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Jindal Stainless (Hisar) Ltd.

BSE: 539597 Sector: Metals & Mining
NSE: JSLHISAR ISIN Code: INE455T01018
BSE 00:00 | 14 Oct 66.10 0.40
(0.61%)
OPEN

66.60

HIGH

66.80

LOW

65.45

NSE 00:00 | 14 Oct 66.20 0.35
(0.53%)
OPEN

66.45

HIGH

66.90

LOW

65.00

OPEN 66.60
PREVIOUS CLOSE 65.70
VOLUME 9046
52-Week high 113.15
52-Week low 58.00
P/E 6.53
Mkt Cap.(Rs cr) 1,560
Buy Price 65.00
Buy Qty 2.00
Sell Price 66.10
Sell Qty 56.00
OPEN 66.60
CLOSE 65.70
VOLUME 9046
52-Week high 113.15
52-Week low 58.00
P/E 6.53
Mkt Cap.(Rs cr) 1,560
Buy Price 65.00
Buy Qty 2.00
Sell Price 66.10
Sell Qty 56.00

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

Company director report

TO

THE MEMBERS

Your Directors have pleasure in presenting the 5th Annual Report on thebusiness and operations of your Company together with the Audited Statement of Accountsfor the financial year ended 31st March 2018.

FINANCIAL RESULTS

Your Company's performance for the financial year ended 31st March 2018 is summarizedbelow:

Particulars

For the financial year ended

For the financial year ended

(Standalone)

(Consolidated)

31.03.2018 31.03.2017 31.03.2018 31.03.2017
I Revenue from operations 9450.23 7575.55 10563.30 8536.19
II Other Income 112.20 60.70 116.05 65.00
III Total Income 9562.43 7636.25 10679.35 8601.19
IV Total Expenses 8972.79 7328.42 10025.12 8272.27
V EBITDA* 1139.49 924.30 1230.64 980.56
VI Profit before exceptional Items share of profit of an associate and tax 589.64 307.83 654.23 328.92
VII Share of Profit from Associates - - 147.31 50.25
VIII Exceptional items - Gain 18.44 18.02 19.56 28.27
IX Profit after exceptional items but before tax 608.08 325.85 821.10 407.44
X Tax expense 212.38 107.83 233.45 116.96
XI Net Profit for the year 395.70 218.02 587.65 290.48
XII Total Other Comprehensive Income (1.75) (2.25) 3.50 (2.55)
XIII Total Comprehensive Income for the year (comprising Profit and other Comprehensive Income for the year) 393.95 215.77 591.15 287.93

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

During the year the revenue from operations of your Company on standalone basis hasincreased by ~ 25% at ?9450.23 Crore as compared to ?7575.55 Crore during previousfinancial year 2016-17. The Profit before other income Finance Cost Exceptional ItemsTax Depreciation & Amortisation (EBITDA) on standalone basis stood at ?1139.49 Croreas compared to ?924.30 Crore during previous year. The Net profit on standalone basisstood at ?395.70 Crore as compared to a net profit of ?218.02 Crore during previous year.

Further during the year the consolidated revenue from operations of your Company hasincreased by ~ 24% at ?10563.30 Crore as compared to ?8536.19 Crore during previousfinancial year 2016-17. Consolidated Profit before other income Finance Cost ExceptionalItems Tax Depreciation & Amortization (EBITDA) stood at ? 1230.64 Crore as comparedto ?980.56 Crore during previous year. The Net profit on consolidated basis stood at?587.65 Crore as compared to ?290.48 Crore during previous year.

Your Company has delivered a strong financial result for the third consecutive year.Your Company has reported a robust growth in PAT at ?395.70 Crore in financial year2017-18 as against ?218.02 Crore during previous financial year 2016-17 registering ~81%increase. EBIDTA is up by ~23% at ?1139.49 Crore in Financial Year 2017-18.

OPERATIONS Hisar Division:

Your Company has been able to improve its performance during the year 2017-18. SteelMelting Shop produced 697545 MT as compared to 666678 MT in the previous year. HRAPsaleable production during the year 2017-18 was 105765 MT as compared to 103745 MT inthe previous year. CRAP Saleable production during the year 2017-18 was 320949 MT ascompared to 275345 MT in the previous year.

