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Director's Report
Home >> Markets >> Corporate Information >> Director's Report
JSW Holdings LtdIndustry : Finance & Investments
BSE Code:532642
ISIN Demat:INE824G01012
Book Value(Rs):6,363.55
NSE Symbol:JSWHL
Div & Yield %:0
Market Cap (Rs Cr.):2185.09
P/E(TTM):21.18
EPS(TTM):92.95
Face Value(Rs):10
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Dear Shareholders,

The Board of Directors of your Company take pleasure in presenting the Nineteenth Board Report on the business and operations of your Company, together with Standalone and Consolidated Financial Statements for the year ended 31st March, 2020.

1. Financial Results

Your Company has achieved an excellent financial performance during the financial year 2019-20, which is summarised below:

Particulars

Standalone

Consolidated

F.Y. 2019-20 F.Y. 2018-19 F.Y. 2019-20 F.Y. 2018-19
Total Revenue 12,101.45 10,733.07 12,101.45 10,733.07
Profit before Depreciation & Tax 11,548.12 10,195.41 11,548.12 10,195.41
Less: Depreciation 2.53 3.81 2.53 3.81
Profit before Tax 11,545.59 10,191.60 11,545.59 10,191.60
Less: Tax Expense 1,139.10 1,410.00 1,139.10 1,410.00
Profit after Tax but before share of profit from Associates 10,406.49 8,781.60 10,406.49 8,781.60
Add: Share of profit from Associates (net) 237.33 1,220.98
Profit after Tax 10,406.49 8,781.60 10,643.82 10,002.58
Other Comprehensive Income (1,22,075.87) (2,161.43) (1,23,590.96) (6,613.79)
Total Comprehensive Income (1,11,669.38) 6,620.17 (1,12,947.14) 3,388.79

2. Review of Operations

(A) Standalone:

Your Company has recorded a very good performance during the year under review. The Company has received during the year, Income by way of Dividend of Rs 7,332.33 Lakhs, Interest of Rs 4,218.95 Lakhs, Pledge Fees of Rs 550.17 Lakhs, the Total Revenue is Rs 12,101.45 Lakhs as against Rs 10,733.07 Lakhs in the previous year. The Profit before depreciation and tax is Rs 11,548.12 Lakhs. After providing for depreciation of Rs 2.53 Lakhs and Tax of Rs 1,139.10 Lakhs, the Net Profit is Rs 10,406.49 Lakhs as against Rs 8,781.60 Lakhs in the previous year, an increase of around 18.50%.

(B) Consolidated:

Your Company has recorded a very good performance during the year under review. The Company has received during the year, Income by way of Dividend of Rs 7,332.33 Lakhs, Interest of Rs 4,218.95 Lakhs, Pledge Fees of Rs 550.17 Lakhs, the Total Income is Rs 12,101.45 Lakhs as against Total Revenue Rs 10,733.07 Lakhs in the previous year. The Consolidated Profit before depreciation and tax is Rs 11,548.12 Lakhs. After providing for depreciation of Rs 2.53 Lakhs and Tax of Rs 1,139.10 Lakhs, the Consolidated Net Profit after tax but before Share of Profit from Associates is Rs 10,406.49 Lakhs. Share of Profit from Associates is Rs 237.33 Lakhs and Consolidated Profit after tax is Rs 10,643.82 Lakhs as against Rs 10,002.58 Lakhs in the previous year, an increase of around 6.41%.

3. Dividend

In accordance with the provision of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and any amendments thereto, your Company have formulated a Dividend Distribution Policy. Accordingly, the Dividend Policy of the Company is provided in Annexure A. The Policy is available on the Company's website at https://www.jsw.in. As per the Policy, the Company, after considering various external factors in correlation to impact of unprecedented COVID-19 pandemic as well as internal factors such as the longterm growth strategy of the Company and the liquidity position including working capital requirements, have deemed it prudent not to recommend any dividend on equity shares for the year ended March 31,2020.

4. Future Prospects

Your Company holds significant investments in Equity Shares of JSW Steel Limited besides certain other investments in other JSW Group of Companies, therefore the business prospects of the Company largely depends on the business prospects of JSW Steel Limited and the steel industry.

