Your Directors have pleasure in presenting the 9th BoardReport on the business and operations of the Company together with Audited FinancialStatements for the year ended 31st March 2021.
1) FINANCIAL HIGHLIGHTS
The Standalone and Consolidated Financial highlights for the year underreview viz-a-viz the Financial highlights of the preview financial year are given below:-
(Rs. In Lakhs)
|Particulars ||Standalone ||Consolidated |
| ||Year ended 31-03-2021 ||Year ended 31-03-2020 ||Year ended 31-03-2021 ||Year ended 31-03-2020 |
|Income ||9.79 ||2.15 ||106.26 ||102.74 |
|Profit/(Loss) before exceptional items and tax ||(20.86) ||(7704.55) ||(3087.81) ||(10962.63) |
|Profit/(Loss) Before Tax ||(20.86) ||(7704.55) ||(3087.81) ||(10962.63) |
|Less: Provision for current Taxation ||- ||- ||15.14 ||29.81 |
|Deferred Tax Liability/(Asset) for the year ||- ||- ||(0.41) ||0.18 |
|Profit/(Loss) After Tax ||(20.86) ||(7704.55) ||(3102.54) ||(10992.76) |
Your Company is mainly engaged in the activity of holding investmentsin group Companies. During the year under review the consolidated turnover of the Companywas Rs. 106.26 Lakhs against Rs. 102.74 Lakhs during the last financial year and onstandalone basis the turnover stood at 9.79 lakhs as against 415 lakhs during previousfinancial year. There was no change in the nature of business during the year underreview.
Your directors did not recommend any dividend for the Financial Year2020-21.
4) 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 confirming compliance with the Code of Conduct' of theCompany and Auditor's Certificate confirming compliance with the conditions ofCorporate Governance are enclosed with Corporate Governance Report forming part of thisReport.
5) SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENTS
In pursuance of the provisions of the Companies Act 2013 (the Act)and the Rules made thereunder Securities and Exchange Board of India (Listing Obligationsand Disclosure Requirements) Regulations 2015 ("Listing Regulations") and theapplicable Accounting Standards the Company has prepared Consolidated FinancialStatements. In accordance with regulation 46 of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 separate audited financial statements of the subsidiarycompany together with related information and other reports have also been placed on thewebsite of the Company at www.ipifcl.com.
In accordance with Section 129(3) of the Companies Act 2013 astatement containing salient features of the financial statements of the subsidiarycompanies in Form AOC-1 is annexed to the financial statement forming part of this annualreport. .
a) The Company has one Subsidiary i.e. Jindal India Powertech Limited(JIPL) and one Step down Subsidiary i.e. Xeta Properties Private Limited. as on 31stMarch 2021. During the year under review consolidated turnover of JIPL was Rs. 88.00Lakhs.
b) No Company became or ceased to be subsidiary joint venture orassociate of the Company during the year under review.
6) DIRECTORS AND KEY MANAGERIAL PERSONNEL
a) Change in the composition of Board of Directors during the yearunder review was as under:-
i. Mr. Prakash Matai was appointed as additional Non-Executive Directorof the Company w.e.f 05th May 2020 to hold office upto 8th AnnualGeneral Meeting of the Company. His appointment was regularized as Non-Executive Directorliable to retire by rotation by the Members in their 8th Annual General Meetingheld on Tuesday 29th September 2020.
ii. Mr. Suresh Chander Sharma was appointed as additional Non ExecutiveIndependent Director of the Company w.e.f. 05th May 2020 for a period of fiveyears subject to the approval of the shareholders. His appointment was regularized as onIndependent Director by the Members in their 8th Annual General Meeting heldon Tuesday 29th September 2020. He was appointed as chairperson of the Boardof Directors w.e.f. 14th August 2021.
iii. Ms. Nidhi Bhaskar was appointed as Company Secretary andCompliance Officer of the Company w.e.f. 05th May 2020. She held office upto14th December 2020.
iv. Ms. Sakshie Mendiratta was appointed as Company Secretary andCompliance Officer of the Company w.e.f. 11th February 2021.
v) Mr. Vinumon K. Govindan will be completing his terms as IndependentDirector on 21st August 2021. The Board has at its meeting held on 14thAugust 2021 approved the appointment of Mr. Vinumon K Govindan as Non-Executivedirector of the Company of the Company w.e.f. 22nd August 2021 liable toretire by rotation.
vi) Pursuant to the provisions of Section 152 of the Companies Act2013 and the Articles of Association of the Company Mr. Prakash Matai retires by rotationat the 9th AGM and being eligible has offered himself for re-appointment.
b) Composition of the Board as on 31st March 2021
Mr. Ghanshyam Dass Singal Managing Director
Mr. Radhey Shyam Independent Director
Mr. Vinumon Kizhakkeveetil Govindan Independent Director
Mr. Suresh Chander Sharma Independent Director
Ms. Iti Goyal Non-Executive Director
Mr. Prakash Matai Non - Executive Director
b. Key Managerial Personnel
Mr. Ghanshyam Dass Singal Managing Director
Mr. Anuj Kumar Chief Financial Officer
Ms. Sakshie Mendiratta Company Secretary and Compliance Officer
The Company has received declarations from each of the IndependentDirectors confirming that they meet the criteria of Independence as provided in companiesAct 2013 and listing Regulations. The declaration also confirm compliance with sub rule 1and 2 of Rule 6 of companies (Appointment and Qualification of Directors) fifth AmendmentRules 2019.
