Jindal Saw-AR-2017-18-NET PDF
Jindal Saw-AR-2017-18-NET PDF
Jindal Saw-AR-2017-18-NET PDF
BOARD’S REPORT
To
The Members,
Your Directors are pleased to present the 33rd Annual Report along with Audited Financial Statements of the Company for the year
ended 31st March, 2018.
1 FINANCIAL RESULTS
(` lakhs)
PARTICULARS Year ended Year ended
March 31, 2018 March 31, 2017
Revenue from Operations 7,33,491.11 5,91,555.64
Profit before finance cost, depreciation, exceptional items and tax 1,25,967.22 1,19,674.50
Less:
Finance costs 41,510.99 37,986.76
Depreciation and amortisation expense 25,616.61 22,939.81
Exceptional items - (305.80)
Profit before tax 58,839.62 59,053.73
Tax expense 19,408.77 20,447.00
Profit after tax 39,430.85 38,606.73
Other Comprehensive Income
Items that will not be reclassified to profit and loss 184.72 (702.02)
Total Comprehensive Income for the year 39,615.58 37,904.71
2. REVIEW OF OPERATIONS The Company has sold ~ 4,73,400 lakhs MT of DI Pipe &
The Financial Year 2017-18 has registered increase in Pig Iron in financial year 2017-18 as compared to ~ 4,06,500
production and sales volumes as compared to previous MT in financial year 2016-17.
financial year. The total pipe production (including pig The order book status is quite comfortable at ~ 3,69,000
iron) during 2017-18 was ~ 11,83,800 MT (including ~ 79,670 MT approx.
MT pipes produced on job work) as compared to ~
10,51,800 MT (including ~ 1,56,500 MT pipes produced on Seamless Strategic Business Unit: The production of
job work) during 2016-17. The annual pellet production seamless pipes during financial year 2017-18 was ~ 1,67,000
during 2017-18 was 13.50 lakhs MT as compared to 12 lakhs MT as compared to ~ 97,000 MT during financial year
MT during 2016-17. 2016-17. There is growth of 72% on YoY basis.
During financial year 2017-18, the Company has sold Sale of seamless pipes during financial year 2017-18 was
(including pig iron) ~ 11,71,973 MT (including ~ 79,670 MT ~1,68,100 MT as compared to ~ 98,200 MT during financial
pipes produced on job work) as compared to ~ 10,40,000 year 2016-17.
MT (including ~ 1,56,000 MT pipes produced on job work)
during 2016-17 and thus recorded ~ 13% growth in sales Introduction of anti-dumping measures have improved
volumes in 2017-18. the domestic demand of seamless pipe. The Company
has adopted a strategy of diversification in product
Segments Performance
portfolio and has started catering to niche/premium
Saw Pipe Strategic Business Unit: During the financial segment e.g. T91, 13 chrome and ball bearing industry, etc.
year 2017-18, the Company produced ~ 5,73,100 MT of The strategy has already started yielding results.
pipes (including ~ 79,670 MT pipes produced on job
work) as compared to previous year ~ 5,27,000 MT Current order book stands at ~ 36,000 MT which gives an
(including job work of 1,56,000 MT) registering a improved visibility for 2018-19.
quantitative growth of ~ 8.75% on YoY basis. Iron Ore Mines and Pellet Strategic Business Unit: During
The Company has sold ~ 5,30,360 MT (including ~ 79,670 2017-18, the Company has maintained its production levels
MT on job work) of Saw pipes as compared to previous at ~ 100 % capacity and produced ~ 1.3 million MT pellet.
year ~ 5,35,300 MT (including ~ 1,56,500 MT on job work). The Company has worked very hard in terms of cost
The status of orders booked as on 31st March, 2018 was ~ reduction and improvement in operational efficiency
5,40,000 MT including job work orders for ~ 67,000 MT. which has resulted in improvement in profitability in pellet
segment. The current order book stands at ~ 52,000 MT.
DI and Pig Iron Strategic Business Unit: Operations in this
segment were in line with the planned production in the Oceangoing waterways: During 2017-18, company has
financial year 2017-18. The Company has produced sold remaining two vessels of Ocean business and the
4,43,700 lakhs MT of DI Pipe & Pig Iron in financial year segment has been discontinued.
2017-18 as compared to ~ 4,28,000 MT in financial year
2016-17.
19
ANNUAL REPORT 2017-18
BOARD’S REPORT
3. DIVIDEND The policy for determining material subsidiaries as
approved may be accessed on the Company’s website
The Board has, subject to the approval of members at the
at the link: http://www.jindalsaw.com/pdf/POLICY-FOR-
ensuing annual general meeting, recommended a
DETERMININ G-MATERIAL-SUBSIDIARIES.pdf
dividend of ` 1.2 per equity share of ` 2/- for the year
ended 31st March, 2018. The Board’s recommendation for 11. DIRECTORS’ RESPONSIBILITY STATEMENT
a stable and steady dividend is linked to Company’s long
Pursuant to the requirement under section 134 of the
term requirements of funds for meeting the working
Companies Act, 2013 with respect to Directors’
capital needs, capital expenditures for its growth plans &
Responsibility Statement, it is hereby confirmed by the
modernization and to finance such plans by retaining
Board of Directors: -
back the profits.
a. that in the preparation of the annual accounts for the
4. TRANSFER TO RESERVES
financial year ended 31st March, 2018, the Indian
Your Board has proposed to transfer ` 358 lakhs to Accounting Standards (Ind AS) has been followed
Debenture Redemption Reserve. On redemption of along with proper explanation relating to material
debentures the proportionate Debenture Redemption departures;
Reserve of ` 2,500 lakhs was transferred to General
b. that they had selected such accounting policies and
Reserve.
applied them consistently and made judgments and
5. SHARE CAPITAL estimates that were reasonable and prudent so as to
give a true and fair view of the state of affairs of the
There is no change during the year 2017-18 in the paid up
Company at the end of the financial year and of the
equity share capital of the Company.
profit of the Company for the year ended on that
6. MANAGEMENT DISCUSSION AND ANALYSIS REPORT period.
Management Discussion and Analysis, as stipulated under c. that they had taken proper and sufficient care for the
Regulation 34 of SEBI (Listing Obligations and Disclosure maintenance of adequate accounting records in
Requirements) Regulations, 2015 forming part of this accordance with the provisions of the Companies Act,
report has been given under separate section. 2013 for safeguarding the assets of the Company and
for preventing and detecting fraud and other
9. CONSOLIDATED FINANCIAL STATEMENTS
irregularities;
Audited annual consolidated financial statements forming
d. that they had prepared the accounts for the financial
part of the annual report have been prepared in
year ended 31st March, 2018 on a ‘going concern’
accordance with Companies Act, 2013, Indian Accounting
basis.
Standards (Ind AS) 110– ‘Consolidated Financial
Statements’ and Indian Accounting Standards (Ind AS) 28 - e. that they had laid down internal financial controls to
Investments in Associates and Joint Ventures’, notified be followed by the Company and that such internal
under Section 133 of Companies Act, 2013 read with financial controls are adequate and are operating
Companies (Indian Accounting Standards) Rules, 2015 and effectively; and
as amended from time to time.
f. that they had devised proper systems to ensure
10. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE compliance with the provisions of all applicable laws
COMPANIES and that such systems are adequate and operating
effectively.
As on 31st March, 2018 Company has 10 direct subsidiaries,
16 indirect subsidiaries and 1 associate. The Board of 12. DIRECTORS AND KEY MANAGERIAL PERSONNEL
Directors reviewed the affairs of the subsidiaries. During
Ms. Sminu Jindal, Managing Director (DIN: 00005317) and
the year under review the Company had purchased
Shri Neeraj Kumar, Group CEO and Whole-time Director
balance 49% shareholding (i.e. 24,500 equity shares of
(DIN: 01776688) of the Company, retire by rotation and,
` 10/- each) in Quality Iron and Steel Limited. Accordingly,
being eligible, offer themselves for re-appointment.
Quality Iron and Steel Limited become a wholly owned
subsidiary of the Company. As per section 134(3)(q) of the Companies Act, 2013 read
with rule 8(5) of the Companies (Accounts) Rules 2014,
Further, In accordance with Section 129(3) of the
details of Directors or Key Managerial Personnel who was
Companies Act, 2013, the consolidated financial
re-appointed during the year is given below:-
statements of the Company and its subsidiaries along with
a statement containing the salient features of the financial Shri Neeraj Kumar, Group CEO and Whole-time Director
statements of Company’s subsidiaries in Form AOC 1 (DIN: 01776688) has been re-appointed as Group CEO and
forms part of annual report. The statement also provides Whole-time Director of the Company for a further period
the details of performance, financial positions of each of of 5 years w.e.f. 1st July, 2018 by the Board of Directors
the subsidiaries. subject to approval of the shareholders.
As per the provisions of Section 136 of the Companies Act, POLICY ON DIRECTORS’ APPOINTMENT AND
2013, the audited financial statements, including the REMUNERATION
consolidated financial statements and other related
The Nomination and Remuneration Committee selects
information of the Company and audited financial
the candidate to be appointed as the Director on the
statements of each of its subsidiaries, are available on our
basis of the needs and enhancing the competencies of
website www.jindalsaw.com. These documents will also
the Board of the Company.
be available for inspection during business hours at our
registered office till date of annual general meeting.
20
ANNUAL REPORT 2017-18
BOARD’S REPORT
The current policy is to have a balance of executive and 17. CONTRACTS AND ARRANGEMENT WITH RELATED
non-executive Independent Directors to maintain the PARTIES
independence of the Board and to separate its functions All contracts / arrangements / transactions entered by the
of governance and management. The composition of Company during the financial year with related parties
Board of Directors during the year ended 31st March, 2018 were in the ordinary course of business and on an arm’s
are in conformity with Regulation 17 of the SEBI (Listing length basis. During the year, the Company had not
Obligations and Disclosures Requirements) Regulations entered into any material contract / arrangement /
2015 (SEBI Listing Regulations) read with Section 149 of the transaction with related parties.
Companies Act, 2013.
The Policy on materiality of related party transactions and
The policy of the Company on directors’ appointment, dealing with related party transactions as approved by
including criteria for determining qualifications, positive the Board may be accessed on the Company’s website at
attributes, independence of a director and other matters, the link: http://www.jindalsaw.com/pdf/140_Download
as required under sub-section (3) of Section 178 of the _RELATEDPARTYTRANSACTIONPOLICY.pdf
Companies Act, 2013 and the remuneration paid to the
Your Directors draw attention of the members to Note 45
directors are governed by the Nomination and
to the financial statement which sets out related party
Remuneration Policy of the Company.
disclosures.
13. DECLARATION BY INDEPENDENT DIRECTORS 18. CORPORATE SOCIAL RESPONSIBILTY (CSR)
The Company has received Declaration of Independence The Company has its Corporate Social Responsibility
from all Independent Directors as stipulated under Policy (CSR Policy), which can be accessed on the
Section 149(7) of the Companies Act, 2013 and Regulation Company’s website at http://www.jindalsaw.com/pdf/
17 of the SEBI (Listing Obligations and Disclosure Jindal-SAW-CSR-Policy.pdf.
Requirements) Regulations, 2015, confirming that they
meet the criteria of Independence. The key philosophy of all CSR initiatives of the Company is
driven by core value of inclusion. Pursuant to CSR Policy
14. BOARD EVALUATION various activities were recommended by the CSR
The Company has devised a Policy for Performance Committee to the Board, which were undertaken by the
Evaluation of Independent Directors, Board, Committees Company. During the year the Company spent ` 756.02
and other Directors which includes criteria for lakhs on CSR activities. A report on CSR activities is
performance evaluation of the non-executive directors annexed herewith as Annexure 1.
and executive directors under section 178(1) of the The Management had, initially at the beginning of the
Companies Act, 2013. This may be accessed on the financial year, estimated / budgeted the amount to be
Company’s website at the link: http://www.jindalsaw.com spent on the CSR activities in the range of ` 710 lakh to
/pdf/Criteia%20for%20Pe rformance%20Evaluation.pdf ` 760 lakh. However, based on the financial results for the
On the basis of the Policy for Performance Evaluation of year the amount required to be spent on CSR activities
Independent Directors, Board, Committees and other was calculated at ` 920.64 lakh. Thus, an amount of
Directors, a process of evaluation was followed by the ` 164.62 lakh is remaining to be spent on above activities
Board for its own performance and that of its committees for the financial year ended 31st March, 2018. The
and individual Directors. The details of the same have Management is in process of finalisation of the suitable
been given in the report on Corporate Governance project(s) and this amount along with the budgeted
annexed hereto. amount for the current year will be spent on CSR activities
during present financial year.
The details of programme for familiarization of
19. RISK MANAGEMENT
Independent Directors, their roles, rights, responsibilities in
the Company, nature of the industry in which the During the year, your Directors constituted a Risk
Company operates, business model of the Company and Management Committee which has been entrusted with
related matters have been uploded on the website of the the responsibility to assist the Board in (a) overseeing and
Company at the link: http://www.jindalsaw.com/pdf/ approving the Company’s enterprise wide risk
Familiarization-Programme-of-Independent-Directors-of-J management framework; and (b) identifying and
indal-Saw-Limited.pdf assessing that all the risks that the organization faces such
as strategic, financial, credit, market, liquidity, security,
15. CORPORATE GOVERNANCE property, IT, legal, regulatory, reputational and other risks
The Company is committed to maintain the highest and to ensure that there is an adequate risk management
standards of corporate governance and adhere to the infrastructure in place capable of addressing those risks.
corporate governance requirement set out by SEBI The Risk Management Policy was reviewed and
(Listing Obligations and Disclosures Requirements) approved by the Committee.
Regulation, 2015. The report on Corporate Governance as The Company manages, monitors and reports on the
stipulated under the Listing Agreement forms an integral principal risks and uncertainties that can impact its ability to
part of this Report. The requisite certificate from the M/s achieve its strategic objectives. The Company’s
S.K. Gupta & Company, Company Secretaries confirming management systems, organisational structures, processes,
compliance with the conditions of corporate governance standards, code of conduct and behaviours together form
is attached with the report on Corporate Governance. the Management System that governs how the Company
16. CREDIT RATING conducts the business and manages associated risks.
The credit rating of your Company for long term 20. INTERNAL CONTROL AND INTERNAL AUDIT SYSTEM
borrowings has been upgraded to “CARE AA-“ (positive AND THEIR ADEQUACY
outlook) revised from “CARE A(+)” and for short-term The company has developed and implemented a robust
borrowings has been reaffirmed as “CARE A1(+)”, by Credit system and framework of internal controls commensurate
Analysis & Research Limited (‘CARE’) on November 24, 2017. with the size, scale and complexity of its operations. The
21
ANNUAL REPORT 2017-18
BOARD’S REPORT
framework has been designed to provide reasonable Auditors’ remarks in their report read with the notes to
assurance related to financial and operational information, accounts referred to by them are self-explanatory. There
to comply with the applicable laws and to safeguard the have been no fraud reported by the Statutory Auditors of
assets of the company. This framework contains Entity the Company.
Level Controls as well as Business Process Controls. The SECRETARIAL AUDITOR
operating effectiveness and adequacy of these controls The Board had appointed Shri S. K. Gupta of M/s. S. K.
are periodically tested and validated. The internal control
Gupta & Co., Company Secretaries, to conduct Secretarial
systems are evaluated with respect to their compliance
Audit of the Company for the financial year 2017-18. The
with operating systems and policies of the company
Secretarial Audit Report for the financial year ended 31st
across all locations.
March, 2018 is annexed herewith marked as Annexure 2 to
Your Company uses the latest technology for efficient and this Report. The Secretarial Audit Report does not contain
effective operation which are the prime components of any qualification, reservation or adverse remark.
adequate internal control. SAP is extensively used to EXPLANATIONS OR COMMENTS BY THE BOARD ON
standardised the process and internal control across the EVERY QUALIFICATION, RESERVATION OR ADVERSE
company REMARK OR DISCLAIMER MADE
The Company has a well-defined Delegation of Power i. Auditors’ Report
with authority limits for approving revenue and capex There have been no fraud, qualification, reservation or
expenditure. adverse remark reported by the Statutory Auditors of
Your Company believe in zero tolerance towards the Company.
statutory compliance. The Company has a strong online ii. Secretarial Auditor’s Report
legal compliance management system and it is regularly There are no qualification, reservation or adverse
monitored for compliance. remark reported by the Secretarial Auditors in their
The Company has a strong and independent Internal Audit report.
(IA) department. The scope and authority of the IA function COST AUDIT
is defined in the Internal Audit Charter approved by the Pursuant to Section 148 of the Companies Act, 2013 read
Audit Committee. Every year, the IA department conducts with rules made thereunder, the Board, has re-appointed
Internal Audit as per Annual Internal Audit plan prepared
M/s. R. J. Goel & Co., Cost Accountants (Registration No.
based on risk assessment. This risk-based annual internal
000026), to audit the Cost Accounts of the Company for
audit plan is duly approved by the Audit Committee.
the year ending 31st March, 2019. Further, their
The IA department comprises of In-House Internal Auditors remuneration will be subject to ratification by shareholders.
and Outsourced internal auditors. In-house auditors consist The Company has submitted Cost Audit Report and other
of professionally qualified accountants, engineers and SAP documents for the year ended 31st March, 2017 with the
experienced executives. We had appointed Deloitte Central Government by filing Form CRA-4 vide SRN
Haskins & Sells LLP to carry out the Internal Audit of the G51441772 dated 28th August, 2017.
company. Outsourced auditor are using subject matter
The cost records as specified by Central Government
experts specialists to carry out risk-based audits across all
locations, thereby enabling the identification of areas under sub-section (1) of section 148 of Companies Act,
where risk management processes may need to be 2013, are made and maintained.
strengthened. Significant audit observations and corrective 23. DISCLOSURE:
action plans are presented to the Audit Committee. The MEETINGS OF THE BOARD
Audit Committee of the Board of Directors regularly reviews During the year under review, the Board of Director of the
the adequacy & effectiveness of Internal Audit and Company met 4 (Four) times on 29th May, 2017, 3rd
implementation of the recommendation including August, 2017, 7th November, 2017 and 24th January, 2018.
company’s risk management policies & system. The composition of Board of Directors during the year
The Company has made a high standard of ethics and has ended 31st March, 2018 is in conformity with Regulation 17
an operative Whistle Blower Mechanism for reporting any of the SEBI (Listing Obligations and Disclosures
act which are not in line with our policy, code of conduct Requirements) Regulations 2015 (SEBI Listing Regulations)
and ethics. A designated authority monitored the cases read with Section 149 of the Companies Act, 2013. For
reported for proper redressal. further details, please refer Report on Corporate
Governance attached to this Annual Report.
21. SECRETARIAL STANDARDS
AUDIT COMMITTEE
The Directors state that applicable Secretarial Standards,
As on 31st March, 2018 the Audit Committee comprised of
i.e. SS-1 and SS-2, relating to ‘Meetings of the Board of
5 Independent Directors and 1 Executive Director as its
Directors’ and ‘General Meetings’, respectively, have been
members. The Chairman of the Committee is an
duly followed by the Company.
Independent Director. The Members possess adequate
22. AUDITORS & THEIR REPORT knowledge of accounts, audit, finance, etc. The
STATUTORY AUDITORS composition of the Audit Committee is in conformity with
requirements as per the Section 177 of the Companies
The members of the Company had appointed Price Act, 2013 and Regulation 18 of the Securities and Exchange
Waterhouse Chartered Accountants LLP as Statutory Board of India (Listing Obligation and Disclosure
Auditors of the Company for a term of 5 (five) consecutive Requirements) Regulations, 2015.
years from conclusion of 32nd Annual General Meeting
until the conclusion of 37th Annual General Meeting. The During the year ended 31st March, 2018, the Committee
Price Waterhouse Chartered Accountant LLP have met 4 (four) times on 29th May, 2017, 3rd August, 2017, 7th
confirmed that they are not disqualified from continuing November, 2017 and 24th January, 2018. For further details,
as Auditors of the Company. please refer Report on Corporate Governance attached
to this Annual Report.
22
ANNUAL REPORT 2017-18
BOARD’S REPORT
NOMINATION AND REMUNERATION COMMITTEE PARTICULARS OF EMPLOYEES AND RELATED
DISCLOSURES
As on 31st March, 2018, the Nomination and Remuneration
Committee comprised of 3 Independent Directors. The In terms of the provisions of Section 197(12) of the Act read
Chairman of the Committee is an Independent Director. with rules 5(2) and 5(3) of the Companies (Appointment
The Composition of the Nomination and Remuneration and Remuneration of Managerial Personnel) Rules, 2014, a
Committee is in conformity with requirements of section statement showing the names and other particulars of the
178 the Companies Act, 2013 and SEBI (Listing Obligations employees drawing remuneration in excess of the limits
and Disclosure Requirements) Regulations, 2015 set out in the said rules are provided as Annexure 5.
During the year ended 31st March, 2018 the Committee Disclosures pertaining to remuneration and other details
met 2 (twice) on 29th May, 2017 and 3rd August, 2017. For as required under Section 197(12) of the Act read with rule
further details, please refer Report on Corporate 5(1) of the Companies (Appointment and Remuneration of
Governance attached to this Annual Report. Managerial Personnel) Rules, 2014 are provided as
Annexure 6.
CORPORATE SOCIAL RESPONSIBILITY COMMITTEE (CSR
COMMITTEE) BUSINESS RESPONSIBILITY REPORT
As on 31st March, 2018, the CSR Committee comprised of As per Regulation 34(f) of SEBI (Listing Obligations and
Dr. Raj Kamal Agarwal, Independent Director, as Chairman Disclosures Requirement) Regulations 2015, the Annual
and Ms. Sminu Jindal, Managing Director and Shri Neeraj Report shall contain business responsibility report (BRR)
Kumar, Group CEO & Whole-time Director as other describing the initiatives taken by the Company from
members. The Composition of the CSR Committee is in environmental, social and governance perspective.
conformity with requirements of the Companies Act, 2013. Having regard to the green initiative, the BRR is made
During the year ended 31st March, 2018 the Committee available on the Company’s website at
met 1 (once) on 30th March, 2018. www.jindalsaw.com.
VIGIL MECHANISM 24. PUBLIC DEPOSITS
The Vigil Mechanism of the Company, which also During the year ended 31st March, 2018, the Company had
incorporates a whistle blower policy in terms of the SEBI not accepted any public deposits and no amount on
(Listing Obligations and Disclosure Requirements) account of principal or interest on public deposits was
Regulations, 2015. As per the said policy the protected outstanding as on 31st March, 2018.
disclosures can be made by a whistle blower through an
e-mail, or a letter to the Compliance Officer or Group 25. ANY SIGNIFICANT AND MATERIAL ORDERS PASSED BY
CEO & Whole-time Director or to the Chairman of the THE REGULATORS OR COURTS OR TRIBUNALS
Audit Committee. IMPACTING THE GOING CONCERN STATUS AND
COMPANY’S OPERATIONS IN FUTURE
The Policy on vigil mechanism and whistle blower may be
accessed on the Company’s website at the link: http:// During the financial year there was no such significant
www.jindalsaw.com/pdf/vigil-mechanism-policy.pdf material orders passed by the regulators or courts or
tribunals impacting the going concern status and
PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, Company’s operations in future.
GUARANTEES GIVEN AND SECURITIES PROVIDED
26. THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
Particulars of loans given, investments made, guarantees (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
given and securities provided along with the purpose for
which the loan or guarantee or security were proposed The Company has a policy for prevention of sexual
to be utilized by the recipient are provided in the harassment of women at workplace and a Committee as
standalone financial statements (Please refer to Notes 7, 9, required. No complaint of sexual harassment was
17 & 46 to the standalone financial statements). received during the year.
PARTICULARS REGARDING CONSERVATION OF ENERGY, 27. ACKNOWLEDGEMENT
ETC. Your Directors express their grateful appreciation to
Information pursuant to the provision of Section 134 of concerned Departments of Central / State Governments,
Companies Act, 2013 read with the rule 8 of Companies Financial Institutions & Bankers, Customers and Vendors
(Accounts) Rules, 2014 regarding conservation of energy, for their continued assistance and co-operation. The
technology absorption and foreign exchange earnings Directors also wish to place on record their deep sense of
and outgo are given in the statement annexed hereto as appreciation for the committed services of the
Annexure 3. employees at all levels. They are also grateful for the
confidence and faith that you have reposed in the
ANNUAL RETURN Company as its member.
Extract of Annual Return of the Company is annexed
herewith as Annexure 4.
23
ANNUAL REPORT 2017-18
BOARD’S REPORT
Annexure - 1
Annual Report on Corporate Social Responsibility (CSR) activities for the financial year 2017-18
1 A brief outline of the Company’s CSR Policy including overview of Refer Sections:
projects or programs proposed to be undertaken and a reference to (a) Corporate Social Responsibility and
the web-link to the CSR Policy and projects or programs and the
composition of CSR Committee. (b) Disclosures: CSR Committee in this Report
Details of amount spent of CSR activities during the financial year 2017-18
Sr. CSR Project Sector in which the project is covered Project of Amount Amount spent Cummul Amount
No. or Activity (Schedule VII of the Companies Act, Program (1) Outlay on the Projects -ative spent
Identified 2013, as amended) Local Area or (Budget) or or Programs Sub Expenditure direct or
Other (2) Program Heads: (1) Direct upto the through
Specify the state wise (`) Expenditure on reporting Implemen
and district Projects or period i.e. ting
where the Programs (2) FY 2017-18 Agency
projects and Overheads (`) (`)
programs was
undertaken
1 Donation to Promoting education, including special Delhi - 1,49,850 1,49,850 Through
Arya Gurukul education and employment enhancing Implement-
Tihar Gram vocation skills especially among children, ing Agency
women, elderly, and the differently abled
and livelihood enhancement projects
24
ANNUAL REPORT 2017-18
BOARD’S REPORT
Sr. CSR Project Sector in which the project is covered Project of Amount Amount spent Cummul Amount
No. or Activity (Schedule VII of the Companies Act, Program (1) Outlay on the Projects -ative spent
Identified 2013, as amended) Local Area or (Budget) or or Programs Sub Expenditure direct or
Other (2) Program Heads: (1) Direct upto the through
Specify the state wise (`) Expenditure on reporting Implemen
and district Projects or period i.e. FY ting
where the Programs (2) 2017-18 (`) Agency
projects and Overheads (`)
programs was
undertaken
7 Distribution Ensuring environmental sustainability, Bhilwara, - 22,43,164 95,20,014 Through
of Green ecological balance, protection of flora and Rajasthan Implement-
Fooder for fauna, animal welfare, agro forestry, ing Agency
Cows at conservation of natural resources and
Gaushala maintaining quality of soil, air and water
including contribution to the ‘Clean Ganga
Fund’ set-up by the Central Government
for rejuvenation of river Ganga;
8 Provided Promoting education, including special Bhilwara, - 5,10,014.08 1,00,30,028 Through
tree guard education and employment enhancing Rajasthan Implement-
for Repair vocation skills especially among children, ing Agency
and women, elderly, and the differently abled
Maintenance and livelihood enhancement projects
of Building
9 Donation for Measures for the benefit of armed forces Bhilwara, - 2,00,000 1,02,30,028 Through
FINANCIAL veterans, war widows and their Rajasthan Implement-
ASISITANCE dependents; ing Agency
TO DIST
SOLDIER
WELFARE
10 Donation to Promoting education, including special Bhilwara, - 7,22,000 1,09,52,028 Through
different education and employment enhancing Rajasthan Implement-
agencies vocation skills especially among children, ing Agency
women, elderly, and the differently abled
and livelihood enhancement projects
11 Donation for Eradicating hunger, poverty and Bhilwara, - 1,48,500 1,11,00,528 Through
SPINE CARE malnutrition; promoting health care Rajasthan Implement-
& POSTURE including preventive health care and ing Agency
Programe sanitation including contribution to the
‘Swachh Bharat Kosh’ set-up by the
Central Government for the promotion
of sanitation and making available safe
drinking water;
12 Donation to Eradicating hunger, poverty and Bhilwara, - 20,25,194 1,31,25,722 Through
MG malnutrition; promoting health care Rajasthan Implement-
HOSPITAL including preventive health care and ing Agency
sanitation including contribution to the
‘Swachh Bharat Kosh’ set-up by the
Central Government for the promotion
of sanitation and making available safe
drinking water;
13 Donation for Promoting education, including special Bhilwara, - 5,83,66,990 7,14,92,712 Through
construction education and employment enhancing Rajasthan Implement-
in nearby vocation skills especially among children, ing Agency
villages women, elderly, and the differently abled
and livelihood enhancement projects
14 Educational Promoting education, including special Paragpar and - 2,76,734 7,17,69,446 Through
Activities in education and employment enhancing Samaghogha, Implement-
village vocation skills especially among children, Gujarat ing Agency
Paragpar and women, elderly, and the differently abled
Samaghogha and livelihood enhancement projects
25
ANNUAL REPORT 2017-18
BOARD’S REPORT
Sr. CSR Project Sector in which the project is covered Project of Amount Amount spent Cummul Amount
No. or Activity (Schedule VII of the Companies Act, Program (1) Outlay on the Projects -ative spent
Identified 2013, as amended) Local Area or (Budget) or Programs Sub Expenditure direct or
Other (2) or Heads: (1) Direct upto the through
Specify the state Program Expenditure on reporting Implemen
and district wise (`) Projects or period i.e. FY ting
where the Programs (2) 2017-18 (`) Agency
projects and Overheads (`)
programs was
undertaken
15 Provided Eradicating hunger, poverty and Paragpar and - 3,63,627 7,21,33,074 Through
Medical malnutrition; promoting health care Samaghogha, Implement-
amenities in including preventive health care and Gujarat ing Agency
nearby sanitation including contribution to the
villages ‘Swachh Bharat Kosh’ set-up by the Central
Government for the promotion of sanitation
and making available safe drinking water;
16 Distribution Ensuring environmental sustainability, Paragpar and - 19,79,613 7,14,12,687 Through
of Green/ ecological balance, protection of flora and Samaghogha, Implement-
Dry Grass in fauna, animal welfare, agro forestry, Gujarat ing Agency
nearby conservation of natural resources and
villages maintaining quality of soil, air and water
including contribution to the ‘Clean Ganga
Fund’ set-up by the Central Government for
rejuvenation of river Ganga;
17 Provided Eradicating hunger, poverty and Paragpar and - 3,52,748 7,44,65,435 Through
FLOOD malnutrition; promoting health care Samaghogha, Implement-
RELIEF including preventive health care and Gujarat ing Agency
MATERIAL sanitation including contribution to the
RASHAN KIT ‘Swachh Bharat Kosh’ set-up by the Central
FOR Government for the promotion of sanitation
BANASKATHA and making available safe drinking water;
18 SOCIAL Promoting education, including special Paragpar and - 74,820 7,45,40,255 Through
ACTIVITY at education and employment enhancing Samaghogha, Implement-
BHUJPAR vocation skills especially among children, Gujarat ing Agency
VILLAGE women, elderly, and the differently abled
and livelihood enhancement projects
19 Donation to Eradicating hunger, poverty and Kosi - 6,46,679 7,51,86,934 Through
provide safe malnutrition; promoting health care Implement-
drinking including preventive health care and ing Agency
water and sanitation including contribution to the
others ‘Swachh Bharat Kosh’ set-up by the Central
Government for the promotion of sanitation
and making available safe drinking water;
20 Donated Ceiling Promoting education, including special Nashik, - 9,251 7,51,96,184 Through
Fan to Gharkul education and employment enhancing Maharashtra Implement-
Parivar Mentally vocation skills especially among children, ing Agency
challenged women, elderly, and the differently abled
children and livelihood enhancement projects
sansthan
21 Donation of Ensuring environmental sustainability, Nashik, - 80,000 7,52,76,184 Through
fodder at ecological balance, protection of flora and Maharashtra Implement-
gaushala fauna, animal welfare, agro forestry, ing Agency
conservation of natural resources and
maintaining quality of soil, air and water
including contribution to the ‘Clean Ganga
Fund’ set-up by the Central Government for
rejuvenation of river Ganga;
22 Providing Promoting education, including special Nashik, - 24,000 7,53,00,184 Through
salary to education and employment enhancing Maharashtra Implement-
teachers at vocation skills especially among children, ing Agency
nearby village women, elderly, and the differently abled
and livelihood enhancement projects
26
ANNUAL REPORT 2017-18
BOARD’S REPORT
Sr. CSR Project Sector in which the project is covered Project of Amount Amount spent Cummul Amount
No. or Activity (Schedule VII of the Companies Act, Program (1) Outlay on the Projects -ative spent
Identified 2013, as amended) Local Area or (Budget) or Programs Sub Expenditure direct or
Other (2) or Heads: (1) Direct upto the through
Specify the state Program Expenditure on reporting Implemen
and district wise (`) Projects or period i.e. FY ting
where the Programs (2) 2017-18 (`) Agency
projects and Overheads (`)
programs was
undertaken
23 Expenditure Promoting education, including special Bellary, - 1,25,000 7,54,25,184 Through
on education and employment enhancing Karnataka Implement-
improvement vocation skills especially among children, ing Agency
of school women, elderly, and the differently abled
Education and livelihood enhancement projects
24 Donation for Promoting education, including special Bellary, - 2,000 7,54,27,184 Through
World education and employment enhancing Karnataka Implement-
Handicappe vocation skills especially among children, ing Agency
d Day women, elderly, and the differently abled
and livelihood enhancement projects
25 Supply of Eradicating hunger, poverty and Bellary, - 1,75,500 7,56,02,684 Through
safe drinking malnutrition; promoting health care Karnataka Implement-
water and including preventive health care and ing Agency
distribution sanitation including contribution to the
of sweets at ‘Swachh Bharat Kosh’ set-up by the Central
nearby Government for the promotion of sanitation
village and making available safe drinking water;
27
ANNUAL REPORT 2017-18
BOARD’S REPORT
Annexure - 2
SECRETARIAL AUDIT REPORT
For the Financial Year ended on 31st March, 2018
[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014]
To,
The Members,
Jindal Saw Limited
A-1, UPSIDC Industrial Area, Nandgaon Road,
Kosi Kalan, Distt. Mathura – 281403 (U.P.)
We have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate
practices by Jindal Saw Limited (hereinafter called the ‘Company’). Secretarial Audit was conducted in a manner that provided us a
reasonable basis for evaluating the corporate conducts / statutory compliances and expressing our opinion thereon.
Based on our verification of the Company’s books, papers, minute books, forms and returns filed and other records maintained by
the Company and also the information provided by the Company, its officers, agents and authorized representatives during the
conduct of Secretarial Audit, We hereby report that in our opinion, the Company has during the Financial year ended on 31st March,
2018 (‘Audit Period’) complied with the statutory provisions listed hereunder and also that the Company has proper
Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:
We have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the
financial year ended on 31st March, 2018 according to the provisions of:
(i) The Companies Act, 2013 (the ‘Act’) and the Rules made thereunder;
(ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the Rules made thereunder;
(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;
(iv) Foreign Exchange Management Act, 1999 and the Rules and Regulations made thereunder to the extent of Foreign Direct
Investment, Overseas Direct Investment and External Commercial Borrowings;
(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act’):-
(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;
(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;
(c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009;
(d) The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme)
Guidelines, 1999 and The Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 (Not
applicable as the Company has not framed any such Scheme during the Audit Period);
(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008;
(f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding
the Companies Act and dealing with client (Not applicable as the Company is not registered as Registrar to issue and Share
Transfer Agent during the Audit Period);
(g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009 (Not applicable as the Company
has not delisted / proposed to delist its Equity Shares from any Stock Exchange during the Audit Period); and
(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998 (Not applicable to the Company as
the Company has not bought back / proposed to buy-back any of its securities during the Audit Period).
We further report that having regard to the compliance system prevailing in the Company and on examination of the relevant
documents and records in pursuance thereof, on test-check basis and representation made by the Company and its officers, the
Company has complied with the following laws applicable specifically to the Company
(a) The Mines Act, 1952 and the Rules, Regulations made thereunder;
(b) Mines and Minerals (Development & Regulation) Act, 1957 and the Rules, Regulations made thereunder;
(c) Explosives Act, 1884 and Rules made thereunder;
(d) Applicable Environmental laws and Rules made thereunder.
We have also examined compliance with the applicable Clauses of the following:
(i) Secretarial Standards with regard to Meetings of Board of Directors (SS-1) and the General Meetings (SS-2) issued by The
Institute of Company Secretaries of India.
(ii) The Listing Agreements entered into by the Company with BSE Limited (BSE) and National Stock Exchange of India Limited
(NSE) and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards
etc. mentioned above.
28
ANNUAL REPORT 2017-18
BOARD’S REPORT
We further report that the Board of Directors of the Company is duly constituted with proper balance of Executive Directors,
Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during
the period under review were carried out in compliance with the provisions of the Act. Adequate notice is given to all Directors to
schedule the Board Meetings, Agenda and detailed notes on agenda were sent at least seven days in advance and a system exists
for seeking and obtaining further information and clarifications on the agenda items before the Meeting and for meaningful
participation at the Meeting. All decisions at Board Meetings and Committee Meetings are carried out unanimously as recorded in
the Minutes of the Meetings of the Board of Directors or Committees of the Board, as the case may be.
We further report that based on the information provided by the Company, its officers and authorised representatives during the
conduct of Audit and review of Internal Auditor’s Report, periodical Compliance Reports submitted by respective Departmental
heads and taken on record by the Audit Committee / Board of Directors of the Company and the Compliance Management System
in place, in our opinion there are adequate systems and processes in the Company commensurate with the size and operations of
the Company to monitor and ensure compliance with applicable Laws, Rules, Regulations and Guidelines.
We further report that during the Audit Period there were following specific events / actions having a major bearing on Company’s
affairs in pursuance of the above-referred laws, rules, regulations, guidelines, standards etc.:-
(a) The members at the 32nd Annual General Meeting of the Company held on 25th September, 2017 by a Special Resolution:
(i) approved the proposal for making issue of Secured / Unsecured Redeemable Non-convertible Debentures, in one or
more trances, aggregating up to ` 1,000 Crores (Rupees One Thousand Crores Only) on private placement basis.
(ii) approved the proposal for issuance of Equity Shares and / or Fully Convertible Debentures / Partly Convertible Debentures
/ Optionally Convertible Debentures / Non-Convertible Debentures with warrants or any other Securities or a combination
thereof to Qualified Institutional Buyers up to an aggregate amount not exceeding ` 1,000 Crores by way of a Qualified
Institutions Placement.
(iii) approved the proposal for issuance of Global Depository Receipts (“GDR”) and / or American Depository Receipts (“ADR”)
and / or Foreign Currency Convertible Bonds (“FCCB”) and / or Convertible Bonds / Debentures and / or Euro-Convertible
Bonds or other types of securities representing either Equity Shares and / or Convertible securities in India or in one or
more foreign market(s) up to US$ 150 million or equivalent to other currencies.
(b) During the Audit period, the following changes have taken place in direct and indirect subsidiary(ies) consequent to acquisition
/ divestment :-
SI. No. Name of Company Status
1. Quality Iron and Steel Limited The Company has acquired 24,500 Equity Shares ` 10/- each representing 49%
of the total Paid-up Share Capital of Quality Iron and Steel Limited thereby
Quality Iron and Steel Limited has become a Wholly-owned Subsidiary of the
Company on 26.03.2018.
2. Jindal ITF Limited Jindal Saw Limited has disposed of 47,65,772 Equity Shares of ` 10/- each in
Jindal ITF Limited (representing 6% of total capital), thereby reducing its stakef
rom 57% to 51% on 30.08.2017.
(c) The Company has redeemed 1000, 10.75% [Series 1(C)] Non-Convertible Debentures (NCDs) of the face value of ` 10,00,000/-
each aggregating to ` 100.00 Crores on 7th April, 2017.
(d) The Company has remitted the last installments of External Commercial Borrowings of US$ 7,600,000 from Deutsche Bank and
US$ 24,826,233.56 from ICICI Bank Limited. Accordingly, the External Commercial Borrowings of US$ 19,000,000 and US$
73,018,334 from the above Banks raised in the year 2011 stand fully repaid.
Note: This Report to be read with our letter of even date which is marked as Annexure and forms an integral part of this Report.
29
ANNUAL REPORT 2017-18
BOARD’S REPORT
ANNEXURE TO SECRETARIAL AUDIT REPORT
To,
The Members,
Jindal Saw Limited
[CIN: L27104UP1984PLC023979]
A-1, UPSIDC Industrial Area, Nandgaon Road,
Kosi Kalan,
Distt. Mathura – 281403 (U.P.)
Our Secretarial Audit Report for the Financial year 31st March, 2018 is to be read along with this letter
Management’s Responsibility
1. It is the responsibility of the Management of the Company to maintain Secretarial records, devise proper systems to ensure
compliance with the provisions of all applicable laws and regulations and to ensure that the systems are adequate and operate
effectively.
Auditor’s Responsibility
2. Our responsibility is to express an opinion on these Secretarial records, Standards and procedures followed by the Company
with respect to Secretarial compliances.
3. We believe that audit evidence and information obtained from the Company’s management is adequate and appropriate for
us to provide a basis for our opinion.
4. Wherever required, we have obtained the management’s representation about the compliance of laws, rules and regulations
and happening of events etc.
Disclaimer
5. The Secretarial Audit Report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness
with which the management has conducted the affairs of the Company.
6. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company.
30
ANNUAL REPORT 2017-18
BOARD’S REPORT
Annexure - 3
Particulars of Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo required under the
Companies (Accounts) Rules, 2014
I. CONSERVATION OF ENERGY
(A) Steps taken on conservation of Energy
1. To increase power factor, present APFC panel capacity has been extended & another 600 KVAR capacitor panel installed
at JCO-3 plant.
2. Replacement of traditional light (high bay lights, sodium vapour light, mercury vapours lights etc.) with LED lights at various
plants unit.
3. Timer & Light sensors provided in all LD plants for High mast, street light & manual time measurement and installation of
VFD drives.
4. Installed a panel for centralized control of all lighting at final area in 3LPE plant for better controlling and minimizing
unnecessary wastage of power.
5. All new plants erected in this year are equipped with advanced energy efficient drives, automated systems,
6. Tracking of electrical equipment and motors which are very old in nature, and drawing more power due to poor
condition are being replaced with proper planning.
7. The average power factor is maintained at about 0.99 and getting 100% rebate on energy purchased. Moreover, power
factor of all plants are very closely monitored and ensure immediate action in case of any deviation.
8. Replaced all the low rated capacitors with high rated capacitors in harmonics panel and change its module with a
controller to scan and maintain the power factor.
9. Frequency base Inverter drive will be installed on power pack motors of Trolley and swell trolley.
10. Every air points will be controlled through machine operations to optimize compressor output and automation and
frequency based Inverter drive will be installed on Power packs in plant.
11. Energy Management system (Data Logger) will be implemented for measurement and reporting for distribution panels for
controlled monitoring.
12. Provision of thyristorised control for resistive heating furnace at cold Mill Plant.
13. Additional capacitor panel of 300 KVAR installed by analysing energy at internal coating plant which helps in enhancing
power factor.
14. One common Hyd. Power pack provided instead of 5 nos. small power pack in coating plant.
15. Installed Drive panel for Pipe conveying system from 3 LPE final to ICP, Pyrometer for bare pipe and PE film and adhesive
film to monitor temperature,. All these measures are useful for minimising other form of energy loss.
