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Directors Report of Jindal Poly Investment & Finance Company Ltd.

Mar 31, 2023

The Directors present their 11th Annual Report with the Audited Financial Statements for the Financial Year ended 31st March, 2023.

1. Financial Results

(Rs. In Lakhs)

Particulars

Standalone

Consolidated

Year ended 31-03-2023

Year ended 31-03-2022

Year ended 31-03-2023

Year ended 31-03-2022

Revenue from operations

22.20

12.15

3,03,123.00

1,86,177.66

Other income

2.33

4.11

3,526.79

5,354.91

Net Profit/(Loss)on fair value changes

15,248.76

306.67

7,455.75

60,240.79

Total Revenue(a)

15,273.29

322.93

3,14,105.54

2,51,773.36

Expenses

250.53

383.31

2,10,982.24

1,30,838.79

Depreciation and amortisation expense

0.20

-

28,009.48

22,463.56

Total expenses(b)

250.73

383.31

2,38,991.72

1,53,302.35

Profit/(loss)before exceptional items and tax(a-b)

15,022.56

(60.38)

75,113.82

98,471.01

exceptional items

23,671.51

6,013.53

(420.09)

37,905.09

Share of Profit / (Loss) of Associates and Joint Ventures

-

-

445.93

17351.27

Profit before tax (c)

38,694.08

5,953.15

75,139.66

1,53,727.36

Tax expense (d)

3,740.02

-

25318.65

9,447.26

Profit for the year (c-d) = (e)

34,954.04

5,953.15

49820.99

1,26,928.84

Paid up Equity Share Capital(Face Value of Rs.10/- each)

1051.19

1051.19

1051.19

1051.19

Other Equity (excluding revaluation reserve)

61,276.17

10,792.06

2,34,648.16

4,27,747.92

Earnings per share (EPS)

Basic

332.52

56.63

267.40

756.66

Diluted

332.56

56.63

267.40

756.66

2. COMPANY’S PERFORMANCE

Your Company is mainly engaged in the activity of holding investments in group Companies. During the year under review,

the consolidated turnover of the Company was Rs. 3,06,649.79 Lakhs against Rs. 1,91,532.57 Lakhs during the last

financial year and on standalone basis, the turnover stood at 24.53 lakhs against 16.26 lakhs during last financial year.

There was no change in the nature of business during the year under review.

3. DIVIDEND

Your directors had not recommended any dividend for the Financial Year 2022-23.

4. SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENTS

• In pursuance of the provisions of the Companies Act, 2013, (the Act) and the Rules made thereunder, Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") and the applicable Accounting Standards, the Company has prepared Consolidated Financial Statements.

• In accordance with Section 129(3) of the Companies Act, 2013, a statement containing salient features of the financial statements of the subsidiary companies in Form AOC-1 is annexed to the financial statement forming part of this annual report.

• Jindal India Powertech Limited was a material subsidiary of the Company (hereinafter referred as "JIPL" or "Material Subsidiary"). Jindal India Powertech Limited w.e.f. 23 March 2023, ceases to be a subsidiary and becomes associate of the Company.

5. DIRECTORS AND KEY MANAGERIAL PERSONNEL

As on March 31, 2023, the Company has 6 (Six) Directors comprising of one Executive Director and five Non-Executive Directors out of which two are Independent Directors, and one women director.

• Ms. Iti Goyal (DIN- 07983845), who retires by rotation and being eligible, offers herself for re-appointment.

• Re-appointment of Mr. Ghanshyam Dass Singal (DIN: 00708019) as Managing Director of the Company, for a period of 3 (three) years from 11th August, 2023 up to 10th August, 2026

• On September 29, 2022, the Members approved the re-appointment of Mr. Radhey Shyam (DIN: 00649458) as an Independent Director for a second term (commencing from May 30, 2023 to May 29, 2028").

• Pursuant to the provisions of Section 149 of the Act, the Independent Directors have submitted declarations that each of them meets the criteria of independence as provided in Section 149(6) of the Act along with Rules framed thereunder and Regulation 16(1 )(b) of the SEBI Listing Regulations. There has been no change in the circumstances affecting their status as independent directors of the Company.

• Ms. Sakshie Mendiratta, Company Secretary and Compliance Officer of the Company had resigned from her office on 31st December, 2022. Ms. Avantika Nigam was appointed as Company Secretary and Compliance Officer the Company w.e.f. March 1,2023.

• Mr. Anuj Kumar, Chief Financial Officer of the Company has resigned from his office on 31st December, 2021. Mr. Sunil Kumar Gupta, was appointed as Chief Financial Officer of the Company w.e.f 27th April, 2022.

• During the year under review, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, commission and reimbursement of expenses, if any.

