Your Directors have pleasure in presenting the Forty Seventh Annual Report on theBusiness and Operations of your Company together with the Standalone and ConsolidatedFinancial Statements for the year ended 31st March 2018.
1. FINANCIAL RESULTS
The Financial performance of the Company during the year 2017-18 is summarizedbelow:
| || || || ||(Rs in Lakhs) |
| || |
|Particulars ||Year Ended March 31 2018 ||Year Ended March 31 2017 ||Year Ended March 31 2018 ||Year Ended March 31 2017 |
|Revenue from Operations ||2010.62 ||1499.94 ||3618.44 ||3385.91 |
|Other Income ||1.03 ||10.22 ||10.58 ||23.83 |
|Total Income ||2011.65 ||1510.16 ||3629.02 ||3409.74 |
|Total Expenses ||973.43 ||106.05 ||2578.22 ||1196.29 |
|Profit before Interest Depreciation & Tax ||1038.22 ||1404.11 ||1050.80 ||2213.41 |
|Current Tax ||97.10 ||197.92 ||308.61 ||405.06 |
|Deferred Tax Liability/ (Assets) ||(105.74) ||3.38 ||(105.74) ||3.38 |
|Profit for the year after Tax ||1046.86 ||1202.21 ||847.93 ||1805.00 |
|Minority interest ||NA ||NA ||293.19 ||67.71 |
|Net Profit after Tax and Minority Interest ||1046.86 ||1202.21 ||1141.12 ||1872.71 |
|Add/(Less): Surplus brought forward ||11571.73 ||10609.48 ||5125.65 ||3494.01 |
|Profit/ (Loss) available for appropriation ||12618.59 ||11812.28 ||6266.77 ||5366.72 |
|Less: Transfer to Statutory Reserve ||209.37 ||240.56 ||209.31 ||241.07 |
|Balance carried to Balance Sheet ||12409.22 ||11571.73 ||6057.46 ||5125.65 |
2. COMPANY'S PERFORMANCE
On a standalone basis the Income of the Company by way of dividend interest and otherincome stood at Rs 2011.65 lakhs during the financial year ended 31st March 2018 ascompared to Rs 1510.16 lakhs during the previous year an increase of around 33.21%.Profit before interest depreciation and tax stood at Rs1038.22 lakhs as compared to
Rs 1404.11 lakhs during previous year. Net Profit after tax stood at Rs 1046.86 lakhsas compared to Rs 1202.21 lakhs during the previous year.
On a consolidated basis the Total Income stood at Rs 3629.02 lakhs during thefinancial year ended 31st March 2018 as compared to Rs 3409.74 lakhs during the previousyear an increase of around 6.44%.
3. FUTURE PROSPECTS
Your Company holds significant investments in Equity Shares of O.P. Jindal Group ofCompanies therefore the business prospects of the Company largely depends on the businessprospects of O.P. Jindal Group of Companies and the steel industry.
India was the world's third-largest crude steel producer till 2017. India overtookJapan to become the world's second largest crude steel producer in the world in February2018. The growth in the Indian steel sector has been driven by domestic availability ofraw materials such as iron ore and cost-e_ective labour. Consequently the steel sectorhas been a major contributor to India's manufacturing output. The Indian steel industryhas entered into a new development stage riding high on the resurgent economy and risingdemand 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.
4. 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 financial year under review.
5. TRANSFER TO RESERVES
An amount of Rs 209.37 Lakhs was transferred to Statutory Reserve Fund during thefinancial year under review.
During the financial year under review the Company has not accepted/received anydeposits during the year under report falling within the ambit of Section 73 of theCompanies Act 2013 and the Companies (Acceptance of Deposits) Rules 2014.
7. 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 (RupeesTen only) each. The paid up equity share capital as on March 31 2018 is Rs. 51361630(Rupees Five Crore Thirteen Lakhs Sixty One Thousand Six Hundred and Thirty only)comprising 5136163 (Fifty One Lakhs Thirty Six Thousand One Hundred and Sixty Threeonly) equity shares.
There was no buy back of equity shares public issue of securities rights issue bonusissue or preferential issue etc. during the year under review. The Company has not issuedshares with differential voting rights sweat equity shares nor has it granted any stockoptions.
8. CONSOLIDATED FINANCIAL STATEMENTS
The consolidated financial statements of your Company for the Financial Year 2017-18is prepared in compliance with the applicable provisions of the Companies Act 2013Accounting Standards and the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015.
