To the members
Your Directors have pleasure in presenting the Thirteenth Annual Report together withthe audited financial statements of the Company for the year ended 31st March2016.
| ||Year ended |
| ||31-3-2016 ||31-3-2015 |
|Income ||- ||- |
|Profit/(Loss) before Interest Depreciation & Tax ||(88) ||(17) |
|Less: || || |
|i) Provision for Depreciation ||7 ||7 |
|ii) Provision for Taxation ||- ||- |
|iii) Deferred Tax Liability/(Asset) for the year ||- ||- |
|iv) Taxation related to earlier period ||- ||- |
|v) Finance Cost ||62 ||- |
|Profit/(Loss) After Tax ||(157) ||(24) |
|Add: Previous year profit brought forward ||8566 ||8590 |
|Balance Available for appropriations ||- ||- |
|Appropriations ||- ||- |
|Transfer to Reserve Fund ||- ||- |
|Balance Carried to Balance Sheet ||8409 ||8566 |
DEMERGER OF MANUFACTURING DIVISION OF THE COMPANY
The Board of Directors of Jindal Photo Limited at their meeting held on 12thJanuary 2015 approved the scheme of arrangement (the scheme) between JindalPhoto Limited ("Demerged Company") and Jindal Poly Films Limited("Resulting Company") for the demerger of the demerged undertaking (as definedin part (III) of the Scheme Business of Manufacture production sale anddistribution of photographic products of demerged company into the Resulting Company.
The scheme had been approved by BSE Limited ("BSE") and National StockExchange of India Limited ("NSE") vide their letter dated 11.03.2015 &12.03.2015 respectively. Equity shareholders and secured creditors of the Company had alsoapproved the scheme in their respective meetings held on 13th August 2015 asper the direction of Hon'ble High Court of judicature at Mumbai. The Honble HighCourt of Judicature at Allahabad and Bombay vide their Order dated 12thOctober 2015 and 26th February 2016 respectively also sanctioned the Schemeof Arrangement.
As per the scheme the Demerged Undertaking of Jindal Photo Limited stand transferredto the Resulting Company with effect from 1st April 2014 the Appointed Date.Creditors and the core operations has been transferred to the Resulting Company i.e.Business of Manufacture production sale and distribution of photographic products.
The Company has made all Statutory Compliances and received necessary confirmation fromSEBI through NSE (DesignatedStockExchange).Pursuanttothesanctioned/ approved DemergerScheme Company had fixed 13th May 2016 as record date. In terms of ShareExchange Ratio the Jindal Poly Films Limited (Resulting Company) has issued and allottedon 30th May 2016 fully paid-up 1738 700 equity shares to the equityshareholders of Jindal Photo Ltd. (Demerged/Transferor Company) as per Share ExchangeRatio specified in the sanctioned Scheme.
Presently your company is engaged in the business of holding strategic investment inshares of group companies and has earned total revenue of Rs. 2.40 lacs and Loss of Rs.157 lacs.
The Board of Directors has not recommended any dividend during the financial year.
The Board of the Company has been constituted in compliance of the provisions of theCompanies Act 2013 read with rules made thereunder as amended from time to time and alsoin compliance of the SEBI (LODR) Regulations 2015. Ms. Geeta Gilotra who retires byrotation and being eligible offers herself for reappointment.
Ms. Gunjan Gupta Mr. Uttam Garodia Mr. Krishnaswamy Ramaswamy Iyer Mr. Kamal KumarJain and Mr. Shammi Gupta have ceased to be directors of the Company. Mr. VinumonKizhakkeveetil Govindan Ms. Geeta Gilotra and Mr. Manoj Kumar Rastogi has appointedDirectors and Managing Director respectively of the Company. For details refer theCorporate Governance Report that forms part of this Annual Report.
NUMBER OF MEETINGS
The Board met six times during the Financial Year the details of which are given inthe Corporate Governance Report that forms part of this Annual Report. The intervening gapbetween any two meetings was within the period prescribed by the Companies Act 2013 andthe SEBI (LODR) Regulations 2015.