• Pursuant to the provisions of Section 203 of the Act, Mr. Ghanshyam Dass Singal, Managing Director Mr. Sunil Kumar Gupta, Chief Financial Officer and Ms. Avantika Nigam, Company Secretary are the Key Managerial Personnel of the Company as on March 31,2023.

6. LISTING ON STOCK EXCHANGES

The Company’s shares are listed on BSE Limited and the National Stock Exchange of India Limited (NSE).

7. CHANGE IN SHARE CAPITAL

During the year under review, there is no change in capital structure of the Company.

8. BOARD AND COMMITTEE MEETINGS

Eight meetings of the Board were held during the year. The details of the composition of the Board and its Committees and of the Meetings held and attendance of the Directors at such Meetings are provided in the Corporate Governance Report. There have not been any instances during the year when recommendations of the Audit Committee were not accepted by the Board.

9. ANNUAL EVALUATION OF BOARD PERFORMANCE AND PERFORMANCE OF ITS COMMITTEES AND OF INDIVIDUAL DIRECTORS

In terms of provisions of Companies Act, 2013 read with the Rules issued thereunder and Listing Regulations, on the advice of the Board of Directors, the Nomination and Remuneration Committee has formulated the criteria for the evaluation of the performance of its Board, Committees and individual Directors, including the chairman of the Board. For details, please refer to the Corporate Governance Report, which is a part of this report.

10. POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION AND OTHER DETAILS

The Company’s policy on appointment of directors is available on the Company’s website at http://www.ipifcl.com/financial/ Remuneration Policv.pdf.The policy on remuneration and other matters provided in Section 178(3) of the Act has been disclosed in the Corporate Governance Report, which is a part of this report.

11. CORPORATE SOCIAL RESPONSIBILITY

The Company has constituted a Corporate Social Responsibility (CSR) Committee and has developed its CSR Policy, which is available on the website of the Company at http://www.jpifcl.com/financial/CSR POLICY.pdf.Further, the Company during the year under review did not meet the criteria in terms of section 135 of the Act and the Companies (Corporate Social Responsibility) Rules, 2014 and hence your Company was not required to spend any amounts towards CSR based activities for the financial year 2022-2023.

12. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

As per Section 134(5)(e) of the Companies Act, 2013, the Company has policies and procedures in place for ensuring orderly and efficient conduct of its business including adherence to the Company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information.

13. INSOLVENCY AND BANKRUPTCY CODE, 2016

no proceedings are made or pending under the Insolvency and Bankruptcy Code, 2016 and there is no instance of onetime settlement with any Bank or Financial Institution.

14. AUDIT COMMITTEE

The details pertaining to the composition of the Audit Committee are included in the Corporate Governance Report, which is a part of this report.

15. AUDITORS AND THEIR REPORTS

• Internal Audit and Auditors

M/s VASK & Associates, Internal Auditors have submitted their Audit Report for the financial year 2022-2023. There was no qualification, reservation, observation, disclaimer or adverse remark in the internal Audit Report.

Pursuant to the provisions of Section 138 of the Act, the Board has appointed M/s VASK & Associates, Chartered Accountants (FRN: 038097) as Internal Auditors for conducting the Internal Audit of the Company for the financial year 2023-2024.

• Statutory Audit and Auditors

The Notes to the Financial Statements read with the Auditor’s Reports are self-explanatory and therefore, do not call for further comments or explanations. There has been no qualification, reservation, adverse remark or disclaimer in the Auditor’s Reports.

The shareholders of the Company at their 7th AGM held on 27 September, 2019, has appointed M/s. APT & Co., LLP Chartered Accountants (Firm Registration No. 014621C as Auditors of the Company to hold the office for a term of 5 (five) consecutive years from the conclusion of 7th AGM of the Company till the conclusion of 12th AGM of the Company to be held in the year 2024.

• Secretarial Audit and Auditors

The Secretarial Audit Report issued by M/s Pragnya Pradhan & Associates, Practicing Company Secretaries, Secretarial Auditors for the financial year 2022-23 is attached as Annexure “A” to this Report.

There has been no qualification, reservation, observation, disclaimer or adverse remark in the Secretarial Audit Report.

In pursuance of the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company had appointed M/s Pragnya Pradhan & Associates, Practicing Company Secretaries for conducting secretarial audit of the Company for the financial year 2023-2024.

16. SECRETARIAL STANDARDS OF ICSI:

The Company is in compliance with the Secretarial Standards on Meetings of the Board of Directors (SS - 1) and General Meetings (SS - 2) issued by The Institute of Company Secretaries of India and approved by the Central Government.

17. RISK MANAGEMENT

The Board reviewed adequate and effectiveness of the Company’s internal control environment to monitor and mitigate the risk through internal audit recommendation including those relating to strengthening of the company’s risk management system.

