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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

 
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