Directors Report of Jindal Poly Films Ltd.

Mar 31, 2023

BOARD’S REPORT

The Directors present this 49^th Annual Report of Jindal Poly Films Limited (“the Company”) on the business and operations of
the Company together with Audited Financial Statements for the financial year ended 31^st March 2023.

1. SUMMARY OF FINANCIAL RESULTS

The Standalone and Consolidated Financial Results for the financial year under review are given below:

	Standalone		Consolidated
Particulars	Year Ended		Year Ended
	31st March 2023	31st March 2022	31st March 2023	31st March 2022
Total Income from Operations	2,48,132	5,86,924	4,69,687	5,87,758
Other income	56,306	27,960	64,730	29,973
Profit before finance cost, depreciation and tax	99,874	6,14,884	1,00,495	6,17,731
Finance Cost	4,384	2,780	14,828	2,839
Depreciation	8,654	15,046	17,430	15,319
Net Profit for the period (before Tax, Exceptional and Extraordinary Items)	86,836	1,53,072	68,237	1,63,615
Exceptional Items gain / (loss)	1,09,478	10557	(22,697)	10557
Net Profit/ (Loss) for the period before Tax	1,96,314	1,63,629	45,540	1,63,615
Total Tax (including Current Tax, current tax adjustment and Deferred Tax)	22,196	44,202	13,647	43,991
Net Profit and loss for the period	1,74,118	1,19,427	31,893	1,19,624
Total Comprehensive Income for the period (Comprising Profit / (Loss) for the period (after Tax) and Other Comprehensive Income (after Tax) attributable to Equity Holders of the parent	1,74,362	1,19,637	32,098	119,856
Paid up Equity Share Capital (Face Value of Rs. 10/- each)	4,379	4,379	4,379	4,379
Earnings / (Loss) Per Share (EPS) (of INR. 10/- each) on Net Profit (Not annualised)- Basic and Diluted	397.65	272.75	72.84	273.20

2. CONSOLIDATED FINANCIAL STATEMENTS

The Audited Consolidated Financial Statements in addition to the Audited Standalone Financial Statements pursuant to
Section 129(3) of the Companies Act, 2013 (Act) read with the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (''SEBI Listing Regulations'') and prepared in accordance with the Indian Accounting Standards prescribed
by the Institute of Chartered Accountants of India is part of this Annual Report.

The Consolidated Profit and Loss Account for the period ended 31^st March 2023, includes the Profit and Loss Account for
the Subsidiaries/ Associates for the Financial Year ended 31^st March 2023. (Refer Form AOC - 1 attached as Annexure- I
to Board report).

In accordance with the third proviso of Section 136(1) of the Companies Act, 2013, the Annual Report of the Company,
containing therein its standalone and the Consolidated Financial Statements have been placed on the website of the Company
in the Annual report section at https://www.iindalpolv.com/download-reports.

3. COMPANY’S PERFORMANCE

During the year, the key highlights of the Company''s performance during the Financial Year 2022-23 are as under:

• Revenue from operations on standalone basis was INR. 2,48,132 Lakhs as against INR 5,86,924 Lakhs in the previous
Financial Year.

• Net Profit for the period before Tax, Exceptional and Extraordinary Items on standalone basis was INR. 86,836 Lakhs
as against INR. 1,53,072 Lakhs in the previous Financial Year.

• Net Profit after Tax on standalone basis was INR. 1,74,118 Lakhs as against INR 1,19,427 Lakhs in the previous
Financial Year.

• The earnings per equity share on standalone basis stood at INR 397.65 as against INR. 272.75 in the previous
financial year.

4. QUALITY MANAGEMENT SYSTEM

Our manufacturing units are certified to the following standards:

• ISO 9001: Quality Management System

• BRC Global Standard for Packaging Material (BRCGS Certificate)

• ISO 50001:2018: Management System Certificate

5. SUBSIDIARIES/JOINT VENTURES/ASSOCIATE COMPANIES

As on 31^st March 2023, the Company has Eight (8) Subsidiaries and Two (2) Associate Companies. Companies which have
become or ceased to be Company''s Subsidiaries, Joint Venture or Associate Companies, specifics of which can be found in
the AOC-1 report, attached as Annexure I to this Report.

Pursuant to Section 129(3) of the Companies Act, 2013 and Accounting Standards issued by the Institute of Chartered
Accountants of India, Consolidated Financial Statements presented by the Company include the Financial Statements of
its Subsidiaries, a complete set of same, along with subsidiary-specific audited accounts and pertinent documentation, is
accessible on the Company''s website https://www.iindalpolv.com/download-reports.

Subsequent to the fiscal period, JPFL Films Private Limited, subsidiary has gained status as a material subsidiary within our
corporate structure. In order to provide clear parameters for such categorization, the Company has devised and implemented
a rigorous policy to ascertain what constitutes ''material'' subsidiaries. This policy is publicly available and can be reviewed on
our Company website at https://www.iindalpoly.com/Uploads/image/112imguf MaterialSubsidiary-Policy.pdf.

Acquisition of S MI Coated Products Private Limited by Jindal Polypack Limited, Wholly Owned Subsidiary

Jindal Polypack Limited, a wholly owned subsidiary of the Company entered into an agreement to acquire 100% shareholding
of SMI Coated Products Private Limited which is engaged in the manufacturing of pressure sensitive label stocks as on 28^th
April 2022. SMI Coated Products Private Limited now stands merged with Jindal PolyPack Limited vide NCLT Mumbai order
dated 04^th August 2023.

Acquisition of 100% holding of JPF Netherlands Investment B.V.

The Board of Directors of the Company in its meeting held 30^th May 2023, approved to enter into an agreement to
acquire 100% shareholding of JPF Netherlands Investment B.V., a Netherland based entity, which is engaged into the
business of packaging films business through its three operational wholly owned subsidiaries based out in France, Italy,
and United Kingdom. These operational entities are into the business of manufacturing of speciality, nylon, coated and
metalized films and laminates. The products are mainly used as flexible packaging in foods, pharma, and luxury industry.
The acquisition of said entity stands completed on 21^st July 2023 and it has become the Wholly owned subsidiary of the
Company w.e.f. said date.

6. SHARE CAPITAL

During the year under review, the Company''s issued, subscribed and paid-up equity share capital, stood at INR 43,78,64,130
divided into 43,786,413 equity shares of INR 10/- each.

There was no public issue, rights issue, bonus issue or preferential issue etc. during the year. The Company has also not
issued any shares with differential voting rights or sweat equity shares.

The equity shares of the Company are listed with BSE Limited and National Stock Exchange of India Limited. There are no
arrears on account of payment of listing fees to the said Stock Exchanges. The Promoters and Persons acting in concert with
them holds 74.55% of Total Equity Share Capital of the Company as on 31^st March 2023.

7. TRANSFER TO RESERVES

The Company has not transferred any funds to General Reserves out of the amount available for appropriation.

8. DIVIDEND

The Board of Directors has recommended a dividend of INR 4.30 per equity share of INR 10 (Rupees Ten each) (43%) for the
financial year ended 31^st March 2023. Dividend is subject to approval by shareholder at the ensuing Annual General Meeting.
As per the prevailing provisions of the Income Tax Act, 1961, the dividend, if declared, will be taxable in the hands of the
Shareholder at the applicable rates. The Company shall, accordingly, make the payment of Final Dividend after deduction of
Tax at Source. Regarding the details of procedure for declaration & payment of dividend, shareholders are requested to refer
to the Notice of 49^th Annual General Meeting.

9. CAPITAL EXPENDITURE (STANDALONE)

As on 31^st March 2023, the Gross Fixed Assets including intangible assets stood at INR 1,48,328.47 Lakhs and Net Fixed
Assets stood at INR 1,03,874.75 Lakhs. Additions during the year amounted to INR 51,794 Lakhs.

10. CORPORATE GOVERNANCE REPORT AND CODE OF CONDUCT

Your Company is deeply committed to upholding the highest standards of Corporate Governance and continually strives to
foster strong trust and relationships with its shareholders, employees, customers, suppliers, and other stakeholders. Our
dedication to transparency and accountability is reflected in the comprehensive Corporate Governance section included in
the Directors'' Report of our Annual Report. This section encompasses the adherence to Corporate Governance norms as
prescribed in the Listing Regulations 2015, which is further certified by a Practicing Company Secretary.

Furthermore, the Whole-Time Director provides a declaration affirming compliance with the Company''s ''Code of Conduct,''
emphasizing our unwavering commitment to ethical practices.

By adhering to these robust measures, your Company ensures the promotion of effective Corporate Governance practices,
fostering a culture of integrity and responsible decision-making throughout the organization.

11. RISK MANAGEMENT

Pursuant to Section 134(3)(n) of the Act and Regulation 21 of Listing Regulations, the Company has constituted a Risk
Management Committee which has been entrusted with the responsibility to assist the Board in (a) approving the Company''s
Risk Management Framework and (b) Overseeing all the risks that the organization faces such as strategic, financial, liquidity,
security, regulatory, legal, reputational and other risks that have been identified and assessed to ensure that there is a sound
Risk Management Policy in place to address such concerns / risks.

The Company has laid down procedures to inform Board members about the risk assessment and minimization procedures.
These procedures are periodically reviewed to ensure that executive management controls risk through means of a properly
defined framework. The Company has developed a Risk Management Policy for the purpose of identification and monitoring
of such risk, that can be accessed on the Company''s website at https://www.iindalpolv.com/Uploads/image/437imguf
JindalPolvUpdatedRMCPolicv.pdf .

12. VIGIL MECHANISM AND WHISTLE BLOWER POLICY

The Company has a Whistle Blower Policy and has established the necessary vigil mechanism for Directors and employees
in conformation with Section 177(9) & (10) of the Act and Regulation 22 of SEBI Listing Regulations 2015, to report concerns
about unethical behaviour. This policy is available on the Company''s website at https://www.iindalpoly.com/Uploads/

imaae/125imauf WHISTLEBLOWERPOLICY.pdf . During the year under review, there was no complaint received under this
mechanism.

13. DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)S

The Company''s Board consists of a skilled team, comprising both executive and non-executive directors. They bring a diverse
range of knowledge and expertise to guide the Company''s strategic decisions and achieve its business objectives while
looking out for the interests of stakeholders.

During the year under review, the non-executive directors had no financial relationships with the Company, except for
receiving sitting fees, possible advisory fees, and reimbursement for meeting-related expenses. The Composition of Board is
in conformity with the applicable provisions of Act and Listing Regulations.

a) Chairman

• Mr. Sanjeev Aggarwal (DIN: 00006552), the Independent Director of the Company, is the regular Chairman of
the Board.

b) Changes to the Board and KMPs Positions:

• Mr. V K Gupta, Chief Executive Officer of the Company, resigned from his designation and was hereafter
appointed as Chief Executive Officer in JPFL Films Private Limited w.e.f. 02^nd August 2022.

• The Board, with effect from 09^th August 2022, re-designated Mr. Sanjeev Saxena (DIN: 07899506), Whole¬
Time Director to the role of a Non-Executive and Non-Independent Director.

• Mr. Devender Singh Rawat (DIN: 09696674), the Chief Financial Officer of the Company, has also been
appointed as Whole-Time Director of the Company in Board Meeting dated 09^th August 2022. However, he
stepped down from both the roles on 15^th October 2022, due to personal reasons.

• Mr. Shashi Bhushan Shugla (DIN:00149705), resigned from the position of Non-Executive Director, effective
from 15^th October 2022.

• In accordance with the Board''s approval on 15^th October 2022, Mr. Vijender Kumar Singhal (DIN: 09763670)
joined as a Whole-Time Director and Chief Financial Officer of the Company.

• On 14^th November 2022, Mr. Sunit Maheshwari, Company Secretary & Compliance Officer, concluded his
tenure with our Company pursuant to his retirement from the Company. Ms. Vaishali Singh, Company Secretary
by profession (ACS- 15108), has been appointed as the Company Secretary & Compliance Officer of the
Company with effect from 15^th November 2022.

• Mr. Devinder Kumar Rithaliya (DIN: 01417408) resigned from the position of Whole-Time Director effective
09^th August 2022. Later, in Board meeting dated 09^th August 2023, he has been appointed as an Additional
Whole-Time Director, subject to approval of the shareholders of the Company.

• Mr. Punit Gupta (DIN: 00011483), appointed as a Non-Executive Director effective 15^th October 2022,
subsequently resigned from the said position on 09^th August 2023, due to personal reasons.

• The Act mandates that at least two-third of the total number of directors (excluding independent directors) shall
be liable to retire by rotation. Accordingly, Mr. Sanjeev Saxena (DIN: 07899506), Non-Executive Director being
the longest in the office among the directors liable to retire by rotation, retire from the Board this year and being
eligible, has offered himself for re-appointment in the Annual General Meeting of the Company.

c) Status of Other Directors

• Ms. Sonal Agarwal (DIN: 08212478) has been duly re-appointed as an Independent Director of the Company,
in accordance with the resolution passed through the Postal Ballot dated 20^th July 2023. Her second term
commenced on 28^th August 2023 and will conclude on 27^th August 2028.

• Mr. Sanjeev Aggarwal (DIN: 00006552) holds the position of Independent Director of the Company.

d) Independent Director''s Declaration

All Independent Directors have submitted declarations affirming their independence. They have confirmed their
compliance with the requisite criteria as laid out in the Companies Act and SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.

14. NUMBER OF MEETING OF BOARD OF DIRECTORS

Throughout the year 8 (Eight) Board meetings were conducted in respect of which proper notices agenda and relevant
annexures were given and the proceedings were properly recorded. Insights of these Board meetings, along with the
Directors'' attendance records, can be found in the accompanying Corporate Governance Report within this Annual Report.

15. COMMITTEE DETAILS15.1. AUDIT COMMITTEE

The Audit Committee''s composition meets with requirements of Section 177 of the Companies Act, 2013 and
Regulation 18 of the Listing Regulations, 2015.

For details of the meetings of the Audit Committee and attendance of the Members, please refer to Corporate
Governance Report attached to this Annual Report.

