To the Members,
Your Directors are pleased to present the 35th Annual Report along with
Audited Financial Statements of the Company for the financial year ended 31st March 2023.
FINANCIAL RESULTS
The highlights of the financial results are as under:
(Rs in Crore)
Particulars |
Year ended 31.03.2023 |
Year ended 31.03.2022 |
Revenue from Operations |
5707.13 |
3974.60 |
Other Income |
82.88 |
89.89 |
Total Revenue |
5790.01 |
4064.49 |
Profit before Tax |
949.07 |
530.84 |
Provision for Taxation |
|
|
- Current |
- |
26.90 |
- Deferred Tax |
239.25 |
58.03 |
- Deferred Tax Assets created due to amalgamation |
- |
(265.52) |
- Adjustment relating to earlier years |
(83.17) |
- |
Profit / (Loss) after Tax |
792.99 |
711.43 |
Other Comprehensive Income |
0.85 |
1.63 |
Total Comprehensive Income for the year |
793.84 |
713.06 |
RESULTS OF OPERATIONS
Revenue from Operations during the year was ` 5707.13 Crore as against
` 3974.61 Crore in the previous year, Profit before tax for the year was ` 949.07 Crore as
against ` 530.85 Crore in the previous year, Profit after Tax for the year was ` 792.99
Crore as against profit of ` 711.44 Crore in the previous year. Financial results for the
year and the previous year have been computed after giving effect to the Scheme of
Amalgamation of United Seamless Tubulaar Private Limited with the Company having appointed
date as 1st October, 2021.
CHANGE IN NATURE OF BUSINESS
There is no change in the nature of the existing business of the
Company.
AMALGAMATION
Pursuant to the Scheme of Amalgamation of United Seamless Tubulaar
Private Limited (Amalgamating Company), a wholly owned subsidiary, with the Company, as
sanctioned by Hon'ble National Company Law Tribunal, Mumbai Bench vide order dated 3rd
March 2023, the assets and liabilities of the Amalgamating Company were transferred to and
vested with the
Company with effect from the appointed date i.e. 1st October, 2021.
BONUS ISSUE
During the year under review, your Company has issued and allotted
6,69,99,626 Bonus Equity Shares in the proportion of 1:1 (i.e. one equity share for every
one equity share) to the eligible Members whose names appeared in the Register of Members
/ list of beneficial owners as on the record date xed for this purpose.
SHARE CAPITAL
During the year under review, the Authorized Share Capital of the
Company was increased from ` 60,00,00,000 to ` 70,00,00,000 by reclassi cation of
2,00,00,000 Preference Shares of ` 10 each into 4,00,00,000 Equity shares of ` 5 each and
creation of 2,00,00,000 Equity shares of ` 5 each. Further, pursuant to the Scheme of
Amalgamation of United Seamless Tubulaar Private Limited (Amalgamating Company), a wholly
owned subsidiary, with the Company, the Authorised Share Capital of the Company was
increased to ` 1070,00,00,000 divided in to 114,00,00,000 Equity shares of ` 5 each and
50,00,00,000 Preference shares of ` 10 each due to clubbing of Authorised Share Capital of
United Seamless Tubulaar Private Limited with the Company.
During the year under review, the Issued, Subscribed and Paid-up Equity
Share Capital of your Company was increased from ` 33,49,98,130 divided into 6,69,99,626
Equity shares of ` 5 each to ` 66,99,96,260 divided into 13,39,99,252 Equity shares of ` 5
each consequent to allotment of 6,69,99,626 Bonus Equity Shares in the ratio of 1:1.
DIVIDEND
The Board has recommended dividend of ` 5.00/- (100%) per equity share
of ` 5/- each for the year ended 31st March, 2023, subject to the approval of the members
at the ensuing Annual General Meeting. Dividend Distribution Policy as per SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 is available on the
Company's website at http://jindal.com/msl/pdf/Dividend-Distribution-Policy.pdf
TRANSFER TO RESERVES
During the year, no amount is proposed to be transferred to General
Reserve.
CONSOLIDATED FINANCIAL STATEMENTS
In accordance with the provisions of Section 129(3) of the Companies
Act, 2013 read with Companies (Accounts) Rules, 2014, as amended from time to time, the
Company has prepared Consolidated Financial Statements as per Indian Accounting Standard
Ind AS-110 on Consolidated Financial Statements read with Indian Accounting Standard Ind
AS-28 on Investments in Associates and Ind AS-27 on Interest in Joint Ventures. The
audited Consolidated Financial Statements along with Auditors' Report thereon forms
part of this Annual Report.