9. 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 2018 namely (i) Jindal Steel & Alloys Ltd. (JSAL) (ii)Jindal Holdings Ltd. (JHL) (iii) Jindal Stainless (Mauritius) Ltd. (JSML) (iv) MassillonStainless Inc. (MSI) - through JSML and (v) Brahmaputra Capital & Financial ServicesLtd. There are no associate 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 and Branch Office ofyour Company during business hours on all days except Sundays and public holidays up tothe date of the Annual General Meeting (AGM) as required under Section 136 of theCompanies Act 2013. Any member desirous of obtaining a copy of the said financialstatements may write to the Company Secretary at the Registered Office of the Company.
No Company has become or ceased as subsidiary associate or joint venture during theyear under review.
10. DIRECTORS AND KEY MANAGERIAL PERSONNEL
During the Financial Year 2017-18 Mr. Suresh Jindal relinquished the position ofExecutive Director & C.E.O. and ceased to be Director of the Company with effect fromclose of business hours on September 30 2017.
Mr. Rakesh Kumar Garg relinquished the office of Independent Director and was appointedas the Executive Director
& C.E.O. w.e.f. October 17 2017. The proposal regarding his appointment asWhole-time Director and CEO is placed for your approval.
Mr. Mahabir Prashad Gupta ceased to be Chief Financial Officer of the Company w.e.f.close of business hours on July 31 2017 and Mr. Deepak Garg was appointed as ChiefFinancial Officer w.e.f. October 17 2017.
There was no other change in the directors and Key Managerial Personnel during the yearunder review.
11. NUMBER OF MEETINGS OF THE BOARD
The Board of Directors met six 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.
In terms of requirements of Schedule IV of the Companies Act 2013 and Regulation 25 ofthe Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 a separate meeting of the Independent Directors was heldon November 14 2017.
The Independent Directors at the meeting reviewed the following: a. Performance ofNon-Independent Directors and the Board as a whole for the Financial Year 2016-17 and b.Assess the quality quantity and timeliness of flow of information between the CompanyManagement and the Board that is necessary for the Board to effectively and reasonablyperform their duties.
12. BOARD EVALUATION
Pursuant to the provisions of the Companies Act 2013 ("the Act") and theCorporate Governance requirements as prescribed by the Securities and Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) Regulations 2015 ("SEBIListing Regulations") the Board has carried out the annual performance evaluation ofits own performance the Directors individually as well as the evaluation of the workingof its Committees.
An annual performance evaluation of all Directors the Committees of Directors and theBoard as a whole for the year under review was carried out. For the purpose of carryingout performance evaluation assessment questionnaires were circulated to all Directors andtheir feedback was obtained and recorded. The Directors expressed their satisfaction withthe evaluation process.
13. POLICY ON APPOINTMENT & REMUNERATION OF DIRECTORS KMP & OTHER SENIOREMPLOYEES
The Company's policy on directors' appointment and remuneration and other mattersprovided in Section 178(3) of the Companies Act 2013 has been disclosed in the CorporateGovernance Report which is a part of this report.
14. 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.
15. EXTRACT OF ANNUAL RETURN
Pursuant to Section 92(3) of the Companies Act 2013 ("the Act") the detailsforming part of the extract of the Annual Return in Form MGT-9 is annexed herewith as Annexure A.
Pursuant to Section 134(3)(a) of the Act as amended the Annual Return of the Companycan be accessed on the Company's website at the link: www.nalwasons.com
16. 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 accountingstandards have been followed along with proper explanation relating to materialdepartures; (b) they 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) 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 and suchinternal 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.
17. AUDITORS a) Statutory Auditor:
At the Company's 46th Annual General Meeting (AGM) held on September 28 2017 M/sDoogar & Associates Chartered Accountants Firm Registration No. 000561N wereappointed as Statutory Auditors of the Company for a period of five consecutive years. Asper the provisions of Section 139 of the Act they have confirmed that they are notdisqualified from continuing as Auditors of the Company. Further the report of theStatutory Auditors along with notes to Schedules is a part of the Annual Report.
There has been no qualification reservation adverse remark or disclaimer given by theAuditors in their Report. During the year under review the Auditors had not reported anymatter under Section 143 (12) of the Act therefore no detail is required to be disclosedunder Section 134 (3)(ca) of the Act. b) Secretarial Auditor:
The Board had appointed M/s Rajesh Garg & Co. Practicing Company Secretaries toconduct Secretarial Audit for the financial year 2017-18. The Secretarial Audit Report forthe financial year ended March 31 2018 is annexed herewith marked as Annexure - Bto this Report.
The Secretarial Audit Report does not contain any qualification reservation or adverseremark.
