You are here » Home » Companies » Company Overview » Jindal Poly Films Ltd

Jindal Poly Films Ltd.

BSE: 500227 Sector: Industrials
BSE 10:21 | 23 Jul 216.20 7.60






NSE 10:14 | 23 Jul 216.60 7.45






OPEN 217.00
52-Week high 463.00
52-Week low 205.10
P/E 5.01
Mkt Cap.(Rs cr) 947
Buy Price 216.05
Buy Qty 32.00
Sell Price 216.90
Sell Qty 69.00
OPEN 217.00
CLOSE 208.60
52-Week high 463.00
52-Week low 205.10
P/E 5.01
Mkt Cap.(Rs cr) 947
Buy Price 216.05
Buy Qty 32.00
Sell Price 216.90
Sell Qty 69.00

Jindal Poly Films Ltd. (JINDALPOLY) - Director Report

Company director report

To the Members

Your Directors have pleasure in presenting the 43rd Annual Report of theCompany together with Audited Accounts for the year ended 31st March 2017.

The Standalone Financial results of the year under review are as given below:-


Particulars 2016-2017 2015-2016
Profit from Operations (EBITDA) before Exceptional Items 25873.72 38625.30
Add/ (Less ) Exceptional items 1653.23 -158.31
Less: Finance Cost 3746.41 3607.55
Profit Before Depreciation and Tax 23780.54 34859.44
Less: Depreciation and amortization 6966.18 5650.46
Profit before Tax 16814.36 29208.98
Less: Income Tax 3267.56 9098.19
Less Deferred Tax 2185.45 605.04
Profit After Tax 11361.35 19505.74
Add : Balance brought forward
Balance available for appropriation
Dividend on Equity Shares 437.86 420.48
Tax on Dividend 89.14 85.60
Transfer to General Reserve - -
Balance carried forward 93559.98 82725.63


During the year under review the Total Turnover/Sales of the Company was Rs.272851.91 Lacs as against Rs. 289849.05 Lacsduring the previous financial year.

The operating profit (EBITDA) before exceptional item was Rs. 25873.72 Lacs as againstRs. 38625.30 Lacs.

The Company is taking various measures to retain and increase its market share and alsoimprove margins.

Further during the year under review consolidated financial Turnover/Sales was Rs.728295.55 Lacs and Net Profit after Tax (attributable to owners of the Parents afterallocating profit proportion of non controlling interest) was Rs. 19340.30 Lacs.

Earning per Equity Share (Consolidated) was Rs. 44.17 per Equity share against the Rs.77.16 of Previous year.


Your Directors are pleased to recommend a dividend of Re.1/- per equity share (10%)(Previous year Re.1/- per equity share) for the Financial Year 2016-17 for approval of theMembers.

The total dividend would absorb a sum of Rs.4.38 crore and tax thereon of Rs. 0.89crore.


Board of Directors of your Company in its meeting held 23rd August 2016has approved a Scheme of Amalgamation of Global Nonwovens Limited (wholly ownedsubsidiary) with Jindal Poly Films Limited. (Holding Company).

A Petition was filed with Hon'ble High Courts Allahabad and Mumbai; later on matterwas transferred to NCLT Allahabad Bench and Mumbai Bench by respective High Courts.

The Hon'ble National Company Law Tribunal Allahabad Bench in its hearing held on 7thApril 2017 has sanctioned the Scheme; however the Scheme is now subject to Sanction ofHon'ble National Company Law Tribunal Mumbai Bench.


The MDA has been included in the Annual Report as a separate section.


1. During the Financial year under review Mr. Sanjay Mittal (DIN: 01327274) Whole-timeDirector (w.e.f. 31st May 2016 ) and Mr. Amit Jain (DIN: 00028335)Independent Director (w.e.f. 3rd March 2017) have resigned.

Above directors resigned from Directorship due to their preoccupation and the Boardwish to place on record its appreciation of the valuable service rendered by theseDirectors during their tenure as Directors of your Company.

2. During the Financial year under review Mr. Sunil Kumar Agarwal (DIN 449686) has beenappointed (w.e.f. 23rd August 2017) as Non-Executive Independent Director.

Appointment Mr. Sunil Kumar Agarwal has been approved in Last AGM held on 28thSept 2016.

3. Mr. P. Uma Shankar (DIN 00130363) and Ms. Shakshi Gupta (DIN 07388012) are liable toretire by rotation and being eligible offer themselves for re-appointment.


