Directors Report of Jindal Saw Ltd.

Mar 31, 2025

Your Directors are pleased to present the 40^th Annual Report (Integrated) on the business and operations of the Company and the audited
financial statements for the financial year ended 31^st 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 31^st 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 29^th 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 21^st 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
16^th March, 2022.

Your Board of Directors approved split/sub-division of equity
shares of the Company on 23^rd August, 2024 and the same
was approved by the members in their Extra Ordinary General
Meeting held on 23^rd 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 9^th 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 31^st
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 31^st 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 37^th Annual General Meeting until
the conclusion of 42^nd 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 31^st 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 2^nd
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
31^st 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 31^st March 2024 were submitted with the Central
Government by filing Form CRA-4 vide SRN F98000516 dated
02^nd 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 31^st 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 31^st 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 re¬
appointment.

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 re¬
appointment of Ms. Sminu Jindal (DIN: 00005317) for further
period of 5 years w.e.f. 1^st 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 23^rd 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 1^st term of 5 consecutive years w.e.f.
29^th July, 2024 and 23^rd August, 2024 respectively.

The members in their EGM held on 6^th 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 1^st 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 2^nd term of 5 consecutive
years as Independent Directors on 09^th September, 2024,
ceases to be Independent Directors of the Company.

Shri Hawa Singh Chaudhary, Whole-time Director of the
company, who was superannuated on 31^st October 2024,
ceases to be Wholetime Director of the company w.e.f 1^st
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 31^st 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 31^st 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 2^nd 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 7^th May, 2024, 29^th July, 2024,
23^rd August, 2024, 18^th October, 2024, 29^th October, 2024,
24^th January, 2025 and 27^th 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 7^th May, 2024 and 16^th May,
2024. For further details, please refer Report on Corporate
Governance attached to this Annual Report.

AUDIT COMMITTEE

As on 31^st 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 31^st March, 2025, the Committee met

5 (Five) times on 7^th May, 2024, 29^th July, 2024, 18^th October,
2024, 29^th October, 2024 and 24^th January, 2025. For further
details, please refer Report on Corporate Governance
attached to this Annual Report.

NOMINATION AND REMUNERATION COMMITTEE

As on 31^st 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 31^st March, 2025 the Committee met 4
(Four) times on 7^th May, 2024, 12^th July, 2024, 29^th July, 2024
and 29^th October, 2024. For further details, please refer
Report on Corporate Governance attached to this Annual
Report.

STAKEHOLDERS RELATIONSHIP COMMITTEE

As on 31^st 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 31^st March, 2025 the Committee met
once on 31^st March, 2025. For further details, please refer
Report on Corporate Governance attached to this Annual
Report.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE (CSR
COMMITTEE)

As on 31^st 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 31^st March, 2025 the Committee met
once on 31^st March, 2025. For further details, please refer
Report on Corporate Governance attached to this Annual
Report.

RISK MANAGEMENT COMMITTEE

As on 31^st 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 31^st March, 2025 the Committee met
2 (two) times on 30^th August, 2024 and 13^th 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 31^st 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
31^st 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 : 02^nd May, 2025 Chairperson

---

Mar 31, 2024

The Directors are pleased to present the 39^th Annual Report along with Audited Financial Statements of the Company for the year ended 31^st March, 2024.

1. FINANCIAL RESULTS

(Rs. in Lakhs)
Particulars	Year ended	Year ended
	31-Mar-24	31-Mar-23
Revenue from Operations	17,96,196.84	15,28,254.11
Profit before finance cost, depreciation, exceptional items and tax	3,22,611.21	1,82,693.20
Less:
Finance costs	58,580.81	53,429.95
Depreciation and amortization expense	45,202.03	35,466.76
Exceptional items	-	-
Profit before tax	2,18,828.37	93,796.49
Tax expense	57,417.72	22,312.93
Profit after tax	1,61,410.65	71,483.56
Other Comprehensive Income
Items that will not be reclassified to profit and loss	(400.90)	477.08
Total Comprehensive Income for the year	1,61,009.75	71,960.64

2. REVIEW OF OPERATIONS

The financial year 2023-24 has registered increase in production and sales volumes as compared to previous financial year. The total pipe production (including pig iron) during 2023-24 was ~ 17,39,795 MT (including ~ 90,309 MT pipes produced on job work 0) as compared to ~ 12,98,598 MT (including ~ 1,24,589 MT pipes produced on job work and 27,857 MT pig iron produced on job work ) during 2022-23. The annual pellet production during 2023-24 was 15.37 lakhs MT as compared to 15.00 lakhs MT during 2022-23. During financial year 2023-24, the Company has sold (including pig iron) ~ 17,16,338 MT (including ~ 86,259 MT pipes on job work -) as compared to ~ 12,85,619 MT (including ~ 1,15,220 MT pipes on job work and 15,668 MT pig iron on job work) during 2022-23.

3. CHANGE IN THE NATURE OF BUSINESS

There was no change in the nature of business of the Company during the financial year ended 31^st March, 2024.

4. CORPORATE RESTRUCTURING

i. Jindal Saw Limited ("Transferee Company" or the "Company") and Jindal Quality Tubular Limited ("JQTL" "Transferor Company 1") and Jindal Tubular (India) Limited ("JTIL" "Transferor Company 2") and Jindal Fittings Limited ("JFL" "Transferor Company 3")

The Board of Directors of your Company in their meeting held on 16^th March, 2022 after considering the recommendation of Independent Directors and Audit Committee, approved the Composite Scheme of Amalgamation between Jindal Saw Limited ("Transferee Company” or the "Company”) and Jindal Quality Tubular Limited ("JQTL” "Transferor Company 1”) and Jindal Tubular (India) Limited ("JTIL” "Transferor Company 2”) and Jindal Fittings Limited ("JFL” "Transferor Company 3”) and their respective shareholders and creditors under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 ("Scheme”) read with Companies (Compromises, Arrangements and Amalgamations) Rules, 2016.

Further, the Hon''ble National Company Law Tribunal, Allahabad Bench ("NCLT”) vide its order dated 21^st March, 2024 approved the Scheme. An intimation of the same was filed with NSE and BSE on 21^st March, 2024. The Company had also filed the said order with Registrar of Companies on 29^th March, 2024. Accordingly, JQTL,JTIL and JFL stand merged with Jindal Saw Limited with effect from 29^th March, 2024.

ii. Jindal ITF Limited (Transferee Company) and Sulog Transshipment Services Limited (Transferor Company)

The Board of Directors of M/s Jindal ITF Limited, a subsidiary of the Company, had in its meeting held on September 9, 2022 approved the scheme of merger of its wholly owned Subsidiary, M/s Sulog Transshipment Services Limited with M/s Jindal ITF Limited under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 ("Scheme”) read with Companies (Compromises, Arrangements and Amalgamations) Rules, 2016.

Further, the Hon''ble National Company Law Tribunal, Allahabad Bench ("NCLT”) vide its order dated 9^th August, 2023 approved the Scheme. The said order was filed with Registrar of Companies on 22^nd August, 2023. Accordingly, Sulog Transshipment Services Limited stand merged with Jindal ITF Limited with effect from 22^nd August, 2023.

iii. Acquisition and Merger of Sathavahana Ispat Limited under Insolvency and Bankruptcy Code, 2016

In the IBC proceedings of Sathavahana Ispat Limited (SIL) before the Hon''ble National Company Law Tribunal, Hyderabad Bench (NCLT), the Company participated by submission of a Resolution Plan ("Resolution Plan”) for its acquisition. The Resolution Plan was accepted and the Company was declared as the Successful Resolution Applicant ("SRA”) for acquisition of SIL by NCLT vide its order dated 31^st March, 2023 under Section 31 of the Insolvency and Bankruptcy Code, 2016 (the "IBC”). Pursuant to the approval and subsequent implementation of the said Resolution Plan, SIL stands merged with Jindal Saw Limited with effect from 26^th April, 2023.

5. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis, as stipulated under Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forming part of this report has been given under separate section.

6. DIVIDEND

The Board has, subject to the approval of Members at the ensuing annual general meeting, recommended a dividend @ '' 4/- per equity share of face value of '' 2/- per equity share (i.e. 200%) for the year ended March 31, 2024.

7. DIVIDEND DISTRIBUTION POLICY

Your Company has a Dividend Distribution Policy, in compliance with the 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.

8. TRANSFER TO RESERVES

Since the requirement to do transfer from Current Year Profits to Reserves have been dispensed with the Ministry of Corporate Affairs ("MCA"), no amount was transferred to any reserve during the financial year.

9. SHARE CAPITAL

There is no change in the paid-up equity share capital of the Company during the year 2023-24. The equity shares of the Company are listed on BSE Limited ("BSE”) and National Stock Exchange of India Limited ("NSE”).

10. 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.

11. 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 and administer the above scheme 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 of 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 Nomination and Remuneration Committee and Board of Directors in their respective meetings held on 26^th October, 2023 approved the changes of name of the trust to "Employees Samruddhi Trust”.

Further, the Members of the Company in their Extraordinary General Meeting held on 24^th November, 2023 approved the amendment in the SAR Scheme 2018. The amendments were aimed for (i) the benefit of the employees to be able to receive such number of shares as may be equivalent to the Appreciation Value (defined under SAR Scheme 2018) corresponding to the SAR in favour of grantee pursuant to Regulation 23(2) of the SEBI (Share Based Employee Benefits And Sweat Equity) Regulations, 2021 (SBEB Regulations) ; and (ii) the purposes of certain tax Planning for the Company.

The applicable disclosures as stipulated under the SEBI ("SBEB Regulations”), pertaining to the year ended 31^st March, 2024, is available on the Company''s website at www. jindalsaw.com.

12. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

As on 31^st March, 2024 Company has 8 direct subsidiaries, 13 indirect subsidiaries, 1 associate and 1 joint venture. The Board of Directors reviewed the affairs of the subsidiaries. During the year, JQTL, JTIL and JFL merged with the Company. Sulog Transshipment Services Limited merged with Jindal ITF Limited, a subsidiary of the Company. Accordingly, these companies ceased to be the subsidiary/associate of the Company.

Further, during the year, the Company had purchased 31.2% equity shareholding of ReNew Surya Tejas Private Limited and transferred its entire shareholding in Quality Iron and Steel Limited. Accordingly, ReNew Surya Tejas Private Limited, become an associate of the Company and Quality Iron and Steel Limited ceased to be the 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

13. 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.

14. AUDITORS & THEIR REPORT STATUTORY AUDITORS

The Members of the Company had appointed Price Waterhouse Chartered Accountants LLP as Statutory Auditors of the Company for their 2^nd term of 5 (five) consecutive years from conclusion of 37^th Annual General Meeting until the conclusion of 42^nd 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 2023-24. The Secretarial Audit Report for the financial year ended 31^st March, 2024 is annexed herewith marked as Annexure 2 to this Report.

The Board in their meeting held on 07^th May, 2024 have reappointed M/s. S. K. Gupta & Co., Company Secretaries, as Secretarial Auditors, to conduct Secretarial Audit of the Company for the financial year 2024-25.

EXPLANATIONS OR COMMENTS BY THE BOARD ON EVERY QUALIFICATION, RESERVATION OR ADVERSE REMARK OR DISCLAIMER MADE BY AUDITORSi. 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 is 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 31^st 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 31^st March 2023 were submitted with the Central Government by filing Form CRA-4 vide SRN F62264981 dated 04^th July, 2023.

15. 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 31^st March, 2024, 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 31^st March, 2024 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.

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 with 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 conducted 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-

programe-2023-2024.pdf

19. 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, Ms. Sminu Jindal, Managing Director, (DIN: 00005317) and Mr. Neeraj Kumar, Group CEO and Whole-time Director (DIN: 01776688) of the Company, retire by rotation and, being eligible, offer themselves for re-appointment.

As per section 134(3)(q) of the Companies Act, 2013 read with rule 8(5) of the Companies (Accounts) Rules 2014, details of Directors or Key Managerial Personnel who were re-appointed during the year are given below:-

The Members in their Annual General Meeting (AGM) held on 20^th June, 2023, based on the recommendation of Board of Directors of the Company, approved the reappointment of Dr. Vinita Jha (DIN : 08395714), Mr. Sanjeev Shankar (DIN : 06872929) and Mr. Girish Sharma (DIN : 05112440) for 2^nd term of further period of 5 consecutive years as an Independent Directors of the Company w.e.f. 22^nd March, 2024.

Further, Members in their AGM held on 20^th June, 2023, based on the recommendation of Board of Directors of the Company, approved the appointment/reappointment of the following:

a. Appointed Ms. Shradha Jatia as Whole-time Director of the Company for period of 5 years w.e.f. 18^th May, 2023.

b. Appointed Ms. Tripti Jindal Arya as Whole-time Director of the Company for period of 5 years w.e.f. 18^th May, 2023

c. Reappointed Mr. Neeraj Kumar as Group CEO and Wholetime Director of the Company for the period of 5 years w.e.f. 01^st July, 2023; and

d. Reappointed Mr. Hawa Singh Chaudhary as Whole-time Director of the Company for period of 2 years w.e.f. 01^st November, 2023.

The board later redesignated Ms. Shradha Jatia and Ms. Tripti Jindal Arya as Joint Managing Directors of the company w.e.f. 29^th August 2023.

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, NonExecutive and 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 March 31, 2024 was in conformity with Regulation 17 of the SEBI Listing Regulations 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.

20. 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.

22. 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 31^st March, 2024.

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 note 51 to the standalone financial statements which sets out related party disclosures.

23. 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 year, the Company had spent '' 1,841.01 Lakh on CSR activities against the total obligation of '' 1,211.88 Lakh. Thus, an amount of '' 629.13 lakh over spent on above activities for the financial year ended 31^st March 2024. The management continue to explore the feasible project to spend the CSR fund so that the society at large would be benefited.

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 7^th May, 2024 approved the excess spent amount of '' 629.13 Lakh spent of CSR activities during FY 2023-24 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.

24. 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.

25. 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.

26. 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.

27. 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.

28. DISCLOSURE MEETINGS OF THE BOARD

During the year under review, the Board of Director of the Company met 6 (Six ) times during the year ended 31^st March, 2024. These meetings of the Board of Directors were held on 17^th May, 2023, 11^th August, 2023, 26^th October, 2023, 14^th December, 2023, 16^th January, 2024 and 28^th March, 2024. The composition of Board of Directors during the year ended March 31, 2024 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 16^th May, 2023 and 11^th September, 2023. For further details, please refer Report on Corporate Governance attached to this Annual Report.

AUDIT COMMITTEE

As on 31^st March, 2024 the Audit Committee comprised of 5 Independent Directors and 1 Executive Director as its Members. The Chairperson 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 31^st March, 2024, the Committee met 5(five) times on 17^th May, 2023, 11^th August, 2023, 26^th October, 2023, 16^th January, 2024 and 28^th March, 2024 . For further details, please refer Report on Corporate Governance attached to this Annual Report.

NOMINATION AND REMUNERATION COMMITTEE

As on 31^st March, 2024, the Nomination and Remuneration Committee comprised of 4 Independent Directors. The Chairperson 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 Regulation 19 of SEBI Listing Regulations.

During the year ended 31^st March, 2024 the Committee met 2 (two) times on 16^th May, 2023 and 26^th October, 2023. For further details, please refer Report on Corporate Governance attached to this Annual Report.

STAKEHOLDERS RELATIONSHIP COMMITTEE

As on 31^st March 2024, the Stakeholders Relationship Committee comprised of 4 Independent Directors and 2 Executive Directors. The Chairperson 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 31^st March, 2024 the Committee met once on 6^th March, 2024 . For further details, please refer Report on Corporate Governance attached to this Annual Report.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE (CSR COMMITTEE)

As on 31^st March, 2024, the CSR Committee comprised of

3 Independent Directors and 2 Executive Directors. The Chairperson of the Committee is an Independent Directors. The Composition of the CSR Committee is in conformity with requirements of the Companies Act, 2013.

During the year ended 31^st March, 2024, the Committee met once on 29^th March , 2024. For further details, please refer Report on Corporate Governance attached to this Annual Report.

RISK MANAGEMENT COMMITTEE

As on 31^st March, 2024, the Risk Management Committee comprised of 2 Independent Directors, 2 Executive Directors and 2 non board members. The Chairperson of the Committee is an Independent Director. The Composition of the Risk Management Committee is in conformity with requirements of the SEBI Listing Regulations.

During the year ended 31^st March, 2024 the Committee met 2 (two) times on 11^th September, 2023 and 6^th March, 2024. 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 Chairperson of the Audit Committee.

During the year, one complaint was received from a whistle blower complaining about the mis-conduct of one of the employee at Haresamudram Plant.A committee consisting of 3 persons, each from internal audit, HR and logistics department at the Head Office was formed who had visited Haresamudaram plant for their investigation. The Committee has done detailed investigation and found out that the complaint has no substance, hence, stands closed. No other 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 2023-24 may be accessed under investor relation tab on the Company''s website at the link https://www.jindalsaw.com/pdf/draft-extract-of-annual-return-for-fy-2023-24.pdf.

