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Jindal Stainless (Hisar) Ltd.

BSE: 539597 Sector: Metals & Mining
NSE: JSLHISAR ISIN Code: INE455T01018
BSE 00:00 | 20 Oct 99.10 2.75
(2.85%)
OPEN

96.00

HIGH

100.00

LOW

96.00

NSE 00:00 | 20 Oct 97.80 1.20
(1.24%)
OPEN

96.85

HIGH

99.00

LOW

96.05

OPEN 96.00
PREVIOUS CLOSE 96.35
VOLUME 46586
52-Week high 109.70
52-Week low 30.40
P/E 13.04
Mkt Cap.(Rs cr) 2,338
Buy Price 96.05
Buy Qty 10.00
Sell Price 97.90
Sell Qty 560.00
OPEN 96.00
CLOSE 96.35
VOLUME 46586
52-Week high 109.70
52-Week low 30.40
P/E 13.04
Mkt Cap.(Rs cr) 2,338
Buy Price 96.05
Buy Qty 10.00
Sell Price 97.90
Sell Qty 560.00

Jindal Stainless (Hisar) Ltd. (JSLHISAR) - Director Report

Company director report

TO

THE MEMBERS

Your Directors have pleasure in presenting the 7th Annual Report on the business andoperations of your Company together with the Audited Statement of Accounts for thefinancial year ended 31st March 2020.

FINANCIAL RESULTS

Your Company's performance for the financial year ended 31st March 2020 is summarizedbelow:

(Rs. in Crore)

Sl. No. Particulars For the financial year ended (Standalone) For the financial year ended (Consolidated)
31.3.2020 31.3.2019 31.3.2020 31.3.2019
I Revenue from operations 8339.69 8956.40 9379.00 10288.86
II Other Income 97.88 95.67 132.86 102.11
III Total Income 8437.57 9052.07 9511.86 10390.97
IV Total Expenses 8054.72 8680.13 9061.18 9906.53
V EBITDA* 861.77 899.61 935.17 1038.74
VI Profit before exceptional Items share of profit of an associate and tax 382.85 371.94 450.68 484.44
VII Share of Profit from Associates - - 25.92 51.66
VIII Exceptional items - Gain 18.71 31.81 20.09 33.71
IX Profit after exceptional items but before tax 401.56 403.75 496.69 569.81
X Tax expense 81.23 142.10 95.91 173.61
XI Net Profit for the year 320.33 261.65 400.78 396.20
XII Total Other Comprehensive Income (0.79) (0.95) 13.65 (1.93)
XIII Total Comprehensive Income for the year 319.54 260.70 414.43 394.27
(comprising Profit and other Comprehensive Income for the year)

*EBITDA = Earnings before Interest Tax Depreciation & Amortization and OtherIncome

FINANCIAL HIGHLIGHTS

During the year the revenue from operations of your Company on standalone basis stoodat ` 8339.69 Crore as compared to Rs. 8956.40 Crore during previous financial year2018-19. The Profit before other income Finance Cost Exceptional Items TaxDepreciation & Amortisation (EBITDA) on standalone basis stood at ` 861.77 Crore ascompared to ` 899.61 Crore during previous year. The Net profit on standalone basis stoodat Rs. 320.33 Crore as compared to a net profit of ` 261.65 Crore during previous year.

Further during the year the consolidated revenue from operations of your Companystood at ` 9379.00 Crore as compared to Rs. 10288.86 Crore during previous financial year2018-19. Consolidated Profit before other income Finance Cost Exceptional Items TaxDepreciation & Amortization (EBITDA) stood at Rs. 935.17 Crore as compared to Rs.1038.74 Crore during previous year. The Net profit on consolidated basis stood atRs.400.78 Crore as compared to Rs.396.20 Crore during previous year.

The performance of your Company was stable despite global uncertainties and weak growthin the last quarter of FY 2019-20. Annual sales volume was impacted on account of globalslowdown and trade wars. Demand from auto and utensils segment was subdued throughout theyear. Sales degrew by 10% from 6.67 lakh tonnes in FY18-19 to 6 lakh tones in FY19-20also due to continuous dumping of irrationally priced imports forcing Indianmanufacturers to under-utilize capacities.

OPERATIONS Hisar Division:

Your Company performed creditably during the financial year 2019-20 in spite of verychallenging business scenario. Global Economic activity during the year were clouded dueto US- China Trade tensions Liquidity issues and Covid 19 pandemic. Company not onlymanaged to tide over these challenging times but also further enhanced upon its facilities& processes.

Company has always focussed on contributing to nation building by making itself-reliant in the field of stainless steel .It has been supplying materials to variouskey segments Company has now further increased its offerings to key strategic sectorslike ‘Defence' & ‘Nuclear'.