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 will be provided upon request. In terms of Section 136 of the Act theReport and Accounts are being sent to the Members and others entitled thereto excludingthe information on employees' particulars which is available for inspection by the Membersat the Registered Office of the Company during business hours on working days of theCompany up to the date of the ensuing Annual General Meeting. Member interested inobtaining a copy thereof may write to the Company Secretary in this regard.

Disclosures pertaining to remuneration and other details as required under Section197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 are provided as per Annexure ‘E'.


Personnel relations with all employees remained cordial and harmonious throughout theyear. Your Directors wish to place on record their sincere appreciations for thecontinued sincere and devoted services rendered by all the employees of the Company.


The Company has complied with the mandatory provisions of Corporate Governance asprescribed in the Listing Agreement with the Stock Exchanges. A separate report onCorporate Governance is included as a part of the Annual Report along with the Auditor'sReport on its compliance.


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.


On the basis of compliance certificates received from the Executives of the Companysubject to disclosures in the Annual Accounts and also on the basis of the discussion withthe Statutory Auditors/Internal Auditors of the Company from time to time your Directorsmake the following statements in terms of Section 134(3)(c) of the Companies Act 2013: a)in the preparation of the Annual Accounts for the year ended March 31 2017 theapplicable accounting standards read with requirements set out under Schedule III to theAct have been followed and there are no material departures from the same; b) theDirectors have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company as at March 31 2017 and of the profit of theCompany for the year ended on that date; c) the Directors have taken proper and sufficientcare for the maintenance of adequate accounting records in accordance with the provisionsof the Act for safeguarding the assets of the Company and for preventing and detectingfraud and other irregularities; d) the Directors have prepared the Annual Accounts on a‘going concern' basis; e) the Directors have laid down internal financial controls tobe followed by the Company and that such internal financial controls are adequate and areoperating effectively; and f) the Directors have devised proper systems to ensurecompliance with the provisions of all applicable laws and that such systems are adequateand 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.

The Audit Committee constituted by the Board reviewed the internal controls andfinancial reporting issues with Internal Auditors and Statutory Auditors.


A. Sr. Subsidiary Companies u/s 2(87) of the No. Companies Act 2013. Turnover* during the financial year 2016-17 Contribution in consolidated turnover
(Rs. in lacs)
1 Jindal Films India Ltd. (CIN: U25199DL2010PLC210480) 6532.91 0.90%
2 Global Nonwovens Ltd. (CIN: U17291MH2012PLC232211) 14072.23 1.93%
3 JPF Netherland B.V (consolidated comprising 13 step down overseas subsidiaries (Foreign Company (Reg. No. 57016291) 449967.23 61.78%
4 Jindal Packaging Trading DMCC (Reg. No. DMCC64743) NIL -
5 Jindal Imaging Limited (CIN: U24299DL1999PLC099183) NIL -
6 Jindal Photo Imaging Limited (CIN: U22222DN2011PLC000381) NIL -

*Figures of the turnover for the above table has been disclosed net off eliminations ofsales made by inter companies incorporated in the consolidated financial statements

Note: for further details please refer Note No. 64 of Consolidated Financial statement(2016-17)

B. JPF Dutch B V (Reg. No. 57025681) Jindal Films Europe S.r.l (Reg. No. B 175 392)Jindal Films Europe Kerkrade B.V.

(Reg. No. 57646066) Jindal Films Europe Brindsi Srl (Reg. No. 1353790742) JindalFilms Europe Virton S.p.r.l (Belgium) (Reg. No. BE27001728954773) Jindal Films EuropeServices (Reg. No. B205173) JPF USA Holding LLC (Reg. No. 5278265) Jindal Films AmericasLLC (Reg. No. 5272164) Films Macedon LLC (Reg. No. 5280619) Jindal Films Europe VirtonLLC (Reg. No. 0864429) Jindal Films Singapore Pte. Ltd. (Reg. No. 201301988K) JindalFilms (Shanghai) Co. Ltd. (Reg. No. 310000400720996) and Rexor "SAS (Reg. No. 542020 854) are stepdown subsidiaries of the Company.

Note: Turnover of step down subsidiaries companies included in turnover ofSubsidiary company i.e. JPF Netherland B.V.

C. Hindustan Powergen Ltd. has been ceased as an Associate Company during the year2016-17.

D. Following companies have been incorporated during the financial year 2016-17: i)Jindal Films Europe Services was incorporated as 100% Step down Subsidiary of JPF DutchBV. Incorporated in Luxembourg on 7th April 2016. ii) Jindal Packaging TradingDMCC Regn. No. DMCC64743 incorporate in Dubai w.e.f. 25.08.2016

E. During the Financial year 2016-17 Global Nonwovens Ltd. (CIN:U17291MH2012PLC232211) has become wholly owned subsidiary company.

