To the Members
Jindal Poly Investments and Finance Company Limited
Your Directors have pleasure in presenting this 4th Annual Report togetherwith the Audited Financial Statements of the Company for the financial year ended 31stMarch 2016.
The summarized financial results of the Company for the year ended 31st March 2016 areas follows:
| || || || ||(Rs. In Lakh) |
| || |
|Particulars ||Year ended 31-03-2016 ||Year ended 31-03-2015 ||Year ended 31-03-2016 ||Year ended 31-03-2015 |
|Income ||8.22 ||39.25 ||8.22 ||39.25 |
|Profit/(Loss) before Interest Depreciation and Tax ||(59.39) ||(14.60) ||(59.93) ||(14.89) |
|Less: || || || || |
|Provision for Depreciation ||- ||- ||- ||- |
|Profit/(Loss) Before Tax ||(59.39) ||(14.60) ||(59.93) ||(14.89) |
|Less: Provision for Taxation ||0.78 ||0.38 ||0.78 ||0.38 |
|Deferred Tax Liability/(Asset) for the year ||(0.13) ||1.46 ||(0.13) ||1.46 |
|MAT Credit entitlement ||0.44 ||(0.36) ||0.44 ||(0.36) |
|Income Tax relates to earlier year ||2.22 ||(0.23) ||2.22 ||(0.23) |
|Profit/(Loss) After Tax ||(62.69) ||(15.84) ||(63.23) ||(16.14) |
|Add: Profit (Loss) in Associates/subsidiaries ||- ||- ||(1981.67) ||(1836.48) |
|Less: Appropriations || ||- ||- ||- |
|Balance carried to Balance Sheet ||(62.69) ||(15.84) ||(2044.90) ||(1852.62) |
During the year under review your Company has incurred a loss of Rs. 62.69 Lakh ascompared to loss of Rs. 15.84 Lakh in previous year.
During the year under review there was no change in the Company's Issued Subscribedand Paid-up Equity Share Capital. On March 31 2016 the paid up share capital of theCompany was Rs. 10.51 Cr divided into 10511929 equity shares of Rs. 10/- each. During theyear under review the Company has neither issued Shares with Differential Voting Rightsnor granted Stock Options nor Sweat Equity.
No amount has been transferred to General Reserve during the year under review.
Due to losses/absence of profits your Directors express its inability to recommend anydividend for the year under review.
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.
Following changes in the Board of Directors have taken place since last directorsreport till the date of this report:
Mr. Ghanshyam Dass Singal- Managing Director (Non Executive Non Independent)
Mr. Shiv Kumar Mittal- Independent Director
Mr. Amit Jain- Independent Director
Ms. Astha Sharma- Non Executive Director
Mr. Vinumon Kizhakkeveetil Govindan-Non Executive Independent Director
Changes among Directors since Last Directors Report
1) Mr. Hemant Sharma resigned from the directorship of Company with effect from 21stAugust 2015. Board places its sincere appreciation for efforts and contribution of Mr.Sharma in conducting the affairs of Company.
2) Mr. Vinumon K. Govindan appointed as an Independent director by board of directorsin its meeting held on 22nd August 2016. His appointment is subject toconfirmation by the members at upcoming AGM.
Key Managerial Personnel
In terms of Section 2(51) and Section 203 of Companies Act 2013 following are the KMPsof the Company:
Mr. Ghanshyam Dass Singal- Managing Director Mr. Pavan Kumar-CFO Upto 30thJanuary 2016 Ms. Shakshi Gupta-CFO w.e.f. 30th May 2016 Mr. PramodKumar-Company Secretary
AUDITORS & AUDIT REPORT
The Statutory Auditors of the Company M/s. UBS & Co. Chartered Accountants Delhi(Firm Registration No. 012351N) were appointed as Statutory Auditors by the members in theAnnual General Meeting held in 2014 for 5 (Five) years. Their appointment would beratified at the ensuing Annual General Meeting.
The observations of the Auditors and the relevant notes on the Financial Statementforming part of the Financial Statements as at 31st March 2016 areself-explanatory and therefore do not call for any further comments.
The Board of Directors of your Company has re-appointed M/s. S.K. Surana & Co.Chartered Accountants New Delhi as Internal Auditors pursuant to the provisions ofSection 138 of the Companies Act 2013 for the financial year 2016-2017.
The Board of directors of your company had 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 .
The following are Subsidiary and Associates of Company in terms of provisions ofCompanies Act 2013
1) Jindal Poly Films Investment Limited- Wholly Owned Subsidiary
2) Jindal India Powertech Limited -Associate
3) Consolidated Green Finvest Private Limited -Associate
Company's Wholly owned subsidiary Jindal Poly Films Investment Limited is under processof Amalgamation with Jindal Photo Investments Limited. Approval of Hon'ble High Court NewDelhi on Scheme of Arrangement is still pending.