15.2. NOMINATION & REMUNERATION COMMITTEE

The Nomination & Remuneration Committee''s (NRC) composition meets with requirements of Section 178 of the
Companies Act, 2013 and Regulation 19 of the Listing Regulations, 2015.

For details of the meetings of the NRC Committee and attendance of the Members, please refer to Corporate
Governance Report attached to this Annual Report.

15.3. STAKEHOLDERS'' RELATIONSHIP COMMITTEE

The Stakeholders'' Relationship Committee''s (SRC) composition meets with requirements of Section 178(5) of the
Companies Act, 2013 and Regulation 20 of the Listing Regulations, 2015.

For details of the meetings of the SRC Committee and attendance of the Members, please refer to Corporate
Governance Report attached to this Annual Report.

15.4. RISK MANAGEMENT COMMITTEE

The Risk Management Committee''s (RMC) composition meets with requirements of Regulation 21 of the Listing
Regulations, 2015.

For details of the meetings of the RMC Committee and attendance of the Members, please refer to Corporate
Governance Report attached to this Annual Report.

16. POLICY ON BOARD DIVERSITY

Recognizing the vital role of Board diversity in its success, your Company actively seeks a broad array of expertise
encompassing financial acumen, global business understanding, leadership, technological insight, mergers & acquisitions
knowledge, strategic planning, sales, marketing, and ESG norms. The Board''s diversity policy encapsulates this approach.

The Nomination and Remuneration Committee, tasked with reviewing Board composition, recommends new director
appointments and oversees annual reviews of Board effectiveness. The Committee has formalized a policy promoting Board
diversity, fostering a rich and varied array of directorial insights.

17. STATEMENT OF BOARD OF DIRECTORS

The Board of Directors of the Company are of the opinion that the Directors of the Company appointed/re-appointed during
the year possesses integrity, relevant expertise and experience (including the proficiency) required to best serve the interest
of the Company. The Directors have confirmed compliance of relevant provisions of Rule 6 of the Companies (Appointments

and Qualifications of Directors) Rules, 2014.

18. 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 familiarise 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/her, which inter alia explains the role,
function, duties and responsibilities expected of him/her as a Director of the Company. The Director is also explained in detail
the Compliance required from him/ her under the Companies Act, 2013, the Listing Regulations and other relevant regulations
and affirmation taken with respect to the same. The induction programme includes:

1) For each Director, a one-to-one discussion with the Chairman and Managing Director to familiarise the former with the
Company''s operations.

2) An opportunity to interact with the CEO, CFO & Company Secretary, business heads and other senior officials of the
Company, who also make presentations to the Board members on a periodical basis, briefing them on the operations
of the Company, strategy, risks, new initiatives, etc.

The details of the familiarisation programme may be accessed on the Company''s corporate website at https://www.iindalpolv.
com/Uploads/image/483imguf JPFL FAMILIARIZATION-PROGRAMME-FOR-ID-FY23(2).pdf.

19. PERFORMANCE EVALUATION OF THE BOARD AND ITS'' COMMITTEES DIRECTORS

In terms of provisions of Companies Act, 2013 read with the Rules issued thereunder and Listing Regulations, the Board has
adopted a formal mechanism for evaluating the performance of its Board, Committees and individual Directors, including the
Chairman of the Board. Further, a structured performance evaluation exercise was carried out based on criteria such as:

• Board/Committees composition.

• Structure and responsibilities thereof.

• Ethics and Compliance.

• Effectiveness of Board processes.

• Participation and contribution by members.

• Information and functioning.

• Specific Competency and Professional Experience /Expertise.

• Business Commitment & Organizational Leadership.

• Board/Committee culture and dynamics; and

• Degree of fulfilment of key responsibilities, etc.

The performance of Board, Committees thereof, Chairman, Executive and Non-Executive Directors and individual Directors is
evaluated by the Board. The Independent Directors of the Company have also convened a separate meeting for this purpose.
The results of such evaluation are presented to the Board of Directors. Performance evaluation of independent directors was
done by the entire board, excluding the independent director being evaluated.

20. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Act, the Board of Directors, based on the assurance given of the business operations, to
the best of their knowledge and ability, confirm that:

i. in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are
no material departures.

ii. they have, in the selection of the accounting policies, consulted the Statutory Auditors and have applied their
recommendations consistently and made judgements and estimates that are reasonable and prudent so as to give a
true and fair view of the state of affairs of the Company at the end of financial year and of the profit of the Company

for that period.

iii. they have taken proper and sufficient care to the best of their knowledge and ability, for the maintenance of adequate
accounting records in accordance with the provisions of the Act, for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities.

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

v. they have laid down internal financial controls to be followed by the Company and that such internal financial controls
were adequate and operating effectively; and

vi. they have devised proper system to ensure compliance with the provisions of all applicable laws and that such
systems were adequate and operating effectively.

21. REMUNERATION POLICY

The Remuneration Policy, inter-alia, includes remuneration structure & components, etc. of the Directors, KMPs and other
senior management personnel of the Company. The Remuneration Policy contains provisions about the payment of fixed
& variable components of remuneration to the Whole-Time Director and payment of sitting fee & commission to the non¬
executive Directors and describes fundamental principles for determination of remuneration of senior management personnel
and other employees.

In pursuance of the provisions of Section 178 of the Companies Act, 2013 and SEBI Listing Regulations 2015, the Company
has formulated a Remuneration Policy which is available at Company''s website https://www.iindalpolv.com/Uploads/
image/115imguf Remuneration-Policv.pdf.

22. DIVIDEND DISTRIBUTION POLICY

Under the regulation 43A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, the
Company has formulated a dividend distribution policy which aims to maintain a balance between profit retention and a fair,
sustainable and consistent distribution of profits among its members. The policy sets out the parameters and circumstances
that will be taken into account by the Board in determining the distribution of dividend to its shareholders. The policy is available
on the website of the Company under ''Investor Relations'' section at https://www.iindalpoly.com/Uploads/image/337imguf
JPFLDividend-Distribution-policy.pdf .

23. CORPORATE SOCIAL RESPONSIBILITY (CSR)

As a constituent of B.C. Jindal Group, your Company''s commitment to Corporate Social Responsibility (CSR) and societal
sustainable development is unwavering. A specialized CSR Committee ensures every Board decision considers its social
and environmental implications. Our adherence to Section 135 of the Companies Act, 2013, and the CSR Policy Rules, 2014,
is demonstrated through the implementation of a comprehensive CSR policy. This policy, accessible on our website at the
https://www.iindalpoly.com/Uploads/image/442imguf JPFLCSRPolicy 16.02.2023.pdf , guides our CSR initiatives.

The CSR section of this Annual Report meticulously documents our year''s initiatives. Compliance with the CSR Policy Rules,
2014 is outlined in a detailed report in Annexure - II. For additional CSR Committee details, please refer to the enclosed
Corporate Governance Report.

24. AUDITORSa) Statutory Auditors

At the 48^th Annual General Meeting (AGM), the Members of the Company approved the reappointment of Singhi & Co.
Chartered Accountants, as Statutory Auditors of the Company for a second term of five years from the conclusion of
48^th AGM till the conclusion of 53^rd AGM of the Company to be held in the year 2027, to examine and audit the accounts
of the Company.

The Auditors'' Report and Notes on Accounts for the financial year 2022-23 are self-explanatory and therefore do not
call for any further comments. There are no observations (including any qualification, reservation, adverse remark or
disclaimer) of the Auditors in their Audit Report that may call for any explanation from the Directors. Further, the notes

to accounts referred to in the Auditor''s Report are self-explanatory.

During the year, the Auditor had not reported any matter under Section 143 (12) of the Companies Act, 2013, therefore
no detail is required to be disclosed under Section 134(3) of the Companies Act, 2013.

b) Secretarial Auditors

In pursuance of the provisions of Section 204 of the Companies Act, 2013, the Board of Directors of the Company had
appointed M/s DMK Associates, Practicing Company Secretaries for conducting secretarial audit of the Company for
the financial year 2023-24.

There are no observations (including any qualification, reservation, adverse remark or disclaimer) of the Secretarial
Auditor in Secretarial Audit Report that may call for any explanation from the Directors. The said Secretarial Audit
Report is annexed as Annexure - III to this Report.

During the year, the Auditor had not reported any matter under Section 143 (12) of the Companies Act, 2013, therefore
no detail is required to be disclosed under Section 134(3) of the Companies Act, 2013.

c) Cost Auditors

The Board of Directors of the Company had appointed M/s. R. J. Goel & Co., Cost Accountants for conducting audit
of cost accounts of the Company, as applicable, for the financial year 2022-23. The Company has maintained the cost
records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013,
as required by the Company and such accounts and records are made and maintained as per rule 8(5)(ix) of the
Companies Accounts Rules, 2014.

There are no observations (including any qualification, reservation, adverse remark or disclaimer) of the Cost Auditors
in their Cost Audit Report that may call for any explanation from the Directors.

During the year, the Auditor had not reported any matter under Section 143 (12) of the Companies Act, 2013, therefore
no detail is required to be disclosed under Section 134(3) of the Companies Act, 2013.

In accordance with the Business Transfer Agreement executed during the financial year, the Company transferred its
Packaging Film Business to JPFL Films Private Limited, a subsidiary. Subsequent to this transition, the Harmonized
System Nomenclature (HSN) code associated with our remaining manufacturing operations, specifically pertaining to
non-woven fabrics, is not enumerated within the ambit of ''specified goods'' as specified by the Central Government.
Consequently, the Company now stands exempt from the mandates of cost audit as prescribed under Section 148 of
the Companies Act 2013.

d) Internal Auditors

Pursuant to the provisions of Section 138 of the Companies Act, 2013, the Board had appointed M/s. B.K. Shroff &
Co., Chartered Accountants (FRN 302166F) as Internal Auditors for conducting the Internal Audit of the Company for
the financial year 2023-24.

25. SECRETARIAL STANDARDS

During the year, the Company has complied with applicable Secretarial Standards issued by the Institute of the Company
Secretaries of India.

26. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTY

With reference to Section 134(3)(h) of the Companies Act, 2013, all contracts and arrangements with related parties under
Section188(1) of the Act, entered into by the Company during the Financial Year, were in the ordinary course of business
and on an arm''s length basis. The details of the Related party transactions (RPTs) as required under Accounting Standard
are set out in Note 40 to the Standalone Financial Statements forming part of this Annual Report. No Material Related
Party Transactions, i.e., Transactions amounting to ten percent or more of the annual consolidated turnover as per the last
Audited Financial Statements, were entered during the year by your Company. Accordingly, the disclosure of Related Party

Transactions to be provided under section 134(3)(h) of the Companies Act, 2013, in Form AOC - 2 is not applicable.

During the year 2022-23, pursuant to section 177 of the Act and regulation 23 of Listing Regulations, 2015, all RPTs were
placed before the audit committee for its approval. All RPTs during the year were conducted at arms'' length and were in the
ordinary course of business. Prior omnibus approval of the Audit Committee has been obtained for the transactions which
are of foreseen and repetitive nature. The transactions entered into pursuant to the omnibus approval are presented to the
Audit Committee by way of a statement giving details of all related party transactions. The Company has developed a Related
Party Transactions Policy for the purpose of identification and monitoring of such transactions and can be accessed on the
Company''s website at https://www.iindalpolv.com/Uploads/image/114imguf Policv-on-Related-Partv-Transactions.pdf .

27. INTERNAL FINANCIAL CONTROLS SYSTEMS

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.

The internal financial control is designed to ensure that the financial and other records are reliable for preparing Financial
Statements and other data, and for maintaining accountability of persons. The audit observations and corrective action, if
any, taken thereon are periodically reviewed by the Audit committee to ensure effectiveness of the Internal Financial Control
System.

28. PUBLIC 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.

29. MANAGEMENT DISCUSSION & ANALYSIS REPORT

Pursuant to regulations 34 of the Listing Regulations, Management''s Discussion and Analysis Report for the year is presented
in a separate section forming part of the Annual Report.

30. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

In today''s world, enterprises are recognized as pivotal elements of our social system. They hold a responsibility not only to
their shareholders in terms of revenue and profitability, but also to the wider society which equally stands as a stakeholder.

The Business Responsibility and Sustainability Report (BRSR) serves to disclose the Company''s performance in alignment
with the nine principles of the “National Guidelines on Responsible Business Conduct” (NGRBCs). According to SEBI
Circulars, effective from the fiscal year 2022-23, the compilation and submission of the BRSR is compulsory for the top one
thousand listed companies based on market capitalization, a criterion your Company comfortably meets. The BRSR detailing
the Company''s initiatives from an environmental, social, and governance standpoint, formatted as mandated by SEBI, is
annexed to this Report.

31. INDIAN ACCOUNTING STANDARDS, 2015

The annexed Financial Statements comply in all material aspects with Indian Accounting Standards (Ind AS) notified under
section 133 of the Act, Companies (Indian Accounting Standards) Rules, 2015 and other relevant provisions of the Act.

32. CHANGE IN NATURE OF BUSINESS, IF ANY

The Company had transferred its Packaging Films Business through Business Transfer Agreement to JPFL Films Private
Limited, a subsidiary of the Company on 02^nd August 2022.

33. FIRE AT NASIK PLANT OF SUBSIDIARY COMPANY

On 1^st January 2023, an unfortunate fire accident took place at the plant of the, JPFL Films Private Limited (JFPL), subsidiary
of the Company situated at 28^th Km Stone, Nashik Igatpuri Road NH-3, Village Mundegaon, Taluka Igatpuri, Distt. Nashik,
Maharashtra, India. JFPL has written off book value of property, plant and equipment and inventory aggregating of INR
22,697 Lakhs damaged in fire. JFPL is in process to lodge claim with the insurance Company. The insurance Company has

appointed two surveyors to assess the loss. Insurance Claim shall be accounted for in the Books of Accounts as and when
claim shall be accepted by the insurance Company.

34. INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

In accordance with Section 125 of the Companies Act, 2013, the Company has been transferring relevant amount of unpaid
or unclaimed amounts and shares that have exceeded a seven-year period, to the Investor Education and Protection Fund
(IEPF) on their respective due dates.