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 AND 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.

29. PUBLIC DEPOSITS

During the year ended 31^st March, 2024, the Company had not accepted any public deposits and no amount on account of principal or interest on public deposits was outstanding as on 31^st March, 2024.

30. 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.

The Company had, of its own, informed SEBI of the historical and inadvertent error in classification of one of the Promoter Group entities as a public shareholder in the shareholding pattern. Subsequently, SEBI issued a show cause notice dated 1^st February, 2022. In response to the show cause notice, the Company filed a reply on 22^nd April, 2022. In addition, the Company has also filed a settlement application with SEBI on 4^th April, 2022 for amicable settlement of the matter.The Company''s settlement application was accepted and on payment of settlement amount, the SEBI vide its order dated 1^st December, 2023 settled the matter.

The Company had filed its audited (standalone and consolidated) financial results for the year ended 31st March, 2023 (CFS) with stock exchanges on 17^th May, 2023 along with declaration that the opinion in the auditors report by the statutory auditors on the above results is not modified. However, the stock exchanges have taken a contrary view and imposed the penalty on the Company under SOP ignoring all the submissions made by the Company as well as the statement of Statutory Auditors, Price Waterhouse Chartered

Accountants LLP confirming that their Audit Report on the CFS did not contain any modified opinion. The Company has been regularly following up with the stock exchanges on the above but no response has been received as on date.

31. 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 provides an equal employment opportunity 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

32. 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.

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Mar 31, 2023

Your Directors are pleased to present the 38th Annual Report along with Audited Financial Statements of the Company for the year ended 31st March, 2023.

1. FINANCIAL RESULTS

('' in Lakhs)
Particulars	Year ended 31-Mar-23	Year ended 31-Mar-22
Revenue from Operations	15,28,231.27	11,02,227.48
Profit before finance cost, depreciation, exceptional items and tax	1,82,733.74	1,38,512.85
Less:
Finance costs	52,909.07	36,919.79
Depreciation and amortization expense	37,375.08	37,176.52
Exceptional items	-	705.32
Profit before tax	92,449.59	63,711.22
Tax expense	21,518.39	23,161.37
Profit after tax	70,931.20	40,549.85
Other Comprehensive Income:
Items that will not be reclassified to profit and loss	462.16	1,246.83
Total Comprehensive Income for the year	71,393.36	41,796.68

2. REVIEW OF OPERATIONS

The financial year 2022-23 has registered increase in production and sales volumes as compared to previous financial year. The total pipe production (including pig iron) during 2022-23 was ~ 12,98,598 MT (including ~ 1,24,589 MT pipes produced on job work and 27,857 MT pig iron produced on job work) as compared to ~ 10,48,091 MT (including ~ 28,106 MT pipes produced on job work) during 2021-22. During financial year 202223, the Company has sold (including pig iron) ~ 12,85,619 MT (including ~ 1,15,220 MT pipes on job work and 15,668 MT pig iron on job work) as compared to ~ 10,68,728 MT (including ~ 23,231 MT pipes on job work) during 2021-22.

3. CORPORATE RESTRUCTURING

i. Jindal Saw Limited (“Transferee Company” or the “Company”) and Jindal Quality Tubular Limited (“JQTL” “Transferor Company 1”) and Jindal Tubular (India) Limited (“JTIL” “Transferor Company 2”) and Jindal Fittings Limited (“JFL” “Transferor Company 3”)

The Board of Directors of your Company in their meeting held on 16th March, 2022 after considering

the recommendation of Committee of Independent Directors and Audit Committee, approved the Composite Scheme of Amalgamation between Jindal Saw Limited (“Transferee Company” or the “Company”) and Jindal Quality Tubular Limited (“JQTL” “Transferor Company 1”) and Jindal Tubular (India) Limited (“JTIL” “Transferor Company 2”) and Jindal Fittings Limited (“JFL” “Transferor Company 3”) and their respective shareholders and creditors under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 (“Scheme”) Read with Companies (Compromises, Arrangements and Amalgamations) Rules, 2016.

Further, the equity shareholders, secured and unsecured creditors and debenture holder(s) have approved the Scheme in their respective meetings held on March 25, 2023 convened as per the directions issued by Hon''ble National Company Law Tribunal, Allahabad Bench (“NCLT”) vide its order dated January 24, 2023.

The Company had already filed the 2nd motion petition with NCLT. The same is pending before the NCLT.

ii. Jindal ITF Limited (Transferee Company) and Sulog Transshipment Services Limited (Transferor Company)

The Board of Directors of Jindal ITF Limited, a subsidiary of the Company, had in its meeting held on September 9, 2022 approved the scheme of merger of its wholly owned Subsidiary, Sulog Transshipment Services Limited with Jindal ITF Limited under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 (“Scheme”) read with Companies (Compromises, Arrangements and Amalgamations) Rules, 2016.

The 2nd motion petition is presently, pending before the NCLT, Allahabad.

iii. Acquisition and Merger of Sathavahana Ispat Limited under Insolvency and Bankruptcy Code, 2016

In the IBC proceedings of Sathavahana Ispat Limited (SIL) before the Hon''ble National Company Law Tribunal, Hyderabad Bench (NCLT), the Company participated by submission of a Resolution Plan (“Resolution Plan”) for its acquisition. The Resolution Plan was accepted and the Company was declared as the Successful Resolution Applicant (“SRA”) for acquisition of SIL by NCLT vide its order dated 31st March, 2023 under Section 31 of the Insolvency and Bankruptcy Code, 2016 (the “IBC”).

Pursuant to the approval and subsequent implementation of the said Resolution Plan, SIL stands merged with Jindal Saw Limited with effect from 26th April, 2023. The intimation of such merger was sent to the stock exchanges both National Stock Exchange of India Ltd. and BSE Limited.

The erstwhile SIL was engaged in the manufacturing & selling of DI pipes, metallurgical coke & pig iron and generation and sale of power. These manufacturing facilities are situated in the States of Andhra Pradesh and Karnataka and have capacities of 0.25 Million Ton mini blast furnace and 2,10,000 MT DI pipes with 4,00,000 MT of coke facilities. These capacities of SIL would add to the production tonnage of DI pipes and would result into competitiveness and the operating leverage of the Company.

4. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis, as stipulated under

Regulation 34 of SEBI (Listing Obligations & Disclosure

Requirements) Regulations, 2015 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 @ '' 3/- per equity share of face value of '' 2/-per equity share (i.e. 150%) for the year ended March 31, 2023.

6. DIVIDEND DISTRIBUTION POLICY

Your Company has a Dividend Distribution Policy, in compliance with the (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

Since the requirement of creation of Debenture Redemption Reserves in respect of issuance of listed debentures has been dispensed with by the Ministry of Corporate Affairs (“MCA”), no amount was transferred to debenture redemption reserve for 5000 Non-Convertible Debentures (NCDs) of '' 10,00,000/- each aggregating to '' 500 Crores issued on private placement basis and listed on NSE.

8. SHARE CAPITAL

There is no change in the paid-up equity share capital of the Company during the year 2022-23. 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”)

The “Jindal Saw Employee welfare Trust” (Trust) formed to implement and administer the above scheme is administered by Axis Trustee Services Limited as trustee. The above schemes involves acquisition of shares from the secondary market. The trustee had bought 21,00,328 equity shares of the Company under SAR Scheme 2018. Out of the total of shares held by Trust, The Nomination and Remuneration Committee during the financial year 2020-21, granted 18,06,328 Stock Appreciation Rights (SAR) backed by equal number of shares held by trust to the eligible employees of the Company.

The Nomination and Remuneration committee of the Company in their meeting held on 15th March, 2023 approved the postponement of unappropriated SARs aggregating to 3,17,464 shares to the next financial year i.e. upto 31st March, 2024 as per as per the provision of SEBI (Share Based Employee Benefits) Regulations, 2014 (“SBEB Regulations”).

The applicable disclosures as stipulated under the SEBI (Share Based Employee Benefits) Regulations, 2014 (“SBEB Regulations”), pertaining to the year ended March 31, 2023, is available on the Company''s website at www. jindalsaw.com.

11. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

As on March 31, 2023 Company has 11 direct subsidiaries, 14 indirect subsidiaries, 1 associate and 1 joint venture. The Board of Directors reviewed the affairs of the subsidiaries. During the year, Jindal Saw Gulf LLC become the 100% Subsidiary of the Company. There is no other change in the status of subsidiaries, joint ventures and associate companies.

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 our 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:// jindalsaw.org/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 2022-23. The Secretarial Audit Report for the financial year ended 31st March, 2023 is annexed herewith marked as Annexure 2 to this Report.

The Board in their meeting held on 17th May, 2023 have reappointed M/s. S. K. Gupta & Co., Company Secretaries, as Secretarial Auditors, to conduct Secretarial Audit of the Company for the financial year 2023-24.

The Secretarial Audit report contains the following remarks:

“No prior approval was taken from Audit Committee and the Shareholders of the Company pursuant to Regulation 23 (2) 23 (3) and 23 (4) of the SEBI Listing Regulations for entering into material related party transactions exceeding the limit of '' 2,400 Crores previously approved by the Shareholders of the Company at the Annual General Meeting held on 27th September, 2022 by '' 399.72 Crores during the Financial Year ended 31st March, 2023."

EXPLANATIONS OR COMMENTS BY THE BOARD ON EVERY QUALIFICATION, RESERVATION OR ADVERSE REMARK OR DISCLAIMER MADE BY AUDITORSi. 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:

The Management response on the remarks of Secretarial Auditors in the reports is as under:

The approval of the Members was obtained by the Board for material related party transactions [the transactions entered into by the Company with a related party for an aggregate of Rs. 1,000 crore or more] proposed to be entered into during the financial year 2022-2023 with JSW Steel Limited for an aggregated amount of Rs. 2,400 crore at the annual general meeting held on 27th September, 2022.

As on 31st December, 2022, i.e., upon a conclusion of 9 months, the transactions entered into with JSW Steel Limited were within the limit leaving enough head-room for transactions to be entered into during the 4th quarter. However, due to an unexpected upturn in the market and business, the Company received the prestigious order[s] from reputed clients. In order to insulate itself from huge financial losses due to the vagaries of the fluctuating raw material price, meet the rigorous delivery schedule and safe guard company''s reputation, the raw material was procured from JSW Steel Limited, which exceeded the pre-approved value of material related party transactions of Rs. 2,400 crore by Rs. 399.72 crore. However, given that the Company has always been committed towards good corporate governance, all transactions with JSW Steel Limited have been done on an arm''s length basis and in ordinary course of businessess.

As a matter of good corporate governance, your Board seeks to obtain approval/ratification of the shareholders of the Company for related party transactions with JSW

Steel Limited for the value which exceeds the value already approved the shareholders in their annual general meeting held on 27th September, 2022.

The Management reiterates its commitment for maintaining the highest standard of corporate governance and maintains a zero tolerance approach for the non-compliance of rules and regulations. The above mentioned violation has happened due to extraordinary business exigencies but has nevertheless been conducted on an arm''s length basis and in the normal course of business.

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, 2024. 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 2022 were submitted with the Central Government by filing Form CRA-4 vide SRN F34721449 dated 28th October, 2022.

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, 2023, 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, 2023 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. 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, confirming that they meet the criteria of independence have been received.

16. 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: http://wwwjindalsaw.com/pdf/Criteia%20for%20

Performance%20Evaluation.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://jindalsaw. org/pdf/familiarisation_programme_for_independent_ directors_for_the_FY_2022_23.pdf

17. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Your Board of Directors comprises of mix of Executive and Non-Executive 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, Non Executive Chairperson, [DIN: 00005301] and Ms. Shradha Jatia, Non-Executive Director [DIN: 00016940] of the Company, retire by rotation and, being eligible, offer themselves for re-appointment.

In terms of the Rule 6 of the Companies [Appointment and Qualification of Directors] Rules, 2014, all Independent Directors of the Company have enrolled themselves on the Independent Directors Databank.

As per section 134[3][q] of the Companies Act, 2013 read with rule 8[5] of the Companies [Accounts] Rules 2014, details of Directors or Key Managerial Personnel who were re-appointed during the year are given below:-The Members in their Annual General Meeting held on 9th September, 2019 approved the appointment of Dr. Vinita Jha [DIN : 08395714], Shri Sanjeev Shankar [DIN : 06872929] and Shri Girish Sharma [DIN : 05112440], as Independent Directors of the Company for their first term of 5 consecutive years and their tenure will be expiring on 21st March, 2024.

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 Dr. Vinita Jha [DIN : 08395714], Shri Sanjeev Shankar [DIN : 06872929] and Shri Girish Sharma [DIN : 05112440] would be beneficial to the interest of Company as Independent Directors. Accordingly, Board proposes the appointment of Dr. Vinita Jha [DIN : 08395714], Shri Sanjeev Shankar [DIN : 06872929] and Shri Girish Sharma [DIN : 05112440] for 2nd term of further period of 5 consecutive years as an Independent Directors w.e.f. 22nd March, 2024.

Their consent for appointment along with declaration that they meets the criteria of independence U/s 149[6] of the Companies Act, 2013 and SEBI Listing Regulations have been received.

Further, the Board of Directors in their meeting held on 17th May, 2023, based on the recommendation of Nomination and Remuneration Committee of the Company, subject to the approval of Shareholders, appointed following: a. Appointed Ms. Shradha Jatia as Whole-time Director of the Company for period of 5 years w.e.f. 18th May, 2023;

b. Appointed Ms. Tripti Arya as Whole-time Director of the Company for period of 5 years w.e.f. 18th May, 2023 ;

c. Reappointed Shri Neeraj Kumar as Group CEO and Whole-time Director of the Company for the period of 5 years w.e.f. 1st July, 2023; and

d. Reappointed Shri Hawa Singh Chaudhary as Whole-time Director of the Company for period of 2 years w.e.f. 1st November, 2023.

Above Directors shall be liable to retire by rotation. The above proposals are being placed for the approval of the Members. 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 March 31, 2023 is in conformity with Regulation 17 of the SEBI Listing Regulations, 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 subsection (3) of Section 178 of the Companies Act, 2013 and the remuneration to the Directors.

18. 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.

19. 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
19th May 2022	Care Ratings Limited	Commercial Paper '' 400 crores	CARE A1	Reaffirmed
10th August 2022	Care Ratings Limited	Commercial Paper '' 400 crores	CARE A1	Reaffirmed
14th September 2022	Brickwork Ratings India Pvt Ltd	Non-Convertible Debentures of '' 500 Crores	BWR AA (Stable)	Reaffirmed
14th September, 2022	Care Ratings Limited	Commercial Paper '' 400 crores Short Term Bank Facilities '' 5000 crores	CARE A1	Reaffirmed
		Long Term Borrowings '' 1929.08 crores Non-Convertible Debentures '' 500 crores	CARE AA- (Outlook: Stable)	Revised from CARE AA (Outlook: Negative)
14th September, 2022	Care Ratings Limited	Issuer Rating	CARE AA- (Outlook: Stable)	Revised from CARE AA (Outlook: Negative)
25th November 2022	Credit Ratings Limited	Commercial Paper '' 400 crores	CARE A1	Reaffirmed

20. 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, 2023 except the Related Party Transactions with JSW Steel Limited entered into for a value in an aggregate exceeding the value approved by the members in the previous AGM resulting into violation of Regulation 23 (2), (3) and (4) of the SEBI Listing Regulations. The detailed information can be referred to in the Directors'' Report in respect of remark of Secretarial Auditors in this regard.

The related party transaction policy of the company can be accessed on the Company''s website at the link: http://www.jindalsaw.com/pdf/140_Download_

RELATEDPARTYTRANSACTIONPOLICY.pdf

Please refer to Note No 51 to the standalone financial statements, which sets out related party disclosures.

21. 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 http://wwwjindalsaw.com/pdf/Jindal-SAW-CSR-Policy.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 year, the Company had spent '' 986.31 Lakh Lacs on CSR activities against the total obligation of '' 1268.36 Lakh. Thus, an amount of '' 282.05 Lakh is less spent on above activities for the financial year ended 31st March 2023. The management continue to explore the feasible project to spend the CSR fund so that the society at large would be benefited. Further, as per the provisions of Section 135 (5) read with schedule VII of the Companies Act, 2013, the unspent amount of '' 282.05 Lakh has been deposited in the PM CARES Fund on 11th May, 2023.

A report on CSR activities is annexed herewith as Annexure 1.

22. 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.

23. 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.

24. 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.

25. 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.

26. DISCLOSUREMEETINGS OF THE BOARD

During the year under review, the Board of Director of the Company met 4 [Four] times during the year ended 31st March, 2023. These meetings of the Board of Directors were held on 30th May, 2022, 5th August, 2022, 11th November, 2022 and 25th January, 2023. The composition of Board of Directors during the year ended March 31, 2023 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 20th September, 2022 and 24th January, 2023. For further details, please refer Report on Corporate Governance attached to this Annual Report.