The Steel demand which was subdued during the economic slowdown in 2019 was seeing a gradual and steady increase during the first few months of 2020 and the industry was getting back on track. The said recovery has been slowed down due to the ongoing Covid-19 pandemic which brought all the economic activities to a standstill. This is expected to negatively impact the performance of Steel sector during the first two quarters of FY 2020-21.

However, with the help of financial stimulus from the government, and wide range of continuing infrastructure projects, fresh investment in power, railways, and water, coupled with renewed interest in the automobile sector, the steel sector is expected to start recovering from the third quarter of FY 2020-21. Further, driven by ‘Make in India' initiative, slashing imports, keeping a tab on domestic prices and exploring alternate overseas sources for coking coal are set to top the government's agenda for the steel sector in 2020-21. The reforms in the coal mining sector along with linkages in the iron ores will further strengthen the sector.

As a long term strategy, the Company has made substantial investments in JSW Steel Limited and is looking forward for a sustainable growth in its investee Companies in the coming years which would enhance the shareholders' value. The Company expects to enhance its entrenched value for the benefit of the shareholders' at large.

Further, JSW Steel Limited has made various domestic as well as cross-border acquisitions in order to reap benefits in the long term. All these moves would benefit your Company as a Shareholder of JSW Steel Limited, which shall also benefit your Company.

5. Holding, Subsidiary & Associate Company

Your Company has neither any holding company nor a subsidiary company. The following are the Associate Companies as on 31st March 2020:

i. Sun Investments Private Limited

Sun Investments Private Limited (SIPL) is a NonBanking Financial Company registered with the Reserve Bank of India. SIPL was formed with the main object of investing and financing. The net worth of SIPL as on 31.03.2020 is Rs 30,624.85 lakhs.

ii. Jindal Coated Steel Private Limited

Jindal Coated Steel Private Limited (JCSPL) was formed with the main object of trading and manufacturing various types of steel and allied products. The net worth of JCSPL as on 31.03.2020 is Rs 2,764.56 lakhs.

6. Fixed Deposits

Your Company has neither accepted nor renewed any deposits within the meaning of Section 73(1) of the Companies Act, 2013, and the rules made thereunder.

7. Extract of Annual Return

The Extract of Annual Return as provided under Section 92(3) of the Companies Act, 2013, and as prescribed in Form No. MGT-9 of the rules prescribed under Chapter VII relating to Management and Administration under the Companies Act, 2013, is made available on the Company's website and can be accessed from https:// www.jsw.in and also forms part of this annual report as Annexure B.

8. Number of meetings of the Board

The Board meets to discuss and decide on Company / business policy and strategy apart from other Board business. A tentative date of the Board and Committee Meetings is circulated to the Directors in advance to facilitate them to plan their schedule and to ensure meaningful participation in the meetings. However, in case of a special and urgent business need, the Board's approval is taken by passing resolutions through circulation, as permitted by law, which are confirmed in the subsequent Board meeting. Usually the meetings of the Board/ Committees are held in Mumbai.

During the year under review, the Board met five times on 08.05.2019, 01.08.2019, 18.10.2019, 08.11.2019 and 07.02.2020.

The maximum interval between two meetings did not exceed 120 days as prescribed under Companies Act, 2013, and Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ["SEBI (LODR) Regulations, 2015"] and Secretarial Standard SS-1.

9. Directors Responsibility Statement

Pursuant to the requirements under Section 134(5) of the Companies Act, 2013, your Directors hereby state and confirm that:

a. in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanations relating to material departures;

b. they have selected such accounting policies and applied them consistently and made judgements and estimates that are 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 on 31st March, 2020, and of the profit of the Company for that period;

c. they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. they have prepared the annual accounts on a going concern basis;

e. they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

f. they have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems were adequate and operating effectively.

10. Declaration of Independence

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under the Companies Act, 2013 and Regulation 16 of the SEBI (LODR) Regulations, 2015. The following are the Non-Executive Independent Directors of the Company:

a) Mr. Atul Desai

b) Mr. Imtiaz Qureshi

c) Mrs. Sutapa Banerjee

11. Company's policy on Directors', KMP & other employees' appointment and remuneration

The Policies of the Company on Directors', KMP & other employees' appointment including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under sub-section(3) of Section 178, is appended as Annexure C to this Report. The Remuneration Policy is forming part of Corporate Governance Report and detailed policy has also been published on the website www.jsw.in/investors/investor-relations-jsw-holdings for investor's information.

