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Directors Report of Jindal Poly Investment & Finance Company Ltd.

Mar 31, 2015

Dear members,

The Directors have pleasure in presenting this Third Annual Report together with the Audited Accounts of the Company for the financial year ended 31st March, 2015.

FINANCIAL RESULTS

The summarized consolidated financial results for the year ended 31st March, 2015 and for the previous year ended 31st March, 2014 are as follows:

(Rs. In Lacs)

Year ended Year ended 31/03/2015 31/03/2014

Income 39.25 812.42

Profit before Interest, Depreciation (14.60) 778.31 and Tax

Less:

i. Provision for Depreciation - -

ii. Provision for Taxation 0.37 31.30

iii. Deferred Tax (Asset)/Liability for 1.46 (1.68) the year

iv. MAT Credit entitlement (0.36) (26.50)

v. Income Tax relates to earlier year (0.23) 37.15

Profit After Tax (15.84) 738.04

Add: Previous years Profit brought 3147.72 2409.68 forward

Balance available for appropriations 3131.88 3147.72

Less: Appropriations - -

Balance carried to Balance Sheet 3131.88 3147.72

OPERATIONS

During the year your Company has incurred a loss of Rs. 15.84 Lacs as compared to Profit after tax of Rs. 738.04 Lacs in the previous year.

DIVIDEND

Due to losses/absence of profits, your Directors expresses its inability to recommend any Dividend for the year under review.

DEPOSITS

The Company has not accepted any deposit and in this regard the provisions of erstwhile Companies Act, 1956 and Companies Act, 2013 are not applicable to the Company.

DIRECTORS

Following changes in the Board of Directors have taken place from Last Annual General Meeting till the date of this report:

1) Mr. Rashid Jilani and Mr. R.K. Pandey, Independent Directors resigned from the Board w.e.f. 29th April, 2015. The Board places on record its sincere appreciation for the valuable services rendered by Mr. Rashid Jilani and Mr. R K Pandey during their tenure as Directors of the Company.

2) Mr. Pratip Chaudhury was appointed an Independent Director w.e.f. 29th April, 2015 and resigned w.e.f. 13th August, 2015. The Board places on record its sincere appreciation for the valuable services rendered by Mr. Pratip Chaudhury during his tenure as Director of the Company.

3) Ms. Gunjan Gupta, a Director on the Board resigned w.e.f. 27th May, 2015. The Board places on record its sincere appreciation for the valuable services rendered by Ms. Gunjan Gupta during her tenure as Director of the Company.

4) Mr. Shiv Kumar Mittal was appointed an Independent Director w.e.f. 29th April, 2015.

5) Mr. Amit Jain was appointed an Independent Director w.e.f. 13th August, 2015.

6) Ms. Aastha Sharma was appointed a Director w.e.f. 13th August, 2015.

SHARE CAPITAL

The paid-up equity share capital as on 31st March, 2015 was Rs. 10,51,19,290. During the year under review, the Company has neither issued Shares with Differential Voting Rights nor granted Stock Options nor Sweat Equity. As on 31st March, 2015 none of the Directors of the Company held shares or convertible instruments of the Company.

AUDITORS & AUDIT REPORT

The Statutory Auditors of the Company, M/s. UBS & Co., Chartered Accountants, Delhi (Firm Registration No. 012351N were appointed as Statutory Auditors by the members in the last Annual General Meeting for 5 (Five) years. Their appointment would be ratified at the ensuing Annual General Meeting.

The observations of the Auditors and the relevant notes on the accounts forming part of the Financial Statements as at 31st March, 2015, are self-explanatory and therefore do not call for any further comments.

INTERNAL AUDITORS

The Board of Directors of your Company has re-appointed M/s. S.K. Surana & Co., Chartered Accountants, New Delhi as Internal Auditors pursuant to the provisions of Section 138 of the Companies Act, 2013 for the financial year 2015-2016.

SECRETARIAL AUDITORS

The Board had appointed M/s Pragnya Pradhan & Associates, Practicing Company Secretaries, Delhi as Secretarial Auditor pursuant to the provisions of Section 204 of the Companies Act, 2013. The Report of the Secretarial Auditor is annexed to the Report as per Annexure '1'. There is no qualification in the Report .

SUBSIDIARY COMPANIES

M/s Jindal Poly Films Investment Limited is Subsidiary Companies u/s 2(87) of the Companies Act, 2013.