16. Provided Level sensor at PE & induction cooling unit Tank to control wastage of water and ensure proper working of
cooling unit. Additionally, thickener flush water pumps were removed from the circuits by providing water from existing
process water circuit.
17. Feed rates of plants increased from 80 TPH to 151 TPH which reduced the specific power per ton of feed by 5.67 kWh per
MT.
18. Magnet circuit and BM3 slurry pump was modified during the year resulting in energy and cost savings for the company.
19. Dry fog system installed in the plant hoppers to reduce dust in plant which eventually improves working condition and life
of equipment.
20. BM 7 lifter bar of feed end face height increased from 180 mm to 210 mm which increases the life from 6000 run hrs to
8000 run hrs.
21. Grade 60 concentrate diverted from yard to grinding circuit thereby eliminated yard operation (dewatering pump &
flocculent dosing system) and logistic cost ` 23.9 lakhs per year.
22. Energy audit conducted through certified energy auditors.
(B) Steps taken for utilizing alternate source of energy
1. Installation and commissioning of 1870 KW Solar roof top is completed and energy is being used in the operations. Further,
installation and commissioning of up to 1MW solar system on shed roof of Spiral plant is under progress.
31
ANNUAL REPORT 2017-18
BOARD’S REPORT
(C) Capital investment on energy conversation equipment
1. To enhance capacity & to upgrade technology to meet stringent requirement of clients converted 12 meter 3 LPE plant &
internal coating plant into 24 meter coating plant (3 LPE & Internal coating plant)
2. Installing robotic system for complete Pipe dimension measurement & pipe marking system at JCO-3 plant & coating plant.
3. Installing coupler plant and weigh feeders for increased process and quality reliability and efficiency.
4. Investment of 35 lacs for installation of LED Light in entire 3 LPE, Coupler & Internal Coating Plant
5. Investment 28 lacs for installation of 1250 KVAR APFC Panel at 3LPE substation
6. Investment of 3.5 lakhs for merging of GEB power.
7. Modification in classification system (Hydro Clones) and magnet circuit for increased capacity and better efficiency.
(C.1) IMPACT OF ABOVE MEASURES
1. Savings of ` 0.40 lakhs per month coming after installation of extended capacitor panel for JCO-3 plant
2. Electrical Power savings benefit up to 91,210 units per month after changing the energy efficient LED lights, installation of
VFD drives and on-grid solar systems i.e. Cost benefit of ` 98.2 lakhs per annum.
3. Replacement of one common power pack instead of 5 small power packs led to energy saving of 10,230 units per month
which further led to cost savings of ` 9.2 lakhs per annum.
4. Power purchase through IEX with proper load analysis and careful bidding led to cost savings of ` 3 crores per annum.
5. ` 2.60 Cr. saved towards power factor incentive during year 2017-18.
6. Installation of an Intelligent Flow Control (IFC) for air compressor system in pellet area, resulted in energy saving of around
1200 KWH per month and cost reduction of 0.84 lakhs per month.
7. Increasing the feed rates of plant reduced the energy consumption by 174.83 lakhs KWH which further resulted in cost
savings of 1,249 lakhs during the year.
II. TECHNOLOGY ABSORPTION
(A) Efforts made towards technology absorption:
The Company has a policy of technology absorption and makes continuous efforts to bring Innovation in all spheres of its
activities. Wherever applicable, the latest technology is sourced by the Company from outside and adopted for its activities.
(B) Benefit derived like product improvement, cost reduction, product development or import substitute:
The Company has embedded R&D activities into its manufacturing process which is continuous activity. The constant efforts are
made to improve production efficiency, maximizing revenue and minimizing expenditure and impact on environment. The
benefits of ongoing continuous R&D as embedded in the manufacturing process are derived by achieving the desired results.
(C) Imported technology:
The Company has not imported technology from outside during the relevant period.
(D) Expenditure incurred on Research and Development:
Since the Research and Development is inbuilt and continuous process, no specific expenditure has been allocated under the
head “Expenditure on R & D”.
III. FOREIGN EXCHANGE REALISATION AND OUTGO:
(` lakhs)
Current year Ended Previous year Ended
March 31, 2018 March 31, 2017
32
ANNUAL REPORT 2017-18
BOARD’S REPORT
Annexure - 4
FORM NO. MGT 9
EXTRACT OF ANNUAL RETURN
Pursuant to Section 92 (3) of the Companies Act, 2013 and rule 12(1) of the Company (Management & Administration) Rules, 2014.
1 CIN L27104UP1984PLC023979
2 Registration Date 31.10.1984
3 Name of the Company Jindal Saw Limited
4 Category/Sub-category of the Company Company limited by shares
Indian Non-Government Company
5 Address of the Registered office & contact details A-1,UPSIDC Industrial Area, Nandgaon Road,
Kosi Kalan, Mathura, Uttar Pradesh-281403
Tel. No.- + 91 (11) 26188345; 26188360-74,
Fax no.- 011- 26170691
E-mail- [email protected]
6 Whether listed company Yes
7 Name, Address & contact details of the Registrar & RCMC Share Registry (P) Ltd.
Transfer Agent, if any. B-25/I, 1st Floor, Okhla Industrial Area, Phase-II,
New Delhi- 110020
Phn:- 011- 26387320/21,
E-mail:- [email protected]
33
ANNUAL REPORT 2017-18
BOARD’S REPORT
34
ANNUAL REPORT 2017-18
BOARD’S REPORT
IV. SHARE HOLDING PATTERN (Equity share capital breakup as percentage of total equity)
(i) Category-wise Share Holding
Category of No. of Shares held at the beginning of No. of Shares held at the end of the year %
Shareholders the year [As on March 31, 2017] [As on March 31, 2018 ] Change
during
Demat Physical Total % of Total Demat Physical Total % of Total the year
Shares Shares
A. Promoters
(1) Indian
a) Individual/ HUF 68,98,900 - 68,98,900 2.16% 1,04,03,000 - 1,04,03,000 3.25% 1.10%
b) Central Govt - - - - - - - - -
c) State Govt(s) - - - - - - - - -
d) Bodies Corp. 10,51,15,305 26,67,000 10,77,82,305 33.71% 10,71,86,305 26,67,000 10,98,53,305 34.36% 0.65%
e) Banks / FI - - - - - - - - -
f) Any other - - - - - - - - -
Sub Total (A) (1) 11,20,14,205 26,67,000 11,46,81,205 35.87% 11,75,89,305 26,67,000 12,02,56,305 37.61% 1.74%
(2) Foreign
a) NRI Individuals 57,49,400 - 57,49,400 1.80% 1,74,900 - 1,74,900 0.05% -1.74%
b) Other Individuals - - - - - - - - -
c) Bodies Corp. 5,09,22,096 - 5,09,22,096 15.93% 5,09,22,096 - 5,09,22,096 15.93% -
d) Any other - - - - - - - - -
Sub Total (A) (2) 5,66,71,496 - 5,66,71,496 17.72% 5,10,96,996 - 5,10,96,996 15.98% -1.74%
TOTAL (A) 16,86,85,701 26,67,000 17,13,52,701 53.59% 16,86,86,301 26,67,000 17,13,53,301 53.59% -
B. Public
Shareholding
1. Institutions
a) Mutual Funds 2,43,88,807 16,000 2,44,04,807 7.63% 62,21,361 7,000 62,28,361 1.95% -5.68%
b) Banks / FI 6,74,919 1,000 6,75,919 0.21% 3,55,822 1,000 3,56,822 0.11% -0.1%
c) Central Govt - - - - - - - - -
d) State Govt(s) - - - - - - - - -
e) Venture Capital - - - - - - - - -
Funds
f) Insurance 70,40,536 - 70,40,536 2.20% 70,40,536 - 70,40,536 2.20% -
Companies
g) FIIs/FPIs 3,59,56,120 19,500 3,59,75,620 11.25% 4,09,08,597 8,000 4,09,16,597 12.80% 1.55%
h) Foreign Venture - - - - - - - - -
Capital Funds
i) Others (specify) - - - - - - - - -
Sub-total (B)(1):- 6,80,60,382 36,500 6,80,96,882 21.30% 5,45,26,316 16,000 5,45,42,316 17.06% -4.24%
2. Non-Institutions
a) Bodies Corp. 84,92,485 3,02,19,000 3,87,11,485 12.11% 1,42,35,185 3,01,84,250 4,44,19,435 13.89% 1.79%
b) Individuals
i) Individual 3,08,46,989 13,89,380 3,22,36,369 10.08% 3,31,41,116 11,05,250 3,42,46,366 10.71% 0.63%
shareholders
holding nominal
share capital
upto ` 1 lakh
ii) Individual 50,93,707 - 50,93,707 1.59% 1,07,64,228 - 1,07,64,228 3.37% 1.77%
shareholders
holding nominal
share capital in
excess of ` 1 lakh
35
ANNUAL REPORT 2017-18
BOARD’S REPORT
Category of No. of Shares held at the beginning of No. of Shares held at the end of the year %
Shareholders the year [As on March 31, 2017] [As on March 31, 2018 ] Change
during
Demat Physical Total % of Total Demat Physical Total % of Total the year
Shares Shares
c) Others (specify)
Non Resident 20,19,468 1,05,000 21,24,468 0.66% 12,99,696 96,250 13,95,946 0.44% -0.23%
Indians
Overseas - - - - - - - - -
Corporate
Bodies
Clearing 19,58,114 - 19,58,114 0.61% 19,26,219 - 19,26,219 0.60% -0.01%
Members
Trusts 44,660 - 44,660 0.01% 8,137 - 8,137 0.00% -0.01%
NBFCs registered 1,35,731 - 1,35,731 0.04% 8,33,208 - 8,33,208 0.26% 0.22%
with RBI
IEPF - - - 0.00% 264,961 - 264,961 0.08% 0.08%
Sub-total (B)(2):- 4,85,91,154 3,17,13,380 8,03,04,534 25.11% 6,24,72,750 3,13,85,750 9,38,58,500 29.35% 4.24%
Total Public (B) 11,66,51,536 3,17,49,880 14,84,01,416 46.41% 11,69,99,066 3,14,01,750 14,84,00,816 46.41% 0.00%
C. Shares held by - - - - - - - - -
Custodian for
GDRs & ADRs
Grand Total 28,53,37,237 3,44,16,880 31,97,54,117 100.00% 28,56,85,367 3,40,68,750 31,97,54,117 100.00% 0.00%
(A+B+C)
36
ANNUAL REPORT 2017-18
BOARD’S REPORT
S. Shareholder’s Name Shareholding at the beginning Shareholding at the end of the year % change in
No. of the year
shareholding
No. of % of total % of total No. of % of total % of total during the
Shares Shares of Shares Shares Shares of Shares year
the Pledged/ the Pledged/
company encumbered company encumbered
to total to total
shares shares
15 Nalwa Sons 5,35,50,000 16.75% - 5,35,50,000 16.75% - -
Investments Limited
16 Naveen Jindal 2,18,700 0.07% - 2,18,700 0.07% - -
17 Naveen Jindal 6,600 0.00% - 6,600 0.00% - -
18 OPJ Trading Private 77,74,332 2.43% 99.04% 77,74,332 2.43% 99.04% -
Limited
19 P R Jindal HUF. 21,600 0.01% - 21,600 0.01% - -
20 Parth Jindal 100 0.00% - 100 0.00% - -
21 Prithavi Raj Jindal 98,700 0.03% - 98,700 0.03% - -
22 R K Jindal & Sons HUF. 81,600 0.03% - 81,600 0.03% - -
23 Ratan Jindal 76,200 0.02% - 76,200 0.02% - -
24 S K Jindal And Sons HUF. 21,600 0.01% - 21,600 0.01% - -
25 Sahyog Holdings 100 0.00% - 100 0.00% - -
Private Limited
26 Sajjan Jindal 100 0.00% - 100 0.00% - -
27 Sajjan Jindal As - - 100 0.00% 0.00%
Trustee of Sajjan Jindal
Family Trust
28 Sajjan Jindal As - - - 100 0.00% - 0.00%
Trustee Of Sajjan Jindal
Lineage Trust
29 Sajjan Jindal As - - - 100 0.00% - 0.00%
Trustee Of Sangita
Jindal Family Trust
30 Sajjan Jindal As - - - 100 0.00% - 0.00%
Trustee Of Tarini Jindal
Family Trust
31 Sajjan Jindal As Trustee - - - 100 0.00% - 0.00%
of Tanvi Jindal
Family Trust
32 Sajjan Jindal As Trustee - - - 100 0.00% - 0.00%
of Parth Jindal
Family Trust
33 Sangita Jindal 100 0.00% - 100 0.00% - -
34 Savitri Devi Jindal 1,03,800 0.03% - 1,03,800 0.03% - 0.00%
35 Siddeshwari Tradex 1,30,04,485 4.07% - 1,30,04,485 4.07% - 0.00%
Private Limited
36 Sminu Jindal 15,000 0.00% - 15,000 0.00% - 0.00%
37 Systran Multiventures 2,04,600 0.06% - 2,04,600 0.06% - 0.00%
Private Limited
38 Tanvi Shete 100 0.00% - 100 0.00% - 0.00%
39 Tarini Jindal Handa 100 0.00% - 100 0.00% - 0.00%
40 Templar Investments 18,56,500 0.58% - 18,56,500 0.58% - 0.00%
Limited
41 Tripti Jindal 15,000 0.00% - 15,000 0.00% - 0.00%
42 Urvi Jindal 30,000 0.01% - 30,000 0.01% - 0.00%
43 Vinamra Consultancy 100 0.00% - 100 0.00% - 0.00%
Pvt Ltd
44 Virtuous Tradecorp 29,16,568 0.91% - 29,16,568 0.91% - 0.00%
Private Limited
37
ANNUAL REPORT 2017-18
BOARD’S REPORT
38
ANNUAL REPORT 2017-18
BOARD’S REPORT
(iv) Shareholding Pattern of top ten Shareholders
(Other than Directors, Promoters and Holders of GDRs and ADRs):
S For Each of the Top 10 Date Reason Shareholding at the beginning Cumulative Shareholding
No. Shareholders of the year during the year
No. of shares % of total No. of shares % of total
shares shares
1 SIGMATECH INC.
At the beginning of the year 3,01,20,000 9.42% 3,01,20,000 9.42%
Changes during the year - 0.00% 3,01,20,000 9.42%
At the end of the year 3,01,20,000 9.42%
2 RELIANCE CAPITAL TRUSTEE COMPANY LIMITED A/C
At the beginning of the year 2,38,29,307 7.45% 2,38,29,307 7.45%
Changes during the year 02/06/2017 Transfer 1,00,000 0.03% 2,39,29,307 7.48%
23/06/2017 Transfer (3,02,110) -0.09% 2,36,27,197 7.39%
07/07/2017 Transfer (5,00,000) -0.16% 2,31,27,197 7.23%
21/07/2017 Transfer (3,22,882) -0.10% 2,28,04,315 7.13%
28/07/2017 Transfer (3,27,118) -0.10% 2,24,77,197 7.03%
04/08/2017 Transfer (2,00,000) -0.06% 2,22,77,197 6.97%
11/08/2017 Transfer 1,00,000 0.03% 2,23,77,197 7.00%
08/09/2017 Transfer (3,47,074) -0.11% 2,20,30,123 6.89%
15/09/2017 Transfer (25,000) -0.01% 2,20,05,123 6.88%
22/09/2017 Transfer (4,23,500) -0.13% 2,15,81,623 6.75%
06/10/2017 Transfer (4,99,933) -0.16% 2,10,81,690 6.59%
13/10/2017 Transfer (3,50,000) -0.11% 2,07,31,690 6.48%
20/10/2017 Transfer (28,925) -0.01% 2,07,02,765 6.47%
27/10/2017 Transfer (3,50,000) -0.11% 2,03,52,765 6.37%
10/11/2017 Transfer (3,54,560) -0.11% 1,99,98,205 6.25%
24/11/2017 Transfer (5,16,000) -0.16% 1,94,82,205 6.09%
01/12/2017 Transfer (16,98,804) -0.53% 1,77,83,401 5.56%
08/12/2017 Transfer (9,26,219) -0.29% 1,68,57,182 5.27%
15/12/2017 Transfer (7,93,389) -0.25% 1,60,63,793 5.02%
22/12/2017 Transfer (16,62,678) -0.52% 1,44,01,115 4.50%
29/12/2017 Transfer (23,65,992) -0.74% 1,20,35,123 3.76%
05/01/2018 Transfer (7,81,352) -0.24% 1,12,53,771 3.52%
12/01/2018 Transfer (25,50,000) -0.80% 87,03,771 2.72%
19/01/2018 Transfer (2,27,222) -0.07% 84,76,549 2.65%
26/01/2018 Transfer (9,72,778) -0.30% 75,03,771 2.35%
02/02/2018 Transfer (11,32,037) -0.35% 63,71,734 1.99%
09/02/2018 Transfer (33,64,094) -1.05% 30,07,640 0.94%
16/02/2018 Transfer (2,90,652) -0.09% 27,16,988 0.85%
23/02/2018 Transfer (66,887) -0.02% 26,50,101 0.83%
02/03/2018 Transfer (2,33,113) -0.07% 24,16,988 0.76%
09/03/2018 Transfer (5,35,879) -0.17% 18,81,109 0.59%
16/03/2018 Transfer (6,09,248) -0.19% 12,71,861 0.40%
At the end of the year 12,71,861 0.40%
3 CRESTA FUND LTD
At the beginning of the year 1,13,67,245 3.55% 1,13,67,245 3.55%
Changes during the year - 0.00% 1,13,67,245 3.55%
At the end of the year 1,13,67,245 3.55%
39
ANNUAL REPORT 2017-18
BOARD’S REPORT
S For Each of the Top 10 Date Reason Shareholding at the beginning Cumulative Shareholding
No. Shareholders of the year during the year
No. of shares % of total No. of shares % of total
shares shares
4 LIC OF INDIA PROFIT PLUS GROWTH FUND
At the beginning of the year 68,74,301 2.15% 68,74,301 2.15%
Changes during the year - 0.00% 68,74,301 2.15%
At the end of the year 68,74,301 2.15%
5 OLD MUTUAL GLOBAL INVESTORS SERIES PUBLIC LIMITED
At the beginning of the year 45,37,365 1.42% 45,37,365 1.42%
Changes during the year 15/09/2017 Transfer (3,50,000) -0.11% 41,87,365 1.31%
22/09/2017 Transfer (8,83,963) -0.28% 33,03,402 1.03%
06/10/2017 Transfer (62,425) -0.02% 32,40,977 1.01%
27/10/2017 Transfer (87,038) -0.03% 31,53,939 0.99%
24/11/2017 Transfer (1,92,918) -0.06% 29,61,021 0.93%
19/01/2018 Transfer (7,06,365) -0.22% 22,54,656 0.71%
09/02/2018 Transfer 43,187 0.01% 22,97,843 0.72%
At the end of the year 22,97,843 0.72%
6 APMS INVESTMENT FUND LTD
At the beginning of the year 23,58,610 0.74% 23,58,610 0.74%
Changes during the year - 0.00% 23,58,610 0.74%
At the end of the year 23,58,610 0.74%
7 DIMENSIONAL EMERGING MARKETS VALUE FUND
At the beginning of the year 23,05,943 0.72% 23,05,943 0.72%
Changes during the year 16/06/2017 Transfer (20,381) -0.01% 22,85,562 0.71%
30/06/2017 Transfer (51,050) -0.02% 22,34,512 0.70%
07/07/2017 Transfer (21,044) -0.01% 22,13,468 0.69%
01/09/2017 Transfer (17,581) -0.01% 21,95,887 0.69%
08/09/2017 Transfer (66,483) -0.02% 21,29,404 0.67%
15/09/2017 Transfer (23,447) -0.01% 21,05,957 0.66%
22/09/2017 Transfer (40,406) -0.01% 20,65,551 0.65%
At the end of the year 20,65,551 0.65%
8 VANGUARD TOTAL INTERNATIONAL STOCK INDEX FUND
At the beginning of the year 18,33,591 0.57% 18,33,591 0.57%
Changes during the year 15/07/2016 Transfer 124403 0.04% 19,57,994 0.61%
22/07/2016 Transfer 202188 0.06% 21,60,182 0.68%
At the end of the year 21,60,182 0.68%
9 EMERGING MARKETS CORE EQUITY PORTFOLIO (THE PORTFOLIO) OF DFA INVESTMENT DIMENSIONS GROUP INC. (DFAIDG)
At the beginning of the year 15,03,306 0.47% 15,03,306 0.47%
Changes during the year 19/01/2018 Transfer 135890 0.04% 16,39,196 0.51%
23/02/2018 Transfer 30686 0.01% 16,69,882 0.52%
At the end of the year 16,69,882 0.52%
10 VANGUARD EMERGING MARKETS STOCK INDEX FUND, ASERIES OF VANGUARD INTERNATIONAL EQUITY INDE X FUND
At the beginning of the year 14,00,889 0.44% 14,00,889 0.44%
Changes during the year 30/06/2017 Transfer 1,22,180 0.04% 15,23,069 0.48%
07/07/2017 Transfer 2,58,710 0.08% 17,81,779 0.56%
21/07/2017 Transfer 3,75,565 0.12% 21,57,344 0.67%
28/07/2017 Transfer 2,03,038 0.06% 23,60,382 0.74%
04/08/2017 Transfer 1,40,808 0.04% 25,01,190 0.78%
At the end of the year 25,01,190 0.78%
40
ANNUAL REPORT 2017-18
BOARD’S REPORT
S For Each of the Top 10 Date Reason Shareholding at the beginning Cumulative Shareholding
No. Shareholders of the year during the year
No. of shares % of total No. of shares % of total
shares shares
11 CHHATISGARH INVESTMENTS LIMITED
At the beginning of the year 13,11,000 0.41% 13,11,000 0.41%
Changes during the year 21/04/2017 Transfer 1,00,000 0.03% 14,11,000 0.44%
28/04/2017 Transfer 1,00,000 0.03% 15,11,000 0.47%
18/08/2017 Transfer 40,737 0.01% 15,51,737 0.49%
09/02/2018 Transfer 2,00,000 0.06% 17,51,737 0.55%
At the end of the year 17,51,737 0.55%
12 ALANKIT ASSIGNMENTS LTD.
At the beginning of the year 40 0.00% 40 0.00%
Changes during the year 07/04/2017 Transfer 960 0.00% 1,000 0.00%
14/04/2017 Transfer 75 0.00% 1,075 0.00%
21/04/2017 Transfer (475) 0.00% 600 0.00%
28/04/2017 Transfer (600) 0.00% - 0.00%
05/05/2017 Transfer 50 0.00% 50 0.00%
12/05/2017 Transfer (50) 0.00% - 0.00%
19/05/2017 Transfer 1,095 0.00% 1,095 0.00%
26/05/2017 Transfer (710) 0.00% 385 0.00%
02/06/2017 Transfer (75) 0.00% 310 0.00%
09/06/2017 Transfer 75 0.00% 385 0.00%
16/06/2017 Transfer (75) 0.00% 310 0.00%
23/06/2017 Transfer 7,540 0.00% 7,850 0.00%
30/06/2017 Transfer 8,672 0.00% 16,522 0.01%
07/07/2017 Transfer (2,722) 0.00% 13,800 0.00%
14/07/2017 Transfer (50) 0.00% 13,750 0.00%
21/07/2017 Transfer 5,900 0.00% 19,650 0.01%
28/07/2017 Transfer 3,647 0.00% 23,297 0.01%
04/08/2017 Transfer (2,900) 0.00% 20,397 0.01%
11/08/2017 Transfer 50 0.00% 20,447 0.01%
18/08/2017 Transfer (2,025) 0.00% 18,422 0.01%
25/08/2017 Transfer 55 0.00% 18,477 0.01%
01/09/2017 Transfer 1,020 0.00% 19,497 0.01%
08/09/2017 Transfer 7,043 0.00% 26,540 0.01%
15/09/2017 Transfer (10,745) 0.00% 15,795 0.00%
22/09/2017 Transfer 2,580 0.00% 18,375 0.01%
29/09/2017 Transfer 4,781 0.00% 23,156 0.01%
06/10/2017 Transfer (241) 0.00% 22,915 0.01%
13/10/2017 Transfer (250) 0.00% 22,665 0.01%
20/10/2017 Transfer (1,890) 0.00% 20,775 0.01%
27/10/2017 Transfer 1,035 0.00% 21,810 0.01%
03/11/2017 Transfer (7,960) 0.00% 13,850 0.00%
10/11/2017 Transfer 1,442 0.00% 15,292 0.00%
17/11/2017 Transfer 198 0.00% 15,490 0.00%
24/11/2017 Transfer (1,600) 0.00% 13,890 0.00%
01/12/2017 Transfer (2,590) 0.00% 11,300 0.00%
08/12/2017 Transfer 50 0.00% 11,350 0.00%
41
ANNUAL REPORT 2017-18
BOARD’S REPORT
S For Each of the Top 10 Date Reason Shareholding at the beginning Cumulative Shareholding
No. Shareholders of the year during the year
No. of shares % of total No. of shares % of total
shares shares
15/12/2017 Transfer 1,035 0.00% 12,385 0.00%
22/12/2017 Transfer (1,485) 0.00% 10,900 0.00%
29/12/2017 Transfer (2,280) 0.00% 8,620 0.00%
05/01/2018 Transfer (1,685) 0.00% 6,935 0.00%
12/01/2018 Transfer 17,454 0.01% 24,389 0.01%
19/01/2018 Transfer (17,899) -0.01% 6,490 0.00%
26/01/2018 Transfer (2,586) 0.00% 3,904 0.00%
02/02/2018 Transfer 301 0.00% 4,205 0.00%
09/02/2018 Transfer (2,605) 0.00% 1,600 0.00%
16/02/2018 Transfer 2,000 0.00% 3,600 0.00%
23/02/2018 Transfer (1,100) 0.00% 2,500 0.00%
02/03/2018 Transfer (2,500) 0.00% - 0.00%
16/03/2018 Transfer 1,000 0.00% 1,000 0.00%
23/03/2018 Transfer 20,70,500 0.65% 20,71,500 0.65%
30/03/2018 Transfer (20,71,500) -0.65% - 0.00%
At the end of the year - 0.00%
13 ADITYA BIRLA SUN LIFE TRUSTEE PRIVATE LIMITED
At the beginning of the year - 0.00% - 0.00%
Changes during the year 12/01/2018 Transfer 16,80,000 0.53% 16,80,000 0.53%
19/01/2018 Transfer 8,20,000 0.26% 25,00,000 0.78%
02/02/2018 Transfer 6,34,000 0.20% 31,34,000 0.98%
16/02/2018 Transfer 1,81,000 0.06% 33,15,000 1.04%
09/03/2018 Transfer (1,25,000) -0.04% 31,90,000 1.00%
23/03/2018 Transfer 1,00,000 0.03% 32,90,000 1.03%
At the end of the year 32,90,000 1.03%
14 ASHISH AGARWAL
At the beginning of the year - 0.00% - 0.00%
Changes during the year 12/01/2018 Transfer 1,15,171 0.04% 1,15,171 0.04%
19/01/2018 Transfer 15,11,902 0.47% 16,27,073 0.51%
26/01/2018 Transfer 2,00,000 0.06% 18,27,073 0.57%
09/02/2018 Transfer 1,75,000 0.05% 20,02,073 0.63%
At the end of the year 20,02,073 0.63%
15 SOYUZ TRADING COMPANY LIMITED
At the beginning of the year - 0.00% - 0.00%
Changes during the year 05/05/2017 Transfer 1,42,440 0.04% 1,42,440 0.04%
12/05/2017 Transfer 1,06,500 0.03% 2,48,940 0.08%
16/06/2017 Transfer 2,71,591 0.08% 5,20,531 0.16%
30/06/2017 Transfer 1,32,734 0.04% 6,53,265 0.20%
11/08/2017 Transfer 3,18,991 0.10% 9,72,256 0.30%
18/08/2017 Transfer 3,99,484 0.12% 13,71,740 0.43%
25/08/2017 Transfer 18,872 0.01% 13,90,612 0.43%
15/09/2017 Transfer 4,56,472 0.14% 18,47,084 0.58%
02/02/2018 Transfer (7,06,106) -0.22% 11,40,978 0.36%
At the end of the year 11,40,978 0.36%
42
ANNUAL REPORT 2017-18
BOARD’S REPORT
(v) Shareholding of Directors and Key Managerial Personnel:
43
ANNUAL REPORT 2017-18
BOARD’S REPORT
V. INDEBTEDNESS
Indebtedness of the Company including interest outstanding/accrued but not due for payment.
( ` lakhs)
Particulars Secured Loans Unsecured Loans Deposits Total
excluding deposits Indebtedness
Indebtedness at the beginning of the financial year
i) Principal Amount 3,70,337.31 44,803.30 - 4,15,140.61
ii) Interest due but not paid - - - -
iii) Interest accrued but not due 2,554.95 180.85 - 2,735.81
Total (i+ii+iii) 3,72,892.26 44,984.15 - 4,17,876.41
Change in Indebtedness during the financial year
* Addition 27,560.28 - - 27,560.28
* Reduction (1,299.32) (482.16) - (1,781.48)
Net Change 26,260.96 (482.16) - 25,778.80
Indebtedness at the end of the financial year
i) Principal Amount 3,96,598.27 44,501.99 - 4,41,100.26
ii) Interest due but not paid - - - -
iii) Interest accrued but not due 3,548.37 95.56 - 3,643.93
Total (i+ii+iii) 4,00,146.64 44,597.55 - 4,44,744.19
44
ANNUAL REPORT 2017-18
BOARD’S REPORT
VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
A. Remuneration to Managing Director, Whole-time Directors and/or Manager:
SN Particulars of Remuneration Name of MD/WTD/ Manager Total
(`)
Name Ms. Sminu Jindal Shri Neeraj Kumar Shri Hawa Singh Chaudhary
Designation Managing Director Group CEO & Whole-time Director
Whole-time Director
1 Gross salary
(a) Salary as per provisions 1,16,95,000 4,86,22,200 57,39,472 6,60,56,672
contained in section 17(1)
of the Income-tax Act, 1961
(b) Value of perquisites u/s 49,53,495 7,27,150 5,46,676 62,27,321
17(2) Income-tax Act, 1961
(c) Profits in lieu of salary - - - -
under section 17(3)
Income- tax Act, 1961
2 Stock Option - - - -
3 Sweat Equity - - - -
4 Commission - - - -
- as % of profit - - - -
- others, specify 90,00,000 - - 90,00,000
5 Others, please specify
Employer's contribution to PF 10,80,000 12,96,000 4,24,800 28,00,800
Total (A) 2,67,28,465 5,06,45,350 67,10,948 8,40,84,793
Ceiling as per the Act
1 Independent Directors
Fee for attending board - - - 5,90,000 2,80,000 8,70,000
committee meetings
Commission - - - 1,50,000 5,00,000 6,50,000
Others, please specify - - - - - -
Total (1) - - - 7,40,000 7,80,000 15,20,000
2 Other Non-Executive Directors
Fee for attending board 1,50,000 50,000 1,00,000 - - 3,00,000
committee meetings
Commission - - - - - -
Others, please specify - - - - - -
Total (2) 1,50,000 50,000 1,00,000 - - 3,00,000
Total (B)=(1+2) 1,50,000 50,000 1,00,000 7,40,000 7,80,000 18,20,000
45
ANNUAL REPORT 2017-18
BOARD’S REPORT
46
ANNUAL REPORT 2017-18
BOARD’S REPORT
XII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES
Type Section of the Brief Description Details of Penalty / Authority Appeal made,
Companies Act Punishment/ [RD / NCLT/ if any (give
Compounding COURT] Details)
fees imposed
A. COMPANY
Penalty
Punishment NIL
Compounding
B. DIRECTORS
Penalty
Punishment NIL
Compounding
C. OTHER OFFICERS IN DEFAULT
Penalty
Punishment NIL
Compounding
47
Annexure – 5
Particulars of employees as per the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and forming part of Directors' Report for the
Financial Year ended 31st March, 2018
A) Employed throughout the Financial Year and in receipt of remuneration aggregating ` 1,02,00,000/- or more per annum
S. Name of The DOB Age Designation/ Remuneration Qualification Experience Date of Last Employment
No. Employee Nature of Duties (`) (Year) of Commencement
Employment
BOARD’S REPORT
3 OM PRAKASH SHARMA 01/10/47 71 COO - Large Dia 1,64,15,533 Intermediate 51 14/04/86 Kajeco Industries
Pipe Business
4 DHARMENDRA GUPTA 12/12/66 51 President & Unit 1,66,21,375 Ph.D. (Metallurgical Engg), 29 03/10/11 Shree Ram
Head (Bhilwara) M.E. (Metallurgical Engg), Electrocast Pvt. Ltd.
B.E. (Metallurgical Engg)
5 DINESH CHANDRA SINHA 02/01/62 56 President & SBU 1,19,90,545 B.Tech. 34 19/08/2013 Kalyani Carpenter
Head (Nashik) (Metallurgical Engineering) Special Steels Ltd.
6 VINAY KUMAR GUPTA 13/09/63 55 Global Head - 1,33,30,189 B.Com (Hons.), C.A. 31 27/01/06 Score Information
Treasury Technology Ltd.
48
7 MANEESH KUMAR 24/01/69 49 Global Marketing 1,16,83,752 B.Tech. (Civil), M.Tech. 24 07/05/2004 Electrosteel Casting
Head (DI Business) (Water Resource Engg), Ltd.
M.Planning (Enviromental
Planning)
8 NARENDRA MANTRI 07/07/66 52 Head - Commercial 1,11,58,920 CA 32 19.05.2015 DALMIA BHARAT
LIMITED
9 VIJESH CHAWLA 25/09/62 56 Sr. Vice President 1,04,87,718 B. Tech. (Chem.), MBA 35 12/09/03 HBL Nife Power
(Marketing) Systems Ltd.
Notes:
1 Remuneration includes salary, commission, contribution to provident and other funds and perquisites including medical, leave travel, leave encashment and gratuity on payment basis and
monetary value of taxable perquisites etc.
2 All the above appointments are non contractual except marked * and are terminable by notice by either side.
3 None of the employee is related to any director of the company except Ms. Sminu Jindal who is related to Shri P. R. Jindal.
BOARD’S REPORT
Annexure - 6
Statement of Disclosure of Remuneration under Section 197 of Companies Act, 2013 and Rule 5(1) of Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014.
i. Ratio of the remuneration of each Executive Director to the median remuneration of the employees of the company for
the financial year 2017 – 18.
S.No. Name of Director Designation Ratio of Remuneration of each
director to the median remuneration
1. Ms. Sminu Jindal Managing Director 42.67 : 1
2. Shri Neeraj Kumar Group CEO & 162.40 : 1
Whole-time Director
3 Shri Hawa Singh Chaudhary Whole-time Director 20.29 : 1
ii. Percentage increase in Remuneration of the Chief Executive Officer, Chief Financial Officer and other Executive Director
and Company Secretary during the financial year 2017-18.
S.No. Name of Director / KMPs Designation Percentage increase in remuneration
in the financial year
1. Ms. Sminu Jindal Managing Director -
2. Shri Neeraj Kumar Group CEO & 15.00 %
Whole-time Director
3. Shri Hawa Singh Chaudhary Whole-time Director 9.05%
4. Shri Narendra Mantri Chief Financial Officer 14.16 %
5. Shri Sunil K. Jain Company Secretary 13.90 %
iii. The percentage increase in the median remuneration of Employees in the financial year 2017 – 18 was 12.85 %.
iv. There were 7,165 permanent employees on the rolls of the Company as on 31st March 2018.
v. The average percentage increase in the last financial year 2017-18 made in the salaries of employees other than the managerial
personnel was 12.4%. The average percentage increase in the salaries is an outcome of the individual as well as Company’s
performance and other factors mentioned above.
vi. It is hereby affirmed that the remuneration paid during the year is as per the Remuneration policy of the Company.
49
ANNUAL REPORT 2017-18
50
ANNUAL REPORT 2017-18
51
ANNUAL REPORT 2017-18
52
ANNUAL REPORT 2017-18
53
ANNUAL REPORT 2017-18
54
ANNUAL REPORT 2017-18
55
ANNUAL REPORT 2017-18
a) to consolidate our position as a global supplier of total We work in an environment where risks to the business and
pipeline solution to our customer in water, oil & gas and operations are evaluated regularly and suitable necessary steps
industrial applications; are initiated by the Management to mitigate and alleviate such
risks to the best possible way. We have a Risk Management
b) developing the business model to explore the markets of
Committee with an objective to identify, evaluate, prioritise and
diversified segments and industry with new products and
respond to risks and opportunities affecting our business
widespread customers base to help us minimising the
objectives.
industry specific risks, product specific risks and customer
related exposure; We believe the key risks to our business and operations are:
c) to provide the consistency in our business growth and - Industry and Macroeconomic Risks: Our operations in India
earnings; and other parts of the world are impacted by the level of
investments in infrastructure sector, which generally
d) expanding our comprehensive product range of
closely follows the economic trends. Consequently, our
products and developing new value added products to
earnings are highly sensitive to national, regional and local
meet the needs of customers operating in challenging
economic conditions. Any deterioration in the global
environments. We have developed and added double
economic environment and the financial market
chamber insulated pipes, clad pipes, stainless steel
conditions could have a material adverse effect on the
seamless tubes and welded pipes etc. to other product
Company sales, earnings, cash flow and outlook. Trade
portfolio. Our endeavour is top add value to the
barriers being used as a tool by various countries can also
objectives of our customers.
impact the business of the Company.
e) Our business model has been created in such a way
- Financial Market Risks: In a crisis environment, the
which provides synergies to other business segments
Company may face challenges to raise the necessary
within the total product portfolio which help us to meet
long term and short term finance to cover its funds
the requirements of our customer under the same brand.
requirements in the credit market or the capital market, or
Our strategy to focus on core business and expanding the obtain financing or refinancing on acceptable terms.
presence in the core segment by offering more and more value Stress in the banking system and adverse liquidity
added products, has started yielding results and further guiding conditions in the financial markets can also impact the
us to consolidate the market leadership position with strong business and profitability of the Company.
profitability to maximise the returns to stakeholders
- Foreign Exchange Risks: We deal with significant amount
Our main competitive strengths of foreign exchange denominated transactions for
imports, exports and various other payments. These
We believe our main competitive strengths include:
transactions expose us to a variety of risks related to
a) business model with diversified product portfolio helping currency exchange, interest rates etc. In order to reduce
to cater to needs of oil & gas, water and other industrial the impact related to these exposures, management
sectors evaluates exposures on a consolidated basis to take
b) Presence through global pipe production facilities, advantage of natural hedge. We do hedging of net
finishing and distribution network to provide the product exposure position primarily by entering into various
at door step of end user. transactions through forward contracts.
56
ANNUAL REPORT 2017-18
57
ANNUAL REPORT 2017-18
58
ANNUAL REPORT 2017-18
59
ANNUAL REPORT 2017-18
To,
The Members,
Jindal Saw Limited,
A-1, UPSIDC Industrial Area, Nandgaon Road,
Kosi Kalan,
Distt. Mathura – 281403 (U.P.)
We have examined the compliance of the conditions of the Corporate Governance by Jindal Saw Limited (“the Company”) for the
Financial Year ended 31st March, 2018, as stipulated in Regulations 17 to 27 and clauses (b) to (i) of Regulation 46(2) and para C, D and
E of Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015
[hereinafter referred to as “Listing Regulations”].
The compliance of the conditions of the Corporate Governance is the responsibility of the Management of the Company. Our
examination was limited to review of the procedures and implementation thereof, adopted by the Company for ensuring
compliance with the conditions of Corporate Governance as stipulated in the said Regulations. It is neither audit nor an expression of
the opinion on the Financial Statements of the Company.
In our opinion and to the best of our information and according to the explanations given to us and the representations made by the
Management, we certify that the Company has complied with the conditions of Corporate Governance as stipulated in the above
mentioned “Listing Regulations” as applicable during the year ended 31st March, 2018.
We further state that such compliance is neither an assurance as to the future viability of the Company nor of the efficiency or
effectiveness with which the management has conducted the affairs of the Company.
Place : Kanpur
Dated : 1st August, 2018
60
ANNUAL REPORT 2017-18
Shri Prithavi Raj Jindal, Ms. Sminu Jindal, Ms. Shradha Jatia and Ms. Tripti Arya are related to each other in terms of definition of
“relative” under the Companies Act, 2013. None of other directors are related to each other.
@ Includes only Audit Committee and Stakeholders’ Relationship Committee.
61
ANNUAL REPORT 2017-18
Director No. of Board Attendance During the year ended 31st March, 2018, the Committee met
Meetings Attended At The Last AGM 4 (four) times on 29th May, 2017, 3rd August, 2017, 7th
November, 2017 and 24th January, 2018. The composition and
Shri Prithavi Raj Jindal 3 No attendance of the members in the meetings are as follows: -
Ms. Sminu Jindal 4 No Name of Member Designation Category No. of Meetings
Ms. Shradha Jatia 1 No Attended
Ms. Tripti Arya 2 No Dr. Raj Kamal Agarwal Chairman Independent 4
Shri Neeraj Kumar 4 No Shri Neeraj Kumar Member Executive 4
Shri Hawa Singh Chaudhary 4 Yes Shri Devi Dayal Member Independent 3
Shri Devi Dayal 3 No Dr. S. K. Gupta Member Independent 4
Shri Ravinder Member Independent 4
Dr. S.K. Gupta 4 No
Nath Leekha
Dr. Raj Kamal Agarwal 4 No *Shri Ajit Kumar Member Independent 2
Shri Ravinder Nath Leekha 4 Yes Hazarika
Shri Abhiram Tayal 3 No * Shri Ajit Kumar Hazarika was appointed as member w.e.f. 3rd
Shri Ajit Kumar Hazarika 2 Yes August, 2017.
iii) FAMILIARISATION PROGRAMMES FOR BOARD MEMBERS Shri Sunil K. Jain, Company Secretary, is the Secretary of the
Committee. Head of Finance & Accounts Department, Statutory
The Board members are provided with necessary Auditors, Cost Auditors and Internal Auditors attend the meetings
documents/brochures, reports and internal policies to of the Audit Committee. The Audit Committee deals with the
enable them to familiarize with the Company’s various aspects of financial statements including quarterly, half
procedures and practices. yearly and annual financial results, adequacy of internal controls &
Periodic presentations are made at the Board and Board internal audit functions, compliance with accounting standards
Committee Meetings on business and performance and Company’s financial & risk management policies etc. It
updates of the Company, global business environment, reports to the Board of Directors about its findings &
business strategy and risks involved. Detailed recommendations pertaining to above matters.
presentations on the Company’s business segments were
(ii) TERMS OF REFERENCE
made at the separate meeting of the Independent
Directors held during the year. The role and terms of Audit Committee covers the area of
Updates on relevant statutory changes and landmark Regulation 18 of SEBI (Listing Obligations and Disclosure
judicial pronouncements encompassing important laws Requirements) Regulations, 2015 and section 177 of the
are regularly circulated to the Directors. Site visits to various Companies Act, 2013 besides other terms as may be
plant locations are organized for the Directors to enable referred to by the Board of Directors of the Company. The
them to understand the operations of the Company. minutes of the Audit Committee are taken note by the
Board of Directors.
