Notes to Accounts of Jindal Poly Investment & Finance Company Ltd.

Mar 31, 2023

‘The company holds an investment in 0% Redeemable Preference Shares of Jindal India Powertech Limited (JIPL). Based on the valuation report by an IBBI registered valuer as of March 31,2023, the value of these preference shares has been reinstated to their face value. Consequently, the company has carried these shares at amortized cost as of March 31,2023. As a result, during the financial year 2022-23, a Fair Value Gain on these preference shares has been recognized, amounting to Rs. 40,250.32 Lakhs (including exceptional items gain) and fair value has been recognised through Profit and loss account (FVTPL).

# Pursuant to the further issue of equity shares by Material Subsidiary (Jindal India Powertech Limited) of the company to third party resulted in dilution of the company shareholding in its material subsidiary to less than fifty percent (50%) i.e. from 51.22% to 49.93%, thereby resulting cessation of control of the company over material subsidiary . Accordingly, (Jindal India Powertech Limited) has ceased to be subsidiary of the company w.e.f. 23 March 2023. As at 31.03.2023 based on the valuation report of equity shares of Jindal India Powertech Limited (JIPL) obtained from IBBI registered valuer, the valuation of shares has been reinstated to cost being investment in equity shares of the subsidiary/ associate. Accordingly, during the current financial year 2022-23, the company has reinstated these investments at cost and has booked gain of Rs. 15770.35 Lakh through FVTOCI.

*The erstwhile wholly owned subsidiary of the Company i.e, Jindal Poly Films Investment Limited has been merged with Jindal Photo Investments Limited due to effectiveness of the scheme of amalgamation approved by Hon’ble High Court, New Delhi dated 20th December, 2016. Pursuant to which shares of Jindal Poly Films Investment Limited has been cancelled and in consideration whereof 409,860 equity shares of Jindal Photo Investments Limited has been allotted on 15th June,2017.

"Further pursuant to the scheme of Amalgamation amongst Jindal Photo Investments Limited (JPIL) and Others with and into Concatenate Advest Advisory Private Limited (CAAPL) w.e.f 01.04.2021 (appointed date), the equity sharesholders of JPIL has been allotted 1% Non Cumulative Reedemable Preference Shares (1% NCRPS) of face value Rs. 1000 each of CAAPL in lieu of their equity share holding in JPIL. The company has proportinately recognised the 3,62,134 number of 1% NCPRS of CAAPL in lieu of 4,09,860 equity shares held in JPIL. Accordingly the equity shares of JPIL has been derecognised from the investment and 1% NCPRS of CAAPL has been Recognised at cost on the date of allotment date. The company have instated the same at the amortised cost on the reporting date and fair value has been recognised through Profit and loss account (FVTPL). These 1% NCRPS to be redeemed within 10 Years from the date of allotment alongwith redemption premium @ 3% per annum and dividend @1% per annum on non cumulative basis.

(D) 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.

22 DISCLOSURE UNDER REGULATION 34(3) OF “SECURITIES AND EXCHANGE BOARD OF INDIA (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS 2015”

Loans and advances outstanding at the year end and maximum amount outstanding during the year, as required to be disclosed under Schedule V and Regulation 34(3) of “Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015” are Nil.Further there was no transaction with any person or belonging to promoter/promoters Group which holds 10% or more shareholding in the Company.

24 FAIR VALUE HIERARCHY

(a) This section explains the judgements and estimates made in determining the fair values of the financial instruments. To provide an indication about the reliability of the inputs used in determining fair value, the Company has classified its financial instruments into the three levels prescribed under the accounting standard.

Level 1: Level 1 hierarchy includes financial instruments measured using quoted prices. This includes listed equity instruments, traded bonds and mutual funds that have quoted price. The fair value of all equity instruments which are traded in the stock exchanges is valued using the closing price as at the reporting period.

