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Directors Report of Jindal Photo Ltd.

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