To The Members
Your Directors have pleasure in presenting the 18th Annual Report onthe business and operations of the Company together with Audited Financial Statements forthe year ended 31st March 2021.
1) FINANCIAL HIGHLIGHTS
(Rs. in Lacs)
The summarised Standalone and Consolidated Financial Results for theyear under review are given below:-
|Particulars ||Standalone ||Consolidated |
| ||2020-2021 ||2019-2020 ||2020-2021 ||2019-2020 |
|Income from Operations ||37.67 ||19.57 ||37.67 ||19.57 |
|Finance Cost ||474.51 ||435.41 ||474.51 ||435.41 |
|Depreciation and amortization ||4.81 ||4.81 ||4.81 ||4.81 |
|Share of Profit in Joint Venture/ Associates ||- ||- ||(4.97) ||(5.61) |
|Exceptional items ||- ||- ||- ||- |
|Profit/(Loss) before Tax ||(482.97) ||(466.72) ||(487.93) ||(472.32) |
|Tax Expenses ||40.95 ||131.35 ||42.19 ||132.76 |
|Profit/(Loss) After Tax ||(442.02) ||(335.37) ||(445.74) ||(339.56) |
|Other Comprehensive Income ||(520.03) ||(202.93) ||(523.75) ||(198.74) |
|Total Comprehensive Income ||78.01 ||(538.30) ||78.01 ||(538.30) |
The financial statements of the Company have been prepared inaccordance with The Companies (Indian Accounting Standards) Rules 2015 prescribed undersection 133 of the Companies Act 2013.
2) CONSOLIDATED FINANCIAL STATEMENTS
In pursuance of the provisions of the Companies Act 2013 (the Act)Rules thereunder Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 ("Listing Regulations") and theapplicable Accounting Standards the Company has prepared Consolidated FinancialStatements.
Presently your Company is engaged in the business of holding strategicinvestment in the shares of group companies and has earned total revenue of Rs. 37.67 lacsand incurred loss of Rs. 442.02 lacs during the year due to Finance cost on amortisationof RPS.
The Board of Directors has not recommended any dividend during theFinancial Year.
5) CORPORATE GOVERNANCE REPORT AND CODE OF CONDUCT
Your Directors strive to maintain highest standards of CorporateGovernance. The Corporate Governance Report is attached to this Report. The declaration ofthe Managing Director confi rming compliance with the Code of Conduct' of theCompany and Auditor's Certifi cate confi rming compliance with the conditions ofCorporate Governance are enclosed 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 theirunder the Board of Directors has constituted the CSR Committee. The terms of reference ofthe CSR Committee broadly comprises:
1. To formulate CSR Policy and include activities that may beundertaken by the Company under the Act.
2. To recommend the amount of expenditure to be incurred on theactivities referred above.
3. To monitor the CSR Policy of the Company from time to time.
During the year under review Corporate Social Responsibility Committeemet on 11th February 2021 and the same was attended by all the CommitteeMembers. Since the Company has incurred losses as per computation made under theprovisions of the
Act hence the provisions of Section 135(5) of the Act relating tospend of at least 2% of the average net Profits of the Company made during the threeimmediately preceding financial years are not applicable to the Company. Accordingly theAnnual Report on the CSR activities has not been included in this report.
The Policy on Corporate Social Responsibility is available on thewebsite of the Company and can be accessed at the weblink of the Company at http://jindalphoto.com/investors.asp.
8) DIRECTORS AND KEY MANAGERIAL PERSONNEL
Presently the Board of Directors of the Company comprises of sixdirectors. One being Executive Director with three being in the category of Non-ExecutiveIndependent Directors and remaining two being in the category of Non-Executive Directorsincluding one is woman director. Board has permanent Chairman in the categoryNon-executive Independent Director. The Non-Executive Directors bring objective andindependent perspective in Board deliberations and decisions as they have a wider view ofexternal factors affecting the Company and its business. These directors make aconstructive contribution to the Company by ensuring fairness and transparency whileconsidering the business plans devised by the management team.