18. COMMENTS ON ADVERSE REMARKS IN AUDITOR’S/SECRETARIAL AUDITOR’S REPORT

There was no qualification, reservation or adverse remarks in Auditors’ Report and Secretarial Auditor’s report.

19. VIGIL MECHANISM AND WHISTLE BLOWER POLICY

The Company has devised a vigil mechanism in the form of a Whistle Blower Policy in pursuance of provisions of Section 177(10) of the Act which is available on the website of the Company at http://www.ipifcl.com/financial/ WHISTLE BLOWER POLICY.pdf and for, please refer to the Corporate Governance Report, which is a part of this report. During the year under review, there was no complaint received under this mechanism.

20. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The particulars of loans, guarantees and investments as per Section 186 of the Act by the Company, have been disclosed in the financial statements.

21. TRANSACTIONS WITH RELATED PARTIES

All Related Party Transactions entered during the year were on arm’s length basis and in the ordinary course of business. No Material Related Party Transactions (transaction(s) exceeding ten percent of the annual consolidated turnover of the Company as per last audited financial statements), were entered during the year by the Company. Accordingly, disclosure of contracts or arrangements with Related Parties as required under section 134(3)(h) of the Act, in Form AoC-2 is not applicable.

22. ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31,2023 is available on the Company’s website at http://www.ipifcl.com/investors.html.

23. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The human resource is an important asset which has played pivotal role in the performance and growth of the Company over the years. Your Company maintains very healthy work environment and the employees are motivated to contribute their best in the working of the Company. The information pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 pertaining to the top ten employees in terms of remuneration drawn and their other particulars also form part of this report. However, the report and the accounts are being sent to the members excluding the aforesaid annexure. In terms of Section 136 of the Act, the said annexure is open for inspection at the Registered Office of the Company. Any shareholder interested in obtaining a copy of the same may write to the Company Secretary at cs [email protected]

24. DEPOSITS FROM PUBLIC

The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.

25. SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

Your Company has in place a Policy on prevention of Sexual Harassment at workplace at Group Level. This Policy is in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013.

As per the said Policy, an Internal Complaints Committee is also in place at Group Level to redress complaints received regarding sexual harassment. There was no complaint received from an employee during the financial year 2022-2023 and hence no complaint is outstanding as on 31st March, 2023 for redressal.

26. FINANCIAL ACCOUNTING

The Financial Statements of the Company for FY’23 have been prepared in compliance with the applicable provisions of the Companies Act, 2013 including Indian Accounting Standards (Ind AS) and Guidance Note issued by the Institute of Chartered Accountants of India.

27. REPORTING OF FRAUDS BY AUDITORS

During the year under review, neither the statutory auditors nor the secretarial auditor has reported to the Audit Committee, under Section 143 (12) of the Companies Act, 2013, any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the Board’s report, which forms part of this Integrated Annual Report.

28. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As per regulation 34(2)(e) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, the Management Discussion and Analysis Report (MDAR) forms part of this Report. (Attached as Annexure- “C”)

29. CORPORATE GOVERNANCE REPORT AND CODE OF CONDUCT

A report is attached to this Report. The declaration of the Managing Director confirming compliance with the ‘Code of Conduct’ of the Company and Auditor’s Certificate confirming compliance with the conditions of Corporate Governance are enclosed with Corporate Governance Report as stipulated under Regulation 34(3) read with Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forming part of this Report. (Attached as Annexure-“D”)

30. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company is not engaged in manufacturing activities and hence the particulars pertaining to conservation of energy and technology absorption are not applicable on the Company.

31. COST RECORDS

As specified by the Central Government under sub section (1) of section 148 of the Act are not applicable on the Company.

32. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF THE REPORT

There have been no material changes and commitments which affect the financial position of the Company that have occurred between the end of the financial year to which the financial statements relate and the date of this report.

33. SIGNIFICANT AND MATERIAL ORDERS

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and the Company’s operations in future.

34. DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134 of the Companies Act, 2013, with respect to Directors’ Responsibility Statement, it is hereby confirmed that:

a) In the preparation of the annual accounts, the applicable accounting standards were followed and there was no material departures from the same;

b) The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company as on 31 March 2023 and of the profit of the Company for the year ended on that date;

c) The Directors had taken proper and sufficient care 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) The Directors had prepared the annual accounts of the Company on a ‘going concern’ basis;

e) The Directors had laid down internal financial controls which were being followed by the Company and that such internal financial controls were adequate and were operating effectively; and

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

35. ACKNOWLEDGEMENT

The Board wishes to place on record their sincere appreciation for the continued support which the Company has received from all its stakeholders and above all, its employees.