AUDIT COMMITTEE

As on 31st March, 2023 the Audit Committee comprised of 5 Independent Directors and 1 Executive Director as its Members. The Chairperson 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, 2023, the Committee met 4 [four] times on 30th May, 2022, 5th August, 2022, 11th November, 2022 and 25th January, 2023. For further details, please refer Report on Corporate Governance attached to this Annual Report.

NOMINATION AND REMUNERATION COMMITTEE

As on 31st March, 2023, the Nomination and Remuneration Committee comprised of 4 Independent Directors. The Chairperson 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, 2023, the Committee met 3 [three] times on 30th May, 2022, 11th November, 2022 and 15th March, 2023. For further details, please refer Report on Corporate Governance attached to this Annual Report.

STAKEHOLDERS RELATIONSHIP COMMITTEE

As on 31st March 2023, the Stakeholders Relationship Committee comprised of 4 Independent Director and 2 Executive Directors. The Chairperson 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, 2023, the Committee met once on 23rd January, 2023. For further details, please refer Report on Corporate Governance attached to this Annual Report.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE (CSR COMMITTEE)

As on 31st March, 2023, the CSR Committee comprised of 3 Independent Directors and 2 Executive Directors. The Chairperson 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, 2023, the Committee met once on 15th March, 2023. For further details, please refer Report on Corporate Governance attached to this Annual Report.

RISK MANAGEMENT COMMITTEE

As on 31st March, 2023, the Risk Management Committee comprised of 2 Independent Directors, 2 Executive Directors and 2 non board members. The Chairperson of the Committee is Independent Director. The Composition of the Risk Management Committee is in conformity with requirements of the SEBI Listing Regulations.

During the year ended 31st March, 2023, the Committee met 2 [two] times on 20th September, 2022 and 15th March, 2023. 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 Chairperson 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: http:// www.jindalsaw.com/pdf/vigil-mechanism-policy.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 OFENERGY, 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

Extract of Annual Return of the Company is annexed herewith as Annexure 4.

PARTICULARS OF EMPLOYEES AND RELATEDDISCLOSURES

In terms of the provisions of 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, 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 5.

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 are provided as Annexure 6.

BUSINESS RESPONSIBILITY SUSTAINABILITY REPORT

As per Regulation 34[f] of SEBI Listing Regulations, the Annual Report shall contain business responsibility 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 wwwjindalsaw.com.

27. PUBLIC DEPOSITS

During the year ended March 31, 2023, the Company had not accepted any public deposits and no amount on account of principal or interest on public deposits was outstanding as on March 31, 2023.

28. 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.

The Company had, of its own, informed SEBI of the historical and inadvertent error in classification of one of the Promoter Group entities as a public shareholder in the shareholding pattern. Subsequently, SEBI issued a show cause notice dated 1st February, 2022. In response to the show cause notice, the Company filed a reply on 22nd April, 2022. In addition, the Company has also filed a settlement application with SEBI on 4th April, 2022 for amicable settlement of the matter. The matter is pending before SEBI.

29. 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 provider 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

30. 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

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Mar 31, 2022

Your Directors are pleased to present the 37th Annual Report along with Audited Financial Statements of the Company for the year ended 31st March, 2022.

1. FINANCIAL RESULTS		('' Lakhs)
PARTICULARS	Year ended March 31, 2022	Year ended March 31, 2021
Revenue from Operations	11,02,227.48	8,63,181.12
Profit before finance cost, depreciation, exceptional items and tax	1,38,512.85	1,25,762.47
Less:
Finance costs	36,919.79	40,431.84
Depreciation and amortization expense	37,176.52	34,598.36
Exceptional items	705.32	-
Profit before tax	63,711.22	50,677.09
Tax expense	23,161.37	17,771.67
Profit after tax	40,549.85	32,905.42
Other Comprehensive Income	-	-
Items that will not be reclassified to profit and loss	1,246.83	1320.19
Total Comprehensive Income for the year	41,796.68	34,225.61

2. REVIEW OF OPERATIONS

The total pipe production (including pig iron) during 2021-22 was ~ 10,48,091 MT (including ~ 28,106 MT pipes produced on job work) as compared to ~ 11,02,442 MT (including ~ 3,815 MT pipes produced on job work) during 2020-21. The annual pellet production during 2021-22 was 15.00 lakhs MT as compared to 12.34 lakhs MT during

2020- 21. During financial year 2021-22, the Company has sold (including pig iron) ~ 10,68,728 MT (including ~ 23,231 MT pipes on job work) as compared to ~ 11,08,514 MT (including ~ 3,395 MT pipes on job work) during 2020-21.

Segments Performance

SAW Pipe Strategic Business Unit: During the financial year 2021-22, the Company produced ~ 3,73,750 MT of pipes (including ~ 28,106 MT pipes produced on job work) as compared to previous year ~ 5,07,516 MT of pipes (including ~ 3,815 MT pipes produced on job work). The Company has sold ~ 3,89,819 MT (including ~ 23,231 MT on job work) of SAW pipes as compared to previous year ~ 5,02,869 MT (including ~ 3,395 MT on job work). The status of orders booked as on March 31, 2022 was ~ 1,64,216 MT including job work orders for ~ 67,515 MT.

DI and Pig Iron Strategic Business Unit: Operations in this segment were in line with the planned production in the financial year 2021-22. The Company has produced 4,42,352 lakhs MT of DI Pipe & Pig Iron in financial year

2021- 22 as compared to ~ 4,38,064 MT in financial year 2020-21. The Company has sold ~ 4,52,074 MT of DI Pipe & Pig Iron in financial year 2021-22 as compared to ~ 4,47,688 MT in financial year 2020-21. The order book status as on 31st March 2022 was ~ 2,93,193 MT.

Seamless Strategic Business Unit: The production of seamless pipes during financial year 2021-22 was ~ 1,92,858 MT as compared to ~ 1,45,656 MT during financial year

2020- 21. Sale of seamless pipes during financial year

2021- 22 was ~1,90,886 MT as compared to ~ 1,46,802 MT during financial year 2020-21. Current order book stands at ~ 66,916 MT which gives an improved visibility for 2022-23

Iron Ore Mines and Pellet Strategic Business Unit: During 2021-22, the Company has produced ~ 15.00 Lakhs MT pellet. The current order book stands at ~ 1,31,384 MT.

3. COVID -19 PANDEMIC

The COVID-19 pandemic has led to the unprecedented health crisis and has disrupted economic activities and global trade while weighing on consumer sentiments. During the year under review, the nation experienced high severity and mortality of citizens brought by the second wave of the ongoing COVID-19 pandemic. With intermittent nationwide lockdowns and disruption in regular economic activities, there was price volatility of raw materials and sluggish market demand during first half of the year under review. However, the Company dealt with the pandemic by continuing to focus on operational excellence, marketing strategies, and keeping its employees and community at the core of it. The health and safety of employees and the communities in which the Company operates continue to be the foremost priority of the Company. To mitigate the risks and challenges faced by the Company during the pandemic, the Company enhanced safety and hygiene norms at offices, implemented work from home. During pandemic we followed all the guidelines Issued in this regard by the respective States and the Central Government with regard to the operations and safety of people. The strict standard of physical distancing and hygiene were enforced.

The Company, in collaboration with governments and hospitals, contributed immensely towards providing of liquid oxygen & maintaining oxygen processing plants. Further details on various initiatives taken by Company in addressing the challenges posed by COVID-19 pandemic forms part of the Management Discussion and Analysis forming part of this Report.

4. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis, as stipulated under Regulation 34 of SEBI Listing Regulations, 2015 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 '' 2/-per equity share (i.e 100%) for the year ended March 31, 2022.

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, 2015). The Policy is available on the Company''s website: https://www.jindalsaw.com/pdf/Dividend-Distribution-Pol icy.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. SHARE CAPITAL

There is no change during the year 2021-22 in the paid-up equity 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”).

8. NON-CONVERTIBLE DEBENTURES

The Company had issued 5,000 Non-Convertible Debentures (NCDs) of '' 10,00,000/- each aggregating to '' 500 Crores on private placement basis on 26th March, 2021. The NCDs are listed on National Stock Exchange of India Limited.

9. TRANSFER TO RESERVES

Since the requirement of creation Debenture Redemption Reserves in respect of issuance of listed debentures has been dispensed with by the Ministry of Corporate Affairs (''''MCA”), no amount was transferred to debenture redemption reserve for 5,000 Non-Convertible Debentures (NCDs) of '' 10,00,000/- each aggregating to '' 500 crores issued on private placement basis and listed on National Stock Exchange of India Limited.

10. COMPOSITE SCHEME OF AMALGAMATION

In order to explore / evaluate options of consolidation/ restructuring by way of amalgamation/ merger or other wise to realize greater synergies, operational efficiency due to optimal utilisation of resources of the companies, reduction in administrative cost and lean organisation with an objective of maximizing value of all the stakeholders, the Board of Directors of your Company in their meeting held on 16th March, 2022, after considering the recommendation of Committee of Independent Directors and Audit Committee, approved the Composite Schemeof Amalgamation between Jindal Saw Limited (“Transferee Company” or the “Company”) and Jindal Quality Tubular Limited (“JQTL” “Transferor Company 1”) and Jindal Tubular (India) Limited (“JTIL” “Transferor Company 2”) and Jindal Fittings Limited (“JFL” “Transferor Company 3”) and their respective shareholders and creditors under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 (“Scheme”) Read with Companies (Compromises, Arrangements and Amalgamations) Rules, 2016. An application under Regulation 37 of SEBI Listing Regulations was filed with BSE and NSE on 26th March, 2022 for obtaining their No Objection on the said Scheme. The BSE and NSE on 22nd July, 2022, had issued their No Objection to the said Scheme.

Further, the Board of Directors in their meeting held on 5th August, 2022 and in compliance of General Circular No. 09/2019 dated 21st August, 2019 issued by Ministry of Corporate Affairs approved the change in Appointed Date from 1st April, 2021 to 1st April, 2022 relating to said scheme. All other clauses of above Scheme remain unaltered and unchanged. The Company intends to file the above Scheme after change of the Appointed Date with Allahabad Bench of Hon''ble National Company Law Tribunal in due course.

11. 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”)

11. Jindal Saw Limited General Employee Benefit Scheme, 2018 (the “GEB Scheme 2018”)

iii. Jindal Saw Limited Retirement Benefit Scheme, 2018 (the “RB Scheme 2018”)

The Company has also “Jindal Saw Employee Welfare Trust” (Trust) administered by Axis Trustee Services Limited as trustee for overseeing the administration and implementation of the schemes. The shares held by the trust as on 31st March, 2022 shall be appropriated as per the provision of SEBI (Share Based Employee Benefits) Regulations, 2014 (“SBEB Regulations”) during the financial year 2022-23.

The Nomination and Remuneration Committee of the Company in its meeting held on 30th May, 2022 approved an amendment in SAR Scheme 2018 to the effect that the SAR granted, to any employee who will be retained as advisor/consultant after superannuation, shall continue to remain vested till their full term.

The applicable disclosures as stipulated under the SEBI (Share Based Employee Benefits) Regulations, 2014 (“SBEB Regulations”), pertaining to the year ended March 31, 2022, is available on the Company''s website at

wwwjindalsaw.com.

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. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

As on March 31, 2022 Company has 10 direct subsidiaries, 15 indirect subsidiaries, 1 associate and 1 joint venture. The Board of Directors has reviewed the affairs of the subsidiaries. During the year, Jindal Hunting Energy Services Limited, a direct subsidiary was incorporated and Jindal International FZE, a subsidiary Company was liquidated. There is no other change in the status of subsidiaries, joint ventures and associate companies.

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 this 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 our website wwwjindalsaw.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: http://wwwjindalsaw.com/pdf/POLICY-FOR-DETERMININ G-MATERIAL-SUBSIDIARIES.pdf

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, 2022, 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, 2022 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 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, Ms. Tripti Arya, Director (DIN: 00371397) and Shri Hawa Singh Chaudhary, Whole-time Director (DIN: 00041370) of the Company, retire by rotation and, being eligible, offer themselves for re-appointment.

In terms of the Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, all Independent Directors of the Company have enrolled themselves on the Independent Directors Databank.

As per section 134(3)(q) of the Companies Act, 2013 read with rule 8(5) of the Companies (Accounts) Rules 2014, details of Directors or Key Managerial Personnel who were re-appointed during the year are given below:-

The members at the annual general meeting held on 16th July, 2021, approved the appointment of Ms. Sminu Jindal (DIN-00005317), as Managing Director of the

Company for a period of 5 years w.e.f. 1st February, 2021 on the terms and conditions as mentioned in the resolution approved. There were no changes in the Board of Directors and Key Managerial Personnel of the Company, during the year under review. 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 its functions of governance and management. The composition of Board of Directors during the year ended March 31, 2022 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 Company has received 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.

17. 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, 2015. This Policy can be accessed on the Company''s website at the link: http://www.jindalsaw.com/pdf/Criteia%20for%20Performance%20Evaluation.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: http://www.jindalsaw.com/pdf/Familiarization-Programme-of-Independent-Directors-of-Jindal-Saw-Limited.pdf

18. CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirement set out by SEBI Listing Regulations, 2015. The report on Corporate Governance as stipulated under the Listing Agreement forms an integral part of this Report. The requisite certificate from the Auditors of the Company confirming compliance with the conditions of corporate governance is attached with the report on Corporate Governance.

19.	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	Remark
	08th June 2021	Credit Ratings Limited	Short Term Borrowings (incl. Commercial Paper)	CARE A1	Reaffirmed
	03rd September 2021	Brickwork Ratings India Pvt Ltd	Non-Convertible Debentures of Rs. 500 Crores	BWR AA (Stable)	Reaffirmed
	21st September, 2021	Credit Ratings Limited	Short Term Borrowings (incl. Commercial Paper)	CARE A1	Reaffirmed
			Long Term Borrowings (incl. Non-Convertible Debentures)	CARE AA (Outlook: Negative)	Reaffirmed
	21st September, 2021	Credit Ratings Limited	Issuer Rating	CARE AA (Outlook: Negative)	Reaffirmed
	20th December 2021	Credit Ratings Limited	Commercial Paper	CARE A1	Reaffirmed

20. CONTRACTS AND ARRANGEMENT WITH RELATED PARTIES

SEBI carried out amendments to the SEBI Listing Regulations, 2015 vide the SEBI [Listing Obligations and Disclosure Requirements] [Sixth Amendment] Regulations, 2021 wherein certain amendments comes into force from April 1, 2022 while remaining would come into force from April 1, 2023. 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 as per the last audited financial statements of the Company, whichever is lower, shall be treated as Material Related Party Transaction [MRPTs] and shall require approval of shareholders by means of an ordinary resolution. The provisions of Regulation 23[4] requiring approval of the shareholders are not applicable for the RPTs entered into between a holding company and its wholly owned subsidiary and RPT transactions entered into between two wholly-owned subsidiaries of the listed holding company, whose accounts are consolidated with such holding company and placed before the shareholders at the general meeting for approval.

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. The amended Regulation 2[1][zc] of the SEBI Listing Regulations, 2015 has also enhanced the definition of related party transactions which now include a transaction involving a transfer of resources, services or obligations between a listed entity or any of its subsidiaries on one hand and a related party of the listed entity or any of its subsidiaries on the other hand, regardless of whether a price is charged or not.

Accordingly, the transactions with Related Party of the Company and of the subsidiaries entities exceeding the threshold of '' 1,000 crores shall require approval of the shareholders of the Company with effect from April 1, 2022. The Board of Directors in its meeting held on 30th May, 2022 approved a revised Related Party Transaction policy to incorporate the regulatory amendments to the SEBI Listing Regulations, 2015. The updated Policy can be accessed on the Company''s website at the link: http://www.jindalsaw.com/pdf/140_Download_RELATED PARTYTRANSACTIONPOLICY.pdf.

All RPTs are placed before the Audit Committee for review and approval. Prior omnibus approval is obtained for RPTs that are of repetitive nature and / or entered in the ordinary course of business and are at arm''s length. Please refer Notes to the standalone financial statements, which set out related party disclosures. The Company is seeking shareholders approval for Material Related Party transactions [MRPTs] to be entered by the Company as set out in the accompanying Notice to the shareholders. The Audit Committee of the Company has approved these MRPTs and has further noted that these MRPTs transactions are at an arms'' length basis and in the ordinary course of business of the Company. Accordingly, basis the approval of the Audit Committee, the Board of Directors recommends

the resolutions contained in the Notice for approval of the shareholders.

21. 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. 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 http://www.jindalsaw.com/pdf/Jindal-SAW-CSR-Policy.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 year, the Company spent '' 1669.05 Lacs on CSR activities. A report on CSR activities is annexed herewith as Annexure 1.

22. 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 govern how the Company conducts the business and manages associated risks.

23. 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 match with the size, scale and complexity of its operations, safeguarding of its assets, compliance 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.

24. COST RECORD

The Cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013, are made and maintained by the Company.

25. 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.

26. AUDITORS & THEIR REPORT STATUTORY AUDITORS

The members of the Company had appointed M/s Price Waterhouse Chartered Accountants LLP as statutory auditors of the Company for a term of 5 (five) consecutive years from conclusion of 32nd annual general meeting until the conclusion of 37th annual general meeting. Accordingly, the tenure M/s Price Waterhouse Chartered Accountants, LLP would be expiring at the ensuing annual general meeting (AGM).