12. Auditors

a. Statutory Auditors:

At the Company's 16th Annual General Meeting (AGM) held on July 1,2017, M/s. HPVS & Associates, Chartered Accountants (Firm Registration No. 137533W), Mumbai, were appointed as the Company's Statutory Auditors from the conclusion of the 16th AGM till the conclusion of the 21st AGM subject to ratification by the members of the Company at every Annual General Meeting. However, the Ministry of Corporate Affairs vide its notification S.O. 1833(E) dated 07th May 2018 notified the amendment in section 139 of the Companies Act, 2013, pursuant to which the appointment of Statutory Auditors is not required to be ratified by the members every year during the tenure of Statutory Auditors once approved by the members in their Annual General Meeting. The Statutory Auditors have confirmed that they satisfy the independence criteria as required under the Act.

b. Secretarial Auditor:

Pursuant to the provisions of Section 204 of the Companies Act, 2013, and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. Sunil Agarwal & Co, Practicing Company Secretaries to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit Report in Form No. MR- 3 is appended as Annexure D.

Comments on Auditors' Report

There are no qualifications, reservations or adverse remarks or disclaimers made by M/s. HPVS & Associates, Chartered Accountants, Statutory Auditors, in their Audit Report and by M/s. Sunil Agarwal & Co, Practicing Company Secretaries, in their Secretarial Audit Report.

During the year under review, the Statutory Auditors nor the Secretarial Auditor report any incident of fraud to the Audit Committee of the Company.

13. Particulars of loans or guarantees given, securities provided or investments made under Section 186 of the Companies Act, 2013

The Company has provided Details of loans given and guarantees provided pursuant to Section 186 of the Companies Act, 2013:

i) Loans given:

Name of the Company Amount at the beginning of the year Transactions during the year (Net) Balance at the end of the year
JSW Investments Pvt. Ltd. 4,442.50 (10.00) 4,432.50
JSW Techno Projects Management Ltd. 17,500.00 17,500.00
Realcom Reality Pvt. Ltd. 11,999.50 - 11,999.50
Reynold Traders Pvt. Ltd. 2,478.00 - 2,478.00
Everbest Consultancy Services Pvt. Ltd. 4,925.00 4,925.00
Total 36,420.00 4,915.00 41,335.00

ii) Details for securities provided:

(' in Lakhs)
Name of the Campany Purpose for giving security Market Value of shares pledged as on March 31, 2020
JSW Projects Ltd.(JPL) 2,58,96,000 equity shares of JSW Steel Limited held by the Company are pledged in favour of Banker for financial assistance given to JPL. 37,872.90
JSW Infrastructure Ltd. (JIL) 2,50,00,000 equity shares of JSW Steel Limited held by the Company are pledged in favour of Banker for financial assistance given to JIL. 36,562.50
Jindal Stainless Limited (JSL) 4,60,720 equity shares of Jindal Stainless Limited held by the Company are pledged in favour of Banker for financial assistance given to JSL. 111.03

iii) Investments:

Refer Note 8 of the Standalone Financial Statements.

14. Particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013

All transactions entered with Related Parties for the year under review were on arm's Length basis and in the ordinary course of business and that the provisions of Section 188 of the Companies Act, 2013 and the rules made there under are not attracted. Thus, disclosure in Form AOC-2 in terms of Section 134 of the Act is not required.

Pursuant to Schedule V Part A there were no transactions of the Company with any person or entity belonging to the promoter/promoter group which hold(s) 10% or more shareholding in the Company.

15. Material changes and commitments affecting the financial position of the Company

There have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.

16. Particulars regarding Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

As your Company is not engaged in any manufacturing activity, particulars under Section 134(3)(m) of the Companies Act, 2013, regarding conservation of energy, technology absorption are not applicable.

There were no foreign exchange transactions during the year.