Company has put lot of focus on high value added segment & achieved highest everdispatch numbers in precision strips segment .Company is already working on increasing itsmanufacturing capacities for precision strips which would assist in increasing numberssubstantially .Company also managed to consolidate & expand Coin blanking business It is now serving to major mints like Finland Dutch Brazil etc. Domestically companyis now serving complete bouquet by catering to requirements of INR 5 INR 10 & INR 20Coins respectively.

Your Company undertook various capacity enhancement & efficiency improvementinitiatives during the year. Company took giant leap in reducing its cost of conversion aswell as immunizing itself from volatility in prices of key raw material like GraphiteElectrode & Refractories by commissioning of ‘Induction furnace' during the year.This has added greater flexibility to company's operational capabilities.

Environment Health & Safety has always been focal point around which company hasbuilt its business processes. Company's efforts towards sustainable Environment wereacknowledged & It was bestowed with prestigious "Golden Peacock EnvironmentManagement" award during the year. Company continued to put a paramount focus onhealth & Safety and undertook numerous initiatives in this regard. Company's immenseefforts in the field of Safety resulted in global recognition in the form of"International Safety Award 2020 Merit" from British Safety Council consideredas benchmark in the field of safety.

Your Company continued its tradition of Excellent Quality and was duly recognized bythe industrial bodies for the same. Numerous "PAR EXCELLENCE" awards were givento your Company in Quality circle front by NCQC (National Convention on Quality Circles).Company also shown brightly at CCQC & won major honours.

Your Company has put great emphasis on reducing energy consumption thereby reducingnot only cost's but also carbon footprints .Company's efforts in this direction hasresulted in improving efficiencies further .Company Won "Energy efficient Unit"Award in 20th National Award for Excellence in Energy management it also got awarded with"Innovation in Energy Efficiency" in Large Scale Industries.

Having managed to overcome challenging times your Company today is on a very strongfooting to embark on a new Cycle of Success & Growth.

Vizag Division:

Vizag Division produces High Carbon Ferro Chrome ("HCFC") with an annualcapacity of 40000 MT. Vizag Division uses Chrome Ore purchased from Odisha MiningCorporation Ltd. Tata Steel Limited & others and transfers output to Hisar plant andexports also. The Unit could produce 22589 MT of HCFC during F.Y. 2019-20 as compared to27547 MT during the previous F.Y. 2018-19. The production is less in current F.Y. 2019-20due to the reasons as below:

- The 5.5 mva was switched off for 47 days for refractory relining work of Furnaceduring April & May.

- The 12.5 mva was switched off for 58 days for Shed Structural Strengthening workduring December to February.

- Both Furnaces were operated at low load for 40 days during whole year due to shortageof chrome ore & poor market of Ferro Chrome.

Also the Unit could recover a quantity 3338 ton HCFC by processing of 205393 ton ofFerro Chrome slag through 50TPH Crushing unit & 40TPH Tenova Delkor Jig Machine duringF.Y. 2019-20 with recovery of 1.62% whereas the Unit could recover a qty. of 2833 MT ofHCFC by processing of 180355 MT of Ferro Chrome Slag during previous F.Y. 2018-19 withrecovery of 1.56%.

The Vizag Division could dispatch/sell total qty. of 27894 ton of HC Ferro Chrome(25994 ton to Hisar plant 486 ton in domestic & export 1414 ton) during current year2019-20 as compared to 28258 ton during previous year 2018-19.

The Vizag Division is producing HC Ferro Chrome from the beginning but keeping in viewof poor market of Ferro Chrome the Vizag Division has planned to produce other FerroAlloys Products i.e. HC Ferro Manganese & MC Silicon Manganese in addition to HC FerroChrome in the coming period as the market of both the products is good.

CREDIT RATING

During the year CARE has reaffirmed the credit rating of your Company at ‘CAREA-' for long term banking facilities and ‘CARE A2+' for short term bankingfacilities.

DIVIDEND AND TRANSFER TO RESERVES

In terms of the Dividend Distribution Policy as per SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 equity shareholders of the Company may expectdividend if the Company is having surplus funds and after taking into consideration therelevant internal and external factors as mentioned in the said Policy. Accordinglyconsidering the cash position fund requirements for growth of business of your Companyand agreement with the Lenders the Board of Directors has not recommended any dividendfor the financial year ended 31st March 2020. Accordingly no amount is also proposed tobe transferred to the reserves of your Company. The Dividend Distribution Policy isavailable on Company's website at the following link:www.jshlstainless.com/pdf/Dividend-Distribution-Policy20818.pdf

SHARE CAPITAL

As on 31st March 2020 paid up share capital of the Company was Rs. 471869370divided into 235934685 equity shares of Rs. 2/- each. There was no change in sharecapital of the Company during the Financial Year 2019-20.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report as required under the Securities and ExchangeBoard of India (Listing Obligations and Disclosure Requirements) Regulations 2015("SEBI LODR") forms part of this Annual Report.

