>1 JinDilL STRIPS LIMITED

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1 >1 JinDilL STRIPS LIMITED JINDAL STRIPS LIMITED A N N U A L R E P O R T

2 THIRTY SECOND ANNUAL GENERAL MEETING Date : 29 lh November, 2003 Day : Saturday Time : a.m. Place : Registered Office,Delhi Road, Letter From The Chairman 4 Notice 5 Directors' Report 8 Report on Corporate Governance 11 Management Discussion & Analysis Report 15 Auditors' Report 16 Balance Sheet ; *. 18 Profit & Loss A/c 19 Schedules & Notes to Accounts 20 Cash Flow Statement 40 Statement pursuant to section , Accounts of Subsidiary Companies Jindal Holdings Limited 43 Jindal Steel & Alloys Limited 53 Jindal Stainless (Mauritius) Limited 72 - Massillon Stainless Inc., USA 78 Consolidated Financial Statements 90 Shareholders' Information 112

3 B O A R D OF D I R E C T O R S Chairman Directors O.P. JINDAL RATANJINOAL R.G. GARG RAJINDER PARKASH H.V. MISHRA RAKESH GARG Company Secretary BHARTENDU HARIt Bankers STATE BANK OF INDIA Statutory Auditors MESSRS N.C. AGGARWAL & CO., CHARTERED ACCOUNTANTS REGISTERED OFFICE Delhi Road, Hisar (Haryana) India Phone: (01662) Fax : (01662) / jslhsr@nde.vsnl.net.in CORPORATE OFFICE Jindal Centre, 12 Bhikaiji Cama Place, New Delhi , India. Phone:(011) Fax: (011) , jindalsteel@de!2.vsnl.net.in

4 JiDDAi. STRIPS LIMITED LETTER FROM THE CHAIRMAN Dear Stakeholders, It gives me a great pleasure in writing to you regarding the eventful year in the history ofjindal Strips Limited. It has been our ongoing objective to deliver consistent and superior returns to our shareholders by rapidly growing our businesses and by strengthening our position in the Stainless Steel markets. The demerger to create Jindal Stainless Ltd. has provided us an opportunity to accelerate our growth in that company and simultaneously realize our vision of creating value for our stakeholders. Your company will now continue to have investments in other Jindal Group Companies and will function as an investment vehicle. Before I end, I would like to take this opportunity to thank you once again for being with us in the past and look forward to our continued association in the future. O. P. JINDAL Chairman

5 JiflDAL STRIPS LIMITED NOTICE NOTICE is hereby given that the 32 nd ANNUAL GENERAL 7. MEETING of the shareholders of JINDAL STRIPS LIMITED will be held on Saturday, the 29 th November, 2003 at a.m. at the Registered Office of the company at DELHI ROAD, HISAR (Haryana) to transact the following business: ORDINARY BUSINESS: 1. To receive, consider and adopt the balance sheet as at 31 st March, 2003 and the profit and loss account for the year ended on that date and the reports of the auditors and the Board of directors. 2. To confirm the payment of interim dividend on equity and preference shares and to declare final dividend on equity shares for the year ended 31 st March, To appoint a director in place of Sh. Rajinder Parkash, who retires by rotation and being eligible, offers himself for re-appointment. AS A SPECIAL RESOLUTION: ANNUAL REPORT "RESOLVED that, in accordance with the applicable provisions of the Companies Act, 1956, the Securities Contracts (Regulation) Act, 1956, the Listing Agreement with Stock Exchanges and the provisions of the Securities and Exchange Board of India (Delisting of Securities) Guidelines 2003, or any amendment or modification thereof, and subject to such other approvals, permissions and sanctions as may be necessary, and such conditions and modifications as may be prescribed or imposed by any authority while granting such approvals, permissions or sanctions which may be agreed to by the Board of directors of the company ('the Board') or any Committee/ person(s) authorized by the Board, consent be and is hereby accorded to delist the equity shares of the company from the stock exchanges at Delhi, Ahmedabad, Chennai and Kolkata." 4. To appoint M/s. N.C. Aggarwal & Co., Chartered Accountants as Statutory Auditors of the company to hold office from the conclusion of this annual general meeting to the conclusion of the next annual general meeting and to fix their remuneration. SPECIAL BUSINESS : TO CONSIDER AND IF THOUGHT FIT, TO PASS WITH OR WITHOUT MODIFICATION, THE FOLLOWING RESOLUTIONS: 5. AS AN ORDINARY RESOLUTION "RESOLVED that in pursuance of the provisions of section 257 and all other applicable provisions, if any, of the Companies Act, 1956, Sh. H.V. Mishra, an Additional Director of the company who holds office upto the date of this annual general meeting as per provisions of section 260 of the Companies Act, 1956 and in respect of whom the company has received a notice in writing from a member proposing his candidature for the office of Director, be and is hereby appointed as a Director of the company, liable to retire by rotation." 6. AS AN ORDINARY RESOLUTION "RESOLVED that in pursuance of the provisions of section 257 and all other applicable provisions, if any, of the Companies Act,. 