To
The Members,
Your Directors are pleased to present the 40th Annual Report
(Integrated) on the business and operations of the Company and the audited financial
statements for the financial year ended 31st March, 2025.
1. FINANCIAL RESULTS
The Board's Report is prepared based on the standalone financial
statements of the Company. The Company's financial performance for the year under review
(standalone and consolidated) alongwith previous year's figures are given hereunder -
(? in Lakhs)
Particulars |
Financial Year
ended |
Standalone |
Consolidated |
|
31st March, 2025 |
31st March, 2024 |
31st March, 2025 |
31st March, 2024 |
Revenue from Operations |
17,93,615.91 |
17,96,196.84 |
20,82,889.48 |
20,95,769.01 |
Profit before finance cost, depreciation
and tax |
3,45,576.60 |
3,22,611.21 |
3,54,820.32 |
3,48,916.28 |
Less: |
|
|
|
|
Finance costs |
48,835.03 |
58,580.81 |
62,345.34 |
70,469.31 |
Depreciation and amortization expense |
47,949.10 |
45,202.03 |
60,205.97 |
56,798.69 |
Profit before tax |
2,48,792.47 |
2,18,828.37 |
2,32,269.01 |
2,21,648.28 |
Share of profit/ (loss) of joint venture |
- |
- |
2,627.49 |
(80.92) |
Tax expense |
61,345.55 |
57,417.72 |
89,091.73 |
62,279.71 |
Profit after tax |
1,87,446.92 |
1,61,410.65 |
1,45,804.77 |
1,59,287.65 |
Other Comprehensive Income |
(647.30) |
(400.90) |
1,166.74 |
1,426.59 |
Total Comprehensive Income for the year |
1,86,799.62 |
1,61,009.75 |
1,46,971.51 |
1,60,714.24 |
Earning per equity share (face value of ' 1/-
each) |
|
|
|
|
(i) Basic (?) |
29.44 |
25.39 |
27.31 |
26.38 |
(ii) Diluted (?) |
29.35 |
25.35 |
27.22 |
26.33 |
2. REVIEW OF OPERATIONS
The financial year 2024-25 has shown a decrease in production and sales
volumes as compared to previous financial year. The total pipe production (including pig
iron) during 2024-25 was ~ 17,04,013 MT (including ~ 80,512 MT pipes produced on job work)
as compared to ~ 17,39,795 MT (including ~ 90,309 MT pipes produced on job work) during
2023-24. The annual pellet production during 2024-25 was ' 16.50 lakhs MT as compared to '
15.37 lakhs MT during 2023-24. During financial year 2024-25, the Company has sold
(including pig iron) ~ 16,97,577 MT (including ~ 77,466 MT pipes on job work) as compared
to 17,16,338 MT (including ~ 86,259 MT pipes on job work ) during 2023-24.
3. CHANGE IN THE NATURE OF BUSINESS
There was no change in the nature of business of the Company during the
financial year ended 31st March, 2025.
4. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report, as stipulated under
Regulation 34 of SEBI Listing Regulations forming part of this report has been given under
separate section.
5. DIVIDEND
The Board has, subject to the approval of Members at the ensuing annual
general meeting, recommended a dividend @ ' 2/- per equity share of face value of ' 1/-
per equity share (i.e.200%) for the year ended March 31, 2025.
6. DIVIDEND DISTRIBUTION POLICY
Your Company has a Dividend Distribution Policy, in compliance with the
SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 (SEBI Listing
Regulations). The Policy is available on the Company's website: https://
www.jindalsaw.com/pdf/Dividend-Distribution-Policy.pdf. In terms of the Policy, equity
shareholders of the Company may expect dividend if the Company has surplus funds after
taking into consideration relevant internal and external factors enumerated in the Policy
for declaration of dividend.
7. TRANSFER TO RESERVES
No amount was transferred to any reserve during the financial year.