The details of such familiarization programmes for
Independent Directors are posted on the website of the (4) NOMINATION AND REMUNERATION COMMITTEE
Company and can be accessed at (I) COMPOSITION & MEETINGS
http://www.jindalsaw.com/pdf/Familiarization-Programm
e-of-Independent-Directors-of-Jindal-Saw-Limited.pdf As on 31st March, 2018, the Nomination and Remuneration
Committee comprised of 3 Independent Directors. The
iv) SHAREHOLDING OF NON-EXECUTIVE DIRECTORS IN THE Chairman of the Committee is an Independent Director.
COMPANY AS ON 31ST MARCH, 2018 IS AS FOLLOWS: The Composition of the Nomination and Remuneration
Name of Director No. of equity shares Committee is in conformity with the requirements of the
Companies Act, 2013 and SEBI (Listing Obligations and
Shri Prithavi Raj Jindal 98,700 Disclosure Requirements) Regulations, 2015.
Ms. Shradha Jatia Nil During the year ended 31st March, 2018 the Committee
Ms. Tripti Arya 15,000 met 2 (two) times on 29th May, 2017 and 3rd August, 2017.
Shri Devi Dayal Nil
The composition and attendance of the members of the
Committee are as follows:
Dr. S.K. Gupta Nil
Name of Member Designation Category No. of Meetings
Dr. Raj Kamal Agarwal Nil Attended
Shri Ravinder Nath Leekha Nil Dr. Raj Kamal Agarwal Chairman Independent 2
Shri Abhiram Tayal Nil Shri Ravinder Member Independent 2
Shri Ajit Kumar Hazarika Nil Nath Leekha
Shri Devi Dayal Member Independent 1
(3) AUDIT COMMITTEE
(i) COMPOSITION & MEETINGS (II) THE TERMS OF REFERENCE:-
During the year under review, the Audit Committee was The role and terms of Nomination and Remuneration
re-constituted and as on 31st March, 2018, the Committee Committee covers the area of Regulation 19 of SEBI
comprised of 5 Independent Directors and 1 Executive (Listing Obligations and Disclosure Requirements)
Director as its members. The Chairman of the Committee Regulations, 2015 and section 178 of the Companies Act,
is an Independent Director. The composition of the Audit
Committee are in conformity with the requirements of the 2013 besides other terms as may be referred to by the
Companies Act, 2013 and SEBI (Listing Obligations and Board of Directors of the Company. The minutes of the
Disclosure Requirements) Regulations, 2015. Nomination and Remuneration Committee are taken note
by the Board of Directors.
62
ANNUAL REPORT 2017-18
63
ANNUAL REPORT 2017-18
64
ANNUAL REPORT 2017-18
The Annual Listing fees for the financial year 2018-19 has been paid to both the exchanges.
65
ANNUAL REPORT 2017-18
May-17
Jun-17
Jul-17
Aug-17
Sep-17
Oct-17
Nov-17
Dec-17
Jan-18
Feb-18
Mar-18
Apr-17
May-17
Jun-17
Jul-17
Aug-17
Sep-17
Oct-17
Nov-17
Dec-17
Jan-18
Feb-18
Mar-18
66
ANNUAL REPORT 2017-18
67
ANNUAL REPORT 2017-18
AUDITORS' REPORT
INDEPENDENT AUDITORS’ REPORT
TO THE MEMBERS OF Jindal SAW Limited
Report on the Standalone Indian Accounting Standards (Ind AS) Financial Statements
1. We have audited the accompanying standalone financial statements of Jindal SAW Limited (“the Company”), which
comprise the Balance Sheet as at March 31, 2018, the Statement of Profit and Loss (including Other Comprehensive
Income), the Cash Flow Statement and the Statement of Changes in Equity for the year then ended, and a summary of the
significant accounting policies and other explanatory information.
Management’s Responsibility for the Standalone Ind AS Financial Statements
2. The Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (“the
Act”) with respect to the preparation of these standalone Ind AS financial statements to give a true and fair view of the
financial position, financial performance (including other comprehensive income), cash flows and changes in equity of the
Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting
Standards specified in the Companies (Indian Accounting Standards) Rules, 2015 (as amended) under Section 133 of the Act.
This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act
for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection
and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and
design, implementation and maintenance of adequate internal financial controls, that were operating effectively for
ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the
standalone Ind AS financial statements that give a true and fair view and are free from material misstatement, whether due
to fraud or error.
Auditors’ Responsibility
3. Our responsibility is to express an opinion on these standalone Ind AS financial statements based on our audit.
4. We have taken into account the provisions of the Act and the Rules made thereunder including the accounting and
auditing standards and matters which are required to be included in the audit report under the provisions of the Act and
the Rules made thereunder.
5. We conducted our audit of the standalone Ind AS financial statements in accordance with the Standards on Auditing
specified under Section 143(10) of the Act and other applicable authoritative pronouncements issued by the Institute of
Chartered Accountants of India. Those Standards and pronouncements require that we comply with ethical requirements
and plan and perform the audit to obtain reasonable assurance about whether the standalone Ind AS financial statements
are free from material misstatement.
6. An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the
standalone Ind AS financial statements. The procedures selected depend on the auditors’ judgment, including the
assessment of the risks of material misstatement of the standalone Ind AS financial statements, whether due to fraud or
error. In making those risk assessments, the auditor considers internal financial control relevant to the Company’s
preparation of the standalone Ind AS financial statements that give a true and fair view, in order to design audit procedures
that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies
used and the reasonableness of the accounting estimates made by the Company’s Directors, as well as evaluating the
overall presentation of the standalone Ind AS financial statements.
7. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion
on the standalone Ind AS financial statements.
Opinion
8. In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone
Ind AS financial statements give the information required by the Act in the manner so required and give a true and fair view
in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at March
31, 2018, and its total comprehensive income (comprising of profit and other comprehensive income), its cash flows and
the changes in equity for the year ended on that date.
Other Matter
9. The Ind AS financial statements of the Company for the year ended March 31, 2017, were audited by another firm of
chartered accountants under the Companies Act, 2013 who, vide their report dated May 29, 2017, expressed an unmodified
opinion on those financial statements. Our opinion is not qualified in respect of this matter.
68
ANNUAL REPORT 2017-18
AUDITORS' REPORT
Report on Other Legal and Regulatory Requirements
10. As required by the Companies (Auditor’s Report) Order, 2016, issued by the Central Government of India in terms of
sub-section (11) of section 143 of the Act (“the Order”), and on the basis of such checks of the books and records of the
Company as we considered appropriate and according to the information and explanations given to us, we give in the
Annexure B a statement on the matters specified in paragraphs 3 and 4 of the Order.
11. As required by Section 143 (3) of the Act, we report that:
(a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were
necessary for the purposes of our audit.
(b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our
examination of those books.
(c) The Balance Sheet, the Statement of Profit and Loss (including other comprehensive income), the Cash Flow Statement and
the Statement of Changes in Equity dealt with by this Report are in agreement with the books of account.
(d) In our opinion, the aforesaid standalone Ind AS financial statements comply with the Indian Accounting Standards specified
under Section 133 of the Act.
(e) On the basis of the written representations received from the directors as on March 31, 2018 taken on record by the Board
of Directors, none of the directors is disqualified as on March 31, 2018 from being appointed as a director in terms of Section
164 (2) of the Act.
(f) With respect to the adequacy of the internal financial controls with reference to financial statements of the Company and
the operating effectiveness of such controls, refer to our separate Report in Annexure A.
(g) With respect to the other matters to be included in the Auditors’ Report in accordance with Rule 11 of the Companies (Audit
and Auditors) Rules, 2014, in our opinion and to the best of our knowledge and belief and according to the information and
explanations given to us:
i. The Company has disclosed the impact, if any, of pending litigations as at March 31, 2018 on its financial position in its
standalone Ind AS financial statements – Refer Note 46 and 56;
ii. The Company has made provision as at March 31, 2018, as required under the applicable law or accounting standards, for
material foreseeable losses, if any, on long-term contracts including derivative contracts – Refer Note 40;
iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund
by the Company during the year ended March 31, 2018 except in respect of dividend amounting to ` 181.75 lakhs which has
been kept in abeyance pursuant to court order.
iv. The reporting on disclosures relating to Specified Bank Notes is not applicable to the Company for the year ended March
31, 2018.
Sougata Mukherjee
Partner
Membership Number: 057084
Date : May 25, 2018
Place : New Delhi
69
ANNUAL REPORT 2017-18
AUDITORS' REPORT
Annexure A to Independent Auditors’ Report
Referred to in paragraph 11(f) of the Independent Auditors’ Report of even date to the members of Jindal SAW Limited on the
standalone Ind AS financial statements as of and for the year ended March 31, 2018
Report on the Internal Financial Controls with reference to standalone Ind AS financial statements under Clause (i) of Sub-section 3
of Section 143 of the Act
1. We have audited the internal financial controls with reference to Standalone Ind AS financial statements of Jindal SAW Limited (“the
Company”) as of March 31, 2018 in conjunction with our audit of the standalone Ind AS financial statements of the Company for the
year ended on that date.
Management’s Responsibility for Internal Financial Controls
2. The Company’s management is responsible for establishing and maintaining internal financial controls based on the internal
control over financial reporting criteria established by the Company considering the essential components of internal control
stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered
Accountants of India (ICAI). These responsibilities include the design, implementation and maintenance of adequate internal
financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence
to the Company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and
completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Act.
Auditors’ Responsibility
3. Our responsibility is to express an opinion on the Company's internal financial controls with reference to Ind AS financial statements
based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over
Financial Reporting (the “Guidance Note”) and the Standards on Auditing deemed to be prescribed under section 143(10) of the
Act to the extent applicable to an audit of internal financial controls, both applicable to an audit of internal financial controls and
both issued by the ICAI. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and
perform the audit to obtain reasonable assurance about whether adequate internal financial controls with reference to Ind AS
financial statements was established and maintained and if such controls operated effectively in all material respects.
4. Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system
with reference to Ind AS financial statements and their operating effectiveness. Our audit of internal financial controls with
reference to Standalone Ind AS financial statements included obtaining an understanding of internal financial controls with
reference to Standalone Ind AS financial statements, assessing the risk that a material weakness exists, and testing and evaluating
the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the
auditor’s judgement, including the assessment of the risks of material misstatement of the Standalone Ind AS financial statements,
whether due to fraud or error.
5. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the
Company’s internal financial controls system with reference to Standalone Ind AS financial statements.
Meaning of Internal Financial Controls with reference to Standalone Ind AS financial statements
6. A company's internal financial controls with reference to Standalone Ind AS financial statements is a process designed to provide
reasonable assurance regarding the reliability of financial reporting and the preparation of Standalone Ind AS financial statements
for external purposes in accordance with generally accepted accounting principles. A company's internal financial controls with
reference to Standalone Ind AS financial statements includes those policies and procedures that (1) pertain to the maintenance of
records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2)
provide reasonable assurance that transactions are recorded as necessary to permit preparation of Ind AS financial statements in
accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made
only in accordance with authorisations of management and directors of the company; and (3) provide reasonable assurance
regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the company's assets that could have
a material effect on the standalone Ind AS financial statements.
Inherent Limitations of Internal Financial Controls with reference to Standalone Ind AS financial statements
7. Because of the inherent limitations of internal financial controls with reference to standalone Ind AS financial statements, including
the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur
and not be detected. Also, projections of any evaluation of the internal financial controls with reference to Standalone Ind AS
financial statements to future periods are subject to the risk that the internal financial control controls with reference to standalone
Ind AS financial statements may become inadequate because of changes in conditions, or that the degree of compliance with the
policies or procedures may deteriorate.
Opinion
8. In our opinion, the Company has, in all material respects, an adequate internal financial controls system with reference to
standalone Ind AS financial statements and such internal financial controls with reference to standalone Ind AS financial statements
were operating effectively as at March 31, 2018 based on the internal control over financial reporting criteria established by the
Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial
Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.
Sougata Mukherjee
Date : May 25, 2018 Partner
Place : New Delhi Membership Number: 057084
70
ANNUAL REPORT 2017-18
AUDITORS' REPORT
Annexure B to Independent Auditors’ Report
Referred to in paragraph 10 of the Independent Auditors’ Report of even date to the members of Jindal SAW Limited on the
standalone financial statements as of and for the year ended March 31, 2018
i. (a) The Company is maintaining proper records showing full particulars, including quantitative details and situation, of fixed
assets.
(b) The fixed assets are physically verified by the Management according to a phased programme designed to cover all the
items over a period of three years which, in our opinion, is reasonable having regard to the size of the Company and the
nature of its assets. Pursuant to the programme, a portion of the fixed assets has been physically verified by the
Management during the year and no material discrepancies have been noticed on such verification.
(c) The title deeds of immovable properties, as disclosed in Note 5 on fixed assets to the financial statements, are held in the
name of the Company, except for one land value for gross cost of ` 1,950 lakhs, the conveyance deed of which is yet to
be executed.
ii. The physical verification of inventory excluding stocks with third parties have been conducted at reasonable intervals by the
Management during the year. In respect of inventory lying with third parties, these have substantially been confirmed by them.
The discrepancies noticed on physical verification of inventory as compared to book records were not material
iii. The Company has granted unsecured loans, to six companies covered in the register maintained under Section 189 of the Act.
(a) In respect of the aforesaid loans, the terms and conditions under which such loans were granted are not prejudicial to the
Company’s interest.
(b) In respect of the aforesaid loans, the schedule of repayment of principal and payment of interest has been stipulated, and
the parties are repaying the principal amounts, as stipulated, and are also regular in payment of interest as applicable.
(c) In respect of the aforesaid loans, there is no amount which is overdue for more than ninety days.
iv. In our opinion, and according to the information and explanations given to us, the Company has complied with the provisions
of Section 185 and 186 of the Companies Act, 2013 in respect of the loans and investments made, and guarantees and security
provided by it.
v. The Company has not accepted any deposits from the public within the meaning of Sections 73, 74, 75 and 76 of the Act and
the Rules framed there under to the extent notified.
vi. Pursuant to the rules made by the Central Government of India, the Company is required to maintain cost records as specified
under Section 148(1) of the Act in respect of its products. We have broadly reviewed the same, and are of the opinion that, prima
facie, the prescribed accounts and records have been made and maintained. We have not, however, made a detailed
examination of the records with a view to determine whether they are accurate or complete.
vii. (a) According to the information and explanations given to us and the records of the Company examined by us, in our
opinion, the Company is generally regular in depositing undisputed statutory dues in respect of income tax and
employees’ state insurance, though there has been a slight delay in a few cases, and is regular in depositing undisputed
statutory dues, including provident fund, professional tax, labour welfare fund, sales tax, service tax, duty of customs , duty
of excise, value added tax, goods and service tax applicable from July 1, 2017 and other material statutory dues, as
applicable, with the appropriate authorities.
(b) According to the information and explanations given to us and the records of the Company examined by us, the
particulars of dues of income tax, sales tax, service tax, duty of customs and duty of excise duty, stamp duty as at March
31, 2018 which have not been deposited on account of a dispute, are as follows:
Name of the statute Nature of Amount Period to which Forum where the
dues (` lakhs) the amount relates dispute is pending
71
ANNUAL REPORT 2017-18
AUDITORS' REPORT
Name of the statute Nature of Amount Period to which Forum where the
dues (` lakhs) the amount relates dispute is pending
Central Excise Act, 1944 Excise Duty 22.26 February 2011 to June-2012 CESTAT Bangalore
(South Zonal Bench)
Central Excise Act, 1944 Excise Duty 0.78 2011-12 December 2015 Commissioner (A), Delhi
Central Excise Act, 1944 Excise Duty 65.91 February 2010 to March 2012 Commissioner (A), Delhi
Service Tax Act, 1994 Service Tax 3.13 2008-09 CESTAT , Mumbai
Service Tax Act, 1994 Service Tax 2.82 2008-09 Commissioner (Appeal),
Nashik
Service Tax Act, 1994 Service Tax 6.17 2007-08 Commissioner (Appeals)
Lucknow
Service Tax Act, 1994 Service Tax 19.70 2008-09 to 2011-12 Commissioner (A), Delhi
VAT Act, Rajasthan Entry Tax 267.95 2011-12 to 2014-15 High Court of Rajasthan,
VAT Act, Uttar Pradesh Sales Tax 17.50 1996-97 High Court of Allahabad
VAT Act, Uttar Pradesh Sales Tax 2.40 2004-05 High Court of Allahabad
VAT Act, Uttar Pradesh Sales Tax 1.42 1991-92 High Court of Allahabad
VAT Act, Uttar Pradesh Sales Tax 3.12 1995-96 High Court of Allahabad
VAT Act, Rajasthan Sales Tax 6.92 2012-13 Deputy Commissioner (A),
Ajmer
VAT Act, Andhra Pradesh Sales Tax 1.09 2010-2011 Tribunal
VAT Act, Rajasthan Sales Tax 201.97 2015-16 Assistant Commissioner,
Commercial Tax, Bhilwara
Income Tax Act, 1961 Income Tax 89.38 2016-17 CIT (Appeals), New Delhi
Income Tax Act, 1961 Income Tax 255.22 2015-16 CIT (Appeals), New Delhi
Income Tax Act, 1961 Income Tax 11.45 2011-12 CIT (Appeals), New Delhi
Income Tax Act, 1961 Income Tax 8.11 2004-05 CIT (Appeals), New Delhi
Income Tax Act, 1961 Income Tax 24.30 2008-09 ITAT, New Delhi
Income Tax Act, 1961 Income Tax 363.73 2011-12 ITAT, New Delhi
Income Tax Act, 1961 Income Tax 172.78 2010-11 ITAT, New Delhi
Income Tax Act, 1961 Income Tax 130.56 2008-09 ITAT, New Delhi
Income Tax Act, 1961 Income Tax 176.79 2007-08 ITAT, New Delhi
Income Tax Act, 1961 Income Tax 835.37 2000-01 High Court
Income Tax Act, 1961 Income Tax 26.91 1994-95 High Court
viii. According to the records of the Company examined by us and the information and explanation given to us, the Company has
not defaulted in repayment of loans or borrowings to any financial institution or bank or Government or dues to debenture
holders as at the balance sheet date.
ix. The Company had not raised any money by way of initial public offer or further public offer (including debt instruments). In our
opinion, and according to the information and explanations given to us, term loans have been applied for the purposes for
which they were obtained.
x. During the course of our examination of the books and records of the Company, carried out in accordance with the generally
accepted auditing practices in India, and according to the information and explanations given to us, we have neither come
across any instance of material fraud by the Company or on the Company by its officers or employees, noticed or reported
during the year, nor have we been informed of any such case by the Management.
xi. The Company has provided for managerial remuneration in accordance with the requisite approvals mandated by the
provisions of Section 197 read with Schedule V to the Act.
xii. As the Company is not a Nidhi Company and the Nidhi Rules, 2014 are not applicable to it, the provisions of Clause 3(xii) of the
Order are not applicable to the Company.
xiii. The Company has entered into transactions with related parties in compliance with the provisions of Sections 177 and 188 of the
Act. The details of such related party transactions have been disclosed in the financial statements as required under Accounting
Standard (AS) 18, Related Party Disclosures specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts)
Rules, 2014/ Indian Accounting Standard (Ind AS) 24, Related Party Disclosures specified under Section 133 of the Act.
72
ANNUAL REPORT 2017-18
AUDITORS' REPORT
xiv. The Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures
during the year under review. Accordingly, the provisions of Clause 3(xiv) of the Order are not applicable to the Company.
xv. The Company has not entered into any non cash transactions with its directors or persons connected with them. Accordingly,
the provisions of Clause 3(xv) of the Order are not applicable to the Company.
xvi. The Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934. Accordingly, the
provisions of Clause 3(xvi) of the Order are not applicable to the Company.
Sougata Mukherjee
Partner
Membership Number: 057084
Date : May 25, 2018
Place : New Delhi
73
ANNUAL REPORT 2017-18
This is the Balance Sheet referred to in our report of even date For and on behalf of Board of Directors of Jindal SAW Limited
The accompanying notes are integral part of these financial statements.
For Price Waterhouse Chartered Accountants LLP Neeraj Kumar Sminu Jindal
Firm Registration Number: 012754N/N500016 Group CEO & Whole-time Director Managing Director
Chartered Accountants DIN : 01776688 DIN : 00005317
Sougata Mukherjee
Partner Sunil K. Jain Narendra Mantri
Membership Number: 057084 Company Secretary Head Commercial & CFO
Place : New Delhi M. No. FCS 3056
Dated : May 25, 2018
74
ANNUAL REPORT 2017-18
STANDALONE STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED MARCH 31, 2018
(` lakhs)
Particulars Note No. Year ended Year ended
March 31, 2018 March 31, 2017
I Income
Revenue from operations 30 7,33,491.11 5,91,555.64
Other income 31 22,096.96 23,504.28
Total Income (I) 7,55,588.07 6,15,059.92
II Expenses
Cost of materials consumed 4,50,532.11 3,11,165.94
Changes in inventories of finished goods,
stock-in-trade and work-in-progress 32 (22,547.98) (10,318.57)
Employee benefits expense 33 51,336.05 46,500.81
Finance costs 34 41,510.99 37,986.76
Depreciation and amortisation expense 35 25,616.61 22,939.81
Excise duty 5,335.73 23,723.84
Other expenses 36 1,44,964.94 1,24,313.40
Total Expenses (II) 6,96,748.45 5,56,311.99
III Profit/(loss) before exceptional items and tax (I-II) 58,839.62 58,747.93
IV Exceptional items- (income)/expense 54 - (305.80)
V Profit/(loss) before tax (III-IV) 58,839.62 59,053.73
VI Tax expense:
(i) Current tax 48 11,825.07 12,051.59
(ii) Deferred tax 41 7,583.70 8,395.41
Total Tax expense (VI) 19,408.77 20,447.00
VII Profit/(loss) for the year from continuing operations (V-VI) 39,430.85 38,606.73
VIII Profit/(loss) for the year from discontinued operations 52 (4,047.18) (11,982.19)
IX Tax credit/(expense) for the year from
discontinued operations 52 3,196.16 4,145.68
X Profit/(loss) for the year from discontinued operations (VIII+IX) (851.02) (7,836.51)
XI Profit/(loss) for the year (VII+X) 38,579.83 30,770.22
XII Other Comprehensive Income
Items that will not be reclassified to profit and loss
(i) Re-measurement gains/ (losses) on defined benefit plans 283.94 (1,073.56)
(ii) Income tax effect on above (99.22) 371.54
Total Other Comprehensive Income for the year 184.72 (702.02)
XIII Total Comprehensive Income for the year (XI+XII) 38,764.55 30,068.20
(Comprising profit and other comprehensive income for the year)
XIV Earnings per equity share of ` 2 each
(for continuing operation) 50
(1) Basic (`) 12.33 12.07
(2) Diluted (`) 12.33 12.07
XV Earnings per equity share of ` 2 each
(for discontinued operation) 50
(1) Basic (`) (0.27) (2.45)
(2) Diluted (`) (0.27) (2.45)
XVI Earnings per equity share of ` 2 each
(for continuing and discontinued operation) 50
(1) Basic (`) 12.06 9.62
(2) Diluted (`) 12.06 9.62
This is the Statement of Profit and Loss referred to in our report of even date For and on behalf of Board of Directors of Jindal SAW Limited
The accompanying notes are integral part of these financial statements.
For Price Waterhouse Chartered Accountants LLP Neeraj Kumar Sminu Jindal
Firm Registration Number: 012754N/N500016 Group CEO & Whole-time Director Managing Director
Chartered Accountants DIN : 01776688 DIN : 00005317
Sougata Mukherjee
Partner Sunil K. Jain Narendra Mantri
Membership Number: 057084 Company Secretary Head Commercial & CFO
Place : New Delhi M. No. FCS 3056
Dated : May 25, 2018
75
STANDALONE STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED MARCH 31, 2018
A. Equity Share Capital (` lakhs)
Balance as at Changes in equity Balance as at Changes in equity Balance as at
March 31, 2016 share capital during 2016-17 March 31, 2017 share capital during 2017-18 March 31, 2018
6,090.72 304.47 6,395.19 - 6,395.19
B. Other Equity (` lakhs)
Particulars Notes Equity Items of Other Comprehensive Income Total
Reserves and Surplus
component Items that will not be
of reclassified to profit and loss
compound Securities Debenture General Retained
financial Premium Redemp- Reserve Earnings Re-measurement Equity Instruments
ANNUAL REPORT 2017-18
Balance as at April 1, 2016 12,346.25 39,055.52 13,932.00 3,09,662.65 1,49,662.06 (550.83) (31.40) 5,24,076.25
Profit for the year - - - - 30,770.22 - - 30,770.22
Other Comprehensive Income - - - - - (702.02) - (702.02)
Dividend payments including dividend distribution tax $ 37.3 - - - - (3,848.52) - - (3,848.52)
Transfer from retained earnings - - 358.00 - (358.00) - - -
Transfer from debenture redemption reserve - - (3,750.00) 3,750.00 - - - -
76
Addition/ (Transfer) including addition to equity share capital 19 (12,346.25) 12,041.79 - - - - - (304.46)
Balance as at March 31, 2017 - 51,097.31 10,540.00 3,13,412.65 1,76,225.76 (1,252.85) (31.40) 5,49,991.47
Profit for the year - - - - 38,579.83 - - 38,579.83
Other Comprehensive Income - - - 184.72 - 184.72
Dividend payments including dividend distribution tax $ 37.3 - - - - (3,848.52) - - (3,848.52)
Transfer from retained earnings - - 358.00 - (358.00) - - -
Transfer from debenture redemption reserve - - (2,500.00) 2,500.00 - - - -
Balance as at March 31, 2018 - 51,097.31 8,398.00 3,15,912.65 2,10,599.07 (1,068.13) (31.40) 5,84,907.50
$ Dividend paid @ ` 1 per share of ` 2 each during 2016-17 and 2017-18
This is the Statement of Changes in Equity referred to in our report of even date For and on behalf of Board of Directors of Jindal SAW Limited
The accompanying notes are integral part of these financial statements.
For Price Waterhouse Chartered Accountants LLP Neeraj Kumar Sminu Jindal
Firm Registration Number: 012754N/N500016 Group CEO & Whole-time Director Managing Director
Chartered Accountants DIN : 01776688 DIN : 00005317
Sougata Mukherjee
Partner Sunil K. Jain Narendra Mantri
Membership Number: 057084 Company Secretary Head Commercial & CFO
Place : New Delhi M. No. FCS 3056
Dated : May 25, 2018
ANNUAL REPORT 2017-18
STANDALONE STATEMENT OF CASH FLOWS FOR THE YEAR ENDED MARCH 31, 2018
(` lakhs)
Particulars Year ended Year ended
March 31, 2018 March 31, 2017
A. CASH INFLOW/ (OUTFLOW) FROM OPERATING ACTIVITIES
Net profit/(loss) before tax and after exceptional items
from continuing operations 58,839.62 59,053.73
Net profit/(loss) before tax and after exceptional items
from discontinued operations (4,047.18) (11,982.19)
Adjustments for :
Add/(less)
(includes items for discontinued operations, wherever applicable)
Depreciation and amortisation 25,853.89 23,936.23
Government grant (842.95) (435.73)
Interest expense and bank charges 38,995.29 34,513.79
Loss on sale of property, plant and equipment and intangibles (net) 4,077.71 3,968.43
Liquidated damages 962.11 114.84
Bad debts written off 389.00 5,291.80
Loan write off - 5,272.97
Provision for doubtful debts and advances 4,192.69 (3,939.00)
Provision for doubtful debts written back (767.78) -
Sundry balance written back/off - (387.37)
Effect of unrealised foreign exchange (gain)/loss (1,835.59) (5,637.29)
Net (gain)/loss on derivatives (277.78) (188.38)
Profit / (loss) on sale of non-current investment-exceptional items - (380.42)
Diminution of investment in subsidiary- exceptional items - 74.62
Profit on sale of current investments - (15.80)
Interest income (16,856.38) 53,890.21 (12,218.66) 49,970.03
Operating profit before working capital changes 1,08,682.65 97,041.57
Changes in operating assets and liabilities:
Inventories (15,176.52) (261.22)
Trade receivables (44,024.24) 32,715.83
Loans, other financial assets and other assets 4,289.82 18,124.86
Trade payables 9,222.82 (240.34)
Other financial liabilities, provisions and other liabilities 354.66 (45,333.46) (6,360.15) 43,978.98
Cash generated from operations 63,349.19 1,41,020.55
Tax paid (6,014.03) (9,342.04)
Net cash inflow / (outflow) from operating activities 57,335.16 1,31,678.51
B. CASH INFLOW/(OUTFLOW) FROM INVESTMENT ACTIVITIES
Purchase of property, plant and equipment and intangibles (21,540.38) (15,771.94)
Sale proceeds from property, plant and equipment and intangibles 2,141.55 635.69
Sale proceeds from current investments (net) - 12,527.36
Sale proceeds from government securities - 0.50
Purchase of non-current investments of subsidiaries (5,880.72) (2,392.92)
Sale of non-current investments of subsidiary 1,429.73 4,132.25
Purchase of non-current investments (0.56) -
Loan given to related parties, inter-corporate and other parties (66,954.94) (27,794.29)
Loan received back from related parties,
inter-corporate and other parties 41,062.63 6,911.85
Interest received 4,382.47 10,656.56
Net cash inflow / (outflow) from investing activities (45,360.22) (11,094.94)
77
ANNUAL REPORT 2017-18
STANDALONE STATEMENT OF CASH FLOWS FOR THE YEAR ENDED MARCH 31, 2018
(` lakhs)
Particulars Year ended Year ended
March 31, 2018 March 31, 2017
C. CASH INFLOW/(OUTFLOW) FROM FINANCING ACTIVITIES
Dividend paid including dividend distribution tax (3,519.99) (3,814.28)
Proceeds from non-current borrowings 27,814.95 31,159.00
Repayment of non-current borrowings (40,509.03) (60,345.21)
Repayment of finance lease (165.00) -
Increase/(decrease) in current borrowings 41,134.90 (49,846.78)
Loan from/(repaid) to subsidiaries - (9,592.98)
Interest and bank charges paid (38,440.60) (35,317.51)
Net cash inflow / (outflow) from financing activities (13,684.77) (1,27,757.76)
Net changes in cash and cash equivalents (1,709.83) (7,174.19)
Cash and cash equivalents at beginning of the year 2,636.12 9,811.86
Exchange difference on translation of foreign
currency cash and cash equivalents 0.20 (1.55)
Cash and cash equivalents at end of the year 926.49 2,636.12
NOTES:
1. Increase/(decrease) in current borrowings are shown net of repayments.
2. Figures in bracket indicates cash outflow.
3. The above cash flow statement has been prepared under the indirect method set out in IND AS - 7 'Statement of Cash Flows'
4. Significant non cash movements in borrowings are towards foreign exchange fluctuations and other adjustments ` 1,188.32 lakhs
(Previous Year ` 5,359.93 lakhs).
5. Expenses disclosed in the cash flow above includes those of discontinued operations of the Company whereas in the
statement of profit and loss such expenses are adjusted in arriving at profit/ (loss) for the year from continued operations. Such
presentation is in accordance with the relevant accounting standards.
This is the Statement of Cash Flows referred to in our report of even date For and on behalf of Board of Directors of Jindal SAW Limited
The accompanying notes are integral part of these financial statements.
For Price Waterhouse Chartered Accountants LLP Neeraj Kumar Sminu Jindal
Firm Registration Number: 012754N/N500016 Group CEO & Whole-time Director Managing Director
Chartered Accountants DIN : 01776688 DIN : 00005317
Sougata Mukherjee
Partner Sunil K. Jain Narendra Mantri
Membership Number: 057084 Company Secretary Head Commercial & CFO
Place : New Delhi M. No. FCS 3056
Dated : May 25, 2018
78
ANNUAL REPORT 2017-18
79
ANNUAL REPORT 2017-18
80
ANNUAL REPORT 2017-18
81
ANNUAL REPORT 2017-18
82
ANNUAL REPORT 2017-18
83
ANNUAL REPORT 2017-18
84
ANNUAL REPORT 2017-18
85
ANNUAL REPORT 2017-18
86
ANNUAL REPORT 2017-18
87
ANNUAL REPORT 2017-18
Title of standard Appendix B to Ind AS 21 Foreign currency transactions and advance consideration
Nature of change The Ministry of Corporate Affairs (MCA) has notified Appendix B to Ind AS 21, Foreign currency
transactions and advance consideration. The appendix clarifies how to determine the date of
transaction for the exchange rate to be used on initial recognition of a related asset, expense or
income where an entity pays or receives consideration in advance for foreign currency
denominated contracts.
For a single payment or receipt, the date of the transaction should be the date on which the entity
initially recognises the non-monetary asset or liability arising from the advance consideration (the
prepayment or deferred income/contract liability). If there are multiple payments or receipts for
one item, date of transaction should be determined as above for each payment or receipt.
The appendix can be applied:
1. retrospectively for each period presented applying Ind AS 8;
2. prospectively to items in scope of the appendix that are initially recognised
a) on or after the beginning of the reporting period in which the appendix is first applied
(i.e. 1 April 2018 for entities with March year-end); or
b) from the beginning of a prior reporting period presented as comparative information
(i.e. 1 April 2017 for entities with March year-end).
Impact Management has assessed the effects of applying the appendix to its foreign currency transactions
for which consideration is received/ paid in advance. The Company expects this change to impact
its accounting for purchase and revenue contracts involving advance payments in foreign currency.
Presently the Company is not able to reasonably estimate the impact of the application of the
appendix B on the financial statements.
Date of adoption The Company intends to adopt the amendments prospectively to items in scope of the appendix
that are initially recognised on or after the beginning of the reporting period in which the appendix
is first applied (i.e. from 1 April 2018).
88
NOTES TO STANDALONE FINANCIAL STATEMENTS
89
Charge for the period - Discontinued - - - - - - - 938.78 57.64 - 996.42 -
(Add)/Less: Disposal/Adjustments - - 27.93 46.80 - 20.63 27.96 574.67 - - 697.99 -
As at March 31, 2017 486.26 - 6,935.23 52,378.99 710.29 623.69 1,101.23 2,674.18 197.13 430.00 65,537.00 -
Charge for the period- Continued 198.21 - 2,456.61 22,035.08 167.91 218.16 387.58 - - 41.73 25,505.28 -
Charge for the period - Discontinued - - - - - - - 203.33 33.96 - 237.29 -
(Add)/Less: Disposal/Adjustments - - 3.54 2,507.86 58.14 25.41 31.46 2,877.51 75.01 - 5,578.93 -
Add/(Less):Transfer to held for sale - - - - - - - - (156.08) - (156.08) -
As at March 31, 2018 684.47 - 9,388.30 71,906.21 820.06 816.44 1,457.35 - - 471.73 85,544.56 -
Net carrying amount
As at March 31, 2017 10,876.31 81,894.18 71,987.49 4,03,976.48 481.85 1,095.07 1,275.72 4,944.08 309.79 101.09 5,76,942.06 6,549.76
As at March 31, 2018 11,627.69 82,718.51 71,288.01 3,94,967.76 351.88 1,078.03 1,261.37 - - 59.36 5,63,352.61 10,775.61
Notes:
(i) Freehold land includes ` 1,950 lakhs (previous year ` 1,950 lakhs) for which conveyance deed is yet to be executed.
(ii) Refer Note 21 and 25 for Property, Plant and Equipment pledged as security with lenders of the Company.
(iii) Refer Note 42 for borrowing cost and foreign exchange fluctuation capitalised.
(iv) Refer Note 52 for discontinued operations and assets held for sale.
ANNUAL REPORT 2017-18
ANNUAL REPORT 2017-18
90
ANNUAL REPORT 2017-18
91
ANNUAL REPORT 2017-18
(` lakhs)
Particulars As at As at
March 31, 2018 March 31, 2017
8. Non-Current Trade Receivables
Others
Unsecured, considered good 725.82 -
Total Non-Current Trade Receivables 725.82 -
9. Non-Current Loans
Secured, considered good
Loan to other parties (including inter corporate loans) 16,815.84 -
Unsecured, considered good
Loan to related party - 5,272.97
Less: Loan written off - - (5,272.97) -
Loan to other parties (including inter corporate loans) 3,874.83 18,318.46
Loans to employees 78.14 75.78
Total Non-Current Loans 20,768.81 18,394.24
92
ANNUAL REPORT 2017-18
12. Inventories
Raw materials# 72,479.76 80,278.79
Work-in-progress 41,271.96 28,364.29
Finished goods 49,965.37 43,472.98
Stores and spares## 24,766.33 24,539.12
Loose tools inventory 978.39 778.03
Scrap 5,642.20 2,494.28
Total Inventories 1,95,104.01 1,79,927.49
# Including in transit inventory of ` 618 lakhs (Previous Year ` 25,136.04 lakhs).
## Including in transit inventory of ` 1,709.18 lakhs (Previous Year ` 483.73 lakhs).
93
ANNUAL REPORT 2017-18
(` lakhs)
Particulars As at As at
March 31, 2018 March 31, 2017
16. Current Loans
Unsecured, considered good
Loans to related parties (refer Note 44 and 45) 1,05,877.31 70,376.84
Loan to other parties (including inter corporate loans) 456.98 317.89
Loans to employees 189.52 156.03
Total Current Loans 1,06,523.81 70,850.76
94
ANNUAL REPORT 2017-18
95
ANNUAL REPORT 2017-18
Nature of reserves
Retained earnings represent the undistributed profits of the Company.
Other comprehensive income reserve represent the balance in equity for items to be accounted in other comprehensive
income. OCI is classified into (i) Items that will not be reclassified to profit and loss (ii) Items that will be reclassified to profit and
loss.
Debenture Redemption Reserve represents the statutory reserve for non-convertible debentures issued by the Company. This
is in accordance with Indian Corporate Law wherein a portion of the profits are apportioned each year until the aggregate
amount equals 25% of the face value of the debentures issued and outstanding. The reserve will be released on redemption of
the debentures.
General Reserve represents the statutory reserve, this is in accordance with Indian Corporate law wherein a portion of profit is
apportioned to general reserve. Under Companies Act, 1956 it was mandatory to transfer amount before a company can declare
dividend, however under Companies Act, 2013 transfer of any amount to general reserve is at the discretion of the Company.
Securities Premium Reserve represents the amount received in excess of par value of securities (equity shares, preference
shares and debentures). Premium on redemption of securities is accounted in security premium available. Where security
premium is not available, premium on redemption of securities is accounted in statement of profit and loss. Section 52 of
Companies Act, 2013 specify restriction and utilisation of security premium.
(` lakhs)
Particulars As at As at
March 31, 2018 March 31, 2017
21. Non-Current Borrowings
Secured
Non convertible debentures 32,000.00 35,000.00
Term loan from banks 1,44,265.12 1,39,998.70
Loan from state financial institution 1,299.00 267.21
Finance lease obligations 2,039.10 -
Total Non-Current Borrowings 1,79,603.22 1,75,265.91
96
ANNUAL REPORT 2017-18
97
ANNUAL REPORT 2017-18
98
ANNUAL REPORT 2017-18
99
ANNUAL REPORT 2017-18
100
ANNUAL REPORT 2017-18
101
ANNUAL REPORT 2017-18
102
ANNUAL REPORT 2017-18
103
ANNUAL REPORT 2017-18
(` lakhs)
Particulars As at March 31, 2017
USD Euro GBP AED OMR JPY CHF QAR
Financial assets
Trade receivables 29,869.60 1,395.24 - 108.34 10,826.85 - - -
Loans 14,598.50 4,472.74 - - - - - -
Cash and cash equivalents 39.94 - - - - - - -
Other financials assets - - - - - - - -
Financial liabilities
Borrowings 1,25,389.61 19,923.97 - - - - - -
Trade payables 7,707.01 136.32 0.22 - 1,028.25 (22.15) 6.86 0.19
Other financials liabilities 1,956.24 24.86 - - 267.80 2,115.19 - -
(90,544.82) (14,217.17) (0.22) 108.34 9,530.80 (2,093.04) (6.86) (0.19)
Currency forward 35,555.96 13,287.95 - - - - - -
Net exposure to foreign currency risk (54,988.86) (929.22) (0.22) 108.34 9,530.80 (2,093.04) (6.86) (0.19)
The following table demonstrates the sensitivity in the USD, Euro, JPY and other currencies to the Indian Rupee with all other
variables held constant. The impact on the Company’s profit/(loss) before tax in the fair value of monetary assets and liabilities
is given below:
Particulars Net monetary items in Change in currency Effect on profit /(loss)
respective currency outstanding exchange rate before tax (` lakhs)
on reporting date (Amount)
For the year ended March 31, 2018
USD (4,76,79,453) +5% (1,553.63)
-5% 1,553.63
Euro 25,90,466 +5% 104.00
-5% (104.00)
GBP (2,855) +5% (0.13)
-5% 0.13
OMR 12,49,893 +5% 105.79
-5% (105.79)
JPY (20,01,138) +5% (0.61)
-5% 0.61
Others (25,007) +5% (0.67)
-5% 0.67
104
ANNUAL REPORT 2017-18
The assumed movement in exchange rate sensitivity analysis is based on the currently observable market environment.
Summary of exchange difference accounted in Statement of Profit and Loss:
(` lakhs)
Particulars Year ended Year ended
March 31, 2018 March 31, 2017
Currency fluctuations
Net foreign exchange (gain) / losses shown as other expenses (2,609.71) (2,803.51)
Net foreign exchange (gain) / losses shown as finance cost 2,977.22 3,267.64
Net foreign exchange (gain) / losses shown as other income (836.74) (6,778.28)
Derivatives
Net foreign exchange (gain) / losses shown as other income (5.14) -
Currency forwards (gain) / losses shown as other expenses (376.43) (397.29)
Interest rate swaps (gain) / losses shown as finance cost (459.16) 208.91
Total (1,309.96) (6,502.53)
105
ANNUAL REPORT 2017-18
106
ANNUAL REPORT 2017-18
The movement of the expected loss provision (allowance for bad and doubtful loans and receivables etc.) made by the
Company are as under:
Particulars (` lakhs)
Loss allowance as at April 1, 2016 773.40
Add: Provision made 1,324.76
Less : Utilisation for impairment/ de-recognition 1,048.17
Loss allowance as at March 31, 2017 1,049.99
Add: Provision made 1,261.80
Less : Utilisation for impairment/ de-recognition 502.40
Loss allowance as at March 31, 2018 1,809.39
107
ANNUAL REPORT 2017-18
108
ANNUAL REPORT 2017-18
109
ANNUAL REPORT 2017-18
110
ANNUAL REPORT 2017-18
(` lakhs)
Particulars As at March 31, 2017
Level 1 Level 2 Level 3
Financial liabilities
Borrowings - fixed rate - 2,44,700.86 -
Other financial liabilities - 18,842.93 -
During the year ended March 31, 2018 and year ended March 31, 2017, there were no transfers between Level 1 and Level 2 fair
value measurements, and no transfer into and out of Level 3 fair value measurements. There is no transaction / balance under
level 3.