Mar 31, 2018

To,

The Members,

Jindal Poly Investment and Finance Company Limited

The Directors are presenting this 6th Annual Report together with the Audited Accounts of the Company for the financial year ended 31st March, 2018.

FINANCIAL RESULTS

The summarized financial results of the Company for the financial year ended 31st March, 2018 are as follows:

(Rs. In Lakh)

Particulars

Standalone

Consolidated

Year ended 31-03-2018

Year ended 31-03-2017

Year ended 31-03-2018

Year ended 31-03-2017

Income

9.03

6.32

24,231.90

1,55,782.24

Profit/(Loss) before exceptional items and tax

(49.27)

(49.72)

(47,945.07)

(65,134.31)

Exceptional Items gain/(Loss)

(15,770.35)*

-

(66.50)

-

Profit/(Loss) Before Tax

(15,819.62)

(49.72)

(48,011.57)

(65,134.31)

Deferred Tax Liability/(Asset) for the year

15.63

(15.28)

(4,550.82)

(21,639.04)

Income Tax relates to earlier year

-

-

93.35

-

Profit/(Loss) After Tax

(15,835.25)

(34.44)

(43,554.11)

(43,495.26)

Add: Profit (Loss) in Associates

-

-

(8,401.60)

-

Less: Profit/ (Loss) related to Minorities

-

-

-

(3,808.99)

Balance carried to Balance Sheet

(15,835.25)

(34.44)

(51,955.70)

(39,686.27)

‘Exceptional items comprises of provision for diminution in the value of investment in equity shares of Jindal India Powertech Limited amounting of Rs. 15,770.35 Lakh.

OPERATIONS

The Company is mainly engaged in the activity of holding investments in group Companies. During the year under review, the consolidated turnover of the Company was Rs. 242 Cr. against Rs. 1557 Cr. during the last Financial Year 2016-17.

SHARE CAPITAL

During the year under review, there was no change in the Company’s issued, subscribed and paid-up share capital. On 31st March, 2018, the paid up share capital of the company was Rs. 10,51,19,290 divided into 1,05,11,929 equity shares of Rs. 10/- each. During the year under review, the Company has not made any further issue of share capital.

GENERAL RESERVE

No amount has been transferred to General Reserve during the year under review due to losses.

DIVIDEND

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

The Company has not accepted deposit from the public within the ambit of Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion & Analysis Reports has been included in the Annual Report as a separate section.

DIRECTORS AND KMPs

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

a) Changes among Directors and KMP’s

Ms. Astha Sharma and Mr. Shiv Kumar Mittal resigned from the Directorship of the Company w.e.f. 29th September, 2017 and 15th May, 2018 respectively. The Board places its sincere gratitude for contribution made by them to the Company. Mr. Ghanshyam Dass Singal was appointed as Managing Director of the Company w.e.f. 11th August, 2017 for a period of 3 years upto 10th August, 2020.

Ms. Iti Goyal was appointed as Non-Executive Additional Director w.e.f. 14th November, 2018 to hold office upto forthcoming Annual General Meeting of the Company. Your directors recommend to appoint her as Non - Executive Director of the Company liable to retire by rotation.

Mr. Radhey Shyam was appointed as additional Director Non-Executive (Independent) of the Company w.e.f. 30th May, 2018. Your directors recommend to regularise him as Independent Directors of the Company w.e.f. 30th May 2018 for a period of 5 years upto 29th May, 2023.

Ms. Shakshi Gupta resigned as Chief Financial Officer of the Company w.e.f. 02nd April 2018. The Board places its sincere gratitude for contribution made by her to the Company.

Mr. Anuj Kumar was appointed as Chief Financial Officer of the Company w.e.f. 01st May, 2018.

b) Composition of the Board

1. Directors

- Mr. Ghanshyam Dass Singal- Managing Director

- Mr. Radhey Shyam- Independent Director

- Mr. Vinumon Kizhakkeveetil Govindan- Independent Director

- Ms. Iti Goyal- Woman Director

2. Key Managerial Personnel: In terms of Section 2(51) and Section 203 of Companies Act, 2013 following are the KMPs of the Company:

- Mr. Ghanshyam Dass Singal- Managing Director

- Mr. Anuj Kumar-CFO

- Mr. Pramod Kumar-Company Secretary

STATUTORY AUDITORS

M/s. UBS & Co., Chartered Accountants, Delhi (Firm Registration No. 012351N) were appointed as Statutory Auditors of the Company by the members in the Annual General Meeting held in 2014 for 5 (Five) years up to the Conclusion of 7th Annual General Meeting of the Company.

The observations of the Auditors and the relevant notes on the accounts forming part of the Financial Statements as at 31st March, 2018, are self-explanatory and therefore do not call for any further comments.