1956, Sh. Rakesh Garg, an Additional Director of the company who holds office upto the date of this annual general meeting as per provisions of section 260 of the Companies Act, 1956 and in respect of whom the company has received a notice in writing from a member proposing his candidature for the office of Director, be and is hereby appointed as a Director of the company, liable to retire by rotation." "RESOLVED FURTHER that authority be and is hereby accorded to the Board or any Committee/ person(s) authorized by the Board, to settle all questions, difficulties or doubts that may arise in this regard and to do all such acts, deeds and things as may be necessary, expedient and desirable, for the purpose of giving effect to this resolution." Registered Office: Delhi Road, HISAR th October, 2003 NOTES: A By order of the Board (BHARTENDU HARIT) Company Secretary A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF AND A PROXY NEED NOT BE A MEMBER. B. A blank proxy form is sent herewith. C. The instrument appointing the proxy should be deposited at the registered office of the company not less than 48 hours before the commencement of the meeting. D. An Explanatory Statement pursuant to section 173 (2) of the Companies Act, 1956, in respect of item nos. 5 to 7 of the Notice is annexed hereto.

6 STRIPS LIMITED Explanatory Statement under section 173(2) of the Companies Act, ITEM NO. 5 The Board of directors had appointed Sh. H.V. Mishra as Additional Director w.e.f. 11 1h August, 2003, pursuant to Article 74 of the Articles of Association of the company and section 260 of the Companies Act, 1956, by passing the resolution through circulation. As per the said Article and the said Section, Sh.H.V. Mishra will hold office upto the date of this annual general meeting. A notice pursuant to section 257 of the Companies Act, 1956, has been received from a member signifying his intention to propose him as a candidate for the office of Director. Sh. H.V. Mishra is M.Sc. (Physics) and MBA. He has vast experience in corporate planning. The company would be benefited by his presence on the Board and accordingly the resolution in item no. 5 is commended for your acceptance. None of the Directors of the company is concerned or interested in the resolution. Your Directors, therefore, recommend the resolution for your approval. ITEM NO. 6 The Board of directors had appointed Sh. Rakesh Garg as Additional Director w.e.f. 11"' August, 2003, pursuant to Article 74 of the Articles of Association of the company and section 260 of the Companies Act, 1956, by passing the resolution through circulation. As per the said Article and the said Section, Sh. Rakesh Garg will hold office upto the date of this annual general meeting. A notice pursuant to section 257 of the Companies Act, 1956, has been received ' from a member signifying his intention to propose him as a candidate for the office of Director. ANNUAL REPORT Recently, SEBI has come out with Securities and Exchange Board of India (Delisting of Securities) Guidelines, 2003 which provide an option to companies to delist their securities from one or more stock exchanges. Presently NSE has maximum trading in shares of Jindal Strips Limited and has national reach. BSE also has good trading volumes. Both these have national wide trading terminals. So, in pursuance of these guidelines, it is proposed that after allotment of shares of your company, these shares be got listed on the stock exchanges at Delhi, Mumbai, Ahmedabad, Kolkata, Chennai and National Stock Exchange to comply with the provisions of Clause of the SEBI (Disclosure & Protection) Guidelines, 2000 and thereafter, shares be got delisted from the stock exchanges except NSE and BSE. Even after delisting from the four stock exchanges, investors would be able to trade in company's shares through NSE and BSE network. Thus, the investors' interest will not be harmed in any way. Directors recommend the resolution for your approval. None of the directors is, in any way, concerned or interested in the resolution. Additional Information : As required in terms of para VI(A) of clause 49 of the listing agreement. Brief Profile of Sh. Rajinder Parkash, who retires by rotation and is eligible for re-appointment: Sh. Rajinder Parkash is a Diploma Holder in Mechanical Engineering. He is 59 years old. He has wide experience and knowledge of legal and general administration. Outside Directorship: Jindal Stainless Limited (Executive Director) and Nalwa Investments Limited (Director). Sh. Rakesh Garg is M.Com. He has vast experience in marketing. The company would be benefited by his presence on the Board and accordingly the resolution in item no. 6 is commended for your acceptance. None of the Directors of the company is concerned or interested in the resolution. Your Directors, therefore, recommend