111
ANNUAL REPORT 2017-18
112
ANNUAL REPORT 2017-18
113
ANNUAL REPORT 2017-18
114
ANNUAL REPORT 2017-18
Book base and tax base of property, plant and equipment and intangible assets 5,627.78 3,252.33
(Disallowance)/Allowance (net) under Income Tax (5,582.98) 1,101.91
Brought forward losses set off 1,391.38 11,810.67
1,436.18 16,164.91
Minimum alternate tax (MAT) credit entitlement/(utilisation) 3,344.23 (7,769.50)
Total 4,780.41 8,395.41
115
ANNUAL REPORT 2017-18
2. Below tables sets forth the changes in the projected benefit obligation and plan assets and amounts recognised in the
standalone Balance Sheet as at March 31, 2018 and March 31, 2017, being the respective measurement dates:
2.a. Movement in Defined Benefit Obligations
(` lakhs)
Particulars Gratuity Leave Encashment
(funded) (unfunded)
Present value of obligation - April 1, 2016 6,721.62 3,437.02
Current service cost 1,020.69 659.54
Interest cost 504.12 257.78
Benefits paid (120.78) (403.44)
Remeasurements - actuarial loss/ (gain) 1,132.96 322.48
Present value of obligation - March 31, 2017 9,258.61 4,273.38
Present value of obligation - April 1, 2017 9,258.61 4,273.38
Current service cost 1,122.57 673.77
Past service cost 470.22 -
Interest cost 717.54 331.19
Benefits paid (216.11) (499.71)
Remeasurements - actuarial loss/ (gain) (258.01) (51.86)
Present value of obligation - March 31, 2018 11,094.82 4,726.77
116
ANNUAL REPORT 2017-18
The assumption of future salary increase takes into account the inflation, seniority, promotion and other relevant factors such
as supply and demand in employment market.
2.f. Sensitivity analysis:
As at March 31, 2018 (` lakhs)
Particulars Change in Gratuity
assumption obligation
Discount rate +1% 9,942.56
-1% 12,464.70
Salary growth rate +1% 12,397.43
-1% 9,975.89
Withdrawal rate +1% 10,811.21
-1% 11,420.86
117
ANNUAL REPORT 2017-18
2.h. Expected contribution during the next annual reporting period (` lakhs)
Particulars Year ended Year ended
March 31, 2018 March 31, 2017
2.j. Estimate of expected benefit payments (In absolute terms i.e. undiscounted)
(` lakhs)
Particulars Gratuity
01 Apr 2018 to 31 Mar 2019 675.02
01 Apr 2019 to 31 Mar 2020 525.91
01 Apr 2020 to 31 Mar 2021 501.55
01 Apr 2021 to 31 Mar 2022 540.22
01 Apr 2022 to 31 Mar 2023 552.21
01 Apr 2023 Onwards 5,402.59
118
ANNUAL REPORT 2017-18
(Figures in no.)
Particulars Year ended Year ended
March 31, 2018 March 31, 2017
119
ANNUAL REPORT 2017-18
(` lakhs)
Particulars Year ended March 31, 2018 Year ended March 31, 2017
Total In cash Yet to Total In cash Yet to
be paid be paid
Details of amount spent:
Eradicating hunger, preventive health care
and sanitation 41.22 30.66 10.56 594.89 583.87 11.02
Charity and Donation - - - 55.61 54.59 1.02
Expenses for differently abled 80.27 80.01 0.26 - - -
Rural development - - - 29.86 28.78 1.08
Animal Welfare 51.73 50.88 0.85 - - -
Measures for benefit of armed forces,
war widows 2.00 2.00 - - - -
Livelihood Enhancement Projects 592.47 592.47 - - - -
Total 767.69 756.02 11.67 680.36 667.24 13.12
120
ANNUAL REPORT 2017-18
c) Disclosure as per amendments to clause 34(3) and 53(f) Schedule- V of the Listing Agreement :
Details of Inter Corporate Loans:
(A) Loans to Subsidiaries:
(` lakhs)
S. Name of Company Amount Maximum Balance Amount Maximum Balance
No. outstanding as at outstanding during outstanding as outstanding during
March 31, 2018 the year 2017-18 at March 31, 2017 the year 2016-17
i S.V.Trading Limited 3,975.58 3,975.58 3,703.80 8,757.57
ii IUP Jindal Metals & Alloys Limited - 810.14 810.14 2,660.22
iii Ralael Holdings Limited 5,485.96 5,485.96 4,472.73 4,620.24
iv Jindal ITF Limited 68,598.30 68,598.30 35,250.52 35,250.52
v Jindal Saw Holdings FZE 11,694.14 11,694.14 10,894.70 15,947.27
vi Jindal Shipyards Limited - 14.00 - -
vii Jindal Tubular (India) Limited - 6,474.00 - -
Total 89,753.98 97,052.12 55,131.89 67,235.82
d) Details of loans given, investment made and Guarantees given, covered u/s 186(4) of the Companies Act 2013.
- Loans given and investment made are given under the respective heads
- Corporate guarantees have been issued on behalf of subsidiary companies, details of which are given in related party
transactions. Refer Note 45.
e) Disclosure of Specified Bank Notes
During the previous year, the Company had Specified Bank Notes (SBN’s) or other denomination notes as defined in the MCA
notification, G.S.R. 308(E), dated March 31, 2017. The details of SBN’s held and transacted during the period from November 8,
2016 to December 30, 2016, the denomination wise SBN’s and other notes as per the notification are as follows:
(` lakhs)
Particulars SBNs Other Total
denomination
notes
Closing Cash in Hand as on 8.11.2016 15.99 0.39 16.38
(+) Permitted Receipts - 30.32 30.32
(-) Permitted Payments 0.07 12.34 12.41
(-) Amount deposited in Banks 15.92 0.01 15.93
Closing Cash in Hand as on 30.12.2016 - 18.36 18.36
For the purposes of this clause, the term ‘Specified Bank Notes’ shall have the same meaning provided in the notification of
the Government of India, Ministry of Finance, Department of Economic Affairs number S.O. 3407(E), dated November 8, 2016.
121
ANNUAL REPORT 2017-18
122
ANNUAL REPORT 2017-18
3. Entities where key management personnel and their relatives exercise significant influence:
S. No. Name of the entities S. No. Name of the entities
1 Abhinandan Investments Limited 28 JITF Infralogistics Limited
2 Bir Plantation Private Limited 29 JITF Water Infrastructure Limited
3 Colorado Trading Company Limited 30 JSW Power Trading Company Limited
4 Danta Enterprises Private Limited 31 JSW Reality & Infrastructure Private Limited
5 Amba River Coke Limited 32 JSW Steel Coated Products Limited
6 Divino Multiventures Private Limited 33 JSW Steel Limited
7 Gagan Trading company Limited 34 JITF Urban Infrastructure Services Limited
8 Glebe Trading Private Limited 35 Maa Bhagwati Travels
9 Estrela Investments Limited 36 Mansarover Investments Limited
10 Four Seasons Investments Limited 37 Nalwa Investment Limited
11 Hexa Securities and Finance Company Limited 38 Nalwa Sons Investments Limited
12 Hexa Tradex Limited 39 O. P. Jindal Charitable Trust
13 Jindal Equipment Leasing & Consultancy Services Limited 40 OPJ Trading Private Limited
14 Jindal Industries Private Limited 41 P. R. Jindal HUF
15 Jindal Stainless (Hisar) Limited 42 Naveen Jindal HUF
16 Jindal Stainless Limited 43 R. K. Jindal & Sons HUF
17 Jindal Steel & Power Limited 44 Rohit Tower Building Limited
18 Jindal Systems Private Limited 45 S. K. Jindal & Sons HUF
19 Jindal Tubular USA LLC (w.e.f. March 31, 2017) 46 Sahyog Tradecorp Private Limited
20 JITF Commodity Tradex Limited 47 Siddeshwari Tradex Private Limited
21 Gagan Infraenergy Limited 48 Stainless Investment Limited
22 JITF Urban Infrastructure Limited 49 Virtuous Tradecorp Private Limited
23 Ms. Sminu Jindal Charitable Trust 50 Mendeza Investments Limited
24 Raj West Power Limited 51 Nacho Investments Limited
25 Templar Investments Limited 52 Timarpur- Okhla Waste Management
Company Private Limited
26 Systran Multiventures Private Limited 53 Jindal Urban Waste Management (Guntur)
Limited
27 Jindal Rail Infrastructure Limited
123
ANNUAL REPORT 2017-18
124
ANNUAL REPORT 2017-18
125
ANNUAL REPORT 2017-18
126
ANNUAL REPORT 2017-18
127
ANNUAL REPORT 2017-18
128
ANNUAL REPORT 2017-18
129
ANNUAL REPORT 2017-18
(` lakhs)
S. Particulars Subsidiaries/ Associate KMP, Relatives of KMP and
No. Enterprises over which KMP
and their relatives having
significant influence
2017-18 2016-17 2017-18 2016-17
B. Outstanding Balance
1 Loans given
Colorado Trading Company Limited - - 183.21 164.74
IUP Jindal Metals & Alloys Limited - 810.14 - -
Jindal ITF Limited 68,598.30 35,250.52 - -
Jindal Saw Holdings FZE 11,694.14 10,894.70 - -
JITF Urban Infrastructure Services Limited - - 15,940.12 14,504.21
Ralael Holdings Limited 5,485.96 4,472.73 - -
S.V. Trading Limited 3,975.58 3,703.80 - -
Stainless Investment Limited - - - 475.43
Jindal Equipment Leasing & Consultancy
ServicesLimited - - - 100.57
130
ANNUAL REPORT 2017-18
131
ANNUAL REPORT 2017-18
132
ANNUAL REPORT 2017-18
(` lakhs)
Name Year ended Year ended
March 31, 2018 March 31, 2017
Ms. Sminu Jindal 267.43 279.65
Mr. Neeraj Kumar 506.45 464.08
Mr. O P Sharma 164.16 149.35
Dr. Dharmendra Gupta 166.21 151.66
Others 462.87 389.33
1,567.12 1,434.07
* Including bonus, sitting fee, commission on accrual basis and value of perquisites.
# The liability for gratuity and leave encashment are provided on actuarial basis for the Company as a whole. Accordingly,
amounts accrued pertaining to key managerial personnel are not included above.
$ including PF, leave encashment paid and any other benefit.
46. Contingent liabilities
i) Guarantees
(` lakhs)
Particulars As at As at
March 31, 2018 March 31, 2017
Guarantees issued by the Company's bankers on behalf of the Company 90,381.09 78,504.77
Corporate guarantees/ undertaking issued to lenders of subsidiary companies 79,289.14 1,33,700.94
Performance guarantees issued on behalf of subsidiary company 3,452.73 2,969.86
Duty saved for availing various export based incentive schemes 4,659.06 1,118.58
Total 1,77,782.02 2,16,294.15
It is not possible to predict the outcome of the pending litigations with accuracy, the Company believes, based on legal
opinions received, that it has meritorious defences to the claims. The management believe the pending actions will not require
outflow of resources embodying economic benefits and will not have a material adverse effect upon the results of the
operations, cash flows or financial condition of the Company.
133
ANNUAL REPORT 2017-18
Amount disclosed above includes continued and discontinued operations of the Company.
134
ANNUAL REPORT 2017-18
135
ANNUAL REPORT 2017-18
Bellary Unit
The Company’s manufacturing facility at Bellary has been granted, "Subsidy for setting up of ETP Plant" by Government of
Karnataka. As per operational guidelines of Karnataka Industrial Policy 2009-2014 and package of incentive and concession
scheme offered for investment, Bellary unit is eligible for subsidy for setting up of ETP Plant (Effluent treatment plant).
Eligibility: One time capital subsidy up to 50% of the cost of Effluent Treatment Plants (ETPs) is available to Manufacturing Micro,
Small and Medium Enterprises and Service Enterprises, Manufacturing SEZ Enterprises, Large and Mega industries both for
establishment of new enterprises or for expansion, diversification, and modernization of existing industries, subject to a ceiling
of ` 100 lakhs per manufacturing enterprises in zone-1, 2 and 3 and a ceiling of ` 50 lakhs in zone-4. Since our unit is eligible, we
applied for capital subsidy on Effluent Treatment Plants (ETPs) and get it sanctioned from District Industries Centre, Bellary and
Directorate of Industries and Commerce, Bengaluru for capital subsidy on ETP of ` 31.50 lakhs.
In terms of the Indian Accounting Standard (IND AS 20) “Accounting for Government Grants”, Government grants relating to
income are deferred and recognised in the profit or loss over the period necessary to match them with the costs that they are
intended to compensate and presented within other operating revenue. Government grants relating to the purchase of
property, plant and equipment are included in non-current liabilities as deferred income and are credited to profit or loss on a
straight-line basis over the expected lives of the related assets and presented within other operating revenue. There are no
unfulfilled conditions or other contingencies attaching to these grants
Balances of Government grant received in advance and income recognized during the period are as follows:
(` lakhs)
Particulars As at As at
March 31, 2018 March 31, 2017
Government grant- opening 31.28 -
Addition during the Year - 31.50
Revenue recognised 3.15 0.22
Government grant received in advance- closing 28.13 31.28
136
ANNUAL REPORT 2017-18
137
ANNUAL REPORT 2017-18
Net profit available to equity holders of the Company used in the basic and diluted earnings per share was determined as
follows: (` lakhs)
Particulars Year ended Year ended
March 31, 2018 March 31, 2017
Profit/(loss) from continuing operations after tax for EPS- B 39,430.85 38,606.73
Basic Earnings per share (B/A) (`) 12.33 12.07
Diluted Earnings per share (B/A) (`) 12.33 12.07
Profit/(loss) from discontinued operations after tax for EPS- C (851.02) (7,836.51)
Basic Earnings per share (C/A) (`) (0.27) (2.45)
Diluted Earnings per share (C/A) (`) (0.27) (2.45)
Profit/(loss) from continuing and discontinued operations after tax
for EPS- D 38,579.83 30,770.22
Basic Earnings per share (D/A) (`) 12.06 9.62
Diluted Earnings per share (D/A) (`) 12.06 9.62
The number of shares used in computing basic EPS is the weighted average number of shares outstanding during the year.
The diluted EPS is calculated on the same basis as basic EPS, after adjusting for the effects of potential dilutive equity.
51. Impairment review
Assets are tested for impairment annually or whenever there are any indicators for impairment. Impairment test is performed at
the level of each Cash Generating Unit (‘CGU’) or group of CGUs within the Company at which assets are monitored for internal
management purposes within an operating segment. The impairment assessment is based on higher of value in use and fair
value less cost.
52. Discontinued operation
During the current year, the Company sold all vessels held in its Ocean waterways segment. Consequent to such sale, the ocean
waterways segment has been considered as discontinued operations and accordingly the results of the ocean waterways
segment is presented as discontinued operations in the financial statements and the residual assets not sold as at the year end
are disclosed as assets held for sale. (` lakhs)
Assest held for sale As at As at
March 31, 2018 March 31, 2017
Non- Current Assets- Property, plant and equipment 175.86 -
Current Assets - -
Non- Current Liabilities - -
Current Liabilities - -
138
ANNUAL REPORT 2017-18
The net cash flow incurred by discontinued operations are as follows (` lakhs)
Particulars Year ended Year ended
March 31, 2018 March 31, 2017
Operating (1,364.85) (1,916.53)
Investing 2,021.85 329.52
53. Provisions
Movement in each class of provision during the financial year are provided below:
(` lakhs)
Particulars Employee Restoration Total
Benefits Obligation
As at April 1, 2016 6,256.60 10.52 6,267.12
Provision during the year 1,486.08 2.88 1,488.96
Remeasurement losses accounted for in OCI 1,073.56 - 1,073.56
Payment during the year (524.22) - (524.22)
Interest charge 469.25 1.08 470.33
As at March 31, 2017 8,761.27 14.48 8,775.75
Provision during the year 1,732.52 3.06 1,735.58
Remeasurement gains accounted for in OCI (283.94) - (283.94)
Payment during the year (715.82) - (715.82)
Interest charge 679.00 1.45 680.45
As at March 31, 2018 10,173.03 18.99 10,192.02
As at March 31, 2017
Current 781.92 - 781.92
Non Current 7,979.35 14.48 7,993.83
As at March 31, 2018
Current 1,048.29 - 1,048.29
Non Current 9,124.74 18.99 9,143.73
The expected outflow of provisions for asset retirement obligation is 42 to 44 years.
Refer Note 3.10 for nature and brief of employee benefit provision and refer Note 3.23 for nature and brief of restoration obligation.
139
ANNUAL REPORT 2017-18
140
ANNUAL REPORT 2017-18
56. Jindal ITF Limited, the subsidiary of the Company has secured interim awards of ` 15,850.05 lakhs during 2017-18 and ` 19,781.14
lakhs in the month of April 2018 in respect of dispute with one of its customers. The arbitration proceeding in this matter is at an
advanced stage. Based on the current status of the matter and the legal advice obtained, the Company is of the view that the
final outcome of the dispute resolution process would not have any negative impact on carrying amount of investments and
loans & advances in Jindal ITF Limited amounting to ` 1,03,519.61 lakhs and consequently no adjustment is required to be made
on the said carrying amount.
57. These financial statements were approved and adopted by board of directors of the Company in their meeting dated May 25,
2018.
58. Events after the Balance Sheet Date
The Board of directors have recommended dividend for financials year 2017-18. For details of dividend, refer Note 37.3
59. Previous year figures have been regrouped/ rearranged, wherever considered necessary to conform to current year’s
classification
For and on behalf of Board of Directors of Jindal SAW Limited
For Price Waterhouse Chartered Accountants LLP Neeraj Kumar Sminu Jindal
Firm Registration Number: 012754N/N500016 Group CEO & Whole-time Director Managing Director
Chartered Accountants DIN : 01776688 DIN : 00005317
Sougata Mukherjee
Partner Sunil K. Jain Narendra Mantri
Membership Number: 057084 Company Secretary Head Commercial & CFO
Place : New Delhi M. No. FCS 3056
Dated : May 25, 2018
141
Statement containing salient features of the financial statement of subsidiaries pursuant to first proviso to sub-section (3) of section 129 read with rule 5 of Companies (Accounts) Rules, 2014
Form AOC - I
Part “A”: Subsidiaries
S. Name of the subsidiary Date of Note Reporting Financial Ex- Report- Share Reserves Total Total Invest- Turnover Profit/ Provision Profit/ Proposed % of
No. becoming a period period change ing Capital & Surplus Assets Liabilities ments (Loss) for (Loss) Dividend sharehol
subsidiary ended rates # Cur- before taxation after -ding/
(acquisition) rency taxation taxation Voting
Power
1 Jindal ITF Limited March 31, 2008 a, d Apr'17-Mar'18 March 31, 2018 1.00 INR 7,916.06 (49,745.62) 93,602.29 1,35,431.85 0.28 2,476.87 (35,915.64) (6,339.12) (29,576.52) - 51.00%
2 IUP Jindal Metals & Alloys Limited August 9, 2004 a Apr'17-Mar'18 March 31, 2018 1.00 INR 1,400.00 9,529.95 14,880.12 3,950.17 - 20,704.57 2,196.47 549.68 1,646.79 - 80.71%
3 S.V. Trading Limited September 5, 2007 a, c, d Apr'17-Mar'18 March 31, 2018 65.17 USD 5,832.72 23,283.42 33,096.45 3,980.31 9,179.86 - (253.91) - (253.91) - 100.00%
4 Quality Iron and Steel Limited June 24, 2011 a, b Apr'17-Mar'18 March 31, 2018 1.00 INR 5.00 (6.38) - 1.38 - - (0.09) - (0.09) - 100.00%
5 Ralael Holdings Limited June 19, 2011 a Jan'17-Dec'17 December 31, 2017 76.62 Euro 3.37 7,542.05 38,920.95 31,375.53 - - (1,187.03) 10.08 (1,197.11) - 100.00%
6 Jindal Saw Holdings FZE October 19, 2009 a Apr'17-Mar'18 March 31, 2018 17.74 AED 17,327.91 (9,141.14) 37,704.44 29,517.67 - 0.77 (1,196.57) - (1,196.57) - 100.00%
7 Greenray Holdings Limited June 19, 2011 a, e Apr'17-Mar'18 March 31, 2018 91.34 GBP 8,778.92 (9,038.06) 20.33 279.47 - - (68.79) - (68.79) - 100.00%
ANNUAL REPORT 2017-18
8 Jindal Tubular (India) Limited February 5, 2015 a Apr'17-Mar'18 March 31, 2018 1.00 INR 705.00 (689.67) 6,813.31 6,797.98 - 11,784.42 910.63 522.55 388.08 - 100.00%
9 Jindal Quality Tubular Limited September 15, 2015 a Apr'17-Mar'18 March 31, 2018 1.00 INR 956.76 616.41 23,422.45 21,849.28 - 8,287.78 (3,304.55) (919.36) (2,385.19) - 67.00%
10 JITF Shipyards Limited August 5, 2016 a Apr'17-Mar'18 March 31, 2018 1.00 INR (2,200.00) 11,327.29 9,998.23 870.94 - 255.18 (33.53) 19.17 (52.70) - 100.00%
11 Jindal Intellicom Limited August 5, 2016 a, d Apr'17-Mar'18 March 31, 2018 1.00 INR 1,076.00 2,577.86 4,333.18 679.32 1,757.28 3,051.51 24.63 1.89 22.74 - 98.78%
12 iCom Analytics Limited August 9, 2010 a Apr'17-Mar'18 March 31, 2018 1.00 INR 15.00 (27.46) 251.13 263.59 84.21 158.82 4.21 1.00 3.21 - 98.78%
13 Jindal Saw Gulf L.L.C. October 19, 2009 a Apr'17-Mar'18 March 31, 2018 17.74 AED 51,426.89 (21,637.41) 42,495.67 12,706.19 - 42,627.05 (4,652.48) - (4,652.48) - 36.75%
14 World Transload & Logistics LLC May 22, 2014 a, f Apr'17-Mar'18 March 31, 2018 65.17 USD 3,261.41 4,239.37 9,180.07 1,679.29 - 9,206.68 589.20 (185.60) 774.80 - 100.00%
15 Jindal Saw USA, LLC July 18, 2007 a Apr'17-Mar'18 March 31, 2018 65.17 USD 9,775.50 19,194.30 49,356.92 20,387.12 - 21,381.98 4,768.03 20.38 4,747.65 - 100.00%
142
16 Jindal Saw Italia S.P.A. October 1, 2010 a Jan'17-Dec'17 December 31, 2017 76.62 Euro 33,482.28 (32,711.56) 21,519.87 20,749.15 - 9,489.21 (3,553.48) 229.86 (3,783.34) - 100.00%
17 Jindal Saw Middle East FZC October 19, 2009 a Apr'17-Mar'18 March 31, 2018 17.74 AED 19,067.33 (10,216.49) 99,825.52 90,974.68 - 4,519.53 (1,919.82) - (1,919.82) - 75.00%
18 Derwent Sand SARL June 19, 2011 a, e Jan'17-Dec'17 December 31, 2017 0.56 DZD 304.45 (1,581.94) 2,624.32 3,901.81 - - (230.99) - (230.99) - 99.62%
19 Drill Pipe International LLC May 22, 2014 a Apr'17-Mar'18 March 31, 2018 65.17 USD 4,864.79 (3,851.01) 8,262.55 7,248.77 - 3,337.81 (820.98) - (820.98) - 100.00%
20 Jindal International FZE July 8, 2015 a, b Apr'17-Mar'18 March 31, 2018 17.74 AED 26.62 (25.61) 8.10 7.09 - - (7.29) - (7.29) - 100.00%
21 Jindal Intellicom LLC August 6, 2016 a Apr'17-Mar'18 March 31, 2018 65.17 USD - (6.35) 0.55 6.91 - - (6.27) - (6.27) - 98.78%
22 Sulog Transshipment Services Limited June 29, 2016 a Apr'17-Mar'18 March 31, 2018 1.00 INR 2,690.06 4,303.17 13,621.14 6,627.91 - - (844.87) - (844.87) - 51.00%
Notes:
a) Financial information has been extracted from the audited standalone financial statements.
b) Subsidiaries yet to commence operations
c) The financial statements for these subsidiaries are not required to be prepared as per the local laws of the countries where they are incorporated
d) Investment excludes investment in subsidiary.
e) Subsidiaries included in discontinued operations.
f) Comprises of consolidated results of following subsidiaries 1) Tube Technologies INC, 2) 5101 Boone LLP, 3) Helical Anchors INC, 4) Boone Real Property Holding LLC
S.No. Name of the associate Date of Financial year Share in associate held by the company on Description
Networth Profit / (loss) for the year ended
becoming an ended March 31, 2018 of how there
attributable to March 31, 2018
associate is significant
shareholders as
Number of Amount of Extent of Considered Not considered
(acquisition) influence per latest in consolidation in consolidation
shares investment in holding %
audited balance
associate (` lakhs)
sheet (` lakhs)
1 Jindal Fittings Limited March 29, 2016 March 31, 2018 1,39,96,803 - 36.00% % of share capital 217.90 (540.76) -
143
ANNUAL REPORT 2017-18
CONSOLIDATED
FINANCIAL
STATEMENTS
ANNUAL REPORT 2017-18
AUDITORS' REPORT
INDEPENDENT AUDITORS’ REPORT
To the Members of Jindal SAW Limited
Report on the Consolidated Indian Accounting Standards (Ind AS) Financial Statements
1. We have audited the accompanying consolidated Ind AS financial statements of Jindal SAW Limited (“hereinafter referred to as
the Holding Company”) and its subsidiaries (the Holding Company and its subsidiaries together referred to as “the Group”), and
associate company; (refer Note 3.3 and 58 to the attached consolidated financial statements), comprising of the consolidated
Balance Sheet as at March 31, 2018, the consolidated Statement of Profit and Loss (including Other Comprehensive Income), the
consolidated Cash Flow Statement for the year then ended and the Statement of Changes in Equity for the year then ended,
and a summary of significant accounting policies and other explanatory information prepared based on the relevant records
(hereinafter referred to as “the Consolidated Ind AS Financial Statements”).
Management’s Responsibility for the Consolidated Ind AS Financial Statements
2. The Holding Company’s Board of Directors is responsible for the preparation of these consolidated Ind AS financial statements
in terms of the requirements of the Companies Act, 2013 (hereinafter referred to as “the Act”) that give a true and fair view of the
consolidated financial position, consolidated financial performance, consolidated cash flows and changes in equity of the
Group including its associates in accordance with accounting principles generally accepted in India including the Indian
Accounting Standards specified in the Companies (Indian Accounting Standards) Rules,2015 (as amended) under Section 133 of
the Act. The Holding Company’s Board of Directors is also responsible for ensuring accuracy of records including financial
information considered necessary for the preparation of consolidated Ind AS financial statements.The respective Board of
Directors of the companies included in the Group and of its associates are responsible for maintenance of adequate accounting
records in accordance with the provisions of the Act for safeguarding the assets of the Group and its associates respectively and
for preventing and detecting frauds and other irregularities; the selection and application of appropriate accounting policies;
making judgements and estimates that are reasonable and prudent; and the design, implementation and maintenance of
adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the
accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and
are free from material misstatement, whether due to fraud or error, which has been used for the purpose of preparation of the
consolidated Ind AS financial statements by the Directors of the Holding Company, as aforesaid.
Auditors’ Responsibility
3. Our responsibility is to express an opinion on these consolidated Ind AS financial statements based on our audit. While
conducting the audit, we have taken into account the provisions of the Act and the Rules made thereunder including the
accounting standards and matters which are required to be included in the audit report.
4. We conducted our audit of the consolidated Ind AS financial statements in accordance with the Standards on Auditing specified
under Section 143(10) of the Act and other applicable authoritative pronouncements issued by the Institute of Chartered
Accountants of India. Those Standards and pronouncements require that we comply with ethical requirements and plan and
perform the audit to obtain reasonable assurance about whether the consolidated Ind AS financial statements are free from
material misstatement.
5. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated Ind
AS financial statements. The procedures selected depend on the auditors’ judgement, including the assessment of the risks of
material misstatement of the consolidated Ind AS financial statements, whether due to fraud or error. In making those risk
assessments, the auditor considers internal financial control relevant to the Holding Company’s preparation of the consolidated
Ind AS financial statements that give a true and fair view, in order to design audit procedures that are appropriate in the
circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness
of the accounting estimates made by the Holding Company’s Board of Directors, as well as evaluating the overall presentation
of the consolidated Ind AS financial statements.
6. We believe that the audit evidence obtained by us and the audit evidence obtained by the other auditors in terms of their
reports referred to in sub-paragraph 9 of the Other Matters paragraph below is sufficient and appropriate to provide a basis for
our qualified audit opinion on the consolidated Ind AS financial statements.
Basis for Qualified Opinion included in Auditors report of Subsidiary Companies
7. The audit report on the financial statements of DERWENT SAND SARL and Jindal Saw USA LLC subsidiaries of the Company issued
by an independent firm of Chartered Accountants vide its Report dated April 05, 2018 and April 23, 2018 respectively contains
the following qualification, which is reproduced by us as under
a) In respect of DERWENT SAND SARL - The net situation of the Company is negative i.e. (-) 229,309,879.65 DA (equivalent INR
1347.30 Lakhs) that directly impacts the business continuity principle. The Company must comply with current regulations,
in particular article 589 of the Commercial Code (of the country) in which subsidiary company is incorporated. Since the
regulated period of 4 months has elapsed, no capital increase has been made to date (as stipulated in the AGEX resolution
held on 30.06.2017 and handle the other remarks mentioned in the technical report.
147
ANNUAL REPORT 2017-18
AUDITORS' REPORT
b) In respect of Jindal Saw USA LLC – As discussed in Note 2 to the financial statements which are for Jindal Saw USA LLC
standalone financial statements, the Company reports its investment in Drill Pipe International LLC, a 100% owned subsidiary
on cost method of accounting. The financial statements of the subsidiary company do not consolidate the financial
position or results of the operations from its subsidiary in accordance with generally accepted accounting principles
accepted in the USA and are not intended to be a full presentation under generally accepted accounting principles. In our
opinion, disclosure of this information is required by accounting principle generally accepted in the USA.
The above qualifications, as included in the subsidiary auditor’s reports do not impact our opinion on the consolidated financial
statements as:
(a) In respect of DERWENT SAND SARL – As the assets and liabilities of this subsidiary is classified and disclosed as held for sale
in the consolidated financial statements, there is no further impact of this matter on the consolidated financial statements.
(b) In respect of Jindal Saw USA LLC – Drill Pipe International LLC, the step down subsidiary, has been included in the
preparation of the Group’s consolidated financial statements. Consequently, there is no impact of this matter on the
consolidated financial statements.
Opinion
8. In our opinion and to the best of our information and according to the explanations given to us, the aforesaid consolidated Ind
AS financial statements give the information required by the Act in the manner so required give a true and fair view in conformity
with the accounting principles generally accepted in India of the consolidated state of affairs of the Group and its associates as
at March 31, 2018, and their consolidated total comprehensive income (comprising of consolidated loss or profit and
consolidated other comprehensive income), their consolidated cash flows and consolidated changes in equity for the year
ended on that date.
Other Matter
9. We did not audit the financial statements/financial information of 26 subsidiaries whose financial statements/ financial
information reflect total assets of ` 510,129.86 lakhs and net assets of ` 110,686.46 lakhs as at March 31, 2018, total revenue of `
136,846.62 lakhs, total comprehensive income (comprising of loss and other comprehensive income) of ` (-)38,405.74 lakhs and
net cash flows amounting to ` (-)810.77 lakhs for the year ended on that date, as considered in the consolidated Ind AS financial
statements. The consolidated Ind AS financial statements also include the Group’s share of total comprehensive income
(comprising of loss and other comprehensive income) of ` (-) 540.76 lakhs for the year ended March 31, 2018 as considered in
the consolidated Ind AS financial statements, in respect of one associate company respectively, whose financial statements/
financial information have not been audited by us. These financial statements/ financial information have been audited by other
auditors whose reports have been furnished to us by the Management, and our opinion on the consolidated Ind AS financial
statements insofar as it relates to the amounts and disclosures included in respect of these subsidiaries and associate company
and our report in terms of sub-section (3) of Section 143 of the Act insofar as it relates to the aforesaid subsidiaries and associates,
is based solely on the reports of the other auditors.
Our opinion on the consolidated Ind AS financial statements and our report on Other Legal and Regulatory Requirements
below, is not modified in respect of the above matters with respect to our reliance on the work done and the reports of the
other auditors.
10. The consolidated Ind AS financial statements of the Holding Company for the year ended March 31, 2017, were audited by
another firm of chartered accountants under the Companies Act, 2013 who, vide their report dated May 29, 2017, expressed an
unmodified opinion on those financial statements. Our opinion is not qualified in respect of this matter.
Report on Other Legal and Regulatory Requirements
11. As required by Section143 (3) of the Act, we report, to the extent applicable, that:
(a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were
necessary for the purposes of our audit of the aforesaid consolidated Ind AS financial statements.
(b) In our opinion, proper books of account as required by law maintained by the Holding Company, its subsidiaries included
in the Group and associate companies incorporated in India including relevant records relating to preparation of the
aforesaid consolidated Ind AS financial statements have been kept so far as it appears from our examination of those books
and records of the Holding Company and the reports of the other auditors.
(c) The Consolidated Balance Sheet, the Consolidated Statement of Profit and Loss (including other comprehensive income),
Consolidated Cash Flow Statement and the Consolidated Statement of Changes in Equity dealt with by this Report are in
agreement with the relevant books of account maintained by the Holding Company, its subsidiaries included in the Group
and associate companies incorporated in India including relevant records relating to the preparation of the consolidated
Ind AS financial statements.
(d) In our opinion, the aforesaid consolidated Ind AS financial statements comply with the Indian Accounting Standards
specified under Section 133 of the Act.
148
ANNUAL REPORT 2017-18
AUDITORS' REPORT
(e) On the basis of the written representations received from the directors of the Holding Company as on March 31, 2018 taken
on record by the Board of Directors of the Holding Company and the reports of the statutory auditors of its subsidiary
companies and associate companies incorporated in India, none of the directors of the Group companies and its associate
companies incorporated in India is disqualified as on March 31, 2018 from being appointed as a director in terms of Section
164 (2) of the Act.
(f) With respect to the adequacy of the internal financial controls with reference to financial statements of the Holding
Company, its subsidiary companies and associate companies incorporated in India and the operating effectiveness of
such controls, refer to our separate Report in Annexure A.
(g) With respect to the other matters to be included in the Auditors’ Report in accordance with Rule 11 of the Companies (Audit
and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:
i. The consolidated Ind AS financial statements disclose the impact, if any, of pending litigations as at March 31, 2018 on the
consolidated financial position of the Group and its associate companies– Refer Note 47 and 60 to the consolidated Ind
AS financial statements.
ii. Provision has been made in the consolidated Ind AS financial statements, as required under the applicable law or
accounting standards, for material foreseeable losses, if any, on long-term contracts including derivative contracts as at
March 31, 2018– Refer (a) Note 41 to the consolidated Ind AS financial statements in respect of such items as it relates to the
Group and its associates and (b) the Group’s share of net loss in respect of its associates.
iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund
by the Holding Company and its subsidiary companies and associate company incorporated in India during the year
ended March 31, 2018 except in respect of dividend amounting to ` 181.75 lakhs which has been kept in abeyance due to
pursuant to court order.
iv. The reporting on disclosures relating to Specified Bank Notes is not applicable to the Company for the year ended March
31, 2018
Sougata Mukherjee
Partner
Membership Number: 057084
Date : May 25, 2018
Place : New Delhi
149
ANNUAL REPORT 2017-18
AUDITORS' REPORT
Annexure A to Independent Auditors’ Report
Referred to in paragraph 11(f) of the Independent Auditors’ Report of even date to the members of Jindal SAW Limited on the
consolidated financial statements for the year ended March 31, 2018
Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Act
1. In conjunction with our audit of the consolidated financial statements of the Company as of and for the year ended March 31, 2018,
we have audited the internal financial controls over financial reporting of Jindal SAW Limited (hereinafter referred to as “the
Holding Company”) and its subsidiary companies and its associate companies, which are companies incorporated in India, as of
that date.
Management’s Responsibility for Internal Financial Controls
2. The respective Board of Directors of the Holding company, its subsidiary companies and its associate company, to whom
reporting under clause (i) of sub section 3 of Section 143 of the Act in respect of the adequacy of the internal financial controls over
financial reporting is applicable, which are companies incorporated in India, are responsible for establishing and maintaining
internal financial controls based on “internal control over financial reporting criteria established by the Company considering the
essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial
Reporting issued by the Institute of Chartered Accountants of India (ICAI)”. These responsibilities include the design,
implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly
and efficient conduct of its business, including adherence to the respective company’s policies, the safeguarding of its assets, the
prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely
preparation of reliable financial information, as required under the Act.
Auditor’s Responsibility
3. Our responsibility is to express an opinion on the Company's internal financial controls over financial reporting based on our audit.
We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting
(the “Guidance Note”) issued by the ICAI and the Standards on Auditing deemed to be prescribed under section 143(10) of the
Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of internal
financial controls and both issued by the ICAI. Those Standards and the Guidance Note require that we comply with ethical
requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls
over financial reporting was established and maintained and if such controls operated effectively in all material respects.
4. Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system
over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included
obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists,
and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures
selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the financial
statements, whether due to fraud or error.
5. We believe that the audit evidence we have obtained and the audit evidence obtained by the other auditors in terms of their
reports referred to in the Other Matters paragraph below, is sufficient and appropriate to provide a basis for our audit opinion on
the Company’s internal financial controls system over financial reporting.
Meaning of Internal Financial Controls Over Financial Reporting
6. A company's internal financial control over financial reporting is a process designed to provide reasonable assurance regarding
the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally
accepted accounting principles. A company's internal financial control over financial reporting includes those policies and
procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and
dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and
expenditures of the company are being made only in accordance with authorisations of management and directors of the
company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or
disposition of the company's assets that could have a material effect on the financial statements.
Inherent Limitations of Internal Financial Controls Over Financial Reporting
7. Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or
improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also,
projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that
the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the
degree of compliance with the policies or procedures may deteriorate.
Opinion
8. In our opinion, the Holding Company, its subsidiary companies and its associate company, which are companies incorporated in
India, have, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial
controls over financial reporting were operating effectively as at March 31, 2018, based on the internal control over financial
reporting criteria established by the Company considering the essential components of internal control stated in the Guidance
Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.
150
ANNUAL REPORT 2017-18
AUDITORS' REPORT
Other Matters
9. Our aforesaid reports under Section 143(3)(i) of the Act on the adequacy and operating effectiveness of the internal financial
controls over financial reporting insofar as it relates to nine subsidiary companies and one associate, which are companies
incorporated in India, is based on the corresponding reports of the auditors of such companies incorporated in India. Our
opinion is not qualified in respect of this matter.
Sougata Mukherjee
Partner
Membership Number: 057084
Date : May 25, 2018
Place : New Delhi
151
ANNUAL REPORT 2017-18
This is the consolidated balance sheet referred to in our report of even date For and on behalf of Board of Directors of Jindal SAW Limited
The accompanying notes are integral part of these financial statements.
For Price Waterhouse Chartered Accountants LLP Neeraj Kumar Sminu Jindal
Firm Registration Number: 012754N/N500016 Group CEO & Whole-time Director Managing Director
Chartered Accountants DIN : 01776688 DIN : 00005317
Sougata Mukherjee
Partner Sunil K. Jain Narendra Mantri
Membership Number: 057084 Company Secretary Head Commercial & CFO
Place : New Delhi M. No. FCS 3056
Dated : May 25, 2018
152
ANNUAL REPORT 2017-18
CONSOLIDATED STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED MARCH 31, 2018
(` lakhs)
Particulars Note No. Year ended Year ended
March 31, 2018 March 31, 2017
I. Income
Revenue from operations 31 8,53,593.92 7,34,306.42
Other income 32 15,613.22 19,784.91
Total Income (I) 8,69,207.14 7,54,091.33
II. Expenses
Cost of materials consumed 5,14,620.05 3,81,788.13
Purchase of stock-in-trade 1,188.43 12.54
Changes in inventories of finished goods,
stock-in- trade and work-in-progress 33 (25,788.22) (690.70)
Employee benefits expense 34 75,727.14 78,429.10
Finance costs 35 57,915.28 56,863.46
Depreciation and amortisation expense 36 36,348.21 33,740.53
Excise duty 5,770.96 27,294.28
Other expenses 37 1,80,431.27 1,66,078.36
Total Expenses (II) 8,46,213.12 7,43,515.70
III. Profit/(loss) before exceptional items and tax (I-II) 22,994.02 10,575.63
IV. Exceptional items - income / (expense) 57 (9,080.78) 9,589.21
V. Share of profit/ (loss) of associate (540.43) (858.72)
VI. Profit/ (loss) before tax (III+IV+V) 13,372.81 19,306.12
VII. Tax expense:
(1) Current tax 42 13,022.70 11,945.58
(2) Deferred tax 43 288.85 (5,671.59)
Total Tax expense (VII) 13,311.55 6,273.99
VIII. Profit/ (loss) for the year from continuing operations (VI-VII) 61.26 13,032.13
IX. Profit/(loss) from discontinued operations (4,355.52) (13,325.84)
X. Tax credit / (expenses) of discontinued operations 3,196.16 4,145.67
XI. Profit/(loss) from discontinued operations
(after tax) (IX+X) 55 (1,159.36) (9,180.17)
XII. Profit/(loss) for the year (VIII+XI) (1,098.10) 3,851.96
XIII. Profit/(loss) for the year attributable to:
Owners of the parent 17,849.71 11,377.05
Non-controlling interest (18,947.81) (7,525.09)
(1,098.10) 3,851.96
XIV. Other Comprehensive Income:
A. Items that will not be reclassified to profit or loss
(i) Re-measurement gain/ (loss) on defined benefit plans 265.28 (1,144.94)
Income tax effect on above (93.97) 395.06
(ii) Share of profit/ (loss) of associate (0.33) (0.20)
(iii) Equity instruments through other comprehensive income (867.89) 0.08
Income tax effect on above (0.10) (0.02)
153
ANNUAL REPORT 2017-18
CONSOLIDATED STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED MARCH 31, 2018
(` lakhs)
Particulars Note No. Year ended Year ended
March 31, 2018 March 31, 2017
B. Items that will be reclassified to profit or loss
(i) Exchange differences in translating the financial statements
of a foreign operation (2,330.35) 1,116.11
(ii) Debt instruments through other comprehensive income 72.84 129.98
Income tax effect on above (16.70) (28.65)
(2,971.22) 467.42
XV. Total Comprehensive Income for the year (XIII+XIV) (4,069.32) 4,319.38
(Comprising profit/ (loss) and other comprehensive
income for the year)
XVI. Other Comprehensive Income for the year attributable to:
Owners of the parent (2,877.38) 385.79
Non-controlling interest (93.84) 81.63
(2,971.22) 467.42
XVII. Total Comprehensive Income for the year attributable to:
Owners of the parent 14,972.33 11,762.84
Non-controlling interest (19,041.65) (7,443.46)
(4,069.32) 4,319.38
XVIII. Earning per Equity Share (face value of ` 2/- each)
(for continuing operation) 52
(1) Basic 5.91 6.13
(2) Diluted 5.91 6.13
XIX. Earning per Equity Share (face value of ` 2/- each)
(for discontinued operation) 52
(1) Basic (0.36) (2.87)
(2) Diluted (0.36) (2.87)
XX. Earning per Equity Share (face value of ` 2/- each) 52
(for discontinued and continuing operation)
(1) Basic 5.55 3.26
(2) Diluted 5.55 3.26
This is the consolidated statement of profit and loss referred to in our report of even date For and on behalf of Board of Directors of Jindal SAW Limited
The accompanying notes are integral part of these financial statements.