INFORMATION TECHNOLOGY

Your Company has been a forerunner in leveraging the benefits of Information Technology(IT) revolution for long. IT has been instrumental in enabling smoother faster andtransparent processes across multiple divisions of JSHL's major operations and activities.Details are given elsewhere in the Annual Report.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the Companies Act 2013 ("the Act") SEBI LODR andInd-AS-110 on Consolidated Financial Statements read with Ind-AS-28 on investments inAssociates and Ind-AS-31 on interests in Joint Ventures the Audited ConsolidatedFinancial Statements for the financial year ended 31st March 2020 are provided in theAnnual Report.

SUBSIDIARY COMPANIES / JOINT VENTURES / ASSOCIATE COMPANIES

As on 31st March 2020 your Company has five subsidiaries namely (i) JSL LifestyleLimited (ii) Jindal Stainless Steelway Limited (iii) Green Delhi BQS Limited (iv) JSLMedia Limited and (v) JSL Logistics Limited and two associate companies namely (i) JindalStainless Limited; and (ii) Jindal Stainless Corporate Management Services PrivateLimited. There is no joint venture of the Company. Jindal Stainless Steelway Limited ismaterial subsidiary of your Company.

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: viz. www.jshlstainless.com. The members ifthey desire may write to the Secretarial Department of the Company at O.P. Jindal MargHisar – 125005 (Haryana) to obtain the copy of the financial statements of thesubsidiary companies. A statement containing the salient features of the financialstatement of the subsidiaries and associate companies in the prescribed Form AOC - 1 isattached along with financial statements. The statement also provides the details ofperformance and financial position of each of the subsidiary company. Your Company hasframed a policy for determining "Material Subsidiary" in terms of Regulation16(6) of SEBI LODR which is available at the website of the Company at the link:http://www.jshlstainless.com/pdf/Policy%20for%20determining%20material%20subsidiaries.pdf

DIRECTORS & KEY MANAGERIAL PERSONNEL

During the year the Board of Directors approved appointment of Mr. Girish Sharmawhose 1st term was upto 30th April 2019 as a non-executive Independent Director to holdoffice for a 2nd term of 3 (three) years w.e.f. 1st May 2019. The Board of Directors alsoapproved appointment of Mr. Nirmal Chandra Mathur whose 1st term was upto 4th August2019 as a non-executive Independent Director to hold office for a 2nd term of 3 (three)years w.e.f. 5th August 2019. The resolutions for their appointment as IndependentDirectors were approved by the Members at the 6th AGM. Mrs. Deepika Jindal as a Directorretires by rotation at the ensuing AGM under the provisions of the Companies Act 2013 andbeing eligible offers herself for re-appointment.

Brief resume of the abovementioned Director being re-appointed nature of her expertisein specific functional areas detail of Directorship in other companies membership /chairmanship of committees of the board and other details as stipulated under Regulation36(3) of SEBI LODR and Secretarial Standard - 2 issued by The Institute of CompanySecretaries of India are given in the Notice forming part of the Annual Report.

All Independent Directors have given declaration to the Company that they meet thecriteria of independence as provided in Section 149(6) of the Companies Act 2013 andRegulation 16 of SEBI LODR. Further all the Directors have also confirmed that they arenot debarred to act as a Director by virtue of any SEBI order or any other statutoryauthority.

Your Company has also devised a Policy on Familiarization Programme for IndependentDirectors which aims to familiarize the Independent Directors with your Company nature ofthe industry in which your Company operates business operations of your Company etc. Thesaid Policy may be accessed on your Company's website at the link:http://jshlstainless.com/pdf/Policy%20on%20familiarisation%20programme%20for%20independent%20directors-%20JSHL.pdf

BOARD EVALUATION

An annual performance evaluation of all Directors the Committees of Directors and theBoard as a whole was carried out during the year. For the purpose of carrying outperformance evaluation assessment questionnaires were circulated to all Directors andtheir feedback was obtained and recorded.

FIXED DEPOSITS

Your Company has not accepted any deposit from the public. Hence no information isrequired to be appended to this report.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

During the year there was no unclaimed amount required to be transferred to InvestorEducation and Protection Fund of Government of India.

EMPLOYEES STOCK OPTION SCHEME

Since the Company has not issued any stock options the requirement of disclosure underRegulation 14 of Securities and Exchange Board of India (Share Based Employee Benefits)Regulations 2014 is not applicable to the Company.

PARTICULARS REGARDING THE CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGNEXCHANGE EARNINGS AND OUTGO

The information on conservation of energy technology absorption and foreign exchangeearnings and outgo stipulated under Section 134(3) (m) of the Companies Act 2013 readwith Rule 8 of The Companies (Accounts) Rules 2014 is annexed herewith as Annexure– I forming part of this Report.