DETAILS OF LOAN & GUARANTEE
The details of loans guarantees and investments under Section 186 of the CompaniesAct 2013 read with Companies (Meeting of Board and its Powers) Rules 2014 are as follows:a) Details of investments made by the Company as on 31st March 2016(including investments made in previous years). The details of which are given in the Note8 to the Financial Statements that forms part of this Annual Report b) Details of loansgiven by the Company: (i) Mandakini Coal Co Ltd. : Rs. 537.85 lacs c) Details of CorporateGuarantee given by the Company (i) To Axis Bank Limited in respect loan given to MandakiniCoal Co Ltd. : Rs. 2026 lacs
Your Company recognizes that risk is an integral part of business and is committed tomanage the risks in a pro-active and efficient manner. Your Company periodically assessesrisks in the internal and external environment along with the cost of treating risks andincorporates risk treatment plans in its strategy. The Internal Audit Departmentfacilitates the execution of Risk Management
PracticesintheCompanyintheareasofriskidentification assessment monitoringmitigation and reporting. The Company has laid down procedures to inform the AuditCommittee as well as the Board of Directors about risk assessment & managementprocedure and status. All properties of the Company have been properly insured against allkind of risks.
ISSUE OF SHARE CAPITAL
There is no further issue of share capital during the year.
The Company has not accepted any deposit during the period.
SELECTION OF NEW DIRECTORS AND BOARD MEMBERSHIP CRITERIA
The Nomination and Remuneration Committee works with the Board to determine theappropriate characteristics qualification skills and experience for the Board as a wholeand its individual members with the objective of having a Board with diverse backgroundsand experience. As per the provisions of Section 178(3) of the Companies Act 2013 theNomination and Remuneration Committee has formulated a "Policy on Remuneration ofDirector Key Managerial Personnel & Senior Employees and same can be assessedat the website of the company.
FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS
The Company proactively keep its Independent Directors informed of the activities ofthe Company its management and operations and provides an overall industry perspective aswell as issues being faced by the Industry. The Policy on the Companysfamiliarization programme for Independent Directors has been uploaded at thecompanys website.
INDEPENDENT DIRECTORS DECLARATION
The Company has received the necessary declaration from each Independent Director inaccordance with Section 149(7) of the Companies Act 2013 that he meets the criteria ofindependence as laid out in sub section (6) of Section 149 of the Companies Act 2013 andthe SEBI (LODR) Regulations 2015.
The Board evaluated the effectiveness of its functioning and that of the Committees andof individual directors by seeking their inputs on various aspects of Board/ CommitteeGovernance.
The aspects covered in the evaluation included the contribution to and monitoring ofcorporate governance practice and the fulfilment of Directors obligations andfiduciary responsibilities including but not limited to active participation at theBoard and Committee meetings.
Meeting with Independent directors and the Chairman of the Nomination and RemunerationCommittee had one-on-one meetings with the Executive and Non-Executive Directors. Thesemeetings were intended to obtain Directors inputs on effectiveness ofBoard/Committee processes.
CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE
In compliance with Section 135 of the Companies Act 2013 the Board of Directors hasconstituted the SR Committee. The terms of reference of the CSR Committee broadlycomprises:
1. To formulate CSR Policy and include activities that may be undertaken by the Companyas specified in Schedule VII of the Companies Act 2013.
2. To recommend the amount of expenditure to be incurred on the activities referredabove.
3. To monitor the CSR Policy of the Company from time to time.
During the year under review Corporate Social Responsibility Committee met on 12thFebruary 2016 and the same was attended by all the committee members. The Company wantedto spend the amount on its own by undertaking the projects programs or activities asspecified in Schedule VII of the Companies Act 2013. However the Company could notundertake the activities due to company has incurred average loss during the FinancialYear 2015-16. Accordingly the Annual Report on the CSR activities has not been includedin this report.
The Contents of Corporate Social Responsibility Policy has been included as part of theDirectors Report as "Annexure I" thereto and can also be accessedat the website of the Company.
