Your Directors have pleasure in presenting the Forty Sixth Annual Report on theBusiness and Operations of your Company together with the Standalone and ConsolidatedFinancial Statement for the year ended 31st March 2017.
1. FINANCIAL RESULTS
The Financial performance of the Company during the year 2016-17 is summarized below:
|PARTICULARS || ||(Rs. in Lakhs) |
| ||Year Ended ||Year Ended |
| ||31.03.2017 ||31.03.2016 |
|Interest & dividend income/ Other Income ||1510.16 ||1896.69 |
|Profit before Interest Depreciation & Tax ||1404.11 ||1661.34 |
|Current Tax ||197.92 ||278.17 |
|Deferred Tax Liability/ (Assets) ||3.38 ||7.09 |
|Net Profit / (Loss) after Tax ||1202.21 ||1376.08 |
|Add/(Less): Surplus brought forward ||10609.48 ||9508.62 |
|Profit/ (Loss) available for appropriation ||11812.28 ||10884.69 |
|Transfer to Statutory Reserve ||240.56 ||275.22 |
|Balance carried to Balance Sheet ||11571.73 ||10609.48 |
During the year ended 31st March 2017 the Income of the Company by way of dividendinterest and other income stood at Rs. 1510.16 lakhs as compared to Rs. 1896.69 lakhsduring the previous year. Profit before interest depreciation and tax stood at Rs.1404.11 lakhs as compared to Rs. 1661.34 lakhs during previous year. Net Profit aftertax stood at Rs. 1202.21 Lakhs as compared to Rs. 1376.08 lakhs during the previousyear.
2. FUTURE PROSPECTS
The liberalization of industrial policy and other initiatives taken by the Governmenthave given a definite impetus for entry participation and growth of the private sector inthe steel industry. The Indian steel industry has entered into a new development stageriding high on the resurgent economy and rising demand for steel.
Your Company is looking forward for a sustainable growth in its investee Companies inthe coming years which would enhance the shareholders' value. Considering the forecastedgrowth in the economy as a whole and the steel industry in particular the Company expectsto enhance its entrenched value for the benefit of the shareholders' at large.
3. DIVIDEND & INVESTOR EDUCATION AND PROTECTION FUND
The Board of Directors of your Company has decided to retain and plough back theprofits into the business of the Company thus no dividend is being recommended for theyear under review.
There is no unclaimed and unpaid dividend remaining due with the Company. Hence theCompany has not transferred any amount to Investor Education and Protection Fund ofGovernment of India during the year under review.
4. SHARE CAPITAL
The Authorized Share Capital of the Company is Rs. 150000000 (Rupees Fifteen CroreOnly) divided into 15000000 (One Crore Fifty Lakhs only) Equity shares of Rs. 10(Rupees Ten only). The paid up equity share capital as on March 31 2017 is Rs.51361630 (Rupees Five Crore Thirteen Lakhs Sixty One Thousand Six Hundred and Thirtyonly) comprising 5136163 (Fifty One Lakhs Thirty Six Thousand One Hundred and SixtyThree only) equity shares.
There was no public issue rights issue bonus issue or preferential issue etc. duringthe year. The Company has not issued shares with differential voting rights sweat equityshares nor has it granted any stock options.
During the year under review the Company has not accepted/received any deposits duringthe year under report falling within the ambit of Section 73 of the Companies Act 2013and the Companies (Acceptance of Deposits) Rules 2014.
6. CONSOLIDATED FINANCIAL STATEMENTS
The consolidated financial statements of your Company for the Financial Year 2016-17is prepared in compliance with the applicable provisions of the Companies Act 2013Accounting Standards and the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015.
7. HOLDING SUBSIDIARIES ASSOCIATES AND JOINT VENTURES
Your Company does not have any Holding Company. The Company has 5 direct and step downsubsidiaries as on March 31 2017 namely (i) Jindal Steels & Alloys Ltd. (JSAL) (ii)Jindal Holdings Ltd. (JHL) (iii) Massillon Stainless Inc. (MSI) - through JSML (iv) JindalStainless (Mauritius) Ltd. (JSML) and (v) Brahmaputra Capital & Financial ServicesLtd. There are no associates companies or joint venture companies within the meaning ofsection 2(6) of the Companies Act 2013 ("Act"). There has been no materialchange in the nature of the business of the subsidiaries.
