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Jindal Poly Investment & Finance Company Ltd.

BSE: 536773 Sector: Financials
NSE: JPOLYINVST ISIN Code: INE147P01019
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OPEN 64.45
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VOLUME 1675
52-Week high 108.70
52-Week low 50.25
P/E
Mkt Cap.(Rs cr) 69
Buy Price 65.35
Buy Qty 50.00
Sell Price 66.00
Sell Qty 1.00
OPEN 64.45
CLOSE 65.50
VOLUME 1675
52-Week high 108.70
52-Week low 50.25
P/E
Mkt Cap.(Rs cr) 69
Buy Price 65.35
Buy Qty 50.00
Sell Price 66.00
Sell Qty 1.00

Jindal Poly Investment & Finance Company Ltd. (JPOLYINVST) - Director Report

Company director report

To the Members

Jindal Poly Films Investments and Finance Company Limited

Your Directors have pleasure in presenting this 5th Annual Report togetherwith the Audited Accounts of the Company for the financial year ended 31st March 2017.

FINANCIAL RESULTS

The summarized financial results of the Company for the year ended 31st March 2017 areas follows:

(Rs. In Lakh)

Particulars Standalone Consolidated
Year ended 31-03-2017 Year ended 31-03-2016 Year ended 31-03-2017 Year ended 31-03-2016
Income 6.32 8.22 155782.24 8.22
Profit/(Loss) before Interest Depreciation and Tax (49.72) (59.39) (65134.31) (59.93)
Less:
Provision for Depreciation - - - -
Profit/(Loss) Before Tax (49.72) (59.39) (65134.31) (59.93)
Less: Provision for Taxation 0.00 0.78 0.00 0.78
Deferred Tax Liability/(Asset) for the year (15.28) (0.13) (21639.04) (0.13)
MAT Credit entitlement 0.00 0.44 0.00 0.44
Income Tax relates to earlier year 0.00 2.22 0.00 2.22
Profit/(Loss) After Tax (34.44) (62.69) (43495.26) (63.23)
Add: Profit (Loss) in Associates/subsidiaries - - 0.00 (1981.67)
Less: Profit/ (Loss) related to Minorities - - (3808.99) -
Balance carried to Balance Sheet (34.44) (62.69) (39686.27) (2044.90)

OPERATIONS

During the year your Company has incurred a loss of Rs. 34.44 Lakh as compared to lossof Rs. 62.69 Lakh in previous year.

SHARE CAPITAL

During the year under review there was no change in the Company's issued subscribedand paid-up equity share capital. On March 31 2017 the paid up share capital of thecompany was Rs. 105119290 divided into 10511929 equity shares of Rs. 10/- each.During the year under review the Company has neither issued Shares with DifferentialVoting Rights nor granted Stock Options nor Sweat Equity.

GENERAL RESERVE

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

DIVIDEND

Due to losses/absence of profits your Directors expresses their inability to recommendany dividend for the year under review.

DEPOSITS

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

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis has been included in the Annual Report as aseparate section.

DIRECTORS

Following changes in the Board of Directors have taken place during the financial yearunder review.

1. Mr. Amit Jain (DIN 00028335) resigned from the office of Non-Executive IndependentDirector of the Company w.e.f. 03.03.2017. Board places its sincere appreciation forefforts and contribution of Mr. Amit Jain conducting the affairs of Company.

2. Mr. Vinumon K. Govindan (DIN: 07558990) has been appointed an Independent Directorof the Company w.e.f. 22.08.2016

3. Ms. Shakshi Gupta has been appointed as Chief Financial Officer of the Companyw.e.f. 30.05.2016

COMPOSITION OF THE BOARD

1. Directors

• Mr. Ghanshyam Dass Singal - Executive Director - Managing Director

• Mr. Shiv Kumar Mittal - Non-Executive Independent Director

• Mr. Vinumon Kizhakkeveetil Govindan - Non Executive Independent Director

• Ms. Astha Sharma - Non Executive Non Independent Director - Woman Director

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

• Mr. Ghanshyam Dass Singal - Managing Director

• Ms. Shakshi Gupta - Chief Financial Officer

• Mr. Pramod Kumar - Company Secretary

INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

The Company has adequate internal control system and procedures to ensure optimal useof Company's resources. The Company has appointed Internal Auditors and they do regularaudit of various operational and financial matters to derive findings as a comparison fortargets achieved and observations for further action to be taken.

