DIRECTORS' REPORT TO THE MEMBERS, Your Directors have pleasure in presenting the Twelfth Annual Report together with the audited financial statements of the Company for the year ended 31st March 2015. OPERATIONS During the year under review, your company has earned revenue from operations of Rs. 32582 lacs and earned operation profit of Rs. 526 lacs. The Company is looking forward positively to do better in coming years in view of adequate measures taken by the company to prevent the operation losses. The Company is continue to have marketing tie up with Kodak (Singapore) Pte. Limited, as their Authorised Seller in India to promote, market, sell and distribute its products such as photographic paper, chemicals and Retail System Solution portfolio of thermal printers and media. DIVIDEND The Board of Directors has not recommended any dividend during the financial year to use internal accruals within the Company for meeting its future business requirements. DIRECTORS The Board of the Company has been re-constituted in compliance of the provisions of the Companies Act, 2013 read with rules made thereunder as amended from time to time and also in compliance of Listing Agreement with the Stock Exchanges. Mr. Shammi Gupta who retires by rotation and being eligible, offers himself for re-appointment. Ms. Gunjan Gupta has resigned from the office of the director w.e.f 30th May, 2015. Ms. Geeta Gilotra has recommended to be appointed as director on the Board of the Company. NUMBER OF MEETINGS The Board met nine times during the Financial Year, the details of which are given in the Corporate Governance Report that forms part of this Annual Report. The intervening gap between any two meetings was within the period prescribed by the Companies Act, 2013. DETAILS OF LOAN & GUARANTEE The details of loans, guarantees and investments under Section 186 of the Companies Act, 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, 2015 (including investments made in previous years). The details of which are given in the Note 12 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. 425.50 lacs (ii) Jindal Imaging Ltd. : Rs. 19.45 lacs c) Details of Corporate Guarantee given by the Company (i) To Axis Bank Limited in respect loan given to Mandakini Coal Co Ltd. : Rs. 2026 lacs (ii) To IFCI in respect loan given to Mandakini Coal Co Ltd. : Rs. 6667 lacs RISK MANAGEMENT Your Company recognizes that risk is an integral part of business and is committed to manage the risks in a proactive and efficient manner. Your Company periodically assesses risks in the internal and external environment, along with the cost of treating risks and incorporates risk treatment plans in its strategy. The Internal Audit Department facilitates the execution of Risk Management Practices in the Company, in the areas of risk identification, assessment, monitoring, mitigation and reporting. The Company has laid down procedures to inform the Audit Committee as well as the Board of Directors about risk assessment & management procedure and status. All properties, including building, plant, machinery, furniture, fixture, stock and stock in transit of the Company have been properly insured against all kind of risks. ISSUE OF SHARE CAPITAL There is no further issue of share capital during the year. DEPOSITS 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 the appropriate characteristics, qualification, skills and experience for the Board as a whole and its individual members with the objective of having a Board with diverse backgrounds and experience. As per the provisions of Section 178(3) of the Companies Act, 2013, the Nomination and Remuneration Committee has formulated a "Policy on Remuneration of Director, Key Managerial Personnel Personal & Senior Employees' and same can be assessed at the website of the company. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS The Company proactively keep its Independent Directors informed of the activities of the Company, its management and operations and provides an overall industry perspective as well as issues being faced by the Industry. The Policy on the Company's familiarization programme for Independent Directors has been uploaded at the company's website. INDEPENDENT DIRECTORS DECLARATION The Company has received the necessary declaration from each Independent Director in accordance with Section 149(7) of the Companies Act, 2013, that he meets the criteria of independence as laid out in sub section (6) of Section 149 of the Companies Act, 2013 and Clause 49 of the Listing Agreement. BOARD EVALUATION The Board evaluated the effectiveness of its functioning and that of the Committees and of individual directors by seeking their inputs on various aspects of Board/ Committee Governance. The aspects covered in the evaluation included the contribution to and monitoring of corporate governance practice and the fulfillment of Directors' obligations and fiduciary responsibilities, including but not limited to, active participation at the Board and Committee meetings. Meeting with Independent directors and the Chairman of the Nomination and Remuneration Committee had one-on-one meetings with the Executive and Non-Executive Directors. These meetings were intended to obtain Directors' inputs on effectiveness of Board/Committee processes. CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE In compliance with Section 135 of the Companies Act, 2013, the Board of Directors has constituted the QSR Committee. The terms of reference of the CSR Committee broadly comprises: 1. To formulate CSR Policy and include activities that may be undertaken by the Company as specified in Schedule VII of the Companies Act, 2013. 2. To recommend the amount of expenditure to be incurred on the activities referred above. 