Pursuant to provisions of section 129(3) of the Act a statement containing salientfeatures of the financial statements of the Company's subsidiaries in Form AOC-1 isattached to the financial statements of the Company.
Further the financial statements of the subsidiary companies and related informationare available for inspection by the members at the Registered Office of your Companyduring business hours on all days except Sundays and public holidays up to the date of theAnnual General Meeting (AGM) as required under Section 136 of the Companies Act 2013. Anymember desirous of obtaining a copy of the said financial statements may write to theCompany Secretary at the Registered Office of the Company.
No Company has become or ceased as subsidiary associate or joint venture during theyear under review.
8. TRANSFER TO RESERVES
An amount of Rs. 240.56 Lakhs was transferred to Statutory Reserve Fund pursuant toSection 45-IC of the Reserve Bank of India Act 1934 during the financial year underreview.
9. DIRECTORS AND KEY-MANAGERIAL PERSONNEL
During the Financial Year 2016-17 Mr. Mahender Kumar Goel (DIN: 00041866) on attainingage of superannuation relinquished the charge of Executive Director & C.E.O. witheffect from close of business hours on May 31 2016. Whereas Mr. Suresh Jindal (DIN:07541893) was appointed as Executive Director & CEO of the Company w.e.f. July 012016.
Upon expiry of term of Mr. Mahabir Prashad Gupta Chief Financial Officer of theCompany on August 11 2016 he was re-appointed as Chief Financial Officer and KeyManagerial Personnel w.e.f. August 12 2016. Mr. Mahabir Prashad Gupta ceased to be ChiefFinancial Officer of the Company w.e.f. July 31 2017.
There was no other change in the directors and Key Managerial Personnel during the yearunder review.
Mr. Suresh Jindal (DIN: 07541893) Director of your Company shall retire by rotation atthe ensuing Annual General Meeting and being eligible has offered himself forre-appointment. The proposal regarding his re- appointment as Director is placed for yourapproval.
10. FORMAL ANNUAL EVALUATION
Pursuant to the provisions of the Companies Act 2013 ("the Act") and theCorporate Governance requirements as prescribed by Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 ("SEBI ListingRegulations") the Board has carried out the annual performance evaluation of its ownperformance the Directors individually as well as the evaluation of the working of itsCommittees. A structured questionnaire was prepared after taking into consideration inputsreceived from the Directors covering various aspects of the Board's functioning such asadequacy of the composition of the Board and its Committees Board culture execution andperformance of specific duties obligations and governance. A separate exercise wascarried out to evaluate the performance of individual Directors who were evaluated onparameters such as level of engagement and contribution independence of judgmentsafeguarding the interest of the Company. The performance evaluation of the IndependentDirectors was carried out by the entire Board. The Directors expressed their satisfactionwith the evaluation process.
11. POLICY ON DIRECTORS' KMP & OTHER EMPLOYEES APPOINTMENT AND REMUNERATION
In accordance with the provisions of Section 178 of the Companies Act 2013 read withRules made there under and Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 the Company's policy on Nomination andRemuneration of Directors KMPs and Senior Management of your Company is uploaded onwebsite of the Company: http://nalwasons.com/pdf/ Remuneration_Policy_NSIL001.pdf
12. DECLARATION OF INDEPENDENCE
Your Company has received declarations from all the Independent Directors confirmingthat they meet the criteria of independence as prescribed under the provisions of theCompanies Act 2013 read with the Schedules and Rules issued there under as well asRegulation 16 of the Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015.
13. NUMBER OF BOARD MEETINGS
The Board of Directors met six times during the financial year ended on 31st March2017. The details of Board Meetings and the attendance of the Directors are provided inthe Corporate Governance Report forming part of this Annual Report.