As stipulated by the Investor Education and Protection Fund (Accounting, Audit, Transfer & Refund) Rules, 2016, the
Company has made the details of the unclaimed and unpaid amounts currently held by the Company available on the Ministry
of Corporate Affairs'' website. Shareholders are encouraged to review the Notice of the Annual General Meeting for details on
the amounts and respective shares projected to be transferred to the IEPF in the forthcoming year.

35. EXTRACT OF ANNUAL RETURN

Pursuant to the provisions of section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and
Administration) Rules, 2014, the draft Annual Return of the Company in the prescribed form as on 31^st March 2023 is available
on the website of the Company at https://www.iindalpolv.com/download-reports .

36. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Company have duly complied with the provision of Section 186 of the Companies Act, 2013 during the year under review.
The details of loans, guarantees and investments are covered in the notes to the Financial Statements.

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

Information pursuant to the provisions of Section 134(3) (m) of the Companies Act, 2013 read with Rule 8(3) of the Companies
(Accounts) Rules, 2014 relating to conservation of energy, technology absorption & foreign exchange earnings and outgo is
given by way of Annexure- V to this Report.

38. EMPLOYEE STOCK OPTION, SWEAT EQUITY AND EQUITY SHARES WITH DIFFERENTIAL VOTING RIGHTS

The Company did not issue any Employee Stock Options, Sweat Equity Shares and Equity Shares with differential voting
rights during the year 2022-23.

39. PARTICULARS OF EMPLOYEES AND REMUNERATION

In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with rules 5(2) and 5(3) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars
of the employees drawing remuneration in excess of the limits set out in the said Rules are provided as Annexure IV.
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)

Having regard to the provisions of the first proviso to Section 136(1) of The Companies Act, 2013 and as advised, the Annual
Report excluding the aforesaid information is being sent to the members of the Company. The said information is available
for inspection on all working days, during business hours, at the Registered Office of the Company. Any member interested
in obtaining a copy of the same may write to the Company Secretary at cs [email protected].

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

The Company has in place a policy on prevention of Sexual Harassment at workplace. This policy is in line with the
requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013 and the
Rules thereunder for prevention and redressal of complaints of sexual harassment at workplace.

As per the said Policy, an Internal Complaints Committee is also in place to redress complaints received regarding sexual
harassment. There was no complaint received from any employee during the financial year 2022-23.

41. CASH FLOW ANALYSIS

In compliance with the provisions of Regulation 34 of the Listing Regulations, 2015, the Cash Flow Statement for the year
ended 31^st March 2023 forms part of this Annual Report.

42. INDUSTRIAL RELATIONS

During the year under review, harmonious industrial relations were maintained in your Company.

43. SAFETY, HEALTH AND ENVIRONMENT (SHE) MEASURES

Protection of the environment is the prime concern of your Company. Your Company complies with the relevant laws and
regulations as well as takes additional measures considered if necessary to prevent pollution, maximize recycle, reduce
waste, discharges and emissions.

44. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

During the year under review, no significant / material orders were passed by the regulators or the Courts or the Tribunals
impacting the going concern status and the Company''s operations in future.

45. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING FINANCIAL POSITION OF THE COMPANY

There were no other material changes / commitments affecting the financial position of the Company or that may require
disclosure, between 31^st March 2023, and the date of Board''s Report.

46. PROCEEDINGS UNDER INSOLVENCY AND BANKRUPTCY CODE,2016

Pursuant to the provisions of the Insolvency and Bankruptcy Code, 2016, there is one case pending against the Company in
NCLT Allahabad filed by an operational creditor. The matter is sub judice and there is no material impact of this case on the
Company.

47. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE TIME OF ONE-TIME SETTLEMENT AND THE
VALUATION DONE WHILE TAKING LOAN FROM THE BANK OR FINANCIAL INSTITUTIONS ALONG WITH THE
REASONS THEREOF.

No such event has occurred during the year under review.

48. ACKNOWLEDGEMENT

Your directors would like to sincerely express their gratitude to the financial institutions, banks, and various state and central
government authorities for their invaluable cooperation extended to the Company. They also wish to extend their heartfelt
thanks to our shareholders, customers, suppliers, and distributors for the unwavering confidence they have placed in the
Company. The dedication and contributions of our employees have been instrumental in achieving our remarkable results.
Our directors take this opportunity to express their deep appreciation to them and encourage them to uphold their commitment
to excellence in the years ahead.

For and on Behalf of Board of Directors

Sd/- Sd/- Sd/-

Vijender Kumar Singhal Rathi Binod Pal Vaishali Singh

Whole-Time Director & CFO Director (Company Secretary)

Date: 02^nd September 2023 DIN: 09763670 DIN: 00092049 ACS -15108

Place: Gurugram

---

Mar 31, 2018

The Directors have pleasure in presenting the 44^th Annual Report of the Company together with Audited Accounts for the year ended 31^st March, 2018.

The Standalone Financial results of the year under review are as given below:-

FINANCIAL RESULTS (Rs. In Lacs)

Particulars	2017-2018	2016-2017
Profit from Operations (EBITDA) before Exceptional Items	37,172.95	28,674.80
Add/ (Less ) Exceptional items	-18,425.81	1,653.23
Less: Finance Cost	6,109.84	5,757.17
Profit Before Depreciation and Tax	12,637.29	24,570.86
Less: Depreciation and amortization	10,204.82	9,828.96
Profit before Tax	2,432.48	14,741.90
Less: Income Tax	4,165.06	2,694.10
Less Deferred Tax	-3,186.02	2,572.37
Profit After Tax	1,453.44	9,475.43
Add : Balance brought forward	-	-
Balance available for appropriation	1,453.44	9,475.43
APPROPRIATIONS
Dividend on Equity Shares	437.86	437.86
Tax on Dividend	-	89.14
Transfer to General Reserve	-	-
Balance carried forward	1,015.58	8,948.43

PERFORMANCE HIGHLIGHTS

During the year under review, the Total Turnover/Sales of the Company was Rs. 3,01,388 Lacs as against Rs 2,86,924 Lacs during the previous financial year.

The operating profit (EBITDA) before exceptional item was Rs. 37,173 Lacs as against Rs. 28, 675 Lacs.

The Company is taking various measures to retain and increase its market share and also improve margins.

Further during the year under review consolidated financial Turnover/Sales was Rs 6,50,779 Lacs and Net Profit after Tax (attributable to owners of the Parents, after allocating profit proportion of non-controlling interest) was Rs 8521 Lacs.

Earnings per Equity Share (Consolidated) was Rs 19.46 per Equity share against the Rs 42.81 of Previous year.

DIVIDEND

Your Directors are pleased to recommend a dividend of Re.1/- per equity share (10%) (Previous year Re.1/- per equity share) for the Financial Year 2017-18 for approval of the Members.

The total dividend would absorb a sum of Rs.4.38 crore and tax thereon of Rs 0.90 crore.

MANAGEMENT DISCUSSION AND ANALYSIS

The MDA has been included in the Annual Report as a separate section.

DIRECTORS

A. Chairman

Mr. Radha Krishna Pandey, Non-Executive & Independent Director is the Chairman of the Board of the company.

B. Appointment, Resignation and Reappointment of Directors.

1. During the Financial year under review Mr. Prakash Matai (DIN 07906108) Non-Executive & Independent Director (w.e.f. 13.09.2017), Mr. Rathi Binod Pal (DIN 00092049), Whole Time Director (w.e.f. 01.12.2017) and Mr. Sanjeev Saxena (DIN 07899506), Whole Time Director (w.e.f. 13.09.2017) have been appointed.

2. Further Mr. Sagato Mukerji (DIN 06465901), Whole Time Director and Sonal Agarwal (DIN 08212478) Non-Executive & Independent Director have been appointed w.e.f. 28th August, 2018.

3. During the Financial year under review Mr. Sunil Kumar Agarwal (DIN 00449686), Non-Executive & Independent Director (w.e.f. 04.07.2017), Mr. P. Umashanker (DIN 00130363) Chairman & Non-Executive Director (w.e.f. 08.09.2017) , Mr. S D Gosavi (DIN: 07015202 ) Whole-time Director (w.e.f. 13.09.2017) and Mr. Sanjay D Kapote (DIN: 07529860), Whole-time Director (w.e.f. 01.12.2017) have resigned.

4. Ms. Shakshi Gupta (DIN 07388012) is liable to retire by rotation and being eligible, offer herself for re-appointment.

PARTICULAR OF EMPLOYEES

Disclosures relating to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in the Annual Report, which forms part of this Report.

Having regard to the provisions of the first proviso to Section 136(1) of the Act and as advised, the Annual Report excluding the aforesaid information is being sent to the members of the Company. The said information is available for inspection on working days, during business hours till 29^th September 2018, at the Registered Office of the Company. Any member interested in obtaining such information may write to the Company Secretary and the same will be furnished on request.

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided as per Annexure ‘E’.

PERSONNEL

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

CORPORATE GOVERNANCE

The Company has complied with the mandatory provisions of Corporate Governance as prescribed in the Listing Agreement with the Stock Exchanges. A separate report on Corporate Governance is included as a part of the Annual Report along with the Auditor’s Report on its compliance.

RELATIONSHIP BETWEEN DIRECTORS INTER-SE

None of the Directors are related to each other within the meaning of the term “relative” as per Section 2(77) of the Companies Act, 2013.

DIRECTORS’ RESPONSIBILITY STATEMENT

On the basis of compliance certificates received from the Executives of the Company, subject to disclosures in the Annual Accounts and also on the basis of the discussion with the Statutory Auditors/Internal Auditors of the Company from time to time, your Directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013:

a) in the preparation of the Annual Accounts for the year ended March 31, 2018, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

b) the Directors 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 March 31, 2018 and of the profit of the Company for the year ended on that date;

c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the Directors have prepared the Annual Accounts on a ‘going concern’ basis;

e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are 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 reviewed the internal controls and financial reporting issues with Internal Auditors and Statutory Auditors.

SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENTS

Sr. No.	Subsidiary Companies u/s 2(87) of the Companies Act, 2013.	Turnover* during the financial year 2017-18 (Rs. in lacs)	Contribution in consolidated turnover
1	Jindal Films India Ltd. (CIN: U25199DL2010PLC210480),	10403.34	1.60 %
2	**JPF Netherlands B.V, (consolidated, comprising 15 step down overseas subsidiaries (Foreign Company (Reg. No. 57016291) (Till 28th December, 2017)	35861.25	55.09%
3	Jindal Packaging Trading DMCC (Reg. No. DMCC64743)	639.83	0.10%
4	Jindal Imaging Limited (CIN: U24299DL1999PLC099183)	Nil	NIL
5	Jindal Photo Imaging Limited (CIN: U22222UP2011PLC103611)	Nil	NIL

‘Figures of the turnover for the above table have been disclosed net off eliminations of sales made by inter companies, incorporated in the consolidated financial statements.

** With the issuance of new shares by JPF Netherlands BV (JPF NL) to the investor, JPF NL along with its step down subsidiaries ceased to be subsidiaries of the Company w.e.f 29^th December 2017 (shareholding of the company in JPF NL has been reduced to 49.47%)

Accordingly Turnover for erstwhile subsidiary has been incorporated for the period 1^st April 2017 to 28^th December, 2017. For further details please refer Note 58 of Consolidated Financial statement (2017-18)

A. (1). JPF Dutch B V (Reg. No. 57025681), (2)Jindal Films Europe S.ar.l (Reg. No. B 175 392) (3) Jindal Films Europe Kerkrade B.V. (Reg. No. 57646066) (4) Jindal Films Europe BrindsiSrl (Reg. No. 1353790742), (5) Jindal Films Europe VirtonS.p.r.l (Belgium) (Reg. No. BE27001728954773), (6) Jindal Films Europe Services (Reg. No. B205173), (7) JPF USA Holding LLC (Reg. No. 5278265), (8) Jindal Films Americas LLC (Reg. No. 5272164),(9) Jindal Films Europe Virton LLC (Reg. No. 0864429), (10) Jindal Films Singapore Pte. Ltd. (Reg. No. 201301988K), (11) Jindal Films (Shanghai) Co. Ltd. (Reg. No. 310000400720996), and (12) Rexor “SAS (Reg. No. 542 020 854), (13) Arcadia Management Services DMCC. United Arab Emirates (UAE) (14) AFP Vastgoed B.V, Netherland (15) Apeldoorn Flexible Packaging B. V are stepdown subsidiaries of the Company.

Note:

i) Turnover of step down subsidiaries companies included in turnover of Subsidiary company i.e. JPF Netherlands B.V.

ii) With the issuance of new shares by JPF Netherland BV (JPF NL) to the investor, JPF NL along with its step down subsidiaries ceased to be subsidiaries of the Company w.e.f 29^th December 2017 (shareholding of the Company in JPF NL is 49.47%)

Following companies have been acquired during the financial year 2017-18:.

i. AFP Vastgoed B.V, Netherland (w.e.f. September 29, 2017)

ii. Apeldoorn Flexible Packaging B.V Apeldoorn Flexible Packaging B.V (w.e.f September 29, 2017)

iii. Arcadia Management Services DMCC. United Arab Emirates (UAE) ( w.e.f October 1, 2017)

B. Films Macedon LLC merged into Jindal Films Americas LLC effective from June 15, 2017.

SHARE CAPITAL

The paid-up equity share capital as on 31st March, 2018 was Rs.43.78 Crore. 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, 2018 none of the Directors of the Company held shares or convertible instruments of the Company.

FIXED DEPOSITS

The Company has not accepted any deposit during financial year ended on 31^st March, 2018. Further no renewal of deposit was made during the financial year 2017-2018, so there was no unclaimed deposit as at 31^st March, 2018.

INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability, accuracy, fairness and timeliness of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. The Company has adequate internal control system and procedures, to ensure optimal use of Company’s resources.

The Company has appointed Internal Auditors 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.

STATUTORY AUDITORS

M/s Singhi& Co. Chartered Accountants (Firm Registration No.302049E) were first appointed as auditors at 43^rd AGM for a period of 5 years, commencing from the conclusion of 43^rd AGM till the conclusion of the 48^th AGM, subject to ratification by members every year, as may be applicable.