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

STATUTORY AUDITORS

M/s. UBS & Co. Chartered Accountants Delhi (Firm Registration No. 012351N) wereappointed as Statutory Auditors of the Company by the members in the Annual GeneralMeeting held in 2014 for 5 (Five) years. Their appointment would be ratified at theensuing Annual General Meeting.

The observations of the Auditors and the relevant notes on the accounts forming part ofthe Financial Statements as at 31st March 2017 are self-explanatory andtherefore do not call for any further comments.

INTERNAL AUDITORS

The Board of Directors of your Company has appointed M/s. Sachin Aggarwal & GuptaChartered Accountants New Delhi as Internal Auditors pursuant to the provisions ofSection 138 of the Companies Act 2013 for the financial year 2017-2018.

SECRETARIAL AUDITORS

The Board of directors of your company had re-appointed M/s Pragnya Pradhan &Associates Practicing Company Secretaries Delhi as Secretarial Auditor pursuant to theprovisions of Section 204 of the Companies Act 2013. The Report of the SecretarialAuditor is annexed to the Report as per "Annexure A". There is noqualification in the Report.

SUBSIDIARY COMPANIES

A. Turnover of Jindal India Powertech Limited (Consolidated comprising five step downsubsidiaries) (CIN: U74999UP2007PLC034310) subsidiary of the Company was Rs. 155776Lakh during the Financial year under review. Its contribution in consolidated turnover was51.22% during the financial year under review.

B. During the period under review Jindal India Powertech Limited (CIN:U74999UP2007PLC034310 has become the Subsidiary of the Company as per section 2(87) of theCompanies Act 2013 w.e.f 24.03.2017.

C. Consequently Subsidiaries of Jindal India Powertech Limited i.e.

Xeta Properties Pvt. Ltd. (CIN: U70100WB201OPTC150708);

Jindal India Thermal Power Limited (CIN: U74999DL2001PLC109103)*;

Mandakini Exploration and Mining Limited (CIN: U10300DL2014PLC267780)*;

Consolidated Mining Limited (CIN: U10100DL2015PLC276224)*;

Jindal Operation and Maintenance Limited (CIN: U74999DL2015PLC278742)*; have become thestep down subsidiaries of the Company.

D. During the period under review Jindal Poly Films Investment Limited wholly ownedsubsidiary has been ceased to be the subsidiary of the company due to its merger withJindal Photo Investments Limited vide the order of Hon'ble High Court New Delhi dated 20thDecember 2016.

E. Jindal India Thermal Power Limited (JITPL) (CIN: U74999DL2001PLC109103) has beenceased to be the subsidiary of Jindal India Powertech Limited w.e.f 12th June2017 consequently JITPL and its Subsidiaries thereof i.e. Mandakini Exploration and MiningLimited Consolidated Mining Limited and Jindal Operation and Maintenance Limited has beenceased to be the step down Subsidiaries of the Company.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the Accounting Standard-21 Consolidated Financial Statements readwith Accounting Standard-27 on Financial Reporting of Interest in Joint Ventures andAccounting Standard-23 on ‘Accounting for Investments in Associates' issued by theInstitute of Chartered Accountants of India your Directors have pleasure in attaching theconsolidated financial statements which form part of the Annual Report & Accounts.

Statement containing the salient feature of the financial statement of the Company'ssubsidiaries is part attached to our Financial Statements and forms part of this AnnualReport. In terms of provisions of Section 136 of the Companies Act 2013 the Companyshall place separate audited accounts of the Subsidiary Companies on its website atwww.jpifcl.com.

CORPORATE GOVERNANCE

Your Company has taken adequate steps to ensure compliance with the provisions ofCorporate Governance as prescribed under the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015.

A separate Report on Corporate Governance along with Report on Management Discussionand Analysis is enclosed after Directors Report and forms partof this Annual Report.

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.

DISCLOSURES UNDER COMPANIES ACT 2013

(i) Extracts of Annual Return

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

(ii) Board and Committee Meetings

During the year five Board Meetings and five Audit Committee Meetings were convenedand held. The details of same along with attendance of directors and members are given inCorporate Governance Report.