3. To monitor the CSR Policy of the Company from time to time. During the year under review, Corporate Social Responsibility Committee met on 11th February, 2015 and the same was attended by all the committee members. The Company wanted to spend the amount on its own by undertaking the projects, programs or activities as specified in Schedule VII of the Companies Act, 2013. However the Company could not undertake the activities due to loss incurred in financial year 2013-2014 and 2014-2015. Accordingly, the Annual Report on the CSR activities has not been included in this report. Corporate Social Responsibility Policy been included as part of the Directors Report as "Annexure - I" thereto and can be assessed at the website of the Company. DIRECTORS' RESPONSIBILITY STATEMENT In accordance with the provisions of section 134(5) of the companies act, 2013 the board hereby submits its responsibility statement:- (a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures; (b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period; (c) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets 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 the Company and that such Internal Financial Controls are adequate and were operating effectively. (f) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. COMMITTEES OF THE BOARD Due to change in the composition of the Board of the Company and to comply with the requirements of the Companies Act, 2013, read with rules made thereunder as amended from time to time and Listing agreement with the Stock Exchanges at present, the followings committees of the Board has been constituted/reconstituted comprises of the following directors:- (a) Audit Committee: Sh Kamal Kumar Jain, Chairman Sh Shiv Kumar Mittal Sh. Shammi Gupta (b) Corporate Social Responsibility Committee Sh Shiv Kumar Mittal, Chairman Sh Shammi Gupta Sh. Uttam Garodia (c) Nomination and Remuneration Committee Sh Kamal Kumar Jain, Chairman Sh Shiv Kumar Mittal Sh. Uttam Garodia (d) Stakeholders Relationship Committee Sh Kamal Kumar Jain, Chairman Sh Shiv Kumar Mittal Sh Shammi Gupta LISTING OF SHARES The equity shares of your company are listed on National Stock Exchange of India Limited and BSE Limited (known as Bombay Stock Exchange). The listing fee for the year 2015-2016 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 pursuant to the provisions of Clause 49 of the Listing Agreement, a Vigil Mechanism 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 the website of the Company. RELATED PARTY TRANSACTIONS The Related Party Transactions that were entered during the financial year under review were on arm's length basis and were in the ordinary course of business. There were no materially significant Related Party Transactions entered into by the Company during the year under review. None of the Directors has any pecuniary relationships or transactions vis-a-vis the Company. The Board of Directors, on the recommendation of the Audit Committee, has approved a policy to regulate transactions between the Company and its Related Parties, in compliance with the applicable provisions of the Companies Act, 2013, the Rules made there under and Clause 49 of the Listing Agreement. The Policy on Related Party Transactions has been uploaded on the website of the Company. Particulars of contracts/arrangements entered into by the company with related parties referred to in sub section (1) of section 188 of the Companies Act, 2013 including certain arm's length transactions under third proviso thereto is enclosed as "Annexure-VII" DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY The Board of Directors has adopted the Risk Management Policy which sets out the framework for the management of risks faced by the Company in the conduct of its business to ensure that all business risks are identified, managed and monitored. The contents of Risk Management Policy have been included in Management Discussion and Analysis forming part of this report. INTERNAL CONTROLS SYSTEMS AN D THEIR ADEQUACY The Company has proper and adequate system of internal controls. The information about Internal Controls is set out in the Management Discussion and Analysis forming part of this report. INTERNAL FINANCIAL CONTROLS The Company has established Internal Financial Control System for ensuring the orderly and efficient conduct of the business including adherence to Company's policies, the safeguarding of assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable Financial Statements. CORPORATE GOVERNANCE The Company has complied with all the mandatory provisions of Corporate Governance as prescribed in terms of clause 49 of the Listing Agreement with the Stock Exchanges. A separate report on Corporate Governance is included as a part of the Annual Report along with Auditor's Certificate on its compliance. CONSOLIDATED FINANCIAL STATEMNTS In accordance with Accounting Standard 21 - Consolidated Financial Statements, the consolidated accounts form part of this report & accounts. These accounts have been prepared from the audited financial statements received from Joint Venture/Subsidiary Companies, as approved by their Board of Directors. Consolidated Financial Statements also reflects minority interest in associates as per Accounting Standard - 23 on "Accounting for investments in associates in Consolidated Financial Statements and proportionate share of interest in Joint Venture as per Accounting Standard - 27 on "Financial Reporting of interest in Joint Ventures." Pursuant to the provisions of Section 129 of the Companies Act, 2013 and rules framed thereunder, the salient features of the financial statements, performance and financial positions of each subsidiary and a joint venture is enclosed as "Annexure-II" SUBSIDIARY COMPANIES AND THEIR FINANCIAL STATEMENTS Jindal Imaging Limited, Cornet Ventures Limited, Jindal Photo Imaging Limited (Formally known as Jindal Photo Investments and Finance Limited), Jindal India Powertech Limited, Jindal India Thermal Power Limited, Hindustan Powergen Limited, Edward Supply Private Limited and Jindal Solar Powertech Limited are continuing to be the subsidiaries of the Company during the period under review. Consolidated Mining Limited, Mandakini Exploration and Mining Limited, Xeta Properties Private Limited, Opus Conbuild Private Limited, Opus propbuild Private Limited has become subsidiaries of the Company during the financial year. The