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Directors Report of Jindal Photo Ltd.

Mar 31, 2016

To the members,

The Directors have pleasure in presenting the Thirteenth Annual Report together with the audited financial statements of the Company for the year ended 31st March 2016.

FINANCIAL RESULTS

(Rs./Lac)

Year ended 31-3-2016

31-3-2015

Income

-

-

Profit/(Loss) before Interest, Depreciation & Tax

Less:

(88)

(17)

i) Provision for Depreciation

7

7

ii) Provision for Taxation

-

-

iii) Deferred Tax Liability/(Asset) for the year

-

-

iv) Taxation related to earlier period

-

-

v) Finance Cost

62

-

Profit/(Loss) After Tax

(157)

(24)

Add: Previous year profit brought forward

8566

8590

Balance Available for appropriations

-

-

Appropriations

-

-

Transfer to Reserve Fund

-

-

Balance Carried to Balance Sheet

8409

8566

DEMERGER OF MANUFACTURING DIVISION OF THE COMPANY

The Board of Directors of Jindal Photo Limited at their meeting held on 12th January 2015 approved the scheme of arrangement (''the scheme'') between Jindal Photo Limited ("Demerged Company") and Jindal Poly Films Limited ("Resulting Company") for the demerger of the demerged undertaking (as defined in part (Ill) of the Scheme - Business of Manufacture, production, sale and distribution of photographic products of demerged company into the Resulting Company.

The scheme had been approved by BSE Limited ("BSE") and National Stock Exchange of India Limited ("NSE") vide their letter dated 11.03.2015 & 12.03.2015 respectively. Equity shareholders and secured creditors of the Company had also approved the scheme in their respective meetings held on 13th August 2015 as per the direction of Hon''ble High Court of judicature at Mumbai. The Hon''ble High Court of Judicature at Allahabad and Bombay vide their Order dated 12th October, 2015 and 26th February, 2016 respectively also sanctioned the Scheme of Arrangement.

As per the scheme, the Demerged Undertaking of Jindal Photo Limited stand transferred to the Resulting Company with effect from 1st April 2014, the Appointed Date. Creditors and the core operations has been transferred to the Resulting Company i.e. Business of Manufacture, production, sale and distribution of photographic products.

The Company has made all Statutory Compliances and received necessary confirmation from SEBI through NSE (Designated Stock Exchange). Pursuant to the sanctioned/ approved Demerger Scheme, Company had fixed 13th May, 2016 as record date. In terms of Share Exchange Ratio, the Jindal Poly Films Limited (Resulting Company) has issued and allotted on 30th May, 2016 fully paid-up 17,38, 700 equity shares to the equity shareholders of Jindal Photo Ltd. (Demerged/Transferor Company) as per Share Exchange Ratio specified in the sanctioned Scheme.

OPERATIONS

Presently your company is engaged in the business of holding strategic investment in shares of group companies and has earned total revenue of Rs. 2.40 lacs and Loss of Rs. 157 lacs.

DIVIDEND

The Board of Directors has not recommended any dividend during the financial year.

The Board of the Company has been constituted in compliance of the provisions of the Companies Act, 2013 read with rules made there under as amended from time to time and also in compliance of the SEBI (LODR) Regulations, 2015. Ms. Geeta Gilotra who retires by rotation and being eligible, offers herself for reappointment.

Ms. Gunjan Gupta, Mr. Uttam Garodia, Mr. Krishnaswamy Ramaswamy Iyer, Mr. Kamal Kumar Jain and Mr. Shammi Gupta have ceased to be directors of the Company. Mr. Vinumon Kizhakkeveetil Govindan, Ms. Geeta Gilotra and Mr. Manoj Kumar Rastogi has appointed Directors and Managing Director respectively of the Company. For details refer the Corporate Governance Report that forms part of this Annual Report.

NUMBER OF MEETINGS

The Board met six times during the Financial Year, the details of which are given in the Corporate Governance Report that forms part of this Annual Report. The intervening gap between any two meetings was within the period prescribed by the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015.

DETAILS OF LOAN & GUARANTEE

The details of loans, guarantees and investments under Section 186 of the Companies Act, 2013 read with Companies (Meeting of Board and its Powers) Rules, 2014 are as follows :-

a) Details of investments made by the Company as on 31st March, 2016 (including investments made in previous years). The details of which are given in the Note 8 to the Financial Statements that forms part of this Annual Report

b) Details of loans given by the Company:

(i) Mandakini Coal Co Ltd. : Rs. 537.85 lacs

c) Details of Corporate Guarantee given by the Company

(i) To Axis Bank Limited in respect loan given to Mandakini Coal Co Ltd. : Rs. 2026 lacs

RISK MANAGEMENT

Your Company recognizes that risk is an integral part of business and is committed to manage the risks in a proactive and efficient manner. Your Company periodically assesses risks in the internal and external environment, along with the cost of treating risks and incorporates risk treatment plans in its strategy. The Internal Audit Department facilitates the execution of Risk Management Practices in the Company, in the areas of risk identification, assessment, monitoring, mitigation and reporting. The Company has laid down procedures to inform the Audit Committee as well as the Board of Directors about risk assessment & management procedure and status.

All properties of the Company have been properly insured against all kind of risks.

ISSUE OF SHARE CAPITAL

There is no further issue of share capital during the year. DEPOSITS

The Company has not accepted any deposit during the period.

SELECTION OF NEW DIRECTORS AND BOARD MEMBERSHIP CRITERIA

The Nomination and Remuneration Committee works with the Board to determine the appropriate characteristics, qualification, skills and experience for the Board as a whole and its individual members with the objective of having a Board with diverse backgrounds and experience. As per the provisions of Section 178(3) of the Companies Act, 2013, the Nomination and Remuneration Committee has formulated a "Policy on Remuneration of Director, Key Managerial Personnel & Senior Employees'' and same can be assessed at the website of the company.

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

The Company proactively keep its Independent Directors informed of the activities of the Company, its management and operations and provides an overall industry perspective as well as issues being faced by the Industry.

The Policy on the Company''s familiarization programme for Independent Directors has been uploaded at the company''s website.

INDEPENDENT DIRECTORS DECLARATION

The Company has received the necessary declaration from each Independent Director in accordance with Section 149(7) of the Companies Act, 2013, that he meets the criteria of independence as laid out in sub section (6) of Section 149 of the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015.

BOARD EVALUATION

The Board evaluated the effectiveness of its functioning and that of the Committees and of individual directors by seeking their inputs on various aspects of Board/ Committee Governance.

The aspects covered in the evaluation included the contribution to and monitoring of corporate governance practice and the fulfillment of Directors'' obligations and fiduciary responsibilities, including but not limited to, active participation at the Board and Committee meetings.

Meeting with Independent directors and the Chairman of the Nomination and Remuneration Committee had one-on-one meetings with the Executive and Non-Executive Directors. These meetings were intended to obtain Directors'' inputs on effectiveness of Board/Committee processes.

CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE

In compliance with Section 135 of the Companies Act, 2013, the Board of Directors has constituted the QSR Committee. The terms of reference of the CSR Committee broadly comprises:

1. To formulate CSR Policy and include activities that may be undertaken by the Company as specified in Schedule VII of the Companies Act, 2013.

2. To recommend the amount of expenditure to be incurred on the activities referred above.

3. To monitor the CSR Policy of the Company from time to time.

During the year under review, Corporate Social Responsibility Committee met on 12th February, 2016 and the same was attended by all the committee members. The Company wanted to spend the amount on its own by undertaking the projects, programs or activities as specified in Schedule VII of the Companies Act, 2013. However the Company could not undertake the activities due to company has incurred average loss during the Financial Year 2015-16. Accordingly, the Annual Report on the CSR activities has not been included in this report.