18. AUDIT COMMITTEE
The details pertaining to the composition of the audit committee are included in theCorporate Governance Report which is a part of this report.
19. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE
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 - C.
The CSR Policy can be accessed on the Company's website at the link:http://nalwasons.com/pdf/CSR%20Policy-NSIL.pdf
20. 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.
21. TRANSACTIONS 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.
Your Directors draw attention of the members to Notes to the financial statement whichsets out related party disclosures.
Moreover Policy on Related Party Transactions in accordance with the Securities andExchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015 and as per the provisions of the Companies Act 2013 is uploaded at the web link:http://nalwasons.com/pdf/Related_Party_Transactions-file001.pdf
22. DISCLOSURE REQUIREMENTS
As per Listing Regulations the Corporate Governance Report with the Auditors'Certificate thereon and the Management Discussion and Analysis are attached which formpart of this report. The Company has devised proper systems to ensure compliance with theprovisions of all applicable Secretarial Standards issued by the Institute of CompanySecretaries of India and that such systems are adequate and operating effectively.
23. 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 DIRECTORSREPORT)
During the quarter ended June 30 2018 your Company has achieved total revenue of Rs223.74 lakhs on Standalone basis. Your Company earned net profit of Rs 124.06 lakhs. Therehave been no other 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.
24. PARTICULARS REGARDING THE CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGNEXCHANGE EARNINGS AND OUTGO
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.
25. 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.
26. 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 D.
27. 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.
28. 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.
The Statutory Auditors has reviewed and reported on the adequacy of the InternalFinancial Controls as per the provisions of the Companies Act 2013 and the same isforming part of Financial Statements and Auditors' Report.
29. 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.
30. WHISTLE BLOWER POLICY AND VIGIL MECHANISM
Pursuant to the provisions of Section 177(9) of the Companies Act 2013 read with theCompanies (Meetings of Board and its Powers) Rules 2014 and the Securities and ExchangeBoard of India (Listing Obligations and Disclosure Requirements) Regulations 2015 theCompany has formulated 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 the Company's code of conduct or ethics policy.The Whistle Blower Policy is posted on the website of the Company and can be accessed atthe link: http://nalwasons.com/pdf/Whistle_Blower_Policy001.pdf
31. FAMILIARIZATION PROGRAMME FOR BOARD MEMBERS INCLUDING INDEPENDENT DIRECTORS
The Board members are provided with necessary documents/brochures reports andinternal policies to enable them to familiarize with Company's procedures and practices.
The Independent Directors are given every opportunity to interact with the Key / SeniorManagement Personnel and are given all the documents sought by them for enabling a goodunderstanding of the Company its various operations and the industry of which it is apart.
The familiarization programme for Independent Directors in terms of the provisions ofRegulations 25 and 46 of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 is uploaded on the website of the Company and can be accessed throughthe following link: http://nalwasons.com/pdf/DETAILS%20OF%20FAMILIARIZATION%20%20PROGRAMMES%20IMPARTED%20TO%20INDEPENDENT%20DIRECTORS%20NSIL.pdf Your Company has alsodevised a Policy on Familiarization Programme for Independent Directors The said Policymay be accessed on your Company's website at the link:http://nalwasons.com/pdf/Policy_on_familiarisation_programme_for_independent_directors_NSIL001.pdf
32. 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.
33. 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.
34. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report as required under the listing regulationsforms part of this Annual Report.
35. HUMAN RESOURCES
The Company continues to put due emphasis on appropriate human resource development forits business. The employees of your Company fully identify with the Company's vision andbusiness goals.
36. E-VOTING PLATFORM
In compliance with the provisions of Section 108 of the Companies Act 2013 read withthe Companies (Management and Administration) Rules 2014 as amended your Company isregistered with CDSL for Remote E-Voting services to set up an electronic platform tofacilitate shareholders to cast vote in electronic form to exercise their right of votingat General Meetings /business to be transacted by means of voting through remote e-votingor poll or ballot paper as provided under the Companies Act 2013.
37. 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.
The Directors thank the Company's employees customers vendors banks and investorsfor their continuous support. The Directors also thank the Government of IndiaGovernments of various States in India and other concerned Government departments andagencies for their co-operation.
| || |
For and on behalf of the Board of Directors
| ||Rakesh Kumar Garg ||Rajinder Parkash Jindal |
| ||Executive Director & C.E.O. ||Director |
| ||DIN: 00038580 ||DIN: 00004594 |
|Place: Hisar || || |
|Date: August 07 2018 || || |