To the members
Your Directors have pleasure in presenting the Fourteenth Annual Report together withthe audited financial statements of the Company for the year ended 31st March 2017.
| ||(Rs./Lac) |
| ||Year ended |
| ||31-3-2017 ||31-3-2016 |
|Income ||- ||- |
|Profit/(Loss) before Interest Depreciation & Tax ||64 ||(88) |
|Less: || || |
|i) Provision for Depreciation ||7 ||7 |
|ii) Provision for Taxation ||4 ||- |
|iii) Deferred Tax Liability/(Asset) for the year ||- ||- |
|iv) Taxation related to earlier period ||- ||- |
|v) Finance Cost ||57 ||62 |
|Profit/(Loss) After Tax ||(4) ||(157) |
|Add: Previous year profit brought forward ||8409 ||8566 |
|Balance Available for appropriations ||- ||- |
|Appropriations ||- ||- |
|Transfer to Reserve Fund ||- ||- |
|Balance Carried to Balance Sheet ||8406 ||8409 |
Presently your company is engaged in the business of holding strategic investment inshares of group companies and has earned total revenue of Rs. 471 lacs and Loss of Rs.4.20 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. Mr. Manoj Kumar Rastogi director whoretires by rotation and being eligible offers himself for re-appointment.
Mr. Krishnaswamy Ramaswamy Iyer Mr. Kamal Kumar Jain and Mr. Shammi Gupta have ceasedto be directors of the Company during the period under review. Mr. Vinumon KizhakkeveetilGovindan and Mr. Manoj Kumar Rastogi has appointed Director and Managing Directorrespectively of the Company during the period under review. For details refer theCorporate Governance Report that forms part of this Annual Report.
SHIFTING OF REGISTERED OFFICE
The Board of Directors approved amendment in registered office clause of Memorandum ofAssociation of the Company on 11th November 2016 subject to the approvals of theshareholders of the Company and also by the Regional Director (NWR) Ahmedabad from UnionTerritory of Dadra ( U.T. D&N.H) to the State of Utter Pradesh. The shareholders ofthe Company approved the same vide their resolution passed through postal ballot on 13thFebruary 2017 and thereafter Regional Director (NWR) Ahmedabad also approved the samevide his Order number Company Application No. RD (NWR)/Sec.13/799/2017/1284 dated 22ndJune 2017. The aforesaid Order was also submitted to the Registrar of Companies throughrequisite Form No. INC 28. The Registered office of the Company is being situated w.e.f30th June 2017 at 19th K.M. Hapur Bulandshahr Road P.O. Gulaothi Distt-BulandshahrUtter Pradesh 203408.
NUMBER OF MEETINGS
The Board met eleven 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 2017 (includinginvestments made in previous years). The details of which are given in the Note number 9and Note number 10 to the Financial Statements that forms part of this Annual Report.
b) Details of loans given by the Company: (i) Mandakini Coal Co Ltd. : Rs. 544.84 lacs
c) Details of Corporate Guarantee given by the Company - NIL
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 ManagementPracticesintheCompanyintheareasofriskidentification assessment monitoring mitigationand reporting. The Company has laid down procedures to inform the Audit Committee as wellas the Board of Directors about risk assessment & management procedure and status. Allproperties of the Company have been properly insured against all kind of risks.
ISSUE OF SHARE CAPITAL
During the period under review the Company has issued and allotted to Jindal FilmsIndia Limited 15000000 zero percent redeemable Non- convertible Preference Shares atpar face value of Rs. 10/- fully paid-up aggregating to Rs. 150000000/- on 11th June2016 and 4000000 zero percent redeemable Non- convertible Preference Shares at par facevalue of Rs. 10/- fully paid-up aggregating to Rs. 40000000/- on 23rd September 2016.
INVESTMENT HELD IN ANCHOR IMAGE & FILMS SINGAPORE PTE. LTD.
During the year pursuant to further issue of shares made by Anchor Image & FilmsSingapore Pte. Ltd. (AIFSPL) resulting in dilution of our shareholding to below 20% ithad ceased to be an Associate of our Company. Further investment in 40000 ordinaryshares held by the Company in AIFSPL has been disposed-off for an aggregate sum of Rs.4.25 crore pursuant to a buy-back proposal received from AIFSPL.
ALLOTMENT OF SHARES PURUSANT TO SANCTIONED DEMERGER SCHEME
Pursuant to the sanctioned/approved Demerger Scheme between Jindal Photo Limited("Demerged Company") and Jindal Poly Films Limited ("ResultingCompany") Company had fixed 13th May 2016 as record date. In terms of ShareExchange Ratio the Jindal Poly Films Limited has issued and allotted on 30th May 2016fully paid-up 1738700 equity shares to the equity shareholders of Jindal Photo Ltd. asper Share Exchange Ratio specified in the sanctioned Scheme. Further pursuant to thesanctioned/approved Demerger Scheme Jindal Poly Films Limited has also made payment tothe shareholders of Jindal Photo Ltd in respect of their fraction shares.
