DIRECTORS' REPORT

Dear Members,

Your Directors have pleasure in presenting the Fifteenth Annual Report together with the Audited Annual Accounts of your Company for the year ended 31 st March, 2016.

2. Dividend

Your Directors have deemed it prudent not to recommend any dividend on equity shares for the year ended 31 st March, 2016, in order to conserve the resources for the future years.

3. Review of Operations

Your Company has recorded a good performance during the year under review. The Company has received during the year, Income by way of Dividend of Rs. 1,901.35 Lacs, Interest of Rs. 2,658.99 Lacs, Pledge Fees of Rs. 474.58 Lacs, the Total Income is Rs. 5,034.92 Lacs as against Total Income of Rs. 4,935.74 Lacs in the previous year. The Profit before depreciation and tax is X 4,682.67 Lacs as against Rs. 4,630.11 Lacs in the previous year. After providing for depreciation of Rs. 1.88 Lacs and Tax of Rs. 1,020.00 Lacs, the Net Profit is Rs. 3,660.79 Lacs as against X 3,671.02 Lacs in the previous year.

4. Future Prospects

India is the world's third-largest producer of crude steel and is expected to become the second-largest producer by end of 2016. The growth in the Indian steel sector has been driven by domestic availability of raw materials such as iron ore and cost-effective labour. Consequently, the steel sector has been a major contributor to India's manufacturing output.

The Indian steel industry continued to showcase trends of higher consumption of finished steel. Currently, the steel consumption in India is second only to China. The Indian steel sector enjoys advantages of domestic availability of raw materials and cheap labour. Iron ore is also available in abundant quantities. This provides major cost advantage to the domestic steel industry. With rising income levels expected to make steel increasingly affordable, there is vast scope for increasing per capita consumption of steel.

Private-sector investment in the steel industry is likely to remain slow. During FY 2015-16, steel investment has been hit by factors such as global excess capacity, leading to a significant decline in steel pries, increased imports, stagnant real estate sector and financial stress on existing domestic companies.

With domestic pries falling in line with international pries in F.Y 2015-16, exports are likely to marginally improve and go up by 2-3 per cent. The Government is focusing on its 'Make in India' campaign and taking steps to encourage Indian exports. These measures will augur well for exports of steel in 2016-17. The Steel industry welcomes the steps taken by the government in imposing provisional safeguard duty on certain grades of hot-rolled coils and increasing tariffs on steel products. The minimum import price fixed by the Government has corne as breather for steel industry. It is very good step by Government which covers 173 items and almost 80% of current import.

In FY. 2016-17, we expect a pick-up in global demand for steel. This will help in the recovery of international steel pries. We expect import realizations to go up by 5.8 per cent. Domestic steel pries have followed suit and increased substantially towards the end of financial year. Increase in demand and reduced pressure from imports are likely to aid the recovery in pries.

Your Company is looking forward for a sustainable growth in its investee Companies in the coming years which would enhance the shareholders' value. Considering the forecasted growth in the economy as a whole and the steel industry in particular, the Company expects to enhance its entrenched value for the benefit of the shareholders' at large.

Your Company continues to hold significant investments in Equity Shares of JSW Steel Limited besides certain other investments in other O. R Jindal Group of Companies.

The Company will continue to focus on making long-term strategy investments in various new ventures promoted by JSW Group, a part of O. R Jindal Group, besides consolidating the existing investments through further investments in the existing companies.

5. Holding, Subsidiary & Associate Company

Your Company has neither any holding company nor a subsidiary company. No Company has become or ceased as subsidiary, associate or joint venture during the year under review. The following are the Associate Companies of your Company:

i. Sun Investments Private Limited

ii. Jindal Coated Steel Private Limited

iii. Jindal Overseas Pte Limited.

6. Consolidated Financial Statement

Your Company is not required to prepare Consolidated financial results for FY. 2015-16, pursuant to the clarification issued by the Ministry of Corporate Affaire vide genera circular No. 04/2016 dated 27.04.2016, wherein it is stated that the Companies (Accounting Standards) Amendment Rules, 2014 dated 30.03.2016 (pursuant to which the Company was

required to prepare Consolidated accounts) should be used for preparation of accounts for accounting periods commencing on or after the date of the notification i.e. 30.03.2016.

7. 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 there under.

8. Extract of Annual Return

The extract of the Annual Return as required in Form No. MGT 9 is appended as Annexure A.

9. 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 13.05.2015, 24.07.2015, 09.09.2015, 30.10.2015 and 02.02.2016. 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, 2014 ("SEBI (LODR) Regulations, 2015").