The Contents of Corporate Social Responsibility Policy has been included as part of the Directors Report as "Annexure - I" thereto and can also be accessed at the website of the Company.

DIRECTORS'' RESPONSIBILITY STATEMENT

In accordance with the provisions of section 134(5) of the companies act, 2013 the board hereby submits its responsibility statement:-

(a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) the directors had 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 and of the profit and loss of the company for that period;

(c) The directors had 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) The directors had prepared the annual accounts on a going concern basis; and

(e) The Directors had laid down internal Financial Control to be followed by the Company and that such Internal Financial Controls are adequate and were operating effectively.

(f) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

COMMITTEES OF THE BOARD

Due to change in the composition of the Board of the Company and to comply with the requirements of the Companies Act, 2013, read with rules made there under as amended from time to time and the SEBI (LODR) Regulations, 2015 at present, the followings committees of the Board has been constituted/reconstituted comprises of the following directors:-

(a) Audit Committee:

Sh Vinumon Kizhakkeveetil Govindan, Chairman Sh Shiv Kumar Mittal Sh. M.K. Rastogi

(b) Corporate Social Responsibility Committee

Sh. Vinumon Kizhakkeveetil Govindan, Chairman Sh Shiv Kumar Mittal Sh M.K. Rastogi

(c) Nomination and Remuneration Committee

Sh Vinumon Kizhakkeveetil Govindan, Chairman Sh Shiv Kumar Mittal Sh. Geeta Gilotra

(d) Stakeholders Relationship Committee

Sh Vinumon Kizhakkeveetil Govindan, Chairman Sh Shiv Kumar Mittal Sh M.K. Rastogi

LISTING OF SHARES

The equity shares of your company are listed on National Stock Exchange of India Limited and BSE Limited (known as Bombay Stock Exchange). The listing fee for the year 2016-2017 has already been paid to both the stock exchanges.

WHISTLE BLOWER POLICY - VIGIL MECHANISM

In terms of the provisions of Sec 177(9) & (10) of the Companies Act, 2013 and in compliance of provisions of Regulation 22 of the SEBI (LODR) Regulations, 2015, a Vigil Mechanism for Stakeholders, Employees and Directors of the Company has been established. The Whistle Blower Policy duly approved by the Board of Directors has been uploaded on the website of the Company.

RELATED PARTY TRANSACTIONS

The Related Party Transactions that were entered during the financial year under review were on arm''s length basis and were in the ordinary course of business. There were no materially significant Related Party Transactions entered into by the Company during the year under review. None of the Directors has any pecuniary relationships or transactions vis-a-vis the Company. The Board of Directors, on the recommendation of the Audit Committee, has approved a policy to regulate transactions between the Company and its Related Parties, in compliance with the applicable provisions of the Companies Act, 2013, the Rules made there under and in compliance of provisions of Regulation 23 of the SEBI (LODR) Regulations, 2015. The Policy on Related Party Transactions has been uploaded on the website of the Company. Particulars of contracts/arrangements entered into by the company with related parties referred to in sub section (1) of section 188 of the Companies Act, 2013 including certain arm''s length transactions under third proviso thereto is enclosed as "Annexure-VI".

DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY

The Board of Directors has adopted the Risk Management Policy which sets out the framework for the management of risks faced by the Company in the conduct of its business to ensure that all business risks are identified, managed and monitored. The contents of Risk Management Policy have been included in Management Discussion and Analysis forming part of this report.

INTERNAL CONTROLS SYSTEMS AND THEIR ADEQUACY

The Company has proper and adequate system of internal controls. The information about Internal Controls is set out in the Management Discussion and Analysis forming part of this report.

INTERNAL FINANCIAL CONTROLS

The Company has established Internal Financial Control System for ensuring the orderly and efficient conduct of the business including adherence to Company''s policies, the safeguarding of assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable Financial Statements.

CORPORATE GOVERNANCE

The Company has complied with all the mandatory provisions of Corporate Governance as prescribed in the SEBI (LODR) Regulations, 2015. A separate report on Corporate Governance is included as a part of the Annual Report along with Auditor''s Certificate on its compliance.

CONSOLIDATED FINANCIAL STATEMNTS

In accordance with Accounting Standard 21 - Consolidated Financial Statements, the consolidated accounts form part of this report & accounts. These accounts have been prepared from the audited/un-audited financial statements received from Joint Venture/Subsidiary Companies, as approved by their Board of Directors. The Consolidated Financial Statements also reflects minority interest in associates as per Accounting Standard - 23 on "Accounting for investments in associates in Consolidated Financial Statements and proportionate share of interest in Joint Venture as per Accounting Standard - 27 on "Financial Reporting of interest in Joint Ventures." Pursuant to the provisions of Section 129 of the Companies Act, 2013 and rules framed there under, the salient features of the financial statements, performance and financial positions of each subsidiary and a joint venture is enclosed as "Annexure-II"

SUBSIDIARY COMPANIES AND THEIR FINANCIAL STATEMENTS

Consolidated Mining Limited, Mandakini Exploration and Mining Limited, Xeta Properties Private Limited, Opus Conbuild Private Limited, Opus Prop build Private Limited, Cornet Ventures Limited, Jindal India Powertech Limited, Jindal India Thermal Power Limited, Hindustan Powered Limited, Edward Supply Private Limited and Jindal Solar Powertech Limited are continuing to be the subsidiaries of the Company during the period under review. Jindal Operation and Maintenance Limited has become subsidiary of the Company during the financial year. Jindal Imaging Limited and Jindal Photo Imaging Limited have ceased to be subsidiaries of the Company pursuant to sanctioned scheme of demerger between Jindal Photo Ltd. and Jindal Poly Films Ltd. and their respective shareholders and creditors.

The Annual Accounts and related information of these subsidiaries will be made available, upon request and also be open for inspection at the Registered Office, by any Shareholder.

REMUNERATION OF THE DIRECTORS / KEY MANAGERIAL PERSONNEL (KMP) AND PARTICULARS OF EMPLOYEES

Disclosures with respect to the remuneration of Directors and employees as required under Section 197 of Companies Act, 2013 and Rule 5(1) and 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

There is no employee of the Company employed throughout the Financial Year 2015-16 and were paid remuneration not less than Rs. 60 Lacs per annum and also is no employee who have worked for the part of the year and were paid remuneration during the Financial Year 2015-16 at a rate which in aggregate was not less than Rs. 5 Lacs per month:

Sl.

No.

Name of Director/KMP

Category

Ratio of remuneration of each director to median remuneration of Employees

% increase in Remuneration

1.

Shammi Gupta

Managing

Director

-

-

2.

Krishnaswamy

Ramaswamy

Iyer

Whole Time Director

-

-

3.

Manoj Kumar Rastogi

CFO

-

-

4.

AshokYadav

Company

Secretary

-

-

Pursuant to sanctioned scheme of arrangement, between Jindal Photo Limited ("Demerged Company") and Jindal Poly Films Limited ("Resulting Company") the remuneration paid to Mr. Shammi Gupta, Managing Director, Mr. Krishnasamy Ramaswamy, Whole Time Director and Mr. Manoj Kumar Rastogi, CFO is pertaining to demerged undertaking which has been demerged into Resulting Company and accordingly details of remuneration paid to above managerial personal is not shown hereinabove.

(i) The percentage decrease in the median remuneration of employees in the financial year is not comparable.

(ii) The number of permanent employees is 1(one).

(iii) The explanation on the relationship between average decrease in remuneration and Company performance are not comparable due to losses.

(iv) remuneration of the Key Managerial Personnel against the performance of the Company is not comparable.