For Price Waterhouse Chartered Accountants LLP Neeraj Kumar Sminu Jindal
Firm Registration Number: 012754N/N500016 Group CEO & Whole-time Director Managing Director
Chartered Accountants DIN : 01776688 DIN : 00005317
Sougata Mukherjee
Partner Sunil K. Jain Narendra Mantri
Membership Number: 057084 Company Secretary Head Commercial & CFO
Place : New Delhi M. No. FCS 3056
Dated : May 25, 2018
154
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED MARCH 31, 2018
155
Addition/(transfer) including addition to equity share capital 20 (12,346.25) 12,041.78 - - - - - - - - - (304.47) -
Provision for premium on redemption of debenture - (945.77) - - - - - - - - - (945.77) -
Transaction with non-controlling interests - - - - - 17,349.45 82.37 - 1.31 - 83.68 17,433.13 (4,619.28)
Balance as at March 31, 2017 - 64,328.98 10,540.00 3,13,412.65 1,975.81 1,34,210.76 8,898.76 176.79 (1,295.87) (29.32) 7,750.36 5,32,218.56 (12,660.46)
Profit for the year - - - - - 17,849.71 - - - - - 17,849.71 (18,947.81)
Other comprehensive Income - - - - - - (2,241.68) 55.45 176.84 (867.99) (2,877.38) (2,877.38) (93.84)
Dividends payments including dividend distribution tax $ 38.3 - - - - - (3,848.52) - - - - - (3,848.52) -
Transfer from retained earnings - - 358.00 - - (358.00) - - - - - - -
Transfer from debenture redemption reserve - - (2,500.00) 2,500.00 - - - - - - - - -
Provision for premium on redemption of debenture - (95.02) - - - - - - - - - (95.02) -
Transaction with non-controlling interests - - - - - (2.84) - - - - - (2.84) 2,062.03
Balance as at March 31, 2018 - 64,233.96 8,398.00 3,15,912.65 1,975.81 1,47,851.11 6,657.08 232.24 (1,119.03) (897.31) 4,872.98 5,43,244.51 (29,640.08)
This is the consolidated statement of changes in equity referred to in our report of even date For and on behalf of Board of Directors of Jindal SAW Limited
The accompanying notes are integral part of these financial statements.
For Price Waterhouse Chartered Accountants LLP Neeraj Kumar Sminu Jindal
Firm Registration Number: 012754N/N500016 Group CEO & Whole-time Director Managing Director
Chartered Accountants DIN : 01776688 DIN : 00005317
Sougata Mukherjee Narendra Mantri
Partner Head Commercial & CFO
Sunil K. Jain
Membership Number: 057084 Company Secretary
Place : New Delhi M. No. FCS 3056
Dated : May 25, 2018
ANNUAL REPORT 2017-18
CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE YEAR ENDED MARCH 31, 2018
(` lakhs)
Particulars Year ended Year ended
March 31, 2018 March 31, 2017
A. CASH INFLOW/ (OUTFLOW) FROM THE OPERATING ACTIVITIES
Net profit/(loss) before tax and after exceptional
items from continuing operations 13,372.81 19,306.12
Net profit/(loss) before tax and after exceptional
items from discontinued operations (4,355.52) (13,325.84)
Adjustments for :
Add/(less)
Depreciation and amortisation 36,589.36 34,743.19
Income from government grant (894.08) (435.73)
Interest expense and bank charges 55,541.05 53,396.63
Interest from finance lease (656.15) (2,134.80)
Loss on sale of fixed assets (net) (Including exceptional items) 13,012.64 7,807.79
Provision for doubtful debts written back (791.32) (56.66)
Liquidated damages 1,025.19 119.65
Bad debts 457.57 4,775.43
Provision for doubtful debts 4,196.80 2,281.23
Share of profit/(loss) of associate 540.43 858.72
Dividend received on investments (0.30) -
Effect of Unrealised foreign exchange (gain)/loss 778.44 (4,406.15)
Net (gain)/loss on derivatives (2,746.98) (5,222.00)
Gain/(loss) on sale of current investments (52.01) (35.36)
Gain/(loss) on fair valuation of investment (0.68) (1.05)
Liquidated damages received (49.29) (626.96)
Interest income (9,507.70) 97,442.97 (8,760.49) 82,303.44
Operating profit before working capital changes 1,06,460.26 88,283.72
Adjustments for :
Inventories (16,355.06) 7,917.24
Trade receivables (64,399.35) 25,782.17
Loans, other financial assets and other assets 3,338.65 23,035.01
Trade payables 16,633.04 (8,900.16)
Other financial liabilities, provisions and other liabilities 17,812.69 (42,970.03) (9,138.16) 38,696.10
Cash generated from operations 63,490.23 1,26,979.82
Tax paid (6,979.28) (10,704.01)
Net cash inflow / (outflow) from operating activities 56,510.95 1,16,275.81
B. CASH INFLOW/(OUTFLOW) FROM INVESTMENT ACTIVITIES
Purchase/sale of current investments (net) 99.60 12,591.60
Purchase of non-current investments (4,094.67) (9,521.38)
Purchase/sale of government securities - 0.50
Investment in mutual funds (100.00) (300.00)
Sale of mutual funds 164.88 -
Sale of interest in subsidiary - 3,971.20
Acquisition of subsidiaries - (6,171.67)
Dividend received on Investments 0.30 -
Purchase of property, plant and equipment and intangibles (27,425.38) (29,189.02)
Sale proceeds from property, plant and equipment and intangibles 8,604.40 580.87
Lease rent (net of investments) 1,286.58 3,859.76
Loans given to related parties (2,486.21) (26,451.26)
Loans received back from related parties 6,737.91 2,190.10
156
ANNUAL REPORT 2017-18
CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE YEAR ENDED MARCH 31, 2018
(` lakhs)
Particulars Year ended Year ended
March 31, 2018 March 31, 2017
Inter-corporate loans and other parties loans given (1,107.41) (3,327.12)
Inter-corporate loans and other parties loans received back 509.76 514.24
Interest received 5,781.03 8,699.50
Net cash inflow/(outflow) from investing activities (12,029.21) (42,552.68)
C. CASH INFLOW/(OUTFLOW) FROM FINANCING ACTIVITIES
Dividend paid including dividend distribution tax (3,519.99) (3,814.28)
Transaction with non controlling interest 2,059.19 12,690.73
Interest and bank charges paid (54,509.75) (53,564.01)
Increase/(decrease) in loan from related parties 11,308.00 25,591.68
Increase/(decrease) in current borrowings 54,153.95 (46,690.82)
Proceeds from non-current borrowings 32,547.51 62,587.18
Repayment of long- term borrowings (80,612.15) (56,143.16)
Payment of finance lease (165.00) -
Redemption of debentures including premium (8,217.50) (22,250.56)
Net cash inflow/(outflow) from financing activities (46,955.74) (81,593.24)
Net changes in cash and cash equivalents (2,474.00) (7,870.11)
Cash and cash equivalents at beginning of the year
of continuing operations 9,727.34 17,745.08
Cash and cash equivalents at beginning of the year
of discontinued operations 4.69 76.65
Add: Upon acquisition of subsidiary - 6.31
Less: Upon disposal of subsidiaries - (112.38)
Exchange difference on translation of foreign
currency cash and cash equivalents (46.39) (113.52)
Cash and cash equivalents at end of the year 7,211.64 9,732.03
Cash and cash equivalents at end of the year
of continuing operations 7,190.77 9,727.34
Cash and cash equivalents at end of the year
of discontinued operations 20.87 4.69
Cash and cash equivalents at end of the year 7,211.64 9,732.03
NOTES:
1. Increase/(decrease) in short term borrowings are shown net of repayments.
2. Figures in bracket indicates cash out flow.
3. The above cash flow statement has been prepared under the indirect method set out in IND AS - 7 'Statement of Cash Flows'
4. Significant non cash movements in borrowings are towards foreign exchange fluctuations and other adjustments amounting
to 4356.94 lakhs (March 31, 2017 - ` 5,217.99)
5. Expenses disclosed in the cash flow above includes those of discontinued operations of the Group whereas in the statement
of profit and loss such expenses are adjusted in arriving at profit/ (loss) for the year from continued operations. Such
presentation is in accordance with the relevant accounting standards.
This is the consolidated statement of cash flows referred to in our report of even date For and on behalf of Board of Directors of Jindal SAW Limited
The accompanying notes are integral part of these financial statements.
For Price Waterhouse Chartered Accountants LLP Neeraj Kumar Sminu Jindal
Firm Registration Number: 012754N/N500016 Group CEO & Whole-time Director Managing Director
Chartered Accountants DIN : 01776688 DIN : 00005317
Sougata Mukherjee
Partner Sunil K. Jain Narendra Mantri
Membership Number: 057084 Company Secretary Head Commercial & CFO
Place : New Delhi M. No. FCS 3056
Dated : May 25, 2018
157
ANNUAL REPORT 2017-18
158
ANNUAL REPORT 2017-18
159
ANNUAL REPORT 2017-18
160
ANNUAL REPORT 2017-18
161
ANNUAL REPORT 2017-18
162
ANNUAL REPORT 2017-18
163
ANNUAL REPORT 2017-18
164
ANNUAL REPORT 2017-18
165
ANNUAL REPORT 2017-18
166
ANNUAL REPORT 2017-18
167
ANNUAL REPORT 2017-18
168
ANNUAL REPORT 2017-18
Title of standard Appendix B to Ind AS 21 Foreign currency transactions and advance consideration
Nature of change The Ministry of Corporate Affairs (MCA) has notified Appendix B to Ind AS 21, Foreign currency
transactions and advance consideration. The appendix clarifies how to determine the date of
transaction for the exchange rate to be used on initial recognition of a related asset, expense or
income where an entity pays or receives consideration in advance for foreign currency
denominated contracts.
For a single payment or receipt, the date of the transaction should be the date on which the entity
initially recognises the non-monetary asset or liability arising from the advance consideration (the
prepayment or deferred income/contract liability). If there are multiple payments or receipts for
one item, date of transaction should be determined as above for each payment or receipt.
The appendix can be applied:
1. retrospectively for each period presented applying Ind AS 8;
2. prospectively to items in scope of the appendix that are initially recognised
a) on or after the beginning of the reporting period in which the appendix is first applied (i.e. 1
April 2018 for entities with March year-end); or
b) from the beginning of a prior reporting period presented as comparative information (i.e. 1
April 2017 for entities with March year-end).
Impact Management has assessed the effects of applying the appendix to its foreign currency transactions
for which consideration is received/paid in advance. The Group expects this change to impact its
accounting for purchase and revenue contracts involving advance payments in foreign currency.
Presently the Group is not able to reasonably estimate the impact of the application of the appendix
B on the financial statements.
Date of adoption The Group intends to adopt the amendments prospectively to items in scope of the appendix that
are initially recognised on or after the beginning of the reporting period in which the appendix is
first applied (i.e. from 1 April 2018).
Title of standard Amendments to Ind AS 12 Income taxes regarding recognition of deferred tax assets on
unrealised losses
Nature of change The amendments clarify the accounting for deferred taxes where an asset is measured at fair value
and that fair value is below the asset’s tax base. They also clarify certain other aspects of accounting
for deferred tax assets set out below:
1. A temporary difference exists whenever the carrying amount of an asset is less than its tax base
at the end of the reporting period.
2. The estimate of future taxable profit may include the recovery of some of an entity’s assets for
more than its carrying amount if it is probable that the entity will achieve this. For example, when
a fixed-rate debt instrument is measured at fair value, however, the entity expects to hold and
collect the contractual cash flows and it is probable that the asset will be recovered for more
than its carrying amount.
3. Where the tax law restricts the source of taxable profits against which particular types of
deferred tax assets can be recovered, the recoverability of the deferred tax assets can only be
assessed in combination with other deferred tax assets of the same type.
4. Tax deductions resulting from the reversal of deferred tax assets are excluded from the
estimated future taxable profit that is used to evaluate the recoverability of those assets. This is to
avoid double counting the deductible temporary differences in such assessment.
An entity shall apply the amendments to Ind AS 12 retrospectively in accordance with Ind AS 5.
However, on initial application of the amendment, the change in the opening equity of the earliest
comparative period may be recognised in opening retained earnings (or in another component of
equity, as appropriate), without allocating the change between opening retained earnings and
other components of equity.
Impact The Group is in the process of assessing the potential impact of Ind AS 12, Income taxes on its
financial statements and related disclosures. Presently, the Group is not able to reasonably estimate
the impact that application of Ind AS 12 is expected to have on its financial statements.
Date of adoption The Group intends to adopt the standard using the modified retrospective approach which means
that the cumulative impact of the adoption will be recognised in retained earnings as of 1 April 2018
and that comparatives will not be restated.
169
ANNUAL REPORT 2017-18
170
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
171
Charge for the period- Continued - 175.02 158.23 3,848.99 25,784.09 292.24 253.86 621.74 91.37 954.88 - 1,284.88 33,465.30 -
Charge for the period - Discontinued - - - - - 1.23 4.53 0.33 - - 57.64 938.78 1,002.51 -
(Add)/Less: Disposal/Adjustments - - 21.78 30.85 489.49 35.45 49.17 27.67 - 480.34 - 574.67 1,709.42 -
Add/(Less): Currency translation - - (4.14) (126.24) (485.50) (7.85) (13.18) (7.59) - - - - (644.50) -
Add/(Less): Transfer to held for sale - - - - - 19.05 22.93 (0.31) - - - - 41.67 -
(Add)/Less: Disposal of subsidiary - - 134.85 1,327.83 973.96 17.97 9.02 19.88 - - - - 2,483.51 -
As at March 31, 2017 - 606.97 296.41 12,365.33 77,414.82 1,104.66 1,353.88 1,758.68 430.00 2,429.40 197.13 4,216.53 1,02,173.81 -
Charge for the period- Continued - 211.11 86.90 3,382.24 28,494.11 249.72 335.39 523.36 41.73 837.72 - 1,975.67 36,137.95 -
Charge for the period - Discontinued - - - - - - - - - - 33.96 203.33 237.29 -
(Add)/Less: Disposal/Adjustments - - 11.57 3.54 2,924.98 64.58 39.93 35.18 - - 75.01 3,982.45 7,137.24 -
Add/(Less): Currency translation - - 0.52 28.05 143.77 2.26 3.59 7.45 - - - - 185.64 -
Add/(Less): Transfer to held for sale - - - - - - - - - - (156.08) - (156.08) -
As at March 31, 2018 - 818.08 372.26 15,772.08 1,03,127.72 1,292.06 1,652.93 2,254.31 471.73 3,267.12 - 2,413.08 1,31,441.37 -
Net carrying amount
As at March 31, 2017 94,596.28 11,182.69 1,160.25 93,526.92 4,81,661.07 648.07 1,570.78 1,824.68 101.09 21,939.51 309.79 36,384.16 7,44,905.29 10,192.95
As at March 31, 2018 95,419.18 11,921.17 1,178.11 92,002.74 4,70,673.78 497.08 1,538.26 1,954.81 59.36 21,101.79 - 14,915.20 7,11,261.48 12,638.40
Notes:
(i) Freehold land includes ` 1,950 lakhs (March 31, 2017 - ` 1,950 lakhs) for which conveyance deed is yet to be executed.
(ii) Addition to vessels include dry docking expenses on lease hold vessel.
(iii) Refer Note 21 and 26 for property, plant and equipment pledged as security with lenders of the Group.
(iv) Refer Note 46 for borrowing cost and foreign exchange capitalised.
(v) Refer Note 54 for disposal of subsidiaries.
(vi) Refer Note 55 for discontinued operations and assets held for sale.
ANNUAL REPORT 2017-18
ANNUAL REPORT 2017-18
Gross Block
As at April 1, 2016 1,861.72 -
Additions 78.81 1.96
Transfer 1.96 (1.96)
(Add)/Less: Disposal/Adjustments (2.89) -
Add/(Less): Currency translation (8.66) -
Add/(Less): Transfer to held for sale 0.28 -
As at March 31, 2017 1,937.00 -
Additions 235.34 169.57
Transfer 169.57 (169.57)
(Add)/Less: Disposal/Adjustments 1.97 -
Add/(Less): Currency translation 42.67 -
As at March 31, 2018 2,382.61 -
Accumulated Depreciation
As at April 1, 2016 1,107.17 -
Charge for the period- Continued 275.23 -
Charge for the period - Discontinued 0.12 -
(Add)/Less: Disposal/Adjustments (1.35) -
Add/(Less): Currency translation (7.86) -
Add/(Less): Transfer to held for sale 0.16 -
As at March 31, 2017 1,376.17 -
Charge for the period- Continued 210.26 -
(Add)/Less: Disposal/Adjustments 1.11 -
Add/(Less): Currency translation 39.66 -
As at March 31, 2018 1,624.98 -
Net carrying amount
As at March 31, 2017 560.83 -
As at March 31, 2018 757.63 -
Note:
Refer Note 55 for discontinued operations.
172
ANNUAL REPORT 2017-18
173
ANNUAL REPORT 2017-18
(` lakhs)
Particulars As at As at
March 31, 2018 March 31, 2017
8. Non-Current Trade Receivables
Others
Unsecured, considered good 1,261.86 -
Total Non-Current Trade Receivables 1,261.86 -
9. Non-Current Loans
Secured, considered good
Loan to other parties (including inter corporate loans) 16,815.84 -
Unsecured, considered good
Loans to related parties (refer Note 49) 6,723.48 11,813.32
Loan to other parties (including inter corporate loans) 3,874.83 18,318.46
Loans to employees 78.47 75.78
Total Non-Current Loans 27,492.62 30,207.56
12. Inventories
Raw materials # 89,470.18 1,00,036.83
Work-in-progress * 46,909.26 32,327.90
Finished goods * 67,232.95 60,094.98
Stores and spares ## 35,391.74 34,985.22
Loose tools inventory 1,161.54 918.48
Scrap * 6,144.83 2,620.38
Total Inventories 2,46,310.50 2,30,983.79
# Inventory in transit of ` 2,690.47 lakhs (previous year ` 25,231.74 lakhs).
* Excludes finished goods ` Nil (Previous year ` 1201.11 lakhs), work in progress ` Nil (Previous year ` 1006.70 lakhs) and scrap ` Nil (Previous year ` 27.84 lakhs) relating
to subsidiary sold in previous year.
## Inventory in transit of ` 428.12 lakhs (previous year ` 559.16 lakhs).
174
ANNUAL REPORT 2017-18
(` lakhs)
Particulars As at As at
March 31, 2018 March 31, 2017
14. Trade Receivables
Related Parties
Unsecured, considered good 4,389.38 13,239.51
Others
Secured, considered good 62,804.46 43,289.98
Unsecured, considered good 1,25,785.11 80,513.23
Unsecured, considered doubtful 4,923.36 3,417.85
Less: Allowance for doubtful debts [Refer Note 38(1)(c)] (4,923.36) (3,417.85)
Total Trade Receivables 1,92,978.95 1,37,042.72
175
ANNUAL REPORT 2017-18
176
ANNUAL REPORT 2017-18
(d) 3,250 equity shares have been held in abeyance as a result of attachment orders by Government authorities, lost shares
certificates and other disputes.
(e) Terms/Rights attached to equity shares
Parent has only one class of equity shares having a par value of ` 2/- per equity share. Each equity shareholder is entitled
to one vote per share.
(` lakhs)
Particulars As at As at
March 31, 2018 March 31, 2017
20.1. Other Equity
(A) Equity component of other financial instruments
Compulsorily Convertible Debentures
Opening balance - 12,346.25
Transfer to equity share capital - (12,346.25)
Closing Balance (A) - -
(B) Retained Earnings
Opening balance 1,34,210.76 1,09,690.78
Add: Profit/(loss) after tax transferred from Statement of Profit and Loss 17,849.71 11,377.05
Add: Transaction with non controlling interest (2.84) 17,349.45
Less: Dividend payments including dividend distribution tax (3,848.52) (3,848.52)
Less: Transfer to debenture redemption reserve (358.00) (358.00)
Closing Balance (B) 1,47,851.11 1,34,210.76
(C) Other Comprehensive Income (OCI) reserve
(i) Foreign Currency Translation Reserve
Opening balance 8,898.76 7,782.64
Addition during the year (2,330.35) 1,116.11
Share of non controlling interest 88.67 (82.36)
Transaction with non controlling interest - 82.37
Closing Balance (i) 6,657.08 8,898.76
(ii) Re-measurement gains/(losses) on defined benefit plans
Opening balance (1,295.87) (549.07)
Addition during the year 170.98 (746.14)
Share of non controlling interest 5.86 (1.97)
Transaction with non controlling interest - 1.31
Closing Balance (ii) (1,119.03) (1,295.87)
177
ANNUAL REPORT 2017-18
Nature of reserves
Retained Earnings represent the undistributed profits of the Group.
Other Comprehensive Income Reserve represents the balance in equity for items to be accounted in Other Comprehensive
Income. OCI is classified into (i) Items that will not be reclassified to profit and loss and (ii) Items that will be reclassified to profit
and loss.
Debenture Redemption Reserve represents the statutory reserve for non-convertible debentures issued. This is in accordance
with Indian Corporate Law wherein a portion of the profits are apportioned each year until the aggregate amount equals to 25%
of the face value of the debentures issued and outstanding. The reserve will be released on redemption of the debentures.
General Reserve represents the statutory reserve in accordance with Indian Corporate law wherein a portion of profit is
apportioned to general reserve. Under Companies Act, 1956 it was mandatory to transfer amount before a entity can declare
dividend, however under Companies Act, 2013 transfer of any amount to General reserve is at the discretion of the entities in
the Group.
Securities Premium Reserve represents the amount received in excess of par value of securities (equity shares, preference
shares and debentures). Premium on redemption of securities is accounted in security premium available. Where security
premium is not available, premium on redemption of securities is accounted in statement of profit and loss. Section 52 of
Companies Act, 2013 specify restriction and utilisation of security premium.
Capital Reserve on Consolidation represents gain on business combination.
178
ANNUAL REPORT 2017-18
Secured
Non- convertible debentures 32,000.00 35,000.00
Term loans from banks 1,69,185.77 1,89,574.09
Term loans from financial Institution 6,567.56 7,862.48
Term loans from NBFC 25,979.17 16,354.36
Finance lease obligation 2,039.10 -
Loan from state financial institution 1,299.00 267.21
Loan from other parties - 919.20
Total Secured 2,37,070.60 2,49,977.34
Unsecured
Loan from related parties (refer Note 49) 68,150.64 56,501.13
Loan from others 25,924.30 23,744.21
Total Unsecured 94,074.94 80,245.34
Total Non- Current Borrowings 3,31,145.54 3,30,222.68
179
ANNUAL REPORT 2017-18
(iv) Term Loan of ` 9,500 lakhs [rate of interest 10.35% p.a. (March 31, 2017 - 10.75% p.a.)] (Including ` 500 lakhs shown in current
maturity) (March 31, 2017 ` 10,000 lakhs, including ` 500 lakhs shown in current maturity) is secured by first pari-passu charge
by way of equitable mortgage on Parent Company's immovable properties and hypothecation of movable fixed assets
both present and future. The loan is repayable in quarterly instalments in six years with annual payments of ` 500 lakhs,
` 700 lakhs, ` 700 lakhs, ` 1,200 lakhs, ` 3,200 lakhs and ` 3,200 lakhs in financial year 2018-19, 2019-20, 2020-21, 2021-22,
2022-23 and 2023-24 respectively.
(v) Term Loan of ` 28,500 lakhs [rate of interest 9.50% p.a. (March 31, 2017 - 9.35% p.a.)] (Including ` 750 lakhs shown in current
maturity) (March 31, 2017 ` 29,250 lakhs, including ` 750 lakhs shown in current maturity) is secured by first pari-passu charge
by way of hypothecation of movable fixed assets both present and future and is to be secured by first pari-passu charge
by way of equitable mortgage on Parent Company's immovable properties. The loan is repayable in seven years in half
yearly instalments with annual payments of ` 750 lakhs, ` 2,250 lakhs, ` 4,500 lakhs, ` 4,500 lakhs, ` 4,500 lakhs, ` 6,000 lakhs
and ` 6,000 lakhs in financial year 2018-19, 2019-20, 2020-21, 2021-22, 2022-23, 2023-24 and 2024-25 respectively.
(vi) Term Loan of ` 11,875 lakhs (rate of interest 10.10% p.a. (March 31, 2017 - 10.50% p.a.)] (Including ` 2,031.25 lakhs shown in
current maturity) (March 31, 2017 ` 12,187.50 lakhs, including ` 312.50 lakhs shown in current maturity) is secured by first
pari-passu charge by way of equitable mortgage on Parent Company's immovable properties and hypothecation of
movable fixed assets both present and future. The loan is repayable in five years with annual payments of ` 2,031.25 lakhs,
` 2,812.50 lakhs, ` 2,812.50 lakhs, ` 2,812.50 lakhs and ` 1,406.25 lakhs on quarterly rest in financial year 2018-19, 2019-20,
2020-21, 2021-22 and 2022-23 respectively.
(vii) Term Loan of ` 11,875 lakhs (rate of interest 9.70% p.a. (March 31, 2017 - 10.15% p.a.)] (Including ` 2,031.25 lakhs shown in
current maturity) (March 31, 2017 ` 12,187.50 lakhs, including ` 312.50 lakhs shown in current maturity) is secured by first
pari-passu charge by way of equitable mortgage on Parent Company's immovable properties and hypothecation of
movable fixed assets both present and future. The loan is repayable in five years with annual payments of ` 2,031.25 lakhs,
` 2,812.50 lakhs, ` 2,812.50 lakhs, ` 2,812.50 lakhs and ` 1,406.25 lakhs on quarterly rest in financial year 2018-19, 2019-20,
2020-21, 2021-22 and 2022-23 respectively.
(viii) Term Loan of ` 9,500 lakhs [rate of interest 9.70% p.a. (March 31, 2017 - 10.50% p.a.)] (Including ` 250 lakhs shown in current
maturity) (March 31, 2017 ` 9,750 lakhs, including ` 250 lakhs shown in current maturity) is secured by first pari-passu charge
by way of hypothecation of movable fixed assets both present and future and is to be secured by first pari-passu charges
by way of equitable mortgage on Parent Company's immovable properties. The loan is repayable in seven years in half
yearly instalments with annual payments of ` 250 lakhs, ` 750 lakhs, ` 1,500 lakhs, ` 1,500 lakhs, ` 1,500 lakhs, ` 2,000 lakhs
and ` 2,000 lakhs in financial year 2018-19, 2019-20, 2020-21, 2021-22, 2022-23, 2023-24 and 2024-25 respectively.
(ix) Term Loan of ` 14,500 lakhs (rate of interest 10.35% p.a.) (Including ` 500 lakhs shown in current maturity) (March 31, 2017
` 15,000 lakhs, including ` 750 lakhs shown in current maturity) is secured by first pari-passu charge by way of
hypothecation of movable fixed assets both present and future and is to be secured by first pari-passu charges by way of
equitable mortgage on Parent Company's immovable properties. The loan is repayable in six years in half yearly
instalments with annual payments of ` 500 lakhs, ` 1,500 lakhs, ` 3,000 lakhs, ` 3,000 lakhs, ` 3,000 lakhs and ` 3,500 lakhs in
financial year 2018-19, 2019-20, 2020-21, 2021-22, 2022-23 and 2023-24 respectively.
(x) Term Loan of ` 9,500 lakhs (rate of interest 9.95% p.a.) (Including ` 250 lakhs shown in current maturity) (March 31, 2017
` 2,500 lakhs, including ` 125 lakhs shown in current maturity) is to be secured by first pari-passu charge by way of equitable
mortgage on Parent Company's immovable properties and hypothecation of movable fixed assets both present and
future. The loan is repayable in seven years in half yearly instalments with annual payments of ` 250 lakhs, ` 750 lakhs,
` 1,500 lakhs, ` 1,500 lakhs, ` 1,500 lakhs, ` 2,000 Lakhs and ` 2,000 lakhs in financial year 2018-19, 2019-20, 2020-21, 2021-22,
2022-23, 2023-24 and 2024-25 respectively.
(xi) Term Loan of ` 3,099 lakhs (rate of interest 9.70%) (Including ` 287 lakhs shown in current maturity) (March 31, 2017 USD
43,68,681.28 (` 2,832.87 lakhs), including USD 1,09,217.03 (` 70.82 lakhs) shown in current maturity, rate of interest 3 months
Libor plus 3.60% p.a.), is secured by first pari-passu charge by way of hypothecation of movable fixed assets both present
and future and is to be secured by first pari-passu charges by way of equitable mortgage on Parent Company's immovable
properties. The loan is repayable in eight years in half yearly instalments with annual payments of ` 287 lacs, ` 74 lacs, ` 222
lacs, ` 444 lacs, ` 444 lacs, ` 444 lacs, ` 592 lacs and ` 592 lacs in financial year 2018-19, 2019-20, 2020-21, 2021-22, 2022-23,
2023-24, 2024-25 and 2025-26 respectively.
(xii) Term Loan of USD 2,56,78,722.40 - ` 16,734.82 lakhs (rate of interest 3 months Libor plus 3.18% p.a.) (Including USD 3,26,837.50
- ` 213 lacs shown in current maturity) (March 31, 2017 ` Nil) is secured by first pari-passu charge by way of hypothecation
of movable fixed assets both present and future and is to be secured by first pari-passu charges by way of equitable
mortgage on Parent Company's immovable properties. The loan is repayable in eight years in half yearly instalments with
annual payments of USD 3,26,837.50- ` 213 lakhs, USD 6,66,979.80- ` 434.67 lakhs, USD 20,00,939.41- ` 1,304.01 lakhs, USD
40,01,878.82- ` 2,608.02 lakhs, USD 40,01,878.82- ` 2,608.02 lakhs, USD 40,01,878.82- ` 2,608.02 lakhs, USD 53,35,838.42-
` 3,477.37 lakhs and USD 53,42,490.82- ` 3,481.71 lakhs in financial year 2018-19, 2019-20, 2020-21, 2021-22, 2022-23, 2023-24,
2024-25 and 2025-26 respectively.
(xiii) Interest free loan from state financial institution, for working capital financing secured by bank guarantee for seven years
from the date of disbursement. Loan disbursed ` 2,530.40 lakhs (discounted value including interest outstanding ` 1,344.98
lakhs) (March 31, 2017 ` 520.58 lakhs (discounted value including interest outstanding ` 267.21 lakhs). Discount rate taken 10%
p.a. Repayment in bullet repayments on due date after seven years from the date of disbursement i.e. ` 520.58 lakhs in
financial year 2023-24 and ` 2,009.82 lakhs in financial year 2024-25.
180
ANNUAL REPORT 2017-18
(xiv) Term loan AED Nil - ` Nil (March 31, 2017 AED 3,93,00,000 - ` 6,906.64 lakhs, including current maturity of AED 39,300,000 -
` 6,906.64 lakhs) was obtained from a financial institution with a sanction limit of Euro 1,00,00,000 to meet the working
capital requirements. The loan carries interest @ 2.25% p.a. and was fully repaid in FY 2017-18. The said loan was secured
by the corporate guarantee of Parent.
(xv) Term Loans include Vehicle Loans of ` 206.88 lakhs (including ` 114.45 lakhs shown in current maturity) (March 31, 2017
` 186.07 lakhs, including ` 88.21 lakhs shown in current maturity) which are secured by way of hypothecation of Vehicles,
which carries rate of interest ranging from 8.15% to 10.75% p.a. (previous year from 8% p.a. to 10.75% p.a.) Loans are
repayable (monthly rest) of ` 114.45 lakhs, ` 72.78 lakhs and ` 19.65 lakhs in financial year 2018-19, 2019-20 and 2020-21
respectively.
(xvi) Term Loans include Vehicle Loan of AED 83,839 - ` 14.88 lakhs (including AED 59,172 - ` 10.50 lakhs shown in current
maturity) (As on March 31, 2017 AED 143,011 - ` 25.25 lakhs, including AED 59,172 - ` 10.45 lakhs shown in current maturity) is
secured by way of hypothecation of Vehicles, which carries rate of interest of 2.99%. The loan is repayable of AED 59,172
and AED 24,667 in financial year 2018-19 and 2019-20 respectively.
(xvii) Term loan of AED Nil- ` Nil (March 31, 2017 AED 17,41,37,269 - ` 30,744.80 lakhs) from consortium of banks (including AED
4,35,34,317- ` 7,686.20 lakhs shown in current maturity), interest rate was six month LIBOR plus 3.25% p.a. Loan was secured
by way of mortgage of immovable properties and hypothecation of movable assets (save and except book debts) both
present and future, subject to charge created/to be created in favour of banker. The loan was also secured by corporate
guarantee of parent and by personal guarantee of a director of Jindal Saw Middle East FZC.
(xviii) Term loan of AED 14,03,77,500 (` 24,909.87 lakhs) (March 31, 2017 ` Nil) carries interest rate @Libor+2.50% p.a. and is
repayable in 9 unequal instalments commencing from May 15, 2019. The loan is secured by way of commercial mortgage
on fixed and non-fixed assets of the entity and Jindal Saw Gulf LLC. Further, the loan is secured by corporate guarantee of
Jindal SAW Ltd, pledge of 49% equity interest in Jindal Saw Gulf LLC held by the Jindal Saw Middle East FZC and pledge
of 75% equity shares of Jindal Saw Middle East FZC held by Jindal Saw Holdings FZE.
(xix) Term Loan of ` Nil (March 31, 2017 ` 3,300 lakhs, including current maturity ` 3,300 lakhs) (rate of interest 11.35% p.a.) drawn
out of sanctioned limit of ` 5,000 lakhs, was secured by first charge over all current assets. The loan was repaid in June 2017.
(xx) Equipment, Real Estate and vehicles loans of USD 1,21,25,156 - ` 7,901.96 lakhs (including USD 20,47,581 - ` 1,334.40 lakhs
shown in current maturity) (March 31, 2017 USD 1,41,62,010 - ` 9,183.36 lakhs, including current maturity USD 20,36,980 -
` 1,320.88 lakhs) is obtained from financial institutions for equipment’s financing. The loan carries interest @ 3.44% to 4.15%
p.a. (previous year 3.53% to 3.99% p.a.) and is repayable in year 2018-19, 2019-20, 2020-21, 2021-22 and 2022-23 amounting
to USD 20,47,581 – ` 1,334.41 lakhs, USD 20,54,980 – ` 1,339.23 lakhs, USD 24,11,947 – ` 1,571.87 lakhs, USD 6,13,326 – ` 399.70
lakhs, USD 3,50,000 – ` 228.09 lakhs respectively and USD 46,47,322 - ` 3,028.66 lakhs from FY 2023-24 to FY 2037-38 till final
maturity.
Term loans from non-banking finance companies (NBFC)
(i) Term Loan of ` 10,000 lakhs (including ` 1,052 lakhs shown in current maturity) (March 31, 2017 ` 29,199.76 lakhs, including `
992.79 lakhs shown in current maturity) is secured by first pari-passu charge on barges and fixed infrastructures and
hypothecation of all movable fixed assets both present and future. The loan is further secured by corporate guarantee of
Parent and corporate guarantees of group companies along with pledge of equity shares held by group companies. The
loan of ` 19,199.76 lakhs was repaid in FY 2017-18. Term loan carries interest @10.60% p.a. and repayable as follows: FY
2018-19 ` 1,052 lakhs, FY 2019-20 ` 1,580 lakhs, FY 2020-21 ` 3,156 lakhs, FY 2021-22 ` 3,156 lakhs and FY 2022-23 ` 1,056 lakhs.
(ii) Term Loan of ` 9,200 lakhs (including ` 1,800 lakhs shown in current maturity) (March 31, 2017 ` 10,000 lakhs, including
current maturity of ` 800 lakhs) is secured by way of first and exclusive charge on land at Bharuch owned by subsidiary.
Further the loan is also secured by way of pledge of 100% shares of JITF Shipyard Ltd and corporate guarantee of Parent.
Term loan carries interest @ 13.10% p.a. repayable as follows: FY 2018-19 ` 1,800 lakhs, FY 2019-20 ` 2,500 lakhs, FY 2020-21
` 3,200 lakhs and FY 2021-22 ` 1,700 lakhs.
(iii) Term Loan ` 9,800 lakhs (Rate of interest 11.95% p.a.) (March 31, 2017 - ` 7,350 lakhs) is secured by first pari-passu charge on
properties. Loan is also secured by the way of pledge of 51% shares of Jindal Quality Tubular Limited and non-disposal
undertaking of 49% equity shares of Jindal Quality Tubular Ltd. The term loan is also guaranteed by Directors/Shareholder
of the subsidiary. The term loan facility are payable in monthly instalment of ` 238 lakhs each in 42 instalments starting from
FY 2019-20 ` 2,857 lakhs, 2020-21 ` 2,857 lakhs, 2021-22 ` 2,857 lakhs and 2022-23 ` 1,229 lakhs.
Secured loan from others:
Loan from other parties includes loan of USD 9,25,131 - ` 602.91 lakhs (including USD 9,25,131 - ` 602.91 lakhs shown under current
maturity) (March 31, 2017 USD 1,06,67,524 ` 6,917.36 lakhs, including current maturity of USD 92,49,994 ` 5,998.16 lakhs). Interest
rate on these loans is 1 year LIBOR plus 6% p.a.
Secured Finance Lease:
(i) Finance lease of ` 1,480.09 lakhs (including ` 154.45 lakhs shown in current maturity) (March 31, 2017 ` Nil) are effectively
secured as the rights to the leased assets recognised in the financial statements revert to the lessor in the event of default.
The discount rate considered for discounting minimum lease payments is 10% p.a. Refer Note 50 for future minimum lease
payments.
(ii) Finance lease of ` 895.59 lakhs (including ` 182.13 lakhs shown in current maturity) (March 31, 2017 ` Nil) are effectively
secured as the rights to the leased assets recognised in the financial statements revert to the lessor in the event of default.
The discount rate considered for discounting minimum lease payments is 18.70% p.a. Refer Note 50 for future minimum
lease payments.
181
ANNUAL REPORT 2017-18
(` lakhs)
Particulars As at As at
March 31, 2018 March 31, 2017
22. Non- Current Trade Payables
Trade payables (including acceptances) 4,973.75 4,635.27
Total Non-Current Trade Payables 4,973.75 4,635.27
There are no amount outstanding towards Micro and small enterprises
182
ANNUAL REPORT 2017-18
(` lakhs)
Particulars As at As at
March 31, 2018 March 31, 2017
183
ANNUAL REPORT 2017-18
(` lakhs)
Particulars As at As at
March 31, 2018 March 31, 2017
(` lakhs)
Particulars Year ended Year ended
March 31, 2018 March 31, 2017
Revenue from operations (sale of finished goods and scrap) for year ended March 31, 2018 are not comparable with previous
year since sales for the period after July 1, 2017 is net of GST whereas for the period upto June 30, 2017 was inclusive of excise
duty.
184
ANNUAL REPORT 2017-18
185
ANNUAL REPORT 2017-18
186
ANNUAL REPORT 2017-18
187
ANNUAL REPORT 2017-18
188
ANNUAL REPORT 2017-18
The assumed movement in exchange rate sensitivity analysis is based on the currently observable market environment.
Summary of exchange difference accounted in Statement of Profit and Loss:
(` lakhs)
Particulars Year ended Year ended
March 31, 2018 March 31, 2017
Currency fluctuations
Net foreign exchange (gain)/ losses shown as other expenses (2,361.96) (3,456.04)
Net foreign exchange (gain)/ losses shown as finance costs 2,977.22 3,267.64
Net foreign exchange (gain)/ losses shown as other income (965.02) (6,778.28)
Derivatives
Currency forwards (gain)/ losses shown as other expenses (2,525.56) (5,671.46)
Net (gain)/ loss on derivatives - finance costs (221.42) 449.46
Net (gain)/ loss on derivatives - other income (20.99) -
Total (3,117.73) (12,188.68)
Reconciliation of the exchange differences recognised in other comprehensive income and accumulated in a separate
component of equity.
(` lakhs)
Particulars Year ended Year ended
March 31, 2018 March 31, 2017
189
ANNUAL REPORT 2017-18
The assumed movement in basis points for interest rate sensitivity analysis is based on the currently observable market
environment.
Interest rate & currency of borrowings
The below details do not necessarily represents foreign currency or interest rate exposure, since the Group has taken
derivatives for off setting the foreign currency and interest rate exposure.
(` lakhs)
Particulars Total Floating rate Fixed rate Weighted
borrowings borrowings borrowings average
interest rate (%)
INR 3,96,649.92 1,88,056.65 2,08,593.27 9.44%
USD 1,97,386.04 46,698.75 1,50,687.29 2.33%
AED 11,258.78 11,243.91 14.87 4.96%
Euro 25,831.91 25,831.91 - 5.26%
Total as at March 31, 2018 6,31,126.65 2,71,831.22 3,59,295.43
INR 3,33,707.11 1,85,984.34 1,47,722.77 10.18%
USD 1,95,435.59 40,263.28 1,55,172.31 1.63%
AED 42,440.64 37,847.56 4,593.08 4.59%
Euro 50,606.78 30,682.82 19,923.96 2.80%
Total as at March 31, 2017 6,22,190.12 2,94,778.00 3,27,412.12
190
ANNUAL REPORT 2017-18
191
ANNUAL REPORT 2017-18
(` lakhs)
Particulars As at March 31, 2017
On Demand 0-12 months > 1 years Total
Interest bearing borrowings
(including current maturities)* - 2,92,427.20 3,34,331.23 6,26,758.43
Financial derivatives - 1,068.69 - 1,068.69
Other liabilties 2,635.61 24,757.25 2,941.00 30,333.86
Trade and other payables 8,529.23 32,611.45 4,635.27 45,775.95
Total 11,164.84 3,50,864.59 3,41,907.50 7,03,936.93
*Included effective interest rate.
192
ANNUAL REPORT 2017-18
193
ANNUAL REPORT 2017-18
194
ANNUAL REPORT 2017-18
(` lakhs)
Particulars As at March 31, 2017
Level 1 Level 2 Level 3
Financial assets
Derivatives - not designated as hedging instruments
- Forward contracts 375.91
Investment
- Mutual funds 1,805.83
- Equity shares 0.22 898.34
Financial liabilities
Derivatives - not designated as hedging instruments
- Forward contracts 888.88
- Interest rate swaps 179.81
During the year ended March 31, 2018 and March 31, 2017, there were no transfers between Level 1 and Level 2 fair value
measurements, and no transfer into and out of Level 3 fair value measurements. There is no transaction / balance under Level 3.
195
ANNUAL REPORT 2017-18
196
ANNUAL REPORT 2017-18
2. Operating expenses comprises of consumption of materials, employee benefits expense, depreciation and amortisation,
excise duty and other expenses.
3. Finance income earned and finance expense incurred are not allocated to individual segment and the same has been
reflected at the Group level for segment reporting.