INTERNAL AUDITORS

The Board of Directors of your Company has appointed M/s. Sachin Aggarwal & Gupta, Chartered Accountants, New Delhi as Internal Auditors of the Company pursuant to the provisions of Section 138 of the Companies Act, 2013 for the financial year 2018-19.

INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

The Company has adequate internal control system and procedures, to ensure optimal use of Company’s resources. The Company has appointed M/s Sachin Agarwal & Gupta as Internal Auditors of the Company and they do regular audit of various operational and financial matters to derive findings as a comparison for targets achieved and observations for further action to be taken.

The audit committee of the board of directors periodically reviews and discusses the audit observations.

SECRETARIAL AUDITORS

The Board of directors of your company had re-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 ‘A’. forming part of the report.

SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENTS

A. Consolidated Turnover of Jindal India Powertech Limited ((CIN: U74999UP2007PLC034310), subsidiary of the Company was Rs. 24,222.88 Lakh during the financial year under review.

B. Jindal India Thermal Power Limited (CIN: U74999DL2001PLC109103) has been ceased to be the subsidiary of Jindal India Powertech Limited w.e.f 12th June, 2017 consequently the same and Subsidiaries thereof i.e. Mandakini Exploration and Mining Limited, Consolidated Mining Limited and Jindal Operation and Maintenance Limited has been ceased to be the step down Subsidiary of the Company.

C. Jindal India Thermal Power Limited (CIN: U74999DL2001PLC109103) has also been ceased to be the Associate Company of Jindal India Powertech Limited w.e.f 13th February, 2018

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, the consolidated financial statements are also attached which form part of the Annual Report & Accounts.

Statement containing the salient feature of the financial statements of the Company’s subsidiaries are attached in form AOC-1 and forms part of this Annual Report. In terms of provisions of Section 136 of the Companies Act, 2013, the Company shall place separate financial statements of the Subsidiary Companies on its website at www.jpifcl.com.

CORPORATE GOVERNANCE

Your Company has taken adequate steps to ensure compliance with the provisions of Corporate Governance as prescribed in regulation 17 to 27 and clause (b) to (i) of regulation 46(2) and para C, D and E of schedule V of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations’).

A separate Report on Corporate Governance along with Report on Management Discussion and Analysis is enclosed after Directors Report and forms part of this Annual Report.

DISCLOSURES REQUIRED IN SECTION 134(3) OF THE COMPANIES ACT, 2013 READ WITH RULE 8 OF COMPANIES (ACCOUNTS) RULES, 2014

(i) Annual Return referred to in sub section (3) of section 92 shall be available on the website of the Company after AGM under investors section and link of the same is www.jpifcl.com/investors.html.

(ii) Board and Committee Meetings

During the year, four Board Meetings and four Audit Committee Meetings were convened and held. The details of same along with attendance there of are given in Corporate Governance Report.

(iii) Related Party Transactions

The details of transactions with related party are provided in form AOC 2 in Annexure ‘B’to the report.

The Related Party Transactions Policy as approved by the Board is uploaded on the Company’s website www.jpifcl.com.

(iv) Particulars of Loans, Guarantees and Investments under section 186-

The Company has not entered into any transaction covered under section 186 of the Companies Act, 2013 during the year under review.

(v) Statement indicating development and implementation of a risk management policy for the Company including identification therein of elements of risk, if any, which in the opinion of the Board may threaten the existence of the Company.

The Board reviews adequacy and effectiveness of the Company’s internal control environment to monitor and mitigate the risk through internal audit recommendations including those relating to strengthening of the Company’s risk management systems. The Company being core investment Company, holds investments in group Companies only and hence exposure to the market risk for the Company is very low. The Company shall frame its risk management policy as and when required.

(vi) Report on annual evaluation of board’s performance

Pursuant to the Provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an Annual Performance Evaluation of its own performance and of its Committees 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.

(vii) Declaration of Independence by Independent Directors

The Company has received necessary declaration from each Independent Director under section 149(7) of the Companies Act, 2013 that they meet the criteria of independence laid down in section 149(6) of the Companies Act, 2013 and Regulation 16 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.

(viii) Material Changes and Commitment if any affecting Financial Position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report. NIL

(ix) Significant and Material Orders Passed by the Regulators or Courts

No significant and material orders were passed by the regulators or courts again the company. However IFCI has filed an O.A. No. 84/2017 before Hon’ble Debts Recovery Tribunal-I, Delhi titled as IFCI Vs. Jindal India Powertech Limited (Subsidiary of the Company), wherein the Company is defendant no. 2 as it had pledged shares (a)15.41 Lakh Equity Shares of Rs. 10/- each and (b)34.59 Lakh, 0%, Redeemable Preference Shares of Rs. 10/- each of Jindal India Powertech Limited with IFCI as security for the Optionally Convertible Debentures (OCD) issued by Jindal India Powertech Limited. The Company has not given any corporate guarantee in this regard.