In accordance with the General Circular issued by the Ministry of Corporate AffairsGovernment of India the Balance Sheet Profit and Loss Account and other documents of thesubsidiary companies are not being attached with the Financial Statements of the Company.The Company will make available the Annual Accounts/Financial Statements of the subsidiarycompanies and the related detailed information to any member of the Company who may beinterested in obtaining the same.

The annual accounts of the subsidiary companies will also be kept open for inspectionat the Registered Office of the Company. The Consolidated Financial Statement presented bythe Company includes the financial results of its Subsidiary

Companies & Associate Companies. Financial position of the each of the Subsidiariesis provided in a separate statement attached to the Financial Statement pursuant to firstproviso to Section 129(3) of the Companies Act 2013.


The paid-up equity share capital as on 31st March 2017 was Rs.43.78 Crore.During the year under review the Company has neither issued Shares with DifferentialVoting Rights nor granted Stock Options nor Sweat Equity. As on 31st March 2017 none ofthe Directors of the Company held shares or convertible instruments of the Company.

However as per the approved Scheme of arrangement among Jindal Photo Ltd. and JindalPoly Films Limited and their respective shareholders and creditors 1738700 (SeventeenLac thirty eight thousand Seven hundred) fully Paid-up Equity Shares of Rs. 10 (Ten) eachhas been allotted on 30th May 2016 to the shareholders of Jindal PhotoLimited whose names were appearing on the register of members on Record date i.e. 13thMay 2016.


The Company has not accepted any deposit during financial year ended on 31stMarch 2017. Further no renewal of deposits were made during the financial year 2016-2017so there was no unclaimed deposits as at 31st March 2017.


Internal control over financial reporting is a process designed to provide reasonableassurance regarding the reliability accuracy fairness and timeliness of financialreporting and the preparation of financial statements for external purposes in accordancewith generally accepted accounting principles. The Company has adequate internal controlsystem and procedures to ensure optimal use of Company's resources.

The Company has appointed Internal Auditors and they do regular audit of variousoperational and financial matters to derive findings as a comparison for targets achievedand observations for further action to be taken.

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


M/s. KanodiaSanyal& Associates Chartered Accountants (firm registration no.008396N ) were first appointed as auditors at 15th AGM held on 31stOctober1989. They are holding office of the auditors from the conclusion of the 42ndAGM and hence would retire at the conclusion of the forthcoming 43rd AGM. Asper second proviso to Section 139(2) of the Companies Act 2013 (‘the Act') atransition period of three years from the commencement of the Act is provided to appoint anew auditor when the existing auditor's firm has completed two terms of five consecutiveyears. M/s. KanodiaSanyal& Associates Chartered Accountants have already completedtheir tenure. Accordingly as per the said requirements of the Act M/s Singhi& Co.Chartered Accountants (Firm Registration No.302049E) are proposed to be appointed asauditors for a period of 5 years commencing from the conclusion of 43rd AGMtill the conclusion of the 48th AGM subject to ratification by members everyyear as may be applicable.

M/s Singhi& Co. Chartered Accountants have consented to the said appointment andconfirmed that their appointment if made would be within the limits specified underSection 141(3)(g) of the Act. They have further confirmed that they are not disqualifiedto be appointed as statutory auditors in terms of the provisions of the proviso to Section139(1) Section 141(2) and Section 141(3) of the Act and the provisions of the Companies(Audit and Auditors) Rules 2014.

Accordingly The Board of Directors of your Company has recommended appointment of M/sSinghi& Co. Chartered Accountants.

The statutory Auditor M/s. KanodiaSanyal& Associateshave submitted the Reports onStandalone and Consolidated Financial results of the Company for the financial year2016-17 and there is no qualification in the said Auditor's Reports.


The Board of Directors of your Company has reappointed M/s. R.J. Goel & CompanyCost Accountants (FRN 000026) New Delhi as Cost Auditors of the Company for the financialyear 2017-2018.


Pursuant to the provisions of Section 138 of the Companies Act 2013 the Board hasappointed M/s. B.K. Shroff & Co. Chartered Accountants (FRN 302166F) as InternalAuditors for conducting the Internal Audit of the Company for the financial year 2017-18.


The Board of Directors of your Company has re-appointed M/s DMK Associates PracticingCompany Secretaries New Delhi as Secretarial Auditor pursuant to the provisions ofSection 204 of the Companies Act 2013 for the Financial year 2017-18.

The Report of the Secretarial Auditor for the Financial year 2016-17 is annexed to theReport as per Annexure ‘A'.