The Production in Special Product Division during the year 2017-18 was 27953 MT ascompared to 26665 MT during previous year.

Your Company made rapid strides in Financial Year 2017-18 with a considerable increasein both top line & bottom line numbers. Your Company sold 742704 MT stainless steelproducts during the financial year as compared to 656880 MT during previous yearachieved 13% growth in volume from the previous year. Your Company not only managed toincrease sales but optimized the sales mix to improve its margins in the highlycompetitive market.

Your Company undertook various capacity enhancement & debottlenecking initiativeswhich helped to increase much needed wider products in the portfolio. These capacityenhancement initiatives should help us grow further in coming years as well.

Your Company continued to focus on different products in Stainless Steel andsuccessfully managed to market its recently added Long product portfolio globally. We alsomanaged to add various new customers for our Special Product Division ("SPD")products.

During the year the Company took various benchmark initiatives to improve theenvironment and was recognized for its efforts through prestigious 'Golden Peacock' Awardfor Environment Management.

The Company continued its tradition of Excellent Quality and was duly recognized by theindustrial bodies for the same. The National "PAR EXCELLENCE AWARD" was given toyour Company in Quality circle front by NCQC (National Convention on Quality Circles).

The Company continued to put a paramount focus on Safety and undertook various traininginitiatives for same. The Company was awarded "Behaviour-based Safety Award" foroutstanding training initiatives in behavior-based safety. The Company continued to meetglobal benchmarks and was duly recognized for the same by being certified as ‘ISOCertification 2015' company.

To reduce costs and improve productivity we continued to innovate and digitize ouroperations. We are well on our way to be a paperless factory that would not only help usto save costs but would also assist in environment conservation.

Vizag Division:

Vizag division produces High Carbon Ferro Chrome ("HCFC") with annualcapacity of 40000 MT.

Vizag division uses Chrome Ore purchased from Odisha Mining Corporation Ltd/ Tata SteelLtd. & others and transfers the output to Hisar Plant. The Unit could produce 28649MT of HCFC (including 216 MT of metal recovery quantity from new Metal Recovery Plant)during the year 2017-18 as compared to 7680 MT during the last financial year 2016-17 asthe plant was shut down for more than eight months during financial year 2016-17.

Vizag division could dispatch 29097 MT of HCFC to Hisar plant during the year 2017-18as compared to 7736 MT during financial year 2016-17.

REVISION IN CREDIT RATING

Your Company received a rating upgrade from CARE to ‘A-' from ‘BBB+' on July25 2018 reflecting Company's enhanced profitability and robust balance sheet along withsuperior operational performance.

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 2018. 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.ishlstainless.com/pdf/Dividend-Distribution-Policv20818.pdf

SHARE CAPITAL

As on 31st March 2018 paid up share capital of the Company was ?471869370 divided into 235934685 equity shares of ?2/- each. There was no change inshare capital of the Company during the Financial Year 2017-18.

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.

BUSINESS RESPONSIBILITY REPORT

Your Company is committed to grow the business responsibly with a long term perspectiveas well 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(f) of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 describing the initiatives taken by the Company from anenvironmental social and governance perspective alongwith all the related policies canbe viewed on the Company's website at www.jshlstainless.com.

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.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the Companies Act 2013 SEBI LODR and Ind-AS on ConsolidatedFinancial Statements read with Ind-AS-28 on investments in Associates and Ind-AS-31 oninterests in Joint Ventures the Audited Consolidated Financial Statements are provided inthe Annual Report.

SUBSIDIARY COMPANIES / JOINT VENTURES / ASSOCIATE COMPANIES

As on 31st March 2018 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.

The Financial Statements of Subsidiary Companies are kept open for inspection by theshareholders at the Registered Office and Corporate Office of the Company during businesshours on all days except Saturdays and Sundays and public holidays up to the date ofAnnual General Meeting (AGM) as required under Section 136 of the Companies Act 2013. Themembers if they desire may write to the Company Secretary at O.P. Jindal Marg Hisar -125005 (Haryana) to obtain the copy of the financial statement of the subsidiarycompanies. The Financial Statements including the Consolidated Financial Statements andall other documents required to be attached with this Report have been uploaded on thewebsite of your Company viz. www.jshlstainless.com.