the resolution for your approval. ITEM NO. 7 Committee Membership: Shareholders' / Investors' Grievance Committee of Jindal Strips Ltd. (Chairman), Sub Committee of Directors of Jindal Strips Ltd. (Member), Share Transfer Committee of Jindal Strips Ltd. (Member) and Shareholders'/Investors' Grievance Committee, Sub Committee of Directors, Share Transfer Committee of Jindal Stainless Ltd. (Member) By order of the Board Upon coming into effect the Scheme of Arrangement & Demerger, your company has allotted new shares as per the Scheme. As per Clause of the SEBI (Disclosure & Protection) Guidelines, 2000, the shares of your company are required to be listed on the stock exchanges at Delhi, Mumbai, Ahmedabad, Kolkata, Chennai and National Stock Exchange. Registered Office: Delhi Road, HISAR th October, 2003 (BHARTENDU HARIT) Company Secretary

7 STRIPS LIMITED ANNUAL REPORT FOR ATTENTION OF SHAREHOLDERS 1. The register of members and share transfer books of the company will remain closed from Thursday, 27 th November, 2003 to Saturday, 29 th November, 2003 (both days inclusive). 2. Members are requested to immediately notify to the Registrar any change in their address, in respect of equity shares held in physical mode and to their depository participants (DPs) in respect of equity shares held in dematerialised form. 3. The company has already transferred, unclaimed dividend declared upto the financial year ended on 31 st March, 1995 of Jindal Strips Limited and upto the financial year ended on 31 st March, 1994 of erstwhile Jindal Ferro Alloys Limited (merged with Jindal Strips Limited) to the general revenue account of the Central Government as required by the Companies Unpaid Dividend (Transfer to the General Revenue Account of the Central Government) Rules, Those shareholders who have so far not claimed or collected their dividend upto the aforesaid financial years may claim their dividend from the Registrar of Companies, Delhi & Haryana, Paryavaran Bhavan, C.G.O. Complex, Lodi Road, New Delhi Pursuant to the provisions of section 205A of the Companies Act, 1956, as amended, dividend for the financial year ended on 31 st March, 1996 and thereafter, which remain unpaid or unclaimed for a period of 7 years will be transferred to the Investor Education and Protection Fund of the Central Government. Shareholders who have not encashed the dividend warrants so far for the financial year ended on 31 s1 March, 1996 or any subsequent financial year are requested to make their claim to the Registrar namely Abhipra Capital Ltd., situated at Ground Floor - Abhipra Complex, Dilkhush Industrial Area, A-387, G.T. Karnal Road, Azadpur, New Delhi It may also be noted that once the unclaimed dividend is transferred to the Central Government, as above, no claim shall lie in respect thereof. 5. Members holding shares in the same name under different ledger folios are requested to apply for consolidation of their folios and send relevant share certificates to the company. 6. Section 109A of the Companies Act, 1956 extends nomination facility to all shareholders. They may like to avail it. 7. The Securities & Exchange Board of India has made compulsory trading in the company's equity shares in dematerialised form by all investors w.e.f. 29 th November, Shareholders are requested to get the shares dematerialised in their own interest. REQUEST TO THE MEMBERS * Members having old share certificates of Jindal Strips Limited issued prior to the Scheme of Arrangement between Jindal Strips Limited and Jindal Stainless Limited and member having certificates of erstwhile Jindal Ferro Alloys Limited are hereby requested to surrender their share certificates to THE COMPANY SECRETARY, JINDAL STRIPS LIMITED, DELHI ROAD, HISAR (HARYANA) INDIA, to enable both Jindal Strips Limited and Jindal Stainless Limited to issue new share certificates. * Members desiring any information/clarification on the accounts are requested to write to the company at least seven days in advance, so as to enable the management to keep the information ready at the annual general meeting. * As a measure of economy, copies of the annual report will not be distributed at the meeting. Members are requested to bring along their copies. * Members/proxies are requested to bring the attendance slip, duly filled in. * Members are requested to inform immediately their bank account particulars in the following manner, if not informed earlier, to the Registrar, in respect of equity shares in physical mode and to their depository participants (DPs) in respect of equity shares held in dematerialised form, so that the same could be incorporated in payment warrants after their names to avoid fraudulent encashment : Folio No. / Client Id No. Name Bank A/c. No. Name of the Bank Signature of Shareholder IN DEFERENCE TO THE GOVT. POLICY, NO GIFTS WILL BE DISTRIBUTED AT THE A.G.M.