In accordance with the General Circular issued by the Ministry of Corporate Affairs, Government of India, the Financial Statements and other documents of the subsidiary companies are not being attached with the Balance Sheet of the Company. The Company will make available the Annual Accounts of the subsidiary companies and the related detailed information to any member of the Company, who may be interested in obtaining the same. The annual accounts of the subsidiary companies will also be kept open for inspection at the Registered Office of the Company. The Consolidated Financial Statements presented by the Company include the financial results of its Subsidiary Companies & Associate Companies. Financial position of the each of the Subsidiaries is provided in a separate statement attached to the Financial Statement pursuant to first proviso to Section 129(3) of the Companies Act, 2013.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the Accounting Standard-21, Consolidated Financial Statements read with

Accounting Standard-27 on Financial Reporting of Interest in Joint Ventures and Accounting Standard-23 on 'Accounting for Investments in Associates' issued by the Institute of Chartered Accountants of India, your Directors have pleasure in attaching the consolidated financial statements, which form part of the Annual Report & Accounts.

CORPORATE GOVERNANCE

Your Company has taken adequate steps to ensure compliance with the provisions of Corporate Governance as prescribed under the Listing Agreement with the Stock Exchanges.

A separate Report on Corporate Governance along with Report on Management Discussion and Analysis is enclosed as part of the Annual Report.

DIRECTORS' RESPONSIBILITY STATEMENT

Your Directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013:

a. That in the preparation of the Annual Financial Statements for the year ended 31st March, 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b. That the Company has selected such accounting policies and applied consistently and judgements and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2015 and of the Profit of the Company for the year ended on that date;

c. That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. That the annual financial statements have been prepared on going concern basis;

e. That proper Internal Financial Controls were in place and that the financial controls were adequate and were operating effectively.

f. That systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

The Company's Internal Auditors have conducted periodic audit to provide reasonable assurance that the Company's established policies and procedures have been followed. The Audit Committee constituted by the Board reviews the internal control and financial reporting issues with Internal Auditors.

CORPORATE SOCIAL RESPONSIBILITY

With the enactment of the Companies Act, 2013 and the Companies (Corporate Social Responsibility) Rules, 2014 read with various clarifications issued by the Ministry of Corporate Affairs, every Company having the net worth of Rs.500 crores or more or turnover of Rs.1000 crores or more or net profit of Rs.5 crore or more during any financial year have to spend at least 2% of the average net profit of the Company made during the three immediately preceding financial years.

Accordingly, the Company has to do CSR activities for an amount of apx. Rs. 18.87 lacs based on the average profits of preceding financial years. The Company has already constituted a Corporate Social Responsibility Committee. However, the Company has not spent any amount of CSR as it could not find meaningful projects during the year. Further the Company being an investment company , has to take care of its financial commitments and has to keep a cushion on its finances in the ordinary course of business. During the current year, Your Directors are hopeful that the Company will move forward in this direction.

The Annual Report on CSR activities is attached as Annexure 2 which form part of this Report

DISCLOSURE UNDER COMPANIES ACT, 2013

(i) Extracts of Annual Return

The details forming Part of the Extracts of Annual Return is annexed as per Annexure '3'.

(ii) Meetings

During the year, Six Board Meetings and Four Audit Committee Meetings were convened and held. The details of which are given in Corporate Governance Report.

(iii) Composition of Audit Committee

The Board has constituted a Audit Committee, which comprises of Mr. Shiv Kumar Mittal as the Chairman and Mr. G.D. Singal, Mr. Amit Jain as the Members. More details about the Committee are given in the Corporate Governance Report.

(iv) Related Party Transactions

No one of the transactions with any of related parties were in conflict with the Company's interest. Suitable disclosure as required by the Accounting Standards (AS18) has been made in the notes to the Financial Statements.

The Related Party Transactions Policy as approved by the Board is uploaded on the Company's website www.jpifcl.com at the weblink http://jpifcl.com/financial/Policy%20on%20RPT.pdf. The details of the transaction with Related Party are provided in the accompanying financial statements.

(v) Particulars of Loans, Guarantees and Investments

Details of Loans, Guarantees and Investments, if any, covered under the Provisions of Section 186 of the Companies Act, 2013 are given in the accompanying Financial Statements.