4. The total assets disclosed for each segment represent assets directly managed by each segment, and primarily include
receivables, property, plant and equipment, intangibles, inventories, operating cash and bank balances, intersegment assets
and exclude assets held for sale, derivative financial assets, deferred tax assets and income tax recoverable.
5. Segment liabilities comprise operating liabilities and exclude liabilities associated with assets held for sale, external
borrowings, provision for taxes, deferred tax liabilities and derivative financial liabilities.
6. Segment capital expenditure comprises additions to property, plant and equipment, intangible assets (net of rebates, where
applicable).
7. Unallocated expenses/ results, assets and liabilities include expenses/ results, assets and liabilities (including inter-segment
assets and liabilities) and other activities not allocated to the operating segments. These also include current taxes, deferred
taxes and certain financial assets and liabilities not allocated to the operating segments.
A) Primary business segment
As at March 31, 2018
(` lakhs)
Particulars Iron and steel Waterways others Eliminations Unallocated Total
products Logistics
Revenue from external customer
Continued Operations 8,48,006.12 2,490.22 3,097.58 - - 8,53,593.92
Discontinued operations - 505.46 - - - 505.46
Inter Segment Sales 33.42 - 112.74 (146.16) - -
Total Revenue 8,48,039.54 2,995.68 3,210.32 (146.16) - 8,54,099.38
Segment Result before interest
income, interest expense,
exceptional items and Taxes
Continued Operations 82,801.45 (12,231.74) (116.98) - - 70,452.73
Discontinued operations 50.35 (1,149.02) - - - (1,098.67)
Finance income 10,472.72
Finance costs 58,276.32
Exceptional items (11,992.73)
Continued Operations
(refer Note 57) - (9,080.78) - - - (9,080.78)
Discontinued operations
(refer Note 55) - (2,911.95) - - - (2,911.95)
Share of results of associates (540.43) - - - - (540.43)
Profit before tax 9,017.29
Tax expense 10,115.39
Net profit after tax (1,098.10)
Other segment items
Additions to Property, Plant
and Equipment and
Intangible assets 23,926.82 80.72 465.87 - - 24,473.41
Depreciation and
amortisation for the year
Continued operations 33,228.78 2,938.36 181.07 - - 36,348.21
Discontinued operations 3.86 237.29 - - - 241.15
Segment assets 11,77,678.82 71,213.81 2,614.40 - 1,00,887.08 13,52,394.11
Segment liabilities 1,23,332.13 20,481.52 906.43 - 6,87,674.41 8,32,394.49
197
ANNUAL REPORT 2017-18
198
ANNUAL REPORT 2017-18
199
ANNUAL REPORT 2017-18
Book base and tax base of property, plant and equipment and intangible assets 2,098.00 7,253.19
(Disallowance) / allowance (net) under Income Tax (4,771.86) (134.16)
Brought forward losses set off (8,313.81) (4,595.12)
Relating to change in tax rate 5,123.66 35.15
Minimum alternate tax (MAT) credit utilisation / (entitlement) 3,367.71 (8,230.65)
Post employment benefits (18.13) -
Total (2,514.43) (5,671.59)
Amounts disclosed above includes continued and discontinued operations of the Group.
200
ANNUAL REPORT 2017-18
Assets
Disallowance under Income Tax Act 462.84 757.22
Difference between book and tax base related to property, plant and
equipment and intangible assets 49.49 1,075.38
Carried forward losses 36,582.56 31,815.80
Total (A) 37,094.89 33,648.40
Liabilities
Difference between book and tax base related to property, plant and
equipment and intangible assets 4,379.46 6,633.88
Expense allowed under Income tax Act but deferred in books 27.77 25.82
Total (B) 4,407.23 6,659.70
Net deferred tax assets 32,687.66 26,988.70
Add: Minimum alternate tax (MAT) credit entitlement 55.14 -
Total deferred tax assets 32,742.80 26,988.70
Liabilities
Difference between book and tax base related to property, plant and
equipment and intangible assets 94,873.65 91,868.11
Expense allowed under Income tax Act but deferred in books 1,600.00
Others - 78.14
Total (A) 96,473.65 91,946.25
Assets
Disallowance under Income Tax Act 6,804.46 -
Difference between book and tax base related to property, plant and
equipment and intangible assets - 5,011.87
Finance lease payable / receivable 830.16 -
Carried forward losses 2,813.72 826.10
Total (B) 10,448.34 5,837.97
Net deferred tax liabiities 86,025.31 86,108.28
Less: Minimum alternate tax (MAT) credit entitlement 36,421.16 40,026.00
Total deferred tax liabilites 49,604.15 46,082.28
201
ANNUAL REPORT 2017-18
2. Below tables set forth the changes in the projected benefit obligation and plan assets and amounts recognised in the
Consolidated Balance Sheet as on March 31, 2018 and March 31, 2017, being the respective measurement dates:
2.a. Movement in Defined Benefit Obligations
(` lakhs)
Particulars Gratuity Leave Encashment
(funded) (unfunded)
Present value of obligation - April 1, 2016 7,072.08 3,613.51
Transferred in pursuant to acquire of subsidiary 0.17 0.52
Current service cost 1,090.62 740.27
Interest cost 529.01 270.23
Benefits paid (204.77) (486.06)
Remeasurements - actuarial loss/ (gain) 1,205.32 381.70
Present value of obligation - March 31, 2017 9,692.43 4,520.17
Present value of obligation - April 1, 2017 9,692.43 4,520.17
Current service cost 1,186.26 735.72
Past Service Cost 547.66 -
Interest cost 749.43 349.34
Benefits paid (263.66) (561.58)
Remeasurements - actuarial loss/ (gain) (242.32) (67.10)
Present value of obligation - March 31, 2018 11,669.80 4,976.55
202
ANNUAL REPORT 2017-18
The components of the gratuity and leave encashment cost are as follows:
2.c. Recognised in profit and loss
(` lakhs)
Particulars Gratuity Leave Encashment
2.e. The principal actuarial assumptions used for estimating the Group’s defined benefit obligations are set out below:
203
ANNUAL REPORT 2017-18
The above sensitivity analysis is based on a change in an assumption while holding all other assumptions constant. In practice,
this is unlikely to occur, and changes in some of the assumptions may be correlated. When calculating the sensitivity of the
defined benefit obligation to significant actuarial assumptions the same method (projected unit credit method) has been
applied as when calculating the defined benefit obligation recognised within the Balance Sheet.
2.g. History of experience adjustments is as follows:
Particulars Gratuity
For the year ended March 31, 2017
Plan Liabilities - (loss)/gain (232.15)
Plan Assets - (loss)/gain 60.36
For the year ended March 31, 2018
Plan Liabilities - (loss)/gain (546.75)
Plan Assets - (loss)/gain 22.96
2.h. Expected contribution during the next annual reporting period (` lakhs)
Particulars Year ended Year ended
March 31, 2018 March 31, 2017
Weighted average duration (based on discounted cash flows) in years 11 to 37 years 12 to 41 years
2.j. Estimate of expected benefit payments (In absolute terms i.e. undiscounted)
(` lakhs)
Particulars Gratuity
01 Apr 2018 to 31 Mar 2019 848.44
01 Apr 2019 to 31 Mar 2020 651.88
01 Apr 2020 to 31 Mar 2021 627.31
01 Apr 2021 to 31 Mar 2022 667.89
01 Apr 2022 to 31 Mar 2023 698.49
01 Apr 2023 Onwards 5,666.31
204
ANNUAL REPORT 2017-18
205
ANNUAL REPORT 2017-18
Particulars Year ended March 31, 2018 Year ended March 31, 2017
Total In cash Yet to Total In cash Yet to
be paid be paid
Details of amount spent:
Eradicating hunger, preventive
health care and sanitation 41.22 30.66 10.56 594.89 583.87 11.02
Charity and Donation - - - 55.61 54.59 1.02
Expenses for differently abled 80.27 80.01 0.26 - - -
Rural development - - - 29.86 28.78 1.08
Animal Welfare 51.73 50.88 0.85 - - -
Measures for benefit of armed
forces, war widows 2.00 2.00 - - - -
Livelihood Enhancement Projects 592.47 592.47 - - - -
Total 767.69 756.02 11.67 680.36 667.24 13.12
206
ANNUAL REPORT 2017-18
For the purposes of this clause, the term ‘ Specified Bank Notes’ shall have the same meaning provided in the notification of the
Government of India, Ministry of Finance, Department of Economic Affairs number S.O. 3407(E), dated November 8, 2016.
46. Borrowing cost and forex capitalised
(` lakhs)
Particulars Year ended Year ended
March 31, 2018 March 31, 2017
Borrowing Cost Capitalised - 955.34
Forex gain capitalised during the year (105.47) (171.12)
Guarantees issued by the Group's bankers on behalf of the Group 1,15,311.31 86,896.99
Corporate guarantees/ undertaking 36.59 395.11
Duty Saved for availing various export based incentive schemes 4,675.07 1,142.81
Total 1,20,022.97 88,434.91
Contingencies with respect to group's share of associate is ` 100.13 lakhs
and ` 13.90 lakhs as at March 31, 2018 and March 31, 2017 respectively.
Corporate guarantees given to lenders of related parties 26,746.61 38,200.32
Discontinued operations 3,736.23 3,668.71
30,482.84 41,869.03
ii) Letter of Credit Outstanding
Letter of Credit Outstanding 92,539.64 11,868.84
207
ANNUAL REPORT 2017-18
Capital Commitment:
Property, Plant and Equipment 13,275.17 4,960.54
Intangible assets - 2.36
13,275.17 4,962.90
Capital commitments with respect to group's share of associate is ` 57.13 lakhs and ` 253.64 lakhs as at March 31, 2018 and
March 31, 2017 respectively.
48. Interest in Subsidiary, Joint venture and Associate
Interest in subsidiary
The details (Principal place of operation/country of incorporation, principal activities and percentage of ownership interest and
voting power (direct held by the Group) of subsidiaries are set out in Note 58.
Summarised financial information of subsidiaries having material non-controlling interests is as follows:-
(` lakhs)
Particulars Jindal IUP Jindal Metals Jindal Saw Middle Jindal Saw Gulf LLC
ITF Limited & Alloys Limited East FZC
As at As at As at As at As at As at As at As at
March 31, 2018 March 31, 2017 March 31, 2018 March 31, 2017 March 31, 2018 March 31, 2017 March 31, 2018 March 31, 2017
Assets
Non Current Assets 78,445.99 91,533.67 7,242.87 7,579.20 99,030.51 95,028.83 8,086.83 8,022.11
Current Assets 15,156.31 14,351.79 7,637.25 5,525.59 795.02 3,625.49 34,408.84 29,032.97
Liabilities
Non current Liabilities 41,676.91 92,254.17 698.56 1,416.69 77,696.71 67,183.01 1,285.79 1,211.37
Current Liabilities 93,754.94 20,345.47 3,251.61 2,394.32 13,277.97 20,754.92 11,420.40 8,261.20
Equity (41,829.56) (6,714.18) 10,929.95 9,293.78 8,850.84 10,716.38 29,789.48 27,582.51
Percentage of
ownership held by
non-controlling interest 0.49 0.49 0.19 0.19 0.25 0.25 0.63 0.63
Accumulated non
controlling interest (25,715.65) (12,623.90) 2,107.92 1,792.37 (1,113.70) (42.88) (8,121.73) (5,705.31)
(` lakhs)
Particulars Jindal IUP Jindal Metals Jindal Saw Middle Jindal Saw Gulf LLC
ITF Limited & Alloys Limited East FZC
Year ended Year ended Year ended Year ended Year ended Year ended Year ended Year ended
March 31, 2018 March 31, 2017 March 31, 2018 March 31, 2017 March 31, 2018 March 31, 2017 March 31, 2018 March 31, 2017
Revenue 2,476.87 3,700.03 20,704.57 17,229.78 4,508.15 4,461.53 42,519.65 36,655.76
Net profit/(loss) (29,576.52) (19,819.72) 1,646.79 1,136.59 (1,914.99) (1,668.63) (4,616.31) (4,652.46)
Other Comprehensive
Income 8.05 2.16 (10.62) (11.75) (46.65) (450.98) (121.76) (723.46)
Total Comprehensive
Income (29,568.47) (19,817.56) 1,636.17 1,124.84 (1,961.64) (2,119.61) (4,738.07) (5,375.92)
Profit/(loss ) allocated to
Non controlling Interests (14,521.48) (4,294.52) 315.55 216.93 (1,070.82) (833.80) (2,416.41) (2,443.68)
208
ANNUAL REPORT 2017-18
Interest in Associate
The group has only one material associate, details (Principal place of operation/country of incorporation, principal activities and
percentage of ownership interest and voting power (direct / indirect) held by the Group) of associate are set out in Note 61.
Summarised financial information of associate is as follows
(` lakhs)
Particulars As at As at
March 31, 2018 March 31, 2017
Assets
Non Current Assets 11,641.07 11,137.57
Current Assets 8,754.81 8,050.44
Liabilities
Non Current Liabilities 14,291.19 12,553.50
Current Liabilities 5,500.73 4,294.50
Equity 603.96 2,340.01
Refer Note 47 for Group's share of associates contingent liabilities and commitments.
209
ANNUAL REPORT 2017-18
210
ANNUAL REPORT 2017-18
3. Associate
S.No. Name of the entity Principal place Principal Activities % Shareholding /
of operation / Voting Power
Country of
As at As at
Incorporation
March March
31, 2018 31, 2017
1 Jindal Fittings Limited India Ductile iron fittings manufacturing 36% 36%
5. Entities where key management personnel and their relatives exercise significant influence
S.No. Name of the entities S.No. Name of the entities
1 Abhinandan Investments Limited 32 JITF Infralogistics Limited
2 Bir Plantation Private Limited 33 JITF Water Infrastructure Limited
3 Colorado Trading Company Limited 34 JSW Power Trading Company Limited
4 Danta Enterprises Private Limited 35 JSW Reality & Infrastructure Private Limited
5 Amba River Coke Limited 36 JSW Steel Coated Products Limited
6 Divino Multiventures Private Limited 37 JSW Steel Limited
7 Gagan Trading company Limited 38 JITF Urban Infrastructure Services Limited
8 Glebe Trading Private Limited 39 Maa Bhagwati Travels
9 Estrela Investments Limited 40 Mansarover Investments Limited
10 Four Seasons Investments Limited 41 Nalwa Investment Limited
11 Hexa Securities and Finance Company Limited 42 Nalwa Sons Investments Limited
12 Hexa Tradex Limited 43 O. P. Jindal Charitable Trust
13 Jindal Equipment Leasing & Consultancy Services Limited 44 OPJ Trading Private Limited
14 Jindal Industries Private Limited 45 P. R. Jindal HUF
15 Jindal Stainless (Hisar) Limited 46 Naveen Jindal HUF
16 Jindal Stainless Limited 47 R. K. Jindal & Sons HUF
17 Jindal Steel & Power Limited 48 Rohit Tower Building Limited
18 Jindal Systems Private Limited 49 S. K. Jindal & Sons HUF
211
ANNUAL REPORT 2017-18
212
ANNUAL REPORT 2017-18
213
ANNUAL REPORT 2017-18
214
ANNUAL REPORT 2017-18
12 Interest expense
Danta Enterprises Private Limited - - 341.50 863.23
Glebe Trading Private Limited - - 489.42 1,397.04
JITF Commodity Tradex Limited - - 1,068.35 1,104.03
JSW Steel Limited - - 33.40 -
13 Interest Income
Colorado Trading Company Limited - - 18.30 17.47
Glebe Trading Private Limited - - 110.15 -
Jindal Equipment Leasing & Consultancy
Services Limited - - 6.43 13.63
Jindal Rail Infrastructure Limited - - 62.77 61.33
JITF Urban Infrastructure Limited - - 309.55 299.70
JITF Urban Infrastructure Services Limited - - 2,016.32 2,255.07
Stainless Investment Limited - - 50.19 63.48
Jindal Fittings Limited 1.85 - - -
14 Investment Sold/Transfer
Investment in Jindal ITF Limited sold to Glebe
Trading Private Limited - - 1,429.73 3,847.92
Investment in JITF Coal Logistics Limited sold to
Glebe Trading Private Limited - - - 5.00
Investment in Jindal Tubular USA Inc. sold to Four
Seasons Investment Limited - - - 11,023.65
Investment in Quality Iron and Steel Limited
purchased from Mr. Prithavi Raj Jindal - - 0.50 -
Investment in Quality Iron and Steel Limited
purchased from Ms. Arti Jindal - - 0.50 -
15 Loan given during the year
Colorado Trading Company Limited - - 2.00 44.39
Glebe Trading Private Limited - - - 1,081.22
Jindal Equipment Leasing & Consultancy
Services Limited - - - 6.73
JITF Urban Infrastructure Services Limited - - - 5,002.28
Stainless Investment Limited - - 6.50 -
Jindal Fittings Limited 125.00 - - -
Jindal Tubular USA LLC - - 2,280.95 -
16 Loan Received Back during the year
Jindal Equipment Leasing & Consultancy
Services Limited - - 100.57 26.00
Stainless Investment Limited - - 481.93 111.00
Jindal Fittings Limited 125.00 - - -
17 Loan repaid during the year
Danta Enterprises Private Limited - - 9,332.00 8,719.98
Glebe Trading Private Limited - - 15,641.00 52,216.74
JITF Commodity Tradex Limited - - 17,400.62 11,775.27
JITF Urban Infrastructure Limited - - 100.00 -
JITF Urban Infrastructure Services Limited - - 200.00 -
Jindal Tubular USA LLC - - - 907.83
18 Loan taken during the year
Danta Enterprises Private Limited - - 8,398.00 12,386.98
Glebe Trading Private Limited - - 7,936.00 60,280.55
JITF Commodity Tradex Limited - - 17,147.00 7,055.00
Sathi International FZE - - 25,778.01 7,600.53
JITF Urban Infrastructure Services Limited - - 5,150.00 -
215
ANNUAL REPORT 2017-18
(` lakhs)
S. Particulars Associate Key Management Personnel
No. (KMP),their relatives and Enterprises
over which KMP and their relatives
having significant influence
2017-18 2016-17 2017-18 2016-17
B Outstanding balances
1 Advances Recoverable
Jindal Fittings Limited 75.93 30.36 - -
Jindal Systems Private Limited - - - 3.45
JSW Reality & Infrastructure Private Limited - - - 231.15
Jindal Steel & Power Limited - - 2,914.76 1.74
JITF Water Infrastructure Limited - - 21.59 -
JSW Steel Coated Products Limited - - 36.58 2.74
JSW Steel Limited - - 40.26 550.84
Hexa Securities and Finance Company Limited - - 1.46 -
JSW Power Trading Company Limited - - 16.67 -
Jindal Stainless Limited - - - 2,025.65
216
ANNUAL REPORT 2017-18
217
ANNUAL REPORT 2017-18
218
ANNUAL REPORT 2017-18
(` lakhs)
Name Year ended Year ended
March 31, 2018 March 31, 2017
Ms. Sminu Jindal 267.43 279.65
Mr. Neeraj Kumar 506.45 464.08
Mr. O P Sharma 164.16 149.35
Dr. Dharmendra Gupta 166.21 151.66
Others 462.87 389.33
1,567.12 1,434.07
* Including bonus, sitting fee, commission on accrual basis and value of perquisites.
# The liability for gratuity and leave encashment are provided on actuarial basis for the Group as a whole. Accordingly, amounts
pertaining to key managerial personnel has not been included above.
$ including PF, leave encashment paid and any other benefit.
These leases have various extension options and escalation clause. The aggregate lease rentals payable are charged as ‘Rent’
under Note 37.
Finance lease – As lessor
The Group has entered into an agreement with NTPC Limited dated August 11, 2011 to develop the Jetty and Conveyor System
at Farakka for transportation and discharge of coal at NTPC’s yard. As per the said agreement NTPC will provide land for
developing the said jetty and conveyor system and the Group will hand over the said assets to NTPC at ` 1 at the expiry of lease
period i.e. Seven years. The Group has incurred total amount of ` 18,778 lakhs to develop the said infrastructure. Hence, the total
expenditure incurred on development of said Jetty and Conveyor system shall be recovered in equated monthly instalments
over the project period from NTPC.
219
ANNUAL REPORT 2017-18
The future minimum lease receivable of the Group as lessor as at March 31, 2017 are as follows:-
(` lakhs)
Particulars Future minimum Present value
lease receivables
Within one year of the balance sheet date 3,859.75 1,982.55
Later than one year but not later than five years from the balance sheet date 15,439.01 11,367.18
Later than five years from the balance sheet date 964.94 944.65
Total 20,263.70 14,294.38
Unearned finance income as at March 31, 2017 is ` 5,969.32 lakhs.
Finance lease – As lessee
Assets held under finance leases are recognised as assets of the Group at their fair value at the inception of the lease or, if lower,
at the present value of the minimum lease payments. The corresponding liability to the lessor is included in the balance sheet
as a finance lease obligation. Lease payments are apportioned between finance charges and reduction of the lease obligation
so as to achieve a constant rate of interest on the remaining balance of the liability. Finance charges are charged to the Income
Statement, unless they are directly attributable to qualifying assets, in which case they are capitalised in accordance with the
Group’s policy on borrowing costs.
The Group has reviewed the terms and conditions of the lease arrangements and determined that all risks and rewards of
ownership lie with the Group and has therefore accounted for the contracts as finance leases.
Finance lease obligation of the Group as lessee as of March 31, 2018 is as follows:-
a. The Group has entered into an agreement effective April 1, 2017 for taking seamless pipe manufacturing facility in
Maharastra State on lease for 25 years. The Group has evaluated the transaction and has accounted for the lease
transaction as finance lease.
(` lakhs)
Particulars Future minimum Interest Present value
lease payments
Within one year of the balance sheet date 180.00 25.55 154.45
Later than one year but not later than five years
from the balance sheet date 720.00 235.38 484.62
Later than five years from the balance sheet date 3,420.00 2,578.97 841.03
Total 4,320.00 2,839.90 1,480.10
b. The Group has entered into an agreement effective January 18, 2018 for Installation and maintenance of Solar Power panels
at one of the manufacturing units, the contract is for 18 years. The Group has evaluated the transaction and has accounted
for the lease transaction as finance lease.
(` lakhs)
Particulars Future minimum Interest Present value
lease payments
Within one year of the balance sheet date 215.11 32.97 182.14
Later than one year but not later than five years
from the balance sheet date 706.02 322.98 383.04
Later than five years from the balance sheet date 2,130.98 1,800.57 330.41
Total 3,052.11 2,156.52 895.59
220
ANNUAL REPORT 2017-18
221
ANNUAL REPORT 2017-18
222
ANNUAL REPORT 2017-18
223
ANNUAL REPORT 2017-18
Net profit available to equity holders of the Group used in the basic and diluted earnings per share was determined as follows:
(` lakhs)
Particulars Year ended Year ended
March 31, 2018 March 31, 2017
Profit/ (loss) for the year from continuing operations after tax 19,008.15 20,547.95
Less : Premium on redemption of debentures 95.02 945.77
Profit/ (loss) for the year from continuing operations after tax for EPS = (B) 18,913.13 19,602.18
Basic Earnings per share (B/A) (`) 5.91 6.13
Diluted Earnings per share (B/A) (`) 5.91 6.13
Profit/(loss) from discontinued operations after tax for EPS = (C) (1,158.44) (9,170.90)
Basic Earnings per share (C/A) (`) (0.36) (2.87)
Diluted Earnings per share (C/A) (`) (0.36) (2.87)
Profit/(loss) from from continuing and discontinued operations after tax for EPS 17,849.71 11,377.05
Less : Premium on redemption of debentures 95.02 945.77
Profit/ (loss) for the year from continuing and discontinued
operations after tax for EPS = (D) 17,754.69 10,431.28
Basic Earnings per share (D/A) (`) 5.55 3.26
Diluted Earnings per share (D/A) (`) 5.55 3.26
The number of shares used in computing basic EPS is the weighted average number of shares outstanding during the year.
The diluted EPS is calculated on the same basis as basic EPS, after adjusting for the effects of potential dilutive equity.
224
ANNUAL REPORT 2017-18
54. Business combinations, loss of control and Transactions with Non-controlling interest
Acquisition of Sulog Transshipment Services Limited
On June 29, 2016 the Group acquired Sulog Transshipment Services Limited. The subsidiary is engaged into transloading in deep
sea business and operates a bulk cargo transhipper. The acquisition was accounted for in the books, using the acquisition
method and accordingly, all the assets and liabilities were measured at their preliminary fair values as on the acquisition date
and the purchase consideration was allocated to the net assets.
The following table summarises the fair value of the consideration paid, the amount at which assets acquired and the liabilities
assumed are recognised for Sulog Transshipment Services Limited as on the date of acquisition.
(` lakhs)
Particulars As determined As determined As determined on
on acquisition date on March 31, 2017 measurement date
Purchase consideration
Cash 6,171.67 6,171.67 6,171.67
Promissory note issued
Total (A) 6,171.67 6,171.67 6,171.67
Acquisition related cost (included in selling, general
and administrative expenses in the consolidated
statement of profit and loss) - - -
The details of trade receivables acquired through business combination are as follows: (` lakhs)
Particulars Gross Contractual Best estimate of Best estimate of
Amount of amount expected amount expected
Receivable not to be collected to be collected
As determined on the date of acquisition 17.30 - 17.30
As determined on March 31, 2017 17.30 - 17.30
As determined on the measurement date 17.30 - 17.30
Post-acquisition the undertaking has contributed in Profit/ (loss) of ` (1,127.26) lakhs for the year ended March 31, 2017.
225
ANNUAL REPORT 2017-18
Disposal of interest and loss of control in subsidiary JITF Shipping & Logistics (Singapore) Pte. Limited
The group has disposed of 100% shareholding in subsidiary JITF Shipping & Logistics (Singapore) Pte. Limited effective March 17,
2017, details of consideration and profit/ (loss) on disposal is as follows
Particulars (` lakhs)
Assets disposed
Trade receivables 574.14
Cash and cash equivalents 5.13
Other current financial assets 5.49
Other current assets 84.14
Liabilities disposed
Non-current borrowings 5,753.86
Trade payables 60.11
Other financial liabilities 141.08
Other current liabilities 5.78
Net identifiable assets (5,291.93)
Disposal of interest and loss of control in subsidiary JITF Coal Logistics Limited
The group has disposed of 100% shareholding in subsidiary JITF Coal Logistics Limited effective June 30, 2016, details of
consideration and profit/ (loss) on disposal is as follows:
Particulars (` lakhs)
Consideration received 5.00
Less : Net assets/(liabilities) of subsidiary sold (12.86)
Profit/(loss) on disposal of subsidiary 17.86
Particulars (` lakhs)
Assets disposed
Loans given 18,524.39
Cash and cash equivalents 88.51
Current tax assets (Net) 36.01
Other current assets 722.20
Liabilities disposed
Non-current borrowings 19,381.16
Trade payables 2.81
Net identifiable assets (12.86)
226
ANNUAL REPORT 2017-18
Particulars (` lakhs)
Consideration received 279.31
Non-controlling interesst derecognised 253.41
Less : Net assets of subsidiary sold 517.18
Profit/(loss) on disposal of subsidiary 15.54
Particulars (` lakhs)
Assets disposed
Property, Plant and Equipment 2.10
Investments 6.36
Trade receivables 7.66
Cash and cash equivalents 10.76
Other current assets 1.34
Liabilities disposed
Non-current borrowings 56.51
Trade payables 22.24
Net identifiable assets (50.53)
Disposal of interest and loss of control in subsidiary Jindal Tubular U.S.A. LLC
The group has disposed of 81% shareholding in subsidiary Jindal Tubular U.S.A. LLC effective March 30, 2017, details of
consideration and profit/ (loss) on disposal is as follows:
Particulars USD Rate (` lakhs)
Consideration received 56,78,100.00 64.845 3,681.96
Fair value of investment retained 13,31,900.00 64.845 863.67
Less: Net assets/(liabilities) of subsidiary sold (1,55,04,452.69) 64.845 (10,053.86)
Less: Currency translation adjustment 413.54
Less: Impairement of equity component of
preference shares 23,26,415.81 64.845 1,508.56
Profit/(loss) on disposal of subsidiary 12,677.39
227
ANNUAL REPORT 2017-18
Particulars (` lakhs)
Assets disposed
Property, Plant and Equipment 66,927.59
Capital work-in-progress 1,367.41
Goodwill 706.01
Other non-current financial assets 40.77
Deferred tax assets (Net) 9,500.31
Inventories 7,865.53
Trade receivables 3,775.03
Cash and cash equivalents 7.98
Other current assets 245.05
Liabilities disposed
Non-current borrowings 91,804.36
Current borrowings 5,843.27
Trade payables 1,854.52
Other financial liabilities 452.02
Other current Liabilities 535.37
Net identifiable assets (10,053.86)
228
ANNUAL REPORT 2017-18
56. Provisions
Movement in each class of provision during the financial year are provided below:
(` lakhs)
Particulars Employee Restoration Total
Benefits Obligation
As at April 1, 2016 7,016.46 10.52 7,026.98
Provision during the year 2,030.38 2.88 2,033.26
Remeasurement losses accounted for in OCI 1,144.94 - 1,144.94
Payment during the year (690.83) - (690.83)
Interest charge 394.00 1.08 395.08
As at March 31, 2017 9,894.95 14.48 9,909.43
Provision during the year 1,949.74 3.06 1,952.80
Remeasurement gains accounted for in OCI (265.28) - (265.28)
Payment during the year (825.24) - (825.24)
Interest charge 711.07 1.45 712.52
As at March 31, 2018 11,465.24 18.99 11,484.23
As at March 31, 2017
Current 1,160.53 - 1,160.53
Non Current 8,734.42 14.48 8,748.90
As at March 31, 2018
Current 1,475.70 - 1,475.70
Non Current 9,989.54 18.99 10,008.53
The expected outflow of provisions for restoration obligation is 42 to 44 years.
Refer Note 3.25 for nature and brief of employee benefit provision and restoration obligation.
229
ANNUAL REPORT 2017-18
230
ANNUAL REPORT 2017-18
231
ANNUAL REPORT 2017-18
S.No. Name of the entity Net Assets i.e. total Share in profit and Share in other Share in total
assets minus total loss comprehensive comprehensive
liabilities income income
As % of (` lakhs) As % of (` lakhs) As % of (` lakhs) As % of (` lakhs)
consoli- consoli- consolida consolida
dated dated -ted other -ted Total
net profit and Compreh- Compreh-
assets loss ensive ensive
income income
Parent
Jindal SAW Limited 108% 5,91,302.68 198% 35,383.64 -6% 184.72 238% 35,568.36
Subsidiaries
Indian
1 Jindal ITF Limited -8% (41,829.56) -166% (29,576.52) 0% 8.05 -197% (29,568.47)
2 IUP Jindal Metals & Alloys Limited 2% 10,929.95 9% 1,646.79 0% (10.62) 11% 1,636.17
3 Jindal Intellicom Limited 1% 3,653.86 0% 22.74 -2% 67.77 1% 90.51
4 JITF Shipyards Limited 2% 9,127.29 0% (52.70) 0% (2.22) 0% (54.92)
5 iCom Analytics Limited 0% (12.46) 0% 3.21 0% 0.36 0% 3.57
6 Quality Iron and Steel Limited 0% (1.38) 0% (0.09) 0% - 0% (0.09)
7 Jindal Tubular (India) Limited 0% 15.33 2% 388.08 0% 3.31 3% 391.39
8 Jindal Quality Tubular Limited 0% 1,573.17 -13% (2,385.19) 1% (23.94) -16% (2,409.13)
9 Sulog Transshipment Services Limited 1% 6,993.23 -5% (844.87) 0% - -6% (844.87)
Foreign
1 Jindal Saw Gulf L.L.C. 5% 29,789.48 -26% (4,616.31) 4% (121.76) -32% (4,738.07)
2 Jindal Saw Holdings FZE 1% 8,186.77 -7% (1,193.56) 1% (16.61) -8% (1,210.17)
3 Jindal Saw Middle East FZC 2% 8,850.84 -11% (1,914.99) 2% (46.65) -13% (1,961.64)
4 Jindal International FZE 0% 1.01 0% (7.27) 0% (0.11) 0% (7.38)
5 Ralael Holdings Limited 1% 7,545.42 -6% (1,156.37) -19% 548.67 -4% (607.70)
6 Jindal Saw Italia S.P.A. 0% 770.72 -16% (2,922.01) 102% (2,921.15) -39% (5,843.16)
7 Greenray Holdings Limited 0% (259.14) 0% (65.03) 5% (147.30) -1% (212.33)
8 Derwent Sand SARL 0% (1,277.49) -1% (243.31) -30% 871.51 4% 628.20
9 S.V. Trading Limited 5% 29,116.14 -1% (253.27) -4% 116.75 -1% (136.52)
10 World Transload & Logistics LLC * 1% 7,500.78 4% 776.80 -1% 18.02 5% 794.82
11 Jindal Saw USA, LLC 5% 28,969.80 27% 4,737.03 -3% 82.67 32% 4,819.70
12 Drill Pipe International LLC 0% 1,013.78 -5% (805.58) 1% (30.52) -6% (836.10)
13 Jindal Intellicom LLC 0% (6.35) 0% (6.27) 0% - 0% (6.27)
Non-Controlling Interest in all Subsidiaries -5% (29,640.08) -106% (18,947.81) 3% (93.84) -127% (19,041.65)
Associate - (investment as per equity method)
1 Jindal Fittings Limited 0% - -3% (540.43) 0% (0.33) -4% (540.76)
Consolidation adjustments -22% (1,22,674.09) 226% 40,423.00 47% (1,364.16) 261% 39,058.84
Total 100% 5,49,639.70 100% 17,849.71 100% (2,877.38) 100% 14,972.33
The above figures for Parent, its subsidiaries and associate are before inter-company eliminations and consolidation
adjustments.
* Comprises of consolidated results of following subsidiaries:
1 5101 Boone LLP
2 Tube Technologies INC
3 Boone Real Property Holding LLC
4 Helical Anchors INC
232
ANNUAL REPORT 2017-18
60. Jindal ITF Ltd., the subsidiary of the Parent has secured interim awards of ` 15,850.05 lakhs during 2017-18 and ` 19,781.14 lakhs in
the month of April 2018 in respect of dispute with one of its customers. The arbitration proceeding in this matter is at an
advanced stage. Based on the current status of the matter and the legal advice obtained, the Group is of the view that the final
outcome of the dispute resolution process would not have any negative impact on carrying amount of investments and loans
& advances in Jindal ITF Limited amounting to ` 1,03,519.61 lakhs and consequently no adjustment is required to be made on the
said carrying amount.
61. Information related to standalone financial statement
Parent Company is listed on stock exchange in India. Parent Company has prepared standalone financial statement as required
under Companies Act, 2013 and listing requirements. The standalone financial statement is available on Parent’s web site for
public use.
62. Events occurring after the balance sheet date
The Board of directors of the Parent Company have recommended dividend for financial year 2017-18. For details of dividend,
refer Note 38.3.
63. Previous year figures have been regrouped/ rearranged, wherever considered necessary to conform to current year’s
classification.
64. The Consolidated financial statement for the year ended March 31, 2018 are adopted and authorised for issue by Board of
Directors of the Parent on dated May 25, 2018.
For Price Waterhouse Chartered Accountants LLP Neeraj Kumar Sminu Jindal
Firm Registration Number: 012754N/N500016 Group CEO & Whole-time Director Managing Director
Chartered Accountants DIN : 01776688 DIN : 00005317
Sougata Mukherjee
Partner Sunil K. Jain Narendra Mantri
Membership Number: 057084 Company Secretary Head Commercial & CFO
Place : New Delhi M. No. FCS 3056
Dated : May 25, 2018
233
NOTICE
ANNUAL REPORT 2017-18
NOTICE
NOTICE is hereby given that the 33rd Annual General Meeting of the Members of Jindal Saw Ltd. will
be held at registered office at A-1, UPSIDC Indl. Area, Nandgaon Road, Kosi Kalan, Distt. Mathura (U.P.)
– 281 403 on Thursday, 27th September, 2018, at 12:30 p.m. to transact the following businesses:-
ORDINARY BUSINESS:
1. To receive, consider and adopt the Audited Standalone and Consolidated Financial Statements
of the Company for the financial year ended 31st March, 2018 and the reports of the Directors
and Auditors thereon.
2. To declare a dividend on equity shares.
3. To appoint a Director in place of Ms. Sminu Jindal, Managing Director (DIN: 00005317), who retires
by rotation and, being eligible, offers herself for re-appointment.
4. To appoint a Director in place of Shri Neeraj Kumar, Group CEO & whole-time Director (DIN:
01776688), who retires by rotation and, being eligible, offers himself for re-appointment.
SPECIAL BUSINESS:
5. To consider and, if thought fit, to pass, with or without modification(s), the following resolution as
a Special Resolution:
“RESOLVED THAT in accordance with the provisions of Section 196, 197, 198 & 203 read with
Schedule V and all other applicable provisions of the Companies Act, 2013 and subject to such
approvals as may be necessary, Shri Neeraj Kumar be and is hereby proposed to re-appoint as
Group CEO & Whole-time Director of the Company for a further period of 5 years with effect from
1st July, 2018 on the following terms and conditions including remuneration with authority to the
Board of Directors to alter and vary the terms and conditions of the said arrangement and/or
remuneration subject to the same not exceeding the limits specified in Section 197 read with
Schedule V to the Companies Act, 2013 as may be agreed between the Board of Directors and
Shri Neeraj Kumar :-
CTC : Not exceeding an overall ceiling of ` 10 crores per annum as recommended by the
Nomination & Remuneration Committee.
Perks :
1. One Club membership for self and family.
2. Company maintained 2 chauffeur driven vehicles.
3. Medical Insurance for self and Family (Dependants).
4. Other allowances and perquisites as per the Company policy as is customary for such a
position.
The Group CEO & Whole-time Director so long as he functions as such shall not be paid any
sitting fee for attending the meetings of Board of Directors or Committees thereof and he shall
be liable to retire by rotation.
“RESOLVED FURTHER THAT his appointment can be terminated by giving two months notice or
salary in lieu thereof by either party.
236
ANNUAL REPORT 2017-18
NOTICE
6. To consider and, if thought fit, to pass, with or without modification(s), the following resolution
as an Ordinary Resolution:
“RESOLVED THAT pursuant to the provisions of Section 148 and all other applicable provisions, if
any, of the Companies Act, 2013 and the Companies (Audit and Auditors)Rules, 2014 (including
any statutory modification(s) or re-enactment thereof, for the time being in force), the
remuneration of ` 10,00,000 (Rupees Ten Lakhs only) plus other applicable taxes and
reimbursement of actual travel and out of pocket expenses, to be paid to M/s R. J. Goel & Co.,
Cost Accountants (Registration No. 000026), Cost Auditors of the Company, for the financial year
2018-19 be and is hereby ratified.”
7. To consider and, if thought fit, to pass, with or without modification(s), the following resolution as
a Special Resolution:
“RESOLVED THAT pursuant to the provisions of section 197 and other applicable provisions, if any,
of the Companies Act, 2013 (Act), as amended from time to time, a sum not exceeding one
percent per annum of the net profits of the Company calculated in accordance with the
provisions of section 198 of the Act, be paid to and distributed amongst the Non-Executive
Directors of the Company (other than the Managing Director and Whole-time Directors) in such
amounts or proportions and in such manner and in all respects as may be decided by the Board
of Directors and such payments shall be made in respect of the profits of the Company for each
year, for a period of five years, starting from the year ended 31st March, 2017.”
8. To consider and, if thought fit, to pass, with or without modification(s), the following resolution as
a Special Resolution:
“RESOLVED THAT pursuant to the provisions of Sections 23, 42, 71 and all other applicable
provisions, if any, of the Companies Act, 2013, read with the rules made thereunder (including
any statutory modification(s) or re-enactment thereof, for the time being in force), and subject to
applicable Regulations, Rules and Guidelines prescribed by the Securities and Exchange Board
of India and subject to the provisions of the Articles of Association of the Company, the consent
of the members be and is hereby accorded to the Board of Directors of the Company, for
making offer(s) or invitations to subscribe to secured/unsecured redeemable non-convertible
debentures, in one or more tranches, aggregating up to ` 1,000 crores (Rupees one thousand
crores Only) on private placement basis, on such terms and conditions as the Board of Directors
of the Company may, from time to time, determine and consider proper and most beneficial to
the Company including as to when the said debentures be issued, the consideration for the
issue, utilisation of the issue proceeds and all matters connected with or incidental thereto.
RESOLVED FURTHER THAT the Board be and is hereby authorised to do all such acts, deeds and
things and to take all such steps as may be necessary for the purpose of giving effect to this
resolution.
RESOLVED FURTHER THAT the Board be and is hereby authorised to delegate all or any of the
powers herein conferred to any Committee of Directors or any one or more Directors of the
Company.”
9. To consider and, if thought fit, to pass, with or without modification(s), the following resolution as
a Special Resolution:
“RESOLVED THAT in accordance with the provisions of Section 23, 42, 62, 71 and all other
applicable provisions, if any, of the Companies Act, 2013 (including any statutory modification or
re-enactment thereof, for the time being in force), read with the rules made thereunder, the
provisions of the Securities and Exchange Board of India (Issue of Capital and Disclosure
Requirements) Regulations, 2009, as amended from time to time (hereinafter referred to as the
237
ANNUAL REPORT 2017-18
NOTICE
“SEBI Regulations”), the provisions of the Foreign Exchange Management Act, 1999 (FEMA), the
Foreign Exchange Management (Transfer or Issue of Security by a Person Resident Outside
India) Regulations, 2000, and such other applicable statutes, notifications, clarifications, circulars,
regulations, and guidelines (including any amendment thereto or re-enactment thereof) issued
by the Government of India (the “GOI”), the Reserve Bank of India (the “RBI”), the Securities and
Exchange Board of India (the “SEBI”), Stock Exchanges and any other appropriate authorities,
institutions or bodies, as may be applicable, and the enabling provisions of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 (the “Listing Regulations”) and the
Memorandum of Association and Articles of Association of the Company, and subject to all such
approvals, consents, permissions and sanctions, if any, of the GOI, RBI, SEBI, Stock Exchanges and
any other appropriate authorities, institutions or bodies, as may be necessary or desirable, and
subject to such conditions and modifications as may be prescribed or imposed by any of them
while granting any such consents, permissions, approvals and/or sanctions (hereinafter singly or
collectively referred to as “the requisite approvals”) which may be agreed to by the Board (or
any Committee(s), constituted or hereafter constituted by the Board in this behalf), the Board be
and is hereby authorised in its absolute discretion, to create, offer, issue and allot in one or more
tranches, Equity Shares and/or Fully Convertible Debentures/ Partly Convertible Debentures/
Optionally Convertible Debentures/ Non-Convertible Debentures with warrants or any other
Securities (other than warrants) or a combination thereof, which are convertible into or
exchangeable with equity shares of the Company at a later date (hereinafter collectively
referred to as the “Specified Securities”), to Qualified Institutional Buyers (as defined in the SEBI
Regulations) by way of a Qualified Institutions Placement, as provided under Chapter VIII of the
SEBI Regulations for an aggregate amount not exceeding ` 1,000 crores (Rupees one thousand
crores only), inclusive of such premium as may be decided by the Board, at a price which shall
not be less than the price determined in accordance with the pricing formula stipulated under
Chapter VIII of the SEBI Regulations.