8. SHARE CAPITAL
During the year under review, your Board of Directors in their meeting
held on 29th July, 2024, pursuant to the Scheme of Amalgamation of Jindal Quality Tubular
Limited ("JQTL"), Jindal Tubular (India) Limited ("JTIL"), and Jindal
Fittings Limited ("JFL") with the Company approved by Hon'ble, Allahabad Bench
of National Company Law Tribunal ("NCLT") vide its order dated 21st March, 2024,
allotted 34,19,638 (8% non-cumulative non-convertible unlisted redeemable) Preference
Shares having face value of ' 100 each, redeemable on or before 8 years from the date of
allotment, to the shareholders of JQTL and JFL as per the fair share swap ratio report of
Sundae Capital Advisors Pvt. Ltd. dated 16th March, 2022.
Your Board of Directors approved split/sub-division of equity shares of
the Company on 23rd August, 2024 and the same was approved by the members in their Extra
Ordinary General Meeting held on 23rd September, 2024, such that each equity share having
face value of ' 2/- (Rupees Two only) fully paid-up, was sub-divided into 2 (two) equity
shares having face value of ' 1/- (Rupee One only) each, fully paid-up with effect from
9th October, 2024 (Record Date). Accordingly, the authorised equity share capital of the
Company was altered as ' 473,00,00,000/- divided into 473,00,00,000 equity shares of ' 1/-
each and the paid-up and subscribed equity share capital of the Company was altered as '
63,95,18,734/- divided into 63,95,14,734 equity shares of ' 1/- each. The paid up equity
share capital of the Company also include ' 4,000/- consisting of 8000 equity shares being
partly paid and forfeited by the Company.
Apart from the above, there was no other change in the share capital of
the Company. The equity shares of the Company are listed on BSE Limited ("BSE")
and National Stock Exchange of India Limited ("NSE").
9. NON-CONVERTIBLE DEBENTURES
The Non-Convertible Debentures (NCDs) of ' 10,00,000/- each aggregating
to ' 500 Crores issued by the Company are listed on National Stock Exchange of India
Limited.
10. EMPLOYEES SHARE BENEFIT SCHEMES
The Company has the following schemes with an objective of enabling the
Company to attract and retain talented human resources by offering them the opportunity to
acquire a continuing equity interest in the Company, which will reflect their efforts in
building the growth and the profitability of the Company
i. Jindal Saw Limited Stock Appreciation Rights' Scheme, 2018 (the
"SAR Scheme 2018")
ii. Jindal Saw Limited General Employee Benefit Scheme, 2018 (the
"GEB Scheme 2018")
iii. Jindal Saw Limited Retirement Benefit Scheme, 2018 (the "RB
Scheme 2018")
A Trust was formed to implement the above scheme and is administered by
Axis Trustee Services Limited as trustee. The above schemes involves acquisition of shares
from the secondary market. The trustee had brought 21,00,328 equity shares of the Company
under SAR Scheme 2018. Out of the total shares held by Trust, the Nomination and
Remuneration Committee granted 18,06,328 SAR and 3,04,430 SAR backed by equal number of
shares held by trust during the FY 2021-22 and FY 2023-24, respectively.
The applicable disclosures as stipulated under the SEBI (Share Based
Employee Benefits and Sweat Equity) Regulations, 2021 ("SBEB Regulations"),
pertaining to the year ended 31st March, 2025, is available on the Company's website at
replace link : https://www.jindalsaw.com/investors-relations-others. php
11. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES
As on 31st March, 2025 Company has 7 direct subsidiaries, 12 indirect
subsidiaries, 2 associates and 1 joint venture. The Board of Directors reviewed the
affairs of the subsidiaries.
During the year, the Company had acquired 31.2% equity shareholding of
Renew Green (MHH One) Private Limited and sold the entire shareholding of Greenray
Holdings Limited, UK subsidiary of the Company along with its step down subsidiary Derwent
Sand SARL, Algeria. Accordingly, Renew Green (MHH One) Private Limited, become an
associate of the Company. Greenray Holdings Limited, UK and Derwent Sand SARL, Algeria
ceased to be subsidiary of the Company.
Further, In accordance with Section 129(3) of the Companies Act, 2013,
the consolidated financial statements of the Company and its subsidiaries along with a
statement containing the salient features of the financial statements of Company's
subsidiaries in Form AOC-1 forms part of Annual Report. The statement also provides the
details of performance, financial positions of each of the subsidiaries.
