Your Directors have pleasure in presenting the 7th Board Report on thebusiness and operations of the Company together with Audited Financial Statements for theyear ended 31st March 2019.
1) FINANCIAL RESULTS
The Standalone and Consolidated Financial Results for the year under review viz-a-vizthe Financial Result of the preview financial year are given below:-
| || ||(Rs. In Lakhs) |
|Particulars ||Standalone ||Consolidated* |
| ||Year ended 31-03-2019 ||Year ended 31-03-2018 ||Year ended 31-03-2019 ||Year ended 31-03-2018 |
|Income ||2.63 ||1.74 ||105.01 ||24500.70 |
|Profit/(Loss) before exceptional items and tax ||(225.65) ||(173.03) ||(22472.35) ||(50884.44) |
|Exceptional Items Gain/(Loss)** ||(39160.15)* ||(15770.35)* ||(1940.00) ||(15836.85) |
|Profit/(Loss) Before Tax ||(39385.80) ||(15943.38) ||(24412.35) ||(66721.29) |
|Less: Provision for current Taxation ||- ||- ||0.01 ||- |
|Deferred Tax Liability/(Asset) for the year ||- ||15.63 ||1.55 ||(5486.36) |
|Income Tax relates to earlier year ||- ||- ||- ||93.35 |
|Profit/(Loss) After Tax ||(39385.80) ||(15959.00) ||(24413.91) ||(61328.28) |
* Consolidated figures are not comparable due to Jindal India Thermal Power Limitedceased to be Subsidiary of Jindal India Powertech Limited subsidiary of the Companyw.e.f. 12th June 2017.
** Exceptional items comprises of provision for diminution in the value of investmentin equity shares of Jindal India Powertech Limited Subsidiary of the Company amounting ofRs. 15770.35 Lakh in the previous year and Fair valuation of Loans and advances as wellas Investment in the Redeemable Preference Shares of Jindal India Powertech LimitedSubsidiary of the Company amounting to Rs. 39160 Lakh in the current year.
Your Company is mainly engaged in the activity of holding investments in groupCompanies. During the year under review the consolidated turnover of the Company was Rs.105.01 Lakhs against Rs. 24500.70 Lakhs during the last financial year. There was nochange in the nature of business during the year under review.
Your directors did not recommend any dividend for the Financial Year 2018-19.
4) 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 andAuditor's Certificate confirming compliance with the conditions of Corporate Governanceare enclosed with Corporate Governance Report forming part of this Report.
5) SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENTS
a) In pursuance of the provisions of the Companies Act 2013 (the Act) and the Rulesmade 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. The Audited Consolidated Financial Statements along with Auditor's Report andthe Statement containing salient features of the Financial Statements of the Subsidiaries(Form AOC 1) forms part of the Annual Report.
b) The Company has one Subsidiary i.e. Jindal India Powertech Limited (JIPL) and onestep down Subsidiary i.e. Xeta Properties Private Limited. as on 31st March2019. During the year under review Consolidated turnover of JIPL along with its subsidiarywas Rs. 96.50 Lakhs.
c) No Company became or ceased to be subsidiary joint venture or associate of theCompany during the year under review.
6) DIRECTORS AND KEY MANAGERIAL PERSONNEL
a) During the year under review based on the recommendation of Nomination andRemuneration Committee Mr. Radhey Shyam has been appointed as an Independent Directorw.e.f. 30th May 2018 for a period of 5 years.
Ms. Iti Goyal has been regularized as Non Executive Director and Mr. RadheyShyam has been regularized as (Independent) Director by members of the Company at their 6thAnnual General Meeting held on 27th September 2018.
Mr. Shiv Kumar Mittal has resigned from directorship of the Company w.e.f. 15thMay 2018. The Board places its deep appreciation for his contribution in the working ofthe Company.
Ms. Shakshi Gupta resigned as Chief Financial Officer of the Company w.e.f. 02ndApril 2018 and Mr. Pramod Kumar resigned as Company Secretary of the Company w.e.f. 30thNovember 2018. The Board places its sincere gratitude for contribution made by them tothe Company.