RESOLVED FURTHER THAT the relevant date for the purpose of arriving at the aforesaid minimum
issue price of the Specified Securities shall be
- In case of allotment of equity shares, the date of the meeting in which the Board or a
Committee of the Board decides to open the proposed issue.
- In case of allotment of eligible convertible securities.
i. either the date of the meeting in which the Board or a Committee of the Board decides to
open the issue of such convertible securities; or
ii. the date on which the holders of such convertible securities become entitled to apply for
the equity shares.
as may be determined by the Board.
RESOLVED FURTHER THAT :
i. The Specified Securities to be created, offered, issued and allotted shall be subject to the
provisions of the Memorandum of Association and Articles of Association of the Company;
ii. The equity shares that may be issued on conversion of the Specified Securities issued shall
rank pari passu with the then existing equity shares of the Company in all respects including
dividend; and
iii. The number and/or conversion price in relation to equity shares that may be issued and
allotted on conversion of the Specified Securities that may be issued shall be appropriately
adjusted in accordance with the SEBI Regulations for corporate actions such as bonus issue,
rights issue, split and consolidation of share capital, merger, demerger, transfer of
undertaking, sale of division or any such capital or corporate restructuring.
238
ANNUAL REPORT 2017-18
NOTICE
RESOLVED FURTHER THAT without prejudice to the generality of the above, the aforesaid
Specified Securities may have such features and attributes or any terms or combination of terms
that provide for the tradability and free transferability thereof in accordance with the prevailing
practices in the capital markets, the Board, subject to applicable laws, regulations and guidelines,
be and is hereby authorised to dispose off such Specified Securities that are not subscribed, in
such manner as it may in its absolute discretion deem fit.
RESOLVED FURTHER THAT for the purpose of giving effect to this resolution, the Board be and is
hereby authorised to do all such acts, deeds, matters and things including but not limited to
finalisation and approval of the preliminary as well as final offer document(s), determining the
form, manner and timing of the issue, including the investors to whom the Specified Securities
are to be issued and allotted, the number of Specified Securities to be allotted, issue price, face
value, premium amount on issue/ conversion of Specified Securities, if any, rate of interest,
execution of various agreements/ deeds/ documents/ undertakings, creation of
mortgage/charge/encumbrance in addition to the existing mortgages, charges and
hypothecation by the Company as may be necessary on such of the assets of the Company
both present and future, in such manner as the Board may direct, in accordance with Section
180(1)(a) of the Companies Act, 2013, in respect of any of the Specified Securities issued either on
pari passu basis or otherwise, and to settle all questions, difficulties or doubts that may arise in
regard to the issue, offer or allotment of the Specified Securities and utlilisation of the issue
proceeds, as it may in its absolute discretion deem fit without being required to seek any further
consent or approval of the members to that end and intent that the members shall be deemed
to have given their approval thereto expressly by virtue of this resolution.
RESOLVED FURTHER THAT the Board be and is hereby authorised to appoint such Consultants,
Lead Managers, Underwriters, Guarantors, Depositories, Custodians, Registrars, Trustees,
Bankers, Solicitors, Lawyers, Merchant Bankers and any such Agencies and intermediaries as
may be involved or concerned in such offerings of Specified Securities and to remunerate all
such agencies by way of commission, brokerage, fees or the like, and to enter into or execute
Agreements/ Arrangements/ MOUs with any such Agency or intermediary and also to seek the
listing of any or all of such Specified Securities or securities representing the same on one or
more Stock Exchanges.
RESOLVED FURTHER THAT the Board be and is hereby authorised to delegate all or any of the
powers herein conferred, to any Committee of Directors or any one or more Directors or
Officers of the Company.”
10. To consider and, if thought fit, to pass, with or without modification(s), the following resolution as
a Special Resolution:
“RESOLVED THAT in accordance with the provisions of Section 23, 41, 42, 62, and 71 and all other
applicable provisions of the Companies Act, 2013 read with Companies (Issue of Global
Depository Receipt) Rules, 2014, Foreign Exchange Management Act, 1999 (including any
regulation, statutory modification(s) or re-enactment(s) thereof for the time being in force
including but not limited to Foreign Exchange Management (Transfer or Issue of Securities by a
Person Resident Outside India) Regulation, 2000, the Issue of Foreign Currency Convertible
Bonds and Ordinary Shares (through Depository Receipt Mechanism) Scheme, 1993 and also the
provisions of any other applicable law(s), rules, regulations and in accordance with relevant
provisions of Memorandum and Articles of Association of the Company and subject to the
approval, consent, permission and / or sanction of the Ministry of Finance (MOF), Government
of India (GOI), the Reserve Bank of India (RBI), Securities and Exchange Board of India (SEBI),
Stock Exchanges and / or any other appropriate authorities, institutions or bodies, as may be
necessary and subject to such conditions and modifications as may be prescribed in granting
239
221
ANNUAL REPORT 2017-18
NOTICE
such approvals, consents and permissions, which may be agreed to by the Board of Directors of
the Company (hereinafter referred to as the “Board” which terms shall include a Committee of
Directors), the consent of the Company be and is hereby accorded to the Board to offer, issue
and allot, in one or more tranches, any securities including Global Depository Receipts (“GDR”)
and / or American Depository Receipts (“ADR”) and / or Foreign Currency Convertible Bonds
(“FCCB”) and / or Convertible Bonds / Debentures and / or Euro–Convertible Bonds whether
cumulative / redeemable / partly / fully convertible and / or securities partly or fully convertible
into equity shares and / or securities linked to equity shares and / or any instruments or securities
with or without detachable warrants, or such other types of securities representing either equity
shares and / or convertible securities, (hereinafter collectively referred to as “Securities”) in India
or in one or more foreign market(s) to be subscribed in foreign currency(ies) / Indian Rupees by
Foreign / Domestic Investors, including Non-residents, Foreign Institutional Investors,
Non-Resident Indians, Foreign Nationals, Corporate Bodies, Banks, Institutions, Mutual Funds or
such other eligible entities or persons as may be decided by the Board in accordance with
applicable laws, whether or not such persons / entities / investors are members of the Company,
through Prospectus, Offering Letter, Circular Memorandum or through any other mode, from
time to time, as may be deemed appropriate by the Board on such terms and conditions as the
Board may, in its sole and absolute discretion, deem fit upto US$ 150 million or equivalent to other
currencies (with a right to the Board to retain additional allotment, such amount of subscription
not exceeding 25% of the amount of initial offer of each tranche as the Board may deem fit) on
such terms and conditions including pricing (subject to the maximum pricing norms prescribed
by SEBI, RBI and / or any other authorities), as the Board may in its sole and absolute discretion
decide including the form and all other terms and conditions and matters connected therewith
and wherever necessary in consultation with the lead managers, underwriters, stabilization
agents, guarantors, financial and / or legal advisors, depositors, custodians, principal / paying /
transfer / conversion agents, listing agents, registrars and issue such Securities in any market and
/ or to the persons as may be deemed fit by the Board so as to enable the Company to get listed
at any stock exchange in India and / or any other overseas stock exchange(s).
RESOLVED FURTHER THAT these Securities will be disposed of by the Board in its absolute
discretion in such manner as the Board may deem fit and proper.
RESOLVED FURTHER THAT without prejudice to the generality of the above and subject to the
applicable laws, the aforesaid issue of the Securities may have all or any terms or combination
of terms in accordance with normal practices including but not limited to conditions relating to
payment of interest, dividend, premium or redemption or early redemption at the option of the
Company and / or to the holder(s) of the Securities and other debt-service payment whatsoever
and all such terms as are provided in offerings of this nature, including terms for issue of
additional equity shares, of variation of interest payment and / or variation of the price and / or
the period of conversions of Securities into equity shares or issue of equity shares during the
duration of the Securities and / or voting rights or options for early redemption of Securities, and
the Board is empowered to finalize and approve the same or any modification thereof.
RESOLVED FURTHER THAT the Company and / or any agency or body authorized by the Board
may issue depository receipts representing the underlying equity shares or other Securities or
FCCBs in registered form with such features and attributes as are prevalent in international capital
markets for instruments of this nature and provide for the tradability or free transferability thereof
as per the international practices and regulations and under the forms and practices prevalent in
the international markets including filing any registration statement and any other document and
any amendment thereto with any relevant authority(ies) for securities listing and trading in the
overseas Stock / Securities Exchange(s).
240
222
ANNUAL REPORT 2017-18
NOTICE
RESOLVED FURTHER THAT the Board be and is hereby authorized to issue and allot such number
of equity shares as may be required to be issued and allotted upon conversion of any Securities
referred above or as may be necessary in accordance with the terms of the offering(s).
RESOLVED FURTHER THAT subject to the applicable laws, the Board, as and when it deems fit and
proper, be and is hereby also authorized to issue and allot equity shares (including equity shares
issued and allotted upon conversion of any Securities) with differential rights including
differential rights as to dividend and / or voting.
RESOLVED FURTHER THAT the Securities issued in foreign markets shall be deemed to have been
made abroad and / or in the market and / or at the place of issue of the Securities in the
International market and may be governed by applicable foreign laws.
RESOLVED FURTHER THAT for the purpose of giving effect to any issue or allotment of Securities
or instruments representing the same, the Board be and is hereby authorized to determine the
form, terms and timing of the offering(s), including the class of investors to whom the Securities
are to be allotted, number of Securities to be allotted in each tranche, issue price, face value,
premium amount of issue / conversion of Securities / redemption of Securities, rate of interest,
redemption period, utilization of issue proceeds, listing on one or more stock exchanges
abroad / India as the Board in its sole and absolute discretion may deem fit and to make and
accept any modifications in the proposal as may be required by the authorities involved in such
issues and on behalf of the Company, to do all such acts, deeds, matters and things as it may, at
its sole and absolute discretion, deem necessary or desirable for such purpose, including
without limitation the appointment of Registrars, Book-runners, Lead-Managers, Trustees, Agents,
Bankers, Global Co-coordinators, Custodians, Depositories, Consultants, Solicitors, Accountants,
or such other Agencies, entering into arrangements for underwriting, marketing, listing, trading,
depository and such other arrangements and agreements, as may be necessary and to issue
any offer document(s) and sign all deeds, documents and to pay and remunerate all agencies /
intermediaries by way of commission, brokerage, fees, charges, out of pocket expenses and the
like as may be involved or connected in such offerings of Securities, with power on behalf of the
Company to settle any question, difficulty or doubt that may arise in regard to any such issue,
offer or allotment of Securities and in complying with any regulations, as it may in its sole and
absolute discretion deem fit, without being required to seek any further consent or approval of
the members or otherwise to the end and intent that the members shall be deemed to have
given their approval thereto expressly by the authority of this resolution.
RESOLVED FURTHER THAT the Board be and is hereby authorized to delegate all or any of the
powers herein conferred to any Committee of Directors or Whole-time Director(s), Directors or
any other Officer(s) of the Company to give effect to the aforesaid resolution.”
11. To consider and, if thought fit, to pass, with or without modification(s), the following resolution as
a Special Resolution:
“RESOLVED THAT in accordance with the provisions of Section 62(3) and other applicable
provisions, if any, of the Companies Act, 2013 (including un-repealed provisions of the
Companies Act, 1956, if any), and the relevant rules issued and notified thereunder, as amended
from time to time, the Memorandum and Articles of Association of the Company, and all other
applicable laws (including any statutory modification(s) or re-enactment thereof for the time
being in force), consent of the shareholders of the Company be and is hereby accorded to the
Board of Directors of the Company that in the event of default by the Company to comply with
the terms and conditions of the Working Capital Facility Agreement (subject to cure periods /
grace periods, where provided for), the Lenders shall have the right to convert the whole or part
of the outstanding due amounts under the Working Capital Facility, into equity shares of the
241
223
ANNUAL REPORT 2017-18
NOTICE
Company at a value as determined by the Lenders, subject to the provisions of the Companies
Act, 2013 and the applicable law, and in the manner specified by the Lenders, in accordance
with the Working Capital Facility Agreement.
RESOLVED FURTHER THAT the Board of Directors be and are hereby authorized to issue and allot
to the Lenders the number of equity shares for conversion of the said portion of the outstanding
due amounts under the Working Capital Facility or for such lesser amount as may be desired by
the Lenders on exercise of such option in accordance with the Working Capital Facility
Agreement and for the purpose of giving effect to this resolution, the Board of Directors be and
is hereby authorized to do all such acts, deeds, and things as the Lenders may require, proper
or desirable and to settle any question, difficulty or doubt that may arise in regard to the offer /
issue, allotment, size and terms and conditions of the offer / issue, including but not limited to
valuation of the equity shares and the premium to be charged at the time of conversion, if any,
to accept and give effect to any modifications, changes, variations, alterations, deletions and
additions as the Lenders may require without requiring any further approval of the members, to
finalize and execute all documents and writings and to give such directions and / or instructions
as may be necessary, proper, desirable or expedient as it may deem fit from time to time.
RESOLVED FURTHER THAT the Board of Directors be and are hereby authorized to accept such
modifications, amendments and to accept such terms and conditions as may be imposed or
required by the Lenders arising from or incidental to the aforesaid terms providing for such
option and to do all such acts and things as may be necessary to give effect to the above
resolution.”
12. To consider and, if thought fit, to pass, with or without modification(s), the following resolution as
a Special Resolution:
"RESOLVED THAT in accordance with the provisions of Section 62(1)(b) and all other applicable
provisions of the Companies Act, 2013 (the "Act") read with rules framed thereunder and the
Securities and Exchange Board of India (“SEBI”) (Share Based Employee Benefits) Regulations,
2014 (“SBEB Regulations”) (including any statutory modification(s) or re-enactment(s) thereof, for
the time being in force) and in accordance with circulars / guidelines issued by SEBI, the Articles
of Association of the Company, the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (“Listing Regulations”) and other applicable regulations, rules and circulars /
guidelines in force, from time to time and subject to any approval(s) of any authorities as may be
required, and subject to any such condition(s) or modification(s), if any, as may be prescribed or
imposed by such authorities while granting such approval(s) and subject to acceptance of such
condition(s) or modification(s) by the Board of Directors of the Company (hereinafter referred to
as the “Board”, which term shall include the committee constituted by the Board or any other
committee which the Board may constitute to act as the “Compensation Committee” under the
SBEB Regulations or their delegated authority and to exercise its powers, including the powers
conferred by this resolution), the consent of the members be and is hereby accorded to the
Board to design, formulate , implement , grant, vest and allot, from time to time and in one or
more tranches, Options (as defined below) or units (by whatever name called) under the ‘Jindal
Saw Limited Stock Appreciation Rights’ Scheme 2018 (“SAR Scheme 2018”), the salient features of
which are set out in the statement annexed to this notice, to or to the benefit of such person(s)
as decided by the Board including but not limited to persons who are employees of the
Company/ subsidiaries/group companies whether working in India or outside India, and / or to
the directors of the Company, and to such other persons as may be decided by the Board and
/ or permitted under SBEB Regulations and the Act (hereinafter referred to as “Eligible
Employees”) but does not include an employee who is a promoter or a person restricted from
being granted rights under the SAR Scheme 2018 under the SBEB Regulations or any other
242
223
ANNUAL REPORT 2017-18
NOTICE
regulations framed by SEBI or under the Act, to receive the benefits of increase/ appreciation in
the price of shares of the Company (“Options”) on such terms and conditions, as may be
determined by the Board in accordance with the provisions of SAR Scheme 2018 and in due
compliance with the SBEB Regulations and other applicable laws, rules and regulations;
RESOLVED FURTHER THAT the Board be and is hereby authorized to devise, formulate, evolve,
decide upon and bring into effect SAR Scheme 2018 as per the terms approved in this resolution
read with the statement annexed to this notice and at any time to modify, alter or amend the
said terms or suspend, withdraw or terminate SAR Scheme 2018, subject to compliance with the
SBEB Regulations, other regulations framed by SEBI and the Act and other applicable laws, rules
and regulations, as may be prevailing at that time;
RESOLVED FURTHER THAT, subject to the applicable laws, rules and regulations, as may be
prevailing at that time, consent of the member(s) of the Company be and is hereby accorded to
the Board to implement the SAR Scheme 2018 and grant the Options (and any other benefits
under any other employee benefit scheme as may be approved by the Board and the
shareholders of the Company) through the Jindal Saw Employee Welfare Trust or such other
name as may be permitted by the relevant sub-registrar at the time of settlement (“Jindal Saw
Employee Welfare Trust”), to be settled in a manner permissible under the SBEB Regulations;
RESOLVED FURTHER THAT the Options may be allotted in accordance with SAR Scheme 2018
either directly to the Eligible Employees or to /through the Jindal Saw Employee Welfare Trust;
RESOLVED FURTHER THAT the Company shall conform to the accounting policies prescribed
from time to time under SBEB Regulations and any other applicable laws and regulations to the
extent relevant and applicable to SAR Scheme 2018;
RESOLVED FURTHER THAT the Board be and is hereby authorized to do all such acts, deeds,
matters and things as it may, in its absolute discretion deem fit, for the aforesaid purpose and
also to settle any issues, questions, difficulties or doubts that may arise in this regard at any stage,
without being required to seek any further consent or approval of the members of the
Company to the end and intent that the members shall be deemed to have given their approval
thereto expressly by the authority of this resolution, and further to execute all such deeds,
documents, writings and to give such directions and / or instructions as may be necessary,
proper or expedient to give effect to any modification, alteration, amendment, suspension,
withdrawal or termination of SAR Scheme 2018 and to take all such steps and do all acts as may
be incidental or ancillary thereto.”
13. To consider and, if thought fit, to pass, with or without modification(s), the following resolution as
a Special Resolution:
"RESOLVED THAT in accordance with the provisions of Section 62(1)(b) and all other applicable
provisions of the Companies Act, 2013 (the "Act") read with rules framed thereunder and the
Securities and Exchange Board of India (“SEBI”) (Share Based Employee Benefits) Regulations,
2014 (“SBEB Regulations”) (including any statutory modification(s) or re-enactment(s) thereof, for
the time being in force) and in accordance with circulars / guidelines issued by SEBI, the Articles
of Association of the Company, the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (“Listing Regulations”) and other applicable regulations, rules and circulars /
guidelines in force, from time to time and subject to any approval(s) of any authorities as may be
required, and subject to any such condition(s) or modification(s), if any, as may be prescribed or
imposed by such authorities while granting such approval(s) and subject to acceptance of such
condition(s) or modification(s) by the Board of Directors of the Company (hereinafter referred to
as the “Board”, which term shall include the committee constituted by the Board or any other
committee which the Board may constitute to act as the “Compensation Committee” under the
243
223
ANNUAL REPORT 2017-18
NOTICE
SBEB Regulations or their delegated authority and to exercise its powers, including the powers
conferred by this resolution), the consent of the members be and is hereby accorded to the
Board to extend the benefits of the Jindal Saw Limited Stock Appreciation Rights’ Scheme 2018
(“SAR Scheme 2018”) referred to in the Special Resolution under Item No. 12 above, also to or to
the benefit of such person(s) who are permanent employees of subsidiary companies/ group
company of the Company, whether working in India or outside India, and / or to the directors
of the subsidiary/ group companies of the Company, and to such other persons as may be
decided by the Board and / or permitted under SBEB Regulations and the Act (hereinafter
referred to as “Eligible Employees”) but does not include an employee who is a promoter or a
person restricted from being granted rights under the SAR Scheme 2018 under the SBEB
Regulations or any other regulations framed by SEBI or under the Act, to receive the benefit of
increase/ appreciation in the price of shares of the Company (“Options”) on such terms and
conditions, as may be determined by the Board in accordance with the provisions of SAR
Scheme 2018 and in due compliance with the SBEB Regulations and other applicable laws, rules
and regulations to the extent that the Options offered under SAR Scheme 2018 to the Eligible
Employees of the subsidiary/group companies shall be subsumed in the aggregate limit set out
in SAR Scheme 2018;
RESOLVED FURTHER THAT the Board be and is hereby authorized to devise, formulate, evolve,
decide upon and bring into effect SAR Scheme 2018 as per the terms approved in this resolution
read with the statement annexed to this notice and at any time to modify, alter or amend the
said terms or suspend, withdraw or terminate SAR Scheme 2018, subject to compliance with the
SBEB Regulations, other regulations framed by SEBI and the Act and other applicable laws, rules
and regulations, as may be prevailing at that time;
RESOLVED FURTHER THAT, subject to the applicable laws, rules and regulations, as may be
prevailing at that time, consent of the member(s) of the Company be and is hereby accorded to
the Board to implement the SAR Scheme 2018 and grant the Options (and any other benefits
under any other employee benefit scheme as may be approved by the Board and the
shareholders of the Company) through the Jindal Saw Employee Welfare Trust or such other
name as may be permitted by the relevant sub-registrar at the time of settlement (“Jindal Saw
Employee Welfare Trust”), to be settled in a manner permissible under the SBEB Regulations;
RESOLVED FURTHER THAT the Options may be allotted in accordance with SAR Scheme 2018
either directly to the Eligible Employees or through/to the Jindal Saw Employee Welfare Trust;
RESOLVED FURTHER THAT the Company shall conform to the accounting policies prescribed
from time to time under SBEB Regulations and any other applicable laws and regulations to the
extent relevant and applicable to SAR Scheme 2018;
RESOLVED FURTHER THAT the Board be and is hereby authorized to do all such acts, deeds,
matters and things as it may, in its absolute discretion deem fit, for the aforesaid purpose and
also to settle any issues, questions, difficulties or doubts that may arise in this regard at any stage,
without being required to seek any further consent or approval of the members of the
Company to the end and intent that the members shall be deemed to have given their approval
thereto expressly by the authority of this resolution, and further to execute all such deeds,
documents, writings and to give such directions and / or instructions as may be necessary,
proper or expedient to give effect to any modification, alteration, amendment, suspension,
withdrawal or termination of SAR Scheme 2018 and to take all such steps and do all acts as may
be incidental or ancillary thereto.”
244
223
ANNUAL REPORT 2017-18
NOTICE
14. To consider and, if thought fit, to pass, with or without modification(s), the following resolution as
a Special Resolution:
“RESOLVED THAT, subject to the Applicable Laws, consent of the member(s) of the Company be
and is hereby accorded for acquisition of equity shares of the Company, in one or more tranches,
from the secondary market subject to the overall limits specified under the Securities and Exchange
Board of India (Share Based Employee Benefits) Regulations, 2014 and other applicable laws, by the
Jindal Saw Employee Welfare Trust or such other name as may be permitted by the relevant
sub-registrar at the time of settlement (“Jindal Saw Employee Welfare Trust”), to be settled in a
manner permissible under the SBEB Regulations, for the purpose of implementation of the SAR
Scheme 2018 from time to time;
RESOLVED FURTHER THAT, in case of any corporate action(s) such as rights issue, bonus issue,
buy-back of shares, split or consolidation of shares, etc. of the Company, the number of shares of
the Company to be acquired from the secondary market by the Jindal Employee Welfare Trust shall
be appropriately adjusted in accordance with the SBEB Regulations;
RESOLVED FURTHER THAT for the purpose of giving effect to the above resolution, the Board
including any committee thereof or the officers authorized by the Board in this regard be and are
hereby authorized to do all such acts, deeds, matters and things as may be necessary or expedient
and to settle any questions, difficulty or doubts that may arise in this regard without requiring the
Board to secure any further consent or approval of the member(s) of the Company.”
15. To consider and, if thought fit, to pass, with or without modification(s), the following resolution as
a Special Resolution:
"RESOLVED THAT in accordance with the provisions of the Companies Act, 2013 (the "Act") read with
rules framed thereunder and the Securities and Exchange Board of India (“SEBI”) (Share Based
Employee Benefits) Regulations, 2014 (“SBEB Regulations”) (including any statutory modification(s) or
re-enactment(s) thereof, for the time being in force) and in accordance with circulars / guidelines
issued by SEBI, the Articles of Association of the Company, the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) and other applicable regulations,
rules and circulars / guidelines in force, from time to time and subject to any approval(s) of any
authorities as may be required, and subject to any such condition(s) or modification(s), if any, as
may be prescribed or imposed by such authorities while granting such approval(s) and subject to
acceptance of such condition(s) or modification(s) by the Board of Directors of the Company
(hereinafter referred to as the “Board”, which term shall include the committee constituted by the
Board or any other committee which the Board may constitute to act as the “Compensation
Committee” under the SBEB Regulations or their delegated authority and to exercise its powers,
including the powers conferred by this resolution), the consent of the members be and is hereby
accorded to the Board to design, formulate , implement , grant, vest and allot, from time to time and
in one or more tranches, options/benefits (by whatever name called) under the ‘Jindal Saw
Limited General Employee Benefit Scheme 2018 (“GEB Scheme 2018”), the salient features of which
are set out in the statement annexed to this notice, to or to the benefit of such person(s) as decided
by the Board including but not limited to persons who are employees of the Company/
subsidiaries/group companies whether working in India or outside India, and / or to the directors
of the Company, and to such other persons as may be decided by the Board and / or permitted
under SBEB Regulations and the Act (hereinafter referred to as “Eligible Employees”) but does not
include an employee who is a promoter or a person restricted from being granted rights under the
GEB Scheme 2018 under the SBEB Regulations or any other regulations framed by SEBI or under the
Act, to receive the benefit and rights such as loan for personal expenses, marriage, education,
children’s study medical expenses, etc., (“General Benefits”) on such terms and conditions, as may
be determined by the Board in accordance with the provisions of GEB Scheme 2018 and in due
compliance with the SBEB Regulations and other applicable laws, rules and regulations;
245
223
ANNUAL REPORT 2017-18
NOTICE
RESOLVED FURTHER THAT the Board be and is hereby authorized to devise, formulate, evolve,
decide upon and bring into effect GEB Scheme 2018 as per the terms approved in this resolution
read with the statement annexed to this notice and at any time to modify, alter or amend the
said terms or suspend, withdraw or terminate GEB Scheme 2018, subject to compliance with the
SBEB Regulations, other regulations framed by SEBI and the Act and other applicable laws, rules
and regulations, as may be prevailing at that time;
RESOLVED FURTHER THAT, subject to the applicable laws, rules and regulations, as may be
prevailing at that time, consent of the member(s) of the Company be and is hereby accorded to
the Board to implement the GEB Scheme 2018 and grant the General Benefits (and any other
benefits under any other employee benefit scheme as may be approved by the Board and the
shareholders of the Company) through the Jindal Saw Employee Welfare Trust or such other
name as may be permitted by the relevant sub-registrar at the time of settlement (“Jindal Saw
Employee Welfare Trust”), to be settled in a manner permissible under the SBEB Regulations;
RESOLVED FURTHER THAT the General Benefits may be allotted in accordance with GEB Scheme
2018 directly to the Eligible Employees through the Jindal Saw Employee Welfare Trust;
RESOLVED FURTHER THAT the Company shall conform to the accounting policies prescribed
from time to time under SBEB Regulations and any other applicable laws and regulations to the
extent relevant and applicable to GEB Scheme 2018;
RESOLVED FURTHER THAT the Board be and is hereby authorized to do all such acts, deeds,
matters and things as it may, in its absolute discretion deem fit, for the aforesaid purpose and
also to settle any issues, questions, difficulties or doubts that may arise in this regard at any stage,
without being required to seek any further consent or approval of the members of the
Company to the end and intent that the members shall be deemed to have given their approval
thereto expressly by the authority of this resolution, and further to execute all such deeds,
documents, writings and to give such directions and / or instructions as may be necessary,
proper or expedient to give effect to any modification, alteration, amendment, suspension,
withdrawal or termination of GEB Scheme 2018 and to take all such steps and do all acts as may
be incidental or ancillary thereto.”
16. To consider and, if thought fit, to pass, with or without modification(s), the following resolution as
a Special Resolution:
"RESOLVED THAT in accordance with the provisions of the Companies Act, 2013 (the "Act") read
with rules framed thereunder and the Securities and Exchange Board of India (“SEBI”) (Share
Based Employee Benefits) Regulations, 2014 (“SBEB Regulations”) (including any statutory
modification(s) or re-enactment(s) thereof, for the time being in force) and in accordance with
circulars / guidelines issued by SEBI, the Articles of Association of the Company, the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) and other
applicable regulations, rules and circulars / guidelines in force, from time to time and subject to
any approval(s) of any authorities as may be required, and subject to any such condition(s) or
modification(s), if any, as may be prescribed or imposed by such authorities while granting such
approval(s) and subject to acceptance of such condition(s) or modification(s) by the Board of
Directors of the Company (hereinafter referred to as the “Board”, which term shall include the
committee constituted by the Board or any other committee which the Board may constitute to
act as the “Compensation Committee” under the SBEB Regulations or their delegated authority
and to exercise its powers, including the powers conferred by this resolution), the consent of
the members be and is hereby accorded to the Board to extend the benefits of the Jindal Saw
Limited General Employee Benefit Scheme 2018 (“GEB Scheme 2018”) referred to in the Special
Resolution under Item No. 15 above, also to or to the benefit of such person(s) who are
employees of subsidiary/ group companies of the Company, whether working in
246
223
ANNUAL REPORT 2017-18
NOTICE
India or outside India, and / or to the directors of the subsidiary companies/ group company of
the Company, and to such other persons as may be decided by the Board and / or permitted
under SBEB Regulations and the Act (hereinafter referred to as “Eligible Employees”) but does not
include an employee who is a promoter or a person restricted from being granted rights under
the GEB Scheme 2018 under the SBEB Regulations or any other regulations framed by SEBI or
under the Act, to receive the benefits and rights such as loan for personal expenses, marriage,
education, children’s study medical expenses, etc., (“General Benefits”) on such terms and
conditions, as may be determined by the Board in accordance with the provisions of GEB
Scheme 2018 and in due compliance with the SBEB Regulations and other applicable laws, rules
and regulations [to the extent that the General Benefits offered under GEB Scheme 2018 to the
Eligible Employees of the subsidiary/group companies shall be subsumed in the aggregate limit
under the GEB Scheme 2018];
RESOLVED FURTHER THAT the Board be and is hereby authorized to devise, formulate, evolve,
decide upon and bring into effect GEB Scheme 2018 as per the terms approved in this resolution
read with the statement annexed to this notice and at any time to modify, alter or amend the
said terms or suspend, withdraw or terminate GEB Scheme 2018, subject to compliance with the
SBEB Regulations, other regulations framed by SEBI and the Act and other applicable laws, rules
and regulations, as may be prevailing at that time;
RESOLVED FURTHER THAT, subject to the applicable laws, rules and regulations, as may be
prevailing at that time, consent of the member(s) of the Company be and is hereby accorded to
the Board to implement the GEB Scheme 2018 and grant the General Benefits (and any other
benefits under any other employee benefit scheme as may be approved by the Board and the
shareholders of the Company) through the Jindal Saw Employee Welfare Trust or such other
name as may be permitted by the relevant sub-registrar at the time of settlement (“Jindal Saw
Employee Welfare Trust”), to be settled in a manner permissible under the SBEB Regulations;
RESOLVED FURTHER THAT the General Benefits may be allotted in accordance with GEB Scheme
2018 directly to the Eligible Employees through the Jindal Saw Employee Welfare Trust;
RESOLVED FURTHER THAT the Company shall conform to the accounting policies prescribed
from time to time under SBEB Regulations and any other applicable laws and regulations to the
extent relevant and applicable to GEB Scheme 2018;
RESOLVED FURTHER THAT the Board be and is hereby authorized to do all such acts, deeds,
matters and things as it may, in its absolute discretion deem fit, for the aforesaid purpose and
also to settle any issues, questions, difficulties or doubts that may arise in this regard at any stage,
without being required to seek any further consent or approval of the members of the
Company to the end and intent that the members shall be deemed to have given their approval
thereto expressly by the authority of this resolution, and further to execute all such deeds,
documents, writings and to give such directions and / or instructions as may be necessary,
proper or expedient to give effect to any modification, alteration, amendment, suspension,
withdrawal or termination of GEB Scheme 2018 and to take all such steps and do all acts as may
be incidental or ancillary thereto.”
17. To consider and, if thought fit, to pass, with or without modification(s), the following resolution as
a Special Resolution:
“RESOLVED THAT, subject to the Applicable Laws, consent of the member(s) of the Company be
and is hereby accorded for acquisition of equity shares of the Company, in one or more
tranches, from the secondary market subject to the overall limits specified under the Securities
and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 and other
applicable laws, by the Jindal Saw Employee Welfare Trust or such other name as may be
247
223
ANNUAL REPORT 2017-18
NOTICE
permitted by the relevant sub-registrar at the time of settlement (“Jindal Saw Employee Welfare
Trust”), to be settled in a manner permissible under the SBEB Regulations, for the purpose of
implementation of the Jindal Saw Limited General Employee Benefit Scheme 2018 (“GEB Scheme
2018”) from time to time;
RESOLVED FURTHER THAT, in case of any corporate action(s) such as rights issue, bonus issue,
buy-back of shares, split or consolidation of shares, etc. of the Company, the number of shares
of the Company to be acquired from the secondary market by the Jindal Employee Welfare
Trust shall be appropriately adjusted in accordance with the SBEB Regulations;
RESOLVED FURTHER THAT for the purpose of giving effect to the above resolution, the Board
including any committee thereof or the officers authorized by the Board in this regard be and are
hereby authorized to do all such acts, deeds, matters and things as may be necessary or
expedient and to settle any questions, difficulty or doubts that may arise in this regard without
requiring the Board to secure any further consent or approval of the member(s) of the Company.”
18. To consider and, if thought fit, to pass, with or without modification(s), the following resolution as
a Special Resolution:
"RESOLVED THAT in accordance with the provisions of the Companies Act, 2013 (the "Act") read
with rules framed thereunder and the Securities and Exchange Board of India (“SEBI”) (Share
Based Employee Benefits) Regulations, 2014 (“SBEB Regulations”) (including any statutory
modification(s) or re-enactment(s) thereof, for the time being in force) and in accordance with
circulars / guidelines issued by SEBI, the Articles of Association of the Company, the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) and other
applicable regulations, rules and circulars / guidelines in force, from time to time and subject to
any approval(s) of any authorities as may be required, and subject to any such condition(s) or
modification(s), if any, as may be prescribed or imposed by such authorities while granting such
approval(s) and subject to acceptance of such condition(s) or modification(s) by the Board of
Directors of the Company (hereinafter referred to as the “Board”, which term shall include the
committee constituted by the Board or any other committee which the Board may constitute to
act as the “Compensation Committee” under the SBEB Regulations or their delegated authority
and to exercise its powers, including the powers conferred by this resolution), the consent of
the members be and is hereby accorded to the Board to design, formulate , implement , grant,
vest and allot, from time to time and in one or more tranches, options/benefits (by whatever
name called) under the ‘Jindal Saw Limited Retirement Benefit Scheme 2018 (“RB Scheme 2018”),
the salient features of which are set out in the statement annexed to this notice, to or to the
benefit of such person(s) as decided by the Board including but not limited to persons who are
employees of the Company/subsidiaries/group companies whether working in India or outside
India, and / or to the directors of the Company, and to such other persons as may be decided
by the Board and / or permitted under SBEB Regulations and the Act (hereinafter referred to as
“Eligible Employees”) but does not include an employee who is a promoter or a person
restricted from being granted rights under the RB Scheme 2018 under the SBEB Regulations or
any other regulations framed by SEBI or under the Act, to receive the retirement benefit and
rights (“Retirement Benefits”) on such terms and conditions, as may be determined by the Board
in accordance with the provisions of RB Scheme 2018 and in due compliance with the SBEB
Regulations and other applicable laws, rules and regulations;
RESOLVED FURTHER THAT the Board be and is hereby authorized to devise, formulate, evolve,
decide upon and bring into effect RB Scheme 2018 as per the terms approved in this resolution
read with the statement annexed to this notice and at any time to modify, alter or amend the
said terms or suspend, withdraw or terminate RB Scheme 2018, subject to compliance with the
SBEB Regulations, other regulations framed by SEBI and the Act and other applicable laws, rules
and regulations, as may be prevailing at that time;
248
223
ANNUAL REPORT 2017-18
NOTICE
RESOLVED FURTHER THAT, subject to the applicable laws, rules and regulations, as may be
prevailing at that time, consent of the member(s) of the Company be and is hereby accorded to
the Board to implement the RB Scheme 2018 and grant the Retirement Benefits (and any other
benefits under any other employee benefit scheme as may be approved by the Board and the
shareholders of the Company) through the Jindal Saw Employee Welfare Trust or such other
name as may be permitted by the relevant sub-registrar at the time of settlement (“Jindal Saw
Employee Welfare Trust”), to be settled in a manner permissible under the SBEB Regulations;
RESOLVED FURTHER THAT the Retirement Benefits may be allotted in accordance with RB
Scheme 2018 directly to the Eligible Employees through the Jindal Saw Employee Welfare Trust;
RESOLVED FURTHER THAT the Company shall conform to the accounting policies prescribed
from time to time under SBEB Regulations and any other applicable laws and regulations to the
extent relevant and applicable to RB Scheme 2018;
RESOLVED FURTHER THAT the Board be and is hereby authorized to do all such acts, deeds,
matters and things as it may, in its absolute discretion deem fit, for the aforesaid purpose and
also to settle any issues, questions, difficulties or doubts that may arise in this regard at any stage,
without being required to seek any further consent or approval of the members of the
Company to the end and intent that the members shall be deemed to have given their approval
thereto expressly by the authority of this resolution, and further to execute all such deeds,
documents, writings and to give such directions and / or instructions as may be necessary,
proper or expedient to give effect to any modification, alteration, amendment, suspension,
withdrawal or termination of RB Scheme 2018 and to take all such steps and do all acts as may
be incidental or ancillary thereto.”
19. To consider and, if thought fit, to pass, with or without modification(s), the following resolution as
a Special Resolution:
"RESOLVED THAT in accordance with the provisions of the Companies Act, 2013 (the "Act") read
with rules framed thereunder and the Securities and Exchange Board of India (“SEBI”) (Share
Based Employee Benefits) Regulations, 2014 (“SBEB Regulations”) (including any statutory
modification(s) or re-enactment(s) thereof, for the time being in force) and in accordance with
circulars / guidelines issued by SEBI, the Articles of Association of the Company, the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) and other
applicable regulations, rules and circulars / guidelines in force, from time to time and subject to
any approval(s) of any authorities as may be required, and subject to any such condition(s) or
modification(s), if any, as may be prescribed or imposed by such authorities while granting such
approval(s) and subject to acceptance of such condition(s) or modification(s) by the Board of
Directors of the Company (hereinafter referred to as the “Board”, which term shall include the
committee constituted by the Board or any other committee which the Board may constitute to
act as the “Compensation Committee” under the SBEB Regulations or their delegated authority
and to exercise its powers, including the powers conferred by this resolution), the consent of
the members be and is hereby accorded to the Board to extend the benefits of the Jindal Saw
Limited Retirement Benefit Scheme 2018 (“RB Scheme 2018”) referred to in the Special Resolution
under Item No. 18 above, also to or to the benefit of such person(s) who are employees of
subsidiary/ group companies of the Company, whether working in India or outside India, and /
or to the directors of the subsidiary / group companies of the Company, and to such other
persons as may be decided by the Board and / or permitted under SBEB Regulations and the
Act (hereinafter referred to as “Eligible Employees”) but does not include an employee who is a
promoter or a person restricted from being granted rights under the RB Scheme 2018 under the
SBEB Regulations or any other regulations framed by SEBI or under the Act, to receive the
benefits and rights such as loan for personal expenses, marriage, education, children’s study
249
223
ANNUAL REPORT 2017-18
NOTICE
medical expenses, etc., (“Retirement Benefits”) on such terms and conditions, as may be
determined by the Board in accordance with the provisions of RB Scheme 2018 and in due
compliance with the SBEB Regulations and other applicable laws, rules and regulations [to the
extent that the Retirement Benefits offered under RB Scheme 2018 to the Eligible Employees of
the subsidiary/group companies shall be subsumed in the aggregate limit under the RB Scheme
2018];
RESOLVED FURTHER THAT the Board be and is hereby authorized to devise, formulate, evolve,
decide upon and bring into effect RB Scheme 2018 as per the terms approved in this resolution
read with the statement annexed to this notice and at any time to modify, alter or amend the
said terms or suspend, withdraw or terminate RB Scheme 2018, subject to compliance with the
SBEB Regulations, other regulations framed by SEBI and the Act and other applicable laws, rules
and regulations, as may be prevailing at that time;
RESOLVED FURTHER THAT, subject to the applicable laws, rules and regulations, as may be
prevailing at that time, consent of the member(s) of the Company be and is hereby accorded to
the Board to implement the RB Scheme 2018 and grant the Retirement Benefits (and any other
benefits under any other employee benefit scheme as may be approved by the Board and the
shareholders of the Company) through the Jindal Saw Employee Welfare Trust or such other
name as may be permitted by the relevant sub-registrar at the time of settlement (“Jindal Saw
Employee Welfare Trust”), to be settled in a manner permissible under the SBEB Regulations;
RESOLVED FURTHER THAT the Retirement Benefits may be allotted in accordance with RB
Scheme 2018 directly to the Eligible Employees through the Jindal Saw Employee Welfare Trust;
RESOLVED FURTHER THAT the Company shall conform to the accounting policies prescribed
from time to time under SBEB Regulations and any other applicable laws and regulations to the
extent relevant and applicable to RB Scheme 2018;
RESOLVED FURTHER THAT the Board be and is hereby authorized to do all such acts, deeds,
matters and things as it may, in its absolute discretion deem fit, for the aforesaid purpose and
also to settle any issues, questions, difficulties or doubts that may arise in this regard at any stage,
without being required to seek any further consent or approval of the members of the
Company to the end and intent that the members shall be deemed to have given their approval
thereto expressly by the authority of this resolution, and further to execute all such deeds,
documents, writings and to give such directions and / or instructions as may be necessary,
proper or expedient to give effect to any modification, alteration, amendment, suspension,
withdrawal or termination of RB Scheme 2018 and to take all such steps and do all acts as may
be incidental or ancillary thereto.”
20. To consider and, if thought fit, to pass, with or without modification(s), the following resolution as
a Special Resolution:
“RESOLVED THAT, subject to the Applicable Laws, consent of the member(s) of the Company be
and is hereby accorded for acquisition of equity shares of the Company, in one or more
tranches, from the secondary market subject to the overall limits specified under the Securities
and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 and other
applicable laws, by the Jindal Saw Employee Welfare Trust or such other name as may be
permitted by the relevant sub-registrar at the time of settlement (“Jindal Saw Employee Welfare
Trust”), to be settled in a manner permissible under the SBEB Regulations, for the purpose of
implementation of the Jindal Saw Limited General Employee Benefit Scheme 2018 (“RB Scheme
2018”) from time to time;
250
223
ANNUAL REPORT 2017-18
NOTICE
RESOLVED FURTHER THAT, in case of any corporate action(s) such as rights issue, bonus issue,
buy-back of shares, split or consolidation of shares, etc. of the Company, the number of shares
of the Company to be acquired from the secondary market by the Jindal Employee Welfare
Trust shall be appropriately adjusted in accordance with the SBEB Regulations;
RESOLVED FURTHER THAT for the purpose of giving effect to the above resolution, the Board
including any committee thereof or the officers authorized by the Board in this regard be and are
hereby authorized to do all such acts, deeds, matters and things as may be necessary or
expedient and to settle any questions, difficulty or doubts that may arise in this regard without
requiring the Board to secure any further consent or approval of the member(s) of the Company.”