Particulars

(in Rs. Lacs)

Remuneration of Key Managerial Personnel aggregated

10.87

Revenue (Total Income)

2.40

Remuneration (as % of revenue)

-

Net profit/(Loss) for the year

(156.51)

Remuneration (as % of Net Profit for the year )

-

(v) Variations in the market capitalization of the Company, price earnings ratio as at the closing date of the current financial year and previous financial year and percentage increase over decrease in the market quotations of the shares of the Company in comparison to the rate at which the Company came out with the last public offer in case of listed companies, and in case of unlisted companies, the variations in the net worth of the Company as at the close of the current financial year and previous financial year.

Particulars

As at 31st March, 2016

As at 31st March, 2015

Variation

Closing rate of Share (NSE) (Rs. per share)

160.90

124.95

28.77 %

EPS (Rs. per share)

(1.53)

(0.23)

(565.22 %)

Market Capitalization (Rs.in Crores)

165.06

128.18

28.77 %

Price Earnings ratio

0

0

0 %

(vi) Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration.

Company has incurred losses during last two financial year. Therefore remuneration has not been compared

(vii)Comparison of remuneration of the Key Managerial Personnel against the performance of the Company. Company has incurred losses during last two financial year. Therefore remuneration has not been compared against the performance of the Company.

(viii) The key parameters for any variable component of remuneration availed by the directors: NIL

(ix) The ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year: NIL

(x) The remuneration paid to the Directors / Key Managerial Personnel (KMP) is in accordance with the remuneration policy of the Company.

SHARE REGISTRY ACTIVITIES

Company has appointed M/s Link In time India Pvt Limited, a Category I, Registrar and Share Transfer Agent registered with SEBI to handle the work related to share registry.

AUDITORS

M/s B K Shroff & Company, Chartered Accountants, New Delhi, the statutory auditors of your Company are retiring at the ensuing Annual General Meeting and being eligible, we recommend their re-appointment. They have furnished a certificate to the effect that their re-appointment, if made, will be in accordance with the provisions of Companies Act, 2013.

AUDITORS'' REPORT

The comments / observations of Auditors are explained wherever necessary in the appropriate notes to the accounts which are self-explanatory and do not call for further explanation.

SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT

The Board had appointed M/s Grover Ahuja & Associates, Company Secretaries in Whole -time Practice, to carry out Secretarial Audit under the provisions of Section 204 of the Companies Act, 2013 for the financial year 2015

16. The report of the Secretarial Auditor is annexed to this report as Annexure III. The report does not contain any qualification.

NOMINATION AND REMUNERATION POLICY

The Board of Directors, on the recommendation of the Nomination & Remuneration Committee, has approved a policy for selection, appointment & remuneration of Directors, Key Managerial Personnel (KMP) and Senior Management employees of the Company. The said policy is enclosed as a part of this report as "ANNEXURE - IV".

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company don''t have any manufacturing facility, in view disclosure of information in respect of energy conservation, technology absorption is not applicable to the Company. There is no foreign exchange earnings and outgo during the period under review.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return as provided under sub-section (3) of Section 92 in Form MGT 9 is enclosed in "ANNEXURE - V".

ACKNOWLEDGEMENT

Your Directors take this opportunity to express their sincere appreciation towards the whole-hearted support and co-operation of Banks, employees, various government authorities and all other stakeholders. for Jindal Photo Ltd.

For and on behalf of the Board

(Manoj Kumar Rastogi) (Vinumon K.G.)

Managing Director Director

DIN: 07585209 DIN: 07558990

Place : New Delhi

Dated : 22nd August, 2016


Mar 31, 2014

To the members,

The Directors have pleasure in presenting the Eleventh Annual Report together with the audited financial statements of the Company for the year ended 31st March 2014.

FINANCIAL RESULTS (Rs./Lac)

Year Ended Year Ended 31/03/2014 31/03/2013

Revenue from operations 39384 52108

profit/(Loss) before Finance cost, Depreciation & Tax (2445) 1364

Less : i) Finance Cost 543 549

ii) Depreciation 180 179

iii) Provision for Taxation, including previous years (688) 290

iv) Deferred Tax Liability/(Asset) for the year (239) 16

profit/(Loss) After Tax (2241) 330

Balance Brought Forward 15103 14773

profit Available for appropriations 12862 15103

Appropriation

Provision for Dividend - -

Tax on Dividend - -

Transfer to General Reserves - -

Balance Carried to Balance Sheet 12862 15103

OPERATIONS

During the year under review, your company has earned revenue from operations of Rs. 393.84 Crores and however incurred operation loss of Rs. 24.45 Crores. This loss is mainly because of foreign exchange fuctuations and change in accounting policy during the financial year 2013-14. The Company is looking forward positively to do better in coming years in view of adequate measures taken by the company to prevent the operation losses. The Company is continue to have marketing tie up with Kodak (Singapore) Pte. Limited, as their Authorised Seller in India to promote, market, sell and distribute its products such as photographic paper, chemicals and Retail System Solution portfolio of thermal printers and media.

DIVIDEND

The Board of Directors has not recommended any dividend during the financial year to use internal accruals within the Company for meeting its future business requirements.

ISSUE OF SHARE CAPITAL

There is no further issue of equity share capital during the year. However Company has issued and allotted 4,74,00,000/- (Rs. Four Crore Seventy Four Lac Only) zero percent redeemable Non- convertible preference shares face value of Rs. 10/- each fully paid up aggregating to Rs. 47,40,00,000/- by converting unsecured loan and interest thereon to promoter group companies namely Consolidated Finvest and Holdings Limited and Jindal Photo Investments Limited on 28th March, 2014.

DEPOSITS

The Company has not accepted any deposit during the period.

DIRECTORS

The Board of the Company has been re-constituted in compliance of the provisions of the Companies Act, 2013 read with rules made thereunder as amended from time to time and also in compliance of Listing Agreement with the Stock Exchanges. Mr. Shiv Kumar

Mittal, Mr. Kamal Kumar Jain and Mr. Uttam Garodia has been recommended to be appointed as Independent Directors of the Company not liable to retire by rotation for a period of 5 years. Ms. Gunjan Gupta has also been recommended to be appointed as Non-Executive Director of the Company, liable to retire by rotation. For details in respect of appointment of aforesaid directors Explanatory Statement to the Notice of the meeting Item No. 3 to 6 may be referred.

DIRECTORS'' RESPONSIBILITY STATEMENT AS PER SECTION 217(2AA) OF THE COMPANIES ACT, 1956.

The Directors confirm:

a) That in the preparation of the annual accounts, the applicable accounting standards have been followed alongwith proper explanations relating to material departures, if any;

b) That 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 and of the profit or loss of the company for the year under review;

c) That they have taken proper and suffcient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 and for preventing and detecting frauds and other irregularities;

d) That they have prepared the annual accounts on ''going concern'' basis.

COMMITTEES OF THE BOARD

Due to change in the composition of the Board of the Company and to comply with the requirements of the Companies Act, 2013, read with rules made thereunder as amended from time to time and Listing agreement with the Stock Exchanges at present, the followings committees of the Board has been constituted/reconstituted comprises of the following directors:-

(a) Audit Committee:

Sh Kamal Kumar Jain, Chairman Sh Shiv Kumar Mittal Sh Shammi Gupta

(b) Corporate Social Responsibility Committee

Sh Shiv Kumar Mittal, Chairman Sh Shammi Gupta Sh Uttam Garodia

(c) Nomination and Remuneration Committee

Sh Kamal Kumar Jain, Chairman

Sh Shiv Kumar Mittal Ms Gunjan Gupta

(d) Stakeholders Relationship Committee

Sh Kamal Kumar Jain, Chairman Sh Shiv Kumar Mittal Sh Shammi Gupta

LISTING OF SHARES

The equity shares of your company are listed on National Stock Exchange of India Limited and BSE Limited (known as Bombay Stock Exchange). The listing fee upto the year 2014-2015 has already been paid to both the stock exchanges.