(vi) Risk Management

The Company has laid down procedures to inform Board members about the risk assessment and minimisation procedures. These procedures are periodically reviewed to ensure that executive management controls risk through means of a properly defined framework.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant, material orders passed by the Regulators or Courts, which would impact the going concern status of the Company and its future operations.

VIGIL MECHANISM AND WHISTLE BLOWER POLICY

The Company has adopted a Whistle Blower Policy/Vigil Mechanism. The purpose of this policy is to create a fearless environment for the Directors and employees to report any instance of unethical behaviour, actual or suspected fraud or violation of Company's code of conduct. This policy has also been posted on the website of the Company at www.jpifcl.com at the weblink http://jpifcl.com/financial/Vigil Mechanism.pdf.

BOARD EVALUATION

Pursuant to the Provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an Annual Performance Evaluation of its own performance and the Directors individually. The manner of evaluation of Non- Independent Directors, Chairman and the Board as a whole was done at a separate meeting held by Independent Directors. The performance evaluation of Independent Directors was done by entire Board, excluding Directors being evaluated.

REMUNERATION POLICY

The Board has framed a Policy for selection of and appointment of Directors, Senior Management and their Remuneration. The information required under section 197 of companies Act, 2013 and the Rules made thereunder, in respect of employees of the Company, is given as per Annexure 4 of this Report.

PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company is NIL.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule, 8 of The Companies (Accounts) Rules, 2014 are NIL.

PERSONNEL

Personnel relations with all employees remained cordial and harmonious throughout the year. Your Directors wish to place on record their sincere appreciation for the continued, sincere and devoted services rendered by all the employees of the Company.

ACKNOWLEDGEMENT

The Directors express their gratitude and thanks to the Financial Institutions & Banks and all other Business Associates for their continued co-operation and patronage.

For & On behalf of the Board

HEMANT SHARMA G D SINGAL Chairman Managing Director (DIN 05235723) (DIN 00708019)


Mar 31, 2014

To the members

The Directors have pleasure in presenting the 2nd Annual Report of your company together with the audited accounts of the company for the year ended 31st March 2014.

FINANCIAL RESULTS

(Rs. In Lacs)

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

Income 812.42 2471.88

Profit before Interest, Depreciation & Tax 778.31 2461.68

Less:

i. Provision for Depreciation - -

ii. Provision for Taxation 31.30 356.50

iii. Deferred Tax Liability/(Asset) for the year (1.68) -

iv. MAT Credit entitlement (26.50) (304.50)

V. I. Tax relates to earlier year 37.15 -

Profit After Tax 738.04 2409.68

Add: Previous year profit brought forward 2409.68 -

Balance Available for appropriations 3147.72 2409.68

Less: Appropriations - -

Balance Carried to Balance Sheet 3147.72 2409.68

OPERATIONS

During the year your Company has earned a profit after tax of Rs 738.04 lacs as compared to Rs. 2409.68 lacs in the previous year.

DIVIDEND

Your Directors intend to plough back available resources for financial requirements and express their inability to recommend any dividend for the year under review.

DEMERGER

During the year, Investment division of Jindal Poly films Limited was demerged into your company vide order dated 16th May, 2013 by Hon''ble High Court of Allahabad w.e.f Appointed Date - 1st April, 2012. In lieu of the same, Your Company has allotted 1,05,11,929 Equity Shares of Rs. 10/- each, fully paid up, to the shareholders of Jindal Poly Films Limited in the ratio of 1:4. The pre demerger Capital of Rs. 5,00,000/- i.e. 50,000 Equity Shares of Rs. 10/- each, fully paid up, were canceled in terms of the scheme of demerger. The scheme of demerger became effective on 13th June, 2013.

LISTING

In terms of scheme of demerger, consequent upon receipt of In principle approval of Listing, your Company''s equity shares were listed for trading on National Stock Exchange of India Limited (NSE) and BSE Limited (BSE) w.e.f. 11th November, 2013. The listing fee up to the year 2014-2015 has already been paid to the Stock Exchanges.

DEPOSITS

The Company has not accepted any deposit and in this regard the provisions of Companies Act, 1956 and/or Companies Act, 2013 are not applicable to the Company.

DIRECTORS

1) In terms of provisions of section 149 of the Companies Act, 2013, Mr. Rashid Jilani who was appointed as Director liable to retire by rotation and being eligible for appointment is proposed to be appointed as an Independent Director of the Company for a term of five consecutive years upto 19th September 2019,not liable to retire by rotation.