The Secretarial Auditor has made certain observations. The observations and replythereto are as under:

1. As per section 135 of the Companies Act 2013 the eligible amount required to bespent by the Company is Rs. 4.55 Crores during the financial year 2016-17 however as perinformation provided the Company has spent Rs.85 Lakhs.

Annual report on CSR activities as required under the Companies (Corporate SocialResponsibility Policy) Rules 2014 has been appended as Annexure –"C" andforms integral part of this Report and point no. 6 is self-explanatory in this respect.

2. The consent to operate order given by Maharashtra Pollution Control Board undersection 25 & 26 of the Water (Prevention & Control of Pollution) Act 1974 21 ofthe Air (Prevention & Control of Pollution) Act 1981 and under rule 5 of HazardousWastes (Management Handling) Rules 1989 was valid upto September 30 2015. The Company hadmade an application with Maharashtra Pollution Control Board Nashik - for renewal of theconsent order and same is awaited.

The Company has submitted & given all the documents/information's/ reply from timeto time and also deposited the requisite consent fee with the MaharastraPolution ControlBoard for the renewal of consent order & the company expects to receive the renewedconsent order soon


Information in accordance with the provisions of section 134 (5) of Companies Act 2013(erstwhile Section 217 (2AA) of the Companies Act 1956) regarding conservation of Energytechnology absorption foreign exchange earnings and outgo is given in the ‘Annexure"B" forming part of this report.


In accordance with the requirements of Section 135 of Companies Act 2013 your Companyhas a Corporate Social Responsibility (CSR) Committee which comprises

Mr. R.K Pandey Chairman Mr. P. Uma Shankar Member Mr. Sunil Kumar Agarwal and Mr.Sanjay Digambar Kapote Member.

Your Company has also formulated a Corporate Social Responsibility Policy (CSR Policy)which is available on the website of theCompany .

Annual report on CSR activities as required under the Companies (Corporate SocialResponsibility Policy) Rules 2014 has been appended as Annexure –"C" andforms integral part of this Report.


Business Responsibility ReportForming Part of the Board's Report is annexed asAnnexure-F.



The details forming Part of the Extracts of Annual Return is annexed as per Annexure‘D'.


During the year 15 (fifteen) Board Meetings and 09 (Nine) Audit Committee Meetingswere held. Details for all committee meetings have been given in Corporate GovernanceReport.

(III) Composition of Audit Committee

The Board has constituted an Audit Committee which comprises of Mr. Radha KrishnaPandey as the Chairman and Mr. P. Uma Shankar and Sunil Kumar Agarwal as the Members.More details about the Committee are given in the Corporate Governance Report.

(IV) Related Parties Related Party Transactions

All contracts / arrangements / transactions entered into by the Company during thefinancial year with related parties were in the ordinary course of business and on anarm's length basis. During the year under review your Company had not entered into anycontract / arrangement / transaction with related parties which could be consideredmaterial in accordance with the policy of the Company on materiality of related partytransactions. The Related Party Transactions Policy as approved by the Board is uploadedon the Company's website PartyTransaction.pdf. The details of the transactions with Related Parties are provided in theaccompanying financial statements.

Details of related party transactions are given elsewhere in the Annual Report as perAccounting Standard (" IND AS"- 24.)

Your Directors draw attention of the members to Note 39 (A & B) to the Standalonefinancial statement which sets out related party disclosures.

Further during the year no related party transaction taken place for which approval ofshareholders as per provisions of Section 188(1) Companies Act 2013 and SEBI (LODR) 2015are required.

(V) Particulars of Loans Guarantees and Investments.

During the year under review the company has made Loan Guarantee and Investmentsdetails of these required under the provisions of Section 186 of the Companies Act 2013are given in the Note no. 37.2.2 in accompanying Financial Statements.

(VI) 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.


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.


Terms of reference of Nomination and Remuneration Committee

• Formulate the criteria for determining qualifications positive attributes andindependence of a director and recommend to the Board a policy relating to theremuneration for the directors key managerial personnel and other employees.

• Identify persons who are qualified to become directors and who may be appointedin senior management in accordance with the criteria laid down and recommend to the Boardtheir appointment and removal.

• Removal should be strictly in terms of the applicable law/s and in compliance ofprinciples of natural justice.

• Formulation of criteria for evaluation of Independent Directors and the Board.

• Devising a policy on the Board diversity.

• Recommend to the Board remuneration including salary perquisite and commissionto be paid to the Company's Executive Directors on an annual basis or as may bepermissible by laws applicable.