(x) Vigil Mechanism and Whistle Blower Policy

The Company has 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 behavior, 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 www.jpifcl.com/financial/Vigil Mechanism.pdf.

(xi) Remuneration Policy

Pursuant to the applicable provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board, in consultation with its Nomination & Remuneration Committee, has formulated a framework containing, inter-alia, the criteria for performance evaluation of the entire Board of the Company, its Committees and Individual Directors, including Independent Directors. Members can download the complete remuneration policy on the Company’s website at http://www.jpifcl.com/investors.html. Salient features of the policy are as follow:-

1. Formulate the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy, relating to the remuneration for the directors, key managerial personnel and other employees.

2. Act as Selection and Compensation Committee to evaluate suitability of candidates for various senior management positions and determine appropriate compensation package for them.

3. Identify persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, and recommend to the Board their appointment and removal.

4. Formulation of criteria for evaluation of Independent Directors and the Board.

5. Devising a policy on the Board diversity.

6. Recommend to the Board, remuneration including salary, perquisite and commission to be paid to the Company’s Executive/Whole Time Directors on an annual basis or as may be permissible by laws applicable.

7. Recommend to the Board, the Sitting Fees payable for attending the meetings of the Board/Committee thereof, and, any other benefits such as Commission, if any, payable to the Non- Executive Directors.

8. Setting the overall Remuneration Policy and other terms of employment of Directors, wherever required.

(xii) 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 are nil as no employee was in receipt of remuneration more than Rs. 8.50 Lakh per month.

Disclosures pertaining to remuneration and other details as required under section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure ‘C’.

(xiii) Familiarization Programme for the Independent Directors

The Company follows a well-structured induction programme for orientation and training of Directors at the time of their joining so as to provide them with an opportunity to familiarize themselves with the Company, its management, its operations and the industry in which the Company operates. At the time of appointing a Director, a formal letter of appointment is given to the appointee, which inter alia explains the role, function, duties and responsibilities expected of him as a Director of the Company. The Director is also explained in detail the Compliance required from him under the Companies Act, 2013, the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and other relevant regulations and affirmation taken with respect to the same.

(xiv) Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo

The Company is not engaged in manufacturing activities and hence, conservation of energy and technology absorption are not applicable on the Company.

Further, as the Company is a core investment Company, 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.

(xv) The details about the policy developed and implemented by the company on Corporate Social Responsibility initiative taken during the year

The Company has developed its CSR Policy and has constituted a Corporate Social Responsibility Committee. In terms of Section 135 of Companies Act, 2013 and the Companies (Corporate Social Responsibility) Rules, 2014 your Company is not required to spend any amount towards CSR based activities for the financial year 2017-18.

The amount required to be spent on CSR activities for the financial year 2014-15, 2015-16 and 2016-17 was also remain unspent and hence a cumulative amount of Rs. 45,06,869 was required to spent on CSR activities. However, the Company has not spent any amount of CSR due to accumulated losses. 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. Detailed Annual Report on CSR is available on the website of the Company and link for the same is http://www.jpifcl.com/ investors.html.

(xvi) Whether maintenance of cost records as specified by the Central Government under sub section (1) of section 148 of the Companies Act 2013, is required by the Company and accordingly such accounts and records are made and maintained.

Cost records as specified by the Central Government under sub section (1) of section 148 of the Companies Act 2013, are not applicable on the Company.

xvii) Disclosure under sexual harassment of women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

As per provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressed) Act, 2013, the Company has constituted internal Compliant Committee at group level, however no complaint was received by the committee during the period under review.

xviii) Compliance of Secretarial Standards

We confirm that the company has Complied with Secretarial Standards 1 & 2 as prescribed by ICSI.

DIRECTORS’ RESPONSIBILITY STATEMENT

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

1. That in the preparation of the Annual Financial Statements for the year ended 31st March, 2018, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

2. 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, 2018 and of the Profit of the Company for the year ended on that date;

3. 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;

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

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

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

ACKNOWLEDGEMENT

The Directors express their gratitude and thanks to the Employees, Auditors, Stock Exchanges, Registrar & Transfer Agents, Financial Institutions & Banks and all other Business Associates for their continued co-operation and patronage.

For & On behalf of the Board

Place : New Delhi Ghanshyam Dass Singal Vinumon K. Govindan

Date : 14th August, 2018 Managing Director Director

(DIN 00708019) (DIN 07558990)


Mar 31, 2016

To the Members,

Jindal Poly Investments and Finance Company Limited

The Directors have pleasure in presenting this 4th Annual Report together with the Audited Financial Statements of the Company for the financial year ended 31st March, 2016.