In term of requirements of Schedule IV of the Companies Act 2013 and Regulation 25 ofSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015 a separate meeting of the Independent Directors was held on February14 2017 for the Financial Year 2016-17.
The Independent Directors at the meeting reviewed the following: a. Performance ofNon-Independent Directors and the Board as a whole and b. Assess the quality quantity andtimeliness of flow of information between the Company Management and the Board that isnecessary for the Board to effectively and reasonably perform their duties.
14. EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in Form MGT-9 is annexedherewith as Annexure A.
15. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 134 (3) (c) read with Section 134(5) of theCompanies Act 2013 with respect to directors' responsibility statement it is herebyconfirmed that:
(a) in the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures;
(b) they have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company as at 31st March 2017 and of the profit and lossof the Company for the year ended on that date;
(c) they 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) they have prepared the annual accounts on a going concern basis; and
(e) they have laid down internal financial controls to be followed by the Company andsuch internal financial controls are adequate and were operating effectively.
(f) they have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.
16. AUDITORS a) Statutory Auditor:
M/s. N.C. Aggarwal & Co. Chartered Accountants (Firm Registration No. 003273N)Statutory Auditors of the Company retire at the conclusion of the ensuing Annual GeneralMeeting and on completion of their term as specified under Section 139 of the CompaniesAct 2013 ("Act") it is proposed to appoint M/s Doogar & AssociatesChartered Accountants 13 Community Centre East of Kailash New Delhi - 110 065 FirmRegistration No. 000561N as Statutory Auditors of the Company from the conclusion of thisAnnual General Meeting up to the conclusion of 51st Annual General Meeting subject toratification by the Members at every annual general meeting. The Company has received adeclaration from M/s Doogar & Associates Chartered Accountants confirming that theirappointment if made would be within the limits prescribed under Section 139 of the Actand that they are not disqualified for such appointment within the meaning of Section 141of the Act. The auditors have also confirmed that the Institute of Chartered Accountantsof India has conducted Peer Review. Your Directors recommend appointment of M/s Doogar& Associates Chartered Accountants as the Statutory Auditors of the Company on aremuneration as may be fixed by the Board of Directors of the Company.
The Auditors' Report does not contain any qualification reservation or adverse remark.
b) Secretarial Auditor:
The Board had appointed M/s Rajesh Garg & Co. Practicing Company Secretaries toconduct Secretarial Audit for the financial year 2016-17. The Secretarial Audit Report forthe financial year ended March 31 2017 is annexed herewith marked as Annexure - B to thisReport.
The Secretarial Audit Report does not contain any qualification reservation or adverseremark.
17. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS BY THE COMPANY
The particulars of loans guarantees or investments by the Company are stated in Notesto Accounts forming part of this Annual Report.
18. CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
All related party transactions that were entered into during the financial year were onan arm's length basis and were in the ordinary course of business. There are no materiallysignificant related party transactions made by the Company which may have a potentialconflict with the interest of the Company at large and thus disclosure in Form AOC-2 isnot required.
Moreover Policy on Related Party Transactions in accordance with Securities andExchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015 and as per the amended provisions of the Companies Act 2013 is uploaded at the weblink: http:// nalwasons.com/pdf/Related_Party_Transactions-file001.pdf
19. MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY (OCCURRED
BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THE DIRECTORS REPORT)
There have been no material changes and commitments affecting the financial position ofthe Company which have occurred between the end of the financial year of the Company towhich the financial statements relate and the date of the report.
20. PARTICULARS REGARDING THE CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGNEXCHANGE EARNINGS
Since the Company is not engaged in any manufacturing activity particulars undersection 134(4)(I) of the Companies Act 2013 read with Rule 8 of The Companies (Accounts)Rules 2014 regarding conservation of energy technology absorption are not available.
There were no foreign exchange transactions during the year.
21. RISK MANAGEMENT
The Company has laid down procedures to inform Board members about the risk assessmentand mitigation procedures. These procedures are periodically reviewed to ensure thatexecutive management controls risk through means of a properly defined framework. TheCompany has also devised a Risk Management Policy for identification of elements of risksand procedures for reporting the same to the Board.