A statement containing the salient features of the financial statement of thesubsidiaries and associate companies in the prescribed Form AOC-1 is attached alongwithfinancial statement. The statement also provides the details of performance financialposition of each of the subsidiary company.

Your Company has framed a "Policy for determining Material Subsidiary" interms of Regulation 16(1)(c) of SEBI LODR. The said Policy may be accessed on theCompany's website at the link:

http://www.ishlstainless.com/pdf/Policv%20for%20determining%20material%20subsidiaries.pdfDIRECTORS & KEY MANAGERIAL PERSONNEL

The Board of Directors appointed Mr. Abhyuday Jindal as Managing Director and KeyManagerial Personnel of the Company w.e.f. 26th April 2018. Prior to his appointment asthe Managing Director Mr. Abhyuday Jindal was Non Executive Vice Chairman of yourCompany.

Further the Board has inducted Mr. Jagmohan Sood as an Additional Director on theBoard of Directors w.e.f. 15th May 2018 and appointed him as Whole Time Director and KeyManagerial Personnel of the Company w.e.f. the said date. Mrs. Arti Luniya has beenappointed as an Additional Director (Independent) w.e.f. 26th July 2018.

The Board of Directors has also approved the appointment of Maj. Gen. Kanwaljit SinghThind VSM (Retd.) whose 1st term was upto 1st November 2017 asan Independent Director to hold office for a term of 3 (three) years with effect from 2ndNovember 2017.

The requisite resolutions for the appointment/ re-appointment of the aforesaidDirectors will be placed before the Members for their approval at the ensuing AnnualGeneral Meeting ("AGM").

Mr. Ashok Kumar Gupta has ceased to be Manager and Whole Time Director of the Companyw.e.f. 26th April 2018 and 15th May 2018 respectively. Mr. AnkurAgrawal has ceased to be Chief Financial Officer w.e.f. 27th April 2018. TheBoard places on record its sincere appreciation for the valuable contributions made bythem during their tenure.

Mrs. Deepika Jindal who retires by rotation at the ensuing AGM under theprovisions of the Companies Act 2013 and being eligible offers herself forreappointment.

Brief resumes of the abovementioned Directors being appointed / re-appointed nature oftheir expertise in specific functional areas details of Directorship in other companiesmembership / chairmanship of committees of the board and other details as stipulatedunder Regulation 36(3) of SEBI LODR and Secretarial Standard - 2 issued by the Instituteof Company Secretaries of India are given in the Notice forming part of the AnnualReport.

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.

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://ishlstainless.com/pdf/Policv%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.

POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION POLICY

Pursuant to the provisions of Section 178 of the Companies Act 2013 and the SEBI LODRthe Board of Directors on recommendations of the Nomination and Remuneration Committee hasapproved the (i) Policy for nomination and selection of Independent Directors andNonExecutive Non-Independent Directors and (ii) Remuneration Policy. The said policies maybe accessed on your Company's website at the link:www.ishlstainless.com/pdf/Remuneration%20Policy.pdf

FIXED DEPOSITS

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

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

In terms of the provisions of Section 197(12) of the Companies Act 2013 read withRules 5(2) and 5(3) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 a statement showing the names and other particulars of theemployees drawing remuneration in excess of the limits set out in the said rules formspart of this Annual Report.

Disclosures relating 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 forms part of the Annual Report.

Having regard to the provisions of the first proviso to Section 136(1) of the Act theAnnual Report excluding the aforesaid information is being sent to the members of theCompany. The said information is available for inspection at the Registered Office andCorporate Office of the Company during normal business hours on working days upto the dateof this AGM and any member interested in obtaining such information may write to theCompany Secretary and the same will be furnished on request.

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 Auditors of Vishakhapatnam Divisionof the Company were appointed by the Shareholders at the 2nd Annual General Meeting ofthe Company held on 30th December 2015 for a period of five consecutive years i.e. untilthe conclusion of the 7th Annual General Meeting of the Company. The ratification of theirappointment pursuant to Section 139 of the Companies Act 2013 is not required in termsof Notification No. S.O. 1833(E) dated May 7 2018 issued by the Ministry of CorporateAffairs and accordingly the item has not been included in the Ordinary Business of theAGM Notice forming part of this Annual Report. The Auditors have confirmed that they arenot disqualified from continuing as Auditors of the Company.