PARTICULARS OF EMPLOYEES

Disclosures pertaining to remuneration and other details as required under Section197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 are provided in the prescribed format and annexedherewith as Annexure - II to this Report.

The statement containing particulars of employees as required under Section 197(12) ofthe Act read with Rule 5(2) & (3) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 is provided in a separate annexure forming part of thisReport. Having regard to the provisions of the second proviso to Section 136(1) of theAct the Annual Report excluding the aforesaid information is being sent to the members ofthe Company. The said information is available for inspection at the Registered Office ofthe Company during working hours and any member interested in obtaining such informationmay write to the Secretarial Department of the Company and the same will be furnished onrequest.

STATUTORY AUDITORS AND AUDITORS' REPORT

M/s. Lodha & Co. and M/s. S.S. Kothari Mehta & Co. Joint Statutory Auditors ofthe Company and M/s. N.C. Aggarwal & Co. Branch Auditor of the Company's branchlocated at Kothavalasa in Vizianagaram district Andhra Pradesh (hereinafter referred toas "Branch Auditor") were appointed by the Shareholders at the 2nd AnnualGeneral Meeting of the Company held on 30th December 2015 for a period of fiveconsecutive years i.e. until the conclusion of the 7th Annual General Meeting of theCompany. Accordingly M/s. Lodha & Co. and M/s. S.S. Kothari Mehta & Co. JointStatutory Auditors and M/s. N.C. Aggarwal & Co. Branch Auditor will hold office tillthe conclusion of the ensuing Annual General Meeting of your Company. M/s Lodha & Co.and M/s S.S. Kothari Mehta & Co. have conveyed their consent to be re-appointed as theStatutory Auditors of the Company for the second term of five consecutive years alongwiththe confirmation that they are eligible for re-appointment as per provisions of the Actand their appointment if approved by the Members would be within the limits prescribedunder the Act. M/s N.C. Aggarwal & Co. has also conveyed its consent to bere-appointed as Branch Auditor of the Company for the second term of five consecutiveyears alongwith the confirmation that they are eligible for re-appointment. The Board ofDirectors of your Company at its meeting held on 10th June 2020 has approved andrecommended reappointment of M/s. Lodha & Co. and M/s. S.S. Kothari Mehta & Co.as Joint Statutory Auditors of the Company and M/s. N.C. Aggarwal & Co. as BranchAuditor of the Company for a period of five consecutive years from the conclusion of 7thAnnual General Meeting until the conclusion of 12th Annual General Meeting your Company.Accordingly requisite resolutions for their reappointment as Joint Statutory Auditors andBranch Auditor of your Company are placed for your approval. The Notes on financialstatement referred to in the Auditors' Report are self-explanatory and do not call for anyfurther comments. The Auditors' Report does not contain any qualification reservation oradverse remark. During the year under review the Statutory Auditors have not reported anyincident related to fraud to the Audit Committee or the Board under section 143 (12) ofthe Act.

COST AUDITORS

In accordance with the provisions of Section 148 of the Companies Act 2013 read withCompanies (Cost Records and Audit) Rules 2014 your Company is required to get its costaccounting records audited by a Cost Auditor. The Company has appointed M/s. Ramanath Iyer& Co. Cost Accountants for this purpose for FY 2020-21. The remuneration of the CostAuditors shall be placed for ratification by members in terms of Section 148 of theCompanies Act 2013 read with Rule 14 of the Companies (Audit and Auditors) Rules 2014.

SECRETARIAL AUDITORS

The Board had appointed M/s Vinod Kothari & Co. Practicing Company Secretaries toconduct Secretarial Audit for the financial year 2019-20. The Secretarial Audit Report forthe financial year ended March 31 2020 is annexed herewith marked as Annexure –III(a) to this Report. The Secretarial Audit Report does not contain anyqualification reservation or adverse remark.

Jindal Stainless Steelway Limited material subsidiary of your Company has undertakenits secretarial audit for the financial year ended 31st March 2020 by M/s Khadriya &Co. Practicing Company Secretaries which is annexed herewith marked as Annexure– III(b). The Secretarial Audit Report does not contain any qualificationreservation or adverse remark.

In line with the Circular dated February 08 2019 issued by the Securities and ExchangeBoard of India Annual Secretarial Compliance Report for the year ended 31st March 2020confirming compliance of all applicable SEBI Regulations Circulars and Guidelines by theCompany was issued by M/s Vinod Kothari & Co. Practicing Company Secretaries andfiled with the Stock Exchanges on June 11 2020. The same is available on the website ofthe Company at www.jshlstainless.com.

RISK MANAGEMENT

Though the Regulation 21 of the SEBI LODR as amended is not applicable to the Companybased on the market capitalisation as on 31st March 2020 it has voluntarily constituteda Risk Management Committee which has been entrusted inter alia with the followingfunctions: (a) Framing of Risk Management Plan and Policy; (b) Overseeing implementation /Monitoring of Risk Management Plan and Policy; (c) Identifying emerging risks andreviewing risk mitigation strategies; and (d) Formulating a cyber security plan andoverseeing its implementation.