8 TO SANSCO SERVICES - Annual Reports Library Services - JinDAL STRIPS LIMITED ANNUAL REPORT THE MEMBERS, DIRECTORS' REPORT Your directors have pleasure in presenting the thirty second annual report on the business and operation of your Company together with the audited statement of accounts for the year ended 31 st March, FINANCIAL RESULTS Description Sales ft Operational Income Less: Excise duty Net Sales/Income from Operations Interest and dividend income / Other Income Total Sales/Income Profit before Interest, Depreciation and Tax Less: Interest/Bank Charges Depreciation Provision for Tax Provision/ (Withdrawal) for Deferred Tax Net Profit after Tax Add: Debenture Redemption Reserve written back Surplus brought forward Transferred to Jindal Stainless Limited as per Scheme of Arrangement & Demerger Previous year's taxation adjustment Profit available for Appropriation Less: Interim Dividend on Equity Shares Interim Dividend on Preference Shares Corporate Tax on Equity Dividend General Reserve Capital Redemption Reserve Balance carried to Balance Sheet Year ,57 n;i ; , OM 4,84 (Rs. in Crore) Year Ended (0.55) The previous year's figures are not comparable because the operations of stainless steel undertaking have been transferred to Jindal Stainless Limited OPERATIONS Consequent upon transfer of stainless steel undertaking to Jindal Stainless Limited, your Company has become a nonbanking finance company. Total income during the year was of Rs crore and the net profit after tax was of Rs.2.70 crore. On paid up share capital of Rs.5.14 crore, there is reserves excluding revaluation reserves to the tune of Rs crore. DIVIDEND Equity Shares The Board of directors had declared interim dividend of Rs.6/- per equity share of Rs.. 10/- each in its meeting held on 16 th April, As the members are aware, the dividend in the hands of shareholders is free of tax, while Corporate Tax on of the pay out amount is required to be paid by the Company alongwith Surcharge As no final dividend has been recommended on the equity shares, the interim dividend shall be fully adjusted as final dividend for the financial year ended on 31 st March, Preference Shares Interim Dividend on 10.5% Cumulative Non Convertible Redeemable Preference Shares of the aggregate value of Rs. 20 crore has been paid for the year ended 31 st March, As no final dividend has been recommended on the preference shares, the interim dividend shall be deemed as final dividend for the financial year ended 31 SI March, RESTRUCTURING OF THE COMPANY The Scheme of Arrangement & Demerger between Jindal Strips Limited and Jindal Stainless Limited to separate its stainless steel undertaking by vesting it in Jindal Stainless Limited w.e.f was approved by the Hon'ble Punjab & Haryana High Court, Chandigarh on 30 th May, 2003 and the same was filed with the Registrar of Companies, Delhi & Haryana on 23 rd July, Pursuant to the said scheme, the stainless steel undertaking of Jindal Strips Limited with all the properties, assets, rights and powers has been transferred to and vest in Jindal Stainless Limited without further act and deed w.e.f

9 JiflDAL STRIPS LIMITED ANNUAL REPORT The Scheme of Arrangement between Jindal Strips Limited and Jindal Stainless Limited to make an arrangement with the holders of the Euro Bonds and additionally, for bonus shares to be issued by Jindal Stainless Limited was approved by the Hon'ble Punjab & Haryana High Court, Chandigarh on 30 th May, 2003 and the same was filed with the Registrar of Companies, Delhi & Haryana on 28 th July, SHARE CAPITAL As per the Scheme of Arrangement & Demerger between Jindal Strips Limited and Jindal Stainless Limited, the paid up equity share capital of the company has been split between Jindal Strips Limited and Jindal Stainless Limited in the ratio of : For every 2365 equity shares held by the members as on the record date i.e. 16 th September, 2003, Jindal Strips Limited has allotted new 642 fully paid equity shares of Rs.10/- each and Jindal Stainless Limited has allotted 1723 fully paid equity shares of Rs.10/- each. For the purpose of such allotment of equity shares, fractional entitlements, if any, of the equity shareholders have been rounded off to the nearest whole number. Accordingly, your