To The Members
Your Directors have pleasure in presenting the 16th Annual Report on thebusiness and operations of the Company together with Audited Financial Statements for theyear ended 31st March 2019.
The Standalone and Consolidated Financial Results for the year under review are givenbelow:-
1) FINANCIAL RESULTS
|Particulars || |
| ||2018-2019 ||2017-2018 ||2018-2019 ||2017-2018 |
|Profit from Operations before Exceptional Items (EBITDA) ||258.58 ||31.75 ||258.58 ||31.75 |
|Add/ (Less) Exceptional items ||(80.47) ||(17114.67) ||(80.47) ||(110.20) |
|Less: Finance Cost ||0.04 ||0.04 ||0.04 ||0.04 |
|Profit/(Loss) Before Depreciation and Tax ||178.06 ||(17082.96) ||178.06 ||(78.49) |
|Less: Depreciation and amortization ||6.58 ||6.71 ||6.58 ||6.71 |
|Profit/(Loss) before Tax ||171.48 ||(17089.68) ||171.48 ||(85.21) |
|Less: Income Tax ||91.16 ||6.42 ||91.16 ||6.42 |
|Less Deferred Tax ||52.41 ||NIL ||52.41 ||NIL |
|Profit/(Loss) After Tax ||27.91 ||(17096.10) ||27.91 ||(91.63) |
|Add/(Less): Share of Profit/(Loss) in Joint Venture/Associates ||- ||- ||11.11 ||(148.85) |
|Balance carried forward ||27.91 ||(17096.10) ||16.80 ||(240.48) |
2) CONSOLIDATED FINANCIAL STATEMENTS
In pursuance of the provisions of the Companies Act 2013 (the Act) Rules thereunderSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015 ("Listing Regulations") and the applicable AccountingStandards the Company has prepared Consolidated Financial Statements.
Presently your Company is engaged in the business of holding strategic investment inthe shares of group companies and has earned total revenue of Rs. 322.49 lacs and profitafter tax of Rs. 27.91 lacs.
The Board of Directors has not recommended any dividend during the Financial Year.
5) CORPORATE GOVERNANCE REPORT AND CODE OF CONDUCT
Your Directors strive to maintain highest standards of Corporate Governance. TheCorporate Governance Report is attached to this Report. The declaration of the ManagingDirector confirming compliance with the 'Code of Conduct' of the Company and Auditor's
Certificate confirming compliance with the conditions of Corporate Governance areenclosed to this Report.
During the period under review your Company has no Subsidiary Company.
7) CORPORATE SOCIAL RESPONSIBILITY (CSR)
In compliance with Section 135 of the Act and the Rules made their under the Board ofDirectors has constituted the CSR Committee. The terms of reference of the CSR Committeebroadly comprises:
1. To formulate CSR Policy and include activities that may be undertaken by the Companyunder the Act.
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 2ndFebruary 2019 and the same was attended by all the Committee Members. Since the Companyhas incurred losses during the Financial Year 2017-18 hence the provisions of Section135(5) of the Act relating to spend of at Least 2% of the average net profits of theCompany made during the three immediately preceding financiaL years are not appLicabLe tothe Company. Accordingly the Annual Report on the CSR activities has not been included inthis report.
The Policy on Corporate Social Responsibility is available on the website of theCompany and can be accessed at the weblink of the Company at http://jindalphoto.com/investors.asp.
8) DIRECTORS AND KEY MANAGERIAL PERSONNEL
The Board of the Company has been constituted in compliance of the provisions of theAct read with Rules made thereunder as amended from time to time as well as the ListingRegulations. Mr. Manoj Kumar Rastogi Managing Director who retires by rotation at theensuing AGM and being eligible offers himself for re-appointment. Your Board of Directorscommends the re-appointment of Mr. Manoj Kumar Rastogi. Mr. Shiv Kumar Mittal ceased to bedirector w.e.f. 15th May 2018 and Mr. Radhey Shyam was appointed as anAdditional Director (Non-executive Independent) w.e.f. 30th May 2018 by theBoard of the Company subsequently his appointment was also approved by the shareholdersat their Annual General Meeting held on 27th September 2018.