21. To consider and, if thought fit, to pass, with or without modification(s), the following resolution as
a Special Resolution:
“RESOLVED THAT, subject to the applicable laws, rules and regulations, as may be prevailing at
that time, consent of the member(s) of the Company be and is hereby accorded to the board
of directors of the Company (including the committee constituted by the Board or any other
committee which the Board may constitute to act as the “Compensation Committee” under the
SBEB Regulations or their delegated authority and to exercise its powers, including the powers
conferred by this resolution) (“Board”) to create, formulate, design and implement the (i) Jindal
Saw Limited Stock Appreciation Rights Scheme 2018 (“SAR Scheme 2018”); (ii) Jindal Saw Limited
General Employee Benefit Scheme 2018 (“GEB Scheme 2018”); and (iii) Jindal Saw Limited
Retirement Benefit Scheme 2018 (“RB Scheme 2018”); and grant the options (by whatever name
called and provided in the SAR Scheme 2018), the general benefits (by whatever name called
and provided under the GEB Scheme 2018) and the retirement benefits (by whatever name
called and provided in the RB Scheme 2018) respectively to the eligible employees (as
prescribed by the board ) through the Jindal Saw Employee Welfare Trust or such other name
as may be permitted by the relevant sub-registrar at the time of settlement (“Jindal Saw
Employee Welfare Trust”), to be settled in a manner permissible under the Securities and
Exchange Board of India (Share Based Employee Benefits) Regulations, 2014;
RESOLVED FURTHER THAT the Board be and is hereby authorized to do all such acts, deeds,
matters and things as it may, in its absolute discretion deem fit, for the aforesaid purpose and
also to settle any issues, questions, difficulties or doubts that may arise in this regard at any stage,
without being required to seek any further consent or approval of the members of the
Company to the end and intent that the members shall be deemed to have given their approval
thereto expressly by the authority of this resolution, and further to execute all such deeds,
documents, writings and to give such directions and / or instructions as may be necessary,
proper or expedient to give effect to any modification, alteration, amendment, suspension,
withdrawal or termination of SAR Scheme 2018, GEB Scheme 2018 and RB Scheme 2018 by the
Board (any committee including but not limited to the compensation committee thereof) and/or
the Jindal Saw Employee Welfare Trust and to take all such steps and do all acts as may be
incidental or ancillary thereto.”
Regd. Office:
A-I ,UPSIDC Indl. Area Nandgaon Road, SUNIL K. JAIN
Kosi Kalan Distt. Mathura (U.P.)-281 403 Company Secretary
CIN-L27104UP1984PLC023979 Membership No.: F-3056
251
223
ANNUAL REPORT 2017-18
NOTICE
NOTES :
1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE ABOVE MEETING IS ENTITLED TO APPOINT A
PROXY TO ATTEND AND VOTE ON BEHALF OF HIMSELF/HERSELF AND THE PROXY NEED NOT BE
A MEMBER OF THE COMPANY. PROXIES, IN ORDER TO BE VALID & EFFECTIVE, MUST BE RECEIVED
BY THE COMPANY AT THE REGISTERED OFFICE NOT LATER THAN FORTY EIGHT HOURS BEFORE
THE COMMENCEMENT OF THE ABOVE MEETING.
A person can act as a proxy on behalf of members not exceeding fifty and holding in aggregate
not more than ten percent of the total share capital of the company carrying voting rights. A
member holding more than ten percent of the total share capital of the company carrying
voting rights may appoint a single person as proxy and such person shall not act as a proxy for
any other person or shareholder.
2. For the convenience of members the route map of the venue of the meeting is depicted at the
end of the Notice.
3. Members who hold shares in physical form in multiple folios in identical names or joint holding
in the same order of names are requested to send the share certificates to the Company’s
Registrar and Transfer Agents, for consolidation into a single folio.
4. Corporate members intending to send their authorized representatives to attend the meeting
are requested to send to the Company a certified copy of the Board Resolution authorizing their
representative to attend and vote on their behalf at the meeting.
5. The Explanatory Statement pursuant to section 102(1) of the Companies Act, 2013 relating to
Special Business to be transacted is annexed hereto.
6. The Register of Members and Share Transfer Books of the Company will remain closed from 21st
September, 2018 to 27th September, 2018 (both days inclusive).
7. The Dividend, if approved, will be paid to those shareholders whose names appear : (a) as
Beneficial Owners as at the end of the business hours on 20th September, 2018 as per the list to
be furnished by NSDL and CDSL in respect of shares held in the Electronic Form; and (b) as
Members in the Register of Members of the Company after giving effect to all valid share
transfers in physical form lodged with the Company on or before 20th September, 2018.
8. Brief resume of Directors proposed to be appointed / re-appointed, nature of their expertise in
specific functional areas, names of companies in which they hold directorships and
memberships/chairmanships of Board Committees, shareholding and relationship between
directors inter-se as stipulated under Regulation 36(3) of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 with the Stock Exchanges, is given hereunder
forming part of the Annual Report.
9. Relevant documents referred to in the accompanying Notice and the Statement are open for
inspection by the Members at the Registered Office of the Company on all working days,
except Saturdays, during business hours up to the date of the Meeting.
10. The Members are requested to notify promptly any change in their address to the Company or
their depository participant, as the case may be.
11. Pursuant to the provisions of Section 125 of Companies Act, 2013(corresponding section 205A of
the Companies Act, 1956), as amended, dividend for the year ended 31st March, 2010 which have
been remaining unpaid for a period of 7 years was transferred to the Investor Education and
Protection Fund established by the Central Government on 31st October, 2017.
252
ANNUAL REPORT 2017-18
NOTICE
12. Members are advised that details of unclaimed dividend in respect of the financial year ended
31st March, 2011 up to the financial year ended 31st March, 2017 are available on the Company’s
corporate website www.jindalsaw.com under the section ‘Investor Relations’. Members who
have not encashed the dividend warrants for the said period are requested to make their claim
to the Company at Jindal Centre, 12, Bhikaiji Cama Place, New Delhi – 110 066 . Further, as per the
provisions of Section 124(6) of the Companies Act, 2013 read with the Investor Education &
Protection Fund Authority (Accounting, Audit, Transfer & Refund) Rules, 2016 (IEPF Rules), the
shares in respect of which the dividend has not be claimed for seven consecutive years are
required to be transferred by the Company to the designated Demat account of the IEPF
Authority.
13. Members are entitled to make nomination in respect of shares held by them in physical form as
per the provisions of section 72 of the Companies Act, 2013. Members desirous of making
nomination are requested to send Form SH-13 either to the Company or its Registrar and Share
Transfer Agent. Members holding shares in DEMAT form may contact their respective Depository
Participant for recording nomination in respect of their shares.
Members are requested to note that pursuant to directions given by SEBI/Stock Exchanges, the
Company has appointed M/s RCMC Share Registry Pvt. Ltd., B-25/1, 1st Floor, Okhla Industrial
Area, Phase-II, New Delhi-110020 as Registrar and Transfer Agent to look after the work related to
shares held in physical as well as demat mode.
14. The Securities and Exchange Board of India (SEBI) has mandated the submission of Permanent
Account Number (PAN) by every participant in securities market. Members holding shares in
electronic form are, therefore, requested to submit the PAN to their Depository Participants with
whom they are maintaining their demat accounts. Members holding shares in physical form shall
provide their PAN details to the Company/Registrars and Transfer Agent, M/s RCMC Share
Registry Pvt. Ltd.
15. As per SEBI Circular dated 8th June, 2018, No transfer of shares except in case of transmission or
transposition of securities, requests for effecting transfer of securities shall not be processed
unless the securities are held in the dematerialized form with a depository
16. Members are informed that the Company is sending Annual Report through mail to those
shareholders who have registered their E-mail ID with the Company/Depository Participant(s).
For members who have not registered their email address with Company/ Depository
Participant(s), physical copies of the Annual Report for FY 2017-18 is being sent through permitted
mode and also be available on the Company’s website www.jindalsaw.com for their download.
17. In terms of Section 108 of the Companies Act, 2013 read with rule 20 of the Companies
(Management and Administration) Rules, 2014, the Company has engaged the services of NSDL
to provide the facility of electronic voting (‘e-voting’) in respect of the Resolutions proposed at
this AGM. Mr. Awanish Kumar Dwivedi of M/s Awanish Dwivedi & Associates, Company
Secretaries, New Delhi shall act as the Scrutinizer for this purpose.
253
ANNUAL REPORT 2017-18
NOTICE
The procedure with respect to e-voting is provided below: -
The way to vote electronically on NSDL e-Voting system consists of “Two Steps” which are
mentioned below:
Step 1 : Log-in to NSDL e-Voting system at https://www.evoting.nsdl.com/
Step 2 : Cast your vote electronically on NSDL e-Voting system.
Details on Step 1 is mentioned below:
How to Log-in to NSDL e-Voting website?
1. Visit the e-Voting website of NSDL. Open web browser by typing the following URL:
https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile.
2. Once the home page of e-Voting system is launched, click on the icon “Login” which is available
under ‘Shareholders’ section.
3. A new screen will open. You will have to enter your User ID, your Password and a Verification
Code as shown on the screen.
Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at
https://eservices.nsdl.com/ with your existing IDEAS login. Once you log-in to NSDL eservices
after using your log-in credentials, click on e-Voting and you can proceed to Step 2 i.e. Cast your
vote electronically.
4. Your User ID details are given below :
254
ANNUAL REPORT 2017-18
NOTICE
c) How to retrieve your ‘initial password’?
i) If your email ID is registered in your demat account or with the company, your ‘initial
password’ is communicated to you on your email ID. Trace the email sent to you from
NSDL from your mailbox. Open the email and open the attachment i.e. a .pdf file. Open
the .pdf file. The password to open the .pdf file is your 8 digit client ID for NSDL account,
last 8 digits of client ID for CDSL account or folio number for shares held in physical form.
The .pdf file contains your ‘User ID’ and your ‘initial password’.
i) If your email ID is not registered, your ‘initial password’ is communicated to you on your
postal address.
6. If you are unable to retrieve or have not received the “initial password” or have forgotten
your password:
a) Click on “Forgot User Details/Password?” (If you are holding shares in your demat account
with NSDL or CDSL) option available on www.evoting.nsdl.com.
b) “Physical User Reset Password?” (If you are holding shares in physical mode) option
available on www.evoting.nsdl.com.
If you are still unable to get the password by aforesaid two options, you can send a
request at [email protected] mentioning your demat account number/folio number,
your PAN, your name and your registered address.
7. After entering your password, click on Agree to “Terms and Conditions” by selecting on
the check box.
8. Now, you will have to click on “Login” button.
9. After you click on the “Login” button, Home page of e-Voting will open
Details on Step 2 are mentioned below:
How to cast your vote electronically on NSDL e-Voting system?
1. After successful login at Step 1, you will be able to see the Home page of e-Voting. Click
on e-Voting. Then, click on Active Voting Cycles.
2. After click on Active Voting Cycles, you will be able to see all the companies “EVEN” in
which you are holding shares and whose voting cycle is in active status.
3. Select “EVEN” of company for which you wish to cast your vote
4. Now you are ready for e-Voting as the Voting page opens
5. Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the
number of shares for which you wish to cast your vote and click on “Submit” and also
“Confirm” when prompted.
6. Upon confirmation, the message “Vote cast successfully” will be displayed.
7. You can also take the printout of the votes cast by you by clicking on the print option on
the confirmation page.
8. Once you confirm your vote on the resolution, you will not be allowed to modify your
vote.
255
ANNUAL REPORT 2017-18
NOTICE
General Guidelines for shareholders:
1. Institutional shareholders (i.e., other than individuals, HUF, NRI, etc.) are required to send
scanned copy (PDF/JPG format) of the relevant Board resolution/authority letter, etc.,
together with attested specimen signature of the duly authorized signatory(ies) who are
authorized to vote, to the scrutinizer through an email to [email protected]
with a copy marked to [email protected].
2. It is strongly recommended not to share your password with any other person and take
utmost care to keep your password confidential. Login to the e-voting website will be
disabled upon five unsuccessful attempts to key in the correct password. In such an event,
you will need to go through the “Forgot User Details/Password?” or “Physical User Reset
Password?” option available on www.evoting.nsdl.com to reset the password.
3. In case of any queries, you may refer to the Frequently Asked Questions (FAQs) for
Shareholders and e-voting user manual for Shareholders available at the download
section of www.evoting.nsdl.com or call on toll free no.: 1800-222-990 or send a request
at [email protected]
Other Instructions:
A. The e-voting period commences at 9.00 a.m. on Monday, 24th September, 2018 and ends
at 5.00 p.m. on Wednesday, 26th September, 2018. During this period shareholders of the
Company holding shares either in physical form or in dematerialized form, as on the
cut-off date of 20th September, 2018 may cast their vote electronically. The e-voting
module shall be disabled by NSDL for voting thereafter.
B. The voting right of shareholders shall be in proportion to their shares of the paid-up equity
share capital of the Company as on the cut-off date of 20th September, 2018.
C. Mr. Awanish Kumar Dwivedi of M/s Awanish Dwivedi & Associates, Company Secretaries,
New Delhi has been appointed as the Scrutinizer to scrutinize the voting through poll at
AGM and remote e-voting process in a fair and transparent manner.
D. The Scrutinizer shall after the conclusion of voting at AGM, first count the votes cast at the
meeting, thereafter unblock the votes cast through remote e-voting in the presence of at
least two (2) witnesses not in employment of the Company and shall not later than two
days submit a consolidated scrutinizer’s report of the total votes cast in favour and against,
if any, forthwith to the Chairman of the Company.
E. The Results declared along with the scrutinizer’s report shall be placed on the Company’s
website www.jindalsaw.com and on the website of NSDL within 48 hours of conclusion of
the AGM of the Company and communicated to the NSE and BSE where Company’s
equity shares are listed.
F. Members/Proxies are requested to bring their copies of the Annual Report to the
meeting.
Regd. Office:
A-I ,UPSIDC Indl. Area Nandgaon Road, SUNIL K. JAIN
Kosi Kalan Distt. Mathura (U.P.)-281 403 Company Secretary
CIN-L27104UP1984PLC023979 Membership No.: F-3056
256
ANNUAL REPORT 2017-18
NOTICE
EXPLANATORY STATEMENT UNDER SECTION 102 (1) OF THE COMPANIES ACT, 2013
Item No. 5:
The members of the Company in their meeting held on 28th September, 2013 approved the
appointment of Shri Neeraj Kumar as Group CEO and Whole-time Director of the Company, liable
to retire by rotation, for the period of Five years effective from 01st July, 2013.
Your Directors in their meeting held on 25th May, 2018, based on the recommendation of
Nomination and Remuneration Committee, recommended the re-appointment of Shri Neeraj
Kumar as Group CEO and Whole-time Director of the Company, liable to retire by rotation, for
further period of five year effective from w.e.f. 1st July, 2018 subject to the approval of members in a
general meeting. Shri Neeraj Kumar has brought in new style of management with his energetic and
complete clarity in the thought and the performance at Group Level had improved because of his
efforts and contribution. Considering his result oriented approach and improvement in the
performance of the Company, it would in the best interest of the company that shri Neeraj Kumar
shall continue as the Group CEO and Whole-time director of the Company.
Shri Neeraj Kumar is not disqualified being appointed as Director in terms of Section 164 of the
Companies Act, 2013 and has given his consent to act as Director. The remuneration of Shri Neeraj
Kumar is fixed by the Board of Directors from time to time such that salary and aggregate value of
all perquisites and allowance like house allowance, bonus, performance incentive, medical
reimbursement, contribution to provident fund, gratuity, earned leave with full pay or encashment,
etc. as per the policy of the Company, provision for the Company’s car for official duties, etc. as may
be agreed by the Board of Directors and Shri Neeraj Kumar shall not exceed the overall
remuneration to be approved by the members in this annual general meeting as below:
CTC : Not exceeding an overall ceiling of ` 10 crores per annum as recommended by the
Nomination & Remuneration Committee.
Perks :
1. One Club membership for self and family.
2. Company maintained 2 chauffeur driven vehicles.
3. Medical Insurance for self and Family (Dependants).
4. Other allowances and perquisites as per the Company policy as is customary for such a position.
The Group CEO & Whole-time Director so long as he functions as such shall not be paid any sitting
fee for attending the meetings of Board of Directors or Committees thereof.
For the purpose of calculating the above ceiling, perquisites shall be evaluated as per the provisions
of the Income Tax Act, 1961, wherever applicable. In the absence of any such provisions, the
perquisites shall be evaluated at actual cost.
In the event of loss or inadequacy of profits in any financial year, the remuneration to be paid to Shri
Neeraj Kumar by way of salary and perquisites as specified above shall be subject to the approval
by the Central Government, if required.
The Board of Directors may, in its absolute discretion lower remuneration than the maximum
remuneration here-in-above stipulated and revise the same from time to time within the maximum
limit stipulated by this resolution.
257
ANNUAL REPORT 2017-18
NOTICE
The proposed remuneration is within the limits prescribed under section I of Part II of the Schedule
V to the Companies Act, 2013. The terms of remuneration have been approved by the Nomination
and Remuneration Committee of the Board.
The Office of Group CEO and Whole-time Director may be terminated by the Company or by the
concerned Director by giving 3 months prior notice in writing.
Save and except Shri Neeraj Kumar, none of the other Director/Key Managerial Personnel of the
Company/their relatives are in any way concerned or interested, financially or otherwise in the
resolution set out at Item No. 5 of the Notice.
The Board recommends resolution as set out at Item No. 5 of the Notice for approval by the
shareholders as special resolution.
Item No. 6:
The Board, on the recommendation of the Audit Committee, has approved the appointment and
remuneration of M/s R.J. Goel & Co., Cost Accountants as Cost Auditors to conduct the audit of the
cost records of the Company for the financial year 2018-19.
In accordance with the provisions of Section 148 of the Companies Act, 2013 read with the
Companies (Audit and Auditors) Rules 2014, remuneration payable to the Cost Auditors is to be
ratified by the shareholders. Hence, the consent of shareholders is being sought by way of
ordinary resolution as set out at Item No. 6 of the Notice for ratification of the remuneration payable
to the Cost Auditors for the financial year 2018-19.
None of the Directors, Managers, key Managerial Personnel of the Company and their respective
relatives are, in any way concerned or interested, financially or otherwise in the resolution except
to the extent of their shareholding in the Company.
The Board recommends resolution as set out at Item No. 6 of the Notice for approval by the
shareholders as ordinary resolution.
Item No. 7:
The Members at the annual general meeting on 27th September, 2012 had approved the payment
of remuneration by way of commission to the Directors in accordance with the provisions of than
applicable Companies Act, 1956 for the period of 5 years from the year ended 31st March, 2012.
The Non-Executive Directors including the Independent Directors of your Company bring with
them significant professional expertise and rich experience across a wide spectrum of functional
areas such as marketing, technology, corporate strategy, information systems, and finance. The
Board is of the view that it is necessary that adequate compensation be given to the Non-Executive
Directors and the Independent Directors so as to compensate them for their time and efforts.
Accordingly, it is proposed that in terms of section 197 of the Act, the Non-Executive Directors (apart
from the Managing Director and Whole-time Directors) be paid, for each of the five consecutive
years from the year ended 31st March, 2017, remuneration by way of commission, not exceeding
one percent per annum of the net profits of the Company computed in accordance with the
provisions of the Act. This remuneration will be distributed amongst Directors in accordance with
the directions given by the Board
Save and except all the non-executive Directors, none of the other Director/Key Managerial
Personnel of the Company/their relatives are in any way concerned or interested, financially or
otherwise in the resolution set out at Item No. 7 of the Notice.
258
ANNUAL REPORT 2017-18
NOTICE
The Board recommends resolution as set out at Item No. 7 of the Notice for approval by the
shareholders as special resolution.
Item No. 8:
In terms of Section 42 of the Companies Act, 2013 and Rule 14 of the Companies (Prospectus and
Allotment of Securities) Rules, 2014, a Company shall not make a private placement of its securities
unless the proposed offer of securities or invitation to subscribe to the securities has been
previously approved by the members of the Company by a special resolution. In case of an offer
or invitation to subscribe to non-convertible debentures on private placement, a Company can
obtain prior approval of its shareholders by means of a special resolution once a year for all the
offers or invitations for such non-convertible debentures during the year. In order to augment the
long-term resources for financing inter alia, the ongoing capital expenditure, for refinancing of part
of the existing loans, to reduce interest costs and for general corporate purposes, the Company
may offer or invite subscription to secured/unsecured redeemable non-convertible debentures, in
one or more tranches on private placement basis.
An enabling resolution as set out at Item No. 8 of the Notice is, therefore, being proposed to borrow
funds by offer or invitation to subscribe to secured/ unsecured redeemable non-convertible
debentures for an amount not exceeding ` 1,000 crores (Rupees one thousand crores only). This
resolution would be valid for a period of one year from the date of this annual general meeting.
The price at which the securities will be issued will be determined by the Board of Directors of the
Company in accordance with applicable law and in consultation with the appropriate advisors.
None of the Directors, Key Managerial Personnel of the Company / their relatives are in any way
concerned or interested, financially or otherwise in the special resolution except to the extent of
their shareholding in the Company.
The Board recommends the resolution as set out at Item No. 8 of the Notice for approval by the
shareholders as special resolution.
Item No. 9:
It is in the interest of the Company to raise long term resources with convertible option so as to
optimise capital structure for future growth. The proceeds of the issue will be used for long-term
funding to meet the planned capital expenditure and for other corporate purposes, including
refinancing of expensive debt, to reduce interest costs and to meet any unlikely shortfall in
unforeseen circumstances.
It is, therefore, proposed that the Board of Directors be authorised by way of an enabling special
resolution as at Item No. 9 of the Notice to raise additional long term resources depending on
market dynamics by way of Issue of equity shares and/or fully convertible debentures/ partly
convertible debentures/ optionally convertible debentures/ non-convertible debentures along
with warrants and/ or convertible securities other than warrants convertible into equity shares, in
one or more tranches, through a Qualified Institutional Placement, not exceeding a sum of ` 1,000
crores (Rupees one thousand crores only) in the aggregate. The price at which the equity shares
or other securities to be issued will be determined by the Board of Directors of the Company in
accordance with applicable law and in consultation with the experts/ investment bankers/ advisors.
However, the basis of pricing of such Specified Securities shall be the pricing formula as prescribed
under Regulation 85 of the SEBI Regulations. The end use of the issue proceeds will be in
compliance with applicable laws and regulations.
259
ANNUAL REPORT 2017-18
NOTICE
None of the Directors, Managers, Key Managerial Personnel of the Company / their relatives are in
any way concerned or interested, financially or otherwise in the special resolution except to the
extent of their shareholding in the Company.
The Board recommends the resolution as set out at Item No. 9 of the Notice for approval by the
shareholders as special resolution.
Item No. 10
In order to mobilize funds for the normal capital expenditure, expansion, modernization, general
corporate purposes, working capital requirements, etc., the Company may, at an appropriate time,
make an offering by way of public offer and / or private placement of Global Depository Receipts
(GDRs), American Depository Receipts (ADRs), Foreign Currency Convertible Bonds (FCCBs),or any
other equity and / or preference share related instruments amounting in aggregate to US$ 150
million or equivalent to other currencies to the international investor(s) in one or more tranches, at a
price, in accordance with the applicable laws and otherwise on such terms and conditions as may
be deemed appropriate by the Board at the time of issue of these instruments / securities. The
detailed terms and conditions of the offer will be determined in consultation with the lead
managers, advisors and underwriters to be appointed by the Company at an appropriate time. Since
pricing of the offering can be decided only at a later stage, it is not possible to state the price or the
exact number of securities or instruments to be issued and hence an enabling resolution in broader
terms is proposed to give adequate flexibility and discretion to the Board / Committee to finalise the
terms in consultation with the lead managers and underwriters or such other authority(ies) as need
to be consulted including in relation to the pricing of the issue which will be a free market pricing
and may be at a premium or discount to market price in accordance with the international practices.
The discussions will be initiated with internationally reputed consultants and merchant bankers at an
appropriate time for identifying the parties and negotiating the terms and conditions of the offering.
Pursuant to the issuance and allotment of these securities / instruments by the Company the
holders of such securities / instruments would be entitled to convert their respective securities /
instruments into the equity / preference shares, as the case may be, of the Company. These shares
will rank pari-passu in all respects with the existing equity of the Company.
Pursuant to the applicable provisions of the Companies Act, 2013 and Rules made thereunder your
consent is being bought by way of special resolution.
None of the Directors, Managers, Key Managerial Personnel of the Company and their respective
relatives are, in any way concerned or interested, financially or otherwise in the resolution except
to the extent of their shareholding in the Company.
The Board recommends the resolution as set out at Item No. 10 of the Notice for approval by the
shareholders as special resolution.
Item No. 11:
The Company has availed various working capital facilities from the consortium of banks headed by
State Bank of India. One of the conditions of working capital facilities granted by the consortium of
banks is in case of default committed by the Company either in repayment of working capital
facilities or interest on it, the banks can convert the whole or part of the outstanding due amounts
under the Working Capital Facility including interest into the equity shares of the company at the
value determined by these banks subject to the applicable laws and in the manner specified by
them. At present, the Company has availed the working capital facilities from consortium of banks
up to ` 5000 crores in aggregate.
260
ANNUAL REPORT 2017-18
NOTICE
As per the provisions of Section 62 of the Companies Act, 2013, the working capital facilities including
interest can be converted into equity shares of the Company with the approval of the shareholders
by way of special resolution. Therefore, the consortium of banks has insisted that the Company
should obtain the approval of the shareholders by way of special resolution. Therefore, the
shareholders of the Company are requested to accord their approval to the proposed resolution.
None of the Directors and Key Managerial Personnel of the Company and their relatives may be
deemed to be interested/concerned in this resolution, except to their respective shareholdings in
the Company, if any.
The Board recommends the Special Resolutions set out at Item No.11 of the Notice for approval by
the members
Item No. 12 to 14:
With a view to encourage value creation and value sharing with the employees, the Board of
Directors of the Company (hereinafter referred to as the “Board”, which term shall include the
committees of the board and any other committee which the Board may constitute to act as the
Compensation Committee under the SBEB Regulations or their delegated authority) has proposed
‘Jindal Saw Stock Appreciation Rights Scheme 2018’ (“SAR Scheme 2018”). As members are aware,
employee benefit schemes such as the SAR Scheme 2018 are considered as an effective tool to
attract and retain the best talent and also serves to attract, incentivise and motivate professionals and
reward exceptional performance.
The salient features of SAR Scheme 2018 are set out as per SEBI circular and are as under:
a. Brief description of the scheme – SAR Scheme 2018
SAR Scheme 2018 is intended to reward the Eligible Employees (as described under clause (c)
herein below), for their performance and to motivate them to contribute to the growth and
profitability of the Company. SAR Scheme 2018 will help to retain talent in the organization as the
Company views stock appreciation rights (“Options”) as an instrument that would enable the
Eligible Employees to share the value they create for the Company and align individual
objectives with the objectives of the Company in the years to come.
b. Total number of Options to be granted
The Options to be granted to the Eligible Employees under SAR Scheme 2018, in one or more
tranches, shall be within the overall limit and subject to the Securities and Exchange Board of
India (Share Based Employee Benefits) Regulations, 2014 (“SBEB Regulations”) such that there is no
breach of the limits set out under the SBEB Regulations.
The Options which do not vest would be available for re-grant to be disposed of by the Board
in the manner provided under the SBEB Regulations.
c. Identification of class of employees entitled to participate in SAR Scheme 2018
Following classes of employees are entitled to participate in SAR Scheme 2018 (“Eligible
Employees”):
(i) employee of the Company who has been working in India or outside India, as decided by the
Board or any committee thereof; or
(ii) director of the Company, whether whole-time or not but excluding independent director; or
261
ANNUAL REPORT 2017-18
NOTICE
(iii) employee as defined in (i) or (ii) above of subsidiary companies, in India or outside India, or
of a group company of the Company; or
(iv) such other persons as decided by the Board in compliance with the terms of the SBEB
Regulations.
Following persons are not entitled to participate in SAR Scheme 2018:
(i) an employee who is a promoter or a person belonging to the promoter group; or
(ii) a director who either by himself or through his relative or through any body corporate,
directly or indirectly, holds more than 10% of the outstanding equity shares of the Company.
d. Requirements of vesting, period of vesting and maximum period within which the Options shall
be vested
The Options granted can vest only to the Eligible Employees. The Board may, at its discretion, lay
down certain performance matrix on the achievement of which such Options can vest, the
detailed terms and conditions relating to such performance-based vesting, and the proportion
in which Options granted can vest, subject to the minimum vesting period of one year between
grant of Options and vesting of Options.
The maximum vesting period may extend up to five years from the date of grant of Options or
such other period as may be decided by the Board exceeding one year.
e. Exercise price or pricing formula
The Board will determine the exercise price in case of each grant subject to the same not being
less than the face value of the equity shares of the Company and not more than the ‘market price’
(that is, latest available closing price on a recognised stock exchange, having highest trading
volume, on which the equity shares of the Company are listed) of the equity shares at the time
of grant.
f. Exercise period and the process of Exercise
Exercise Period would commence from the vesting date and would expire not later than five
years from the date of grant of Options or such other period as may be decided by the Board.
The vested Options are exercisable by the Eligible Employees by a written application to the
Company expressing his/ her desire to exercise such Options in such manner and on execution
of such documents, as may be prescribed by the Board from time to time.
g. Appraisal process for determining the eligibility under SAR Scheme 2018
The Eligible Employees as per the criteria determined by the Board can be granted Options
based on performance linked parameters such as work performance, company performance,
business performance and such other parameters as may be decided from time to time.
h. Maximum number of Options to be issued
The number of Options to be granted to an Eligible Employee under SAR Scheme 2018 can be
decided by the Board. However, the maximum number of Options that may be granted shall
not exceed the limit as set out under the SBEB Regulations.
262
ANNUAL REPORT 2017-18
NOTICE
i. Maximum quantum of benefits to be provided per employee under SAR Scheme 2018
[The maximum quantum of benefits underlying the Options granted to an Eligible Employee
shall be equal to the appreciation in the value of the Company’s equity shares determined as on
the date of exercise of Options, on the basis of difference between the Option exercise price
and the market price of the equity shares on the exercise date.] Eligible Employee shall not have
the right to receive dividend or to vote or in any manner enjoy the benefits of a shareholder in
respect of the Option granted.
j. Whether SAR Scheme 2018 is to be implemented and administered directly by the Company or
through Jindal Saw Employee Welfare Trust
SAR Scheme 2018 may be implemented either by the Company directly or through the Jindal
Saw Employee Welfare Trust or such other name as may be permitted by the relevant
sub-registrar at the time of settlement (“Jindal Saw Employee Welfare Trust”), to be set up in a
manner as permissible under the SBEB Regulations and subject to applicable compliances, as
may be decided by the Board.
k. Whether SAR Scheme 2018 involves new issue of shares by the Company or secondary
acquisition by the Jindal Saw Employee Welfare Trust or both
SAR Scheme 2018 may be implemented either by issuance of new shares of the Company or
by secondary acquisition or by both.
l. The amount of loan to be provided for implementation of SAR Scheme 2018 by the Company
to the Jindal Saw Employee Welfare Trust
The Company may provide a loan to the Jindal Saw Employee Welfare Trust, in compliance with
the applicable law including SBEB Regulations and other regulations issued by SEBI from time to
time for implementation of SAR Scheme 2018.
m. Maximum percentage of Secondary Acquisition that can be made by the trust for the purpose
of the SAR Scheme 2018
The total number of shares held by the Jindal Saw Employee Welfare Trust shall [not exceed 5%]
of the paid up share capital of the Company as at the end of the preceding financial year,
subject to the terms and provisions of the SBEB Regulations.
n. Accounting and Disclosure Policies
The Company shall follow the relevant Indian Accounting Standards (Ind-AS), prescribed from
time to time, including the disclosure requirements.
Regulation 6(1) of SBEB Regulations requires that every stock appreciation right scheme shall be
approved by the members of the company by passing a special resolution in a general
meeting. Accordingly, the Special Resolution set out at Item No. 12 of this Notice is proposed for
approval by members.
As per Regulation 6(3) of SBEB Regulations, a separate special resolution is required to be
passed if the benefits of an employee stock option scheme are to be extended to employees
of the subsidiary company (ies). Accordingly, the Special Resolution set out at Item No. 13 of this
Notice is proposed for approval by members.
263
ANNUAL REPORT 2017-18
NOTICE
The special resolutions set out at Item No. 14 propose to authorize the Board to implement the
SAR Scheme 2018 through the Jindal Saw Employee Welfare Trust and to authorize the Jindal Saw
Employee Welfare Trust to acquire equity shares of the Company from the secondary market in
future, if required. In terms of the SBEB Regulations, employees’ welfare schemes such as the SAR
Scheme 2018 can be implemented by way of secondary acquisition. It is proposed that the SAR
Scheme 2018 be implemented by way of inter-alia secondary acquisition through Jindal Saw
Employee Welfare Trust.
The SAR Scheme 2018 shall conform to the SBEB Regulations.
The SBEB Resolutions inter-alia provide that if the scheme involves secondary acquisition, then it is
mandatory for the Company to implement such scheme through a trust, subject to compliance of
conditions stated in the SBEB Regulations. It is intended that the Jindal Saw Employee Welfare Trust
acquires equity shares of the Company from the secondary market and/or by way of a gift and
utilize the same upon exercise of stock appreciation options by option holders.
Directors / Key Managerial Personnel of the Company / their relatives who may be granted Options
under SAR Scheme 2018 may be deemed to be concerned or interested in the Special Resolutions
at Item Nos. 12 to 14 of this Notice.
Save as aforesaid, none of the Directors / Key Managerial Personnel of the Company / their relatives
are, in any way, concerned or interested, financially or otherwise, in the said Special Resolutions.
The Board recommends the Special Resolutions set out at Item Nos.12 to 14 of this Notice for
approval by the members
Item No. 15 to 17
With a view to encourage value creation and value sharing with the employees, the Board of
Directors of the Company (hereinafter referred to as the “Board”, which term shall include the
committees of the board and any other committee which the Board may constitute to act as the
Compensation Committee under the SBEB Regulations or their delegated authority) has proposed
‘Jindal Saw General Employee Benefit Scheme 2018’ (“GEB Scheme 2018”). As members are aware,
employee benefit schemes such as the GEB Scheme 2018 are considered as an effective tool to
attract and retain the best talent and also serves to attract, incentivise and motivate professionals
and reward exceptional performance.
At no point will the equity shares of the Company exceed 10 % of the book value or market value or
fair value of the total assets of the scheme, whichever is lower, as appearing in the latest balance
sheet of the Company for the purpose of the GEB Scheme 2018.
The salient features of GEB Scheme 2018 are set out as per SEBI circular and are as under:
a. Brief description of the scheme – GEB Scheme 2018
GEB Scheme 2018 is intended to reward the Eligible Employees (as described under clause (c)
herein below), for their performance and to motivate them to contribute to the growth and
profitability of the Company. GEB Scheme 2018 will help to retain talent in the organization as the
Company views general employee benefit rights as an instrument that would enable the Eligible
Employees to share the value they create for the Company and align individual objectives with
the objectives of the Company in the years to come.
b. Benefits under the GEB Scheme 2018
The eligible employees to be granted employment benefits such as loan for personal expenses,
marriage, education, children’s study medical expenses, etc., (“General Benefits”) under GEB
Scheme 2018, in one or more tranches, and on such terms as prescribed under the GEB Scheme
2018, in compliance with the SBEB Regulations.
264
223
ANNUAL REPORT 2017-18
NOTICE
265
ANNUAL REPORT 2017-18
NOTICE
The Company may provide a loan to the Jindal Saw Employee Welfare Trust, in compliance with
the applicable law including SBEB Regulations and other regulations issued by SEBI from time to
time for implementation of GEB Scheme 2018.
j. Maximum percentage of Secondary Acquisition that can be made by the trust for the purpose
of the corpus for the GEB Scheme 2018
The total number of shares held by the Jindal Saw Employee Welfare Trust shall [not exceed 2%]
of the paid up share capital of the Company as at the end of the preceding financial year, subject
to the other terms and provisions of the SBEB Regulations.
k. Accounting and Disclosure Policies
The Company shall follow the relevant Indian Accounting Standards (Ind-AS), prescribed from
time to time, including the disclosure requirements.
Regulation 6(1) of SBEB Regulations requires that every general employee benefit right scheme
shall be approved by the members of the company by passing a special resolution in a general
meeting. Accordingly, the Special Resolution set out at Item No. 15 of this Notice is proposed for
approval by members.
As per Regulation 6(3) of SBEB Regulations, a separate special resolution is required to be passed
if the benefits of a general employee benefit scheme are to be extended to employees of the
subsidiary company (ies). Accordingly, the Special Resolution set out at Item No. 16 of this Notice
is proposed for approval by members.
The special resolutions set out at Item No. 17 propose to authorize the Board to implement the
GEB Scheme 2018 through the Jindal Saw Employee Welfare Trust and to authorize the Jindal
Saw Employee Welfare Trust to acquire equity shares of the Company from the secondary
market in future, if required. In terms of the SBEB Regulations, employees’ welfare schemes such
as the GEB Scheme 2018 can be implemented by way of secondary acquisition. It is proposed
that the GEB Scheme 2018 be implemented by way of inter-alia secondary acquisition through
Jindal Saw Employee Welfare Trust.
The GEB Scheme 2018 shall conform to the SBEB Regulations.
The SBEB Resolutions inter-alia provide that if the scheme involves secondary acquisition, then it
is mandatory for the Company to implement such scheme through a trust, subject to
compliance of conditions stated in the SBEB Regulations. It is intended that the Jindal Saw
Employee Welfare Trust acquires equity shares of the Company from the secondary market
and/or by way of a gift and utilize the same upon exercise of General Benefits rights by the right
holders.
Directors / Key Managerial Personnel of the Company / their relatives who may be granted
General Benefits under GEB Scheme 2018 may be deemed to be concerned or interested in the
Special Resolutions at Item Nos. 15 to 17 of this Notice.
Save as aforesaid, none of the Directors / Key Managerial Personnel of the Company / their
relatives are, in any way, concerned or interested, financially or otherwise, in the said Special
Resolutions.
The Board recommends the Special Resolutions set out at Item Nos.15 to 17 of this Notice for
approval by the members
Item No. 18 to 20
With a view to encourage value creation and value sharing with the employees, the Board of
Directors of the Company (hereinafter referred to as the “Board”, which term shall include the
committees of the board and any other committee which the Board may constitute to act as the
Compensation Committee under the SBEB Regulations or their delegated authority) has proposed
266
ANNUAL REPORT 2017-18
NOTICE
‘Jindal Saw Retirement Benefit Scheme 2018’ (“RB Scheme 2018”). As members are aware, employee
benefit schemes such as the RB Scheme 2018 are considered as an effective tool to attract and retain
the best talent and also serves to attract, incentivise and motivate professionals and reward
exceptional performance.
At no point will the equity shares of the Company exceed 10 % of the book value or market value or
fair value of the total assets of the scheme, whichever is lower, as appearing in the latest balance
sheet of the Company for the purpose of the RB Scheme 2018.
The salient features of RB Scheme 2018 are set out as per SEBI circular and are as under:
a. Brief description of the scheme – RB Scheme 2018
RB Scheme 2018 is intended to reward the Eligible Employees (as described under clause (c)
herein below), for their performance and to motivate them to contribute to the growth and
profitability of the Company. RB Scheme 2018 will help to retain talent in the organization as the
Company views retirement benefits as an instrument that would enable the Eligible Employees
to share the value they create for the Company and align individual objectives with the
objectives of the Company in the years to come.
b. Benefits under the RB Scheme 2018
The eligible employees to be granted retirement benefits (“Retirement Benefits”) under RB
Scheme 2018, in one or more tranches, and on such terms as prescribed under the RB Scheme
2018, in compliance with the SBEB Regulations.
c. Identification of class of employees entitled to participate in RB Scheme 2018
Following classes of employees are entitled to participate in RB Scheme 2018 (“Eligible
Employees”):
(i) employee of the Company who has been working in India or outside India, as decided by
the Board or any committee thereof; or
(ii) director of the Company, whether whole-time or not but excluding independent director; or
(iii) employee as defined in (i) or (ii) above of subsidiary/ group companies, in India or outside
India; or
(iv) such other persons as decided by the Board in compliance with the terms of the SBEB
Regulations.
Following persons are not entitled to participate in RB Scheme 2018:
(i) an employee who is a promoter or a person belonging to the promoter group; or
(ii) a director who either by himself or through his relative or through any body corporate,
directly or indirectly, holds more than 10% of the outstanding equity shares of the Company.
d. Requirements for availing the benefits under the RB Scheme 2018
The Board may, at its discretion, lay down certain performance matrix, other terms and
conditions on the achievement of which benefits may be availed under the RB Scheme 2018 by
an Eligible Employee.
e. Process of Exercise
The vested Retirement Benefits are exercisable by the Eligible Employees by a written
application to the Company expressing his/ her desire to exercise such benefits in such manner
and on execution of such documents, as may be prescribed by the Board from time to time.
267
ANNUAL REPORT 2017-18
NOTICE
268
223
ANNUAL REPORT 2017-18
NOTICE
Regd. Office:
A-I ,UPSIDC Indl. Area Nandgaon Road, SUNIL K. JAIN
Kosi Kalan Distt. Mathura (U.P.)-281 403 Company Secretary
CIN-L27104UP1984PLC023979 Membership No.: F-3056
269
ANNUAL REPORT 2017-18
NOTICE
Additional Information on directors recommended for appointment/re-appointment as required under
Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
270
Form No. MGT-11
Proxy form
[Pursuant to section 105(6) of the Companies Act, 2013 and rule 19(3)
of the Companies (Management and Administration) Rules, 2014]
CIN:- L27104UP1984PLC023979
Name of the Company- Jindal Saw Limited
Registered Office:- A-1,UPSIDC Industrial Area, Nandgaon Road, Kosi Kalan, Mathura, Uttar Pradesh-281403.
I/We, being the member(s) of…………………………………………………………shares of the above named company. Hereby appoint
as my/ our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the 33rd Annual General
Meeting of the Company, to be held on the Thursday, 27th September, 2018 at 12:30 p.m. at A-1,UPSIDC
Industrial Area, Nandgaon Road, Kosi Kalan, Mathura, Uttar Pradesh-281403 and at any adjournment thereof in
respect of such resolutions as are indicated below:
Affix
Revenue
Signed this……………………………………..day of……………………………..2018 Stamps
PLEASE BRING THIS ATTENDANCE SLIP TO THE MEETING HALL AND HAND IT OVER AT THE ENTRANCE
Joint shareholders may obtain additional Slip at the venue of the meeting
Address: ………………………………………………………………………………………………………
………………………………………………………………………………………………………………………..
I/We hereby record my /our presence at the 33rd Annual General Meeting of the Company at A-1, UPSIDC
Indl. Area, Nandgaon Road, Kosi Kalan, Distt. Mathura (U.P.) – 281 403 on Thursday, the 27th September, 2018
at 12:30 PM
Signature of Shareholder/proxy