CORPORATE GOVERNANCE

The Company has complied with all the mandatory provisions of Corporate Governance as prescribed in terms of clause 49 of the Listing Agreement with the Stock Exchanges. A separate report on Corporate Governance is included as a part of the Annual Report along with Auditor''s Certifcate on its compliance.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with Accounting Standard 21 – Consolidated Financial Statements, the consolidated accounts form part of this report & accounts. These accounts have been prepared from the audited/un-audited financial statements received from Joint Venture/Subsidiary Companies, as approved by their Board of Directors.

Consolidated Financial Statements also refects minority interest in associates as per Accounting Standard – 23 on "Accounting for investments in associates in Consolidated Financial Statements and proportionate share of interest in Joint Venture as per Accounting Standard – 27 on "Financial Reporting of interest in Joint Ventures."

SUBSIDIARY COMPANIES AND THEIR FINANCIAL STATEMENTS

Jindal Imaging Limited, Cornet Ventures Limited, Jindal Photo Imaging Limited (Formally known as Jindal Photo Investments and Finance Limited), Jindal India Power tech Limited, Jindal India Thermal Power Limited, Hindustan Powergen Limited, Edward Supply Private Limited and Jindal Solar Powertech Limited are continuing to be the subsidiaries of the Company during the period under review.

The Ministry of Corporate Affairs, Government of India has allowed general exemption to Companies from complying with Section 212(8) of the Companies Act, 1956, provided such companies publish audited consolidated financial statements in the Annual report. Your Board has decided

to avail the said general exemption from applicability of provisions of Companies Act, 1956 and accordingly, the Annual Accounts of the above Subsidiary Companies for the financial year ended March 31, 2014 are not being attached with the Annual report of the Company and the specified financial highlights of the said Subsidiary Companies are disclosed in the Annual Report, as part of the Consolidated Financial Statements. The audited Annual Accounts and related information of subsidiary companies will be made available, upon request and also be open for inspection at the Registered office, by any Shareholder.

INVESTMENT IN JINDAL INDIA POWERTECH LIMITED

The company has so far invested Rs. 35.73 crore in Redeemable Preference Shares of Jindal India Powertech Limited. However there is no further investment made in Equity shares of Jindal India Powertech Limited, during the year under review.

INVESTMENT IN MANDAKINI COAL COMPANY LIMITED

The Company has not made investment in the share capital in its Joint Venture Company namely Mandakini Coal Company Limited, during the year under review.

SHARE REGISTRY ACTIVITIES

In terms of SEBI circular No. D&CC/FITTC/CIR-15/2002 dated 27th December, 2002, your company has appointed M/s Link Intime India Pvt Limited (formerly Intime Spectrum Registry Limited), a Category I, Registrar and Share Transfer Agent registered with SEBI to handle the work related to share registry.

AUDITORS

M/s B K Shroff & Company, Chartered Accountants, New Delhi, the statutory auditors of your Company are retiring at the ensuing Annual General Meeting and being eligible, we recommend their re-appointment. They have furnished a certifcate to the effect that their re-appointment, if made, will be in accordance with the provisions of the Companies Act, 1956 and/or the Companies Act, 2013.

AUDITORS'' REPORT

The comments / observations of Auditors are explained wherever necessary in the appropriate notes to the

accounts which are self-explanatory and do not call for further explanation.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

A statement containing necessary information, as required under the Companies (Disclosure of particulars in the report of Board of Directors) Rules, 1988 is annexed and forms part of this report.

PERSONNEL

Your directors would like to place on record their appreciation of the dedicated and loyal services rendered by the officers, staff and workers of the Company.

The information required under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employee) Rules, 1975 are not applicable to the Company as there is no employee who has received the remuneration of Rs. 5,00,000 per month and/or above or Rs. 60,00,000 per annum and/or above during the year under review.

ISO 9001:2008 ACCREDITATION

Your Company''s manufacturing facilities at Dadra & Nagar Haveli continues to maintain ISO Standard and achieved the prestigious ISO 9001:2008 certification by SGS, a leading international certification company.

ACKNOWLEDGEMENT

Your Directors take this opportunity to express their sincere appreciation towards the whole-hearted support and co-operation of M/s Fujiflm Corporation, Japan, M/s Fuji Hunt Photographic Chemicals Pte Ltd., Singapore, Kodak (Singapore) Pte. Limited, Banks and various government authorities. The Directors also thank its Agents, Dealers and Customers for their continued patronage of the Company''s products.

For and on behalf of the Board (Shammi Gupta) (Kamal Kumar Jain) Managing Director Director DIN:00006384 DIN: 00649522

Place : New Delhi Dated : 14th August, 2014


Mar 31, 2013

To the members,

The Directors have pleasure in presenting the Tenth Annual Report together with the audited accounts of the Company for the year ended 31st March 2013.

FINANCIAL RESULTS

(Rs./Lac) Year Ended 31/03/2013 31/03/2012

Revenue from operations 52108 43893

Profit before Finance cost, Depreciation & Tax 1364 2766

Less : i) Finance Cost 549 198

ii) Depreciation 179 180

iii) Provision for Taxation, including previous years 290 894

iv) Deferred Tax Liability/(Asset) for the year 16 (16)

Profit After Tax 330 1510

Balance Brought Forward 14773 13533

Profit Available for appropriations 15103 15043

Appropriation

Provision for Dividend 103

Tax on Dividend 17

Transfer to General Reserves 151

Balance Carried to Balance Sheet 15103 14,773

OPERATIONS

During the year under review, your company has earned revenue from operations of Rs. 521.08 Crores and earned operational profit of Rs. 13.64 Crores. The Company is looking forward positively to do continuously better in coming years in view of marketing tie up with Kodak (Singapore) Pte. Limited, as their Authorised Seller in India to promote, market, sell and distribute its products such as photographic paper, chemicals, roll films, cine positive films and Retail System Solution portfolio of thermal printers and media.

DIVIDEND

The Board of Directors has not recommended any dividend during the financial year to use internal accruals within the Company for meeting its future business requirements.

ISSUE OF SHARE CAPITAL

There is no further issue of share capital during the year.

DEPOSITS

The Company has not accepted any deposit and the provisions of Section 58 A of the Companies Act, 1956 are not applicable to the Company.

DIRECTORS

Mr. Shiv Kumar Mittal is retiring by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

Mr. Shiv Kumar Mittal and Mr. Kamal Kumar Jain, who were appointed as an additional director on the board on 30th August, 2012, had been confirmed as director by the Shareholders at the previous Annual General Meeting.

DIRECTORS'' RESPONSIBILITY STATEMENT AS PER SECTION 217(2AA) OF THE COMPANIES ACT, 1956.

The Directors confirm:

a) That in the preparation of the annual accounts, the applicable accounting standards have been followed alongwith proper explanations relating to material departures, if any;

b) That 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 and of the profit or loss of the company for the year under review;

c) That they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 and for preventing and detecting frauds and other irregularities;

d) That they have prepared the annual accounts on ‘going concern'' basis.

AUDIT COMMITTEE

At present, the audit committee comprises of the following directors:

Mr. Kamal Kumar Jain, Chairman

Mr. Shiv Kumar Mittal

Mr. Shammi Gupta

LISTING OF SHARES

The equity shares of your company are listed on National Stock Exchange Limited & Bombay Stock Exchange Limited.

The listing fee upto the year 2013-2014 has already been paid to both the stock exchanges.