The Board met Six times during the Financial Year 2020-21. Otherinformation on the Directors and the Board Meetings is provided in the CorporateGovernance Report attached to this Report.
7) INTERNAL FINANCIAL CONTROL
The Company has policies and procedures in place for ensuring orderlyand efficient 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.
8) AUDITORS AND THEIR REPORTS
a) Internal Audit and Auditors
M/s ADB & Company Internal Auditors have submitted their InternalAudit Report for the financial year 2020-21. There was no qualification reservationobservation disclaimer or adverse remark in the Internal Audit Report.
Further Pursuant to the provisions of Section 138 of the Act the Boardhas appointed M/s VASK & Associates Chartered Accountants (FRN: 038097) as InternalAuditors for conducting the Internal Audit of the Company for the financial year 2021-22.
b) Statutory Audit and Auditors
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 adverse remark or disclaimerin the Auditor's Report.
The shareholders of the Company at their 7th AGM held on 27September 2019 had appointed M/s. APT & Co. LLP Chartered Accountants (FirmRegistration No. 014621C) as Auditors of the Company to hold the office for a term of 5(five) consecutive years from the conclusion of 7th AGM of the Company till theconclusion of 12th AGM of the Company.
c) Secretarial Audit and Auditors
The Secretarial Audit Report issued by M/s Pragnya Pradhan &Associates Practicing Company Secretaries Secretarial Auditors for the financial year2020-21 is attached as Annexure "A" to this Report.
There has been no qualification reservation observation disclaimeror adverse remark in the Secretarial Audit Report.
In pursuance of the provisions of Section 204 of the Act and theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 the Board ofDirectors of the Company had appointed M/s Pragnya Pradhan & Associates PracticingCompany Secretaries for conducting secretarial audit of the Company for the financial year2021-22.
d) Secretarial Audit of Material Unlisted Indian Subsidiary
As per Regulation 24A of SEBI (Listing Obligations and DisclosureRequirement) Regulations 2015 the Secretarial Audit of the material subsidiary i.eJindal India Powertech Limited has been conducted for the financial year 2020-21 by MsRashmi Sahni Practicing Company Secretary. The same is annexed herewith and marked asAnnexure B to this Report.
9) DISCLOSURES UNDER THE ACT READ WITH RULE 8 OF COMPANIES (ACCOUNTS)RULES 2014 AND SECRETARIAL STANDARDS
a) The Paid-up Equity Share Capital of the Company as on 31stMarch 2021 was Rs. 105119 290. There is no Change in the paid up Share Capital of theCompany since last year.
b) All Related Party Transactions entered during the year were onarm's length basis and in the ordinary course of business. 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 Act in Form AOC-2 is not applicable.
c) The annual return of the company as provided under sub-section (3)of section 92 of the Act is available on company's website the link www.jpifcl.com.
d) 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 audit committee and other statutory committees
e) The particulars of loans and guarantees given and investments madeunder section 186 of the Act are given in the notes to the Financial Statements.
f) During the year the Statutory auditors and the Secretarial auditorshave not reported any fraud under Section 143(12) of the Act and the Companies (Audit andAuditors) Rules 2014.
g) No significant and material orders have been passed by theregulators or courts or tribunals impacting the going concern status of the Company'soperations in future.
h) Material changes and commitment occurred in the subsidiary companyJIPL between the end of the Financial Year of the Company to which the FinancialStatements relate and the date of the report which could affect the financial position ofthe Company.
1. Jindal India Powertech limited (JIPL) had issued OptionallyConvertible Debentures (OCDs) to IFCI Limited (IFCI) for Rs. 300 cr. which were due forfull redemption on 5th September 2016. However at the time of redemption itcould not redeem Rs. 225 cr out of 300 Cr. Consequently IFCI has filed suit against JIPLbefore the Debt Recovery Tribunal Delhi (DRT- Delhi) for recovery of debt. Thereafter JIPLentered into and One Time Settlement (OTS) with IFCI whereby it paid Rs. 103 Cr.(including security deposit) as full and final OTS payment to IFCI 11th June2021. Accordingly IFCI has issued no dues certificate in this regard and the matter standswithdrawn by DRT.