SUBSIDIARY COMPANIES
As on 31st March, 2023, your Company had six subsidiaries, out of which
two wholly owned subsidiary companies are registered in India and remaining four,
including two wholly owned subsidiaries are registered outside India. There has been no
material change in the nature of business of subsidiary Companies. United Seamless
Tubulaar Private Limited ceased to be a subsidiary company on account of its amalgamation
with the Company during the year. Pursuant to the provisions of Section 129 (3) of the
Companies Act, 2013, a statement containing salient features of the Financial Statements
of the subsidiaries, joint venture and associate companies is attached to the Financial
Statements of the Company. Further, pursuant to the provisions of Section 136 of the
Companies Act, 2013, the Financial Statements of the Company, Consolidated Financial
Statements along with relevant documents and separate audited accounts in respect of
subsidiaries are available on the website of the Company i.e. www.jindal.com
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Mr. S. P. Raj, Director of the Company, is liable to retires by
rotation at the ensuing Annual General Meeting and being eligible, offers himself for
reappointment. Mr. S. P. Raj, Director of the Company was appointed as Whole-time Director
of the Company with effect from 31st March, 2023. Mr. Raghav Jindal was appointed as
Director of the Company with effect from 1st July, 2022. Mr. Raghav Jindal was also
appointed as Joint Managing Director for a period of 5 years with effect from 1st July,
2022.
All Independent Directors of the Company have given declaration that
they meet the criteria of independence as laid down under Section 149 (6) of the Companies
Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as
amended from time to time, and are independent to the management of the Company. During
the year, the Non-Executive Directors of the Company had no pecuniary relationship or
transactions with the Company, other than sitting fees and reimbursement of expenses
incurred by them for attending meetings of the Company.
During the year, Mr. Danish Parvaiz Bhat resigned as Chief Financial
Officer and was relieved on 17th June, 2022. Mr. Sarat Kumar Mohanty was appointed as
Chief Financial Officer of the Company on 17th October, 2022.
Pursuant to the provisions of Section 203 of the Companies Act, 2013,
the Key Managerial Personnel of the Company as on 31st March, 2023 were Mr. Saket Jindal,
Managing Director, Mr. Sarat Kumar Mohanty, Chief Financial Officer (since resigned
effective 31st May, 2023) and Mr. Ram Ji Nigam, Company Secretary.
BOARD MEETINGS
During the year 2022-23, six meetings of the Board of Directors were
held. The details of meetings are given in the Corporate Governance Report, which forms
part of this report.
BOARD EVALUATION
The Board of Directors has carried out the Annual Performance
Evaluation of its own, Committees of Board of Directors and Individual Directors pursuant
to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015. The performance of the Board was evaluated by the Board,
after seeking inputs from all Directors on the basis of the criteria such as Board
composition and structures, effectiveness of Board processes, information and functioning
etc. The performance of the Committees was evaluated by the Board after seeking inputs
from the Committee members on the basis of the criteria such as the composition of
Committees, effectiveness of Committee meetings etc. The
Board and the Nomination and Remuneration Committee reviewed the
performance of the individual Directors on the basis of the criteria such as contribution
of the Individual Director to the Board and Committee meetings. Also in a separate meeting
of Independent Directors, performance of Non-Independent Directors, Board as a whole and
the Chairman were evaluated, taking into account the views of Executive Directors and
Non-Executive Directors. Performance evaluation of Independent Directors was done by the
entire Board, excluding the Independent Director being evaluated.
POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION
The salient features of Company's policy on appointment and
remuneration of Directors, key managerial personnel and other employees including criteria
for determining quali cations, positive attributes, independence of Directors and other
matters provided in Section 178(3) of the Companies Act, 2013 has been disclosed in the
Corporate Governance report, which forms part of this Report
TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND
Pursuant to the provisions of the Companies Act, 2013 read with the
IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 as amended from time
to time ("the Rules"), all unpaid or unclaimed dividends are required to be
transferred by the Company to the IEPF Authority after the completion of seven years.
Further, according to the Rules, the shares on which dividend has not been paid or claimed
by the shareholders for seven consecutive years or more shall also be transferred to the
demat account of the IEPF Authority. Accordingly, the Company has transferred unpaid/
unclaimed dividend for upto FY 2014-15 along with relevant shares to the Investor
Education and Protection Fund (IEPF). The details are also available on the website of the
Company www.jindal.com
RISK MANAGEMENT
The Company has constituted a Risk Management Committee to identify,
assess, monitor and mitigate various risks to key business objectives. Major risks
identified are systematically addressed through mitigating actions on continuous basis and
monitored regularly with reference to statutory regulations and guidelines. The
Company's business operations are exposed to a variety of financial risks such as
market risks (foreign exchange risk, internal rate risk and price risk), Liquidity risk
etc. The Board of the Company has approved the Risk Management Policy of the Company and
authorized the Risk Management Committee to implement and monitor the risk management plan
for the Company and also identify and mitigate various elements of risks, if any, which in
the opinion of the Board may threaten the existence of the Company.
