Jindal Stainless (Hisar) Ltd

Jindal Stainless (Hisar) Ltd

Jindal Stainless Hisar Ltd. (JSHL) is one of India's largest stainless steel specialty manufacturer with a diverse range of value added steel products. The Company was incorporated on July 30 2013 with its plants located in Haryana Andhra Pradesh Tamil Nadu Gujarat and Maharashtra in India. Its product range includes Ferro Alloys Stainless Steel Slabs & Blooms Hot Rolled Coils Strips Plates Cold Rolled Coils and specialty products such as Razor Blade Steel Precision Strips Coin Blanks and long products. The Company has a wide distribution channel and strong retail presence. It commercially manufactures high nitrogen steel (HNS) used in the defence sector. Its stainless steel plant is located at Hisar in Haryana. The complex has a total stainless steel melt capacity of 0.8 million tonnes per annum (TPA). It has extensive reach with 14 International sales/representative offices spread across US EU United Arab Emirates Russia and Vietnam. The Board of Directors of the Company in their meeting held on 29th December 2014 approved a Composite Scheme of Arrangement amongst the Company Jindal Stainless Limited (JSL) Jindal United Steel Limited (JUSL) and Jindal Coke Limited (JCL) and their respective Shareholders and Creditors. The Scheme interalia provided for demerger of Ferro Alloys Division and Mining Division of Jindal Stainless Limited into the Company and slump-sale of stainless steel manufacturing facility by JSL to the Company. The Scheme also provided that the Company as a consideration of demerger shall issue and allot one fully paid up equity share having face value of Rs2/- each to the shareholders of JSL for every one share held by them in JS. Further as a consideration for slump-sale the Company shall make total payment of Rs 2809.79 Crores to JSL (Rs2600 Crores to be paid in cash and balance Rs209.79 Crore to be adjusted out of the amount due and payable by JSL to the Company as on Appointed Date 1). The above Scheme was filed with the Hon'ble High Court of Punjab and Haryana at Chandigarh on 27th March 2015 and the High Court vide its order dated 31st March 2015 dispensed with the requirement of convening the meetings of the Shareholders and Creditors of the Company. However the Court ordered for convening the meetings on 16th May 2015 of the Shareholders Secured Creditors and Unsecured Creditors of JSL. Accordingly the second motion application was filed with the Hon'ble High Court on 20th May 2015. The Hon'ble High Court of Punjab and Haryana at Chandigarh vide its order dated 21st September 2015 (as modified on 12th October 2015) has approved the `Composite Scheme of Arrangement' among Jindal Stainless Limited (JSL) Jindal Stainless (Hisar) Limited (JSHL) Jindal United Steel Limited (JUSL) and Jindal Coke Limited (JCL) and their respective shareholders and creditors. Certified true copy of the said Order was received on 20th October 2015 and was filed on 1st November 2015 with the office of Registrar of Companies NCT of Delhi and Haryana. As per the terms of the Scheme upon filing of the aforesaid Order with the Office of the Registrar of Companies NCT of Delhi and Haryana Section I and II of the Scheme (pertaining to transfer of Demerged Undertakings comprised of Ferro Alloys Manufacturing facility at Kothavalasa Dist. Vizianagaram Andhra Pradesh and Chromite Mines and Business Undertaking 1 comprised of manufacturing facility at Hisar from JSL to the Company) have become operative from the appointed date 1 i.e. close of business hours before midnight of 31st March 2014.On 3rd December 2014 40000 equity shares of Rs 10/- were allotted to the then existing shareholders on rights basis and on 5th December 2014 the equity shares of the Company were sub-divided from the face value of Rs 10/- per share to Rs 2/- per share. As on 31st March 2015 paid up share capital of the Company was Rs 500000 divided into 250000 equity shares of Rs 2/- each. In terms of the Scheme the said capital of Rs.500000/- have been extinguished and cancelled. Pursuant to the Scheme 231185445 equity shares of Rs.2/- each were allotted to the equity shareholders of Jindal Stainless Limited on 25th November 2015. The Equity Shares of the Company were listed on the BSE Limited and National Stock Exchange of India Limited and permitted for trading with effect from 28th January 2016.On 30th March 2016 the Company had allotted 125000000 Compulsory Convertible Warrants (CCW) having the face value of Rs.2/- each to `JSL Limited' and `Jindal Infrastructure and Utilities Limited' members of the promoter group for an aggregate amount of Rs.25 Crore. As per terms of the issue CCW are convertible in equity shares of the Company at any time after 5 months and before 18 months