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 of independence as laidout in sub section (6) of Section 149 of the Companies Act 2013 and the 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 29thMarch 2017 and the same was attended by all the committee members. The Company wanted tospend 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 2016-17. 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
In order to comply with the requirements of the Companies Act 2013 read with rulesmade thereunder as amended from time to time and the SEBI (LODR) Regulations 2015 theCompany has constituted various committees of the Board. At present the followings arethe committees of the Board which 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 Ms. 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 the National Stock Exchange of IndiaLimited (NSE) and the BSE Limited (known as Bombay Stock Exchange). The listing fee forthe year 2017-2018 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 STATEMENTS
InaccordancewithAccountingStandard21Consolidated Financial Statements theconsolidated accounts form part of this report & accounts. These accounts have beenprepared from the audited/un-audited financial statements received from Associate/JointVenture/ Subsidiary Companies as approved by their Board of Directors. Pursuant to theprovisions of Section 129 of the Companies Act 2013 and rules framed thereunder thesalient features of the financial statements performance and financial positions ofassociate/joint venture Company is enclosed as "Annexure-II TheAnnual Accounts and related information of Associate/Joint Venture will be made availableupon request and also be open for inspection at the Registered Office by any Shareholder.
During the period Company has sold 70 lacs equity shares of Jindal India PowertechLimited (JIPL) on 24.3.2017 subsidiary of the Company and pursuant to aforesaid sale ofequity shares JIPL along with its step down subsidiaries has ceased to be subsidiary ofthe Company. However JIPL continue to remain Associate of the Company. The details aregiven in the Note number 9 and Note number 27 to the Financial Statementsthat forms part of this Annual Report.
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 Company employed throughout the Financial Year 2016-17 andwere paid remuneration not less than Rs. 60 Lacs per annum and also is no employee whohave worked for the part of the year and were paid remuneration during the Financial Year2016-17 at a rate which in aggregate was not less than Rs. 5 Lacs per month:
|Sl. No. ||Name of Director/KMP ||Category ||Ratio of remuneration of each director to median remuneration of Employees ||% increase in Remune- ration |
|1. ||Shammi* Gupta ||Managing Director ||- ||- |
|2. ||Manoj** Kumar ||Managing Director ||- ||- |
|3. ||Ashok Yadav ||Company Secretary ||- ||- |
|4. ||Ratish Jha* ||Chief Financial Officer ||- ||- |
*Ceased to be director and Chief Financial Officer of the Company during the financialyear. **Appointed Managing Director during the financial year without remuneration.
(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 aggregated ||17.69 |
|Revenue (Total Income) ||470.80 |
|Remuneration (as % of revenue) ||- |
|Net profit/(Loss) for the year ||(4.20) |
|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 2017 ||As at 31st March 2016 ||Variation |
|Closing rate of Share ||94.15 ||160.90 ||(41.49) |
|(NSE) (Rs. per share) || || ||(%) |
|EPS (Rs. per share) ||(0.04) ||(1.53) ||(97.39) (%) |
|Market Capitalization ||96.58 ||165.06 ||(41.49) |
|(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 & Co. statutory auditors of the Company who is retiring pursuant tomandatory rotation of Statutory Auditors as per Section 139 of the Companies Act 2013 andRules made thereunder.
M/s Suresh Kumar Mittal & Co. Chartered Accountant (Firm Registration number500063N) is recommended to be appointed as Statutory Auditors of the Company in place ofM/s B.K. Shroff & Co. Chartered Accountant (who is retiring pursuant to mandatoryrotation of Statutory Auditors as per Section 139 of the Companies Act 2013 and Rulesmade thereunder) for a period of 5 years from the conclusion of 14th Annual GeneralMeeting till the conclusion of 19th Annual General Meeting subject to ratification bymembers at every subsequent AGM. M/s Suresh Kumar Mittal & Co. Chartered Accountantis one of the Indias leading audit firm established in the year 1989 with a view toprovide audit accounting and allied services. The firm holds peer review certificategranted by the Institute of Chartered Accountants of India valid up to September 2020.The contact details of firm is 60 First Floor Pocket H-3 Sector-18 RohiniDelhi 110085 e-mail: firstname.lastname@example.org. The firm have overall richexposure of 28 years of conducting statutory audit and also providing other alliedservices to the corporates.
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 2016-17. 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. Company has received USD 639985 equalant to INR 425.17 Lacs in respect of buyback of its investments held in Anchor Image & Films Singapore Pte. Ltd. during theperiod under review. There is no other foreign exchange earnings and outgo during theperiod under review.
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 : 11th August 2017 || |