17. Risk Management Policy

Given the uncertain and volatile business environment, companies face continuous changes in technology, geopolitics, financial markets, regulations, etc. which affect its value chain. To build a sustainable business discipline that supports the achievement of an organization's objectives by addressing the full spectrum of its risks and managing the combined impact of those risks, your Company has adopted a robust Risk Management Policy, to identify, assess, monitor and mitigate such risks. The objective of the Policy is to develop a ‘risk intelligent' culture which drives informed decision making and builds resilience to adverse developments while ensuring that opportunities are exploited to create value for all stakeholders. All risks including investments are reviewed in the meetings of the Board of Directors. Risks related to internal controls, compliances & systems are reviewed in detail by the Audit Committee.

18. Corporate Social Responsibility

The Company believes in inclusive growth to facilitate creation of a value based and empowered society through continuous and purposeful engagement with society around. JSW Foundation administers the planning and implementation of all our CSR interventions. All the CSR initiatives are approved by the CSR Committee in line with the CSR Policy approved by the Board on April 28, 2014 and the same is reviewed periodically. The CSR Policy formulated is uploaded on the website of the Company at https://www.jsw.in.

Following are the Company's initiatives proposed to be undertaken as per Schedule VII of the Companies Act, 2013:

i. Improving living conditions (eradication of hunger, poverty, malnutrition etc.) - Providing medical aid to cancer patients, cataract patients and to children below 10 years old.

ii. Promoting social development (education, skill development, livelihood enhancements etc.) - Providing educational support to economically weak children.

The details about the initiatives taken by the Company on Corporate Social Responsibility during the year under review to be provided as per the "annexure attached to the Companies (Corporate Social Responsibility Policy) Rules, 2014" have been appended as Annexure E to this Report.

19. Formal Annual Evaluation

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17 and Part D of Schedule II read with SEBI Guidance Note dated January 5, 2017, the Board has carried out the annual performance evaluation of its own performance, Committees of the Board, Individual Directors including Chairperson, CEO, Independent Directors, Non-independent Directors, etc. A structured questionnaire was prepared after taking into consideration inputs received from the Directors inter-alia covering various aspects such as competency of Directors, experience of Directors, mix of qualifications, diversity in Board, frequency of meeting, execution and performance of specific duties, obligations and governance. A separate exercise was carried out to evaluate the performance of individual Directors/Members, who were evaluated on parameters such as level of engagement and contribution, independence of judgement, safeguarding the interest of the Company and its minority shareholders etc. The performance of the Board Chairperson was evaluated after seeking the inputs from all the Directors other than the Board Chairperson, on the basis of the criteria such as Chairperson's role, accountability and responsibilities, promotion of effective relationship and open communication, positive and appropriate working relationship with CEO, commitment, etc. The performance evaluation of the Independent Directors was carried out by the entire Board. The Directors expressed their satisfaction with the evaluation process. The evaluation report contains an executive summary of findings and several key recommendations from the evaluation process. The report of the Board evaluation was adopted at the NRC and the Board Meeting.

20. Significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and Company's operations in future

There are no significant and material orders passed by the Regulators or Courts or Tribunals which would impact the going concern status and the Company's future operations.

21. Adequacy of Internal Financial Controls

The Board of Directors in consultation with Internal Auditors have laid down the Internal Financial Controls Framework, commensurate with the size, scale and complexity of its operations. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee quarterly. The Internal Audit Department quarterly monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Audit observations and corrective actions thereon are presented to the Audit Committee of the Board.

22. Digital Platform for Tracking Insider Trading

The Securities Exchange Board of India ("SEBI") has through amendment of SEBI (Prohibition of Insider Trading) Regulations, 2015 has directed the Companies to identify designated persons and maintain a structured digital database of all such designated persons for prevention of insider trading. Accordingly the Company through Kfin Technologies Private Limited has established an Insider Trading Tracking Platform by the name FINTRAKS.

23. Directors and Key Managerial Personnel Appointment/Re-appointment

Mr. N.K. Jain

In accordance with the provisions of the Companies Act, 2013, the Articles of Association of the Company and on the recommendation of the Nomination & Remuneration Committee, the Board, at its meeting held on 27th May, 2020 subject to the approval of the Members, approved the re-appointment of Mr. N.K, Jain (DIN: 00019442) who retires by rotation at the forthcoming 19th Annual General Meeting and being eligible, offers himself for re- appointment.