Mr. Anuj Kumar was appointed as Chief Financial Officer of the Company w.e.f. 01stMay 2018 and Mr. Rupesh Kumar was appointed as Company Secretary of the Company w.e.f. 01stDecember 2018.
b) Composition of the Board as on 31st March 2019
Mr. Ghanshyam Dass Singal Managing Director
Mr. Radhey Shyam Independent Director
Mr. Vinumon Kizhakkeveetil Govindan Independent Director
Ms. Iti Goyal Non-Executive Director
2. Key Managerial Personnel
Mr. Ghanshyam Dass Singal Managing Director
Mr. Anuj Kumar CFO
Mr. Rupesh Kumar Company Secretary
All the Independent Directors have submitted declarations that they meet the criteriaof independence as provided under section 149 of the Act and the Listing Regulations.
The Board met Five times during the Financial Year 2018-19. Other information on theDirectors and the Board Meetings is provided in the Corporate Governance Report attachedto this Report.
7) INTERNAL FINANCIAL CONTROL
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.
8) AUDITORS AND THEIR REPORTS
a) Internal Audit and Auditors
Pursuant to the provisions of Section 138 of the Act the Board has appointed M/s. ADB& Co. Chartered Accountants (FRN 005593C) as Internal Auditors for conducting theInternal Audit of the Company for the financial year 2019-20.
b) Statutory Audit and Auditors
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.
The shareholders of the Company at their 2nd AGM held on 20thSeptember 2014 has appointed M/s. UBS & Co. Chartered Accountants (Firm RegistrationNo. 012345N) as Auditors of the Company to hold the office for a term of 5 (five)consecutive years from the conclusion of 2nd AGM of the Company till theconclusion of 7th AGM of the Company. In view of completion of the term of M/sUBS and Co. Chartered Accountants at the ensuing (7th ) Annual GeneralMeeting. Your Board of Directors proposed to appoint M/s APT & Co. LLP CharteredAccountants (Firm Reg. No. : 014621C) as Statutory Auditors of the Company to hold theoffice for a period of 5 (five) consecutive years i.e. from the conclusion of this AGMtill the conclusion of 12th AGM of the Company.
c) Secretarial Audit and Auditors
The Secretarial Audit Report issued by M/s Pragnya Pradhan & Associates PracticingCompany Secretaries Secretarial Auditors for the financial year 2018-19 is attached as Annexure"A" to this Report.
There has been no qualification reservation observation disclaimer or adverse remarkin the Secretarial Audit Report.
In pursuance of the provisions of Section 204 of the Act the Board of Directors of theCompany had appointed M/s Pragnya Pradhan & Associates Practicing Company Secretariesfor conducting secretarial audit of the Company for the financial year 2019-20.
9) DISCLOSURES UNDER THE ACT READ WITH RULE 8 OF COMPANIES (ACCOUNTS) RULES2014 AND SECRETARIAL STANDARDS
a) The Paid-up Equity Share Capital of the Company as on 31st March 2019was Rs. 105119 290. There is no Change in the paid up Share Capital of the Companysince last year.
b) 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 Act in Form AOC-2 is not applicable.
c) The extract of the annual return as provided under sub-section (3) of section 92 ofthe Act is attached as Annexure-"B"
d) 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;
e) The particulars of loans and guarantees given and investments made under section 186of the Act are given in the notes to the Financial Statements.
f) During the year the Statutary auditors and the secretarial auditors have notreported any fraud under Section 143(12) of the Act and the Companies (Audit and Auditors)Rules 2014.
g) No significant and material orders have been passed by the regulators or courts ortribunals impacting the going concern status of the Company's operations in future.However IFCI has filed an O.A. No. 84/2017 before Hon'ble Debts Recovery Tribunal-I Delhititled as IFCI Vs. Jindal India Powertech Limited (Subsidiary of the Company) wherein theCompany is defendant no. 2 as it had pledged shares (a)15.41 Lakh Equity Shares of Rs.10/- each and (b) 34.59 Lakh zero percent Redeemable Preference Shares of Rs. 10/- eachof Jindal India Powertech Limited with IFCI as security for the Optionally ConvertibleDebentures (OCD) issued by Jindal India Powertech Limited. The Company has not given anycorporate guarantee in this regard.