company has allotted fully paid equity shares of Rs.10/- each. LISTING The shares of your Company, before restructuring, were listed at Delhi, Mumbai, Kolkata, Chennai, Ahmedabad and National Stock Exchanges. The annual listing fee for the year has been paid to all the stock exchanges. The Company has filed application for listing of its new equity shares on stock exchange at Delhi, Mumbai, Kolkata, Ahmedabad, Chennai and National Stock Exchanges. REGISTRATION AS NON-BANKING FINANCE COMPANY Consequent upon sanctioning of the Scheme of Arrangement & Demerger between Jindal Strips Limited and Jindal Stainless Limited, the stainless steel undertaking of Jindal Strips Limited with all the properties, assets, rights and powers have been transferred to and vest in Jindal Stainless Limited, without further act and deed w.e.f Henceforth, all the manufacturing activities of stainless steel would be carried out by Jindal Stainless Limited. Clause 5.8 of the Scheme of Arrangement & Demerger provides that upon coming into effect of this scheme, Jindal Strips Limited shall be deemed to be an investment company and shall be registered as a non-banking finance company under the provisions of section 45 IA of the Reserve Bank of India Act, In pursuance of the Scheme, your Company has initiated steps to get registration as a non-banking finance company. CONSOLIDATED FINANCIAL STATEMENTS As required under clause 32 of the listing agreements with the stock exchanges, audited consolidated financial statements form part of the Annual Report. FIXED DEPOSIT Consequent upon the Scheme of Arrangement & Demerger between Jindal Strips Limited and Jindal Stainless Limited, stainless steel undertaking of Jindal Strips Limited with all the properties, assets, rights and powers has been transferred to and vest in Jindal Stainless Limited without further act and deed w.e.f Accordingly, fixed deposits accepted/renewed by Jindal Strips Limited in the past now relates to Jindal Stainless Limited w.e.f PARTICULARS REGARDING THE CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO This being an investment company, the details regarding conservation of energy, technology absorption are not applicable. Foreign exchange earnings : Nil Foreign exchange outgo : Nil PARTICULARS OF EMPLOYEES The company has no employee covered under section 217(2A) of the Companies Act, AUDITORS' REPORT The Annual Accounts for the year have been audited by the Statutory Auditors. The auditors in their report have invited attention to notes no. 6, 8, 9 and 16 of the notes to accounts in schedule 20 of balance sheet. The position is further explained as under: i) Note No. 6: This is regarding non-provision of loss against investment of Rs lacs fraudulently sold by a broker. In the opinion of directors and as per legal advice, the claim of the company is good. Hence no provision has been made. ii) iii) Notes No. 8 & 9: These are regarding non-provision of diminution in value of one subsidiary company and diminution in value of investments. The Company has not considered any provision for diminution in the value of the investments, including investment in one subsidiary company. In the opinioaof the management, these investments are long-term strategic investments and any diminution in the value is of temporary nature. Note No. 16: This is regarding non-provision against loan and advances amounting to Rs lacs subject to litigation. The directors expect to recover the same. M/s. Lodha & Co., Joint Statutory Auditors have resigned. M/s. N.C. Aggarwal &Co., Statutory Auditors of the Company retire at the conclusion of the ensuing annual general meeting. The Company has received intimation from them to the effect that their appointment, if made, would be within the limit prescribed under section 224( 1 -B) of the Companies Act, Accordingly, they are proposed to be appointed as Statutory Auditors of the company for the year SUBSIDIARY COMPANIES The Company has four subsidiaries namely Jindal Holdings Limited, Jindal Steel & Alloys Limited, Jindal Stainless (Mauritius) Limited and Massillon Stainless Inc., USA. The annual accounts of the aforesaid subsidiary companies alongwith a statement pursuant to section 212 of the Companies Act, 1956 are attached with this report.