However, in accordance with the Companies Amendment Act, 2017, enforced on 7th May, 2018 by the Ministry of Corporate Affairs, the appointment of Statutory Auditors is not required to be ratified at every Annual GeneralMeeting. Therefore, they will continue as Statutory Auditors for next financial year. There are no observations (including any qualification, reservation, adverse remark or disclaimer) of the Auditors in their Audit Reportthat may call for any explanation from the Directors. Further, the notes to accounts referred to in the Auditor‘s Report are self-explanatory..

COST AUDITORS

Maintenance of Cost records as specified by Central Government under sub section (1) of section 148 of Companies Act, 2013 is required by the Company and accordingly Cost records are made and maintained. In compliance with the requirements of Section 148 of the Companies Act, 2013 read with Companies (Cost Records and Audit) Rules, 2014, as amended from time to time, M/s. R. J. Goel & Co., Cost Accountants, Delhi, (Firm Registration No 000026), were engaged to carry out Audit of Cost Records of the Company. Further the Board of Directors of your Company has reappointed M/s. R.J. Goel & Company, Cost Accountants (FRN 000026) New Delhi as Cost Auditors of the Company for the financial year 2018-2019. In accordance with the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, since the remuneration payable to the Cost Auditors is required to be ratified by the shareholders; the Board recommends the same for approval by shareholders at the ensuing AGM.

INTERNAL AUDITORS

Pursuant to the provisions of Section 138 of the Companies Act, 2013, the Board has appointed M/s. B.K. Shroff & Co., Chartered Accountants (FRN 302166F) as Internal Auditors for conducting the Internal Audit of the Company for the financial year 2018-19.

SECRETARIAL AUDITORS

The Board of Directors of your Company has re-appointed M/s DMK Associates, Practicing Company Secretaries, New Delhi, as Secretarial Auditor pursuant to the provisions of Section 204 of the Companies Act, 2013 for the financial year 2018-19

The Report of the Secretarial Auditor for the financial year 2017-18 is annexed to the Report as per Annexure ‘A’.

The Secretarial Auditor has made certain observations. The observations and reply thereto are as under:

1. Pursuant to provision of section 149 of the Companies Act, 2013 every listed public company shall have at least one-third of the total number of directors as independent directors, however, during the period from July 4, 2017 to August 12, 2017 & from August 20, 2017 to September 12, 2017 the company had Independent director less than of one third of the total number of directors. As a result the composition of Audit Commitee, Nomination & Remuneration Committee & Corporate Social Responsibility got affected

2. During the financial year Mr. Sunil Kumar Agarwal resigned as Independent Director and in whose place another independent Director was appointed within stipulated time, however during the intervening period the composition of Board & its committees was got affected as mentioned above .

The vacancy in the office of Independent director was occurred due to resignation of one independent director and as per rule 4 of Companies (Appointment and Qualification of Directors) Rules, 2014, any intermittent vacancy of an independent director shall be filled-up by the Board at the earliest but not later than immediate next Board meeting or three months from the date of such vacancy, whichever is later, accordingly Independent Director was appointed on board as well as its committees within stipulated time in compliance of the law, so there is no violation of either Companies Act, 2013 or SEBI (LODR). Furthermore during this period no meeting of Audit committee was held.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION, FOREIGN EARNING & OUTGO

Information in accordance with the provisions of section 134 (5) of Companies Act, 2013 (erstwhile Section 217 (2AA) of the Companies Act, 1956) regarding conservation of Energy, technology absorption, foreign exchange earnings and outgo is given in the ‘Annexure “B” forming part of this report.

CORPORATE SOCIAL RESPONSIBILITY

In accordance with the requirements of Section 135 of Companies Act, 2013, your Company has a Corporate Social Responsibility (CSR) Committee, which comprises Mr. R.K Pandey, Chairman, Mr. Prakash Matai, Mr. Rathi Binod Pal and Mrs. Sonal Agarwal as Members.

Your Company has also formulated a Corporate Social Responsibility Policy (CSR Policy) which is available on the website of the Company http://www.jindalpoly.com/under investor relations.

Annual report on CSR activities as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014 has been appended as

An nexure -”C” and forms integral 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 ‘D’.

(II) Meetings

During the year, 13 (thirteen) Board Meetings and 09 (Nine) Audit Committee Meetings were held.

Details for all committee meetings have been given in Corporate Governance Report.

(III) Composition of Audit Committee

The Board has constituted an Audit Committee, which comprises of Mr. Prakash Matai, Chairman, Mr. R.K Pandey, Mr. Rathi Binod Pal, and Mrs. Sonal Agarwal, Members. More details about the Committee are given in the Corporate Governance Report.

(IV) Related Party Transactions

With reference to Section 134(3)(h) of the Companies Act, 2013, all contracts and arrangements with related parties under Section 188(1) of the Act, entered into by the Company during the Financial Year, were in the ordinary course of business and on at arm’s length basis. The details of the related party transactions as required under Accounting Standard are set out in Note 39 to the standalone financial statements forming part of this Annual Report. No Material Related Party Transactions, i.e.transactions amounting to ten percent or more of the annual consolidated turnover as per the last audited financial statements, were entered during the year by your Company. Accordingly, the disclosure of Related Party Transactions to be provided under section 134(3)(h) of the Companies Act, 2013, in Form AOC-2 is not applicable. As per the Listing Regulations, all related party transactions are placed before the Audit Committee for approval. Prior omnibus approval of the Audit Committee has been obtained for the transactions which are of foreseen and repetitive nature. The transactions entered into pursuant to the omnibus approval are presented to the Audit Committee by way of a statement giving details of all related party transactions. The Company has developed a Related Party Transactions Policy for the purpose of identification and monitoring of such transactions and can be accessed on the Company’s website http://www.jindalpoly.com under Term & Policies. The details of the transactions with Related Parties are provided in the accompanying financial statements. Details of related party transactions are given else where in the Annual Report as per Accounting Standard (“IND AS”- 24.)

Further during the year no related party transaction taken place for which approval of shareholders as per provisions of Section 188(1) Companies Act, 2013 and SEBI (LODR), 2015 are required.

(V) Particulars of Loans, Guarantees and Investments.

During the year under review the company has made Loan, Guarantee and Investments, details of these required under the provisions of Section 186 of the Companies Act, 2013 are given in the Note no. 41 in accompanying Financial Statements.

(VI) Risk Management.

The Company has laid down procedures to inform Board members about the risk assessment and minimization 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.

NOMINATION AND REMUNERATION COMMITTEE AND POLICY

Terms of reference of Nomination and Remuneration Committee

- 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.

- 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.

- Removal should be strictly in terms of the applicable law/s and in compliance of principles of natural justice.

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

- Devising a policy on the Board diversity.

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

- 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.

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

As per the requirements of the above provisions of the Companies Act, 2013, a Nomination and Remuneration Committee of directors was formed by the Board of Directors consisting of:

1. Mr Prakash Matai Chairman (Non-Executive - Independent)

2. Mr R K Pandey (Non-Executive - Independent)

3. Ms. Shakshi Gupta- Member, (Non-Executive)

4. Mrs. Sonal Agarwal (Non-Executive - Independent)

The said committee has been empowered and authorized to exercise the power as entrusted under the provisions of Section 178 of the Companies Act, 2013. The Company has a policy on directors’ appointment and remuneration including criteria for determining qualification, positive attributes, independence of a director and other matters provided under sub-section (3) of section 178. The Nomination and Remuneration Policy has been placed on Company’s website www.jindalpoly.com (Investor Relation- Term and Policies), and other required information is annexed to the Board’s Report as Annexure E.

INTERNAL POLICY ON REMUNERATION

The company has Internal Remuneration Policy for Directors, Key Management Personnel and Senior Management Personnel. The policy takes into account several factors like age, qualification, years of experience in the industry/ functional area and business management, present emoluments and other qualitative factors such as leadership qualities, communication skills, and performance track record.

The aim is to ensure that the company attracts and retains competent people.

Nomination & Remuneration Policy is available on the website of the Company on the below link: www.jindalpoly.com (Investor Relation - Term and Policies).

DECLARATION BY INDEPENDENT DIRECTORS

The Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 so as to qualify themselves to be appointed/continue as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules.

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 Companies Act, 2013 and details whereof is available on the Company’s website at www.jindalpoly.com (Investor Relation - Term & Policies. During the year under review, there was no complaint received under this mechanism.

EVALUATION OF BOARD’S PERFORMANCE

On the advice of the Board of Directors, the Nomination and Remuneration Committee has formulated the criteria for the evaluation of the performance of Independent Directors, Non-Independent Directors and the Chairman of the Board. The Independent Directors of the Company have also convened a separate meeting for this purpose. All the results and evaluation have been communicated to the Chairman of the Board of Directors.

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has constituted an internal Complaints Committee to deal the issues relating to any complaint regarding Sexual Harassment of Women at Workplace and During the year 2017- 18, no complaint was received by the committee. However As per provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressed) Act, 2013, the Company has constituted formal Committee.

As per Rule 8(5) of the Companies (Accounts) Rule, 2014, the following additional information are provided:

Sr. No.	Particulars
1	The financial summary or highlights	The financial highlights including State of Affairs of the Company, Dividend & Reserve have been provided in point above of this report.
2	The change in the nature of business, if any.	There is no change in the business line of the Company except Scheme of Amalgamation between Global Nonwovens Limited and Jindal Poly Films Limited and their Respective Shareholders And Creditors has been approved by the Allahabad and Mumbai bench of NCLT.
3	The details of directors or key managerial personnel who were appointed or have resigned during the year	During the year 1. Mr. Sunil Kumar Agarwal (DIN 00449686), Non-Executive Independent Director has resigned w.e.f. 04.07.2017. 2. Mr. P Umashankar (DIN 00130363) Chairman & Non-Executive Director has resigned w.e.f 08.09.2017 3. Mr. S D Gosavi (DIN: 07015202) Whole-time Director has resigned w.e.f. 13.09.2017. 4. Mr. Sanjay D Kapote (DIN 07529860), Whole-time Director has resigned w.e.f. 01.12.2017. 5. Mr Manoj Gupta (Chief Financial Officer) has resigned w.e.f. 13 .09.2017. 6. Mr. Prakash Matai (DIN 07906108) Non-Executive Independent Director has been appointed w.e.f.13.09.2017. 7. Mr. Rathi Binod Pal (DIN 00092049), Whole Time Director has been appointed w.e.f. 01.12.2017. 8. Mr. Sanjeev Saxena (DIN 07899506), Whole Time Director has been appointed w.e.f 13.09.2017. 9. Mr. Vinay Jindal, Chief Financial Officer has been appointed w.e.f 13.09.2017
4	The names of companies which have become or ceased to be Subsidiaries, joint ventures or associate companies during the year	A. With the issuance of new shares by JPF Netherlands BV (JPF NL) to other investor, JPF NL along with its step down subsidiaries ceased to be subsidiaries of the Company w.e.f 29th December 2017 (shareholding of the Company in JPF NL is 49.47%) B. Films Macedon LLC merged into Jindal Films Americas LLC effective from June 15, 2017. C. On account of merger of Global Nonwovens Ltd. with Jindal Poly films Ltd., this company has ceased to be subsidiary of the Company.
5	The details relating to deposits, covered under Chapter V of the Act	The Company has not accepted deposits

Sr. No.	Particulars
6	The details of deposits which are not incompliance with the requirements of Chapter V of the Act	Not Applicable
7	The details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company’s operations in future	NIL
8	The details in respect of adequacy of internal controls with reference to the Financial	Procedures are set so as to detect and prevent frauds and to protect the organization’s resources, both physical (e.g., machinery and property) and Intangible (e.g., Intellectual property such as trademarks). The financial statements are prepared in accordance with the accounting standards issued by the ICAI

ACKNOWLEDGEMENT

Your Directors would like to express their gratitude to financial institutions, Banks and various State and Central Government authorities for the co-operation extended to the Company. Directors also take this opportunity to thank the shareholders, customers, suppliers and distributors for the confidence reposed by them in the Company. The employees of the Company contributed significantly in achieving the results. Your Directors take this opportunity to thank them and hope that they will maintain their commitment to excellence in the years to come.

For Jindal Poly Films Ltd. For Jindal Poly Films Ltd.

Sd/- Sd/-

Sanjeev Saxena Rathi Binod Pal

(Whole-time Director) (Whole-time Director)

DIN: 07899506 DIN: 00092049

KM STONE NASIK, IGATPURI D-301, Ishwar Apartments,

Place : Delhi ROADM MUNDEGAON, Plot No. 4, Sector-12, Dwarka,

Dated : 28^th August, 2018.

NASIK-422403 MH New Delhi-110075

---

Mar 31, 2017

BOARD’S REPORT

To the Members,

The Directors have pleasure in presenting the 43^rd Annual Report of the Company together with Audited Accounts for the year ended 31^st March, 2017.

The Standalone Financial results of the year under review are as given below:-

FINANCIAL RESULTS (Rs. In Lacs)

Particulars	2016-2017	2015-2016
Profit from Operations (EBITDA) before Exceptional Items	25873.72	38625.30
Add/ (Less ) Exceptional items	1653.23	-158.31
Less: Finance Cost	3746.41	3607.55
Profit Before Depreciation and Tax	23780.54	34859.44
Less: Depreciation and amortization	6966.18	5650.46
Profit before Tax	16814.36	29208.98
Less: Income Tax	3267.56	9098.19
Less Deferred Tax	2185.45	605.04
Profit After Tax	11361.35	19505.74
Add : Balance brought forward
Balance available for appropriation
APPROPRIATIONS
Dividend on Equity Shares	437.86	420.48
Tax on Dividend	89.14	85.60
Transfer to General Reserve	-	-
Balance carried forward	93559.98	82725.63

PERFORMANCE HIGHLIGHTS

During the year under review, the Total Turnover/Sales of the Company was Rs. 2,72,851.91 Lacs as against Rs. 2,89,849.05 Lacs during the previous financial year.

The operating profit (EBITDA) before exceptional item was Rs. 25,873.72 Lacs as against Rs. 38,625.30 Lacs.