The Board of Directors at its meeting held on 5th August, 2022 has recommended the re-appointment of M/s Price Waterhouse Chartered Accountants, LLP Chartered Accountants, as the statutory auditors of the Company for a second term of 5 years to hold office from the conclusion of the ensuing 37th AGM until the conclusion of the 42nd AGM of the Company to be held in the calendar year 2027. M/s Price Waterhouse Chartered Accountants, LLP have expressed their willingness to be re-appointed as statutory auditors of the Company. They have further confirmed that their appointment, if made, would be within the limits prescribed under section 141(3)(g) of the Companies Act, 2013 and that they are not disqualified for appointment. Accordingly, the proposal for their re-appointment as the statutory auditors of the Company, from the conclusion of the ensuing 37th AGM until the conclusion of the 42nd AGM of the Company to be held in the calendar year 2027, in terms of Section 139(1) of the Companies Act, 2013, is placed for approval of the shareholders.

Auditors'' remarks in their report read with the notes to accounts referred to by them are self-explanatory.

SECRETARIAL AUDITORS

Shri S. K. Gupta of M/s. S. K. Gupta & Co., Company Secretaries, were appointed as secretarial auditors, to conduct secretarial audit of the Company for the financial year 2021-22. The secretarial audit report for the financial year ended 31st March, 2022 is annexed herewith as Annexure 2 to this report.

The Board had in their meeting held on 30th May, 2022 reappointed M/s. S. K. Gupta & Co., Company Secretaries,

as secretarial auditors, to conduct secretarial audit of the Company for the financial year 2022-23.

EXPLANATIONS OR COMMENTS BY THE BOARD ON EVERY QUALIFICATION, RESERVATION OR ADVERSE REMARK OR DISCLAIMER MADE

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 are 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, 2023. The remuneration would be ratified by shareholders at the ensuing annual general meeting.

The cost audit report and other documents for the year ended 31st March, 2021 were submitted with the Central Government by filing Form CRA-4 vide SRN T60375300 dated 26th November, 2021.

27. DISCLOSURE:MEETINGS OF THE BOARD

During the year under review, the Board of Directors of the Company met 5 (Five) times during the year ended 31st March, 2022. These meetings of the Board of Directors were held on 27th May, 2021, 30th July, 2021, 29th October, 2021, 31st January, 2022 and 16th March, 2022. The composition of Board of Directors during the year ended March 31, 2022 is in conformity with Regulation 17 of the SEBI Listing Regulations, 2015 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 3rd December, 2021 and 16th March, 2022. For further details, please refer Report on Corporate Governance attached to this Annual Report.

AUDIT COMMITTEE

As on 31st March, 2022 the Audit Committee comprised of 5 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, 2015.

During the year ended 31st March, 2022, the Committee met 5 (five) times on 27th May, 2021, 30th July, 2021, 29th October, 2021, 31st January, 2022 and 16th March, 2022. For further details, please refer Report on Corporate Governance attached to this Annual Report.

NOMINATION AND REMUNERATION COMMITTEE

As on 31st March, 2022, the Nomination and Remuneration Committee comprised of 4 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, 2015.

During the year ended 31st March, 2022 the Committee met once on 27th May, 2021. For further details, please refer Report on Corporate Governance attached to this Annual Report.

STAKEHOLDERS RELATIONSHIP COMMITTEE

As on 31st March 2022, the Stakeholders Relationship Committee comprised of 4 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, 2015.

During the year ended 31st March, 2022 the Committee met once on 2nd December, 2021. For further details, please refer Report on Corporate Governance attached to this annual report.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE (CSR COMMITTEE)

As on 31st March, 2022, the CSR Committee comprised of Dr. Raj Kamal Aggarwal, Independent Director, as Chairman and Ms. Sminu Jindal, Managing Director, Shri Neeraj Kumar, Group CEO & Whole-time Director, Shri Girish Sharma and Shri Sanjeev Shankar as other members. The Composition of the CSR Committee is in conformity with requirements of the Companies Act, 2013. During the year ended 31st March, 2022 the Committee met 2 (Two) times on 12th May, 2021 and 30th March, 2022.

RISK MANAGEMENT COMMITTEE

As on 31st March, 2022, the Risk Management Committee comprised of Dr. Raj Kamal Aggarwal, Independent Director, Shri A. K. Hazarika, Independent Director, Shri Neeraj Kumar, Group CEO & Whole-time Director, Shri Hawa Singh Chaudhary, Whole-time Director, Shri Narendra Mantri, CFO and Shri Vinay Kumar, President & Head (Treasury) as members. Dr. Raj Kamal Aggarwal is Chairman of the Committee. The Composition of the Risk

Management Committee is in conformity with requirements of the SEBI Listing Regulations, 2015. During the year ended 31st March, 2022 the Committee met 2 (two) times on 2nd December, 2021 and 30th March, 2022.

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, 2015. 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: http://www.jindalsaw.com/pdf/vigil-mechanism-policy.p df

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 recipient 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

Extract of Annual Return of the Company is annexed herewith as Annexure 4.

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 5.

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 6.

BUSINESS RESPONSIBILITY REPORT

As per Regulation 34[f] of SEBI Listing Regulations 2015, the annual report shall contain business responsibility report (BRR) describing the initiatives taken by the Company from environmental, social and governance perspective. Having regard to the green initiative, the BRR is made available on the Company''s website at www.jindalsaw.com.

28. PUBLIC DEPOSITS

During the year ended March 31, 2022, the Company had not accepted any public deposits and no amount on account of principal or interest on public deposits was outstanding as on March 31, 2022.

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.

The Company had, of its own, informed SEBI of the historical and inadvertent error in classification of one of the Promoter Group entities as a public shareholder in the shareholding pattern. Subsequently, SEBI issued a show cause notice dated 1st February, 2022. In response to the show cause notice received from SEBI, the Company has filed a reply to the said show cause notice with SEBI on 22nd April, 2022. In addition the Company has also filed a settlement application with SEBI on 4th April, 2022 for amicable settlement of the matter. The above matter is pending before SEBI.

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 provider 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.

This report of the Board of Directors was initially approved on 30th May, 2022 and further revised and re-approved by the Board of Directors on 5th August, 2022.

---

Mar 31, 2018

To

The Members,

The 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

(Rs. lakhs)

PARTICULARS	Year ended March 31, 2018	Year ended 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 Financial Year 2017-18 has registered increase in production and sales volumes as compared to previous financial year. The total pipe production (including pig iron) during 2017-18 was ~ 11,83,800 MT (including ~ 79,670 MT pipes produced on job work) as compared to ~ 10,51,800 MT (including ~ 1,56,500 MT pipes produced on job work) during 2016-17. The annual pellet production during 2017-18 was 13.50 lakhs MT as compared to 12 lakhs MT during 2016-17.

During financial year 2017-18, the Company has sold (including pig iron) ~ 11,71,973 MT (including ~ 79,670 MT pipes produced on job work) as compared to ~ 10,40,000 MT (including ~ 1,56,000 MT pipes produced on job work) during 2016-17 and thus recorded ~ 13% growth in sales volumes in 2017-18.

Segments Performance

Saw Pipe Strategic Business Unit: During the financial year 2017-18, the Company produced ~ 5,73,100 MT of pipes (including ~ 79,670 MT pipes produced on job work) as compared to previous year ~ 5,27,000 MT (including job work of 1,56,000 MT) registering a quantitative growth of ~ 8.75% on YoY basis.

The Company has sold ~ 5,30,360 MT (including ~ 79,670 MT on job work) of Saw pipes as compared to previous year ~ 5,35,300 MT (including ~ 1,56,500 MT on job work).

The status of orders booked as on 31st March, 2018 was ~ 5,40,000 MT including job work orders for ~ 67,000 MT.

DI and Pig Iron Strategic Business Unit: Operations in this segment were in line with the planned production in the financial year 2017-18. The Company has produced 4,43,700 lakhs MT of DI Pipe & Pig Iron in financial year 2017-18 as compared to ~ 4,28,000 MT in financial year 2016-17.

The Company has sold ~ 4,73,400 lakhs MT of DI Pipe & Pig Iron in financial year 2017-18 as compared to ~ 4,06,500 MT in financial year 2016-17.

The order book status is quite comfortable at ~ 3,69,000 MT approx.

Seamless Strategic Business Unit: The production of seamless pipes during financial year 2017-18 was ~ 1,67,000 MT as compared to ~ 97,000 MT during financial year 2016-17. There is growth of 72% on YoY basis.

Sale of seamless pipes during financial year 2017-18 was ~1,68,100 MT as compared to ~ 98,200 MT during financial year 2016-17.

Introduction of anti-dumping measures have improved the domestic demand of seamless pipe. The Company has adopted a strategy of diversification in product portfolio and has started catering to niche/premium segment e.g. T91, 13 chrome and ball bearing industry, etc. The strategy has already started yielding results.

Current order book stands at ~ 36,000 MT which gives an improved visibility for 2018-19.

Iron Ore Mines and Pellet Strategic Business Unit: During 2017-18, the Company has maintained its production levels at ~ 100 % capacity and produced ~ 1.3 million MT pellet. The Company has worked very hard in terms of cost reduction and improvement in operational efficiency which has resulted in improvement in profitability in pellet segment. The current order book stands at ~ 52,000 MT.

Oceangoing waterways: During 2017-18, company has sold remaining two vessels of Ocean business and the segment has been discontinued.

3. DIVIDEND

The Board has, subject to the approval of members at the ensuing annual general meeting, recommended a dividend of Rs.1.2 per equity share of Rs.2/- for the year ended 31st March, 2018. The Board’s recommendation for a stable and steady dividend is linked to Company’s long term requirements of funds for meeting the working capital needs, capital expenditures for its growth plans & modernization and to finance such plans by retaining back the profits.

4. TRANSFER TO RESERVES

Your Board has proposed to transfer Rs.358 lakhs to Debenture Redemption Reserve. On redemption of debentures the proportionate Debenture Redemption Reserve of Rs.2,500 lakhs was transferred to General Reserve.

5. SHARE CAPITAL

There is no change during the year 2017-18 in the paid up equity share capital of the Company.

6. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis, as stipulated under Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forming part of this report has been given under separate section.

9. CONSOLIDATED FINANCIAL STATEMENTS

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.

10. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

As on 31st March, 2018 Company has 10 direct subsidiaries, 16 indirect subsidiaries and 1 associate. The Board of Directors reviewed the affairs of the subsidiaries. During the year under review the Company had purchased balance 49% shareholding (i.e. 24,500 equity shares of Rs.10/- each) in Quality Iron and Steel Limited. Accordingly, Quality Iron and Steel Limited become a wholly owned 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 our 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 as approved may be accessed on the Company’s website at the link: http://www.jindalsaw.com/pdf/POLICY-FOR-DETERMININ G-MATERIAL-SUBSIDIARIES.pdf

11. 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, 2018, the Indian Accounting Standards (Ind AS) has 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, 2018 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.

12. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Ms. Sminu Jindal, Managing Director (DIN: 00005317) and Shri Neeraj Kumar, Group CEO and Whole-time Director (DIN: 01776688) of the Company, retire by rotation and, being eligible, offer themselves for re-appointment.

As per section 134(3)(q) of the Companies Act, 2013 read with rule 8(5) of the Companies (Accounts) Rules 2014, details of Directors or Key Managerial Personnel who was re-appointed during the year is given below:-

Shri Neeraj Kumar, Group CEO and Whole-time Director (DIN: 01776688) has been re-appointed as Group CEO and Whole-time Director of the Company for a further period of 5 years w.e.f. 1st July, 2018 by the Board of Directors subject to approval of the shareholders.

POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION

The Nomination and Remuneration Committee selects the candidate to be appointed as the Director on the basis of the needs and enhancing the competencies of the Board of the Company.

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 its functions of governance and management. The composition of Board of Directors during the year ended 31st March, 2018 are in conformity with Regulation 17 of the SEBI (Listing Obligations and Disclosures Requirements) Regulations 2015 (SEBI Listing Regulations) read with Section 149 of the Companies Act, 2013.

The policy of the Company on 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 paid to the directors are governed by the Nomination and Remuneration Policy of the Company.

13. DECLARATION BY INDEPENDENT DIRECTORS

The Company has received 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 Obligations and Disclosure Requirements) Regulations, 2015, confirming that they meet the criteria of Independence.

14. 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. This may be accessed on the Company’s website at the link: http://www.jindalsaw.com /pdf/Criteia%20for%20Pe rformance%20Evaluation.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 uploded on the website of the Company at the link: http://www.jindalsaw.com/pdf/ Familiarization-Programme-of-Independent-Directors-of-J indal-Saw-Limited.pdf

15. CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirement set out by SEBI (Listing Obligations and Disclosures Requirements) Regulation, 2015. The report on Corporate Governance as stipulated under the Listing Agreement forms an integral part of this Report. The requisite certificate from the M/s S.K. Gupta & Company, Company Secretaries confirming compliance with the conditions of corporate governance is attached with the report on Corporate Governance.

16. CREDIT RATING

The credit rating of your Company for long term borrowings has been upgraded to “CARE AA-” (positive outlook) revised from “CARE A( )” and for short-term borrowings has been reaffirmed as “CARE A1( )”, by Credit Analysis & Research Limited (‘CARE’) on November 24, 2017.

17. CONTRACTS AND ARRANGEMENT WITH RELATED PARTIES

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm’s length basis. During the year, the Company had not entered into any material contract / arrangement / transaction with related parties.

The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Company’s website at the link: http://www.jindalsaw.com/pdf/140_Download _RELATEDPARTYTRANSACTIONPOLICY.pdf

Your Directors draw attention of the members to Note 45 to the financial statement which sets out related party disclosures.

18. CORPORATE SOCIAL RESPONSIBILTY (CSR)

The Company has its Corporate Social Responsibility Policy (CSR Policy), which can be accessed on the Company’s website at http://www.jindalsaw.com/pdf/ Jindal-SAW-CSR-Policy.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 year the Company spent Rs.756.02 lakhs on CSR activities. A report on CSR activities is annexed herewith as Annexure 1.

The Management had, initially at the beginning of the financial year, estimated / budgeted the amount to be spent on the CSR activities in the range of Rs.710 lakh to Rs.760 lakh. However, based on the financial results for the year the amount required to be spent on CSR activities was calculated at Rs.920.64 lakh. Thus, an amount of Rs.164.62 lakh is remaining to be spent on above activities for the financial year ended 31st March, 2018. The Management is in process of finalisation of the suitable project(s) and this amount along with the budgeted amount for the current year will be spent on CSR activities during present financial year.

19. RISK MANAGEMENT

During the year, your Directors constituted 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.

20. INTERNAL CONTROL AND INTERNAL AUDIT SYSTEM AND THEIR ADEQUACY

The company has developed and implemented a robust system and framework of internal controls commensurate with the size, scale and complexity of its operations. The framework has been designed to provide reasonable assurance related to financial and operational information, to comply with the applicable laws and to safeguard the assets of the company. This framework contains Entity Level Controls as well as Business Process Controls. The operating effectiveness and adequacy of these controls are periodically tested and validated. The internal control systems are evaluated with respect to their compliance with operating systems and policies of the company across all locations.

Your Company uses the latest technology for efficient and effective operation which are the prime components of adequate internal control. SAP is extensively used to standardised the process and internal control across the company

The Company has a well-defined Delegation of Power with authority limits for approving revenue and capex expenditure.

Your Company believe in zero tolerance towards statutory compliance. The Company has a strong online legal compliance management system and it is regularly monitored for compliance.

The Company has a strong and independent Internal Audit (IA) department. The scope and authority of the IA function is defined in the Internal Audit Charter approved by the Audit Committee. Every year, the IA department conducts Internal Audit as per Annual Internal Audit plan prepared based on risk assessment. This risk-based annual internal audit plan is duly approved by the Audit Committee.

The IA department comprises of In-House Internal Auditors and Outsourced internal auditors. In-house auditors consist of professionally qualified accountants, engineers and SAP experienced executives. We had appointed Deloitte Haskins & Sells LLP to carry out the Internal Audit of the company. Outsourced auditor are using subject matter experts specialists to carry out risk-based audits across all locations, thereby enabling the identification of areas where risk management processes may need to be strengthened. Significant audit observations and corrective action plans are presented to the Audit Committee. The Audit Committee of the Board of Directors regularly reviews the adequacy & effectiveness of Internal Audit and implementation of the recommendation including company’s risk management policies & system.

The Company has made a high standard of ethics and has an operative Whistle Blower Mechanism for reporting any act which are not in line with our policy, code of conduct and ethics. A designated authority monitored the cases reported for proper redressal.

21. SECRETARIAL STANDARDS

The Directors state that applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to ‘Meetings of the Board of Directors’ and ‘General Meetings’, respectively, have been duly followed by the Company.