FINANCIAL RESULTS

The summarized financial results of the Company for the year ended 31st March, 2016 are as follows:

(Rs. In Lakh)

Standalone

Consolidated

Year ended

Year ended

Year ended

Year ended

Particulars

31-03-2016

31-03-2015

31-03-2016

31-03-2015

Income

8.22

39.25

8.22

39.25

Profit/(Loss) before Interest, Depreciation and Tax

(59.39)

(14.60)

(59.93)

(14.89)

Less:

Provision for Depreciation

-

-

-

-

Profit/(Loss) Before Tax

(59.39)

(14.60)

(59.93)

(14.89)

Less: Provision for Taxation

0.78

0.38

0.78

0.38

Deferred Tax Liability/(Asset) for the year

(0.13)

1.46

(0.13)

1.46

MAT Credit entitlement

0.44

(0.36)

0.44

(0.36)

Income Tax relates to earlier year

2.22

(0.23)

2.22

(0.23)

Profit/(Loss) After Tax

(62.69)

(15.84)

(63.23)

(16.14)

Add: Profit (Loss) in Associates/subsidiaries

-

-

(1981.67)

(1836.48)

Less: Appropriations

-

-

-

Balance carried to Balance Sheet

(62.69)

(15.84)

(2044.90)

(1852.62)

OPERATIONS

During the year under review, your Company has incurred a loss of Rs. 62.69 Lakh as compared to loss of Rs. 15.84 Lakh in previous year.

SHARE CAPITAL

During the year under review, there was no change in the Company''s Issued, Subscribed and Paid-up Equity Share Capital. On March 31, 2016, the paid up share capital of the Company was Rs. 10.51 Cr divided into 10511929 equity shares of Rs. 10/each. During the year under review, the Company has neither issued Shares with Differential Voting Rights nor granted Stock Options nor Sweat Equity.

GENERAL RESERVE

No amount has been transferred to General Reserve during the year under review.

DIVIDEND

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

The Company has not accepted deposit from the public within the ambit of Section 73 of the Companies Act, 2013 and The Companies (Acceptance of Deposits) Rules, 2014.

DIRECTORS

Following changes in the Board of Directors have taken place since last directors report till the date of this report:

Present Directors:

Mr. Ghanshyam Dass Singal- Managing Director (Non Executive Non Independent)

Mr. Shiv Kumar Mittal- Independent Director

Mr. Amit Jain- Independent Director

Ms. Astha Sharma- Non Executive Director

Mr. Vinumon Kizhakkeveetil Govindan-Non Executive Independent Director

Changes among Directors since Last Directors Report

1) Mr. Hemant Sharma resigned from the directorship of Company with effect from 21st August, 2015. Board places its sincere appreciation for efforts and contribution of Mr. Sharma in conducting the affairs of Company.

2) Mr. Vinumon K. Govindan appointed as an Independent director by board of directors in its meeting held on 22nd August, 2016. His appointment is subject to confirmation by the members at upcoming AGM.

Key Managerial Personnel

In terms of Section 2(51) and Section 203 of Companies Act, 2013 following are the KMPs of the Company:

Mr. Ghanshyam Dass Singal- Managing Director Mr. Pavan Kumar-CFO Up to 30th January, 2016 Ms. Shakshi Gupta-CFO w.e.f. 30th May, 2016 Mr. Pramod Kumar-Company Secretary 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 Annual General Meeting held in 2014 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 Financial Statement forming part of the Financial Statements as at 31st March, 2016, 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 2016-2017.

SECRETARIAL AUDITORS

The Board of directors of your company 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 ‘A’. There is no qualification in the Report .

SUBSIDIARY COMPANIES The following are Subsidiary and Associates of Company in terms of provisions of Companies Act, 2013

1) Jindal Poly Films Investment Limited- Wholly Owned Subsidiary

2) Jindal India Powertech Limited -Associate

3) Consolidated Green Finvest Private Limited -Associate

Company''s Wholly owned subsidiary Jindal Poly Films Investment Limited is under process of Amalgamation with Jindal Photo Investments Limited. Approval of Hon''ble High Court, New Delhi on Scheme of Arrangement is still pending.

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.

Statement containing the salient feature of the Financial Statement of the Company''s subsidiaries is in Form AOC-1 forms part of this Annual Report. In terms of provisions of Section 136 of the Companies Act, 2013, the Company shall place separate audited accounts of the Subsidiary Companies on its website at www.jpifcl.com.

CORPORATE GOVERNANCE

Your Company has taken adequate steps to ensure compliance with the provisions of Corporate Governance as prescribed under the SEBI (Listing Obligation and Disclosure Requirement) Regulations , 2015 .