As per the provisions of Section 136 of the Companies Act, 2013, the
audited financial statements, including the consolidated financial statements and other
related information of the Company and audited financial statements of each of its
subsidiaries, are available on company's website www.jindalsaw.com.
These documents will also be available for inspection during business
hours at our registered office till date of annual general meeting. The policy for
determining material subsidiaries may be accessed on the Company's website at the link:
https://www.jindalsaw.com/pdf/POLICY-FOR- DETERMINING-MATERIAL-SUBSIDIARIES-10-2020.pdf
12. CONSOLIDATED FINANCIAL STATEMENT
Audited annual consolidated financial statements forming part of the
annual report have been prepared in accordance with Companies Act, 2013, Indian Accounting
Standards (Ind AS) 110- 'Consolidated Financial Statements' and Indian Accounting
Standards (Ind AS) 28 - Investments in Associates and Joint Ventures', notified under
Section 133 of Companies Act, 2013 read with Companies (Indian Accounting Standards)
Rules, 2015 and as amended from time to time.
13. AUDITORS & THEIR REPORT STATUTORY AUDITORS
The Members of the Company had appointed Price Waterhouse Chartered
Accountants LLP as Statutory Auditors of the Company for a term of 5 (five) consecutive
years from conclusion of 37th Annual General Meeting until the conclusion of 42nd Annual
General Meeting. The Price Waterhouse Chartered Accountant LLP have confirmed that they
are not disqualified from continuing as Auditors of the Company.
Auditors' remarks in their report read with the notes to accounts
referred to by them are self-explanatory. There have been no fraud reported by the
Statutory Auditors of the Company.
SECRETARIAL AUDITOR
M/s. S. K. Gupta & Co., Company Secretaries, were appointed as
Secretarial Auditors, to conduct Secretarial Audit of the Company for the financial year
2024-25. The Secretarial Audit Report for the financial year ended 31st March, 2025 is
annexed herewith marked as Annexure 2 to this Report.
Further, as per the provisions of Regulation 24A of SEBI Listing
Regulations, the Board in their meeting held on 2nd May, 2025, subject to the approval of
members, appointed M/s. S. K. Gupta & Co., Company Secretaries, as Secretarial
Auditors, to conduct Secretarial Audit of the Company for 5 consecutive financial year
effective from the financial year 2025-26.
EXPLANATIONS OR COMMENTS BY THE BOARD ON EVERY QUALIFICATION,
RESERVATION OR ADVERSE REMARK OR DISCLAIMER MADE BY AUDITORS
i. Auditors' Report:
There have been no fraud, qualification, reservation or adverse remark
reported by the Statutory Auditors of the Company.
ii. Secretarial Auditor's Report:
There have been no qualification, reservation or adverse remark
reported by the Secretarial Auditors in their Report.
COST AUDIT
Pursuant to Section 148 of the Companies Act, 2013 read with rules made
thereunder, the Board, has re-appointed M/s. R. J. Goel & Co., Cost Accountants
(Registration No. 000026), to audit the Cost Accounts of the Company for the year ending
31st March, 2025. Their remuneration is proposed to be ratified by Members at the ensuing
annual general meeting.
The Cost Audit Report and other documents for the year ended 31st March
2024 were submitted with the Central Government by filing Form CRA-4 vide SRN F98000516
dated 02nd September, 2024.
14. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirement under section 134 of the Companies Act,
2013 with respect to Directors' Responsibility
Statement, it is hereby confirmed by the Board of Directors: -
a. that in the preparation of the annual accounts for the financial
year ended 31st March, 2025, the Indian Accounting Standards (Ind AS) have been followed
along with proper explanation relating to material departures;
b. that they had selected such accounting policies and applied them
consistently and made judgments and estimates that were reasonable and prudent so as to
give a true and fair view of the state of affairs of the Company at the end of the
financial year and of the profit of the Company for the year ended on that period.
c. that they had taken proper and sufficient care for the maintenance
of adequate accounting records in accordance with the provisions of the Companies Act,
2013 for safeguarding the assets of the Company and for preventing and detecting fraud and
other irregularities;
d. that they had prepared the accounts for the financial year ended
31st March, 2025 on a 'going concern' basis.
e. that they had laid down internal financial controls to be followed
by the Company and that such internal financial controls are adequate and are operating
effectively; and
f. that they had devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems are adequate and operating
effectively.