CORPORATE GOVERNANCE

The Company has complied with all the mandatory provisions of Corporate Governance as prescribed in terms of clause 49 of the Listing Agreement with the Stock Exchanges. A separate report on Corporate Governance is included as a part of the Annual Report along with Auditor''s Certificate on its compliance.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with Accounting Standard 21 – Consolidated Financial Statements, the consolidated accounts form part of this report & accounts. These accounts have been prepared from the audited financial statements received from Subsidiary Companies, as approved by their Board of Directors.

Consolidated Financial Statements also reflects minority interest in associates as per Accounting Standard – 23 on "Accounting for investments in associates in Consolidated Financial Statements and proportionate share of interest in Joint Venture as per Accounting Standard – 27 on "Financial Reporting of interest in Joint Ventures."

SUBSIDIARY COMPANIES AND THEIR FINANCIAL STATEMENTS

Jindal Imaging Limited, Cornet Ventures Limited, Jindal Photo Investments and Finance Limited, Jindal India Powertech Limited, Jindal India Thermal Power Limited and Hindustan Powergen Limited are continuing to be the subsidiaries of the Company during the period under review. Edward Supply Private Limited and Jindal Solar Powertech Limited have become Subsidiary of the Company.

Consolidated Imaging Limited and Jindal India Power Ventures Limited have ceased to be subsidiaries of the Company in view of scheme of amalgamation approved by Hon''ble High Courts (For details Pl refer note number 38C).

The Ministry of Corporate Affairs, Government of India has allowed general exemption to Companies from complying with Section 212(8) of the Companies Act, 1956, provided such companies publish audited consolidated financial statements in the Annual report. Your Board has decided to avail the said general exemption from applicability of provisions of Companies Act, 1956 and accordingly, the Annual Accounts of the above Subsidiary Companies for the financial year ended March 31, 2013 are not being attached with the Annual report of the Company and the specified financial highlights of the said Subsidiary Companies are disclosed in the Annual Report, as part of the Consolidated Financial Statements. The audited Annual Accounts and related information of subsidiary companies will be made available, upon request and also be open for inspection at the Registered Office, by any Shareholder.

DEMERGER OF INVESTMENT DIVISION OF THE COMPANY

The Board of Directors in their meeting held on June 7, 2012 had approved a scheme of Demerger of Investment Division of the company into Jindal Photo Investments & Finance Limited. Due to various business grounds, the Board of Directors in their meeting held on February 25,

2013 decided to withdraw the said scheme of demerger. The Company moved an application of its proposal to withdraw the scheme of demerger to Bombay High Court which was allowed by the Hon'' ble High Court vide its order dated 26th March 2013.

INVESTMENT IN JINDAL INDIA POWERTECH LIMITED

There is no further investment made in Jindal India Powertech Limited, during the year under review.

INVESTMENT IN MANDAKINI COAL COMPANY LIMITED

The Company had further made investment amounting to Rs. 5 crore by way of subscription in the equity share capital in its Joint Venture Company namely Mandakini Coal Company Limited by acquiring another 50 lacs equity shares.

SHARE REGISTRY ACTIVITIES

In terms of SEBI circular No. D&CC/FITTC/CIR-15/2002 dated 27th December, 2002, your company has appointed M/s Link Intime India Pvt Limited (formerly Intime Spectrum Registry Limited), a Category I, Registrar and Share Transfer Agent registered with SEBI to handle the work related to share registry.

AUDITORS

M/s B K Shroff & Company, Chartered Accountants, New Delhi, the statutory auditors of your Company are retiring at the ensuing Annual General Meeting and being eligible, we recommend their re-appointment. They have furnished a certificate to the effect that their re-appointment, if made, will be in accordance with the sub-section (1B) of Section 224 of the Companies Act, 1956.

AUDITORS'' REPORT

The comments / observations of Auditors are explained wherever necessary in the appropriate notes to the accounts which are self-explanatory and do not call for further explanation.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

A statement containing necessary information, as required under the Companies (Disclosure of particulars in the report of Board of Directors) Rules, 1988 is annexed and forms part of this report.

PERSONNEL

Your directors would like to place on record their appreciation of the dedicated and loyal services rendered by the officers, staff and workers of the Company.

The information required under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employee) Rules, 1975 are not applicable to the Company as there is no employee who has received the remuneration of Rs. 5,00,000 per month and/or above or Rs. 60,00,000 per annum and/or above during the year under review.

ISO 9001:2008 ACCREDITATION

Your Company''s manufacturing facilities at Dadra & Nagar Haveli continues to maintain ISO Standard and achieved the prestigious ISO 9001:2008 Certification by SGS, a leading international certification company.

ACKNOWLEDGEMENT

Your Directors take this opportunity to express their sincere appreciation towards the whole-hearted support and co-operation of M/s Fujifilm Corporation, Japan, M/s Fuji Hunt Photographic Chemicals Pte Ltd., Singapore, Kodak (Singapore) Pte. Limited, Banks and various government authorities. The Directors also thank its Agents, Dealers and Customers for their continued patronage of the Company''s products.

For and on behalf of the Board

(Shammi Gupta) (Kamal Kumar Jain)

Managing Director Director

DIN:00006384 DIN: 00649522

Place : New Delhi

Dated : 13th August, 2013


Mar 31, 2012

The Directors have pleasure in presenting the Ninth Annual Report together with the audited accounts of the company for the year ended 31st March 2012.

FINANCIAL RESULTS (Rs./Lac)

Year Ended 31/03/2012 31/03/2011

Revenue from operations 43893 42527

Profit before Finance cost, Depreciation & Tax 2,716 2,714

Less : i) Finance Cost 147 8

ii) Depreciation 180 184

iii) Provision for Taxation, including previous years 894 796

iv) Deferred Tax Liability/(Asset) for the year (16) (87)

Profit After Tax 1,510 1,813

Balance Brought Forward 13,533 12,020

Profit Available for appropriations 15,043 13,834

Appropriation

Provision for Dividend 103 103

Tax on Dividend 17 17

Transfer to General Reserves 151 181

Balance Carried to Balance Sheet 14773 13,533

OPERATIONS

During the year under review, your company has earned rev- enue from operations of Rs. 438.93 Crores and earned op- erational profit of Rs. 27.16 Crores. The Company is looking forward positively to do better in coming years in view of Marketing tie up with Kodak (Singapore) Pte. Limited, as their Authorised Seller in India to promote, market, sell and distribute its products such as Photographic paper, chemi- cals, roll films, cine positive films and, Retail System Solu- tion portfolio of thermal printers and Media.

DIVIDEND

The Board has, subject to the approval of the members at the ensuing Annual General Meeting, recommended dividend of Rs 1/- per share, i.e. 10% for the year ended March 31, 2012.

Together with Corporate tax on Dividend, the total outflow on account of Dividend will be Rs. 119.22 lacs.

ISSUE OF SHARE CAPITAL

There is no further issue of share capital during the year.

DEPOSITS

The Company has not accepted any deposit and the provi- sions of Section 58 A of the Companies Act, 1956 are not applicable to the Company.

DIRECTORS

Mr. Shiv Kumar Mittal and Mr. Kamal Kumar Jain have been appointed as an additional director on the board on 30th August, 2012 and shall hold office up to the date of forth- coming Annual General Meeting. Notice under Section 257of the Companies Act, 1956 has been received from members indicating their intention to propose the appointment of Mr. Shiv Kumar Mittal and Mr. Kamal Kumar Jain as Directors of the Company.

Mr. S.C. Sharma w.e.f. 16th December, 2011 and Mr. Naveen Kumar Goel, Mr. Sunil Aggarwal and Mr. Sanjeev Kumar Aggarwal ceased to be Directors of the Company w.e.f. 30th August, 2012 The Board wishes to place on record its sincere appreciation for the valuable services rendered by all the aforesaid outgoing directors during their tenure as Director of the Company.