The Company is taking various measures to retain and increase its market share and also improve margins.

Further during the year under review consolidated financial Turnover/Sales was Rs. 7,28,295.55 Lacs and Net Profit after Tax (attributable to owners of the Parents, after allocating profit proportion of non controlling interest) was Rs. 19,340.30 Lacs.

Earning per Equity Share (Consolidated) was Rs. 44.17 per Equity share against the Rs. 77.16 of Previous year.

DIVIDEND

Your Directors are pleased to recommend a dividend of Re.1/- per equity share (10%) (Previous year Re.1/- per equity share) for the Financial Year 2016-17 for approval of the Members.

The total dividend would absorb a sum of Rs.4.38 crore and tax thereon of Rs. 0.89 crore.

SCHEME OF AMALGAMATION BETWEEN GLOBAL NONWOVENS LIMITED AND JINDAL POLY FILMS LIMITED AND THEIR RESPECTIVE SHAREHOLDERS AND CREDITORS.

Board of Directors of your Company in its meeting held 23^rd August, 2016, has approved a Scheme of Amalgamation of Global Nonwovens Limited (wholly owned subsidiary) with Jindal Poly Films Limited. (Holding Company).

A Petition was filed with Hon''ble High Courts, Allahabad and Mumbai; later on matter was transferred to NCLT, Allahabad Bench and Mumbai Bench by respective High Courts.

The Hon''ble National Company Law Tribunal, Allahabad Bench in its hearing held on 7^th April, 2017 has sanctioned the Scheme; however, the Scheme is now subject to Sanction of Hon''ble National Company Law Tribunal, Mumbai Bench.

MANAGEMENT DISCUSSION AND ANALYSIS

The MDA has been included in the Annual Report as a separate section.

DIRECTORS

1. During the Financial year under review Mr. Sanjay Mittal (DIN: 01327274), Whole-time Director (w.e.f. 31^st May, 2016 ) and Mr. Amit Jain (DIN: 00028335), Independent Director (w.e.f. 3^rd March, 2017) have resigned.

Above directors resigned from Directorship due to their preoccupation and the Board wish to place on record its appreciation of the valuable service rendered by these Directors during their tenure as Directors of your Company.

2. During the Financial year under review Mr. Sunil Kumar Agarwal (DIN 449686) has been appointed (w.e.f. 23^rd August, 2017) as Non-Executive Independent Director.

Appointment Mr. Sunil Kumar Agarwal has been approved in Last AGM held on 28^th Sept, 2016.

3. Mr. P. Uma Shankar (DIN 00130363) and Ms. Shakshi Gupta (DIN 07388012) are liable to retire by rotation and being eligible, offer themselves for re-appointment.

PARTICULAR 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 will be provided upon request. In terms of Section 136 of the Act, the Report and Accounts are being sent to the Members and others entitled thereto, excluding the information on employees'' particulars which is available for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting. Member interested in obtaining a copy thereof, may write to the Company Secretary in this regard.

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided as per Annexure ‘E''.

PERSONNEL

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

CORPORATE GOVERNANCE

The Company has complied with the mandatory provisions of Corporate Governance as prescribed in the Listing Agreement with the Stock Exchanges. A separate report on Corporate Governance is included as a part of the Annual Report along with the Auditor''s Report on its compliance.

RELATIONSHIP BETWEEN DIRECTORS INTER-SE

None of the Directors are related to each other within the meaning of the term “relative” as per Section 2(77) of the Companies Act, 2013.

DIRECTORS’ RESPONSIBILITY STATEMENT

On the basis of compliance certificates received from the Executives of the Company, subject to disclosures in the Annual Accounts and also on the basis of the discussion with the Statutory Auditors/Internal Auditors of the Company from time to time, your Directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013:

a) in the preparation of the Annual Accounts for the year ended March 31, 2017, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

b) the Directors 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 March 31, 2017 and of the profit of the Company for the year ended on that date;

c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the Directors have prepared the Annual Accounts on a ‘going concern'' basis;

e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are 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 reviewed the internal controls and financial reporting issues with Internal Auditors and Statutory Auditors.

SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENTS

A.	Sr. No.	Subsidiary Companies u/s 2(87) of the Companies Act, 2013.	Turnover* during the financial year 2016-17 (Rs. in lacs)	Contribution in consolidated turnover
	1	Jindal Films India Ltd. (CIN: U25199DL2010PLC210480),	6532.91	0.90%
	2	Global Nonwovens Ltd. (CIN: U17291MH2012PLC232211)	14072.23	1.93%
	3	JPF Netherland B.V, (consolidated, comprising 13 step down overseas subsidiaries (Foreign Company (Reg. No. 57016291)	449967.23	61.78%
	4	Jindal Packaging Trading DMCC (Reg. No. DMCC64743)	NIL	-
	5	Jindal Imaging Limited (CIN: U24299DL1999PLC099183)	NIL	-
	6	Jindal Photo Imaging Limited (CIN: U22222DN2011PLC000381)	NIL	-

‘Figures of the turnover for the above table has been disclosed net off eliminations of sales made by inter companies, incorporated in the consolidated financial statements

Note: for further details please refer Note No. 64 of Consolidated Financial statement (2016-17)

B. JPF Dutch B V (Reg. No. 57025681), Jindal Films Europe S.ar.l (Reg. No. B 175 392), Jindal Films Europe Kerkrade B.V. (Reg. No. 57646066), Jindal Films Europe Brindsi Srl (Reg. No. 1353790742), Jindal Films Europe Virton S.p.r.l (Belgium) (Reg. No. BE27001728954773), Jindal Films Europe Services (Reg. No. B205173), JPF USA Holding LLC (Reg. No. 5278265), Jindal Films Americas LLC (Reg. No. 5272164), Films Macedon LLC (Reg. No. 5280619), Jindal Films Europe Virton LLC (Reg. No. 0864429), Jindal Films Singapore Pte. Ltd. (Reg. No. 201301988K), Jindal Films (Shanghai) Co. Ltd. (Reg. No. 310000400720996), and Rexor “SAS (Reg. No. 542 020 854) are stepdown subsidiaries of the Company.

Note: Turnover of step down subsidiaries companies included in turnover of Subsidiary company i.e. JPF Netherland B.V.

C. Hindustan Powergen Ltd. has been ceased as an Associate Company during the year 2016-17.

D. Following companies have been incorporated during the financial year 2016-17:

i) Jindal Films Europe Services was incorporated as 100% Step down Subsidiary of JPF Dutch BV. Incorporated in Luxembourg on 7^th April, 2016.

ii) Jindal Packaging Trading DMCC Regn. No. DMCC64743, incorporate in Dubai w.e.f. 25.08.2016

E. During the Financial year 2016-17, Global Nonwovens Ltd. (CIN: U17291MH2012PLC232211) has become wholly owned subsidiary company.

In accordance with the General Circular issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, Profit and Loss Account and other documents of the subsidiary companies are not being attached with the Financial Statements of the Company. The Company will make available the Annual Accounts/Financial Statements 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 Statement presented by the Company includes 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.

SHARE CAPITAL

The paid-up equity share capital as on 31^st March, 2017 was Rs.43.78 Crore. 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, 2017 none of the Directors of the Company held shares or convertible instruments of the Company.

However as per the approved Scheme of arrangement among Jindal Photo Ltd. and Jindal Poly Films Limited and their respective shareholders and creditors, 17,38,700 (Seventeen Lac thirty eight thousand Seven hundred) fully Paid-up Equity Shares of Rs. 10 (Ten) each has been allotted on 30^th May, 2016 to the shareholders of Jindal Photo Limited, whose names were appearing on the register of members on Record date, i.e. 13^th May, 2016.

FIXED DEPOSITS

The Company has not accepted any deposit during financial year ended on 31^st March, 2017. Further no renewal of deposits were made during the financial year 2016-2017, so there was no unclaimed deposits as at 31^st March, 2017.

INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability, accuracy, fairness and timeliness of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. The Company has adequate internal control system and procedures, to ensure optimal use of Company''s resources.

The Company has appointed Internal Auditors 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.

STATUTORY AUDITORS

M/s. KanodiaSanyal& Associates, Chartered Accountants (firm registration no. 008396N ) were first appointed as auditors at 15^th AGM held on 31^st October,1989. They are holding office of the auditors from the conclusion of the 42^nd AGM and hence, would retire at the conclusion of the forthcoming 43^rd AGM. As per second proviso to Section 139(2) of the Companies Act, 2013 (‘the Act''), a transition period of three years from the commencement of the Act is provided to appoint a new auditor when the existing auditor''s firm has completed two terms of five consecutive years. M/s. KanodiaSanyal& Associates, Chartered Accountants have already completed their tenure. Accordingly, as per the said requirements of the Act, M/s Singhi& Co. Chartered Accountants (Firm Registration No.302049E) are proposed to be appointed as auditors for a period of 5 years, commencing from the conclusion of 43^rd AGM till the conclusion of the 48^th AGM, subject to ratification by members every year, as may be applicable.

M/s Singhi& Co. Chartered Accountants have consented to the said appointment and confirmed that their appointment, if made, would be within the limits specified under Section 141(3)(g) of the Act. They have further confirmed that they are not disqualified to be appointed as statutory auditors in terms of the provisions of the proviso to Section 139(1), Section 141(2) and Section 141(3) of the Act and the provisions of the Companies (Audit and Auditors) Rules, 2014.

Accordingly The Board of Directors of your Company has recommended appointment of M/s Singhi& Co. Chartered Accountants.

The statutory Auditor M/s. KanodiaSanyal& Associateshave submitted the Reports on Standalone and Consolidated Financial results of the Company for the financial year 2016-17 and there is no qualification in the said Auditor''s Reports.

COST AUDITORS

The Board of Directors of your Company has reappointed M/s. R.J. Goel & Company, Cost Accountants (FRN 000026) New Delhi as Cost Auditors of the Company for the financial year 2017-2018.

INTERNAL AUDITORS.

Pursuant to the provisions of Section 138 of the Companies Act, 2013, the Board has appointed M/s. B.K. Shroff & Co., Chartered Accountants (FRN 302166F) as Internal Auditors for conducting the Internal Audit of the Company for the financial year 2017-18.

SECRETARIAL AUDITORS

The Board of Directors of your Company has re-appointed M/s DMK Associates, Practicing Company Secretaries, New Delhi, as Secretarial Auditor pursuant to the provisions of Section 204 of the Companies Act, 2013 for the Financial year 2017-18.

The Report of the Secretarial Auditor for the Financial year 2016-17 is annexed to the Report as per Annexure ‘A''.

The Secretarial Auditor has made certain observations. The observations and reply thereto are as under:

1. As per section 135 of the Companies Act, 2013, the eligible amount required to be spent by the Company is Rs. 4.55 Crores during the financial year, 2016-17, however as per information provided, the Company has spent Rs. 85 Lakhs.

Annual report on CSR activities as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014 has been appended as Annexure -”C” and forms integral part of this Report and point no. 6 is self-explanatory in this respect.

2. The consent to operate order given by Maharashtra Pollution Control Board under section 25 & 26 of the Water (Prevention

& Control of Pollution) Act, 1974, 21 of the Air (Prevention & Control of Pollution) Act, 1981 and under rule 5 of Hazardous Wastes (Management Handling) Rules 1989 was valid up to September 30, 2015. The Company had made an application with Maharashtra Pollution Control Board, Nashik - for renewal of the consent order and same is awaited.

The Company has submitted & given all the documents/information''s/ reply from time to time and also deposited the requisite consent fee with the MaharastraPolution Control Board for the renewal of consent order & the company expects to receive the renewed consent order soon

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION, FOREIGN EARNING & OUTGO

Information in accordance with the provisions of section 134 (5) of Companies Act, 2013 (erstwhile Section 217 (2AA) of the Companies Act, 1956) regarding conservation of Energy, technology absorption, foreign exchange earnings and outgo is given in the ‘Annexure “B” forming part of this report.

CORPORATE SOCIAL RESPONSIBILITY

In accordance with the requirements of Section 135 of Companies Act, 2013, your Company has a Corporate Social Responsibility (CSR) Committee, which comprises

Mr. R.K Pandey, Chairman, Mr. P. Uma Shankar, Member, Mr. Sunil Kumar Agarwal and Mr. Sanjay Digambar Kapote, Member.

Your Company has also formulated a Corporate Social Responsibility Policy (CSR Policy) which is available on the website of the Companyhttp://www.jindalpoly.com/financial/Final%20CSR%20policy latest.pdf .

Annual report on CSR activities as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014 has been appended as Annexure -”C” and forms integral part of this Report.

BUSINESS RESPONSIBILITY REPORT

Business Responsibility Report Forming Part of the Board''s Report is annexed as Annexure-F.

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 ‘D''.

(II) MEETINGS

During the year, 15 (fifteen) Board Meetings and 09 (Nine) Audit Committee Meetings were held.

Details for all committee meetings have been given in Corporate Governance Report.

(III) Composition of Audit Committee

The Board has constituted an Audit Committee, which comprises of Mr. Radha Krishna Pandey as the Chairman and Mr. P. Uma Shankar, and Sunil Kumar Agarwal as the Members. More details about the Committee are given in the Corporate Governance Report.

(IV) Related Parties Related Party Transactions

All contracts / arrangements / transactions entered into by the Company during the financial year with related parties were in the ordinary course of business and on an arm''s length basis. During the year under review, your Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions. The Related Party Transactions Policy as approved by the Board is uploaded on the Company''s website http://www.jindalpoly.com/financial/Related Party Transaction.pdf. The details of the transactions with Related Parties are provided in the accompanying financial statements.

Details of related party transactions are given elsewhere in the Annual Report as per Accounting Standard (“ IND AS”- 24.)

Your Directors draw attention of the members to Note 39 (A & B) to the Standalone financial statement which sets out related party disclosures.

Further during the year no related party transaction taken place for which approval of shareholders as per provisions of Section 188(1) Companies Act, 2013 and SEBI (LODR), 2015 are required.

(V) Particulars of Loans, Guarantees and Investments.