Your Company has laid down procedures to inform Board members about risk assessment andminimization strategy. The Board doesn't foresee any immediate risk which threatens theexistence of the Company. The details of Risk Management Committee are mentioned in theCorporate Governance Report.

INTERNAL FINANCIAL CONTROLS

Your Company has in place adequate internal financial controls with reference tofinancial statements. During the year such controls were tested and no reportablematerial weakness in the design or operation was observed.

AUDIT COMMITTEE

The Audit Committee comprises of the four Directors out of which three are IndependentDirectors:

Sl. No. Name of Director Status Category
1 Mr. Girish Sharma Chairman Independent Director
2 Mr. Jagmohan Sood Member Whole Time Director Non-Independent
3 Mr. Kanwaljit Singh Thind Member Independent Director
4 Mrs. Arti Luniya Member Independent Director

All the recommendations made by the Audit Committee during the financial year 2019-20were accepted by the Board.

CORPORATE SOCIAL RESPONSIBILITY

The Corporate Social Responsibility Committee ("CSR Committee") hasformulated and recommended to the Board a Corporate Social Responsibility Policy("CSR Policy") indicating the focus areas of Company's CSR activities.

In line with the CSR philosophy and all the focus areas your Company has plannedinterventions in the fields of education & vocational training integrated healthcare women empowerment social projects rural infrastructure development environmentsustainability sports preservation of art and culture.

The Disclosure as per Rule 9 of the Companies (Corporate Social Responsibility Policy)Rules 2014 is annexed to this Report at Annexure-IV. The CSR Policy can beaccessed on the Company's website at the link:http://jshlstainless.com/pdf/JSHL%20CSR%20Policy.pdf

CSR COMMITTEE

As on 31st March 2020 the CSR Committee comprises of the following members:

Sl. No. Name of Director Status Category
1 Mrs. Deepika Jindal Chairperson Non-Executive Non Independent
2 Mr. Kanwaljit Singh Thind Member Non- Executive Independent Director
3 Mr. Jagmohan Sood Member Executive Non Independent

BUSINESS RESPONSIBILITY REPORT

Your Company is committed to grow the business responsibly with a long term perspectiveas well as to the nine principles enshrined in the National Voluntary Guidelines (NVGs) onsocial environmental and economic responsibilities of business as notified by theMinistry of Corporate Affairs Government of India in July 2011.

The Business Responsibility Report ("BRR") of the Company as per therequirements of Regulation 34(2)(f) of the SEBI LODR describing the initiatives taken bythe Company from an environmental social and governance perspective along with all therelated policies can be viewed on the Company's website at: www.jshlstainless.com.

POLICY ON PREVENTION OF SEXUAL HARASSMENT

Your Company has in place a policy on prevention of sexual harassment at work place inaccordance with the provisions of Prevention Prohibition and Redressal of SexualHarassment of Women at Workplace Act 2013. The policy aims at prevention of harassment ofwomen employees and lays down the guidelines for identification reporting and preventionof sexual harassment. There is an Internal Complaints Committee (ICC) which is responsiblefor redressal of complaints related to sexual harassment and follows the guidelinesprovided in the policy. No complaint was received during the year. There are no pendingcomplaints either at the beginning or end of the financial year. To create awareness andsensitivity among employees of all genders the Company has been extensively undertakinginduction and POSH Training programmes on a continuous basis.

STOCK EXCHANGES WHERE THE SHARES ARE LISTED
National Stock Exchange of India Limited ("NSE") BSE Limited ("BSE")
Exchange Plaza 5th Floor Plot No. C/1 Phiroze Jeejeebhoy Towers
G – Block Bandra-Kurla Complex Dalal Street
Bandra (E) Mumbai – 400 051 Mumbai – 400 001

The Company pays annual listing fee to NSE and BSE. No shares of your Company weredelisted during the financial year 2019-20. The Global Depository Shares ("GDS")are listed on Luxembourg Stock Exchange.

EXTRACT OF ANNUAL RETURN

The extract of annual return in Form MGT-9 in terms of the provisions of Section 92 (3)of the Companies Act 2013 is annexed herewith as Annexure –V and is alsoposted on the website of your Company which can be accessed at the link:http://jshlstainless.com/annualreports.html

NUMBER OF BOARD MEETINGS

The Board of Directors met four times during the financial year ended on 31st March2020. The details of Board Meetings and the attendance of the Directors are provided inthe Corporate Governance Report forming part of this Annual Report.