All the Independent Directors have requisite knowledge of business inaddition to the expertise in their area of specialization. The Company has receiveddeclaration from each of the Independent Directors confi rming that he meets the criteriaof independence as defined under the Companies Act 2013 (the Act) and Securities andExchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015 ("Listing Regulations").
In the opinion of the Board of Directors the Independent Directorsfulfi l all the conditions as specified in the Listing Regulations and are independent ofthe management. The Board of the Company after taking these declarations on record andacknowledging the veracity of the same concluded that the Independent Directors arepersons of integrity and possess the relevant profi ciency expertise and experience toqualify as Independent Directors of the Company and are Independent of the Management ofthe Company. The Company has issued letters of appointment to the Independent Directorsand the terms and conditions of their appointment have been uploaded on the website of theCompany.
Mr. Prakash Matai Director who retires by rotation at the ensuing AGMand being eligible offers himself for re-appointment. There is no change in compositionof the Board of Directors during the period under review however the Board on 4thMay 2020 has appointed two Additional Directors namely Mr. Suresh Chander Sharma in thecategory of Non-executive Independent and Mr. Prakash Matai in the category ofNon-executive and shareholders have also confi rmed the abovesaid appointment of directorsat the previous AGM.
The term of Mr. Vinumon Kizhakkeveetil Govindan (DIN 07558990) directorin the category of Non-executive Independent Director of the Company is completing on 29thSeptember 2021 and it is proposed to appoint him director at the ensuing AGM in thecategory of Non-executive and Non- Independent Director of the Company w.e.f 30th September2021 in respect of whom prescribed notice has been received by the Company along withrequisite fees in compliance of section 160 of the Companies Act.
The fi rst term of Mr. Manoj Kumar Rastogi (DIN 07585209) ManagingDirector of the Company has completed on 10th August 2021 and Board hasreappointed him Managing Director at their meeting held on 31st May 2021 for afurther period of 5 years w.e.f 10th August 2021. In respect of whomprescribed notice has been received by the Company along with requisite fees in complianceof section 160 of the Companies Act and Board recommends his re-appointment at the ensuingAGM.
The brief resume and other requisite details of the Director proposedto be re-appointed/appointed is given in the notice convening the ensuing AGM. Inaccordance with the provisions of Section 150 of the Act read with the applicable Rulesmade thereunder the Independent Directors of the Company have registered themselves inthe data bank of Independent Directors maintained by the Indian Institute of CorporateAffairs Manesar ["llCA"]. The Independent Directors of the Company are exemptedto pass an online profi ciency self assessment test conducted by llCA. All the IndependentDirectors have submitted declarations that they meet the criteria of independence asprovided under Section 149 of the Companies Act 2013 and the Listing Regulations.
In pursuance of the provisions of Section 2(51) and 203 of the Actread with the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 Mr. Manoj Kumar Rastogi-Managing Director Mr. Vinay Jain Chief Financial Officerand Mr. Ashok Yadav Company Secretary are Key Managerial Personnel of the Company. Duringthe year there was no change in the Key Managerial Personnel.
The Board met six times during the Financial Year 2020-21. Theintervening gap between any two Meetings was within the period prescribed by the CompaniesAct 2013 and the SEBI (LODR) Regulations 2015.
9) REMUNERATION POLICY
In pursuance of the provisions of Section 178 of the Act and ListingRegulations the Company has formulated a Remuneration Policy which is available atCompany's website at http://jindalphoto.com/ investors.asp The Remuneration Policy INTER-ALIAincludes the appointment criterion & qualifi cation requirements process forappointment & removal retirement remuneration structure & components etc. ofthe Directors KMP and other senior management personnel of the Company.
a) The Paid -up Equity Share Capital of the Company as on 31.03.2021was Rs. 1025.83 Lakhs. Your Company has not issued any shares during the Financial Year2020-21.
b) No signifi cant and material orders have been passed by theregulators or courts or tribunals impacting the going concern status and Company'soperations in future.