22. 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 32nd Annual General Meeting until the conclusion of 37th 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

The Board had appointed Shri S. K. Gupta of M/s. S. K. Gupta & Co., Company Secretaries, to conduct Secretarial Audit of the Company for the financial year 2017-18. The Secretarial Audit Report for the financial year ended 31st March, 2018 is annexed herewith marked as Annexure 2 to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark. EXPLANATIONS OR COMMENTS BY THE BOARD ON EVERY QUALIFICATION, RESERVATION OR ADVERSE REMARK OR DISCLAIMER MADE

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 are 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, 2019. Further, their remuneration will be subject to ratification by shareholders. The Company has submitted Cost Audit Report and other documents for the year ended 31st March, 2017 with the Central Government by filing Form CRA-4 vide SRN G51441772 dated 28th August, 2017.

The cost records as specified by Central Government under sub-section (1) of section 148 of Companies Act, 2013, are made and maintained.

23. DISCLOSURE:

MEETINGS OF THE BOARD

During the year under review, the Board of Director of the Company met 4 (Four) times on 29th May, 2017, 3rd August, 2017, 7th November, 2017 and 24th January, 2018. The composition of Board of Directors during the year ended 31st March, 2018 is in conformity with Regulation 17 of the SEBI (Listing Obligations and Disclosures Requirements) Regulations 2015 (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.

AUDIT COMMITTEE

As on 31st March, 2018 the Audit Committee comprised of 5 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 Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015.

During the year ended 31st March, 2018, the Committee met 4 (four) times on 29th May, 2017, 3rd August, 2017, 7th November, 2017 and 24th January, 2018. For further details, please refer Report on Corporate Governance attached to this Annual Report.

NOMINATION AND REMUNERATION COMMITTEE

As on 31st March, 2018, 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 Obligations and Disclosure Requirements) Regulations, 2015

During the year ended 31st March, 2018 the Committee met 2 (twice) on 29th May, 2017 and 3rd August, 2017. For further details, please refer Report on Corporate Governance attached to this Annual Report.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE (CSR COMMITTEE)

As on 31st March, 2018, the CSR Committee comprised of Dr. Raj Kamal Agarwal, Independent Director, as Chairman and Ms. Sminu Jindal, Managing Director and Shri Neeraj Kumar, Group CEO & Whole-time Director as other members. The Composition of the CSR Committee is in conformity with requirements of the Companies Act, 2013. During the year ended 31st March, 2018 the Committee met 1 (once) on 30th March, 2018.

VIGIL MECHANISM

The Vigil Mechanism of the Company, which also incorporates a whistle blower policy in terms of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. 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.

The Policy on vigil mechanism and whistle blower may be accessed on the Company’s website at the link: http:// www.jindalsaw.com/pdf/vigil-mechanism-policy.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 recipient are provided in the standalone financial statements (Please refer to Notes 7, 9, 17 & 46 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 in the statement annexed hereto as Annexure 3.

ANNUAL RETURN

Extract of Annual Return of the Company is annexed herewith as Annexure 4.

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 5.

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 6.

BUSINESS RESPONSIBILITY REPORT

As per Regulation 34(f) of SEBI (Listing Obligations and Disclosures Requirement) Regulations 2015, the Annual Report shall contain business responsibility report (BRR) describing the initiatives taken by the Company from environmental, social and governance perspective. Having regard to the green initiative, the BRR is made available on the Company’s website at www.jindalsaw.com.

24. PUBLIC DEPOSITS

During the year ended 31st March, 2018, 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, 2018.

25. 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.

26. 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 a Committee as required. No complaint of sexual harassment was received during the year.

27. 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 : 1st August, 2018 Chairman

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Mar 31, 2017

The Directors are pleased to present the 32nd Annual Report along with Audited Financial Statements of the Company for the year ended March 31,2017.

1 FINANCIAL RESULTS

[Rs.lakhs]

PARTICULARS	Year ended March 31,2017	Year ended March 31,2016
Revenue from operations	5,93,296.40	6,33,644.01
Profit before finance cost, depreciation, exceptional items and tax	1,12,120.09	1,11,243.46
Less:
Finance costs	37,990.34	49,447.10
Depreciation and amortisation expense	23,936.23	22,719.98
Exceptional items	3,121.98	13,321.32
Profit before tax	47,071.54	25,755.06
Tax expense	16,301.32	3,622.26
Profit after tax	30,770.22	22,132.80
Other Comprehensive Income
Items that will not be reclassified to profit and loss	(702.02)	[208.13]
Total Comprehensive Income for the year	30,068.20	21,924.67

2. REVIEW OF OPERATIONS

The Financial Year 2016-17 has registered increase in production and sales volumes as compared to previous financial year. The total pipe production [including pig iron] during 2016-17 was ~ 10,53,000 MT [including ~ 1,56,500 MT pipes produced on job work] as compared to ~ 9,77,000 MT [including ~ 39,000 MT pipes produced on job work] during 2015-16. The annual pellet production was almost at the same level i.e. 12 lakhs MT.

During financial year 2016-17 the Company has sold [including pig iron] ~ 10,40,000 MT [ including ~ 1,56,500 MT pipes produced on job work] as compared to ~ 9,58,700 MT [including ~ 39,000 MT pipes produced on job work] during 2015-16 and thus recorded ~ 8% growth in sales volumes in 2016-17.

The following is the review of various segments

Segments Performance

Saw Pipe Strategic Business Unit: During the financial year 2016-17, the Company produced ~ 5,27,000 MT of pipes [including ~ 1,56,500 MT pipes produced on job work] as compared to previous year ~ 4,55,000 MT [including job work of 39,000 MT] registering a quantitative growth of ~ 16% on YoY basis.

The Company has sold ~ 5,35,300 MT [including ~ 1,56,500 MT on job work] of Saw pipes as compared to previous year ~ 4,68,300 MT [including ~ 39,000 MT on job work).

The status of orders booked as on March 31, 2017 was ~ 3,82,000 MT including job work orders for ~ 67,000 MT.

Dl and Pig Iron Strategic Business Unit: Operations in this segment were in line with the planned production in the financial year 2016-17. The Company has produced ~ 4,28,000 lakhs MT of Dl Pipe 8i Pig Iron in financial year 2016-17 as compared to ~ 4,38,000 MT in financial year 2015-16.

The Company has sold ~ 4,06,500 lakhs MT of Dl Pipe 8. Pig Iron in financial year 2016-17 as compared to ~ 4,07,600 MT in financial year 2015-16.

The order book status is quite comfortable at ~ 3,82,000 MT approx.

Seamless Strategic Business Unit: The production of seamless pipes during financial year 2016-17 was ~ 97,000 MT as compared to ~ 83,900 MT during financial year 2015-16. There is growth of 16% on YoY basis.

Sale of seamless pipes during financial year 2016-17 was ~ 98200 MT as compared to ~ 82,800 MT during financial year 2015-16.

Introduction of anti-dumping measures have improved the domestic demand of seamless pipe. Company has adopted a strategy of diversification in product portfolio and has started catering to niche/premium segment e.g. T91,13 chrome and ball bearing industry etc. The strategy has already started yielding results.

Current order book stands at ~ 75,000 MT which gives an improved visibility for 2017-18.

Iron Ore Mines and Pellet Strategic Business Unit: After adverse market conditions in steel sector and lower iron ore prices in the first two quarters of 2016-17, last two quarters have shown improvements in demand and prices of pellets. During 2016-17, the Company has maintained its production levels at ~ 100 % capacity and produced ~ 1.2 million MT pellet. The Company has worked very hard in terms of cost reduction and improvement in operational efficiency which has resulted in improvement in profitability in pellet segment. Current order book stands at ~ 1,99,000 MT.

Oceangoing waterways: Pursuant to Composite Scheme of Arrangement the Ocean Waterways business of one of the wholly owned subsidiary, i.e., JITF Waterways Limited has been transferred to the Company during 2015-16 effective from April 1,2015.

3. DIVIDEND

The Board has, subject to the approval of members at the ensuing annual general meeting, recommended a dividend of Rs.1/- per equity share of Rs.2/- for the year ended March 31,2017. The Board’s recommendation for a stable and steady dividend is linked to Company’s long term requirements of funds for meeting the working capital needs, capital expenditures for its growth plans & modernization and to finance such plans by retaining back the profits.

4. TRANSFER TO RESERVES

Your Board has proposed to transfer Rs.358 lakhs to Debenture Redemption Reserve. On redemption of debentures the proportionate Debenture Redemption Reserve of Rs.3,750 lakhs was transferred to General Reserve.

5. SHARE CAPITAL

Your Directors had allotted 4,35,30,596 Compulsorily Convertible Debentures [CCDs] on preferential basis under the Securities and Exchange Board of India [Issue of Capital and Disclosure Requirements] Regulations, 2009 at a price of RS.81.10 per CCD. Each of these CCDs was to be converted into one equity share of Rs.2/- each in three tranches. The two tranches of 1,38,08,414 CCDs and 1,44,98,696 CCDs were converted into equal number of equity shares. The last tranche of 1,52,23,486 CCDs were converted in equal number of equity shares on April 25, 2016. By the above conversions the paid-up equity share capital of Company stands increased to t63,95,08,234 comprising of 31,97,54,117 equity shares of Rs.2/- each.

6. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis, as stipulated under Regulation 34 of SEBI [Listing Obligations and Disclosure Requirements] Regulations, 2015 forming part of this report has been given under separate section.

9. CONSOLIDATED FINANCIAL STATEMENTS

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.

10. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

At the beginning of the year, the Company had 13 direct subsidiaries, 16 indirect subsidiaries and 1 associate. As on March 31, 2017 Company has 10 direct subsidiaries, 15 indirect subsidiaries and 1 associate. The Board of Directors reviewed the affairs of the subsidiaries. The details of change of investments in the subsidiary, joint ventures and associate during the year are as under:

I. Sulog Transhipment Services Limited became a subsidiary of the Company

II. The following companies ceased to be subsidiaries of the Company

a. Universal Tube Accessories Private Limited

b. JITF Coal Logistics Limited

c. Jindal Saw Espana SL

d. Jindal Tubular U.S.A. LLC

e. JITF Shipping & Logistics [Singapore] PTE. Ltd.

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 our 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 as approved may be accessed on the Company’s website at the link: http://www.jindalsaw.com/pdf/ POLICY-FOR-DETERMININ G-MATERIAL-SUBSIDIARIES.pdf

11. 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 March 31, 2017, the Indian Accounting Standards [Ind AS] has 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 March 31,2017 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.

12. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Shri Prithvi Raj Jindal, Chairman [DIN: 00005301] and Ms. Shradha Jatia, Non-Executive Director [DIN: 00016940] of the Company, retire by rotation and, being eligible, offer themselves for re-appointment.

As per section 134[3][q] of the Companies Act, 2013 read with rule 8(5] of the Companies [Accounts] Rules 2014, details of Directors or Key Managerial Personnel who were appointed and who have resigned during the year are given below:-

Shri Hawa Singh Chaudhary, Whole-time Director [DIN: 00041370] has been re-appointed as Whole-time Director of the Company for a further period of 2 years w.e.f. November 1,2017 by the Board of Directors subject to approval of the shareholders. The Company has received the notices under section 160 of the Companies Act, 2013 along with deposit of requisite amount from the shareholder proposing the candidature of Shri Hawa Singh Chaudhary for the office of the Whole-time Director of the Company.

POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION

The Nomination and Remuneration Committee selects the candidate to be appointed as the Directors on the basis of the needs and enhancing the competencies of the Board of the Company.

The current policy is meant to have a balance of executive and non-executive Independent Directors to maintain the independence of the Board, and separates its functions of governance and management. The composition of Board of Directors during the year ended March 31, 2017 are in conformity with Regulation 17 of the SEBI [Listing Obligations and Disclosures Requirements] Regulations 2015 [SEBI Listing Regulations] read with Section 149 of the Companies Act, 2013.

The policy of the Company on 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 paid to the directors is governed by the Nomination and Remuneration Policy of the Company.

13. DECLARATION BY INDEPENDENT DIRECTORS

The Company has received 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, confirming that they meet the criteria of Independence.

14. 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. This may be accessed on the Company’s website at the link: http://www.jindalsaw.com/pdf/Criteia%20for%20Pe rformance%20Evaluation.pdf

On the basis of the Policy for Performance Evaluation of Independent Chairman, 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 uploded on the website of the Company at the link: http://www.jindalsaw.com/pdf/Familiarization-Programm e-of-lndependent-Directors-of-Jindal-Saw-Limited.pdf

15. CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of corporate governance and to adhere to the corporate governance requirement set out by SEBI Listing Regulations. The report on Corporate Governance forms an integral part of this Report. The requisite certificate from the Auditors of the Company confirming compliance with the conditions of corporate governance is attached with the report on corporate governance.

16. CREDIT RATING

The credit rating of your Company is “CARE A[ ]” for the long-term borrowings and “CARE AIM” for short-term borrowings from Credit Analysis & Research Limited [‘CARE’] ~

17. CONTRACTS AND ARRANGEMENT WITH RELATED PARTIES

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm’s length basis. During the year, the Company had not entered into any material contract / arrangement / transaction with related parties.

The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Company’s website at the link: http://www.jindalsaw.com/pdf/140_Download _RELATEDPARTYTRANSACTIONPOLICY.pdf

Your Directors draw attention of the members to Note 47 to the financial statement which sets out related party disclosures.

18. CORPORATE SOCIAL RESPONSIBILTY (CSR)

The Company has its Corporate Social Responsibility Policy [CSR Policy], which can be accessed on the Company’s website at http://www.jindalsaw.com/pdf/ Jindal-SAW-CSR-Policy.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 year the Company spent Rs.680.30 lakhs on CSR activities. A report on CSR activities is annexed herewith as Annexure 1.

19. RISK MANAGEMENT

During the year, your Directors constituted a Risk Management Committee which has been entrusted with the responsibility to assist the Board in [a] overseeing and approving the Company’s enterprise vide 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. A 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 behaviors together form the Management System that governs how the Company conducts the business and manages associated risks.

20. INTERNAL CONTROL AND INTERNAL AUDIT SYSTEM AND THEIR ADEQUACY

Your company has put in place strong internal control systems in lines with globally accepted practice. The processes adopted by the Company are best in class and commensurate with its size and scale of operations. All major business activities has been well defined and mapped into the best ERP system and the controls are continuously reviewed and strengthened as per the business need. Extensive use of latest technology for efficient and effective operation is the strong base for adequate internal control in the business. The Company has adopted risk based framework which is intended for proper mitigation, with increased transparency and accountability, in the process designed and its implementation. The major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuous basis.

Deloitte Haskins & Sells LLP has been appointed to carry out Internal Audit of the Company. A well-established multidisciplinary Internal Audit team consists of professionally qualified accountants, engineers and SAP experienced executives to carry out Internal audit throughout the year, across all functional areas and submit its reports to Management and Audit Committee. As per the global practice, focus of Internal Audit is towards the review of internal controls and risks in its operations such as procure to pay, order to cash, accounting and finance, employee engagement, insurance, IT processes, legal compliance. The Company also undergoes periodic audit by specialized third-party consultants and professionals for business specific compliances such as quality management, environment and safety and so on. The Audit Committee of the Board regularly reviews the adequacy & effectiveness of internal audit environment and monitors implementation of internal audit recommendations including those relating to strengthening of Company’s risk management policies & systems.

Your Company’s philosophy is of zero tolerance towards all applicable legal non-compliances. To ensure the adherence of the philosophy, the Company is using a legal compliance software for online monitoring of all legal compliances applicable to various plants and corporate office. A legal compliance monitoring cell regularly monitor the status of compliances through the software.

The Company has operative Whistle Blower Mechanism for reporting any act being considered as not in line with the policy, rules or code of conduct of the Company. The mechanism is accessible to all internal as well as external stakeholders. Reported instances are being monitored through a designated authority for proper redressal.

21. AUDITORS & THEIR REPORT

STATUTORY AUDITORS

The Shareholders in their 31st annual general meeting had appointed M/s N. C. Aggarwal, Chartered Accountants as statutory auditors of the Company till the conclusion of the ensuing AGM. M/s. N. C. Aggarwal, Chartered Accountants, have completed their maximum permissible tenure as the auditors of the Company as per the Section 139 of the Companies Act, 2013 read with the Companies [Audit and Auditors] Rules, 2014. After evaluation of the various leading auditing firms, the Board of Directors has identified and recommended the appointment of Price Waterhouse Chartered Accountants LLP, as the Statutory Auditor of the Company for a term of 5 years [subject to ratification by members at every annual general meeting], to hold office from the conclusion of the 32nd annual general meeting until the conclusion of the 37th annual general meeting of the Company.

Brief profile of Price Waterhouse Chartered Accountants LLP

Legal Status

Price Waterhouse Chartered Accountants LLP [FRN 012754N/N500016][“the firm”] is a separate, distinct and independent member firm of the PW India Network of Firms which include 11 similarly situated independent firms, each of which are registered with the Institute of Chartered Accountants of India.

Offices

Cumulatively more than 100 years old in India and have offices in 8 cities with over 3000 people. The locations are Mumbai, Ahmedabad, Gurgaon, Bangalore, Kolkata, Hyderabad, Pune and Chennai. The registered office is at Sucheta Bhawan, 11A Vishnu Digambar Marg, New Delhi 110002.