h) No material changes and commitment occurred between the end of the Financial Yearof the Company to which the Financial Statements relate and the date of the report whichcould affect the financial position of the Company.
i) Cost records as specified by the Central Government under sub section (1) of section148 of the Act are not applicable on the Company.
j) Remuneration Policy In pursuance of the provisions of Section 178 of the CompaniesAct 2013 and Listing Regulations the Company has formulated a Remuneration Policy whichis available at Company's website http://www.jpifcl.com/financial/ Remuneration_Policy.pdfThe Remuneration Policy inter-alia includes the appointment criteria &qualification requirements process for appointment & removal retirement policy andremuneration structure & components etc. of the Directors KMP and other seniormanagerial personnel of the Company.
k) Energy conservation technology absorption and foreign exchange earnings and outgoThe Company is not engaged in manufacturing activities and hence the particularspertaining to conservation of energy and technology absorption are not applicable on theCompany.
Further as the Company is a core investment Company foreign exchange earnings andoutgo stipulated under Section 134(3)(m) of the Act read with Rule 8 of The Companies(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 strengthning of the company's risk managementsystem.
m) Vigil Mechanism and Whistle Blower Policy
The Company has devised a vigil mechanism in the form of a Whistle Blower Policy inpursuance of provisions of Section 177(10) of the Act and details whereof is available onthe Company's website at http://jpifcl.com/investors.html. During the year under reviewthere was no complaint received under this mechanism.
n) Deposits During the year the Company has not accepted any deposits from the publicunder Chapter V of the Act. There was no public deposit outstanding as at the beginningand end of the financial year 2018-19.
o) Particulars of Employees The human resource is an important asset which has playedpivotal role in the performance and growth of the Company over the years. Your Companymaintains very healthy work environment and the employees are motivated to contributetheir best in the working of the Company. The information required to be disclosed inpursuance of Section 197 of the Companies Act 2013 read with the Companies (Appointmentand Remuneration of Managerial Personnel) Rules 2014 is attached as Annexure"E" to this Report.
p) The Company has constituted a Corporate Social Responsibility (CSR) Committee andhas developed its CSR Policy which is available on the website of the Company athttp://www.jpifcl.com/investors.html Further the Company during the year under review didnot meet the criteria in terms of section 135 of the Act and the Companies (CorporateSocial Responsibility) Rules 2014 and hence your Company was not required to spend anyamounts towards CSR based activities for the financial year 2018-19.
q) Disclosure under Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013 Your Company has in place a Policy on prevention of SexualHarrassment at workplace at Group Level. This Policy is in line with the requirements ofthe Sexual Harassment of Women at the Workplace (Prevention Prohibition & Redressal)Act 2013.
As per the said Policy an Internal Complaints Committee is also in place at GroupLevel to redress complaints received regarding sexual harassment. There was no complaintreceived from an employee during the financial year 2018-19 and hence no complaint isoutstanding as on 31st March 2019 for redressal.
r) The Company has complied with the applicable Secretarial Standards prescribed undersection 118(10) of the Act.
10) DIRECTORS RESPONSIBILITY STATEMENT
Your Directors hereby state that:
i. in the preparation of the annual accounts the applicable accounting standards havebeen followed and no material departures have been made from the same;
ii. 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 31st March 2019 and ofthe profit and loss of the Company for the year ended 31st March 2019;
iii. the Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;
iv. the Directors have prepared the annual accounts on a going concern basis;
v. 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
vi. the Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively.
Your Directors would like to express their gratitude to all the stakeholders includingfinancial institutions Banks and various State and Central Government authorities fortheir co-operation extended to the Company. Directors also take this opportunity to thankthe shareholders customers suppliers and distributors for the confidence reposed by themin the Company. The employees of the Company contributed significantly 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 and on behalf of Board of Directors || |
|Place : New Delhi ||Ghanshyam Dass Singal ||Vinumon K. Govindan |
|Date : 14th August 2019 ||(Managing Director) ||(Director) |
| ||DIN: 00708019 ||DIN: 007558990 |