Level 2: The fair value of financial instruments that are not traded in an active market is determined using valuation techniques which maximise the use of observable market data and rely as little as possible on entity-specific estimates. If all significant inputs required to fair value an instrument are observable, the instrument is included in level 2.

Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3. This is the case for unlisted equity securities.

There are no transfers between level 1 and level 2 during the year.

(b) Valuation technique used to determine fair value

Specific valuation techniques used to value financial instruments include:- the use of quoted market prices or dealer quotes for similar instruments- the fair value of forward foreign exchange contracts is determined using forward exchange rates at the balance sheet date- the fair value of the remaining financial instruments is determined using discounted cash flow analysis.All of the resulting fair value estimates are included in level 2 or level 3, where the fair values have been determined based on present values and the discount rates used were adjusted for counterparty or own credit risk.

(c) Fair value estimation

Estimated fair value disclosures of financial instruments are made in accordance with the requirements of Ind AS 107 “Financial Instruments: Disclosure”. Fair value is defined as the amount at which the instrument could be exchanged in a current transaction between knowledgeable willing parties in an arm’s length transaction, other than in forced or liquidation sale. As no readily available market exists for a large part of the Company’s financial instruments, judgment is necessary in arriving at fair value, based on current economic conditions and specific risks attributable to the instrument. The estimates presented herein are not necessarily indicative of the amounts the Company could realize in a market exchange from the sale of its full holdings of a particular instrument.

The following summarizes the major methods and assumptions used in estimating the fair values of financial instruments. Trade and other receivables / payables

Receivables / payables typically have a remaining life of less than one year and receivables are adjusted for impairment losses. Therefore, the carrying amounts for these assets and liabilities are deemed to approximate their fair values, as the allowance for estimated irrecoverable amounts is considered a reasonable estimate of the discount required to reflect the impact of credit risk.

Other long term receivables

These receivables are regularly reviewed and adjusted for impairment losses. Therefore, management considers the carrying amount of these receivables to approximate fair value.

The accounts and Finance Department of the company includes a team that performed the valuations of financial assets and liabilities required for financial reporting purposes, including level 3 fair values. This team reports directly to the chief financial officer (CFO) and the audit committee (AC).

Discussions of the valuation process and the result are held between the CFO, AC and the valuation team atleast once in year in line with the company’s periodical reporting.

The main level 3 inputs of the unlisted equity securities, contingent considerations and indemnification assets used by the Company are derived and evaluated as follows:

1. Discount rates are determined using a capital a surprising model to calculate a pre tax rate that reflects current market assessments of the time value of the money and risk specific to the assets.

2. Risk adjustments specific to the counterparties (including assumption about credit default rates) are derived from credit risk grading determined by the Company’s internal credit risk management group.

3. Earnings growth factor for unlisted equity securities are estimated based on the market information for similar type of companies.

Changes in level 2 and 3 fair values are analyzed at the end of each reporting period during the quarterly valuation discussion between the CFO, AC and valuation team. As part of this discussion the team present a report that explains the reason for the fair value movements.

25 FINANCIAL RISK MANAGEMENT

(a) Risk management framework

The risk management policies of the Company are established to identify and analyse the risk faced by Company to set appropriate risk limit and controls to monitor risk and adherence to limits. Risk management policies and systems are reviewed regularly to reflect the changes in market conditions and the Company activities. The management has overall responsibility for the establishment and oversight of the Company risk management framework. In performing its operating, investing and financing activities, the Company is exposed to credit risk, liquidity risk and market risk.

(b) Credit risk

Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from the Company’s receivables from customers and investments in financial instruments.

The carrying amount of financial assets represents the maximum credit exposure. The Company monitor credit risk very closely both in domestic and export market. The Management impact analysis shows credit risk and impact assessment as low.

