Mar 31, 2015
1. Corporate Information
Jindal Poly Investment & Finance Company Limited is a listed company domiciled in India & incorporated under the provision of the Companies Act. The Company is engaged in the business/area of investment and holds mainly in group Companies.
2. SHARE CAPITAL
Terms/rights attached to Equity Shares
Each holder of equity shares is entitles to one vote per share. In the event of liquidation of the company, the holders of equity shares will be entitled to receive remaining assets of the company, after distribution of all the preferential amounts. The distribution will be in the proportion to the number of equity shares held by the shareholders. There is no restriction on distribution of dividend. However, same except interim dividend is subject to the approval of the shareholders in the Annual general Meeting.
3. RELATED PARTY DISCLOSURE
A. As required by Accounting Standard-18 "Related party disclosure" issued by the Institute of Chartered Accountants of India are as follows:-
List of Related parties
a) Key Managerial Person
1 Mr. G.D. Singal
2 Ms. Gunjan Gupta
3 Mr. Hemant Sharma
4 Mr. Pramod Chauhan
5 Mr. Pavan Kumar
b) Subsidiary Company
1 Jindal Poly Films Investment Limited
c) Associate Company
1 Jindal India Power tech Limited
2 Consolidated Green Finvest Pvt Limited
d) Controlling Enterprises/Major Shareholders of reporting Enterprise
1 Jindal Photo Investment Limited
2 Soyuz Trading Company Limited
3 Rishi Trading Company Limited
4. Contingent Liabilities:
a) Uncalled liability of partly paid shares Nil Nil
5. There is no liability outstanding as on 31.03.2015 due to Small Scale and medium enterprises as defined under the Micro Small and Medium Enterprises Development Act, 2006.
6. Non-Current Investment include 6 shares of Jindal Poly Films Investment Ltd. of which the Company is beneficial owner are held by certain individuals in fiduciary capacity.
7. Segment Reporting
An operating segment is a component of the business:
i) That engages in business activities as a result of which the company receives operating revenues and incurs costs,
ii) Whose operating results are regularly reviewed by the company's ultimate decision-maker with a view to determining which resources should be allocated to the segment and to assess its earnings, and
iii) For which separate financial information exists.
It is management's perception that since the company is engaged in the activity of investment of its surplus fund in the share capital of other company and mutual fund which are governed by the same set of risk and returns the same are considered to constitute a single reportable segment in the context of Accounting Standard on "Segment Reporting" issued by the Institute of Chartered Accountants of India.
8. Pledge of Shares of M/s Jindal India Power tech Limited to IFCI Limited
The Company has pledged 15,41,00,000 Equity Shares of Rs 10/- each and 24,71,00,000 Zero Percent Redeemable Preference Shares Series I and 3,88,00,000 Zero Percent Redeemable Preference Shares Series II of Rs 10/- each, both fully paid up of Jindal India Power tech Limited "JIPL, an associate Company to IFCI Limited as security for 14% OCD issued by JIPL and subscribed by IFCI Ltd in terms of the Debenture subscription agreement between JIPL and IFCI Ltd for the sum of Rs 300 Crore (outstanding as on 31.03.2015 Rs 275 Crore).
9. Core Investment Company
The Company is a core Investment Company Holding more than 90% of its assets in investments in shares or debt in group Companies. In view of the interpretation of the extent regulatory framework applicable to core investment companies, certificate of Registration under sub-section (2) section 45-IA of the Reserve Bank of India Act, 1934 is required and the steps are being taken by the Company.
10. Allotment of Zero Percent Redeemable Preference Shares
During the Financial Year, M/s Jindal India Power tech Limited has allotted 12,50,00,000 Zero percent redeemable preference shares of Rs. 10/- each, in lieu of Preference Share Application Money. These Shares were allotted on 07th June, 2014.
Terms & Conditions (in brief)
a) The Redeemable Preference Shares (hereinafter referred to as 0% RPS-Series II) shall have a face value of Rs 10/- (Rupees Ten Only) each.
b) The 0% RPS- Series II will be allotted as fully paid up @ Rs 10/- (Rupees Ten Only) per share.
c) The 0% RPS- Series II shall not carry any dividend.
d) The 0% RPS- Series II shall not carry any voting rights except in accordance with the provision of Section 47 of the Companies Act, 2013.
e) The 0% RPS- Series II shall be redeemed as per provisions of Companies Act, 1956 or Companies Act, 2013, as may be applicable, at a premium of 10%, within 15 years from the date of their allotment as may be decided by the Boards of Directors of the company.
f) Any part redemption of 0% RPS- Series II will be permissible as may be approved by the Board of Directors of the Company.
g) Any other condition to be added or modified, from time to time, as may be approved by the Board of Directors of the Company for compliance of all statutory guidelines and provisions as may be deemed fit in the interest of the company.
11. There is no amount required to be transferred in Investor education and protection fund.
12. Corporate Social Responsibility:
The Company has not spent any amount in the current financial year. However, the Company is actively considering various CSR programs that may be taken up in the next Financial Year.
Gross amount required to be spent by the Company during the year Rs. 18,87,058.