2) In terms of provisions of section 149 of the Companies Act, 2013, Mr. Radha Krishna Pandey who was appointed as Director liable to retire by rotation and being eligible for appointment is proposed to be appointed as an Independent Director of the Company for a term of five consecutive years upto 19th September 2019 , not liable to retire by rotation.

3) In terms of provisions of section 149 of the Companies Act, 2013, Ms. Gunjan Gupta who was appointed as Additional Director and being eligible for appointment is proposed to be appointed as an Independent Director of the Company for a term of five consecutive years upto 19th September 2019 , not liable to retire by rotation.

4) In terms of provisions of section 196 and 203 of the Companies Act, 2013, Mr. G.D. Singal was appointed as Managing Director for a term of three years upto 31st July, 2017. His term of office will be liable to retire by rotation.

5) Mr. V.K. Gupta, Director and Mr. R.B. Pal, Managing Director of the Company resigned from the Board of Directors w.e.f. 25th July, 2013 and 1st August, 2014 respectively. The Board places on record its sincere appreciation for the valuable services rendered by Mr. V.K. Gupta and Mr. R.B. Pal during their tenure as Director of the Company.

AUDIT COMMITTEE

The Audit Committee of the Company comprises of the following Directors:

Mr. Rashid Jilani, Chairman

Mr. Radha Krishna Pandey, Member

Ms. G.D. Singal, Member

CORPORATE GOVERNANCE

The Company has complied with 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.

MANAGEMENT DISCUSSION AND ANALYSIS (MD&A)

The MD&A has been included in the Annual Report as a separate section

SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENTS

The Ministry of Corporate Affairs by a Circular dated 8th February, 2011 has granted exemption from the provisions of Section 212 of the Companies Act, 1956 with regard to the attachment of the accounts, reports, statement in terms of section 212(1)(e), etc. of subsidiaries as part of Accounts. The Board of Directors of the Company has by a resolution given consent for not attaching the aforesaid documents of its subsidiaries. The Annual Accounts of subsidiary companies and the related detailed information will be made available to any Member of the Company who seek such information at any point of time. The annual accounts of the subsidiary companies will also be kept for inspection by any shareholder in the Registered Office of the Company and that of the subsidiaries. The Company shall furnish a hard copy of details of accounts of subsidiaries to any shareholder on demand.

The Consolidated Financial Statements of the Company along with those of its subsidiaries prepared as per AS-21 forms a part of the Annual Report

AUDITORS

M/s UBS & Company, Chartered Accountants, the statutory auditors of your Company, retire at the ensuing Annual General Meeting and your directors recommend their re-appointment in accordance with Section 139 of the Companies Act, 2013. They have furnished a certificate to this effect that their re-appointment, if made, will be in accordance with Section 139 of the Companies Act, 2013. The statutory auditors will hold office from the conclusion of this Annual General Meeting to the conclusion of sixth consecutive Annual General Meeting (subject to ratification of the appointment by the members at every AGM held after this AGM) at such Remuneration as shall be fixed by the Board of Directors of the Company.

AUDITOR''S REPORT

The comments/observations of Auditors are explained in the Notes to the Accounts, forming part of the Balance Sheet as at 31st March, 2014 which are self explanatory and, therefore,do not call for any further comment.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The provisions of clause 2(A) (d) of the Companies (Disclosure of particulars in the report of Board of Directors) Rules, 1988, in so far as it relates to conservation of energy and technology absorption are not applicable, as the company does not have any manufacturing activity. The Company is also not having any foreign exchange earnings and outgo during the period under review.

PERSONNEL

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

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 217(2AA) of the Companies Act, 1956, the Directors state- 1. that in the preparation of the Annual Accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any.

2. 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 as at 31st March, 2014 and of the profit of the Company for the year ended 31st March, 2014.

3. 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 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

4. that they have prepared the annual accounts on a going concern basis.

ACKNOWLEDGEMENT

The Directors express their gratitude towards the Banks and various other agencies for the cooperation extended to the company. The Directors also take this opportunity to thank the shareholders for the confidence reposed by them in the company.

The employees of the company contributed significantly in achieving the results. The Directors take this opportunity to thank them and hope that they will maintain their commitment towards excellence in the years to come.

For and on behalf of the Board

Place : New Delhi G.D. Singal Hemant Sharma Date : 01.08.2014 Managing Director Director

 
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