The Notes on financial statement referred to in the Auditors' Report areself-explanatory and do not call for any further comments. The Auditors' Report does notcontain any qualification reservation or adverse remark.

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 2018-19. The Company maintains costrecords as specified under Section 148 of the Companies Act 2013 and gets them audited.The Cost Audit Report for the FY 2017-18 given by the Cost Auditors does not contain anyqualification reservation or adverse remark.

The remuneration of the Cost Auditors shall be placed for ratification by members interms of Section 148 of the Companies Act 2013 read with Rule 14 of the Companies (Auditand Auditors) Rules 2014.

SECRETARIAL AUDITORS

The Board has appointed M/s Vinod Kothari & Co. Practicing Company Secretaries toconduct Secretarial Audit for the financial year 201819. The Secretarial Audit Report forthe financial year ended March 312018 is annexed herewith marked as Annexure - II tothis Report. The Secretarial Audit Report does not contain any qualification reservationor adverse remark.

RISK MANAGEMENT

The Company has laid down procedures to inform Board members about the risk assessmentand minimization procedures. These procedures are periodically reviewed to ensure thatexecutive management controls risk through means of a properly defined framework. TheCompany has also devised a Risk Management Policy for identification of elements of risksand procedures for reporting the same to the Board.

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 following four Directors out of which three areIndependent Directors:

Sl. No. Name Status Category
1 Mr. Girish Sharma Chairman Independent Director
2 Mr. Kanwaljit Singh Thind Member Independent Director
3 Mr. Arunendra Kumar Member Independent Director
4 Mr. Jagmohan Sood * Member Whole Time Director

* Mr. Jagmohan Sood has been inducted in the Audit Committee w.e. f. 15th May 2018.Mr. Ashok Kumar Gupta ceased to be member of the Audit Committee w.e.f. 15th May 2018.

All the recommendations made by the Audit Committee during the financial year 2017-18were 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- III.

The CSR Policy can be accessed on the Company's website at the link:

http://ishlstainless.com/pdf/JSHL%20CSR%20Policv.pdf

CSR COMMITTEE

The CSR Committee comprises of the following three Directors out of which one isIndependent Director:

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

* Mr. Jagmohan Sood has been inducted in the CSR Committee w. e. f. 15th May 2018.Mr. Ashok Kumar Gupta ceased to be member of the CSR Committee w.e.f. 15th May 2018.

POLICY ON PREVENTION OF SEXUAL HARASSMENT

Your Company has in place a policy on prevention of sexual harassment at workplace 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.

During the year ended 31st March 2018 no complaints were received pertaining tosexual harassment.

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 annual listing fee was paid to both the stock exchanges. No shares of the Companywere delisted during the financial year 2017-18. The Global Depository Shares("GDS") are listed on Luxembourg Stock Exchange.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT 9 is annexedherewith as Annexure -‘IV'

NUMBER OF BOARD MEETINGS

The Board of Directors met four times during the financial year ended on 31st March2018. 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://ishlstainless.com/pdf/Whistle%20Blower%20Policv-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 - V 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.ishlstainless.com/pdf/Policv%20on%20dealing%20with%20Related%20Partv%20Transactions%20JSHL.pdf

In terms of Regulation 23 of the SEBI LODR all transactions with related partieswhich are material in nature are subject to the approval of the Members of your Company.Requisite approval of the shareholders will be taken for this purpose at the ensuing AGM.

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 2018.

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

During the quarter ended 30th June 2018 your Company on standalone basis has achievedNet Revenue of ?2133.16 Crore with EBITDA of ?251.63 Crore. Y our Company has earned netprofit of ?79.39 Crore during this period.

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 there were no such significant material orders passed by theregulators or courts or tribunals impacting the going concern status and company'soperations 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 2018 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.

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: New Delhi Ratan Jindal
Date: July 26 2018 Chairman
DIN:00054026