15. DIRECTORS AND KEY MANAGERIAL PERSONNEL
Your Board of Directors comprises of mix of Executive and Non-Executive
Directors including the women directors with rich experience and expertise across a range
of fields such as corporate finance, strategic management, accounts, legal, marketing,
brand building, social initiative, general management and strategy. Except, Independent
Directors, all other Directors are liable to retire by rotation as per the provisions of
the Companies Act, 2013.
At the ensuing Annual General Meeting, Shri Prithavi Raj Jindal,
Director, (DIN: 00005301) and Ms. Tripti Jindal Arya, Joint Managing Director, (DIN:
00371397) of the Company, retire by rotation and, being eligible, offer themselves for
reappointment.
Your Board of Directors, after taking into consideration the
recommendations of Nomination and Remuneration Committee and given their background,
experience, contribution made by them during their tenure as Independent Director and the
performance evaluation, feels that the continued association of Ms. Sminu Jindal (DIN :
00005317), as Managing Director of the Company would be beneficial to the interest of
Company. Accordingly, Board proposes the reappointment of Ms. Sminu Jindal (DIN: 00005317)
for further period of 5 years w.e.f. 1st February, 2026.
As per section 134(3Xq) of the Companies Act, 2013 read with rule 8(5)
of the Companies (Accounts) Rules 2014, changes in details of Directors or Key Managerial
Personnel during the year are given below:-
The Members in their Extra Ordinary General Meetings held on 23rd
September, 2024, based on the recommendation of Board of Directors of the Company,
approved the appointment of Shri Satyakam Mishra (DIN:10711600), and Dr. Chandra Shekhar
Agrawal (DIN: 10740719) as Independent Director of the Company for their 1st term of 5
consecutive years w.e.f. 29th July, 2024 and 23rd August, 2024 respectively.
The members in their EGM held on 6th December, 2024, based on the
recommendation of Nomination and Remuneration Committee and Board of Directors of the
Company, also approved the appointment of Shri Nitin Sharma DIN : 08535415), as Whole-time
Director of the Company for a period of 5 years effective form 1st November, 2024.
Further during the year under review, Dr. Raj Kamal Aggarwal (DIN:
00005349) and Shri Ravinder Nath Leekha, (DIN: 00888433 who had completed their 2nd term
of 5 consecutive years as Independent Directors on 09th September, 2024, ceases to be
Independent Directors of the Company.
Shri Hawa Singh Chaudhary, Whole-time Director of the company, who was
superannuated on 31st October 2024, ceases to be Wholetime Director of the company w.e.f
1st November, 2024.
POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION
The Nomination and Remuneration Committee selects the candidates to be
appointed as the Director on the basis of the requirement and enhancing the competencies
of the Board.
The current policy is to have a balance of executive and non-executive
Independent Directors to maintain the independence of the Board and to separate the
functions of governance and management. The composition of Board of Directors during the
year ended 31st March, 2025 is in conformity with Regulation 17 of the SEBI Listing
Regulations, 2015 read with Section 149 of the Companies Act, 2013.
The Company has policy, namely Nomination and Remuneration Policy, to
govern directors' appointment, including criteria for determining qualifications, positive
attributes, independence of a director and other matters, as required under sub-section
(3) of Section 178 of the Companies Act, 2013 and the remuneration to the Directors.
16. DECLARATION BY INDEPENDENT DIRECTORS
The Declaration of Independence from all Independent Directors as
stipulated under Section 149(7) of the Companies Act, 2013 and Regulation 17 of the SEBI
Listing Regulations, 2015, confirming that they meet the criteria of independence have
been received.
17. STATEMENT REGARDING INTEGRITY, EXPERTISE AND EXPERIENCE OF
INDEPENDENT DIRECTORS
In the opinion of the Board, the Independent Directors possess
excellent rating in respect of clear sense of value and integrity and have requisite
expertise and experience in their respective fields.