All the Independent Directors have submitted declarations that they meet the criteriaof independence as provided under Section 149 of the Companies Act 2013 and the ListingRegulations.
In pursuance of the provisions of Section 2(51) and 203 of the Act read with theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 Mr. ManojKumar Rastogi- Managing Director Mr. Vinay Jain Chief Financial Officer and Mr. AshokYadav Company Secretary are Key Managerial Personnel of the Company. During the yearthere was no change in the Key Managerial Personnel.
The Board met four times during the Financial Year 2018-19.The intervening gap betweenany two Meetings was within the period prescribed by the Companies Act 2013 and the SEBI(LODR) Regulations 2015.
9) REMUNERATION POLICY
In pursuance of the provisions of Section 178 of the Act and Listing Regulations theCompany has formulated a Remuneration Policy which is available at Company's website athttp://jindalphoto.com/investors.asp
The Remuneration Policy inter-alia includes the appointment criterion &qualification requirements process for appointment & removal retirementremuneration structure & components etc. of the Directors KMP and other seniormanagement personnel of the Company.
a) The Paid -up Equity Share Capital of the Company as on 31.03.2019 was Rs. 1025.83Lakhs. Your Company has not issued any shares during the Financial Year 2018-19.
b) No significant and material orders have been passed by the regulators or courts ortribunals impacting the going concern status and Company's operations in future.
c) All Related Party Transactions entered during the year were on arm's length basisand in the ordinary course of business. No material Related Party Transactions(transaction(s) exceeding ten percent of the annual consolidated turnover of the Companyas per last Audited Financial Statements) were entered during the year by the Company.Accordingly disclosure of contracts or arrangements with Related Parties as requiredunder section 134(3)(h) of the Companies Act 2013 in Form AOC-2 is not applicable.
d) The extract of Annual Return in form MGT 9 which forms part of Board Report isannexed at Annexure I.
e) The following information is given in the Corporate Governance Report attached tothis Report:
i) The performance evaluation of the Board the Committees of the Board Chairpersonand the individual Directors;
ii) The Composition of Audit Committee; and
iii) The details of establishment of Vigil Mechanism.
f) 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 asfollows:
i) Details of investments made by the Company as on 31st March 2019(including investments made in previous years). The details of which are given in the Notenumber 9 and Note number 10 to the Financial Statements that forms part of this AnnualReport.
ii) Details of loans given by the Company: Mandakini Coal Co Ltd. : Rs. 544.84 lacs
iii) Details of Corporate Guarantee given by the Company - NIL
g) During the year the auditors and the secretarial auditors have not reported anyfraud under Section 143(12) of the Companies Act 2013 and the Companies (Audit andAuditors) Rules 2014.
h) The Company has complied with all the applicable Secretarial Standards prescribedunder Section 118(10) of the Companies Act 2013.
11) DIRECTORS RESPONSIBILITY STATEMENT
Your Directors hereby state that:
a) in the preparation of the annual accounts the applicable accounting standards havebeen followed and no material departures have been made from the same;
b) the Directors have 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 as at March 31 2019 and of the profitand loss of the Company for the year ended March 31 2019;
c) the Directors have taken proper and sufficient care 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;
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 theCompany and that such internal financial controls are adequate and are operatingeffectively; and
f) the Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively.
12) INTERNAL FINANCIAL CONTROLS
The Company has policies and procedures in place for ensuring orderly and efficientconduct of its business including adherence to the Company's policies the safeguarding ofits assets the prevention and detection of frauds and errors the accuracy andcompleteness of the accounting records and the timely preparation of reliable financialinformation.
13) INTERNAL AUDITORS
Pursuant to the provisions of Section 138 of the Act the Board has appointed M/s ADB& Company Chartered Accountant (Firm Registration number 005593C) as InternalAuditors for conducting the Internal Audit of the Company for the Financial Year 2019-20.
The Notes to the Financial Statements read with the Auditor's Reports areself-explanatory and therefore do not call for further comments or explanations. Therehas been no qualification reservation adverse remark or disclaimer in the Auditor'sReports.