10. 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 judgments 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 31 st March, 2016, 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; and

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.

11. 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

12. 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 B to this Report. The Remuneration Policy is forming part of Corporate Governance Report and detailed policy has also been published on the website <http://www.jsw.in/investors/investor-relations-jsw-holdings>-jsw for tnvestor's information.

13. Auditors

a. Statutory Auditors:

M/s. Shah Gupta & Co., Chartered Accountants, (Firm Registration No. 109574W) Mumbai, Statutory Auditors of the Company retire at the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. The Company has received confirmation that their appointment, if made, would be within the . limits prescribed under Section 139 of the Companies Act, 2013, and that they are not disqualified for such appointment within the meaning of Section 141 of the Companies Act, 2013. As required under Regulation 33 of the SEBI (LODR) Regulations, 2015 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. Your Directors recommend re-appointment of M/s. Shah Gupta & Co., Chartered Accountants, the retiring auditors as the Statutory Auditors of the Company for the current financial year on a remuneration as may be fixed by the Board of Directors of the Company.

There are no qualifications, reservations or adverse remarks or disclaimers made by M/s. Shah Gupta & Co., Chartered Accountants in their report.

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 C.

15. 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 Companies Act, 2013 is not required.

16. 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.

17. 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

18. Risk Management Policy

The Company has in place' a Risk Management Policy to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed through risk response strategies and mitigating actions. All risks including investments are reviewed in the meetings of the Board of Directors. Risks related to operations, compliances & Systems are reviewed in detail by the Audit Committee.

19. Corporate Social Responsibility

The Company has constituted a Corporate Social Responsibility (CSR) Committee in accordance with Section 135 of the Companies Act, 2013. The CSR Committee was constituted by the Board of Directors of the Company at its meeting held on April 28, 2014. The details about the CSR Policy developed and 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 D to this Report.

20. Formai Annual Evaluation

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17 and Part D of Schedule II, the Board has carried out the annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit, Nomination and Remuneration, Stakeholders' Relationship, Risk Management, Corporate Social Responsibility and ESOP Committees. A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Board's functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specified duties, obligations and governance. A separate exercise was carried out to evaluate the performance of individual Directors, 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 evaluation of the Independent Directors was carried out by the entire Board. The Directors expressed their satisfaction with the evaluation process.

21. 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.

22. Adequacy of Internal Financial Controls

The Board of Directors in consultation with Internal Auditors have laid down the Internal Financial Control 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 of the Board. The Internal Audit Department 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. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.

23. Directors

Mr. Nirmal Kumar Jain (DIN: 00019442), Director of your Company shall retire by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment.

The proposai regarding his re-appointment as Directors is placed for your approval.

24. Reserve Bank of India's Guidelines

Your Company is a Core Investment Company ("CIC") in terms of the Core Investments Companies (Reserve Bank) Directions, 2011. The Company continues to carry on the business permitted to CIC in terms of the Core Investment Companies (Reserve Bank) Directions, 2011.

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 (LODR) 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, your Company is registered with Karvy Computershare Private Limited for E-Voting services to set up an electronic platform to facilitate shareholders to cast vote in electronic form to exercise their right of voting at General Meetings /business to be transacted by means of voting through e-voting or poil or ballot paper as provided under the Companies Act, 2013.

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").

Further, the disclosure as required in terms of Regulation 14 of SEBI ESOP Regulations read with SEBI circular no. CIR/CFD/ POLICY CELL/2/2015 dated June 16, 2015 has been disclosed on the website of the Company at www.jsw.in

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 E 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 www.jsw.in

31. 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 Redressed) Act, 2013 and there were no cases filed under the said policy.

32. Change in Registrar and Share Transfer Agent of the Company

The Board of Directors at their meeting held on 06.05.2016 terminated the Mémorandum of Understanding with Sharepro Services (India) Private Limited pursuant to SEBI order no. WTM/RKA/MIRSD2/41/2016 dated 22nd March, 2016 and appointed Karvy Computershare Private Limited ("Karvy") as the new Registrar and Share Agent of the Company. From 01.06.2016 onwards, the RTA activities shall be handled by Karvy.

33. Appreciation & Acknowledgements

Your Directors wish to express their sincere appreciation for the assistance and co-operation received from Banks, Reserve Bank of India, 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.

For and on behalf of the Board of Directors

Sajjan Jindal

Chairman

Place : Mumbai

Date : May 6, 2016