Partners

The firm has 79 assurance partners as at April 30,2017.

M/s. Price Waterhouse Chartered Accountants LLP, have expressed their willingness to be appointed as statutory auditors of the Company. They have further confirmed that the said appointment, if made, would be within the prescribed limits under Section 141[3][g] of the Companies Act, 2013 and that they are not disqualified for appointment. Accordingly, their appointment as Statutory Auditors of the Company from the conclusion of the 32nd annual general meeting until the conclusion of the 37th annual general meeting of the Company, is placed for your approval.

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

The Board had appointed Shri S. K. Gupta of M/s. S. K. Gupta & Co., Company Secretaries, to conduct Secretarial Audit of the Company for the financial year 2016-17. The Secretarial Audit Report for the financial year ended March 31,2017 is annexed herewith marked as Annexure 2 to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

EXPLANATIONS OR COMMENTS BY THE BOARD ON EVERY QUALIFICATION, RESERVATION OR ADVERSE REMARK OR DISCLAIMER MADE

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 are 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, had re-appointed M/s. R. J. Goel & Co., Cost Accountants [Registration No. 000026], to audit the Cost Accounts of the Company for the year ended March 31,2017.

The Company had submitted the Cost Audit Report and other documents for the year ended 31st March, 2016 with the Central Government by filing Form A-XBRL vide SRN G10985182 dated September 9,2016.

22. DISCLOSURE:

MEETINGS OF THE BOARD

During the year under review, the Board of Director of the Company met 4 [Four] times on May 30, 2016, August 12, 2016, November 4, 2016 and February 9, 2017. The composition of Board of Directors during the year ended March 31, 2017 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 with this annual report.

AUDIT COMMITTEE

As on March 31, 2017, 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 March 31,2017, the Committee met 4 [four] times on May 30,2016, August 12,2016, November 4, 2016 and February 9, 2017. For further details, please refer report on Corporate Governance attached with this annual report.

NOMINATION AND REMUNERATION COMMITTEE

As on March 31, 2017, 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 March 31,2017 the Committee met 1 [once] on May 30, 2016. For further details, please refer report on Corporate Governance of this annual report.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE (CSR COMMITTEE)

As on March 31,2017, the CSR Committee comprised of Dr. Raj Kamal Agarwal, Independent Director, as Chairman and Ms. Sminu Jindal, Managing Director and Shri Neeraj Kumar, Group CEO & Whole-time Director as other members. The Composition of the CSR Committee is in conformity with requirements of the Companies Act, 2013. During the year ended March 31,2017 the Committee met 1 [once] on March 31, 2017.

VIGIL MECHANISM

The Vigil Mechanism of the Company, which also incorporates a whistle blower policy in terms of the SEBI Listing Regulations. 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.

The Policy on vigil mechanism and whistle blower may be accessed on the Company’s website at the link: http://www.jindalsaw.c0m/pdf/vigil-mechanism-p0licy.p df

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 recipient are provided in the standalone financial statements [Please refer to Notes 7,8 and 16 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 in the statement annexed hereto as Annexure 3.

EXTRACT OF ANNUAL RETURN

Extract of Annual Return of the Company is annexed herewith as Annexure 4 to this annual report.

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 5.

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 6.

BUSINESS RESPONSIBILITY REPORT

As per regulation 34[f] of SEBI Listing Regulations, the annual report shall contain business responsibility report [BRR] describing the initiatives taken by the Company from environmental, social and governance perspective. Having regard to the green initiative, the BRR is made available on the Company’s website at www.jindalsaw.com

23. PUBLIC DEPOSITS

During the year ended March 31, 2017, the Company had not accepted any public deposits and no amount on account of principal or interest on public deposits was outstanding as on March 31, 2017.

24. GOODS AND SERVICES TAX (GST)

The introduction of Goods and Services Tax [GST] is a very significant step in the field of indirect tax reforms in India. By amalgamating a large number of Central and State taxes into a single tax, it would mitigate cascading or double taxation in a major way and pave the way for a common national market.

The transition to GST scenario is a major change process and the Company has established a dedicated team to evaluate the impact analysis and carry out changes to the business process & IT systems as per the GST framework.

25. 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 is no such significant material orders passed by the regulators or courts or tribunals impacting the going concern status and Company’s operations in future.

26. 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 a Committee as required. No complaint of sexual harassment was received during the year.

27. 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 Prithvi Raj Jindal

Date : August 3,2017 Chairman

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Mar 31, 2015

Dear Members,

The Directors are pleased to present the 30th Annual Report and Audited Statement of Accounts of the Company for the year ended 31st March, 2015.

1. FINANCIAL RESULTS (Rs. in crores)

PARTICULARS Current Year Previous Year Ended Ended 31st March, 31st March, 2015 2014

Gross Revenue from Operations 6,890.73 5,783.94

Profit before Finance Costs, 994.41 703.65 Depreciation and Exceptional Items

Less:

- Finance Costs 281.91 226.19

- Depreciation & Amortisation 249.16 212.75

- Exceptional Items 53.08 73.92

Profit before tax 410.26 190.79

Tax expense 147.73 46.52

Profit after tax 262.53 144.27

Previous Year Taxation Adjustments 0.02 24.15

Foreign Exchange Translation Difference (0.10) (0.11)

Less: Depreciation on assets where remaining useful life of assets is nil as per Companies Act, 2013 (net of 10.71 - deferred tax of Rs. 566.83 lacs)

Add: Balance brought forward from 202.25 197.78 previous Year

Total amount available for appropriation 453.99 366.09

Less : Appropriations :

(a) Transfer to General Reserve 180.00 100.00

(b) Proposed dividend on Equity Shares 29.00 27.62

(c) Corporate Tax on dividends 5.90 4.70

(d) Debenture Redemption Reserve 23.17 31.52

Balance carried to Balance Sheet 215.92 202.25

2. REVIEW OF OPERATIONS

Products Qty Produced (MT/Lacs) Qty. Sold (MT/Lacs) 2014-15 2013-14 2014-15 2013-14

Pipes & 8.76 7.98 8.53 8.14 Pig Iron

Pellets 12.00 7.18 1 1.95 6.95

The Financial year 2014-15 has witnessed an improvement in production and sales volumes as compared to financial year 2013-14. The gross revenue has registered an increase of 19% and the Profit after Tax (PAT) has shown an increase of 82% over financial year 2013-14 mainly because of higher margin in large dia pipes and higher sales volumes of pellets. The Company expects further improvements in coming quarters/years through focus on various measures to improve productivity, efficiency and profitability. Following is the review of various Products.:

Welded Line Pipes (SAW Pipes) Strategic Business Division: This business has witnessed an improvement in production and sales volumes as compared to previous year. The Company expects further improvement in the pipe business backed by orders in hand with a mix of exports and domestic orders.

Ductile Iron Pipes & Fittings (DI Pipes) Strategic Business Division: During the year the finishing production capacity was aligned to match with the hot metal capacity to cater the additional demand of pipes. This has resulted into higher production and higher sales of DI pipes during 2014-15 as compared to 2013-14. The Company is further increasing/ improving finishing line capacity of DI pipes. The Company expects further improvements in production and sales in financial year 2015-16.

Seamless Tubes & Pipes (Seamless Pipes) Strategic Business Division: The production level of seamless pipes during 2014-15 was almost same as in 2013-14. However, the sales volume has declined marginally. The demand of seamless tubes and pipes remained subdued in line with the weaker trend in Oil & Gas markets. Falling oil prices have adverse effect on demand of OCTG products. The Company is exploring new markets and developing new product range to take care of adverse business environment.

Mining and Pellet Strategic Business Division: The production of pellets has stabilized and the plant capacity utilization was at 100%. The Company would focus on improving the productivity through efficiency in production process and by setting-up balancing equipments for better yield.

3. DIVIDEND

The Board has, subject to the approval of members at the ensuing annual general meeting, recommended a dividend of Rs. 1/- per equity share of Rs. 2/- for the year ended 31st March, 2015.

The Board''s recommendation for a stable and steady dividend is linked to Company''s long term requirements of funds for meeting the working capital needs, capital expenditures for its growth plans & modernization and to finance such plans by retaining back the profits.

Together with the corporate tax on dividend, the total outflow on account of equity dividend is Rs.34.90 crores.

4. TRANSFER TO RESERVES

Your Board has proposed to transfer Rs. 180.00 crores and Rs. 23.17 crores to General Reserve and Debenture Redemption Reserve respectively.

5. SHARE CAPITAL

Your Directors have allotted 4,35,30,596 Compulsorily Convertible Debentures (CCDs) on preferential basis under the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009 at a price of Rs. 81.10 per CCD. Each of these CCDs was to be converted into one equity share of Rs. 2/- each in three tranches. The two tranches of 1,38,08,414 CCDs and 1,44,98,696 CCDs have already been converted into equal number of equity shares on 25.03.2015 and 07.05.2015 respectively. By conversion of these CCDs, the paid-up share capital of Company stands increased to Rs. 60,90,61,262 comprising of30,45,30,631 equity shares of Rs. 2/- each. Remaining 1,52,23,486 CCDs will be converted into equal number of equity shares during the financial year 2016-17.

6. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis, as stipulated under Clause 49 of the Listing Agreement with Stock Exchanges forming part of this report has been given under separate section in the Annual Report.

7. CONSOLIDATED FINANCIAL STATEMENT

In accordance with the Companies Act, 2013 ("the Act") and Accounting Standard (AS) - 21 on Consolidated Financial Statements read with AS - 23 on Accounting for Investments in Associates and AS - 27 on Financial Reporting of Interests in Joint Ventures, the audited consolidated financial statement are provided in the Annual Report.

8. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

During the year under review, companies listed in Annexure 1 to this Report have become or ceased to be Company''s subsidiaries, joint ventures or associate companies. A report on the performance and financial position of each of the subsidiaries, associates and joint venture companies as per the Companies Act, 2013 is provided as form AOC-1 to the consolidated financial statement and hence not repeated here for the sake of brevity.

The policy for determining material subsidiaries as approved may be accessed on the Company''s website at the link: http://www.jindalsaw.com/pdf/Policy%20for% 20Determining%20Material%20Subsidiaries.pdf

9. 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, 2015, the applicable accounting standards had 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, 2015 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.

10. DIRECTORS AND KEY MANAGEIAL PERSONNEL

Ms. Sminu Jindal, Managing Director (DIN: 00005317) and Shri Neeraj Kumar, Group CEO and Whole-time Director (DIN: 01776688) of the Company, retire by rotation and, being eligible, offer themselves for re-appointment.

Shri Hawa Singh Chaudhary (DIN: 00041370) has been re-appointed as Whole-time Director for a further period of 2 years w.e.f. 1st November, 2015 by the Board of Directors subject to approval of the shareholders. The Company has received the notices under section 160 of the Companies Act, 2013 along with deposit of requisite amount from the shareholders proposing the candidature of Shri Hawa Singh Chaudhary (DIN: 00041370) for the office of the Whole- time Director of the Company.

As per section 134(3)(q) of the Companies Act, 2013 read with rule 8(5) of Companies (Accounts) Rules 2014, detail of directors or Key Managerial Personnel who were appointed and resigned during the year are given below:-

During the year Ms. Tripti Puneet Arya (DIN: 00371397) and Ms. Shradha Jatia (DIN: 00016940) were appointed as Non-executive Directors of the Company.

Dr. S. K. Gupta (DIN: 00011138), Shri Devi Dayal (DIN: 01083282), Shri Girish Sharma (DIN: 05112440), Dr. Raj Kamal Agarwal (DIN: 00005349) and Shri Ravinder Nath Leekha (DIN: 00888433), Independent Directors of the Company, were appointed as Independent Directors under section 149 of the Companies Act, 2013 and Clause 49 of the Listing Agreement for a period upto 5 years.

In order to broad base the Board, the Directors on 10th July, 2015 appointed Shri Abhiram Tayal (DIN: 00081453) (Independent Director) as additional Director. As per the provisions of section 161 of the Companies Act, 2013, he holds office up to the ensuing annual general meeting.

Shri Indresh Batra (DIN: 00093471) had resigned from the office of Managing Director w.e.f. 17th May, 2014 and Shri Sanjeev Shankar (DIN:06872929) and Shri Kuldip Bhargava (DIN:00011103) resigned from the office of Director w.e.f. 1st May, 2015 and 15th July, 2015 respectively due to their pre-occupation.

The Board places on record its appreciation for the services rendered by Shri Indresh Batra, Shri Sanjeev Shankar and Shri Kuldip Bhargava during their association with the Company.

Shri Narendra Mantri has been designated as Chief Financial Officer of the Company w.e.f. 27th July, 2015 in place of Shri Naresh Kumar Agarwal, who has moved to other position in the Company.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under section 149(6) of Companies Act, 2013 and Clause 49 of the Listing Agreement with the Stock Exchanges.

11. 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. This may be accessed on the Company''s website at the link: http://www.jindalsaw.com/pdf/Criteia%20for%20Pe rformance%20Evaluation.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 with the Company, 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 uploded on the website of the Company at the link: http://www.jindalsaw.com/pdf/Familiarization%20Prog ramme%20for%20Independent%20Directors.pdf

12. CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirement set out by Stock Exchanges. The report on Corporate Governance as stipulated under the Listing Agreement forms an integral part of this Report. The requisite certificate from the Auditors of the Company confirming compliance with the conditions of corporate governance is attached to the report on Corporate Governance.

13. CREDIT RATING

During the year, your company''s credit rating is "CARE AA(-)" for the long-term borrowings and short-term borrowings is "CARE A1( )" by Credit Analysis & Research Limited (''CARE'').

14. CONTRACTS AND ARRANGEMENT WITH RELATED PARTIES

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm''s length basis. During the year, the Company had not entered into any material contract / arrangement / transaction with related parties.

The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Company''s website at the link: http://www.jindalsaw.com/Common/Uploads/Con tentTemplate/140_Download_RELATEDPARTYTRANS ACTIONPOLICY.pdf

Your Directors draw attention of the members to Note 44 to the financial statement which sets out related party disclosures.

15. CORPORATE SOCIAL RESPONSIBILTY (CSR)

The Corporate Social Responsibility Committee (CSR Committee) formulated and recommended to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, which has been approved by the Board.

The CSR Policy may be accessed on the Company''s website at the link: http://www.jindalsaw.com/CSR%20Policy/HEAD_T

M___93. The key philosophy of all CSR initiatives of the Company is driven by core value of inclusion.

The Company is committed to ensure that all development activities/initiatives undertaken in the field of education, health care, sanitation, community welfare, skill development, employment generation, infrastructure development, promotion of national heritage and culture etc. are accessible to most marginalized segment of societies such as children, women, elderly and those with disabilities.

The Company would also undertake other initiatives in compliance with Schedule VII to the Act.

During the year the Company has spent Rs. 5.25 crores on CSR activities.

The Annual Report on CSR Activities is annexed herewith as Annexure 2.

16. RISK MANAGEMENT

During the year, your Directors have constituted 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. A 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 behaviors together form the Management System that governs how the Company conducts the business and manages associated risks.

17. INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operation was observed.

18. AUDITORS & THEIR REPORT

A. STATUTORY AUDITORS

M/s N.C.Aggarwal & Co., Chartered Accountants (Registration No. 003273N), Auditors of the Company retire at the ensuing annual general meeting, and, being eligible, offer themselves for re-appointment. The Company has received confirmation from M/s N.C. Aggarwal & Co., regarding their consent and eligibility under Sections 139 and 141 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 for appointment as the Auditors of the Company. As required under Clause 41 of the Listing Agreement, the Auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

Auditors'' remarks in their report read with the notes to accounts referred to by them are self-explanatory.

B. 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, 2016. Further, their remuneration will be subject to ratification by shareholders.

The Company has submitted Cost Audit Report and other documents for the year ended 31st March 2014 with the Central Government by filing Form A-XBRL on 24th September, 2014

C. SECRETARIAL AUDITOR

The Board had appointed Shri S. K. Gupta of M/s. S. K. Gupta & Co., Company Secretaries, to conduct Secretarial Audit of the Company for the financial year 2014-15. The Secretarial Audit Report for the financial year ended March 31, 2015 is annexed herewith marked as Annexure-3 to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

19. DISCLOSURE

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE (CSR COMMITTEE)

The CSR Committee presently comprises of Dr. Raj Kamal Agarwal, Independent Director, as Chairman and Ms. Sminu Jindal, Managing Director and Shri Neeraj Kumar, Group CEO & Whole-time Director as other members.

AUDIT COMMITTEE

The Audit Committee presently comprises of Independent Directors namely, Dr. Raj Kamal Agarwal (Chairman), Dr. S. K. Gupta, Shri Devi Dayal, Shri Ravinder Nath Leekha, Shri Girish Sharma and Shri Neeraj Kumar, Group CEO & Whole-time Director as other members. Shri Kuld ip Bhargava (Chairman) of the committee had resigned from the directorship of the Company w.e.f. 15th July, 2015 and accordingly, ceased to be Chairman of the Audit Committee.