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 in Form AOC-1 forms part of this Annual Report. In terms of provisions ofSection 136 of the Companies Act 2013 the Company shall place separate audited accountsof the Subsidiary Companies on its website at www.jpifcl.com.
Your Company has taken adequate steps to ensure compliance with the provisions ofCorporate Governance as prescribed under the SEBI (Listing Obligation and DisclosureRequirement) Regulations 2015 .
A separate Report on Corporate Governance along with Report on Management Discussionand Analysis is enclosed after Directors Report and forms part of this Annual Report.
DIRECTORS' RESPONSIBILITY STATEMENT
Your Directors make the following statements in terms of Section 134(3)(c) of theCompanies Act 2013:
1. that in the preparation of the Annual Financial Statements for the year ended 31stMarch 2016 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 andjudgements and estimates have been made that are reasonable and prudent so as to give atrue and fair view of the state of affairs of the Company as at 31st March 2016 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.
CORPORATE SOCIAL RESPONSIBILITY
In terms of Section 135 of Companies Act 2013 and The Companies (Corporate SocialResponsibility) Rules 2014 your Company was required to spend an amount of apx. Rs. 21.50lacs on CSR based activities based on the average profits of preceding three financialyears. The Company has already constituted a Corporate Social Responsibility Committee.However the Company has not spent any amount on CSR as it could not find meaningfulprojects during the year. Further the Company being an investment company has to takecare of its financial commitments and has to keep a cushion on its finances in theordinary course of business. During the current year Your Directors are hopeful that theCompany will move forward in this direction. Detailed Report on CSR forms part of thisreport and is annexed to this Director's report .
DISCLOSURE 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 AnnexureB.
(ii) Board and Committee Meetings
During the year Six Board Meetings and Four Audit Committee Meetings were convened andheld. 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:
1. Mr. Vinumon K. Govindan -Chairman (Independent Director) (w.e.f. 22ndAugust 2016)
2. Mr. Amit Jain- Chairman (Non Executive Independent Director) (Upto 22ndAugust 2016)
3. Mr. Shiv Kumar Mittal-Member ( Independent director)
4. Mr. Ghanshyam Dass Singal-Member (Non Executive Non Independent)
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. Hence disclosure as required under Section 134(3)(h)of the Companies Act 2013 in form AOC-2 is not required.
The Related Party Transactions Policy as approved by the Board is uploaded on theCompany's website www.jpifcl.com. The details of the transaction with Related Parties areprovided in the accompanying financial statements.
(v) Particulars of Loans Guarantees and Investments
Details of Loans Guarantees and Investments if any covered under the Provisions ofSection 186 of the Companies Act 2013 are given in the accompanying Financial Statements.
(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 Clause 49 of the ListingAgreement the Board has carried out an Annual Performance Evaluation of its ownperformance and the Directors individually. The manner of evaluation of NonIndependentDirectors Chairman and the Board as a whole was done at a separate meeting held byIndependent Directors. The performance evaluation of Independent Directors was done byentire 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 (ListingObligation and Disclosure Requirements) Regulations 2015.
(viii) Material Changes And Commitment If Any Affecting Financial Position Of Company
There were no material changes / commitments affecting the financial position of theCompany or that may require disclosure between March 31 2016 and the date of Board'sReport.
(ix) Significant And Material Orders Passed By The Regulators Or Courts
There are no significant material orders passed by the Regulators or Courts whichwould impact the going concern status of the Company and its future operations.
(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 behavoiur actual or suspected fraud or violation of Company's codeof conduct. This policy has also been posted on the website of the Company at www.jpifcl .com at the weblink of jpifcl.com/financial/Vigil_Mechanism.pdf.
(xi) Remuneration Policy
Pursuant to the applicable provisions of the Companies Act 2013 and the ListingRegulations the Board in consultation with its Nomination & Remuneration Committeehas formulated a framework containing inter-alia the criteria for performance evaluationof the entire Board of the Company its Committees and Individual Directors includingIndependent Directors. Members can download the complete remuneration policy on theCompany's website at www. jpifcl.com and is also attached as Annexure 'C'.
Disclosure of details of payment of remuneration to Managerial Personnel under ScheduleV Part II Section II (A) of Companies Act 2013 is Annexed as Annexure 'D'.
(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. 8.50Lac per month.
(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 him which inter alia explains the role function duties andresponsibilities expected of him as a Director of the Company. The Director is alsoexplained in detail the Compliance required from him under the Companies Act 2013 theListing Regulations and other relevant regulations and affirmation taken with respect tothe same. The detailed Familiarisation Programme is available at weblinkwww.jpifcl.com/Financial/Familiarisation_Programme.pdf
(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.
The 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 || |
| ||Sd/- ||Sd/- |
| ||G D SINGAL ||SHIV KUMAR MITTAL |
|Place : New Delhi ||Managing Director ||Director |
|Date : 22nd August 2016 ||(DIN 00708019) ||(00006460) |