from the date of allotment i.e. between 30th August 2016 and 30th September 2017. The price of the Equity shares to be issued upon conversion of the CCW shall be determined as per formula prescribed by SEBI in the SEBI (Issue of Capital and Disclosure Requirements) Regulations 2009 (ICDR Regulations). The holders of the CCW will become entitled on 30th August 2016 to apply for equity shares; therefore relevant date is 31st July 2016. Since the relevant date i.e. 31st July 2016 fell on Sunday and 30th July 2016 was weekend 29th July 2016 has been reckoned as the relevant date. Based on above Regulation considering 29th July 2016 as the relevant date price of the equity shares for conversion of above CCW has been worked out to Rs.52.64 of face value of Rs. 2/- per share and accordingly 4749240 equity shares in aggregate i.e. 2374620 equity shares each will be issued and allotted to JSL Limited and Jindal Infrastructure and Utilities Limited as per terms of the issue of CCW.As per the terms of the Scheme six domestic subsidiary companies of Jindal Stainless Limited namely JSL Lifestyle Limited Jindal Stainless Steelway Limited JSL Architecture Limited Green Delhi BQS Limited JSL Media Limited and JSL Logistics Limited were transferred to the Company through slump sale. Pursuant to the Scheme of Amalgamation amongst JSL Lifestyle Limited and JSL Architecture Limited JSL Architecture Limited was amalgamated with JSL Lifestyle Limited with effect from 1st April 2014 the appointed date. Consequent thereto as on 31st March 2016 the Company had the aforementioned five direct and step down subsidiaries namely JSL Lifestyle Limited Jindal Stainless Steelway Limited Green Delhi BQS Limited JSL Media Limited and JSL Logistics Limited. As on 31st March 2016 the Company did not have any joint venture or associate company. However on 3rd July 2016 the Company has been allotted 168284309 Equity Shares of Rs.2 each offered by Jindal Stainless Limited at a price of Rs.21.76 (including premium of Rs.19.76 per share) per share for an aggregate amount of Rs3 661866570/- being the amount due and payable by Jindal Stainless Limited to the Company as on the Appointed Date 1 i.e. close of business hours before midnight of 31st March 2014 in terms of the provisions of Section II of the Scheme. Consequent upon the above said acquisition the Company holds 42.13% shareholding of Jindal Stainless Limited and therefore it has become Associate Company of the Company. During the year under review the Company acquired 50% shareholding in Jindal Stainless Corporate Management Services Pvt. Ltd. (JSCMS) making it an associate to the Company in terms of Section 2(6) of the Companies Act 2013.As on 31st March 2019 the Company had five subsidiaries namely JSL Lifestyle Limited Jindal Stainless Steelway Limited Green Delhi BQS Limited JSL Media Limited and JSL Logistics Limited.In FY19 the Company's subsidiary JSL Lifestyle Ltd. (JSLL) commissioned its first dedicated facility for Railways in Chennai. This new facility is equipped with state-of-the-art robotic spot welding guns which function in the most precise and consistent manner. The proximity of this unit to ICF Chennai will ensure just-in-time deliveries for Indian Railways and low inventory costs will help in improved cost efficiency.During the year 2019 the Company received a prestigious order of special steel sheets from ISRO for Rocket Motor Booster Application (Satellite Launch Vehicle). This is the first time in India when ISRO procured this from an indigenous source which involves rigorous qualification processes.As on 31st March 2020 the Company had five subsidiaries namely JSL Lifestyle Limited Jindal Stainless Steelway Limited Green Delhi BQS Limited JSL Media Limited and JSL Logistics Limited and two associate companies namely Jindal Stainless Limited; and Jindal Stainless Corporate Management Services Private Limited.During FY 2020 the Company commenced new automatic ultrasonic testing for serving stringent orders. It commissioned and stabilized a new Induction furnace in FY20 which added flexibility to its operational capabilities. It commissioned new facilities in the Specialty Products Division. It ventured into strategic segments like Nuclear and Defence by supplying indigenous material for previously import-dependent applications like Submarine Rocket Launchers Armored Vehicles Mine Trawls etc. On 29th December 2020 the Board of Directors of the JSHL (the Company) approved a Composite Scheme of Arrangement for merger of the Company into Jindal Stainless Limited (JSL) JSL Lifestyle Limited (JSLL) Jindal Lifestyle Limited (JLL) JSL Media Limited (JML)and Jindal Stainless Corporate Management Services Private Limited (JSCMSL) for the deal being the appointed date April 1 2020.