company's agilebusiness strategy succeeded in upholding the growth momentum which is evident from thestrong recovery in the latter half of the financial year. The state of preparedness andquick countermeasures taken by the Company helped in achieving new growth and milestonesduring the financial year. Backed by a sound recovery in demand in all the major segmentsthe Company expects that the stainless steel demand will touch pre-covid levels in thefinancial year 2021-22.
The details on the impact of COVID-19 on the Company's operations cashflow liquidity and profitability in wake of the pandemic is provided in the ManagementDiscussion and Analysis which is annexed to this Report.
POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION AND OTHER DETAILS
The Nomination and Remuneration Committee (NRC) considers the bestremuneration practice in the industry and while fixing the appropriate remunerationpackage and for administering the longterm incentive plans. Further the compensation andpackages of the Directors key Managerial Personnel Senior Management and other employeesare designed in terms of remuneration policy framed by the NRC. The remuneration policy ofyour Company can be viewed at the following link:
MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIALPOSITION OF THE COMPANY
No material changes and commitments affecting financial position ofyour Company have occurred between the end of the financial year of the Company to whichFinancial Statements relate and the date of this Report.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE
During the financial year 2020-21 there was no such significant andmaterial order passed by the regulators / courts / tribunals impacting the going concernstatus and Company's operations in future.
The Directors state that applicable Secretarial Standards i.e. SS-1and SS-2 issued by The Institute of Company Secretaries of India relating to 'Meetings ofthe Board of Directors' and 'General Meetings' respectively have been duly followed bythe Company.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 134(5) of the Act withrespect to directors' responsibility statement it is hereby confirmed that:
a) in the preparation of the annual accounts the applicable accountingstandards had been followed along with proper explanation relating to material departures;
b) the Directors had selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company as at 31stMarch 2021 and of the profit of the Company for the year ended on that date;
c) the Directors had taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of theCompanies Act 2013 for safeguarding the assets of the Company and for preventing anddetecting fraud and other irregularities;
d) the Directors had prepared the annual accounts on a going concernbasis;
e) the Directors had laid down internal financial controls to befollowed by the Company and such internal financial controls are adequate and wereoperating effectively; and
f) the Directors had devised proper systems to ensure compliance withthe provisions of all applicable laws and that such systems were adequate and operatingeffectively.
A separate section on Corporate Governance and a certificate from thepracticing Company Secretary regarding compliance of conditions of Corporate Governance asstipulated under the SEBI LODR forms part of the Annual Report.
Your Directors state that no disclosure or reporting is required inrespect of the following items during the period under review:
a) There was no issue of equity shares with differential voting rightsas to dividend voting or otherwise.
b) There was no issue of shares (including sweat equity shares) to theemployees of the Company under any Scheme.
c) There is no proceeding pending under the Insolvency and BankruptcyCode 2016.
d) There was no instance of one time settlement with any bank orfinancial institution.
e) Neither the Managing Director nor the Whole-time Director of theCompany received any remuneration or commission from any of the subsidiary companies.
Your Directors would like to express their gratitude for the valuableassistance and co-operation received from shareholders lenders government authoritiescustomers and vendors. Your Directors also wish to place on record their appreciation forthe committed services of all the employees of the Company.