DIRECTORS RESPONSIBILITY STATEMENT
In accordance with the provisions of section 134(5) of the companies act 2013 theboard hereby submits its responsibility statement:-
(a) In the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;
(b) the directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe profit and loss of the company for that period;
(c) The directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;
(d) The directors had prepared the annual accounts on a going concern basis; and
(e) The Directors had laid down internal Financial Control to be followed by theCompany and that such Internal Financial Controls are adequate and were operatingeffectively.
(f) The directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
COMMITTEES OF THE BOARD
Due to change in the composition of the Board of the Company and to comply with therequirements of the Companies Act 2013 read with rules made thereunder as amended fromtime to time and the SEBI (LODR) Regulations 2015 at present the followings committeesof the Board has been constituted/reconstituted comprises of the following directors:-
(a) Audit Committee:
Sh Vinumon Kizhakkeveetil Govindan Chairman Sh Shiv Kumar Mittal Sh. M.K. Rastogi
(b) Corporate Social Responsibility Committee
Sh. Vinumon Kizhakkeveetil Govindan Chairman Sh Shiv Kumar Mittal Sh M.K. Rastogi
(c) Nomination and Remuneration Committee
Sh Vinumon Kizhakkeveetil Govindan Chairman Sh Shiv Kumar Mittal Sh. Geeta Gilotra
(d) Stakeholders Relationship Committee
Sh Vinumon Kizhakkeveetil Govindan Chairman Sh Shiv Kumar Mittal Sh M.K. Rastogi
LISTING OF SHARES
The equity shares of your company are listed on National Stock Exchange of IndiaLimited and BSE Limited (known as Bombay Stock Exchange). The listing fee for the year2016-2017 has already been paid to both the stock exchanges.
WHISTLE BLOWER POLICY - VIGIL MECHANISM
In terms of the provisions of Sec 177(9) & (10) of the Companies Act 2013 and incompliance of provisions of Regulation 22 of the SEBI (LODR) Regulations 2015 a VigilMechanism for Stakeholders Employees and Directors of the Company has been established.The Whistle Blower Policy duly approved by the Board of Directors has been uploaded on thewebsite of the Company.
RELATED PARTY TRANSACTIONS
The Related Party Transactions that were entered during the financial year under reviewwere on arms length basis and were in the ordinary course of business. There were nomaterially significant Related Party Transactions entered into by the Company during theyear under review. None of the Directors has any pecuniary relationships or transactionsvis--vis the Company. The Board of Directors on the recommendation of the AuditCommittee has approved a policy to regulate transactions between the Company and itsRelated Parties in compliance with the applicable provisions of the Companies Act 2013the Rules made there under and in compliance of provisions of Regulation 23 of the SEBI(LODR) Regulations 2015. The Policy on Related Party Transactions has been uploaded onthe website of the Company. Particulars of contracts/arrangements entered into by thecompany with related parties referred to in sub section (1) of section 188 of theCompanies Act 2013 including certain arms length transactions under third provisothereto is enclosed as "Annexure-VI".
DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY
The Board of Directors has adopted the Risk Management Policy which sets out theframework for the management of risks faced by the Company in the conduct of its businessto ensure that all business risks are identified managed and monitored. The contents ofRisk Management Policy have been included in Management Discussion and Analysis formingpart of this report.
INTERNAL CONTROLS SYSTEMS AND THEIR ADEQUACY
The Company has proper and adequate system of internal controls. The information aboutInternal Controls is set out in the Management Discussion and Analysis forming part ofthis report.
INTERNAL FINANCIAL CONTROLS
The Company has established Internal Financial Control System for ensuring the orderlyand efficient conduct of the business including adherence to Companys policies thesafeguarding of assets the prevention and detection of frauds and errors the accuracyand completeness of the accounting records and the timely preparation of reliableFinancial Statements.
The Company has complied with all the mandatory provisions of Corporate Governance asprescribed in the SEBI (LODR) Regulations 2015. A separate report on Corporate Governanceis included as a part of the Annual Report along with Auditors Certificate on itscompliance.