DIRECTORS' RESPONSIBILITY STATEMENT AS PER SECTION 217(2AA) OF THE COMPANIES ACT, 1956.

The Directors confirm:

a) That in the preparation of the annual accounts, the applicable accounting standards have been followed alongwith proper explanations relating to material de- partures, if any;

b) That they have selected such accounting policies and ap- plied them consistently and made judgments and esti- mates 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 and of the profit or loss of the company for the year under review;

c) That they have taken proper and sufficient care for the maintenance of adequate accounting records in accor- dance with the provisions of the Companies Act, 1956, and for preventing and detecting frauds and other irregu- larities;

d) That they have prepared the annual accounts on 'going concern' basis.

AUDIT COMMITTEE

At present, the audit committee comprises of the following directors.

Mr. Kamal Kumar Jain, Chairman Mr. Shiv Kumar Mittal Mr. Shammi Gupta

LISTING OF SHARES

The equity shares of your company are listed on National Stock Exchange Limited & Bombay Stock Exchange Limited.

The listing fee upto the year 2012-2013 has already been paid to both the stock exchanges.

CORPORATE GOVERNANCE

The Company has complied with all the mandatory provisions of Corporate Governance as prescribed in terms of clause 49 of the Listing Agreement with the Stock Exchanges. A separate report on Corporate Governance is included as a part of the Annual Report along with Auditor's Certificate on its compli- ance.

CONSOLIDATED FINANCIAL STATEMNTS

In accordance with Accounting Standard 21 - Consolidated Fi- nancial Statements, the consolidated accounts form part of this report & accounts. These accounts have been prepared from the audited financial statements received from Sub- sidiary Companies, as approved by their Board of Directors.

Consolidated Financial Statements also reflects minority

interest in associates as per Accounting Standard – 23 on "Accounting for investments in associates in Consolidated Financial Statements and proportionate share of interest in Joint Venture as per Accounting Standard – 27 on "Financial Reporting of interest in Joint Ventures."

SUBSIDIARY COMPANIES AND THEIR FINANCIAL STATEMENTS

Jindal Imaging Limited and Cornet Ventures Limited (for- mally known as Jindal India Finvest & Holdings Limited) are continuing to be the wholly owned subsidiaries of the Com- pany during the period under review.

Jindal India Powertech Limited, Jindal Photo Investments and Finance Limited, Jindal India Thermal Power Limited, Jindal India Power Ventures Limited and Hindustan Powergen Limited have become Subsidiaries of the Company. The scheme of amalgamation in respect of amalgamation of Consolidated Imaging Limited and Jindal India Power Ventures Limited (Subsidiaries Company) into Hindustan Powergen Limited had already been approved by Hon'ble High Court of Judicature at Delhi and Hon'ble High Court of Judicature at Calcutta respectively, whereas Jindal Minerais & Metais Mozambique Limitada has been dissolved w.e.f 3.7.2012.

The Ministry of Corporate Affairs, Government of India has allowed general exemption to Companies from complying with Section 212(8) of the Companies Act, 1956, provided such companies publish audited consolidated financial state- ments in the Annual report. Your Board has decided to avail the said general exemption from applicability of provisions of Companies Act, 1956 and accordingly, the Annual Ac- counts of the above Subsidiary Companies for the financial year ended March 31, 2012 are not being attached with the Annual report of the Company and the specified financial highlights of the said Subsidiary Companies are disclosed in the Annual Report, as part of the Consolidated Financial Statements. The audited Annual Accounts and related infor- mation of subsidiary companies will be made available, upon request and also be open for inspection at the Regis- tered Office, by any Shareholder.

DEMERGER OF INVESTMENT DIVISION OF THE COMPANY

The Board of Directors of your Company at their meeting held on 7th June, 2012 had approved the Scheme of ar- rangement, wherein interalia proposed to demerge the In- vestment Division of the Company into Jindal Photo Invest- ments and Finance Ltd. (wholly owned subsidiary of the Company). Pursuant to the order of Hon'ble High Court of Judicature at Bombay vide its Order dated 24th August, 2012, a meeting of the Equity Shareholders of the Company be convened at the registered office of the Company at 260/ 23, Sheetal Industrial Estate, Demani Road, Dadra – 396193, Dadra & Nagar Haveli (U.T.) on Wednesday, the 10th day of October, 2012 at 11:30 a.m. for the purpose of consider- ing and, if thought fit, approving, with or without modifi- cations, the proposed Scheme of Demerger between Jindal Photo Limited and Jindal Photo Investments And Finance Limited.

INVESTMENT IN JINDAL INDIA POWERTECH LIMITED

During the year under review, the Company had further ac- quired 7.85 crore equity share of Jindal India Powertech Limited amounting to Rs. 47.10 crore.

INVESTMENT IN MANDAKINI COAL COMPANY LIMITED

The Company had further made investment of Rs. 6 crore by way of subscription in the equity share capital in its Joint Venture Company namely Mandakini Coal Company Limited by acquiring another 60 lacs equity shares.

SHARE REGISTRY ACTIVITIES

In terms of SEBI circular No. D&CC/FITTC/CIR-15/2002 dated 27th December, 2002, your company has appointed M/s Link Intime India Pvt Limited (formerly Intime Spectrum Registry Limited), a Category I, Registrar and Share Transfer Agent reg- istered with SEBI to handle the work related to share registry.

AUDITORS

M/s B K Shroff & Company, Chartered Accountants, New Delhi, the statutory auditors of your Company are retiring at the en- suing Annual General Meeting and being eligible, we recom- mend their re-appointment. They have furnished a certificate to the effect that their re-appointment, if made, will be in accordance with the sub-section (1B) of Section 224 of the Companies Act, 1956.

AUDITORS' REPORT

The comments / observations of Auditors are explained wher- ever necessary in the appropriate notes to the accounts which are self-explanatory and do not call for further explanation.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOR- EIGN EXCHANGE EARNINGS AND OUTGO

A statement containing necessary information, as required un- der the Companies (Disclosure of particulars in the report of Board of Directors) Rules, 1988 is annexed and forms part of this report.

PERSONNEL

Your directors would like to place on record their appreciation of the dedicated and loyal services rendered by the officers, staff and workers of the Company.

The information required under Section 217(2A) of the Compa- nies Act, 1956 read with the Companies (Particulars of Em- ployee) Rules, 1975 are not applicable to the Company as there is no employee who has received the remuneration of Rs. 5,00,000 per month and/or above or Rs. 60,00,000 per annum and/or above during the year under review.

ISO 9001:2008 ACCREDITATION

Your Company's manufacturing facilities at Dadra & Nagar Haveli continues to maintain ISO Standard and achieved the presti- gious ISO 9001:2008 Certification by SGS, a leading interna- tional certification company.

ACKNOWLEDGEMENT

Your Directors take this opportunity to express their sincere appreciation towards the whole-hearted support and co-opera- tion of M/s Fujifilm Corporation, Japan, M/s Fuji Hunt Photo- graphic Chemicals Pte Ltd., Singapore, Kodak (Singapore) Pte. Limited, Banks and various government authorities. The Direc- tors also thank its Agents, Dealers and Customers for their con- tinued patronage of the Company's products.

For and on behalf of the Board

(Shammi Gupta) (Kamal Kumar Jain)

Managing Director Director

DIN : 00006384 DIN : 00649522

Place : New Delhi

Dated : 30th August, 2012


Mar 31, 2011

To the members,

The Directors have pleasure in presenting the Eighth Annual Report together with the audited accounts of the company for the year ended 31st March 2011.