M/s Suresh Kumar Mittal & Co. Chartered Accountant (Firm Registration number500063N) had been appointed as Statutory Auditors of the Company for a period of 5 yearsfrom the conclusion of 14th Annual General Meeting till the conclusion of 19th AnnualGeneral Meeting.
15) SECRETARIAL AUDIT
The Board had appointed M/s Grover Ahuja & Associates Practicing CompanySecretaries to carry out Secretarial Audit under the provisions of Section 204 of theCompanies Act 2013 for the Financial Year 2018-19. The Report of the Secretarial Auditoris annexed to this report as Annexure II. The report does not contain any qualification.
16) ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The Company don't have any manufacturing facility therefore disclosure of informationin respect of energy conservation technology absorption is not applicable to the Company.There is no foreign exchange earnings and outgo during the period under review.
17) RISK MANAGEMENT
The Company has laid down procedures to inform Board members about the risk assessmentand minimization procedures. These procedures are periodically reviewed to ensure thatexecutive management controls risk through means of a properly defined framework.
During the year the Company has not accepted any deposits from the public underChapter V of the Companies Act 2013. There was no public deposit outstanding as at thebeginning and end of the Financial Year 2018-19.
19) PARTICULARS OF EMPLOYEES
The human resource is an important asset which has played pivotal role in theperformance and growth of the Company over the years. Your Company maintains very healthywork environment and the employees are motivated to contribute their best in the workingof the Company. Disclosures with respect to the remuneration of Directors and employees asrequired under Section 197 of Companies Act 2013 and Rule 5(1) and 5(2) of Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 are as under:
(i) Ratio of remuneration of each director to median remuneration of Employees and %increase in Remuneration is not applicable since Directors and Managing Director aregetting only sitting fees to attend meetings of the Board and Committees thereof and arenot getting any other remuneration.
(ii) The percentage increase in the median remuneration of employees in the FinancialYear is not comparable.
(iii) The number of permanent employees are 2(two).
(iv) 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. N.A
(v) The remuneration paid to the Directors / Key Managerial Personnel (KMP) is inaccordance with the remuneration policy of the Company.
(vi) Statement of top ten employees. At present number of permanent employees are2(two) of the Company the prescribed details of employees are as under:
|S. No. Name ||Designation ||Remuneration received (Rs. In lacs) ||Nature of employment whether contractual or otherwise ||Qualifications ||Experience (Years) ||Date of commencement of employment ||Age ||Last Employment ||% of shares held |
|1 Vinay Jain ||Chief Financial Officer ||6.22 ||Regular ||B.Com and MBA (Finance) ||19 ||16.05.2017 ||42 ||Jindal Photo Investments Ltd. ||NIL |
|2 Ashok Yadav ||Company Secretary ||10.85 ||Regular ||C.S. ||19 ||1.10.2014 ||46 ||Jindal Photo Investments Ltd. ||NIL |
Above employees are not related to any director of the Company.
(vii)There is no employee of the Company employed throughout the Financial Year 2018-19and were paid remuneration not less than Rs. 102 Lacs per annum and futher there is noemployee who has worked for the part of the year and were paid remuneration during theFinancial Year 2018-19 at a rate which in aggregate was not less than Rs. 8.5 Lacs permonth.
Your Directors would like to express their gratitude to financial institutions Banksand various State and Central Government authorities for the co-operation extended to theCompany. Directors also take this opportunity to thank the shareholders customerssuppliers and distributors for the confidence reposed
by them in the Company. The employees of the Company contributed significantly inachieving the results. Your Directors take this opportunity to thank them and hope thatthey will maintain their commitment to excellence in the years to come.
|for Jindal Photo Ltd. |
|For and on behalf of the Board |
|Sd/- ||Sd/- |
|(Manoj Kumar Rastogi) ||(Vinumon K.G.) |
|Managing Director ||Director |
|DIN:07585209 ||DIN:07558990 |
|Place : New Delhi || |
|Dated :14th August 2019 || |