(iii) Composition of Audit Committee

The composition of Audit Committee is as follows:

• Mr. Vinumon K. Govindan Chairman (Non-Executive Independent Director)

• Mr. Ghanshyam Dass Singal-Member (Executive Managing Director)

• Mr. Shiv Kumar Mittal-Member (Non-Executive Independent Director)

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

(iv) Related Party Transactions

There were no transactions with related parties in terms of Section 188 of CompaniesAct 2013 and rules made thereunder.

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

(v) Particulars of Loans Guarantee Investments and Guarantee

The Company has made investment of Rs. 35000000 to acquire 7000000 equity Shares(face value Rs. 10/- each) at a price of Rs. 5/- each as fully paid up equity shares ofJindal India Powertech Limited on 24th March 2017.

(vi) Risk Management

The Company has laid down procedures to inform board about risk assessment andminimisation procedures. These procedures are periodically reviewed.

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

Pursuant to the Provisions of the Companies Act 2013 and SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the Board has carried out an AnnualPerformance Evaluation of its own performance and the Directors individually. The mannerof evaluation of Non-Independent Directors and the Board as a whole was done at a separatemeeting held by Independent Directors. The performance evaluation of Independent Directorswas done by entire Board excluding Directors being evaluated.

(viii) Declaration of Independence by Independent Directors

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

(ix) Material Changes and Commitment If Any Affecting Financial Position Of Company

There has been acquisition of 70 Lakh equity shares of Jindal India Powertech Limitedduring the period under review. Resultantly Jindal India Powertech Limited has becomeSubsidiary of the Company.

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

Jindal Poly Films Investment Limited has been ceased to be the Subsidiary of theCompany during the period under review through scheme of merger approved by Delhi HighCourt order 20th December 2016.

(x) Vigil Mechanism and Whistle Blower Policy

The Company has adopted a Whistle Blower Policy/Vigil Mechanism. The purpose of thispolicy is to create a fearless environment for the Directors and employees to report anyinstance of unethical behavior actual or suspected fraud or violation of Company's codeof conduct. This policy has also been posted on the website of the Company atwww.jpifcl.com at the weblink www.jpifcl.com/financial/Vigil_Mechanism.pdf.

(xi) Remuneration Policy

Pursuant to the applicable provisions of the Companies Act 2013 and SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 the Board in consultationwith its Nomination & Remuneration Committee has formulated a framework containinginter-alia the criteria for performance evaluation of the entire Board of the Companyits Committees and Individual Directors including Independent Directors. Members candownload the complete remuneration policy on the Company's website at www.jpifcl.com andsame is also attached as "Annexure C".

(xii) Particulars of Employees

The information required pursuant to Section 197 read with Rule 5 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect of employeesof the Company are nil as no employee was in receipt of remuneration more than Rs. 8.50Lakh per month. Disclosures pertaining to remuneration and other details as required undersection 197(12) of the Act read with Rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 is annexed as "Annexure D".

(xiii) Familiarization Programme for the Independent Directors

The Company follows a well-structured induction programme for orientation and trainingof Directors at the time of their joining so as to provide them with an opportunity tofamiliarize themselves with the Company its management its operations and the industryin which the Company operates. At the time of appointing a Director a formal letter ofappointment is given to the appointee which inter alia explains the role functionduties and responsibilities expected from a Director of the Company. Director is alsoexplained in detail the Compliance required under the Companies Act 2013 the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 and other relevantregulations and affirmation taken with respect to the same.

(xiv) Energy Conservation Technology Absorption and Foreign Exchange Earnings andOutgo

The information on conservation of energy technology absorption and foreign exchangeearnings and outgo stipulated under Section 134(3)(m) of the Companies Act 2013 read withRule 8 of The Companies (Accounts) Rules 2014 are NIL.

CORPORATE SOCIAL RESPONSIBILITY

In terms of Section 135 of Companies Act 2013 and Companies (Corporate SocialResponsibility) Rules 2014 your Company was required to spend an amount of. Rs. 21.50lakh on CSR activities on the average profits of preceding three financial years. TheCompany has already constituted a Corporate Social Responsibility Committee. However theCompany has not spent any amount of CSR as it could not find meaningful projects duringthe year. Further the Company being an investment company has to take care of itsfinancial commitments and has to keep a cushion on its finances in the ordinary course ofbusiness. your Directors are hopeful that the Company will move forward in this direction.