Trade and other receivables

Credit risk is the risk that a customer may default or not meet its obligations to the company on a timely basis, leading to financial losses by the Company. Credit evaluations are performed on all receivables requiring credit. The Company reviews for any required allowance for impairment that represents its expected credit losses in respect of receivables. Investments are reviewed for any fair valuation loss on periodically basis and necessary provision/fair valuation adjustments has been made based on the valuation carried by the management to the extent available sources, the management does not expect any investment counterparty to fail to meet its obligations.

(c) Liquidity Risk

Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Company’s approach to managing liquidity is to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when they are fallen due. The Company’s liquidity position is carefully monitored and managed. The Company has in place a detailed budgeting and cash forecasting process to help ensure that it has adequate cash available to meet its payment obligations.

The following table provides details of the remaining contractual maturity of the Company’s financial Liabilities. It has been drawn up based on the undiscounted cash flows and the earliest date on which the Company can be required to pay. The table includes only principal cash flows.

Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices. Market prices mainly comprise three types of risk: currency rate risk, interest rate risk and other price risks. Foreign currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates. Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. This is based on the financial assets and financial liabilities held as at March 31,2023 and March 31,2022. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimizing the return. However, the Company has no such items regarding cuurency risk or interest rate risk.

28 As per Ind AS - 108, information reported to the chief operating decision maker, which is the Board of the Company, for the purpose of resource allocation and assessment of segment performance is founded its only reportable business segment of holding investments and investing 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. Hence, the Company does not qualify for separate segment reporting.

29 Contingent liabilities and commitments- Nil (Previous year - Nil)

30 The company has investment in 0% Redeemable Preference Shares of Jindal India Powertech Limited (JIPL) “erstwhile subsidiary/ now associate” company. On the basis of the valuation as on 31.03.2023 report by IBBI registered valuer, the value of these preference shares has been reinstated to face value and carried at amortised cost as at 31.03.2023. Hence the FV Gain on these preference shares amounting to Rs. 40250.32 Lakhs (Including exceptional items gain) has been booked during the financial year 2022-23 as FVTPL.

31 The company elected to exercise the option permitted under section 115BAA of the Income Tax Act 1961 as introduced by the Taxation Laws (Amendment) Ordinance 2019 from Financial Year 2021-2022.

32 In the earlier years Jindal Poly Films Limited has given Rs.22,90,00,000 to Jindal Photo Limited towards purchase of shares. Pursuant to scheme of demerger approved by Hon’ble Allahabad High Court vide its order dated May 16, 2013 this outstanding has been transferred to the Company as a part of demerged undertaking. Company has continuously taken steps to square off/recover the same by from Jindal Photo Limited and the outstanding as on date is Rs. 19,40,00,000. The Company has made the impairment of the same as per Ind AS 36 during the financial Year 2018-19 and accordingly the impairment loss of Rs.19,40,00,000 was shown under exceptional item in earlier year.

33 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 not required to be obtained from Reserve Bank of India as Company has not raised any public funds.

34 CORPORATE SOCIAL RESPONSIBILITY:

The Company is not required to spend any amount on CSR activities in the current financial year. However, amount need to be spent on CSR for preceeding financial years from 2014-15 to 2016-17 was Rs. 45.06 Lakhs. Due to in sufficient cash profits, the company have been unable to spent prescribed amount on CSR. Amount spent by the company during the year is Nil.

37 ADDITIONAL DISCLOSURES:

i) The company does not have any Immovable properties.

ii) The company does not have any investment property.

iii) During the year, the company has not revalued its property,plant and Equipment (including right -of-Use Assets)

iv) During the year, the company has not revalued its intangible assets.

v) During the year, the company has not granted any Loan or advance in the nature of loans to promoters, directors, KMPs and the related parties (as defined under Companies Act, 2013), either severally or jointly with any other person that are:

a. repayable on demand : or

b. without specifying any terms or period of repayment,

vi) The company does not have Intangible assets under development

vii) No proceeding has been initiated or pending against the company for holding any benami property under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and rules made thereunder.

viii) The company does not have any borrowings from banks or financial institiutions.