Amount spent by the company during the year is Nil.
13. Figures have been rounded off to nearest rupee.
Mar 31, 2014
1 There is no liability outstanding as on 31.03.2014 due to Small Scale and medium enterprises as Defined under the Micro Small and Medium Enterprises Development Act,2006.
2 Non-Current Investment include 6 shares of Jindal Poly Films Investment Ltd. of which the Company is beneficial owner are held by certain individuals in fduciary capacity.
3 It is mangament''s perception that since the company is engaged in the activity of investment of its surplus fund in the share capital of other company and mutual funds which are governed by the same set of risk and returns the same are considered to constitute a single reportable segment in the context of Accounting Standard on "Segment Reporting" issued by the Institute of Chartered Accountants of India.
4 (i) Pursuant to approval of scheme of demerger of Investment division of Jindal Poly Films Limited by Hon''ble High Court of Allahabad vide its order dated May 16, 2013, the Boards of Directors has allotted 1,05,11,929 Equity Shares in their meeting held on 25th July, 2013. As the appointed date was 1st April, 2012. Consequently for the year ended 31st March 2014 the demerger has been effected in the books of accounts and accordingly the fgure of previous year are recasted and share holding has been shown as per date of allotment. EPS of the year ended 31st March,2013 has been calculated as per paid up capital after demerger.
4 (ii) As per part III , clause 8.2 of the scheme of demerger, 50,000 equity shares alloted at the time of incorporation of the company were cancelled on the date of allotment of equity shares pursuant to scheme of demerger.
5 During the financial year, Jindal India Powertech Limited has implemented a Scheme of Reorganisation and Arrangement to restructure and reorganize its Equity share capital pursuant to provisions of Sections 391 to 393, read with Sections 80, 81 and Sections 100 to 104 of the Companies Act, 1956, in such a manner, whereby (a) all its existing Partly paid up Equity Shares of face value of Rs. 10 each out of issued, subscribed and paid up Equity share capital would ultimately stand restructured and converted into a lesser number of newly created Equity Shares of Rs. 10 each fully paid-up and (b) some of such newly created fully paid New Equity Shares resulting from aforesaid restructuring and conversion of Original Equity Shares, as also some of the existing unsecured inter corporate loans received by the Company from its promoter group companies, would stand converted into preference share capital. The Appointed date was fixed as Ist April, 2013.
The above scheme was sanctioned by Hon''ble High Court of Judicature at Allahabad, UP, on 20th January, 2014. The formal order dated 18th February, 2014 was fled with Registrar of Companies, UP and Uttranchal on 21st February, 2014 and the scheme became effective on 26th February, 2014.
Pursuant to the scheme, Company''s holding of 43,60,00,00 equity shares of face value of Rs. 10/- each and Rs. 7/- paid up was converted into-
1) 15,41,00,000 equity shares of Rs. 10/ each, fully paid up.
2) 15,11,00,000 Zero % Redeemable Preference shares of Rs. 10/- each, fully paid up Broad terms of Preference Shares
Zero per cent preference shares of Rs 10 (Rupees Ten) each , redeemable at the option of the Board of Directors of issuer company by giving not less than 1 (one) month''s advance notice to shareholder, at any time within 15 (ffteen) years from the date of their issue, at a redemption premium of 10% (Ten per cent) payable at the time of their redemption.
6 Disclosures as required by Accounting Standard-18 "Related Party Disclosure" issued by the Institute of Chartered Accountants of India are as follows :
List of Related Parties
a) Key Managerial Person
1 Mr. V.K. Gupta
2 Mr. R.B. Pal
3 Mr. Hemant Sharma
4 Mr. Pramod Chauhan
b) Associate Company
1 Jindal India Powertech Limited
2 Consolidated Green Finvest Pvt Limited
26 Contingent Liabilities:
a) Uncalled liability of partly paid shares Nil 1,30,80,00,000
7 Figures have been rounded off to nearest rupee.
8 Notes ''1'' to "28'' are annexed to and form part of Statement of Accounts.
STATEMENT PURSUANT TO SECTION 212 OF THE COMPANIES ACT, 1956 RELATING TO SUBSIDIARY COMPANY
1. Name of the Subsidiary Jindal Poly Films Investment Limited
2. Financial Year of the Subsidiary 31st March , 2014
3. Holding Company''s Shares Interest as on 31.03.2014 Holder of 17,82,000 Equity Shares of 10/- each being the total issued, Subscribed and paid up Equity Share Capital.
4. Net Aggregate amount of the Subsidiary''s profit/(Loss) so far as they concern members of Holding Company and not dealt with in the Holding Company''s accounts:-
1. For Subsidiary''s Period ended 31st March 2014. Loss Rs. 0.43 Lacs
2. For Subsidiary''s previous Financial Year Loss Rs. 0.33 Lacs
5. Net Aggregate amount of the Subsidiary''s profit/(Loss) so far as they concern members of Holding Company and dealt with in the Holding Company''s accounts:-
1. For Subsidiary''s Period ended 31st March 2014. Nil
2. For Subsidiary''s previous Financial Year Nil