All the Independent Directors of the Company are enrolled with Data
Bank maintained by Indian Institute of Corporate Affairs. As per the provisions of section
150 of the Companies Act, 2013 read rule 6 of the Companies (Appointment and Qualification
of Directors) Rules, 2014, the Independent Directors of the Company are exempted from
undergoing the online proficiency self-assessment test conduct by the Institute, except
those who are required to undergo the test had passed the online proficiency
self-assessment test within the prescribed time.
18. BOARD EVALUATION
The Company has devised a Policy for Performance Evaluation of
Independent Directors, Board, Committees and other Directors which includes criteria for
performance evaluation of the Non-Executive Directors and Executive Directors under
section 178(1) of the Companies Act, 2013 and SEBI Listing Regulations. This Policy may be
accessed on the Company's website at the link: https://www.jindalsaw.com/
pdf/POLICY-REMUNERATION-POLICY-OF-JINDAL-SAW.pdf
On the basis of the Policy for Performance Evaluation of Independent
Directors, Board, Committees and other Directors, a process of evaluation was followed by
the Board for its own performance and that of its Committees and individual Directors. The
details of the same have been given in the report on Corporate Governance annexed hereto.
The details of programme for familiarization of Independent Directors,
their roles, rights, responsibilities in the Company, nature of the industry in which the
Company operates, business model of the Company and related matters have been uploaded on
the website of the Company at the link: https://www.jindalsaw.com/pdf/Familierisation%20
Programe%20-2024-2025.pdf
19. CORPORATE GOVERNANCE
The Company is committed to maintain the highest standards of corporate
governance and adherence to the corporate governance requirement set out by SEBI Listing
Regulations. The report on Corporate Governance as stipulated under the SEBI Listing
Regulations forms an integral part of this Report. The requisite certificate from the
Secretarial Auditors of the Company confirming compliance with the conditions of corporate
governance is attached with the report on Corporate Governance.
20. CREDIT RATING
The credit ratings obtained by the Company during the year under review
are as under:
Date of Rating |
Credit Rating Agency |
Instrument/Type of Rating |
Rating |
Remarks |
06th June 2024 |
CARE Ratings Limited |
a) Long Term Bank Facilities ' 2508.68 Crores b)
Non-Convertible Debentures ' 500 Crores |
CARE AA (Outlook: Stable) |
Reaffirmed |
06th June 2024 |
CARE Ratings Limited |
a) Commercial Paper ' 400 Crores b) Short Term Bank
Facilities ' 7600 Crores |
CARE A1+ (A one Plus) |
Reaffirmed |
06th June 2024 |
CARE Ratings Limited |
a) Issuer Rating |
CARE AA (Outlook: Stable) |
Reaffirmed |
13th September 2024 |
CARE Ratings Limited |
a) Long Term Bank Facilities ' 2475.57 Crores b)
Non-Convertible Debentures ' 500 Crores |
CARE AA (Outlook: Stable) |
Reaffirmed |
13th September 2024 |
CARE Ratings Limited |
a) Commercial Paper ' 400 Crores b) Short Term Bank
Facilities ' 9000 Crores |
CARE A1+ (A one Plus) |
Reaffirmed |
13th September 2024 |
CARE Ratings Limited |
a) Issuer Rating |
CARE AA (Outlook: Stable) |
Reaffirmed |
11th October 2024 |
Brickwork Ratings India Pvt Ltd |
a) Non-Convertible Debentures of ' 500 Crores |
BWR AA (Stable) |
Reaffirmed |
21. CONTRACTS AND ARRANGEMENT WITH RELATED PARTIES
The regulation 23(4) states that all related party transactions (RPTs)
with an aggregate value exceeding ' 1,000 crores or 10% of annual consolidated turnover of
the Company, whichever is lower, shall be treated as Material Related Party Transaction
(MRPTs) and shall require prior approval of shareholders. The said limits are applicable,
even if the transactions are in the ordinary course of business of the concerned company
and at an arm's length basis.