ix) The company is not declared wilful defaulter by any bank or financial Institution or other lender.

x) The company has not entered into any transaction with companies struck off under section 248 of the Companies Act, 2013 or section 560 of Companies Act, 1956.

xi) No charges or satisfaction yet to be registered with ROC beyond the statutory period.

xii) The company has complied with the number of layers prescribed under clause (87) of section 2 of the act read with companies (Restriction on number of layers) rule 2017.

xiii) During the year any Scheme of Arrangements has not been approved by the Competent Authority in terms of sections 230 to 237 of the Companies Act, 2013.

xiv) Utilisation of Borrowed funds and share premium:-

A) The company has not advanced or loaned or invested funds (either borrowed funds or share premium or any other sources or kind of funds) to any other person(s) or entity(ies), including foreign entities (Intermediaries) with the understanding (whether recorded in writing or otherwise) that the Intermediary shall

(i) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the company (Ultimate Beneficiaries) or

(ii) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries;

(B) The company has not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the company shall

(i) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries) or

(ii) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries

xv) The company has not traded or invested in Crypto Currency or Virtual currency during the year.

xvi) The company does not have any transaction, not recorded in the books of accounts that has been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act 1961.

38 There is no amount required to be transferred to Investor education and protection fund.

39 Figures have been rounded off to nearest lakhs and figures have been regrouped / rearranged where ever required, to make them comparable.

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Mar 31, 2018

NOTE NO. 1

1 (A) Corporate Information

Jindal Poly Investment and Finance Company Limited is a company limited by shares, incorporated and domiciled in India & the equity shares of the company are listed on Indian Stock Exchanges (National Stock Exchange & Bombay Stock Exchange).

The Company is engaged in the business of investment and holding investment mainly in its group Companies.

a) 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.

* There are no Micro Enterprises and Small Enterprises, to whom the company owes dues, which are outsatnding for more than 45 days during the year and also as at 31^st March, 2018. This Information as required to be disclosed under the Micro, Small and Medium Enterprises Development Act, 2006 has been determined to the extent such parties have been identified on the basis of information available with the Company.

* The erstwhile wholly owned subsidiary of the Company i.e, Jindal Poly Films Investment Limited has been merged with Jindal Photo Investments Limited due to effectiveness of the scheme of amalgamation approved by Hon’ble High Court, New Delhi dated 20^th December, 2016. Pursuant to which shares of Jindal Poly Films Investment Limited has been cancelled and in consideration whereof 409860 equity shares of Jindal Photo Investments Limited has been allotted on 15^th June, 2017.

2 Disclosure under Regulation 34(3) of “Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015”

Loans and advances outstanding at the year end and maximum amount outstanding during the year, as required to be disclosed under Schedule V and Regulation 34(3) of “Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015” are as follows:

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) Subsidiary Company

1 Jindal India Powertech Limited

b) Step Down Subsidiary Companies

1 Xeta Properties Private Limited

2 Jindal India Thermal Power Limited (Upto 12^th June, 2017)

3 Mandakini Exploration and Mining Limited (Upto 12^th June, 2017)

4 Consolidated Mining Limited (Upto 12^th June, 2017)

5 Jindal Operation and Maintenance Limited (Upto 12^th June, 2017)

c) Key Managerial Person

1 Ghanshyam Dass Singal - Managing Director

2 Pramod Kumar- Company Secretary

3 Shakshi Gupta -Chief Financial Officer (upto 02^nd April, 2018)

4 Anuj Kumar - Chief Financial Officer (W.e.f 01^st May, 2018)

d) Investing Parties for which reporting enterprise is an Associate Company

1 Jindal Photo Investment Limited

2 Soyuz Trading Company Limited

e) Other Enterprises

1 Consolidated Photo & Finvest Limited

2 Jindal Poly Films Limited

3 Jindal Photo Limited

1.1. Contingent Liabilities - Nil

4.2. The company is engaged in the activity of holding investments and investing 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” referred to in Section 133 of the Companies Act, 2013.