c) All Related Party Transactions entered during the year were onarm's length basis and in the ordinary course of business. The Company has notentered any transaction with any person or entity belonging to the promoter/promoter groupwhich hold(s) 10% or more shareholding in the Company. No material Related PartyTransactions (transaction(s) exceeding ten percent of the annual consolidated turnover ofthe Company as per last Audited Financial Statements) were entered during the year by theCompany. Accordingly disclosure of contracts or arrangements with Related Parties asrequired under section 134(3)(h) of the Companies Act 2013 in Form AOC-2 is notapplicable.
d) In view of Ministry of Corporate Affairs notifi cation Number GSR538 (E) dated 28th August 2020 Annual Return is available on the website of the Companyviz. www.jindalphoto. com having following web link http://www.jindalphoto.com/investor_relations pursuant to compliance of Section 92(3) of theCompanies Act 2013.
e) The following information is given in the Corporate GovernanceReport attached to this Report:
i) The performance evaluation of the Board the Committees of theBoard Chairperson and the individual Directors;
ii) The Composition of various Committees of Board of Directors; and
iii) The details of establishment of Vigil Mechanism.
f) The details of loans guarantees and investments under Section 186of the Companies Act 2013 read with Companies (Meeting of Board and its Powers) Rules2014 are as follows:
i) Details of investments made by the Company as on 31stMarch 2021 (including investments made in previous years). The details of which are givenin the Financial Statements that forms part of this Annual Report.
ii) Details of loans given by the Company: Mandakini Coal Co Ltd.: Rs.558.68 lacs
iii) Details of Corporate Guarantee given by the Company - NIL
g) During the year the auditors and the secretarial auditors have notreported any fraud under Section 143(12) of the Companies Act 2013 and the Companies(Audit and Auditors) Rules 2014.
h) The Company has complied with all the applicable SecretarialStandards prescribed under Section 118(10) of the Companies Act 2013.
i) The Central Government has not specified maintenance of cost recordsunder sub section (1) of Section 148 of the Companies Act 2013 in respect of productsdealt with by the company
j) The Company has one Associate Company namely Jindal India PowertechLimited and one Joint Venture Company namely Mandakini Coal Company Limited. Further forperformance of above associate and joint venture and their contribution to the overallperformance of the Company during the year refer Form No. AOC 1 which is part of theAnnual Report.
k. There is no application made or any proceeding pending under theInsolvency and Bankruptcy Code 2016 during the period under review.
l. The details of difference between amount of the valuation done atthe time of one-time settlement and the valuation done while taking loan from the banks orfinancial institutions along with the reasons thereof is not applicable to the Companyduring the period under review.
11) DIRECTORS RESPONSIBILITY STATEMENT
Your Directors hereby state that:
a) in the preparation of the annual accounts the applicable accountingstandards have been followed and no material departures have been made from the same;
b) the Directors have selected such accounting policies and appliedthem consistently and made judgments and estimates that are reasonable and prudent so asto give a true and fair view of the state of affairs of the Company as at March 31 2021and of the Profit and loss of the Company for the year ended March 31 2021;
c) the Directors have taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of theCompanies Act 2013 for safeguarding the assets of the Company and for preventing anddetecting fraud and other irregularities;
d) the Directors have prepared the annual accounts on a going concernbasis;
e) the Directors have laid down internal financial controls to befollowed by the Company and that such internal financial controls are adequate and areoperating effectively; and
f) the Directors have devised proper systems to ensure compliance withthe provisions of all applicable laws and that such systems are adequate and operatingeffectively.
12) INTERNAL FINANCIAL CONTROLS
The Company has policies and procedures in place for ensuring orderlyand effi cient conduct of its business including adherence to the Company's policiesthe safeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and the timely preparation of reliablefinancial information.
13) INTERNAL AUDITORS
Pursuant to the provisions of Section 138 of the Act the Board hasappointed M/s VASK & Associates Chartered Accountant (Firm Registration number038097N) as Internal Auditors for conducting the Internal Audit of the Company for theFinancial Year 2021-22.
The Notes to the Financial Statements read with the Auditor'sReports are self-explanatory and therefore do not call for further comments orexplanations. There has been no qualification reservation fraud adverse remark ordisclaimer in the Auditor's Reports.