During the year under review, the Company has entered into material
related party transactions with JSW Steel Limited and Jindal Steel and Power Limited. All
the related party transactions are in compliance with the provisions of SEBI Listing
Regulations as applicable during the financial year ended 31st March, 2025.
The related party transaction policy of the company can be accessed on
the Company's website at the link: https://www.
jindalsaw.com/pdf/policy-on-rpts-jindal-saw-ltd-final-2022. pdf.
Please refer to the Notes to the standalone financial statements, which
sets out related party disclosures.
22. CORPORATE SOCIAL RESPONSIBILTY (CSR)
The objective of the Company's Corporate Social Responsibility ('CSR')
initiatives is to improve the quality of life of communities through long-term value
creation for all stakeholders. The Company's CSR policy provides guidelines to conduct its
CSR activities of the Company. The salient features of the Policy forms part of the Annual
Report on CSR activities annexed to the Board's Report. The CSR policy is available on the
website of the Company at https://www. jindalsaw.com/pdf/CSR-Policy-2021.pdf.
The key philosophy of all CSR initiatives of the Company is driven by
core value of inclusion. Pursuant to CSR Policy various activities were recommended by the
CSR Committee to the Board, which were undertaken by the Company. During the FY 2024-25,
the Company's actual CSR obligation after taking the effect of excess expenditure of '
629.13 Lakh by the Company on CSR activities in the FY 2023-24 was ' 1713.18 Lakh. The
Company had spent ' 1831.67 Lakh on CSR activities, which result an amount of ' 118.49
Lakh over spent on above activities. Out of current year's expenditure ' 597.76 Lakh
related to ongoing CSR project undertaken by the Company and same was deposited in
separate bank in compliance with provisions of Companies Act, 2013.
Further, as per the provisions of Section 135 of Companies Act, 2013
read with Rule 7 of Companies (Corporate Social Responsibility Policy) Rules, 2014, the
Board of Directors in their meeting held on 2nd May, 2025 approved the excess amount of '
118.49 Lakh spent on CSR activities during FY 2024-25 to be set off against the
requirement of spend under Section 135(5) of the Companies Act, 2013 for a period of
immediately three succeeding financial years.
A report on CSR activities is annexed herewith as Annexure 1.
23. RISK MANAGEMENT
The Company has a Risk Management Committee which has been entrusted
with the responsibility to assist the Board in (a) overseeing and approving the Company's
enterprise wide risk management framework; and (b) identifying and assessing that all the
risks that the organization faces such as strategic, financial, credit, market, liquidity,
security, property, IT, legal, regulatory, reputational and other risks and to ensure that
there is an adequate risk management infrastructure in place capable of addressing those
risks. The Risk Management Policy was reviewed and approved by the Committee.
The Company manages, monitors and reports on the principal risks and
uncertainties that can impact its ability to achieve its strategic objectives. The
Company's management systems, organisational structures, processes, standards, code of
conduct and behaviours together form the Management System that governs how the Company
conducts the business and manages associated risks.
24. INTERNAL CONTROL AND INTERNAL AUDIT SYSTEM AND THEIR ADEQUACY
The Company has adopted and implemented robust policies and procedures
for ensuring the orderly and efficient conduct of its business. The framework has been
designed to provide with the size, scale and complexity of its operations, safeguarding of
its assets, comply with the applicable laws, prevention and detection of fraud, accuracy
and completeness of the accounting records, and timely preparation of reliable financial
disclosures. For more details, refer to the "Internal Control and Internal Audit
System and Their Adequacy" section in Management Discussions and Analysis Report,
which forms part of this Annual Report.
25. COST RECORD
The Cost records as specified by the Central Government under
sub-section (1) of section 148 of the Companies Act, 2013, are prepared, maintained and
the same are audited by the Cost Auditor.
26. SECRETARIAL STANDARDS
The Directors state that applicable Secretarial Standards, i.e. SS-1
(Meetings of the Board of Directors), SS-2 (General Meetings), SS-3 (Dividend) and SS-4
(Report of the Board of Directors) respectively, have been duly followed by the Company.