10 Jl JiriDAL STRIPS LIMITED ANNUAL REPORT DIRECTORS Sh. O.P. Vaish resigned during the year. The Board places on record its appreciation for the valuable contribution made by Sh. O.P. Vaish. Industrial Development Bank of India withdrew nomination of Sh. S. Ravi, Director of the company and instead nominated Dr. B.C. Jain as its new nominee. The Board places on record its appreciation for the valuable contribution made by Sh. S. Ravi. IFCI Ltd. withdrew nomination of Sh. S. Lahiri, Director of the company. The Board places on record its appreciation for the valuable contribution made by Sh. S. Lahiri. Sh. Suman Jyoti Khaitan and Dr. Lokesh Kumar Singhal were inducted as Additional Director on 20 th November, 2002 and 2 nd June, Keeping in view the Scheme of Arrangement & Demerger between Jindal Strips Limited and Jindal Stainless Limited, it was felt necessary to reconstitute the Board of directors of both the Companies. In furtherance to this, Sh. Naveen Jindal, Sh. N.C. Mathur, Sh. Suman Jyoti Khaitan, Dr. Lokesh Kumar Singhal resigned and Sh. H.V. Mishra and Sh. Rakesh Garg were inducted as Directors. In view of the restructuring schemes, Dr. B.C. Jain also ceased to be nominee director of IDBI. The Board places on record its appreciation for the valuable contribution made by Sh. Naveen Jindal, Sh. N.C. Mathur, Sh. Suman Jyoti Khaitan, Dr. Lokesh Kumar Singhal & Dr. B.C. Jain. Sh. Rajinder Parkash, Director, will retire at the annual general meeting by rotation and being eligible offers hirrfself for reappointment. DEMATERIALISATION OF SHARES The members are aware that the company's equity shares are under compulsory trading in dematerialised form for all categories of investors. The members are, therefore, again advised to get their shares dematerialised as trading of the shares will have to be in the electronic form only. UNCLAIMED / UNPAID DIVIDEND The Company has already transferred, unclaimed dividend declared upto the financial year ended 31 s! March, 1995 of Jindal Strips Limited and up to the financial year ended 31 st March, 1994 of erstwhile Jindal Ferro Alloys Limited (merged with Jindal Strips Limited) to the general revenue account of the Central Government as required by the Companies Unpaid Dividend (Transfer to the General Revenue Account of the Central Government) Rules, The members who have not encashed their dividend warrants for or earlier years and members of erstwhile Jindal Ferro Alloys Limited who have not encashed their dividend warrants for or before may claim their dividend from the Registrar of Companies, Delhi and Haryana, Paryavaran Bhawan, C.G.O. Complex, Lodi Road, New Delhi The members who have not encashed their dividend warrants for the years , , , , , and are requested to encash the same after getting the same revalidated by the Company. 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: (a) that in the preparation of the annual accounts for the financial year ended 31 st March, 2003, the applicable accounting standards had been followed alongwith proper explanation relating to material departures; (b) that the directors had selected such accounting policies and applied them consistently and made judgements 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) (d) 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; that the directors had prepared the accounts for the financial year ended 31 st March, 2003 on a 'going concern' basis. CORPORATE GOVERNANCE With increasing globalisation, there has been a renewed thrust on corporate governance in India. Your company continues to be a pioneer in benchmarking its corporate governance policies with the best in the industry and its efforts are widely recognized by investors. A report on corporate governance as per listing agreement is provided in the corporate governance section in this report. The auditors' certificate on compliance with the mandatory recommendations of the committee is annexed to this report. MANAGEMENT DISCUSSION AND ANALYSIS REPORT Management Discussion and Analysis Report as required under the listing agreements with the stock exchanges is enclosed with this report. ACKNOWLEDGEMENT Your directors would like to express their appreciation for the continued assistance and co-operation by the Central and State Governments, financial institutions, banks, customers, dealers and suppliers, during the year under review. Your directors also wish to place on record their deep sense of appreciation for the services rendered by the executives, staff and workers of the company. New Delhi 9" 1 October, 2003 For and on behalf of the Board of directors O.P. JINDAL Chairman 10