22. PARTICULARS OF EMPLOYEES
The information required under Section 197 (12) of the Act read with Rule 5(1) and 5(2)of The Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 isannexed as Annexure C.
23. RESERVE BANK OF INDIA GUIDELINES
Your Company has duly complied with all applicable rules regulations and guidelinesissued by Reserve Bank of India for NBFCs from time to time.
24. CORPORATE SOCIAL RESPONSIBILITY
Pursuant to the provisions of Section 135 of the Act read with CSR Rules the Companyhas constituted CSR committee and formulated CSR policy. The policy primarily rests onfour broad categories: Environment Health Education and Community Development.
The Disclosure as per Rule 9 of the Companies (Corporate Social Responsibility Policy)Rules 2014 is annexed to this Report at Annexure - D.
The CSR Policy can be accessed on the Company's website at the link:http://nalwasons.com/pdf/CSR%20Policy-NSIL.pdf
25. INTERNAL FINANCIAL CONTROLS
The Board of Directors in consultation with Internal Auditors have laid down theInternal Financial Control Framework commensurate with the size scale and complexity ofits operations. To maintain its objectivity and independence the Internal Auditor reportsto the Chairman of the Audit Committee of the Board. The Company has in place adequateinternal financial controls with reference to financial statements. During the year suchcontrols were tested and no reportable material weakness in the design or operation wasobserved.
26. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE
During the year under review there were no cases filed pursuant to The SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013.
27. WHISTLE BLOWER POLICY AND VIGIL MECHANISM
Pursuant to the provisions of Section 177(9) read with Companies (Meetings of Board andits Powers) Rules 2014 of the Companies Act 2013 and Securities and Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) Regulations 2015 the Company hasformulated a Vigil Mechanism namely Whistle Blower Policy for directors employees andbusiness partners to report genuine concerns about unethical behavior actual or suspectedfraud or violation of the Company's code of conduct or ethics policy. The Whistle BlowerPolicy is posted on the website of the Company and can be accessed at the link:http://nalwasons.com/pdf/Whistle_Blower_Policy001.pdf
28. 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 2017.
29. THE DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTSOR TRIBUNALS IMPACTING
THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE
There are no significant material orders passed by the Regulators / Courts which wouldimpact the going concern status of the Company and its future operations.
30. CORPORATE GOVERNANCE
A separate section on Corporate Governance and a certificate from the practicingChartered Accountant regarding compliance of conditions of Corporate Governance asstipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015forms part of this Annual Report.
31. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report as required under the listing regulationsforms part of this Annual Report.
32. HUMAN RESOURCES
The Company continues to put due emphasis on appropriate human resource development forits business. The employees of your Company and the Group fully identify with theCompany's and Group's vision and business goals.
33. E-VOTING PLATFORM
In compliance with the provisions of Section 108 of the Companies Act 2013 read withthe Companies (Management and Administration) Rules 2014 your Company is registered withCDSL for E-Voting services to set up an electronic platform to facilitate shareholders tocast vote in electronic form to exercise their right of voting at General Meetings/business to be transacted by means of voting through e-voting or poll or ballot paper asprovided under the Companies Act 2013.
34. CAUTIONARY STATEMENT
Statements in the Board's Report and the Management Discussion & Analysis Reportdescribing the Company's objectives expectations or forecasts may be forward-lookingwithin the meaning of applicable Securities Laws and Regulations. Actual results maydiffer materially from those expressed in the statement. Important factors that couldinfluence the Company's operations includes changes in Government Regulations tax lawseconomic developments within the country and other factors such as litigation andindustrial relations.
Your Directors would like to express their gratitude for the valuable assistance andco-operation received from shareholders banks government authorities customers andvendors. Your Directors also wish to place on record their appreciation for the committedservices of all the employees of the Company.
| ||For and on behalf of the Board of Directors |
| ||Suresh Jindal ||Rajinder Parkash Jindal |
|Place : Hisar ||Executive Director & C.E.O. ||Director |
|Date : August 23 2017 ||DIN: 07541893 ||DIN: 00004594 |