27. DISCLOSURE MEETINGS OF THE BOARD
During the year under review, the Board of Director of the Company met
7 (Seven) times on 7th May, 2024, 29th July, 2024, 23rd August, 2024, 18th October, 2024,
29th October, 2024, 24th January, 2025 and 27th March, 2025. The composition of Board of
Directors during the year ended March 31, 2025 is in conformity with Regulation 17 of the
SEBI Listing Regulations read with Section 149 of the Companies Act, 2013. For further
details, please refer Report on Corporate Governance attached to this Annual Report.
INDEPENDENT DIRECTORS
During the year under review, the Independent Directors of the Company
met 2 (two) times on 7th May, 2024 and 16th May, 2024. For further details, please refer
Report on Corporate Governance attached to this Annual Report.
AUDIT COMMITTEE
As on 31st March, 2025 the Audit Committee comprised of 4 Independent
Directors and 1 Executive Director as its Members. The Chairman of the Committee is an
Independent Director. The Members possess adequate knowledge of accounts, audit, finance,
etc. The composition of the Audit Committee is in conformity with requirements as per the
Section 177 of the Companies Act, 2013 and Regulation 18 of the SEBI Listing Regulations.
During the year ended 31st March, 2025, the Committee met
5 (Five) times on 7th May, 2024, 29th July, 2024, 18th October, 2024,
29th October, 2024 and 24th January, 2025. For further details, please refer Report on
Corporate Governance attached to this Annual Report.
NOMINATION AND REMUNERATION COMMITTEE
As on 31st March, 2025, the Nomination and Remuneration Committee
comprised of 3 Independent Directors. The Chairman of the Committee is an Independent
Director. The Composition of the Nomination and Remuneration Committee is in conformity
with requirements of section 178 the Companies Act, 2013 and SEBI Listing Regulations.
During the year ended 31st March, 2025 the Committee met 4 (Four) times
on 7th May, 2024, 12th July, 2024, 29th July, 2024 and 29th October, 2024. For further
details, please refer Report on Corporate Governance attached to this Annual Report.
STAKEHOLDERS RELATIONSHIP COMMITTEE
As on 31st March 2025, the Stakeholders Relationship Committee
comprised of 3 Independent Directors and 2 Executive Directors. The Chairman of the
Committee is an Independent Director. The Composition of the Stakeholders Relationship
Committee is in conformity with the requirements of the Companies Act, 2013 and SEBI
Listing Regulations.
During the year ended 31st March, 2025 the Committee met once on 31st
March, 2025. For further details, please refer Report on Corporate Governance attached to
this Annual Report.
CORPORATE SOCIAL RESPONSIBILITY COMMITTEE (CSR COMMITTEE)
As on 31st March, 2025, the CSR Committee comprised of 3 Independent
Directors and 2 Executive Directors. The Chairman of the Committee is an Independent
Director. The Composition of the CSR Committee is in conformity with requirements of the
Companies Act, 2013.
During the year ended 31st March, 2025 the Committee met once on 31st
March, 2025. For further details, please refer Report on Corporate Governance attached to
this Annual Report.
RISK MANAGEMENT COMMITTEE
As on 31st March, 2025, the Risk Management Committee comprised of 2
Independent Directors, 2 Executive Directors and 2 non board members. The Chairman of the
Committee is Independent Directors. The Composition of the Risk Management Committee is in
conformity with requirements of the SEBI Listing Regulations.
During the year ended 31st March, 2025 the Committee met 2 (two) times
on 30th August, 2024 and 13th March, 2025. For further details, please refer Report on
Corporate Governance attached to this Annual Report.
VIGIL MECHANISM
The Vigil Mechanism of the Company, which also incorporates a Whistle
Blower Policy in terms section 177(9) of Companies Act, 2013 and Regulation 22 of the SEBI
Listing Regulations. As per the said Policy the protected disclosures can be made by a
whistle blower through an e-mail, or a letter to the Compliance Officer or Group CEO &
Whole-time Director or to the Chairman of the Audit Committee.
No complaint was received during the year nor was pending at the end of
the year.