INTERNAL FINANCIAL CONTROLS
As per the provisions of Section 134(5) (e) of the Companies Act, 2013,
the Company has in place adequate internal financial controls with reference to financial
statements. Audit Committee periodically reviews the adequacy of internal financial
controls.
During the year, such controls were tested and no reportable material
weaknesses in the design or operation were observed.
DIRECTORS' RESPONSIBILITY STATEMENT
As required under Section 134(5) of the Companies Act, 2013, your
Directors state:
(i) that in the preparation of the Annual Accounts for the year ended
31st March, 2023, the applicable accounting standards had been followed and there are no
material departures;
(ii) that the accounting policies selected and applied are consistent
and the judgments and estimates made are reasonable and prudent so as to give a true and
fair view of the state of a airs of the Company at the end of financial year and of the
profit of the Company for that period;
(iii) that proper and sufficient care has been taken 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;
(iv) that the Annual Accounts for the year ended 31st March, 2023 have
been prepared on a going concern basis.
(v) that the internal financial controls laid down by the Board and
being followed by the Company are adequate and were operating effectively.
(vi) that the proper systems, devised by Directors to ensure compliance
with the provisions of all applicable laws, were adequate and operating effectively.
ANNUAL RETURN
Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies
Act, 2013, the Annual Return of the Company prepared in accordance with Section 92(1) of
the Companies Act, 2013 read with Rule 11 of the Companies (Management and Administration)
Rules, 2014 is available on the Company's on www.jindal.com
AUDIT COMMITTEE
The Audit Committee of the Company consists of Mr. P. N. Vijay,
Chairman, Mr. Dharam Pal Jindal, Mr. Sanjeev Rungta and Mr. Ashok Bhandari as its other
members. The terms of reference are in conformity with the requirements of Section 177 of
the Companies Act, 2013 and Regulation 18 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.
VIGIL MECHANISM/WHISTLE BLOWER POLICY
The Company has adopted a Whistle blower policy and has established the
necessary vigil Mechanism for Directors and employees to report concerns about unethical
behavior, actual or suspected fraud or violation of the Company's Code of conduct.
The said policy has been disclosed on the Company's website at
http://jindal.com/msl/pdf/Vigil-Mechanism-MSL.pdf
BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT
In compliance with Regulation 34 of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the Business Responsibility and Sustainability
Report, detailing various initiatives taken by the Company on environmental, Social and
governance fronts is forming part of this report. The Board of Directors has adopted the
Business Responsibility Policy. The said Policy is available on Company's website at
http://jindal.com/msl/pdf/Business-Responsiblity-Policy.pdf
CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES
All contracts/ arrangements/transactions entered into by the Company
with the related parties during the year were in the ordinary course of business and on an
arm's length basis. Information on transactions with related parties pursuant to
Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014
are appended in Form AOC-2 as Annexure to this Report.
CORPORATE SOCIAL RESPONSIBILITY
The Corporate Social Responsibility Committee has formulated a
Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be
undertaken by the Company, monitoring the implementation of the framework of the CSR
Policy and recommending the amount to be spent on CSR activities, which has been approved
by the Board. The CSR policy may be accessed on the Company's website at
http://jindal.com/msl/pdf/CSR-Policy-MSL.pdf The Annual Report on CSR activities in the
format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014 is
annexed to this Report.
CORPORATE GOVERNANCE REPORT
Corporate Governance Report along with Auditors' Certificate
complying with the conditions of Corporate Governance as stipulated in Regulation 34 read
with Para C of schedule V of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, has been annexed as a part of this Annual Report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
A detailed analysis of your Company's performance is discussed in
the Management Discussion and Analysis Report which forms part of this Annual Report.
INFORMATION UNDER THE SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company has constituted an Internal Complaints Committee under
Section 4 of the Sexual Harassment of Women at Workplace (Preventions, Prohibition and
Redressal) Act, 2013. Disclosures in relation to the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013 is as under: a. number of
complaints led during the financial year-NIL b. number of complaints disposed of during
the financial year-NIL c. number of complaints pending as on end of the financial year-NIL
STATEMENT CONTAINING HIGHLIGHTS OF PERFORMANCE OF SUBSIDIARIES,
ASSOCIATES AND JOINT VENTURE
A statement containing the highlights of performance Subsidiary,
Associates and Joint Venture of the Company given in Form AOC-1 which forms part of the
Financial Statements.