2. JIPL has made further investment in the Equity shares of JindalIndia Thermal Power Limited (JITPL) on 22nd June 2021. Due to acquisition ofnew shares Shareholding in JITPL has increased to 28.07%. Accordingly JITPL became anAssociate Company of JIPL w.e.f 22nd June 2021.
3. JIPL pledged 399805923 Equity Shares of JITPL (constituting 66%of total Equity Shareholding of JITPL ) to the lenders of JITPL which was invoked bylenders in the FY 2017-18 on account of nonpayment of dues by JITPL. As a part ofresolution plan of JITPL JITPL paid entire upfront amount on 24th June 2021and the invoked Equity Shares have been released on August 02 2021 to JIPL. Accordinglyand JITPL became a Subsidiary Company of JIPL and Step Down Subsidiary of the Company.
i) Cost records as specified by the Central Government under subsection (1) of section 148 of the Act are not applicable on the Company.
j) Remuneration Policy
In pursuance of the provisions of Section 178 of the Companies Act2013 and Listing Regulations the Company has formulated a Remuneration Policy which isavailable at Company's website http://www.jpifcl. com/financial/ RemunerationPolicy.pdf
The Remuneration Policy inter-alia includes the appointment criteria& qualification requirements process for appointment & removal retirement policyand remuneration structure & components etc. of the Directors KMP and other seniormanagerial personnel of the Company.
k) Energy conservation technology absorption and foreign exchangeearnings and outgo
The Company is not engaged in manufacturing activities and hence theparticulars pertaining to conservation of energy and technology absorption are notapplicable on the Company.
Further as the Company is a core investment Company foreign exchangeearnings and outgo stipulated under Section 134(3)(m) of the Act read with Rule 8 of TheCompanies (Accounts) Rules 2014 are NIL.
l) Risk Management
The Board reviewed adequate and effectiveness of the Company'sinternal control environment to monitor and mitigate the risk through internal auditrecommendation including those relating to strengthening of the company's riskmanagement system.
m) Vigil Mechanism and Whistle Blower Policy
The Company has devised a vigil mechanism in the form of a WhistleBlower Policy in pursuance of provisions of Section 177(10) of the Act and details whereofis available on the Company's website at http:// jpifcl.com/investors.html.
During the year under review there was no complaint received underthis mechanism.
During the year the Company has not accepted any deposits from thepublic under Chapter V of the Act. There was no public deposit outstanding as at thebeginning and end of the financial year 2020-21.
o) 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. The information required to be disclosed in pursuance of Section197 of the Companies Act 2013 read with the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 is attached as Annexure "C" to this Report.
p) Corporate Social Responsibility
The Company has constituted a Corporate Social Responsibility (CSR)Committee and has developed its CSR Policy which is available on the website of theCompany at http://www.ipifcl.com/investors.html
Further the Company during the year under review did not meet thecriteria in terms of section 135 of the Act and the Companies (Corporate SocialResponsibility) Rules 2014 and hence your Company was not required to spend any amountstowards CSR based activities for the financial year 2020-21.
q) Disclosure under Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013
Your Company has in place a Policy on prevention of Sexual Harrassmentat workplace at Group Level. This Policy is in line with the requirements of the SexualHarassment of Women at the Workplace (Prevention Prohibition & Redressal) Act 2013.
As per the said Policy an Internal Complaints Committee is also inplace at Group Level to redress complaints received regarding sexual harassment. There wasno complaint received from an employee during the financial year 2020-21 and hence nocomplaint is outstanding as on 31st March 2021 for redressal.
r) No application was made or any proceeding was pending under theInsolvency & Bankruptcy code 2016 during the year under revive.
s) The Company has complied with the applicable Secretarial Standardsprescribed under section 118(10) of the Act.
10) DIRECTORS RESPONSIBILITY STATEMENT
Your Directors hereby state that:
i. in the preparation of the annual accounts the applicable accountingstandards have been followed and no material departures have been made from the same;
ii. 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 31stMarch 2021 and of the profit and loss of the Company for the year ended 31stMarch 2021
iii. 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;
iv. the Directors have prepared the annual accounts on a going concernbasis;
v. 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
vi. the Directors have devised proper systems to ensure compliance withthe provisions of all applicable laws and that such systems are adequate and operatingeffectively.
Your Directors would like to express their gratitude to all thestakeholders including financial institutions Banks and various State and CentralGovernment authorities for their co-operation extended to the Company. Directors also takethis opportunity to thank the shareholders customers suppliers and distributors for theconfidence reposed by them in the Company. The employees of the Company contributedsignificantly in achieving the results. Your Directors take this opportunity to thank themand hope that they will maintain their commitment to excellence in the years to come.