• Recommend to the Board the Sitting Fees payable for attending the meetings ofthe Board/Committee thereof and any other benefits such as Commission if any payableto the Non- Executive Directors.

• Setting the overall Remuneration Policy and other terms of employment ofDirectors wherever required.

As per the requirements of the above provisions of the Companies Act 2013 aNomination and Remuneration Committee of directors was formed by the Board of Directorsconsisting of:

1 Mr. R.K Pandey Chairman (Non-Executive – Independent)

2 Mr. Sunil Kumar Agarwal - Member (Non-Executive)

4 Ms. Shakshi Gupta- Member (Non-Executive)

The said committee has been empowered and authorized to exercise the power as entrustedunder the provisions of Section 178 of the Companies Act 2013. The Company has a policyon directors' appointment and remuneration including criteria for determiningqualification positive attributes independence of a director and other matters providedunder sub-section (3) of section 178. The Nomination and Remuneration Policy has beenplaced on Company's website (investor relation) and other requiredinformation is annexed to the Board's Report as Annexure E.


The company has Internal Remuneration Policy for Directors Key Management Personneland Senior Management Personnel.

The policy takes into account several factors like age qualification years ofexperience in the industry/ functional area and business management present emolumentsand other qualitative factors such as leadership qualities communication skills andperformance track record.

The aim is to ensure that the company attracts and retains competent people.

Nomination & Remuneration Policy is available on the website of the Company on thebelow link: ""


The Independent Directors have submitted their disclosures to the Board that theyfulfill all the requirements as stipulated in Section 149(6) of the Companies Act 2013 soas to qualify themselves to be appointed/continue as Independent Directors under theprovisions of the Companies Act 2013 and the relevant rules.


The Company has devised a vigil mechanism in the form of a Whistle Blower Policy inpursuance of provisions of Section 177(10) of the Companies Act 2013 and details whereofis available on the Company's website at During the year under review there was no complaintreceived under this mechanism.


On the advice of the Board of Directors the Nomination and Remuneration Committee hasformulated the criteria for the evaluation of the performance of Independent DirectorsNon-Independent Directors and the Chairman of the Board. The Independent Directors of theCompany have also convened a separate meeting for this purpose. All the results andevaluation have been communicated to the Chairman of the Board of Directors.


The Company has constituted an internal Complaints Committee to deal the issuesrelating to any complaint regarding Sexual Harassment of Women at Workplace and During theyear 2016- 17 no complaint was received by the committee. However As per provisions ofthe Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressed) Act2013 the Company has constituted formal Committee.

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

Sr. Particulars
1 The financial summary or highlights The financial highlights including State of Affairs of the Company Dividend & Reserve have been provided in point above of this report.
2 The change in the nature of business if any. There is no change in the business line of the Company except scheme of arrangement among Jindal Photo Ltd Jindal Poly Films Ltd and their respective Creditors has been approved by the Courts.
3 The details of directors or key managerial personnel who were appointed or have resigned during the year During the year
1. Mr. Sunil Kumar Agarwal (DIN 00449686) has been appointed as Independent Director w.e.f. 23rd August 2016.
2. Mr. Amit Jain (DIN – 00028335) has resigned w.e.f. 3rd March 2017.
3. Mr. Sanjay Mittal (DIN: 01327274) Whole-time director has resigned w.e.f. 31st May 2016
4 The names of companies which have become i) Jindal Films Europe Services was incorporated as 100% Step down
or ceased to be Subsidiaries joint ventures Subsidiary of JPF Dutch BV. in Luxembourg on 7th April 2016.
orassociate companies during the year ii) Jindal Packaging Trading DMCC (Regn. No. DMCC64743) incorporate in
Dubai on 25.08.2016
5 The details relating to deposits covered under The Company has not accepted deposits
Chapter V of the Act
6 The details of deposits which are not in compliance with the requirements of Chapter V of the Act Not Applicable
7 The details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future NIL
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 organization's resources both physical (e.g. machinery and property) and Intangible (e.g. Intellectual property such as trademarks). The financial statements are prepared in accordance with the accounting standards issued by the ICAI


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. Theemployees of the Company contributed significantly in achieving the results. YourDirectors take this opportunity to thank them and hope that they will maintain theircommitment to excellence in the years to come.

For and on behalf of Board of Directors

Sd/- Sd/-
Date : 25th.May 2017 Whole-time Director Whole-time Director
Place : Delhi. Suresh Dattatraya Gosavi Sanjay Digamber Kapote
DIN: 07015202 DIN: 07529860
C/o Jindal Poly Films Ltd 1306 IVORY COURT
NASHIK 422403 GURGAON-122 002 (HR)