A separate Report on Corporate Governance along with Report on Management Discussion and Analysis is enclosed after Directors Report and forms part of this Annual Report.

DIRECTORS'' RESPONSIBILITY STATEMENT

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

1. that in the preparation of the Annual Financial Statements for the year ended 31st March, 2016, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

2. that the Company has selected such accounting policies and applied consistently and judgments 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, 2016 and of the Profit of the Company for the year ended on that date;

3. 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;

4. that the annual financial statements have been prepared on going concern basis;

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

6. 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

In terms of Section 135 of Companies Act, 2013 and The Companies (Corporate Social Responsibility) Rules, 2014 your Company was required to spend an amount of apx. Rs. 21.50 lacs on CSR based activities based on the average profits of preceding three financial years. The Company has already constituted a Corporate Social Responsibility Committee. However, the Company has not spent any amount on 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. Detailed Report on CSR forms part of this report and is annexed to this Director''s report .

Disclosure under Companies Act, 2013

(i) Extracts of Annual Return

The details forming Part of the Extracts of Annual Return in Form MGT-9 is as per Annexure B.

(ii) Board and Committee Meetings

During the year, Six Board Meetings and Four Audit Committee Meetings were convened and held. The details of same along with attendance of directors and members are given in Corporate Governance Report.

(iii) Composition of Audit Committee

The composition of Audit Committee is as follows:

1. Mr. Vinumon K. Govindan -Chairman (Independent Director) (w.e.f. 22nd August, 2016)

2. Mr. Amit Jain- Chairman (Non Executive Independent Director) (Up to 22nd August, 2016)

3. Mr. Shiv Kumar Mittal-Member ( Independent director)

4. Mr. Ghanshyam Dass Singal-Member (Non Executive Non Independent)

More details about the Committee are given in the Corporate Governance Report.

(iv) Related Party Transactions

There were no transactions with related parties in terms of Section 188 of Companies Act, 2013 and rules made there under. Hence, disclosure as required under Section 134(3)(h) of the Companies Act 2013 in form AOC-2 is not required.

The Related Party Transactions Policy as approved by the Board is uploaded on the Company''s website www.jpifcl.com. The details of the transaction with Related Parties 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 about risk assessment and minimization procedures. These procedures are periodically reviewed.

(vii) Report on annual evaluation of board''s performance

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.

(viii) Declaration of Independence by Independent Directors

The Company has received necessary declaration from each Independent Director under section 149(7) of the Companies Act, 2013 that they meet the criteria of independence laid down in section 149(6) of the Companies Act, 2013 and Regulation 16 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.

(viii) Material Changes And Commitment If Any Affecting Financial Position Of Company

There were no material changes / commitments affecting the financial position of the Company or that may require disclosure, between March 31, 2016 and the date of Board''s Report.

(ix) 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.

(x) 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 behavoiur, 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 web link of jpifcl.com/financial/Vigil_Mechanism.pdf.

(xi) Remuneration Policy

Pursuant to the applicable provisions of the Companies Act, 2013 and the Listing Regulations, the Board, in consultation with its Nomination & Remuneration Committee, has formulated a framework containing, inter-alia, the criteria for performance evaluation of the entire Board of the Company, its Committees and Individual Directors, including Independent Directors. Members can download the complete remuneration policy on the Company''s website at www. jpifcl.com and is also attached as Annexure ''C''.

Disclosure of details of payment of remuneration to Managerial Personnel under Schedule V Part II, Section II (A) of Companies Act, 2013, is Annexed as Annexure ''D''.

(xii) 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 are Nil as no employee was in receipt of remuneration more than Rs. 8.50 Lac per month.

(xiii) Familiarization Programme for the Independent Directors

The Company follows a well-structured induction programme for orientation and training of Directors at the time of their joining so as to provide them with an opportunity to familiarize themselves with the Company, its management, its operations and the industry in which the Company operates. At the time of appointing a Director, a formal letter of appointment is given to him, which inter alia explains the role, function, duties and responsibilities expected of him as a Director of the Company. The Director is also explained in detail the Compliance required from him under the Companies Act, 2013, the Listing Regulations and other relevant regulations and affirmation taken with respect to the same. The detailed Familiarization Programme is available at web link www.jpifcl.com/Financial/Familiarisation_Programme.pdf

(xiv) 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.

ACKNOWLEDGEMENT

The Directors express their gratitude and thanks to the Employees, Auditors ,Stock Exchanges, Registrar & Transfer Agents, Financial Institutions & Banks and all other Business Associates for their continued co-operation and patronage.

For & On behalf of the Board

Sd/- Sd/-

G D SINGAL Shiv Kumar Mittal

Place : New Delhi Managing Director Director

Date : 22nd August, 2016 (DIN 00708019) (00006460)


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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