During the year under review the company has made Loan, Guarantee and Investments, details of these required under the provisions of Section 186 of the Companies Act, 2013 are given in the Note no. 37.2.2 in accompanying Financial Statements.

(VI) Risk Management.

The Company has laid down procedures to inform Board members about the risk assessment and minimization 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.

NOMINATION AND REMUNERATION COMMITTEE AND POLICY

Terms of reference of Nomination and Remuneration Committee

- 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.

- 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.

- Removal should be strictly in terms of the applicable law/s and in compliance of principles of natural justice.

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

- Devising a policy on the Board diversity.

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

- 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.

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

As per the requirements of the above provisions of the Companies Act, 2013, a Nomination and Remuneration Committee of directors was formed by the Board of Directors consisting of:

1 Mr. R.K Pandey, Chairman (Non-Executive - Independent)

2 Mr. Sunil Kumar Agarwal - Member, (Non-Executive)

4 Ms. Shakshi Gupta- Member, (Non-Executive)

The said committee has been empowered and authorized to exercise the power as entrusted under the provisions of Section 178 of the Companies Act, 2013. The Company has a policy on directors'' appointment and remuneration including criteria for determining qualification, positive attributes, independence of a director and other matters provided under sub-section (3) of section 178. The Nomination and Remuneration Policy has been placed on Company''s website www.jindalpoly.com (investor relation), and other required information is annexed to the Board''s Report as Annexure E.

INTERNAL POLICY ON REMUNERATION

The company has Internal Remuneration Policy for Directors, Key Management Personnel and Senior Management Personnel.

The policy takes into account several factors like age, qualification, years of experience in the industry/ functional area and business management, present emoluments and other qualitative factors such as leadership qualities, communication skills, and performance track record.

The aim is to ensure that the company attracts and retains competent people.

Nomination & Remuneration Policy is available on the website of the Company on the below link: “ http://jindalpoly.com/financial/ Nomination Remuneartion policy.pdf”

DECLARATION BY INDEPENDENT DIRECTORS

The Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 so as to qualify themselves to be appointed/continue as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules.

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 Companies Act, 2013 and details whereof is available on the Company''s website at http://www.jindalpoly.com/ financial/Vegil_Mechanism.pdf. During the year under review, there was no complaint received under this mechanism.

EVALUATION OF BOARD’S PERFORMANCE

On the advice of the Board of Directors, the Nomination and Remuneration Committee has formulated the criteria for the evaluation of the performance of Independent Directors, Non-Independent Directors and the Chairman of the Board. The Independent Directors of the Company have also convened a separate meeting for this purpose. All the results and evaluation have been communicated to the Chairman of the Board of Directors.

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has constituted an internal Complaints Committee to deal the issues relating to any complaint regarding Sexual Harassment of Women at Workplace and During the year 2016- 17, no complaint was received by the committee. However As per provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressed) Act, 2013, the Company has constituted formal Committee.

As per Rule 8(5) of the Companies (Accounts) Rule, 2014, the following additional information are provided:

Sr. No.	Particulars
1	The financial summary or highlights	The financial highlights including State of Affairs of the Company, Dividend & Reserve have been provided in point above of this report.
2	The change in the nature of business, if any.	There is no change in the business line of the Company except scheme of arrangement among Jindal Photo Ltd, Jindal Poly Films Ltd and their respective Creditors has been approved by the Courts.
3	The details of directors or key managerial personnel who were appointed or have resigned during the year	During the year 1. Mr. Sunil Kumar Agarwal (DIN 00449686) has been appointed as Independent Director w.e.f. 23rd August, 2016. 2. Mr. Amit Jain (DIN - 00028335) has resigned w.e.f. 3rd March, 2017. 3. Mr. Sanjay Mittal (DIN: 01327274), Whole-time director has resigned w.e.f. 31st May, 2016
4	The names of companies which have become or ceased to be Subsidiaries, joint ventures or associate companies during the year	i) Jindal Films Europe Services was incorporated as 100% Step down Subsidiary of JPF Dutch BV. in Luxembourg on 7th April, 2016. ii) Jindal Packaging Trading DMCC (Regn. No. DMCC64743) incorporate in Dubai on 25.08.2016
5	The details relating to deposits, covered under Chapter V of the Act	The Company has not accepted deposits
6	The details of deposits which are not in compliance with the requirements of Chapter V of the Act	Not Applicable

Sr. No.	Particulars
7	The details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company''s operations in future	NIL
8	The details in respect of adequacy of internal controls with reference to the Financial	Procedures are set so as to detect and prevent frauds and to protect the organization''s resources, both physical (e.g., machinery and property) and Intangible (e.g., Intellectual property such as trademarks). The financial statements are prepared in accordance with the accounting standards issued by the ICAI

ACKNOWLEDGEMENT

Your Directors would like to express their gratitude to financial institutions, Banks and various State and Central Government authorities for the co-operation extended to the Company. Directors also take this opportunity to thank the shareholders, customers, suppliers and distributors for the confidence reposed by them in the Company. The employees of the Company contributed significantly in achieving the results. Your Directors take this opportunity to thank them and hope that they will maintain their commitment to excellence in the years to come.

For and on behalf of Board of Directors

Sd/- Sd/-

Date :25^th.May, 2017 Whole-time Director Whole-time Director

Place: Delhi. Suresh Dattatraya Gosavi Sanjay Digamber Kapote

DIN: 07015202 DIN: 07529860

C/o Jindal Poly Films Ltd 1306, IVORY COURT,

28 KM STONE,GM ESSEL TOWER,

BLOCK A, MUNDHEGOAN, M G ROAD,

NASHIK, 422403 GURGAON-122 002 (HR)

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Mar 31, 2014

To the Members,

The Directors have pleasure in presenting the 40th Annual Report of the Company together with Audited Accounts for the year ended 31st March, 2014.

The Financial results of the year under review are as given below:- FINANCIAL RESULTS (Rs./Crores) 2013-14 2012-13

Profit from Operations (EBITDA) 311.54 162.25

Less/(Add) exceptional items 26.76 21.60

Less: Finance Cost 51.17 35.12

Profit Before Depreciation and Tax 233.61 105.53

Less: Depreciation 94.39 88.92

Profit before Tax 139.22 16.61

Less: Income Tax for the year 55.53 (0.41)

Deferred Tax 0.40 8.56

Profit After Tax 83.29 8.46

Add: Balance brought forward 466.28 487.75

Less: Taxes for the earlier years NIL NIL

Balance available for appropriation 549.58 496.21

APPROPRIATIONS

Dividend on Equity Shares 4.20 4.20

Tax on Dividend 0.71 0.71

Transfer to General Reserve 25.00 25.00

Balance carried forward 519.66 466.29

PERFORMANCE HIGHLIGHTS

- Gross sales/turnover increased to Rs.2848.50 crore in financial year 2013-14 i.e. up 18.17% from Rs. 2410.55 crore in year before

- The operating profit before exceptional item of the Company was Rs. 311.54 crore as against Rs. 162.25 crore last year given a growth of 92 %

The Company is taking various measures to retain its market share and as also to improve margins.

DIVIDEND

Your Directors are pleased to recommend a dividend of Re.1/- per equity share (10%) (previous year Re.1/ per equity share) for the Financial Year 2013-14 for approval of the Members.

The total dividend would absorb a sum of Rs.4.20 crore and tax thereon of Rs. 0.71 crore. The dividend will be free of tax in the hands of recipients.

ACQUISITION OF GLOBAL BOPP BUSINESS OF EXXONMOBIL

During the year, the company has successfully completed the acquisition of Entire Global BOPP Films business of ExxonMobil, USA with the change of control from 1st October, 2013. The acquired business is interalia consisting of five manufacturing facilities, two located in USA and three are in Europe. Further details are given in note no. 30.19 to the notes to Accounts.

ExxonMobil was globally well-known reupted manufacturer of BOPP Films for food packaging and for labels. They were the leading suppliers of specialty BOPP Films and top coated BOPP Films to the leading global brand owners in food beverage and confectionary industry. With this acquisition, the company has become world''s largest producer of BOPP Films with a combined capacity of 4,45,000 TPA.

MANAGEMENT DISCUSSION AND ANALYSIS

The MD&A has been included in the annual report as a separate section.

DIRECTORS

- During the year Mr. Samir Banerjee and Mr. Hemant Sharma resigned from Directorship due to their preoccupation. The Directors wish to place on record their appreciation of the valuable service rendered by these Director during their tenure of Director of your Company. Mr. Hemant Sharma was re-appointed on 19th July, 2014 subject to further approval of shareholders in this Annual General Meeting.

- Mr. Sanjay Mittal has been appointed as Whole Time Director of the Company for a period of 5 (Five) years w.e.f. 25th September, 2013. The terms and condition of his appointment and remuneration are subject to approval of the members.

- Ms. Sumita Dhingra has been appointed as Whole Time Director of the Company for a period of 5 (Five) years w.e.f. 19th July, 2014. The terms and condition of her appointment and remuneration are subject to approval of the members.

- Mr. I. Chandrakantha Rao has resigned w.e.f. 6th June, 2014 Mr. Rathi Binod Pal and Mr. Jogesh Bansal has resigned w.e.f. 19th July, 2014. Directors wish to place on record their appreciation of the valuable service rendered by Mr. Rao, Mr. Pal and Mr. Bansal during their tenure of Director of your Company.

As per the provisions of Section 149 of the Companies Act, 2014 which has come into force with effect from 1st April, 2014, an Independent Director shall hold office for a term up to five consecutive years on the Board of a company and is not liable to retire by rotation. In compliance with the provisions of Section 149 read with Schedule IV of the Act, the appointment of Mr. Rashid Jilani, Mr. R.K. Pandey and Mr. Jagdish Prasad Mohta as Independent Directors is being placed before the Members in General Meeting for their approval. In the opinion of the Board, they fulfil the conditions specified in the Act and the Rules made there under for appointment as Independent Directors and are independent of the management. Members are requested to refer to the Notice of the Annual General Meeting and the Explanatory Statement for details of the qualifications and experience of the Directors and the period of their appointment.

Brief resumes of above directors, names of other company (ies) in which they hold directorship, membership of committees of the Board and their shareholdings are given in the Notice to the Shareholders.

PARTICULAR OF EMPLOYEES UNDER SECTION 217 (2A) OF THE COMPANIES ACT, 1956

Particular of employees as required under section 217 (2A) of the Companies Act, 1956 read with Companies (particulars of employees) Rules 1988 is given in Annexure "A" forming part of this report.

CORPORATE GOVERNANCE

The Company has complied with the mandatory provisions of Corporate Governance as prescribed in the Listing Agreement with the Stock Exchanges. A separate report on Corporate Governance is included as a part of the Annual Report along with the Auditor''s Report on its compliance.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 134 (5) of Companies Act, 2013 (erstwhile Section 217 (2AA) of the Companies Act, 1956) with respect to Director''s Responsibility Statement, it is hereby confirmed;

- That in preparation of the accounts for the financial year ended 31st March, 2014 the applicable accounting standards have been followed along with proper explanations relating to material departures.

- That the Directors have 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 at the end of the financial year and of the profit of the company for the year under review.

- That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 and Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

- That the Directors have prepared the accounts for the financial year ended on 31st March, 2014 on a ''going concern'' basis.

- That the Directors had laid down internal financial control to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

- That the Directors had devised proper system to ensure compliance with the provisions of the all applicable laws and that a systems were adequate and were operating effectively.

SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENTS

Consolidated Financial Statements of the Company and its subsidiaries, prepared in accordance with applicable accounting

standards issued by the Institute of Chartered Accountants of India, form part of the Annual Report. In terms of the Circular No.2/ 2011 dated 8th February, 2011 issued by the Ministry of Corporate Affairs, Government of India, the Board of Directors has, at its meeting held on 30th May, 2014 passed a resolution giving consent for not attaching the Balance Sheet, Statement of Profit and Loss and other documents of the subsidiary companies. The required information on subsidiary companies is given in this Annual Report. The said documents/details shall be made available, upon request, to any Member of the Company and will also be made available for inspection by any Member of the Company at the registered office of the Company

STATUTORY AUDITORS

M/s Kanodia Sanyal & Associates, Chartered Accountants retire and being eligible, offer themselves for re-appointment. The auditors have furnished certificate regarding their eligibility for re-appointment as Company''s Auditors, pursuant to Section 139 of the Companies Act, 2013.

COST AUDITORS

The Board has appointed M/s. R.J. Goel & Company, Cost Accountants, New Delhi as Cost Auditors of the Company pursuant to section 233B of the Companies Act, 1956 for the financial year 2013 – 14, The Cost audit report for financial year 2012-13 approved by Board of Directors of the Company on 20th December, 2013 was filed on 24th December, 2013. Pursuant to provision of Section 148 of Companies Act, 2013 M/s. R.J. Goel & Company, Cost Accountants furnish a certificates of consent and independence for their reappointment. The Board of Directors appointed M/s. R.J. Goel & Company, Cost Accountants for audit of cost record of the company for the year ended 31st March, 2015.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION, FOREIGN EARNING & OUTGO

Information in accordance with the provisions of section 134 (5) of Companies Act, 2013 (erstwhile Section 217 (2AA) of the Companies Act, 1956) regarding conservation of Energy, technology absorption, foreign exchange earnings and outgo is given in the ''Annexure "B" forming part of this report.

ACKNOWLEDGEMENT

Your Directors would like to express their gratitude to financial institutions, Banks and various State and Central Government authorities for the co-operation extended to the Company. Directors also take this opportunity to thanks the shareholders, customers, suppliers, lenders and distributors for the confidence reposed by them in the Company. The employees of the Company contributed significantly in achieving the results. Your Directors take this opportunity of thanking them and hope that they will maintain their commitment to excellence in the years to come.

For and on behalf of the Board

Place : New Delhi (Sanjay Mittal) (Sumita Dhingra) Dated : 19th July, 2014 Whole Time Director Whole Time Director DIN:– 01327274 DIN:– 06929317

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Mar 31, 2013

To the Members''

The Directors have pleasure in presenting the 39th Annual Report of the Company together with Audited Accounts for the year ended 31st March'' 2013.