WHISTLE BLOWER POLICY / VIGIL MECHANISM

Pursuant to the provisions of Section 177(9) of the Companies Act 2013 read with Rule7 of the Companies (Meetings of Board and its Powers) Rules 2014 and Regulation 22 of theSEBI LODR 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 policy.The Whistle Blower Policy can be accessed on the Company's website at the link:http://jshlstainless.com/pdf/Whistle%20Blower%20Policy-JSHL.pdf

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS BY THE COMPANY UNDER SECTION 186 OF THECOMPANIES ACT 2013

The particulars of loans guarantees or investments by the Company under Section 186 ofthe Companies Act 2013 are stated in Notes to Accounts forming part of the AnnualReport.

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All related party transactions that were entered and executed during the year underreview were at arms' length basis. As per the provisions of Section 188 of the CompaniesAct 2013 and Rules made thereunder read with Regulation 23 of SEBI LODR your Company hadobtained approval of the Audit Committee under omnibus approval route and / or underspecific agenda before entering into such transactions.

Particulars of contracts or arrangements entered into by the Company with the relatedparties referred to in Section 188(1) of the Companies Act 2013 in prescribed formAOC-2 is attached as Annexure – VI to this Report.

Your Directors draw attention of the members to Notes to the financial statementswhich inter alia set out related party disclosures. The Policy on materiality of relatedparty transactions and dealing with related party as approved by the Board may be accessedon your Company's website at the link:http://www.jshlstainless.com/pdf/Policy%20on%20dealing%20with%20Related%20Party%20Transactions%20JSHL.pdfIn terms of Regulation 23 of the SEBI LODR approval of the members for all materialrelated party transactions will be taken at the ensuing AGM. During the Financial year2019-20 there was no transaction with person or entity belonging the promoter/promotergroup which hold(s) 10% or more shareholding in the Company.

THE CHANGE IN THE NATURE OF BUSINESS IF ANY

There has been no change in the nature of Company's business during the financial yearended on 31st March 2020.

COVID 19 IMPACT

Due to the outbreak of Coronavirus Disease 2019 (COVID-19) declared a pandemic by theWorld Health Organization the nationwide lockdown was imposed by the Central and StateGovernment(s) to control the spread of the disease. Accordingly the manufacturingfacilities of the Company remained closed from 25th March 2020 to 6th May 2020. Incompliance with the directives issued by the Government the Company resumed partialoperations on 7th May 2020 in a phased manner. The Company ensured the health and safetyof all involved stakeholders by enforcing all published Government guidelines for socialdistancing and safety. As per the resumption plan of the Company operations will beramped-up gradually aligned with the market outlook. The aforesaid lockdown has disturbedthe economic activity through interruption in manufacturing process disruption in supplychain etc. The Company believes that due to strong business fundamentals this pandemicmay not have a significantly adverse impact on the operations and performance of theCompany in the long term. Furthermore the Company has also constituted an internalcross-functional COVID task force that is monitoring the situation on a real time basisfor immediate course corrections and stabilising business operations.

POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION POLICY

The Company's policy on directors' appointment and remuneration and other mattersprovided in Section 178(3) of the Act has been disclosed in the Corporate GovernanceReport.

The NRC considers the best remuneration practice in the industry and while fixing theappropriate remuneration package and for administering the long-term incentive plans.Further the compensation and packages of the Directors key Managerial Personnel SeniorManagement and other employees is designed in terms of remuneration policy framed by theNRC. The remuneration policy of your company can be viewed at the following link: www.jshlstainless.com/pdf/Remuneration%20Policy.pdf

MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY

There were no material changes and commitments affecting the financial position of theCompany which occurred between the end of the financial year to which this financialstatement relates on the date of this report.

ANY SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALSIMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE

During the financial year 2019-20 there were no such significant material orderspassed by the regulators or courts or tribunals impacting the going concern status andcompany's operations in future.

SECRETARIAL STANDARDS

The Directors state that applicable Secretarial Standards i.e. SS-1 and SS-2relating to ‘Meetings of the Board of Directors' and ‘General Meetings'respectively have been duly followed by the Company.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(5) of the Companies Act 2013 withrespect to Directors' Responsibility Statement it is hereby confirmed that:

(a) in the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures;

(b) the Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at 31st March 2020 and of the profitand loss of the Company for the year ended on that date;

(c) the Directors have taken proper and sufficient 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) the Directors have prepared the annual accounts of the Company on a ‘goingconcern' basis.

(e) the Directors have laid down internal financial controls to be followed by theCompany and such internal financial controls are adequate and were operating effectively.

(f) the Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and such systems were adequate and operating effectively.

CORPORATE GOVERNANCE

A separate section on Corporate Governance and certificate from the Practicing CompanySecretary regarding compliance of conditions of Corporate Governance as stipulated underSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015 form part of the Annual Report.

OTHER DISCLOSURES

Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions pertaining to the below items during theperiod under review:

a) Issue of equity shares with differential voting rights as to dividend voting orotherwise.

b) Issue of shares (including sweat equity shares) to the employees of the Companyunder any Scheme.

c) Neither the Managing Director(s) nor the Whole-time Director of the Company receiveany remuneration or commission from any of the subsidiary companies.