4.3. (a) 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 9,88,00,000 Zero Percent Redeemable Preference Shares Series II of Rs 10/- each, both fully paid up of Jindal India Powertech Limited “JIPL, a Subsidiary 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 300,00,00,000.

(b) In the abovementioned matter, IFCI has filed an application with Debt Recovery Tribunal - I, Delhi for recovery of outstanding dues of Rs. 271,84,26,582 from JIPL due to non-redemption of 14% OCDs issued to IFCI and has made the Company as Defendant No. 2 as the Company has provided security to IFCI for the said 14% OCDs by way of pledge of its investment in equity and preference share capital amounting to Rs. 500,00,00,000 in JIPL although the Company had not provided any Corporate Guarantee in this regard. The Company is in process of filing reply for the same.

4.4. In earlier years, the Company has invested in Zero Percent Redeemable Preference Shares and Equity shares having carrying value as at 1^st April, 2017 of Rs. 529,90,50,000 of Jindal India Powertech Limited (JIPL), subsidiary of the company and which was the holding company of Jindal India Thermal Power Limited (JITPL) and erstwhile step down subsidiary of the Company. JITPL operates thermal power plant (1200 MW) located in village Derang, Dist. Angul, Orissa. In June 2017, the lenders of JITPL have invoked the pledged equity shares to the extent of 51 % holding and consequent thereof, JITPL ceased to be a subsidiary of JIPL. Lenders have further invoked 15% pledged equity shares in the month of February, 2018. In view of this development, the Company shall make necessary adjustment in the value of investment, if any, after final outcome. However, provision for diminution in investment in equity shares of JIPL has been made in under review and resultant impact of Rs. 157,70,30,075 has been shown in profit & loss account under exceptional item.

4.5. In the earlier years Jindal Poly Films Limited has given Rs. 22,90,00,000 to Jindal Photo Limited towards purchase of shares. Pursuant to scheme of demerger approved by Hon’ble Allahabad High Court vide its order dated 16^th May, 2013 this outstanding has been transferred to the Company as a part of demerged undertaking. Company has continuously taken steps to square off/recover the same by from Jindal Photo Limited and the outstanding as on date is Rs. 19,40,00,000.

1.6. 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 not required to be obtained from Reserve Bank of India as Company has not raised any public funds.

4.7. Corporate Social Responsibility:

The Company is not required to spend any amount on CSR activities in the current financial year. However, amount need to be spent on CSR for preceding Financial Years from 2014-15 to 2016-17 is Rs. 45,06,869

Due to Continuously losses, the company is unable to spent prescribed amount on CSR. Amount spent by the company during the year is Nil

4.8. Additional Information as required under Part-II of Schedule III of Companies Act, 2013 are as below:-

4.9. There is no amount required to be transferred to Investor education and protection fund.

4.10. Figures have been rounded off to nearest rupee.

4.11. Previous year’s figures gave been regrouped/rearranged wherever necessary, to confirm current year’s classification.

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Mar 31, 2016

1 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.

2. Contingent Liabilities - Nil

3. 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.

4. 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” referred to in Section 133 of the Companies Act, 2013.

5. Pledge of Shares of M/s Jindal India Powertech 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 9,88,00,000 Zero Percent Redeemable Preference Shares Series II of Rs 10/- each, both fully paid up of Jindal India Powertech 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 31.03.2016 Rs 250 Crore).

6. 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 not required to be obtained from Reserve Bank of India as Company has not raised any public funds.

7. Allotment of Zero Percent Redeemable Preference Shares

There was no allotment to company during the year under review. During the Financial Year 14-15, M/s Jindal India Powertech 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.

8. Corporate Social Responsibility:

The Company has not spent any amount on CSR activities 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. 21,50,259/Amount spent by the company during the year is Nil.

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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:

31.03.2015 31.03.2014

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.

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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:

31.03.2014 31.03.2013

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