The Financial results of the year under review are as given below:-

FINANCIAL RESULTS

(Rs./ Crores)

2012-13 2011-12

Profit from Operations (EBITDA) 186.89 364.60

Less / (Add) exceptional items 21.60 74.33

Less: Interest 35.12 26.14

Profit Before Depreciation and Tax 130.17 264.13

Less: Depreciation 88.92 88.09

Profit before Tax 41.25 176.04

Less: Income Tax for the year 0.11 54.91

Deferred Tax 8.56 (15.94)

Profit After Tax 32.58 137.08

Add: Balance brought forward 487.75 412.89

Balance available for appropriation 520.33 549.97

APPROPRIATIONS

Dividend on Equity Shares 4.20 10.51

Tax on Dividend 0.71 1.71

Transfer to General Reserve 25.00 50.00

Balance carried forward 490.42 487.75

PERFORMANCE HIGHLIGHTS

During the year under review your Company has achieved a gross turnover of Rs. 2410.55 crore as compared to Rs. 2492.92 crore during the previous year and operating profit before exceptional item Rs. 186.89 crore as against Rs. 364.60 crore during the previous year . During the year'' company experienced pressure on its margin due to increased competition caused by lower demand. The Company is taking various measures to retain its market share and as also to improve margins.

DIVIDEND

Your Directors are pleased to recommend a dividend of Re.1/- per equity share (10%) (previous year Rs. 2.50 per equity share) for the Financial Year 2013 for approval of the Members.

The total dividend would absorb a sum of Rs.4.20 crore and tax thereon of Rs. 0.71 crore. The dividend will be free of tax in the hands of recipients.

ACQUISITION OF GLOBAL BOPP BUSINESS OF EXXONMOBIL

The Company has signed a Sales Purchase Agreement on 03rd May'' 2013'' for acquiring the Global BOPP Film business of ExxonMobil Chemical Company (USA) at a consideration of approximately USD 235 Million'' which is subject to customary price adjustments. The transaction is expected to close by the end of August 2013.

The acquisition transaction covers five BOPP production locations in the U.S. and Europe. The manufacturing sites are in Georgia and Oklahoma in the U.S. and in Italy'' the Netherlands'' and Belgium in Europe. The transaction also includes a technology center and sales office in Rochester'' New York'' and an office in Luxembourg. Approximately 14500 people work in those operations. This acquisition will make JPFL one of the leading manufacturers of flexible packaging films globally with a combined capacity of approximately 445''000 tons/annum for BOPP films.

MANAGEMENT DISCUSSION AND ANALYSIS

The MD&A has been included in the annual report as a separate section.

DIRECTORS

- Mr. Rathi Binod Pal'' retire by rotation at the ensuing Annual General Meeting'' and being eligible'' offer himself for re- appointment.

- Mr. Samir Banerjee has been reappointed as Whole Time Director of the Company for a further period of 3 (three) years w.e.f. 25th August'' 2013. The terms and condition of his appointment and remuneration are subject to approval of the members.

Brief resumes of above directors'' names of other company (ies) in which they hold directorship''membership of committees of the Board and their shareholdings are given in the Notice to the Shareholders.

PARTICULARS OF EMPLOYEES UNDER SECTION 217(2A) OF THE COMPANIES ACT'' 1956.

Particulars of employees as required under section 217(2A) of the Companies Act'' 1956'' read with the Companies (particular of Employees) Rules 1988 is given in Annexure "A" forming part of this Report.

CORPORATE GOVERNANCE

The Company has complied with the mandatory provisions of Corporate Governance as prescribed in the Listing Agreement with the Stock Exchanges. A separate report on Corporate Governance is included as a part of the Annual Report along with the Auditor''s Report on its compliance.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 217 (2AA) of the Companies Act'' 1956'' with respect to Director''s Responsibility Statement'' it is hereby confirmed;

- That in preparation of the accounts for the financial year ended 31st March'' 2013 the applicable accounting standards have been followed along with proper explanations relating to material departures.

- That the Directors have 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 at the end of the financial year and of the profit of the company for the year under review.

- That the Directors 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.

- That the Directors have prepared the accounts for the financial year ended on 31st March'' 2013 on a ''going concern'' basis.

SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENTS

Consolidated Financial Statements of the Company and its subsidiaries'' prepared in accordance with applicable accounting standards issued by the Institute of Chartered Accountants of India'' form part of the Annual Report. In terms of the Circular No.2/ 2011 dated 8th February'' 2011 issued by the Ministry of Corporate Affairs'' Government of India'' the Board of Directors has'' at its meeting held on 3rd May'' 2013 passed a resolution giving consent for not attaching the Balance Sheet'' Statement of Profit and Loss and other documents of the subsidiary companies. The required information on subsidiary companies is given in this Annual Report. The said documents/details shall be made available'' upon request'' to any Member of the Company and will also be made available for inspection by any Member of the Company at the registered office of the Company

STATUTORY AUDITORS

M/s Kanodia Sanyal & Associates'' Chartered Accountants retire and being eligible'' offer themselves for re-appointment. The auditors have furnished certificate regarding their eligibility for re-appointment as Company''s Auditors'' pursuant to Section 224 (1-B) of the Companies Act'' 1956.

COST AUDITORS

The Board has appointed M/s. R.J. Goel & Company'' Cost Accountants'' New Delhi as Cost Auditors of the Company pursuant to section 233B of the Companies Act'' 1956 for the financial year 2012 – 13'' The Cost audit report for financial year 2011-12 approved by Board of Directors of the Company on 14th November'' 2012 was filed on 31st December'' 2012.

FIXED DEPOSITS

The Company has not accepted any fixed deposits and the provisions of section 58-A of the Companies Act'' 1956 are not applicable to the Company.

DEMERGER OF INVESTMENT DIVISION

The members may be aware that the Company has been implementing a proposal to demerge its Investment Division into Jindal Poly Investment and Finance Company Limited ("Resulting Company"). The demerger shall facilitate the running of the manufacturing business of the Company'' which is the core business of the Company'' with more focused approach. Upon the coming into effect of the Scheme and in consideration of the demerger of the investment division '' the Resulting Company shall allot its 1(one) Equity Share of Rs.10/- each'' fully paid-up'' in lieu of every 4(four) Equity shares held in the Company on the Record Date to be fixed by the Board.

Hon''ble High Court of Judicature at Allahabad'' at its hearing held on May 16'' 2013'' has sanctioned the scheme of demerger of Investment Division of the Company into Jindal Poly Investment and Finance Company Limited. The formal order of the High court is awaited which will be filed with the Registrar of Companies'' U.P. and upon filing'' the Demerger scheme shall become effective.

ENERGY CONSERVATION'' TECHNOLOGY ABSORPTION'' FOREIGN EARNING & OUTGO

Information in accordance with the provisions of section 217 (1) (e) of the Companies Act'' 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules'' 1988 regarding conservation of Energy'' technology absorption'' foreign exchange earnings and outgo is given in the ''Annexure "B" forming part of this report.

ACKNOWLEDGEMENT

Your Directors would like to express their gratitude to financial institutions'' Banks and various State and Central Government authorities for the co-operation extended to the Company. Directors also take this opportunity to thanks the shareholders'' customers'' suppliers'' lenders and distributors for the confidence reposed by them in the Company. The employees of the Company contributed significantly in achieving the results. Your Directors take this opportunity of thanking them and hope that they will maintain their commitment to excellence in the years to come.

For and on behalf of the Board

Place : New Delhi (Rathi Binod Pal) (Samir Banerjee)

Dated : 29th May'' 2013 Whole Time Director Whole Time Director

DIN:– 00092049 DIN:– 00011754

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Mar 31, 2012

The Directors have pleasure in presenting the 38th Annual Report of the Company together with Audited Accounts for the year ended 31st March, 2012.

The Financial results of the year under review are as given below:-

FINANCIAL RESULTS

(Rs. / Crores)

2011-12 2010-11

Profit from Operations (EBITDA) 364.60 963.54

Less / (Add) exceptional items 74.33 (6.12)

Less: Interest 26.14 20.44

Profit Before Depreciation and Tax 264.13 949.23

Less: Depreciation 88.09 84.23

Profit before Tax 176.04 865.00

Less: Income Tax for the year 54.91 260.44

Deferred Tax (15.94) 11.90

Profit After Tax 137.08 592.66

Add: Balance brought forward 412.89 333.60

Less: Taxes for the earlier years NIL NIL

Balance available for appropriation 549.97 926.26

APPROPRIATIONS

Dividend on Equity Shares 10.51 11.51

Tax on Dividend 1.71 1.87

Transfer to General Reserve 50.00 500.00

Balance carried forward 487.75 412.88

PERFORMANCE HIGHLIGHTS

Your Company achieved a sales turnover of Rs.2492.92 crore during the year as compared to Rs.2906.66 crore during the previous year and recorded operating profit before exceptional item Rs.364.60 crore as against Rs.963.54 crore during the previous year .

DIVIDEND

Your Directors have pleasure to recommend Dividend of 25% (Rs. 2.50 per share) on 4,20,47,713 Equity Shares Capital of Rs. 10/- each.

The total dividend would absorb a sum of Rs. 10.51 crore and tax thereon of Rs. 1.71 crore. The dividend will be free of tax in the hands of recipients.

NEW PROJECTS

i) One BOPP line with a capacity of 30,000 tpa (line 6) commenced operation during the year 2011-12

ii) The Company propose to setup a new BOPP line (line 7) with a capacity of 30,000 MTPA and a BOPET (line G) with a capacity of 30,000 MTPA at a total project cost of Rs.330 crore

MANAGEMENT DISCUSSION AND ANALYSIS

The MD&A has been included in the annual report as a separate note.

DIRECTORS

- Mr. Rashid Jilani, retire by rotation at the ensuing Annual General Meeting, and being eligible, offer themselves for re- appointment.

- Mr. Hemant Sharma was appointed as Additional Director of the Company w.e.f. 1st April, 2012. The office of Mr. Hemant Sharma will expire at the forthcoming Annual General Meeting i.e 29th September, 2012. The Company has received a notice under section 257 of the Companies Act, 1956 from a member of the Company proposing the appointment of Mr. Hemant Sharma as Director of the Company whose period of office will be liable to retire by rotation.

Brief resumes of above directors, names of other company (ies) in which they hold directorship, membership of committees of the Board and their shareholdings are given in the Notice to the Shareholders.

- Mr. V.K.Gupta, Director resigned w.e.f. 1st April, 2012. The Board places on record its sincere appreciation of the valuable services rendered by Mr. V.K. Gupta during his tenure as Director of the Company.

PARTICULARS OF EMPLOYEES UNDER SECTION 217(2A) OF THE COMPANIES ACT, 1956.

There is no employee who has received the remuneration of Rs. 5,00,000 per month or Rs. 60,00,000 per annum during the year under review.

CORPORATE GOVERNANCE

The Company has complied with the mandatory provisions of Corporate Governance as prescribed in the Listing Agreement with the Stock Exchanges. A separate report on Corporate Governance is included as a part of the Annual Report along with the Auditor's Report on its compliance.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 217 (2AA) of the Companies Act, 1956, with respect to Director's Responsibility Statement, it is hereby confirmed;

- That in preparation of the accounts for the financial year ended 31st March, 2012 the applicable accounting standards have been followed along with proper explanations relating to material departures.

- That the Directors have 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 at the end of the financial year and of the profit of the company for the year under review.

- That the Directors 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.

- That the Directors have prepared the accounts for the financial year ended on 31st March, 2012 on a 'going concern' basis.

SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the Accounting Standard AS – 21 on Consolidated Financial Statements read with Accounting Standard AS – 23 on accounting for investments in Associates, Your Directors have pleasure in attaching the Consolidated Financial Statements which form part of this Annual Report and Accounts.

The statement pursuant to Section 212 of the Companies Act, 1956 read with general circular No. 51/12/2007-cl-III dated 8th February, 2011 of the Ministry of Corporate Affairs, containing the details of the Company's subsidiaries is attached.

In term of the said circular dated 8th February, 2011, copies of the Balance Sheet, Profit & Loss Account, report of Board and the Auditors of all the subsidiary Companies have not been attached to Balance Sheet of the Company. However, the annual account of the subsidiary Companies and the related detailed information shall be made available to the shareholders of the Company and of the subsidiary Companies seeking such information at any point of time. The annual accounts of the subsidiary Companies are also available for inspection by any shareholders at the head office of the Company and that of the Subsidiary Companies concerned.

STATUTORY AUDITORS

M/s Kanodia Sanyal & Associates, Chartered Accountants retire and being eligible, offer themselves for re-appointment. The auditors have furnished certificate regarding their eligibility for re-appointment as Company's Auditors, pursuant to Section 224 (1-B) of the Companies Act, 1956.

COST AUDITORS

The Board has appointed M/s. R.J. Goel & Company, Cost Accountants, New Delhi as Cost Auditors of the Company pursuant to section 233B of the Companies Act, 1956 for the financial year 2012 – 13, The Cost audit report for financial year 2010-11 approved by Board of Directors of the Company on 14th November, 2011 was filed on 28th November, 2011.

FIXED DEPOSITS

The Company has not accepted any fixed deposits and the provisions of section 58-A of the Companies Act, 1956 are not applicable to the Company.

BUYBACK OF EQUITY SHARES

The Board of Directors of the Company at its meeting held on 31st October, 2011 announced a Buyback of its fully paid up equity shares for an aggregate amount not exceeding Rs. 140.00 crore at a maximum price of Rs. 350/- per share from the open market through stock exchanges, The Buyback commenced on 25th November, 2011 and closed on 16th May,2012. An aggregate of 39,94,563 Equity shares at an average price of Rs.178.63 per equity share were bought back absorbing a total amount of Rs.71.35 Crore. Accordingly the paid up equity shares capital of the Company stand reduced to Rs.42,04,77,130.00 as against Rs.46,04,22,760.00 as on 31st March, 2011.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION, FOREIGN EARNING & OUTGO

Information in accordance with the provisions of section 217 (1) (e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 regarding conservation of Energy, technology absorption, foreign exchange earnings and outgo is given in the 'Annexure I' forming part of this report.