M/s Suresh Kumar Mittal & Co. Chartered Accountant (FirmRegistration number 500063N) had been appointed as Statutory Auditors of the Company for aperiod of 5 years from the conclusion of 14th Annual General Meeting till theconclusion of 19th Annual General Meeting.
15) SECRETARIAL AUDIT
The Board had appointed M/s Grover Ahuja & Associates PracticingCompany Secretaries to carry out Secretarial Audit under the provisions of Section 204 ofthe Companies Act 2013 for the Financial Year 2021-22. The Report of the SecretarialAuditor is annexed to this report as Annexure II. Secretarial
Auditor's Reports are self-explanatory and therefore do not callfor further comments or explanations. There has been no qualifi cation reservationfraud adverse remark or disclaimer in the Reports.
16) ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNINGS AND OUTGO
The Company don't have any manufacturing facility thereforedisclosure of information in respect of energy conservation technology absorption is notapplicable to the Company. There is no foreign exchange earnings and outgo during theperiod under review.
17) RISK MANAGEMENT
The Company has laid down procedures to inform Board members about therisk assessment and minimization procedures. These procedures are periodically reviewed toensure that executive management controls risk through means of a properly definedframework.
During the year the Company has not accepted any deposits from thepublic under Chapter V of the Companies Act 2013. There was no public deposit outstandingas at the beginning and end of the Financial Year 2020-21.
19) PARTICULARS OF EMPLOYEES
The human resource is an important asset which has played pivotal rolein the performance and growth of the Company over the years. Your Company maintains veryhealthy work environment and the employees are motivated to contribute their best in theworking of the Company. Disclosures with respect to the remuneration of Directors andemployees as required under Section 197 of Companies Act 2013 and Rule 5(1) and 5(2) ofCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 are as under:
(i) Ratio of remuneration of each director to median remuneration ofEmployees and % increase in Remuneration is not applicable since Directors and ManagingDirector are getting only sitting fees to attend meetings of the Board and Committeesthereof and are not getting any other remuneration.
(ii) The percentage increase in the median remuneration of employees inthe Financial Year is not comparable.
(iii) The number of permanent employees are 2(two).
(iv) Average percentile increase already made in the salaries ofemployees other than the managerial personnel in the last Financial Year and itscomparison with the percentile increase in the managerial remuneration and justificationthereof and point out if there are any exceptional circumstances for increase in themanagerial remuneration. N.A
(v) The remuneration paid to the Directors / Key Managerial Personnel(KMP) is in accordance with the remuneration policy of the Company.
(vi) Statement of top ten employees. At present number of permanentemployees are 2(two) of the Company the prescribed details of employees are as under:
|Sl. 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 ||6.81 ||Regular ||B.Com and MBA (Finance) ||21 ||16.05.2017 ||44 ||Jindal Photo Investments Ltd. ||NIL |
|2. ||Ashok Yadav ||Company Secretary ||11.06 ||Regular ||C.S. ||21 ||1.10.2014 ||48 ||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 theFinancial Year 2020-21 and were paid remuneration not less than Rs. 102 Lacs per annum andfurther there is no employee who has worked for the part of the year and were paidremuneration during the Financial Year 2020-21 at a rate which in aggregate was not lessthan Rs. 8.5 Lacs per month.
Your Directors would like to express their gratitude to financialinstitutions Banks and various State and Central Government authorities for theco-operation extended to the Company. Directors also take this opportunity to thank theshareholders customers suppliers and distributors for the confi dence reposed by them inthe Company. The employees of the Company contributed signifi cantly in achieving theresults. Your Directors take this opportunity to thank them and hope that they willmaintain their commitment to excellence in the years to come.
| ||for Jindal Photo Ltd. |
|For and on behalf of the Board || |
|(Manoj Kumar Rastogi) ||(Suresh Chander Sharma) |
|Managing Director ||Director |
|DIN: 07585209 ||DIN: 00006394 |
|Place : New Delhi || |
|Dated : 14th August 2021 || |