ACKNOWLEDGEMENT

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 Abhyuday Jindal Jagmohan Sood
Managing Director Whole Time Director
Date : June 10 2020 DIN: 07290474 DIN: 08121814

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGOPURSUANT TO PROVISIONS OF SECTION 134 OF THE COMPANIES ACT 2013 READ WITH THE COMPANIES(ACCOUNTS) RULES 2014.

(A) CONSERVATION OF ENERGY

As a part of continued efforts towards energy conservation some of the importantenergy conservation initiatives taken during the year 2019-20 in different areas are asunder:

(a) The steps taken or impact on conservation of energy

- Adopted the ISO 50001:2018 to improve the energy management system and energyperformance by improving the "Convenience"

"Adequacy" and "Efficiency"

- Variable frequency enabled rotary screw type air compressor to avoid poor capacityutilization thus improved specific power consumption.

- Energy efficient centrifugal compressors leading to a reduction in specific powerconsumption (kW/CFM) resulting in savings in energy consumption.

- Reduction in the utilisation of compressed air by which achieved substantialconservation of energy arrested leakages in the distribution network replaced faultypneumatic instrumentation and removed dead network resulting in conservation of naturalresources.

- Installed separate descaling water pumping system units in stakle and strip mills andautomated with the process parameters avoid continuous full load working of descalingsystem

- Replacement of metallic blades in the process cooling tower fans with FiberReinforced Plastic (FRP) blades to reduce the power consumption

- To reduce energy consumption in plant and other facility illumination replacement ofconventional fluorescent lighting with LED lighting were undertaken during the year.

- Process cooling water pumps of the capacity of 185 kW replaced by 139 kW Pumps in SPDdivision resulting in the conservation of natural resources.

- Improvements in fuel efficiency of the furnaces by modification in bullnose design.

- The above schemes are expected to result in total energy savings of 1350 tonnes ofoil equivalent per annum of fuel oil.

(b) The steps taken by the Company for utilising alternate sources of energy

In continuation of the steps taken last year we expanded the use of natural resourcesof solar power in plant and support facilities. Also the increased use of green fuels inplace of conventional fossil fuels in the reheating furnaces. An alternative source ofwater resources was tapped by optimisation of rainwater harvesting.

- Installation of a rooftop solar PV system of the capacity of 200 kWp to increase therenewable energy capacity.

- Increase the share of environment-friendly green biofuel by 3% in total thermalenergy consumption.

- The adoption of alternate sources of energy initiative will mitigate 3850 Tonsof CO2.

(c) The capital investment on energy conservation equipments

Keeping our plans for a long term energy conservation goal this year we invested inmany areas of energy conservation and environmental preservation;

- Total investment towards energy efficiency and technology upgradations includinginverter type air compressors centrifugal air compressors descaling pumping system etc.was ` 575 lakh.

- Investment incurred to retrofitting of energy conservation measures and adoption ofbest-operating practices is about ` 425 lakh.

- Beyond the above the company has invested a total of ` 95 lakh towards harnessingenergy from renewable energy sources.

(d) Awards

The efforts of the company towards energy and environment conservation aspect has beenrecognised and awarded by various societies and organisations

- Awarded ‘Best Energy Efficient Unit' Award in 20th National Award for Excellencein Energy Management organized by Confederation of Indian Industry (CII) Hyderabad.

- Won Platinum Award in "Iron & Steel Sector" in SEEM National EnergyManagement Award 2019.

- Won Innovation category award in 3rd CII energy circle completion 2019 Delhi.

- Won 7 excellence & 1 par excellence at NCQC-2019.

(e) Impact Created

- Impact on cost of production: The implemented energy conservation measures andadoption of alternate energy resources have resulted in reduced consumption of electricaland thermal energy at various load centers and helped in containing the energy costsdespite the hike in fuel price and electricity tariff. The cumulative monetary benefitsare estimated to be ` 2560 lakh during the financial year.

- Total energy consumption and specific energy consumption: The reduction in thespecific power consumption (energy per tonne of product) during the PAT cycle – 2 was6.3% even though our operations are energy-intensive in nature.

(B) TECHNOLOGY ABSORPTION

(i) The efforts made towards technology absorption; and the benefits derived likeproduct improvement cost reduction product development or import substitution.

Development of new products to diversify product mix:

- Development of EN 1.4547 (Super austenitic) grade in 0.5 mm thickness.

- Development of anti microbial grade 430-Cu for utensil application.

- Development of new electrode quality grades EQ316L & EQ309LMo for weld overlayapplication.

- Development of high sulfur (S >0.15%) grade 316F for food and pharmaceuticalprocessing equipment.

- Development of grade 430J1L for BS6 auto exhausts application.