CONSOLIDATED FINANCIAL STATEMNTS
In accordance with Accounting Standard 21 Consolidated Financial Statements theconsolidated accounts form part of this report & accounts. These accounts have beenprepared from the audited/un-audited financial statements received from JointVenture/Subsidiary Companies as approved by their Board of Directors. The ConsolidatedFinancial Statements also reflects minority interest in associates as per AccountingStandard 23 on "Accounting for investments in associates in ConsolidatedFinancial Statements and proportionate share of interest in Joint Venture as perAccounting Standard 27 on "Financial Reporting of interest in JointVentures." Pursuant to the provisions of Section 129 of the Companies Act 2013 andrules framed thereunder the salient features of the financial statements performance andfinancial positions of each subsidiary and a joint venture is enclosed as "Annexure-II"SUBSIDIARY COMPANIES AND THEIR FINANCIAL STATEMENTS
Consolidated Mining Limited Mandakini Exploration and Mining Limited Xeta PropertiesPrivate Limited Opus Conbuild Private Limited Opus Propbuild Private Limited CornetVentures Limited Jindal India Powertech Limited Jindal India Thermal Power LimitedHindustan Powergen Limited Edward Supply Private Limited and Jindal Solar PowertechLimited are continuing to be the subsidiaries of the Company during the period underreview. Jindal Operation and Maintenance Limited has become subsidiary of the Companyduring the financial year. Jindal Imaging Limited and Jindal Photo Imaging Limited haveceased to be subsidiaries of the Company pursuant to sanctioned scheme of demerger betweenJindal Photo Ltd. and Jindal Poly Films Ltd. and their respective shareholders andcreditors.
The Annual Accounts and related information of these subsidiaries will be madeavailable upon request and also be open for inspection at the Registered Office by anyShareholder.
REMUNERATION OF THE DIRECTORS / KEY MANAGERIAL PERSONNEL (KMP) AND PARTICULARS OFEMPLOYEES
Disclosures with respect to the remuneration of Directors and employees as requiredunder Section 197 of Companies Act 2013 and Rule 5(1) and 5(2) of Companies (Appointmentand Remuneration of Managerial Personnel) Rules 2014 There is no employee of the Companyemployed throughout the Financial Year 2015-16 and were paid remuneration not less thanRs. 60 Lacs per annum and also is no employee who have worked for the part of the year andwere paid remuneration during the Financial Year 2015-16 at a rate which in aggregate wasnot less than Rs. 5 Lacs per month:
|Name of Director/KMP ||Category ||Ratio of remuneration of each director to median remuneration of Employees ||% increase in Remuneration |
|Shammi Gupta ||Managing Director ||- ||- |
|Krishnaswamy Ramaswamy Iyer ||Whole Time Director ||- ||- |
|Manoj Kumar Rastogi ||CFO ||- ||- |
|Ashok Yadav ||Company Secretary ||- ||- |
Pursuant to sanctioned scheme of arrangement between Jindal Photo Limited("Demerged Company") and Jindal Poly Films Limited ("ResultingCompany") the remuneration paid to Mr. Shammi Gupta Managing Director Mr.Krishnasamy Ramaswamy Whole Time Director and Mr. Manoj Kumar Rastogi CFO is pertainingto demerged undertaking which has been demerged into Resulting Company and accordinglydetails of remuneration paid to above managerial personal is not shown hereinabove.
(i) The percentage decrease in the median remuneration of employees in the financialyear is not comparable. (ii) The number of permanent employees is 1(one). (iii) Theexplanation on the relationship between average decrease in remuneration and Companyperformance are not comparable due to losses.
(iv) remuneration of the Key Managerial Personnel against the performance of theCompany is not comparable.
|Particulars ||(in Rs. Lacs) |
|Remuneration of Key Managerial Personnel ||10.87 |
|aggregated || |
|Revenue (Total Income) ||2.40 |
|Remuneration (as % of revenue) ||- |
|Net profit/(Loss) for the year ||(156.51) |
|Remuneration (as % of Net Profit for the year ) ||- |
(v) Variations in the market capitalization of the Company price earnings ratio as atthe closing date of the current financial year and previous financial year and percentageincrease over decrease in the market quotations of the shares of the Company in comparisonto the rate at which the Company came out with the last public offer in case of listedcompanies and in case of unlisted companies the variations in the net worth of theCompany as at the close of the current financial year and previous financial year.