VIGIL MECHANISM

The Vigil Mechanism of the Company, which also incorporates a whistle blower policy in terms of the Listing Agreement. 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.

The Policy on vigil mechanism and whistle blower may be accessed on the Company''s website at the link: http://www.jindalsaw.com/Common/Uploads/Con tentTemplate/139_Download_WhistleBlowerPolicy. pdf

MEETINGS OF THE BOARD

Six meetings of the Board of Directors were held during the year. For further details, please refer report on Corporate Governance of this Annual Report.

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 recipient are provided in the standalone financial statement (Please refer to Note Nos 12, 13, 14, 18 & 54 to the standalone financial statement).

PARTICULARS REGARDING CONSERVATION OF ENERGY, ETC.

Information persuant 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 in the statement annexed hereto as Annexure-4

EXTRACT OF ANNUAL RETURN

Extract of Annual Return of the Company is annexed herewith as Annexure-5 to this Report.

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-6.

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-7.

20. PUBLIC DEPOSITS

The Company has discontinued its Public Fixed Deposit Scheme w.e.f. 1st April, 2014 and repaid all the Public Fixed Deposits and interest thereon by 31st March, 2015.

21. 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 is no such significant material orders passed by the regulators or courts or tribunals impacting the going concern status and company''s operations in future.

22. THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

Company has adopted a policy for prevention of Sexual Harassment of Women at workplace and has formed a Committee for implementation of said policy. No complaint of harassment was received during the year.

23. 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 Prithvi Raj Jindal Date: 27th July, 2015 Chairman

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Mar 31, 2014

The Members,

The Directors are pleased to present the 29th Annual Report and Audited Statement of Accounts of the Company for the year ended 31st March, 2014.

1. FINANCIAL RESULTS

PARTICULARS Year Ended Year Ended 31st March, 2014 31st March, 2013 (Rs. in crores) (Rs. in crores)

Gross Sales & Income from Operations 5,783.94 5,760.03

Profit before Finance Costs, Depreciation and Exceptional Items 703.65 685.19

Less:

- Finance Costs 226.19 150.08

- Depreciation 212.75 154.95

- Exceptional Items 73.92 114.24

Profit before Tax 190.79 265.92

Tax expense 46.52 72.51

Profit after Tax 144.27 193.41

Previous Year Taxation Adjustments 24.15 (0.53)

Foreign Exchange Translation Difference (0.11) (0.05)

Add: Balance brought forward from previous Year 197.78 168.79

Total amount available for appropriation 366.09 361.62

Less : Appropriations :

(a) Transfer to General Reserve 100.00 100.00

(b) Proposed dividend on Equity Shares 27.62 27.62

(c) Corporate Tax on dividends 4.70 4.70

(d) Debenture Redemption Reserve 31.52 31.52

Balance carried to Balance Sheet 202.25 197.78

2. REVIEW OF OPERATIONS

Products Qty Produced (MT/Lacs) Qty. Sold (MT/Lacs) 2013-14 2012-13 2013-14 2012-13

Pipes & Pig 7.98 8.80 8.14 8.80

Iron

Pellets 7.18 NIL 6.95 NIL

Pipe segment has witnessed some weakness specifically in Large Dia Pipe Segment (LSaw/ HSaw). Further, the Company has reported marginal decrease of app. 2% in Net Revenue from operations but the Profit after tax decreased by app. 25.39% primarily on account of higher finance costs, depreciation etc. With increasing order book and addition of Pellet in product portfolio, the operations are expected to improve. Following is the review of various Product segments:

Large Dia Pipe Segment (LSaw/ HSaw) Strategic Business Unit: The segment witnessed lower performance during the year 2013-14 due to weaker market conditions resulting in lower capacity utilization, production, sales and hence profitability. However, the Company expects improvement in business and operations in the year 2014-15 onwards backed by growing order book with a mix of exports and domestic orders from hydrocarbon and water sector.

Ductile Iron Pipes (DI Pipes) and Pig Iron Strategic Business Unit: The segment witnessed higher production of DI pipes and Pig Iron as additional capacity have ramped up during the year 2013-14. The new facility is now stabilizing and production and sales are expected to ramp up fully during the year 2014-15. The company has good order book in DI Pipe Segment.

Seamless Pipes Strategic Business Unit: The activities in Seamless pipes & tubes segment were marginally better in year 2013-14 than the year 2012-13. Seamless pipe business also seen issues related to dumping of pipes by Chinese suppliers in India and USA initiating anti dumping process against various countries including India. The issues are still to be finally concluded. The Company is exploring new markets as well as developing value added products for domestic and global customers.

Iron Ore Mines and Pellet Strategic Business Unit: The Company has commenced and ramped up the operations in this segment. Pellet plant has achieved 100% capacity utilization. The Company would focus on optimizing the operations and profitability.

3. DIVIDEND

The Board has, subject to the approval of members at the ensuring Annual General Meeting, recommended a dividend of Rs. 1/- per equity share of Rs. 2/- for the year ended 31st March, 2014.

The Board''s recommendation for a stable and steady dividend is linked to Company''s long term requirements of funds for meeting the working capital needs, capital expenditures for its growth plans & modernization and to finance such plans by retaining back the profits.

Together with the corporate tax on dividend, the total outflow on account of equity dividend is Rs. 32.32 crores.

4. MANAGEMENT DISCUSSION AND ANALYSIS AND CORPORATE GOVERNANCE

A separate report on Management Discussion and Analysis is enclosed as a part of the Annual Report.

Another report provides information / status on the Corporate Governance.

5. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 217(2AA) of the Companies Act, 1956 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, 2014, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b. that the Directors 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 or loss of the Company for the year under review ;

c. that the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. that the Directors had prepared the accounts for the financial year ended 31st March, 2014 on a ''going concern'' basis.

6. DIRECTORS

Sh. Prithvi Raj Jindal, Director of the Company, retires by rotation and, being eligible, offers himself for re-appointment.

Dr. S. K. Gupta, Sh. Devi Dayal, Sh. Girish Sharma, Sh. Kuldip Bhargava, Dr. Raj Kamal Agarwal, Sh. Ravinder Nath Leekha, Independent Directors of the Company, are being appointed as Independent Director under section 149 of the Companies Act, 2013 and Clause 49 of the Listing Agreement for a period upto 5 years.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 and under Clause 49 of the Listing Agreement with the Stock Exchanges.

Sh. Hawa Singh Chaudhary has been re-appointed as Whole-time Director for a further period of 2 years w.e.f. 01.11.2013 by the Board of Directors subject to approval of the shareholders.

In order to broad base the Board, the Directors in their meeting held on 17th May, 2014 appointed Ms. Tripti Puneet Arya and Sh. Sanjeev Shankar (Independent Director) as additional directors and in their meeting held on 24th July, 2014 appointed Ms. Shradha Jatia as an additional director. As per the provisions of section 161 of the Companies Act, 2013, they hold office up to the conclusion of ensuing Annual General Meeting.

The Company has recieved the notices under section 160 of the Companies Act, 2013 along with deposit of requsite amount from the shareholders proposing the candidature of above Directors for the office of the Directors of the Comapny.

Sh. Indresh Batra has resigned from the office of Managing Director w.e.f. 17th May, 2014. The Board places on record its appreciation for the servies rendered by Sh. Indresh Batra during his association with the Company.

7. AUDITORS & THEIR REPORT

M/s N. C. Aggarwal & Co., Chartered Accountants, Auditors of the Company retire at the ensuing Annual General Meeting, and, being eligible, offer themselves for re-appointment.

Auditors'' remarks in their report read with the notes to accounts referred to by them are self-explanatory.

8. COST AUDIT

Pursuant to Section 233 B of the Companies Act, 1956, the Board, subject to the approval of Central Government, has re-appointed M/s. R. J. Goel & Co., Cost Accountants, to audit the Cost Accounts of the Company for the year ended 31st March, 2015. Further, their remuneration will be subject to approval of shareholders.

The Company has submitted Cost Audit Report and other documents for the year ended 31st March 2013 with the Central Government by filing Form–1 on 12th November, 2013.

9. PUBLIC DEPOSITS

The Company had repaid the deposits matured during the year except unclaimed deposits aggregating Rs. 99.16 Lacs at the end of the year. The Board of Directors of the Company in its meeting held on 17th may, 2014 decided not to accept any fresh or renew the public deposit and all existing public deposit will be repaid by 31st March, 2015.

10. PARTICULARS REGARDING CONSERVATION OF ENERGY, ETC.

Information in accordance with the provision of Section 217(1)(e) of Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 regarding conservation of energy, technology absorption and foreign exchange earnings and outgo are given in the statement annexed hereto.

11. SUBSIDIARY COMPANIES

The prescribed particulars relating to subsidiaries are being provided in this Annual Report. However, pursuant to circular No. 2/2011 dated 8th February, 2011 issued by the Ministry of Corporate Affairs, the Balance Sheet and Statement of Profit & Loss of the subsidiaries are not attached herewith. Any member interested in obtaining such particulars may write to the Company Secretary at Jindal Centre, 12, Bhikaiji Cama Place, New Delhi – 110 066.

12. PERSONNEL

The industrial relations remained cordial throughout the year. The details of employees under provision of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended, are annexed hereto.

13. 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. We 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 Prithvi Raj Jindal

Dated: 24th July, 2014 Chairman

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Mar 31, 2013

To The Members,

The Directors are pleased to present the 28th Annual Report and Audited Statement of Accounts of the Company for the year ended 31st March, 2013.

1. FINANCIAL RESULTS

PARTICULARS Year Ended Year Ended 31st March, 2013 31st March, 2012 (Rs. in crores) (Rs. in crores)

Gross Sales & Income from Operations 5760.03 5379.96

Profit before Interest, Depreciation and Exceptional Items 685.19 727.36

Less:

- Interest 150.08 113.93

- Depreciation 154.95 149.66

- Exceptional Items 114.24 140.80

Profit before tax 265.92 322.97

Tax Expenses 72.51 98.78

Profit After tax 193.41 224.19

Add: Balance brought forward from previous year 168.79 144.42

Foreign Exchange Translation Difference (0.05) (0.13)

Previous year Tax Adjustments (0.53) 2.01

Total amount available for appropriation 361.62 370.49

Less: Appropriations

(a) Transfer to General Reserve 100.00 150.00

(b) Proposed dividend on Equity Shares 27.62 27.62

(c) Corporate Tax on dividend 4.70 4.48

(d) Debenture Redemption Reserve 31.52 19.60

Balance carried to Balance Sheet 197.78 168.79

2. REVIEW OF OPERATIONS

The sales break up for the year 2012-13 is given here under :-

Products Quantity Sold Values (MT) (Rs. in crores)

Large Dia Pipes

- L Saw 3,26,361 240.46

- H Saw 1,67,557 93.96

Ductile Iron Pipes 2,25,593 1,16.00

Pig Iron 44,834 12.50

Seamless Tubes 1,15,256 96.40

Total 8,79,601 5,59.32

Geographical Break up

- Sale in India - 39% - Sale outside India - 61%

The Company produced 8,80,822 MT pipes in 2012-13 as against 854,880 MT in 2011-12.

Saw Pipe Segment : Sale under this segment remained volatile from quarter to quarter on account of the delivery schedules of the buyers as well as lower order book. The operating profit remained under pressure largely due to significant competition and poor demand conditions in domestic and international markets.

DI Pipe Segment : Ductile Iron (DI) pipes segment has seen improved performance which is likely to continue. Small DI pipe facility with blast furnace capacity of approx. 2,00,000 MTPA was put to commercial operation in the quarter ended 31st March 2013. Production has started and the capacity is being gradually ramped up as the production process gets stabilised. The Coke Oven facility and the incremental captive power generation facility related to the DI plant will be commissioned in 2013-14. These facilities are expected to stabilise in the coming months.

Seamless Segment : This segment has witnessed weaker demand, production and sales. The situation is expexted to improve gradually in domestic and export market.

Mining : Operations have commenced in FY 2012-13 and we produced 212,487 MT of concentrate, a part of which was used captively. The beneficiation has resulted in improvement in Fe content. However, the material still needs stability in composition. Mining operation along with pellets expected to bring benefits from the year 2013-14.

3. DIVIDEND

The Board has, subject to the approval of Members at the ensuring annual general meeting, recommended a dividend of Rs. 1/- per equity share of Rs. 2/- for the year ended 31st March, 2013.

The Board''s recommendation for a stable and steady dividend is linked to Company''s long term requirements of funds for meeting the working capital needs, capital expenditures for its growth plans & modernization and to finance such plans by retaining back the profits.

Together with the corporate tax on dividend, the total outflow on account of equity dividend is Rs. 32.32 crores.

4. MANAGEMENT DISCUSSION AND ANALYSIS AND CORPORATE GOVERNANCE

A separate report on Management Discussion and Analysis is enclosed as a part of the Annual Report.

Another report provides information / status on the Corporate Governance.

5. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 2I7(2AA) of the Companies Act, 1956 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, 2013, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b that the Directors 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 or loss of the Company for the year under review ;

c. that the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. that the Directors had prepared the accounts for the financial year ended 31st March, 2013 on a ''going concern'' basis.

6. DIRECTORS

Shri Devi Dayal, Dr. Raj Kamal Agarwal and Shri Kuldip Bhargava retire by rotation and, being eligible, offer themselves for re-appointment.

The Board of Directors appointed Shri Neeraj Kumar as an additional director and designated as Group CEO & Whole-time Director in their meeting held on 27th May, 2013. As per the provisions of section 260 of the Companies Act, 1956 he holds office up to the conclusion of ensuring annual general meeting. The Company has received a notice under section 257 of the Companies Act, I956 from a shareholder proposing his candidature to the office of Director of the Company. He will not be liable to retire by rotation.

7. AUDITORS & THEIR REPORT

M/s N. C. Aggarwal & Co., Chartered Accountants, Auditors of the Company retire at the ensuing annual general meeting, and, being eligible, offer themselves for re-appointment.

Auditors'' remarks in their report read with the notes to accounts referred to by them are self-explanatory.

8. COST AUDIT

Pursuant to Section 233 B of the Companies Act, I956, the Board, subject to the approval of Central Government, has re-appointed M/s. R. J. Goel & Co., Cost Accountants, to audit the Cost Accounts of the Company for the year ended 31st March, 2014.

The Company has submitted Cost Audit Report and other documents for the year ended 31st March 2012 with the Central Government by filing Form-1 on 15.01.2013.

9. PUBLIC DEPOSITS

The Company had repaid the deposits matured during the year except unclaimed deposits aggregating Rs. 2.14 crore at the end of the year.

10. PARTICULARS REGARDING CONSERVATION OF ENERGY, ETC.

Information in accordance with the provision of Section 2I7(I)(e) of Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, I988 regarding conservation of energy, technology absorption and foreign exchange earnings and outgo are given in the statement annexed hereto.

11. SUBSIDIARY COMPANIES

The prescribed particulars relating to subsidiaries are being provided in this Annual Report. However, pursuant to circular No. 2/2011 dated 8th February, 2011 issued by the Ministry of Corporate Affairs, the balance sheet and statement of profit & loss of the subsidiaries are not attached herewith. Any member interested in obtaining such particulars may write to the Company Secretary at Jindal Centre,I2, Bhikaiji Cama Place, New Delhi-110 066.

12. PERSONNEL

The industrial relations remained cordial throughout the year. The details of employees under provision of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended, are annexed hereto.

13. 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. We 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 Sminu Jindal H. S. Chaudhary

Dated: 27th May, 2013 Managing Director Whole-time Director

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Mar 31, 2012

The Members,

The Directors are pleased to present the 27th Annual Report and Audited Statement of Accounts of the Company for the year ended 31 st March, 2012.

I. FINANCIAL RESULTS

Current Year Previous Year Ended Ended

Particulars 31st March, 2012 31 st March, 2011 (Rs. in crores) (Rs. in crores)

Gross Sales & Income from Operations 5379.96 4351.26

Profit before Interest and Deprecation 586.56 893.12

Less:

-Interest 113.93 151.00

-Deprecation 149.66 136.66

Profit before tax 322.97 605.46

Provision for Income Tax 98.78 141.39

Net Profit After tax 224.19 464.07

Previous Year Adjustments 2.01 (2.51)

Foreign Exchange Translation Difference (0.13) 0.01

Add: Balance brought forward from previous Year 144.42 219.12

Total amount available for appropriation 370.49 680.69

Less: Appropriations:

(a) Transfer to General Reserve 150.00 400.00

(b) Interim Dividend on Preference shares paid - 3.57

(c) Corporate Tax on above - 0.59

(d) Proposed dividend on Equity Shares 27.62 27.62

(e) Corporate Tax on dividends 4.48 4.49

(f) Capital Redemption Reserve - 100.00

(g) Debenture Redemption Reserve 19.60 -

Balance earned to Balance Sheet 168.79 144.42

2. REVIEW OF OPERATIONS

The sales break up for the year 2011 -12 is given hereunder:

Products Quantity Sold Values (MT)-app. (Rs. in crores)

—LSaw 3,00,000 2147

-H SAW 1,40,000 702

- Ductile Iron Pipes Pig Iron 2,27,000 1098

- Seamless Tubes 1,44,000 1251

Total 8,11,000 5198

Geographical Break up

-Sale in India -47%

- Sale outside India -53%

The Company produced app. 855000 MT pipes in FY 2011-12 as against 693000 MT in 2011-11 which is higher by app. 23%

Saw Pipe Segment: Sales under this segment remained volatile from quarter to quarter on account of the deliver/ schedules of the buyers as Jell as sales to new/first time customers where approvals for various stages took more than projected time. The operating profit (EBITDA) in Lange Diameter pipes remained under pressure largely due to significant competition, poor demand conditions in domestic and international markets and rising transportation costs.