Mr. K.N. Patel

On the recommendation of the Nomination & Remuneration Committee, the Board, at its meeting held on 27th May, 2020 subject to the approval of the Members, approved the re-appointment and remuneration of Mr. K.N. Patel (DIN: 00019414) as the Jt. Managing Director, CEO & CFO of the Company for a period of one year with effect from 01st June, 2020, to 31st May, 2021.

24. Reserve Bank of India Guidelines, 2016

Your Company is a Core Investment Company ("CIC") in terms of the Core Investment Companies (Reserve Bank) Directions, 2016 ("Directions") and the Company continues to carry on the business permitted to CIC in terms of the said Directions.

25. Corporate Governance

Your Company has complied with the requirements of Regulation 17 to 27 of the SEBI (LODR) Regulations, 2015 on Corporate Governance.

Pursuant to Schedule V of the SEBI (LODR) Regulations, 2015, Report on Corporate Governance along with the Auditors' Certificate on its compliance is annexed separately to this Annual Report.

26. Management Discussion and Analysis Report

The Management Discussion and Analysis Report on the operations of the Company for the year under review, as required under Schedule V of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 is provided in a separate section and forms part of this Annual Report.

27. Human Resources

Your Company continues to put due emphasis on appropriate human resource development for its business. The employees of your Company and the Group fully identify with the Company's and Group's vision and business goals.

28. E-Voting Platform

In compliance with provisions of Section 108 of the Companies Act, 2013, read with the Companies (Management and Administration) Rules, 2014 and General Circular Nos. 14/2020, 17/2020 and 20/2020 dated 8th April, 2020, 13th April, 2020 and 5th May, 2020, respectively, issued by the Ministry of Corporate Affairs ("MCA Circulars") read with Circular No. SEBI/HO/CFD/ CMD1/CIR/P/2020/79 dated 12th May, 2020 issued by the Securities and Exchange Board of India, your Company is registered with Kfin Technologies Private Limited for providing E-Voting services to set up an electronic platform to facilitate shareholders to cast votes through remote e-voting and also through e-voting system at the ensuing Annual General Meeting (scheduled to be held through Video Conferencing/ Other Audio Visual Means) on the business to be transacted at the said AGM. Detailed procedure is provided in the Notice convening the Annual General Meeting sent to the Shareholders.

29. Disclosures as per Regulation 14 of SEBI (Share Based Employee Benefits) Regulations, 2014

The JSWHL Employees' Stock Ownership Plan-2016 approved by the shareholders vide special resolution dated 22.03.2016 is in compliance with the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 ("the SEBI ESOP Regulations").

30. Particulars of Employees and related disclosures

The information required to be disclosed in the Directors' Report pursuant to Section 197 of the Companies Act, 2013, read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 have been appended as Annexure F and Annexure G respectively to this Report. The Annual Report including the aforesaid information is being sent electronically to all those members who have registered their email address and is also available on the Company's website at http://www.jsw.in.

31. Business Responsibility Report

Pursuant to Regulation 34(2)(f) of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, the Business Responsibility Report (BRR) initiatives taken from an environmental, social and economical perspective, in the prescribed format is available as a separate section of the Annual Report and also hosted on the Company's website https://www.jsw.in

32. Prevention of Sexual Harassment

Your Directors stated that the Company follows an Anti- Sexual Harassment JSW Group Policy in line with the Requirements of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 also an internal complaints committee has been set up at group level to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary and trainees) are covered under this policy. No complaints pertaining to sexual harassment were received during FY 2019-20.

33. Appreciation & Acknowledgements

Your Directors wish to express their sincere appreciation for the assistance and co-operation received from Banks, Reserve Bank of India, NSDL, CDSL, Depository Participant (Stock Holding Corporation of India) and other Government Agencies and Shareholders.

Your Directors also wish to place on record their appreciation for the valuable services rendered and the commitment displayed by the employees of the Company and look forward to their continued support in the future as well.

Your Directors wish to enquire about your wellbeing w.r.t. Covid-19 Pandemic. Hope you and your families are doing well and all your loved ones are safe and sound. We pray to God that we all emerge out of the current situation strongly and with good health. Please take care and be safe.

For and on behalf of the

Board of Directors

Place : Mumbai

Sajjan Jindal

Date : 27.05.2020

Chairman

   

   
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