FINANCIAL RESULTS

(Rs./Lac)

Year Ended

31/03/2011 31/03/2010

Sales 42490 39,942

Profit before Interest, Depreciation & Tax 2765 2483

Less : i) Interest & Financial charges 59 303 ii)Provision for Depreciation 184 187

iii) Provision for Taxation, including previous year 796 552

iv)Deferred Tax Liability/(Asset) for the year (87) (10)

Profit After Tax 1,813 1,451

Balance Brought Forward 12,021 10,834

Profit Available for appropriations 13,834 12,285

Appropriation

Provision for Dividend 103 103

Tax on Dividend 17 17

Transfer to General Reserves 181 145

Balance Carried to Balance Sheet 13,533 12,020

OPERATIONS

During the year under review, your company has achieved a total turnover of Rs. 424.90 Crores and earned operational Profit of Rs. 27.65 Crores.

DIVIDEND

The Board has, subject to the approval of the members at the ensuing Annual General Meeting, recommended dividend of Rs 1/- per share, i.e. 10% for the year ended March 31, 2011.

Together with Corporate tax on Dividend, the total outfl ow on account of Dividend will be Rs. 119.22 lacs.

ISSUE OF SHARE CAPITAL

There is no further issue of share capital during the year.

DEPOSITS

The Company has not accepted any deposit and the provisions of Section 58 A of the Companies Act, 1956 are not applicable to the Company.

DIRECTORS

Mr. Sanjeev Kumar Aggarwal is retiring by rotation at the ensuing Annual General Meeting, and being eligible, offers himself for re-appointment.

Mr. Sunil Kumar Aggarwal has been appointed as an additional director on the board on 12th November

2010 and shall hold offi ce up to the date of forthcoming Annual General Meeting. Notice under Section 257 of the Companies Act, 1956 has been received from a member indicating his intention to propose the appointment of Mr. Sunil Kumar Aggarwal as Director of the Company.

Mr. Praveen Kumar Bansal, Director and Mr. Rajeev Agarwal, Whole Time Director of the Company ceased to be Director w.e.f. 12th November, 2010 and 15th July 2011 respectively. The Board wishes to place on record its sincere appreciation for the valuable services rendered by Mr. Praveen Kumar Bansal and Mr. Rajeev Agarwal during their tenure as Director and whole time director of the Company.

DIRECTORS' RESPONSIBILITY STATEMENT AS PER SECTION 217(2AA) OF THE COMPANIES ACT, 1956.

The Directors confi rm:

a) That in the preparation of the annual accounts, the applicable accounting standards have been followed alongwith proper explanations relating to material departures, if any;

b) That 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 fi nancial year and of the Profit or loss of the company for the year under review;

c) That they have taken proper and suffi cient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, and for preventing and detecting frauds and other irregularities;

d) That they have prepared the annual accounts on 'going concern' basis.

AUDIT COMMITTEE

At present, the audit committee comprises of the following directors.

Mr. Suresh Chander Sharma, Chairman Mr. Sunil Kumar Aggarwal Mr. Sanjeev Kumar Aggarwal Mr. Shammi Gupta

LISTING OF SHARES

The equity shares of your company are listed on National Stock Exchange Limited & Bombay Stock Exchange Limited.

The listing fee upto the year 2011-2012 has already been paid to both the stock exchanges.

CORPORATE GOVERNANCE

The Company has complied with all the mandatory provisions of Corporate Governance as prescribed in terms of clause 49 of the Listing Agreement with the Stock Exchanges. A separate report on Corporate Governance is included as a part of the Annual Report along with Auditor's Certifi cate on its compliance.

CONSOLIDATED FINANCIAL STATEMNTS

In accordance with Accounting Standard 21 – Consolidated Financial Statements, the consolidated accounts form part of this report & accounts. These accounts have been prepared from the audited fi nancial statements received from Subsidiary Companies, as approved by their Board of Directors.

Consolidated Financial Statements also refl ects minority interest in associates as per Accounting Standard – 23 on "Accounting for investments in associates in Consolidated Financial Statements and proportionate share of interest in Joint Venture as per Accounting Standard – 27 on "Financial Reporting of interest in Joint Ventures."

SUBSIDIARY COMPANIES AND THEIR FINANCIAL STATEMENTS

Jindal Imaging Limited, Consolidated Imaging Limited and Jindal India Finvest & Holdings Limited are continuing to be the subsidiary of the Company.

The Company has incorporated a subsidiary Company namely "Jindal Minerais & Metais (Mozambique) Limitada" in Mozambique, African Country dated 17.9.2010 during the period ending on 31st March, 2011.

The Ministry of Corporate Affairs, Government of India has allowed general exemption to Companies from complying with Section 212(8) of the Companies Act, 1956, provided such companies publish audited consolidated fi nancial statements in the Annual report. Your Board has decided to avail the said general exemption from applicability of provisions of Companies Act, 1956 and accordingly, the Annual Accounts of the above Subsidiary Companies for the fi nancial year ended March 31, 2011 are not being attached with the Annual report of the Company and the specifi ed fi nancial highlights of the said Subsidiary Companies are disclosed in the Annual Report, as part of the Consolidated Financial Statements. The audited Annual Accounts and related information of the subsidiary will be made available, upon request and also be open for inspection at the Registered Office, by any Shareholder.

INVESTMENT IN JINDAL INDIA POWERTECH LIMITED

During the year under review, the Company had further acquired another 17.25 crore equity share of Jindal India Powertech Limited by investing Rs. 30 crore.

INVESTMENT IN MANDAKINI COAL COMPANY LIMITED

During the year under review, the Company had further made investment in its joint venture company namely Mandakini Coal Company Limited by acquiring another 2.81 crore equity shares by investing Rs. 28.10 crore.

SHARE REGISTRY ACTIVITIES

In terms of SEBI circular No. D&CC/FITTC/CIR-15/2002 dated 27th December, 2002, your company has appointed M/s Link Intime India Pvt Limited (formerly Intime Spectrum Registry Limited), a Category I, Registrar and Share Transfer Agent registered with SEBI to handle the work related to share registry.

AUDITORS

M/s B K Shroff & Company, Chartered Accountants, New Delhi, the statutory auditors of your Company are retiring at the ensuing Annual General Meeting and being eligible, we recommend their re-appointment. They have furnished a certifi cate to the effect that their re-appointment, if made, will be in accordance with the sub-section (1B) of Section 224 of the Companies Act, 1956.

AUDITORS' REPORT

The comments / observations of Auditors are explained wherever necessary in the appropriate notes to the accounts which are self-explanatory and do not call for further explanation.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

A statement containing necessary information, as required under the Companies (Disclosure of particulars in the report of Board of Directors) Rules, 1988 is annexed and forms part of this report.

PERSONNEL

Your directors would like to place on record their appreciation of the dedicated and loyal services rendered by the officers, staff and workers of the Company.

The information required under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employee) Rules, 1975 are not applicable to the Company as there is no employee who has received the remuneration of Rs. 5,00,000 per month and/or above or Rs. 60,00,000 per annum and/or above during the year under review.

ISO 9001:2008 ACCREDITATION

Your Company's manufacturing facilities at Dadra & Nagar Haveli continues to maintain ISO Standard and achieved the prestigious ISO 9001:2008 Certifi cation by SGS, a leading international certifi cation company.

GROUP FOR INTER-SE TRANSFER OF SHARES

Details of persons constituting "group" as required under clause 3(1) (e) of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeover) Regulations, 1997 is annexed herewith and forms part of this Annual Report.

ACKNOWLEDGEMENT

Your Directors take this opportunity to express their sincere appreciation towards the whole-hearted support and co-operation of M/s Fujifi lm Corporation, Japan, M/s Fuji Hunt Photographic Chemicals Pte Ltd., Singapore, Banks and various government authorities. The Directors also thank its Agents, Dealers and Customers for their continued patronage of the Company's products.