- Development of grade 304J1 for water purifier tank application.

Development of customized & value added products:

- Development of customized variant of 441 grade for automotive tube application.

- Development of roll bonded clad plate using Ni based super-alloys for FGDapplication.

- Surface quality improvement for 15CDV6 grade in cold rolled product (< 6 mm).

- Established welding process parameters of ultra high strength martensite steel usingdifferent welding electrodes.

Benefits derived from process improvement:

- Minimization of hydrogen content in martensitic steel through modification of steelmaking practice.

- Optimization of properties of grade 201 (4% Ni) for precision strip application.

- Quality improvement of JT grade through modification of annealing parameters.

- Yield improvement of EQ24.13LNb by modification of hot rolling process parameters.

- Established hot rolling process parameters for manufacturing of UNS S32205 Grade in 4mm thickness leading to improve productivity in thinner gauge.

- Quality improvement of EN 1.4116 grade for knife application

Future plan of action:

- Manufacturing of Ni based super-alloy.

- Development of High Aluminium (>4%) Ferritic Stainless Steels for automotivecatalytic converter.

- Maximize cost reduction through optimization of raw material.

Major technological projects completed in financial year 2019-20

- Induction furnace 03 nos Capacity 45 MT each- Market competitiveness and processcost saving project

- Homogenization furnace 1200 MT/month - capacity enhancement and quality improvementproject for JBS grades

- Tandem mill modification - Convert to Hydraulic semi Auto gauge control for minimizegauge variation & improve flatness

- Wider BA line modification in CRD-2 - capacity enhance and quality improvementproject to achieve BA finish.

(ii) in case of imported technology (imported during the last three years reckoned fromthe beginning of the financial year):

- Schuler MRV 150 Ringmaster press for Capacity enhancement of Bimetallic Blanks

- Automatic Inspection Machine (By Proditec France) for Improvement in productinspection by use of a combination of matrix camera and laser.

(iii) Expenditure incurred on Research and Development (R&D)

(Rs. in Crore)

2019-20 2018-19
a) Capital 0.00 0.04
b) Revenue 10.39 17.09
Total 10.39 17.13
c) Total R&D expenditure as a percentage of turnover 0.12% 0.19%
Foreign Exchange Earnings & Outgo (Rs. in Crore)
2019-20
Foreign Exchange Earnings 1103.84
Foreign Exchange Outgo 1247.45

Annexure - II to Directors Report

Details of remuneration under section 197(12) of Companies Act 2013 read with Rule5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014for the year ended 31st March 2020: a. The ratio of the remuneration of each director tothe median remuneration of the employees of the Company for the financial year:

Sl. No. Name of Director Designation Ratio of Remuneration of Director to the median remuneration of Employees*
1 Mr. Ratan Jindal** Chairman 213.6 : 1
2 Mr. Abhyuday Jindal Managing Director 130.8 : 1
3 Mr. Jagmohan Sood Whole-time Director 32.6 : 1

 

* Since Non-executive Directors received no remuneration except sitting fees forattending Board/Committee meetings the required details are not applicable.

** Received remuneration by way of commission only within the limits as approved bythe shareholders of the Company.

b. The percentage increase in remuneration of each Director Chief Financial OfficerChief Executive Officer Company Secretary or Manager if any in the financial year:

Sl. No. Name Designation Percentage increase in Remuneration*
1 Mr. Ratan Jindal** Chairman 0.85%
2 Mr. Abhyuday Jindal Managing Director NIL
3 Mr. Jagmohan Sood Whole-time Director 46.8%***
4 Mr. Ramnik Gupta Chief Financial Officer Not comparable as employed for part of FY 2018-19
5 Mr. Bhartendu Harit Company Secretary 13.4%

 

* Since Non-executive Directors received no remuneration except sitting fees forattending Board/Committee meetings the required details are not applicable.

** Received remuneration by way of commission only within the limits as approved bythe shareholders of the Company.

*** The increased remuneration includes compensation for entrusting additionalresponsibilities during the financial year 2019-20.

c. The percentage increase in the median remuneration of employees in the financialyear: 8.6% d. The number of permanent employees on the rolls of the Company: 2364(excluding contractual employees) e. Average percentile increase already made in thesalaries of employees other than the managerial personnel in the last financial year andits comparison with the percentile increase in the managerial remuneration andjustification thereof and point out if there are any exceptional circumstances forincrease in the managerial remuneration: The median percentage increase made in thesalaries of employees other than the managerial personnel was 8.76% while the increase inthe remuneration of managerial personnel was 12.21%. f. It is further affirmed thatremuneration paid to Directors and Key Managerial Personnel was as per the RemunerationPolicy of the Company.

For and on behalf of the Board of Directors
Place : Hisar Abhyuday Jindal Jagmohan Sood
Managing Director Whole Time Director
Date : June 10 2020 DIN: 07290474 DIN: 08121814

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