AUDITORS AND AUDITORS' REPORT
Pursuant to provision of Section 139 of the Companies Act, 2013 and
rules made there under, M/s Kanodia Sanyal & Associates, Chartered Accountants were
appointed as Auditors of the Company from the conclusion 34th Annual General Meeting of
the Company, until the conclusion of 39th Annual General Meeting.
M/s Kanodia Sanyal & Associates has issued Audit Reports with
unmodi ed opinion on the Standalone and Consolidated Financial Statements of the Company
for the year ended 31st March, 2023. The Notes on the Financials Statement referred to in
the Audit Report are self-explanatory and therefore, do not call for any further
explanation or comments from the Board under Section 134(3) (f) of the Companies Act,
2013.
The Auditors have not reported any instances of fraud committed in the
Company by its o cers or employees to the Audit Committee.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
The particulars of loans, guarantees and investments have been
disclosed in the Standalone Financial Statements of the Company.
COST AUDIT
During the year, the Company has made and maintained Cost Account and
Records in terms of provisions of Section 148 of the Companies Act, 2013 read with the
Companies (Cost Records and Audit) Rules, 2014. The Company has appointed M/s R. J. Goel
& Co. Cost Accountants as Cost Auditors under Section 148 of the Companies Act, 2013,
for audit of cost records of the Company for the year ending 31st March, 2024.
SECRETARIAL STANDARDS
During the period, the Company has duly complied with the applicable
Secretarial Standards issued by the Institute of Company Secretaries of India. i.e. SS-1
and SS-2 relating to Meetings of the Board of Directors' and General
Meetings respectively.
SECRETARIAL AUDIT
The Board has appointed Mr. Namo Narain Agarwal, (FCS No. 234) Company
Secretary in practice to conduct Secretarial Audit for the financial year ended 31st
March, 2023. The Secretarial Audit Report for the year ended 31st March, 2023 is annexed
herewith to this Report. The Secretarial Audit Report does not contain any quali cation,
reservation or adverse remark.
FIXED DEPOSITS
The Company has not accepted any deposits from Public and as such, no
amount on account of principal or interest on deposits from public was outstanding as on
the date of the Balance Sheet.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
The information in accordance with the provisions of Section 134(3)(m)
of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014 is annexed
hereto.
PARTICULARS OF EMPLOYEES
Disclosures pertaining to remuneration and other details as required
under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed with this
report. Particulars of employees, as required under Section 197(12) of the Companies Act,
2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, forms part of this report. However, in pursuance of
Section 136(1) of the Act, this report is being sent to the shareholders of the Company
excluding the said information. The said information is available for inspection by the
members at the registered officeof the Company during working hours up to the date of the
Annual General Meeting. Any member interested in obtaining such information may write to
the Company Secretary at the corporate officeof the Company.
MATERIAL CHANGES & COMMITMENTS
During the year, Hon'ble National Company Law Tribunal, Mumbai Bench
vide order dated 3rd March 2023 has sanctioned the Scheme of Amalgamation of United
Seamless Tubulaar Private Limited, a wholly owned subsidiary, with the Company with effect
from the appointed date i.e. 1st October, 2021.
Except as above, no material changes and commitments, affecting the
financial position of the Company have occurred after the end of the financial year ended
31st March, 2023 and till the date of this report.
OTHER DISCLOSURES
Your Directors state that there being no transactions with respect to
following items during the year under review, no disclosure or reporting is required in
respect of the same:
1. Issue of equity shares with differential rights as to dividend,
voting or otherwise.
2. Issue of shares (including sweat equity shares) to employees of your
Company under any scheme.
3. Neither the Managing Director nor the Whole-time Director of your
Company receive any remuneration or commission from any of its subsidiaries.
4. No significant or material orders were passed by the Regulators or
Courts or Tribunals which impact the going concern status and Company's operations in
future.
5. Buy-back of shares.
6. No application was made or any proceeding is pending under the
Insolvency and Bankruptcy Code, 2016.
7. No settlements have been done with banks or financial institutions.
ACKNOWLEDGEMENT
Your Directors place on record their appreciation for the assistance
and co-operation received from Central Government, State Government of Maharashtra and all
other Government agencies, ONGCL, Oil India, other PSUs, Banks, Insurance Companies,
Credit rating agencies and Stakeholders.
Your Directors wish to place on record their deep sense of appreciation
for the devoted contribution made by the employees at all levels.
|
For and on behalf of the Board |
|
D.P. JINDAL |
Place : New Delhi |
Chairman |
Dated : 1st August, 2023 |
DIN: 00405579 |
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