ACKNOWLEDGEMENT

Your Directors would like to express their gratitude to financial institutions, Banks and various State and Central Government authorities for the co-operation extended to the Company. Directors also take this opportunity to thanks the shareholders, customers, suppliers, lenders and distributors for the confidence reposed by them in the Company. The employees of the Company contributed significantly in achieving the results. Your Directors take this opportunity of thanking them and hope that they will maintain their commitment to excellence in the years to come.

For and on behalf of the Board

Place : New Delhi (Rathi Binod Pal) (Samir Banerjee)

Dated : 1st September, 2012 Whole Time Director Whole Time Director (Marketing)

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Mar 31, 2011

To the Members,

The Directors have pleasure in presenting the 37th Annual Report of the Company together with Audited Accounts for the year ended 31st March, 2011.

The Financial results of the year under review are as given below:-

FINANCIAL RESULTS

(Rs. / Crores)

2010-11 2009-10

Profit from Operations (EBITDA) 973.11 363.54

Less / (Add) exceptional items (6.12) (46.49)

Less: Interest 27.13 28.09

Profit Before Depreciation and Tax 952.10 381.94

Less: Depreciation 87.11 80.44

Profit before Tax 865.00 301.50

Less: Income Tax for the year 260.44 64.02

Deferred Tax 11.90 29.10

Profit After Tax 592.66 208.38

Add: Balance brought forward 333.60 202.07

Less: Taxes for the earlier years NIL NIL

Balance available for appropriation 926.26 410.45

APPROPRIATIONS

Dividend on Equity Shares 11.51 23.02

Tax on Dividend 1.87 3.82

Transfer to General Reserve 500.00 50.00

Balance carried forward 412.88 333.61

PERFORMANCE HIGHLIGHTS

- Gross Sales/Turnover increased to Rs. 2906.78 crores in the financial year 2010-11, up 70.76% from Rs. 1702.22 crores the year before.

- Exports turnover increased to Rs. 744.33 crores for the year 2010-2011 up 133.50% from Rs. 318.77 crores in the last year,

- The operating profit before exceptional item of the company was Rs. 973.11 crores as against Rs. 363.54 crores last year, giving a growth of 167.68%.

DIVIDEND

Your Directors have pleasure to recommend Dividend of 25% (Rs. 2.50 per share) on 4,60,42,276 Equity shares Capital of Rs. 10/- each.

The total dividend would absorb a sum of Rs. 11.51 crore and tax thereon of Rs. 1.87 crore the dividend will be free of tax in the hands of recipients.

MANAGEMENT DISCUSSION AND ANALYSIS

The MD&A has been included in the annual report as a separate note.

DIRECTORS

- Mr. Jogesh Bansal, Mr. R.K. Pandey and Mr. V. K. Gupta, retire by rotation at the ensuing Annual General Meeting, and being eligible, offer themselves for re-appointment.

Brief resumes of above directors, names of other company(ies) in which they hold directorship, membership of committees of the Board and their shareholdings are given in the Notice to the Shareholders.

- Mr. A.C. Wadhawan, Director resigned w.e.f. 4th September, 2010 . The Board places on record its sincere appreciation of the valuable services rendered by Mr. A.C. Wadhawan during his tenure as Director of the Company.

PARTICULARS OF EMPLOYEES UNDER SECTION 217(2A) OF THE COMPANIES ACT, 1956.

There is no employee who has received the remuneration of Rs. 5,00,000 per month or Rs. 60,00,000 per annum during the year under review.

CORPORATE GOVERNANCE

The Company has complied with the mandatory provisions of Corporate Governance as prescribed in the Listing Agreement with the Stock Exchanges. A separate report on Corporate Governance is included as a part of the Annual Report along with the Auditor's Report on its compliance.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 217 (2AA) of the Companies Act, 1956, with respect to Director's Responsibility Statement, it is hereby confirmed;

- That in preparation of the accounts for the financial year ended 31st March, 2011 the applicable accounting standards have been followed along with proper explanations relating to material departures;

- That the Directors have 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 at the end of the financial year and of the profit of the company for the year under review;

- That the Directors 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.

- That the Directors have prepared the accounts for the financial year ended on 31st March, 2011 on a 'going concern' basis.

SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the Accounting Standard AS – 21 on Consolidated Financial Statements read with Accounting Standard AS – 23 on accounting for investments in Associates, Your Directors have pleasure in attaching the Consolidated Financial Statements which form part of this Annual Report and Accounts.

The statement pursuant to Section 212 of the Companies Act, 1956 read with general circular No. 51/12/2007-cl-III dated 8th February, 2011 of the Ministry of Corporate Affairs, containing the details of the Company's subsidiaries is attached.

In term of the said circular dated 8th February, 2011, copies of the Balance Sheet, profit & Loss Account, report of Board and the Auditors of all the subsidiary Companies have not been attached to Balance Sheet of the Company. However, the annual account of the subsidiary Companies and the related detailed information shall be made available to the shareholders of the Company and of the subsidiary Companies seeking such information at any point of time. The annual accounts of the subsidiary Companies are also available for inspection by any shareholders at the head office of the Company and that of the Subsidiary Companies concerned.

STATUTORY AUDITORS

M/s Kanodia Sanyal & Associates, Chartered Accountants retire and being eligible, offer themselves for re-appointment. The auditors have furnished certificate regarding their eligibility for re-appointment as Company's Auditors, pursuant to Section 224 (1-B) of the Companies Act, 1956.

COST AUDITORS

The Board has appointed M/s. R.J Goel & Company , Cost Accountants, New Delhi as Cost Auditors of the Company pursuant to section 233B of the Companies Act, 1956 for the financial year 2011-12.

FIXED DEPOSITS

The Company has not accepted any fixed deposits and the provisions of section 58-A of the Companies Act, 1956 are not applicable to the Company.

BONUS SHARES

During the year as per recommendation of the Board to issue bonus equity share in the ratio of 1 (one) equity share for every 1 (one) equity share held and approved by the shareholders, the allotment of bonus shares to equity share holders was completed on 26th October, 2010.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION, FOREIGN EARNING & OUTGO

Information in accordance with the provisions of section 217 (1) (e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 regarding conservation of Energy, technology absorption, foreign exchange earnings and outgo is given in the 'Annexure I' forming part of this report.

GROUP FOR INTERSE TRANSFER OF SHARES

Details of persons constituting "group" as required under clause 3(1)(e) of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeover) Regulations, 1997 is given in 'Annexure II' and forms part of this Annual Report.

ACKNOWLEDGEMENT

The Directors express their gratitude to financial institutions, Banks and various Government authorities for the co-operation extended to the Company. The Directors also take this opportunity to thanks the shareholders, customers, suppliers lenders and distributors 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 of thanking them and hope that they will maintain their commitment to excellence in the years to come.

For and on behalf of the Board

(Rathi Binod Pal) (Samir Banerjee)

Whole Time Director Whole Time Director (Marketing)

Place: New Delhi

Dated: 8th August, 2011

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Mar 31, 2010

The Directors have pleasure in presenting the 36th Annual Report of the Company together with Audited Accounts for the year ended 31st March, 2010.

The Financial results of the year under review are as given below:-

FINANCIAL RESULTS

(Rs. / Crores)

2009-10 2008-09

Profit from Operations (EBITDA) 363.54 339.27

Less / (Add) exceptional items (46.49) 62.38

Less: Interest 28.09 19.65

Profit Before Depreciation and Tax 381.94 257.24

Less: Depreciation 80.44 68.82

Profit before Tax 301.50 188.42

Less: Income Tax for the year 64.02 54.30

Deferred Tax 29.10 7.62

Profit After Tax 208.38 126.49

Add: Balance brought forward 202.07 131.40

Less: Taxes for the earlier years NIL NIL

Balance available for appropriation 410.45 257.89

APPROPRIATIONS

Dividend on Equity Shares 23.02 4.97

Tax on Dividend 3.82 0.85

Transfer to General Reserve 50.00 50.00

Balance carried forward 333.61 202.07

PERFORMANCE HIGHLIGHTS

- Gross Sales/Turnover increased to Rs. 1702.22 crores in the financial year 2009-10, up 8.94% from Rs. 1562.51 crores the year before.

- Exports for the year 2009-2010 stood marginally lower at Rs. 318.77 crores as compared to Rs. 352.70 crores in the last year, however, due to increase in domestic turnover overall turnover is higher

- The operating profit before exceptional item of the company was Rs. 363.54 crores as against Rs. 339.27 crores last year giving a growth of 7.15%.

DIVIDEND

Your Directors have pleasure to recommend Dividend of 100% on 2, 30, 21,138 Equity shares Capital of Rs. 10/- each.

The total dividend would absorb a sum of Rs. 23.02 crore and tax thereon of Rs. 3.82 crore the dividend will be free of tax in the hands of recipients.

WITHDRAWAL OF BUY-BACK OF EQUITY SHARES

Your Directors are of the view that buy-back of equity shares which was approved by the shareholders by postal ballot on 8th March, 2010 at the maximum price of Rs. 450/- per share seems unachievable and propose to withdraw the said buy-back proposal. A detailed statement of reasons have been given in the explanatory statement no. 8 of the notice sent with this Annual report.

ISSUE OF BONUS SHARES

Considering the comfortable free reserves position, present net-worth and future earning potential of the Company, It is proposed to capitalize a sum of Rs. 23,02,11,380 to be applied for the issue of 2,30,21,138 fully paid-up Bonus Equity Shares in the ratio of one Equity Share for every one Equity Share of the Company.

FUNDS RAISING OPTION BY THE COMPANY

The Company plans to make large investments towards product development, capital expenditure for capacity enhancement, plant renewal, modernization and other meaningful growth opportunities like acquisitions in India and/or abroad. It is , therefore, proposed to issue Securities for an amount upto Rs.2,000 crores, in one or more tranches, in such form, in such manner, at such price or prices and at such time as may be considered appropriate by the Board, to the various categories of Investors in the domestic and/or international market.

MANAGEMENT DISCUSSION AND ANALYSIS

The MD&A has been included in the annual report as a separate note.

DIRECTORS

- Mr. Rashid Jilani and Mr. Samir Banerjee retire by rotation at the ensuing Annual General Meeting, and being eligible, offer themselves for re-appointment.

- Mr. Rathi Binod Pal was appointed as an additional Director of the Company on 17/12/2009, The office of Mr. Rathi Binod Pal will expire at the forthcoming Annual General Meeting i.e. on 30/09/2010. The Company has received a notice under section 257 of the Companies Act, 1956 from a member of the Company proposing the appointment of Mr. Rathi Binod Pal as Director of the Company whose period of office will be liable to retire by rotation.

Brief resumes of above directors, names of other company(ies) in which they hold directorship, membership of committees of the Board and their shareholdings are given in the Notice to the Shareholders.

- Mr. Sumant Singhal, Whole Time Director and CEO resigned w.e.f. 21st January, 2010 . The Board places on record its sincere appreciation of the valuable services rendered by Mr. Sumant Singhal during his tenure as Director and CEO of the Company.

- The office of Dr. Sudhir Kapur, Director (DEG Nominee) was vacated w.e.f. 19th July, 2010 . The Board places on record its sincere appreciation of the valuable services rendered by Dr. Sudhir Kapur during his tenure as Director of the Company.

PARTICULARS OF EMPLOYEES UNDER SECTION 217(2A) OF THE COMPANIES ACT, 1956.

There is no employee who has received the remuneration of Rs. 2,00,000 per month or Rs. 24,00,000 per annum during the year under review.

CORPORATE GOVERNANCE

The Company has complied with the mandatory provisions of Corporate Governance as prescribed in the Listing Agreement with the Stock Exchanges. A separate report on Corporate Governance is included as a part of the Annual Report along with the Auditors Report on its compliance.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 217 (2AA) of the Companies Act, 1956, with respect to Directors Responsibility Statement, it is hereby confirmed;

- That in preparation of the accounts for the financial year ended 31st March, 2010 the applicable accounting standards have been followed along with proper explanations relating to material departures;

- That the Directors have 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 at the end of the financial year and of the profit of the company for the year under review;

- That the Directors 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.

- That the Directors have prepared the accounts for the financial year ended on 31st March, 2010 on a ‘going concern basis.

SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the Accounting Standard AS – 21 on Consolidated Financial Statements read with Accounting Standard AS – 23 on accounting for investments in Associates, Your Directors have pleasure in attaching the Consolidated Financial Statements which form part of this Annual Report and Accounts.

In terms of approval granted by Central Government under section 212 (8) of the Companies Act, 1956 vide letter no. 47/630/2010-CL-III dated 16/07/2010, the Balance Sheet, Profit & Loss Account, report of Board of Directors and Auditors of the subsidiary Companies have not been attached to the accounts of the Company. The Annual reports shall be made available upon request to any member of the Company interested in obtaining the same.

AUDITORS

M/s Kanodia Sanyal & Associates, Chartered Accountants retire and being eligible, offer themselves for re-appointment. The auditors have furnished certificate regarding their eligibility for re-appointment as Companys Auditors, pursuant to Section 224 (1-B) of the Companies Act, 1956.

FIXED DEPOSITS

The Company has not accepted any fixed deposits and the provisions of section 58-A of the Companies Act, 1956 are not applicable to the Company.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION, FOREIGN EARNING & OUTGO

Information in accordance with the provisions of section 217 (1) (e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 regarding conservation of Energy, technology absorption, foreign exchange earnings and outgo is given in the ‘Annexure I forming part of this report.

GROUP FOR INTERSE TRANSFER OF SHARES

Details of persons constituting "group" as required under clause 3(1)(e) of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeover) Regulations, 1997 is given in Annexure II and forms part of this Annual Report.

ACKNOWLEDGEMENT

Your Directors acknowledge the co-operation and assistance received from the financial institutions, Banks and various Government authorities during the year.

The Directors also wish to place on record their appreciation of the contribution made by the Employees at all levels.

For and on behalf of the Board

Place: New Delhi (Rathi Binod Pal) (Samir Banerjee)

Dated: 3rd September, 2010 Whole Time Director Whole Time Director (Marketing)