For and on behalf of the Board

(Shammi Gupta) (Suresh Chander Sharma)

Managing Director Director

Place : New Delhi

Dated : 25th August, 2011


Mar 31, 2010

The Directors have pleasure in presenting the Seventh Annual Report together with the audited accounts of the company for the year ended 31st March 2010.

FINANCIAL RESULTS

(Rs./Lac)

Year Ended

31/03/2010 31/03/2009

Sales 39,942 40,241

Profit before Interest, Depreciation & Tax 2,482 4,417

Less : i) Interest & Financial charges 302 440

ii) Provision for Depreciation 187 184

iii) Provision for Taxation & Fringe Benefit 552 867

iv) Deferred Tax Liability/(Asset) for the year (10) (14)

Profit After Tax 1,451 2,940

Balance Brought Forward 10,834 8,308

Profit Available for appropriations 12,285 11,248

Appropriation

Provision for Dividend 103 103 Tax on Dividend 17 17

Transfer to General Reserves 145 294

Balance Carried to Balance Sheet 12,020 10,834

OPERATIONS

During the year under review, your company has achieved a total turnover of Rs 399.42 Crores and earned operational profit of Rs. 24.82 crores.

DIVIDEND

The Board has, subject to the approval of the members at the ensuing Annual General Meeting, recommended dividend of Rs 1/- per share, i.e. 10% for the year ended March 31, 2010.

Together with Corporate tax on Dividend, the total outflow on account of Dividend will be Rs.119.62 lacs.

ISSUE OF SHARE CAPITAL

There is no further issue of share capital during the year.

DEPOSITS

The Company has not accepted any deposit and the provisions of Section 58 A of the Companies Act, 1956 are not applicable to the Company.

DIRECTORS

Mr. Suresh Chander Sharma is retiring by rotation at the ensuing Annual General Meeting, and being eligible, offers himself for re-appointment.

Mr. Sanjeev Kumar Aggarwal has been appointed as an additional director on the board on 28th October 2009 and shall hold office up to the date of forthcoming Annual General Meeting. Notice under Section 257 of the Companies Act, 1956 has been received from a member indicating his intention to propose the appointment of Mr. Sanjeev Kumar Aggarwal as Director of the Company.

Mr. Akhilesh Maheshwari, Director of the Company ceased to be director w.e.f. 28th October 2009. The Board wishes to place on record its sincere appreciation for the valuable services rendered by Mr. Akhilesh Maheshwari during his tenure as Director of the Company.

DIRECTORS RESPONSIBILITY STATEMENT AS PER SECTION 217(2AA) OF THE COMPANIES ACT, 1956.

The Directors confirm:

a) That in the preparation of the annual accounts, the applicable accounting standards have been followed alongwith proper explanations relating to material departures, if any;

b) That 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 and of the profit or loss of the company for the year under review;

c) That they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, and for preventing and detecting frauds and other irregularities;

d) That they have prepared the annual accounts on ‘going concern basis.

AUDIT COMMITTEE

At present, the audit committee comprises of the following directors.

Mr. Suresh Chander Sharma, Chairman Mr. Praveen Kumar Bansal Mr. Sanjeev Kumar Aggarwal Mr. Shammi Gupta

LISTING OF SHARES

The equity shares of your company are listed on National Stock Exchange Limited & Bombay Stock Exchange Limited.

The board of directors in their meeting held on 3rd September 2010, have subject to the approval of members in the ensuring annual general meeting, decided to withdraw the pending application for voluntary delisting of equity shares of the company from Bombay Stock Exchange.

The listing fee upto the year 2010-2011 has already been paid to both the stock exchanges.

CORPORATE GOVERNANCE

The Company has complied with all the mandatory provisions of Corporate Governance as prescribed in terms of clause 49 of the Listing Agreement with the Stock Exchange. A separate report on Corporate Governance is included as a part of the Annual Report along with Auditors Certificate on its compliance.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with Accounting Standard 21 – Consolidated Financial Statements, the consolidated accounts form part of this report & accounts. These accounts have been prepared from the audited financial statements received from Subsidiary Companies, as approved by their Board of Directors.

Consolidated Financial Statements also reflects minority interest in associates as per Accounting Standard – 23 on "Accounting for investments in associates in Consolidated Financial Statements and proportionate share of interest in Joint Venture as per Accounting Standard – 27 on "Financial Reporting of interest in Joint Ventures."

SUBSIDIARY COMPANIES

Jindal Imaging Limited and Consolidated Imaging Limited are continuing to be the subsidiary of the Company. During the year under review the Company has acquired the entire shareholding of Jindal India Finvest & Holdings Limited, in order to make it its wholly owned subsidiary, and another India Fincap Limited, ceased to be in existence due to its merger with another company.

In compliance with the provisions of Section 212 of the Companies Act, 1956, a statement is annexed and forms part of this report.

The Company has made an application to the Government of India seeking exemption under section 212(8) of the Companies Act, 1956 from attaching the balance sheet, Profit & Loss account and other documents of the subsidiary companies to the balance sheet of the company. Government of India, Ministry of Corporate Affairs vide letter no. 47/650/2010-CL-III dated 26th July 2010, has accorded its approval.

INVESTMENT IN JINDAL INDIA POWERTECH LIMITED

During the year under review, the Company had further acquired another 2.20 cr equity share of Jindal India Powertech Limited by investing Rs. 8.80 crore.

SHARE REGISTRY ACTIVITIES

In terms of SEBI circular No. D&CC/FITTC/CIR-15/2002 dated 27th December, 2002, your company has appointed

M/s Link Intime India Pvt Limited (formerly Intime Spectrum Registry Limited), a Category I, Registrar and Share Transfer Agent registered with SEBI to handle the work related to share registry.

AUDITORS

M/s B K Shroff & Company, Chartered Accountants, New Delhi, the auditors of your Company are retiring at the ensuing Annual General Meeting and being eligible, we recommend their re-appointment. They have furnished a certificate to the effect that their re-appointment, if made, will be in accordance with the sub-section (1B) of Section 224 of the Companies Act, 1956.

AUDITORS REPORT

The comments / observations of Auditors are explained wherever necessary in the appropriate notes to the accounts which are self-explanatory and do not call for further explanation.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

A statement containing necessary information, as required under the Companies (Disclosure of particulars in the report of Board of Directors) Rules, 1988 is annexed and forms part of this report.

PERSONNEL

Your directors would like to place on record their appreciation of the dedicated and loyal services rendered by the officers, staff and workers of the Company.

The information required under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employee) Rules, 1975 is given in the state annexed hereto forming part of the report.

ISO 9001:2000 ACCREDITATION

Your Companys manufacturing facilities at Dadra & Nager Haveli continues to maintain the prestigious ISO 9001:2000 certifi cation by SGS, a leading international certifi cation company.

GROUP FOR INTER-SE TRANSFER OF SHARES

Details of persons constituting “group” as required under clause 3(1) (e) of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeover) Regulations, 1997 is annexed herewith and forms part of this Annual Report

ACKNOWLEDGEMENT

Your Directors take this opportunity to express their sincere appreciation towards the whole-hearted support and co-operation of M/s Fujifilm Corporation, Japan, M/s Fuji Hunt Photographic Chemicals Pte Ltd., Singapore, Banks and various government authorities. The Directors also thank its Agents, Dealers and Customers for their continued patronage of the Companys products.

For and on behalf of the Board

(Shammi Gupta) (Suresh Chander Sharma)

Managing Director Director

Place : New Delhi

Dated : 3rd September, 2010

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