The Policy on vigil mechanism and whistle blower may be accessed on the
Company's website at the link: https://www.
jindalsaw.com/pdf/vigil-mechanism-policy-new.pdf
PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND
SECURITIES PROVIDED
Particulars of loans given, investments made, guarantees given and
securities provided along with the purpose for which the loan or guarantee or security
were proposed to be utilized by the recipients are provided in the standalone financial
statements (Please refer to Notes to the standalone financial statements).
PARTICULARS REGARDING CONSERVATION OF ENERGY, ETC.
Information pursuant to the provision of Section 134 of Companies Act,
2013 read with the rule 8 of Companies (Accounts) Rules, 2014 regarding conservation of
energy, technology absorption and foreign exchange earnings and outgo are given is annexed
hereto as Annexure 3.
ANNUAL RETURN
As per the provisions of section 134 (3) (a) the Annual Return of the
Company for the Financial Year 2024-25 may be accessed under investor relation tab on the
Company's website at the link https://www.jindalsaw.com/annual-return.php
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
In terms of the provisions of Section 197(12) of the Act read with
rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, a statement showing the names and other particulars of the
employees drawing remuneration in excess of the limits set out in the said rules are
provided as Annexure 4.
Disclosures pertaining to remuneration and other details as required
under Section 197(12) of the Act read with rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 are provided as Annexure 5.
BUSINESS RESPONSIBILITY SUSTAINABILITY REPORT
As per Regulation 34(f) of SEBI Listing Regulations, the Annual Report
shall contain business responsibility and sustainability report (BRSR) describing the
initiatives taken by the Company from environmental, social and governance perspective.
Having regard to the green initiative, the BRSR is made available on the Company's website
at https://www. jindalsaw.com/business-responsibility-report.php
MATERIAL CHANGES AND COMMITMENTS BETWEEN THE END OF THE FINANCIAL YEAR
AND DATE OF REPORT
There is no material change and/or commitment held between the end of
the financial year and the date of report affecting the financial position of the Company.
THE DETAILS OF APPLICATION MADE /PROCEEDING PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE, 2016
The Company has not made any application during the year and no
proceeding is pending under Insolvency & Bankruptcy Code, 2016 (IBC).
THE DETAILS OF ONE TIME SETTLEMENT/VALUATION WITH BANK OR FINANCIAL
INSTITUTION
No one-time settlement/valuation was done while taking loan from the
Bank or Financial Institution.
28. PUBLIC DEPOSITS
During the year ended 31st March, 2025, the Company had not accepted
any public deposits and no amount on account of principal or interest on public deposits
was outstanding as on 31st March, 2025.
29. ANY SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR
COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE
During the financial year there was no such significant material orders
passed by the regulators or courts or tribunals impacting the going concern status and
Company's operations in future.
Further, no application made or any proceedings were pending against
the Company under Insolvency and Bankruptcy Code, 2016 during the year under review.
30. THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013
The Company has a policy for prevention of sexual harassment of women
at workplace and also complied with provisions relating to the constitution of Internal
Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013.
The Company as an equal employment opportunity provides and is
committed to creating a healthy working environment that enables employees to work without
fear of prejudice, gender bias and sexual harassment. The Company also believes that all
employees of the Company have the right to be treated with dignity. Sexual harassment at
the work place or other than work place, if involving employees, is a grave offence and
is, therefore, punishable.
Number of complaints received and resolved in relation to Sexual
Harassment of Women at Workplace (Prevention, Protection, and Redressal) Act, 2013: during
the year under review and their breakup is as under:
a) No. of Complaints filed during the year: |
NIL |
b) No. of Complaints disposed of during the year: |
NIL |
c) No. of Complaints pending at end of year: |
NIL |
31. ACKNOWLEDGEMENT
Your Directors express their grateful appreciation to concerned
Departments of Central / State Governments, Financial Institutions & Bankers,
Customers and Vendors for their continued assistance and co-operation. The Directors also
wish to place on record their deep sense of appreciation for the committed services of the
employees at all levels. They are also grateful for the confidence and faith that you have
reposed in the Company as its member.
|
For and on behalf of the Board |
Place : New Delhi |
Prithavi Raj Jindal |
Date : 02nd May, 2025 |
Chairperson |