DI Segment: The Company continued experiencing pressure of lower realization, higher coking coal prices and inconsistent availability of Iron Ore. Partial impact of higher coking coal may also be seen in Ql of FY 2012-13. The coking coal prices have already started softening and the impact on operations would be seen gradually.

Seamless Segment: This segment remained stable and we expect the improvement in production from FY 2012-13. Drill pipe unit has already received API approval and we are now looking at securing orders for the same.

3. DIVIDEND

The Board has, subject to the approval of Members at the ensuing annual general meeting recommended a dividend of Rs. 1 /- per equity share of Rs. 21- for the year ended 31 st March, 2012.

The Board's recommendation for a stable and steady dividend ,s linked to Company's long term requirements of funds for meeting the working capital needs, capita expenditures for its growth plans & modernization and to finance such plans by retaining back the profits.

Together with the corporate tax on dividend, the tota outflow on account of equity dividend is Rs. 32.10 crores.

4. DEMERGER OF INVESTMENT DIVISION

The Scheme of Arrangement and Demerger (Scheme) entailing de-merger of Investment Undertaking of the Company into HexaTradex Limited (HTL) was sanctioned by the Hon'ble High Court of judicature at Allahabad. The Scheme has become effective from November 5, 2011 on filing the same with the Registrar of Companies, UP.

As per the said Scheme, with effect from the Appointed Date i.e. 1st January, 2011, the Investment Undertaking stands transferred to and vested in HTL on a going concern basis pursuant to the provisions contained in Sections 391 to 394 and other app'cable provisions of the Companies Act 1956. The effect of the Scheme has been given in the financial results for the year ended 31 st March, 2012.

5. MANAGEMENT DISCUSSION AND ANALYSIS AND CORPORATE GOVERNANCE

A separate report on Management Discussion and Analysis ,s enclosed as a part of the Annual Report.

Another report provides information / status on the Corporate Governance.

6. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 217(2AA) of the Companies Act, 1956 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 31 st March, 2012, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b. that the Directors had selected such accounting polices 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 or loss of the Company for the year under review;

c. that the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. that the Directors had prepared the accounts for the financial year ended 31st March, 2012 on a 'going concern'basis.

7. DIRECTORS

Smt Savitr, Dev, jindal and Dr. S. K. Gupta retire by rotation and, being eligible, offer themselves for re-appointment

Shri, Indresh Batra has been reappointed as Managing Director for a further period of 5 years w.e.fi 28.04.2012 by the Board of Directors subject to approval of the shareholders.

Shri, H. S. Chaudhary has been re-appointed as Whole Director for a further period of 2 years w.e.fi 01.1 1.2011 by the Board of Directors subject to approval of the shareholders.

In order to broad base the Board, the Board of Directors appointed Shr, Girish Sharma as an additional director in their meeting held on 30th May, 2012. As per the provisions of section 260 of the Companies Act, 1956 he holds office up to the conclusion of ensuing annual general meeting. The Company has received a notice under section 257 of the Companies Act, 1956 from a shareholder proposing his candidature to the office of Director of the Company

8. AUDITORS &THEIR REPORT

M/s. N. C. Aggarwal & Co., Chartered Accountants, Auditors ofthe Comply retire at the ensuing annual general meeting, and, being eligible, offer themselves for reappointment.

Auditors' remarks in their report read with the notes to accounts referred to by them are self-explanator/.

9. COST AUDIT

Pursuant to Section 233 B ofthe Companies Act, 1956, the Board, subject to the approval of Central Government; has reappointed M/s. R j. Goel & Co., Cost Accountants; to audit the Cost Accounts ofthe Company for the year ended 31st March, 201 3.

The Company has submitted Cost Audit Report and other documents for the year ended 31 st March, 2011 with the Central Government by filing Form-1 for all the units as under.

S.No. Location Name of Unit Date of filing

1. NanakapayaUnit JCO-I 30.09.2011

JCO-III 30.09.2011

2. Samagogha Unit JCO-II 30.09.2011 Spiral-I&II 30.09.2011 DISP 18.11.2011

3. Bellary Spiral & 18.11.2011 Coating

4. Kosi LSAW& 18.11.2011 Coating

5. Nasik Seamless 18.11.2011

10. PUBLIC DEPOSITS

The Company had repaid the deposits matured during the year except unclaimed deposits aggregating Rs. 158.75 lacs attheendoftheyear.

II. PARTICULARS REGARDING CONSERVATION OF ENERGY, ETC.

Information in accordance with the provision of Section 2l7(l)(e) of Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 regarding conservation of energy, technology absorption and foreign exchange earnings and outgo are given in the statement annexed hereto.

12. SUBSIDIARY COMPANIES

The prescribed particulars relating to subsidiaries are being provided in this Annual Report However, pursuant to circular No. 2/2011 dated 8th February, 2011 issued by the Ministry of Corporate Affairs, the balance sheet and statement of profit & loss of the subsidiaries are not attached herewith. Any member interested in obtaining such particulars may write to the Company Secretary at jindal Centre, 12, Bhika, Cama Place, New Delhi-110 066.

13. PERSONNEL

The industrial relations remained cordial throughout the year. The details of employees under the provision of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended are not being sent to members of the Company. Any member interested in obtaining such particulars may write to the Company Secretary at jindal Centre, 12, Bhika, Cama Place, New Delhi-1 10 066.

15. ACKNOWLEDGEMENT

Your Directors express their grateful appreciation to concerned Departments of Central / State Governments, Financial Institutions & Bankers, Customers and Vendors farther 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. We 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 SMINU JINDAL H.S. CHAUDHARY

Date : 30th May, 2012 Managing Director Whole-time Director

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Mar 31, 2010

The Directors are pleased to present the 25th Annual Report and Audited Statement of Accounts of the Company for the period ended 31 st March, 2010.

I. FINANCIAL RESULTS

Current Period Previous Year Ended Ended

Particulars 31st March, 2010 31st Dec, 2008 (15 Months) (12 Months) Rs.in crores Rs.in crores

Gross Sales & Income from Operations 6,974.81 5,161.06

Profit before Interest and Depreciation 1,283.36 710.81

Less:

- Interest 184.18 175.84

- Depreciation 131.27 70.58

Profit before tax 967.91 464.39

Provision for Income Tax and Wealth Tax 244.74 I22.06

Net Profit After tax 723.17 342.33

Debenture Redemption Reserve Written Back 18.75 18.75

Foreign Exchange Translation Difference 0.07 (7.16)

Previous Year Adjustments 7.18 (9.38)

Surplus brought forward on amalgamation 3.49

Add: Balance brought forward from previous Year 218.17 413.30

Total amount available for appropriation 970.83 757.84

Less: Appropriations:

(a) Transfer to General Reserve 700.00 500.00

(b) Interim Dividend on Preference shares paid 9.44 5.66

(c) Corporate Tax on above 1.61 0.96

(d) Proposed dividend on Preference Shares 0.34 2.19

(f) Proposed dividend on Equity Shares 34.53 26.06

(g) Corporate Tax on dividends 5.79 4.80

Balance carried to Balance Sheet 219.12 218.17

2. REVIEW OF OPERATIONS

Your Company reported net sales of Rs. 6,777 crores for the 15 months period ended 31 st March 2010 as against Rs 5,003 crores for the 12 months period ended 31st December, 2008 showing a pro-rata increase of 8.4%. However, operating margins (EBITDA) increased by 44.5% on pro-rata basis showing an all round increase in profitability at operating level. The profit after tax also increased to Rs. 723 crores as against Rs 342 crores in the similar period showing a pro-rata increase of app. 69%. The higher profitability could have been achieved due to efficient operations, controls on the overheads, optimization of financial resources and impact of the foreign exchange volatility.

New Projects :

During the reporting period, the Company has commenced operations wrth additional capacities added in the first six months. With these additions production capacity of SAW Pipe division stands at 1840,000 MTPA & the rolling capacity in Seamless Division stands at 250,000 MTPA. The increase in capacity in Seamless Division has been done with technology from SMS Germany which is expected to yield better efficiency in times to come. Your Company has also installed a 7.5 MW(I.5 MWx5 Mills) wind mill power project in Gujarat, in the month of March 2010 which ,is a step towards green energy, a requirement of present time.

Infrastructure Management and Allied Businesses

In 2008, jindal SAW Ltd set-up its subsidiary, jindal ITF Ltd., which owns and operates businesses in three segments of the Indian economy - Infrastructure, transportation and fabrication, identifiable as follows:-

* Water, waste water and solid waste management

* Domestic transport and logistics

* Transportation equipment fabrication

Of the above businesses, only water management and domestic water transport businesses have begun operations. During the 15 months period ended March 31, 2010, jindal lTF had revenues of Rs 236 crores.

A brief of all the projects is given below:

WATER INFRASTRUCTURE

Jindal Water Infrastructure Limited (JWIL) provides "tola water solutions" for potable water, desalination, moving water inland, and waste water management. The over arching focus area for this .SPV will be the fast developing water concession market in India. The target customers for JWIL are Municipal/Urban Local Bodies, Industrial Clusters, SEZ/Builders, etc. JWIL is designing sustainable and innovative solutions to manage public utilities for government bodies in public & private partnership, businesses, industries and SEZs in water and waste water management, on EPC orturnkey models. JWIL is committed towards developing products and processes that are economically viable as well as socially and environmentally acceptable.

The Company is nearing completion of its raw water piping EPC project of Rs. 315 Crores. It is currently implementing a Rs. 20 Crores CETP in Sitarganj, Uttaranchal .in a SPV along with an EPC for supplying water in Angul, Orrisa valuing approx. Rs. 240 Crores. In the current financial year, the Company has bagged two STP projects in Bhavnagar, and Rajkot along with a water supply project in Naya Rajpur, Chattisgarh. It has also been pre qualified for multiple projects both in Municipal as well as in industrial sectors.

WATER TRANSPORTATION

jindal Waterways Ltd. (JWL) ,is focusing on logistics and domestic cargo movement. The strategy is to build a .water bome transportation backbone for initiating domestic cargo moving business. The company started its operation in FY 2007-08 and has the largest fleet in the country. It has already acquired 7 ships and I barge primarily for domestic inter-modal terminal operations. JWL is operating its ships between select terminals and ports having adequate cargo potential. The vessels are being used for container and bulk cargo movement along the east and west coasts. The barge is being utilized for transportation of dry cargo, etc. on the Ganges and Brahmaputra river and other inland waterways besides Bangladesh.

URBAN INFRASTRUCTURE -WASTE TO POWER PROJECT

jindal Urban Infrastructure Limited (JUIL) ,is implementing a Municipal Solid Waste to Power Project in Delhi. The project is housed under a SPV named Timarpur Okhla Waste Management Company Private Ltd. (TOWMCL), which has a 25 years concession for generating and selling power. The project will have a capacity of 20 MW to generate power from MSW supplied by NDMC and

MCD to the plant. The project is currently under implementation and is slated to commence operations by second quarter of 2011. This is the first project of such scale in the country and once implemented, ,it will remove the waste management problems of the Capital significantly.

WAGON MANUFACTURING

jindal Rail Infrastructure Ltd. is aimed at fabrication for transportation sector. In view of the tremendous growth being witnessed in the industrial sphere, and despite the slowdown in the global economic activities, the Indian Growth story remaining intact, the volume of cargo is bound to exceed the presently available infrastructure. Railways are the latest supporter of cargo transportation. The requirement of wagons is envisaged to increase manifold, both by Indian Railways as well as by Private operators. The Company is currently setting up a wagon manufacturing facility at Karjan in Gujarat, with an installed capacity of 3000 wagons p.a. and with an estimated project cost of Rs. I 50 Crores. The total land required for the project i.e. approx 200 bighas, has already been acquired. The project is currently under implementation and will commence operations by December2010.

3. DIVIDEND

The Board has, subject to the approval of Members at the ensuing Annual General Meeting, recommended a dividend of Rupee 1.25 per equity share of Rs. 21- for the period ended 3 I st March, 2010 (Previous year Rs. 5.00 per equity share of Rs. 10/-).

The Boards recommendation for a stable and steady dividend ,is linked to Companys long term requirements of funds for meeting the working capital needs, capital expenditures for its growth plans & modernization and to finance such plans by retaining back the profits.

Together with the corporate tax on dividend, the total outflow on account of equity dividend is Rs. 40.26 crores.

4. CONVERSION OF FCCBs

67900 FCCBs of JPY 1,00,000 each aggregating to JPY 6790 million were outstanding as on 3 I st March, 2010. These are convertible till 24th June, 2011 at the option of bondholders.

After the close of Financial Year on 31 st March, 2010, the Company has allotted 2612036 equity shares of Rs. 21- each on conversion of 8932 FCCBs at a price of Rs. I 35/-per equity share.

5. SUB-DIVISION OF FACE VALUE / ALLOTMENT OF EQUITY SHARES

With your approval, the face value of equity shares of Rs. 10/- each was sub-divided into equity shares of Rs. 21- each w.e.f. 11th December, 2009

The Company had allotted 2600897 equity shares of Rs. 10/- at a price of Rs. 819/- on conversion of equal number of Compulsorily Convertible Debentures which were allotted on preferential basis.

6. MANAGEMENT DISCUSSION AND ANALYSIS AND CORPORATE GOVERNANCE

A separate report on Management Discussion and Analysis relating to business and economic environment surrounding your Company is enclosed as a part of the Annual Report Another report provides information / status on the Corporate Governance.

7. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 217(2AA) of the Companies Act, 1956 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 31 st March, 2010, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b. that the Directors had selected such accounting polices 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 or loss of the Company for the period under review;

c. that the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. that the Directors had prepared the accounts for the financial period ended 31st March, 2010 on a going concern basis.

8. DIRECTORS

Shri, Kuldip Bhargava and Dr. Raj Kamal Agarwal retire by rotation and, being eligible offer themselves for re-appointment

9. AUDITORS & THEIR REPORT

M/s N. C Aggarwal & Co., Chartered Accountants, Auditors of the Company retire at the end of ensuing Annual General Meeting and, being eligible, offer themselves for re-appointment

Auditors remarks in their report read with the notes to accounts referred to by them are self-explanatory.

10. COST AUDIT

Pursuant to Section 233 B of the Companies Act, 1956 and as per the order of the Central Government, the Company carries out audit of Cost Accounts relating to Steel Tubes and Pipes every year. The Board, subject to the approval of Central Government, has appointed Mr. S.N Balasubramanian, Cost Accountant, to audit the Cost Accounts relating to manufacture of steel tubes and

pipes for the period ended 31 st March, 2010.

11. PUBLIC DEPOSITS

The Company had repaid the deposits matured during the year except unclaimed deposits aggregating Rs.3.04crores at the end of the year.

12. PARTICULARS REGARDING CONSERVATION OF ENERGY ETC.

Information in accordance with the provision of Section 217( I )(e) of Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 regarding conservation of energy, technology absorption and foreign exchange earnings and outgo are given in the statement annexed hereto

13. SUBSIDIARY COMPANIES

The Company has total 18 direct and step down subsidiary companies as on 31 st March, 2010. The members may refer to the Statement under Section 212 of the Companies Act, 1956 and the information on financial of subsidiaries appended to the above statement in this Annual Report for further information of these subsidiaries. The Ministry of Corporate Affairs vide its letter No. 47/397/2010-CL- III dated 18.5.2010 granted the approval to the Company for not attaching the Annual Reports of the subsidiary companies with the Annual Report of the Company for the financial period ended .31st March, 2010.

The members, if they desire, may write to the Company Secretary at Jindal Centre, 12, Bhikaiji Cama Place New Delhi - 110 066 to obtain the copy of the Annua Report of the subsidiary companies.

14. PERSONNEL

The industrial relations remained cordial throughout the year. As required by the provision of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended, the names and other particulars of the employees are set out in Annexure to this Report. However, as per the provisions of Section 219( I )(b)(iv) of the Companies Act, 1956, the Report and the Accounts are being sent to all Members of the Company excluding the aforesaid information. Any member interested in obtaining such particulars may write to the Company Secretary at jindal Centre, 12, Bhikaiji, Cama Place, New Delhi-I 10 066.

15. ACKNOWLEDGEMENT

Your Directors express their grateful appreciation to the 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. We 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

SMINU JINDAL H.S. CHAUDHARY Managing Director Wholetime Director

Place : New Delhi Date : 19th July 2010