Detailed Report on CSR forms part of this report and is annexed to this Director'sreport as "Annexure – E".

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION ANDREDRESSAL) ACT 2013

As per provisions of the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressed) Act 2013 the Company has constituted Committee however nocomplaint was received by the committee during the period under review.

As per Rule 8(5) of the Companies (Accounts) Rule 2014 the following additionalinformation is provided:-

S. No. Particulars
1. The financial Summary or highlight The financial highlights including state of the affairs of the Company Dividend & Reserve have been provided in point above of this report.
2. The change in nature of business if any There is no change in the business line of the Company.
3. The details of directors or KMP who were appointed or have resigned during the year 1. Mr. Amit Jain (DIN: 00028335) has resigned w.e.f. 03.03. 2017 from the office of Independent Director during the year under review.
2. Ms. Shakshi Gupta has been appointed as Chief Financial Officer of the Company w.e.f. 30.05.2016
3. Mr. Vinumon K. Govindan has been appointed as Independent Director of the Company w.e.f. 22.08.2016
4. The name of the Companies which have become or ceased to be Subsidiaries joint venture or associate Companies during the year. 1) During the period under review Jindal India Powertech Limited (CIN: U74999UP2007PLC034310) has become the Subsidiary of the Company as per section 2(87) of the Companies Act 2013 w.e.f 24.03.2017.
Consequently Subsidiaries of Jindal India Powertech Limited i.e. Jindal India Thermal Power Limited (CIN: U74999DL2001PLC109103)*; Xeta PropertiesPrivateLimited(CIN:U70100WB2010PTC150708)Mandakini Exploration and Mining Limited (CIN: U10300DL2014PLC267780)*; Consolidated Mining Limited (CIN: U10100DL2015PLC276224)*; Jindal Operation and Maintenance Limited (CIN: U74999DL2015PLC278742)*; have become the step down subsidiaries of the Company.
2) During the period under review Jindal Poly Films Investment Limited wholly owned subsidiary has been ceased to be the subsidiary of the company due to its merger with Jindal Photo Investments Limited vide the order of Hon'ble High Court New Delhi dated 20th December 2017.
3) Jindal India Thermal Power Limited (JITPL) (CIN: U74999DL2001PLC109103) has been ceased to be the subsidiary of Jindal India Powertech Limited w.e.f 12th June 2017 consequently JITPL and its Subsidiaries i.e. Mandakini Exploration and Mining Limited Consolidated Mining Limited and Jindal Operation and Maintenance Limited has been ceased to be the step down Subsidiary of the Company.
5 The details relating to deposits covered under Chapter V of the Act NA
6 The details of deposits which are not in compliance with the requirements of Chapter V of the Act NA
7 The details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company's operation in future. Jindal Poly films Investment Limited has ceased to be subsidiary of the Company during the period under review through scheme of merger approved by Hon'ble Delhi High Court order dt. 20/12/2016.
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 organisation's resources both tangible (e.g. machinery and property) and intangible (e.g. intellectual property such as Trademark). The financial statements are prepared in accordance with the accounting standards issued by ICAI.

DIRECTORS' RESPONSIBILITY STATEMENT your Directors make the following statements interms of Section 134(3)(c) of the Companies Act 2013:

1. That in the preparation of the Annual Financial Statements for the year ended 31stMarch 2017 the applicable accounting standards have been followed along with properexplanation relating to material departures if any;

2. That the Company has selected such accounting policies and applied consistently andmade judgements and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at 31st March 2017 and ofthe Profit of the Company for the year ended on that date;

3. That proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

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

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

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

The Company's Internal Auditors have conducted periodic audit to provide reasonableassurance that the Company's established policies and procedures have been followed. TheAudit Committee constituted by the Board reviews the internal control and financialreporting issues with Internal Auditors.

ACKNOWLEDGEMENT

Directors express their gratitude and thanks to the Employees Auditors StockExchanges Registrar & Transfer Agents Financial Institutions & Banks and allother Business Associates for their continued co-operation and patronage.

For & On behalf of the Board
Ghanshyam Dass Singal Shiv Kumar Mittal
Place : New Delhi Managing Director Director
Date : 11th August 2017 (DIN 00708019) (DIN 00006460)