|Particulars ||As at 31st March 2016 ||As at 31st March 2015 ||Variation |
|Closing rate of Share (NSE) ||160.90 ||124.95 ||28.77 % |
|(Rs. per share) || || || |
|EPS (Rs. per share) ||(1.53) ||(0.23) ||(565.22 %) |
|Market Capitalization ||165.06 ||128.18 ||28.77 % |
|(Rs. in Crores) || || || |
|Price Earnings ratio ||0 ||0 ||0 % |
(vi) Average percentile increase already made in the salaries of employees other thanthe managerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof and point out if thereare any exceptional circumstances for increase in the managerial remuneration. Company hasincurred losses during last two financial year. Therefore remuneration has not beencompared
(vii) Comparison of remuneration of the Key Managerial Personnel against theperformance of the Company. Company has incurred losses during last two financial year.Therefore remuneration has not been compared against the performance of the Company.
(viii) The key parameters for any variable component of remuneration availed by thedirectors: NIL
(ix) The ratio of the remuneration of the highest paid director to that of theemployees who are not directors but receive remuneration in excess of the highest paiddirector during the year: NIL
(x) The remuneration paid to the Directors / Key Managerial Personnel (KMP) is inaccordance with the remuneration policy of the Company.
SHARE REGISTRY ACTIVITIES
Company has appointed M/s Link Intime India Pvt Limited a Category I Registrar andShare Transfer Agent registered with SEBI to handle the work related to share registry.
M/s B K Shroff & Company Chartered Accountants New Delhi the statutory auditorsof your Company are retiring at the ensuing Annual General Meeting and being eligible werecommend their re-appointment. They have furnished a certificate to the effect that theirre-appointment if made will be in accordance with the provisions of Companies Act 2013.
The comments / observations of Auditors are explained wherever necessary in theappropriate notes to the accounts which are self-explanatory and do not call for furtherexplanation.
SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT
The Board had appointed M/s Grover Ahuja & Associates Company Secretaries in Wholetime Practice to carry out Secretarial Audit under the provisions of Section 204 ofthe Companies Act 2013 for the financial year 2015-16. The report of the SecretarialAuditor is annexed to this report as Annexure III. The report does not contain anyqualification.
NOMINATION AND REMUNERATION POLICY
The Board of Directors on the recommendation of the Nomination & RemunerationCommittee has approved a policy for selection appointment & remuneration ofDirectors Key Managerial Personnel (KMP) and Senior Management employees of the Company.The said policy is enclosed as a part of this report as "ANNEXURE IV".
ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The Company dont have any manufacturing facility in view disclosure ofinformation in respect of energy conservation technology absorption is not applicable tothe Company. There is no foreign exchange earnings and outgo during the period underreview.
EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return as provided undersub-section (3) of Section 92 in Form MGT 9 is enclosed in "ANNEXURE V".
Your Directors take this opportunity to express their sincere appreciation towards thewhole-hearted support and co-operation of Banks employees various government authoritiesand all other stakeholders.
| ||for Jindal Photo Ltd. |
| ||For and on behalf of the Board |
|(Manoj Kumar Rastogi) ||(Vinumon K.G.) |
|Managing Director ||Director |
|DIN: 07585209 ||DIN: 07558990 |
|Place : New Delhi || |
|Dated : 22nd August 2016 || |
DECLARATION BY THE MANAGING DIRECTOR
I Manoj Kumar Rastogi Managing Director of Jindal Photo Limited pursuant to theRegulation 17(5) and Schedule V (Part D) of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 hereby confirm that the Board of Directors of Jindal PhotoLimited has laid down a code of conduct for all board members and senior managementpersonnel of the company. The said code of conduct has also been posted in the investorpage in the companys website viz. www.jindalphoto.com All the Board members andsenior management personnel have affirmed their compliance with the said code of conductfor the year ended Mach 31 2016.
| ||for Jindal Photo Ltd. |
| ||For and on behalf of the Board |
| ||(Manoj Kumar Rastogi) |
| ||Managing Director |
| ||DIN: 07585209 |
|Place : New Delhi || |
|Dated : 22nd August 2016 || |