Audited Annual Accounts and related information of these subsidiaries will be made available, upon request and also be open for inspection at the Registered Office, by any Shareholder. DEMERGER OF MANUFACTURING DIVISION OF THE COMPANY The Board of Directors of Jindal Photo Limited at their meeting held on 12th January 2015 approved the scheme of arrangement ('the scheme') between Jindal Photo Limited ("Demerged Company") and Jindal Poly Films Limited ("Resulting Company") for the demerger of the demerged undertaking (as defined in part (III) of the Scheme - Business of Manufacture, production, sale and distribution of photohraphic products of demerged company into the Resulting Company. As per the scheme, the Demerged Undertaking of Jindal Photo Limited will stand transferred to the Resulting Company with effect from 1st April 2014, the Appointed Date. The scheme has already been approved by BSE Limited ("BSE") and National Stock Exchange of India Limited ("NSE") vide letter dated 11.03.2015 & 12.03.2015 respectively. Meeting of equity shareholders and secured creditors of the Company has been convened on 13th August'2015 as per the direction of Hon'ble High Court of judicature at Mumbai. Pending approval of the Shareholders, Creditors and Honourable High Court of judicature at Mumbai, the core operations to be transferred to the Resulting Company i.e. Business of Manufacture, production, sale and distribution of photohraphic products were carried on in trust for the period from 1st April 2014 till 31st March 2015 by the Demerged Company. REMUNERATION OF THE DIRECTORS / KEY MANAGERIAL PERSONNEL (KMP) AND PARTICULARS OF EMPLOYEES Disclosures with respect to the remuneration of Directors and employees as required under Section 197 of Companies Act, 2013 and Rule 5(1) and 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 List of Employees of the Company employed throughout the Financial Year 2014-15 and were paid remuneration not less than Rs. 60 Lacs per annum and employees who have worked for the part of the year and were paid remuneration during the Financial Year 2014-15 at a rate which in aggregate was not less than Rs. 5 Lacs per month: (i) The percentage decrease in the median remuneration of employees in the financial year is 41.1%. (ii) The number of permanent employees are 162. (iii) The explanation on the relationship between average decrease in remuneration and Company performance are not comparable due to losses. (v) Variations in the market capitalization of the Company, price earnings ratio as at the closing date of the current financial year and previous financial year and percentage increase over decrease in the market quotations of the shares of the Company in comparison to the rate at which the Company came out with the last public offer in case of listed companies, and in case of unlisted companies, the variations in the net worth of the Company as at the close of the current financial year and previous financial year (vi) Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration. Company has incurred losses during last two financial year. Therefore remuneration has not been compared (vii)Comparison of remuneration of the Key Managerial Personnel against the performance 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 the directors: NIL (ix) The ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year: NIL (x) The remuneration paid to the Directors / Key Managerial Personnel (KMP) is in accordance with the remuneration policy of the Company. SHARE REGISTRY ACTIVITIES In terms of SEBI circular No. D&CC/FITTC/CIR-15/2002 dated 27th December, 2002, your company has appointed M/s Link Intime India Pvt Limited (formerly Intime Spectrum Registry Limited), a Category I, Registrar and Share Transfer Agent registered with SEBI to handle the work related to share registry. AUDITORS M/s B K Shroff & Company, Chartered Accountants, New Delhi, the statutory auditors of your Company are retiring at the ensuing Annual General Meeting and being eligible, we recommend their re-appointment. They have furnished a certificate to the effect that their re-appointment, if made, will be in accordance with the provisions of Companies Act, 2013. AUDITORS' REPORT The comments / observations of Auditors are explained wherever necessary in the appropriate notes to the accounts which are self-explanatory and do not call for further explanation. SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT The Board had appointed M/s Grover Ahuja & Associates, Company Secretaries in Whole -time Practice, to carry out Secretarial Audit under the provisions of Section 204 of the Companies Act, 2013 for the financial year 201415. The report of the Secretarial Auditor is annexed to this report as Annexure III. The report does not contain any qualification. NOMINATION AND REMUNERATION POLICY The Board of Directors, on the recommendation of the Nomination & Remuneration Committee, has approved a policy for selection, appointment & remuneration of Directors, 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 A statement containing necessary information, as required under the Companies (Accounts) Rules, 2014 is enclosed as "ANNEXURE - V" and forms part of this report. EXTRACT OF ANNUAL RETURN The details forming part of the extract of the Annual Return as provided under sub-section (3) of Section 92 in Form MGT 9 is enclosed in "ANNEXURE - VI". ISO 9001:2008 ACCREDITATION Your Company's manufacturing facilities at Dadra & Nagar Haveli continues to maintain ISO Standard and achieved the prestigious ISO 9001:2008 Certification by BM TRADA, a leading international certification company. ACKNOWLEDGEMENT Your Directors take this opportunity to express their sincere appreciation towards the whole-hearted support and co-operation of M/s Fujifilm Corporation, Japan, M/s Fuji Hunt Photographic Chemicals Pte Ltd., Singapore, Kodak (Singapore) Pte. Limited, Banks and various government authorities. The Directors also thank its Agents, Dealers and Customers for their continued patronage of the Company's products. For and on behalf of the Board (Shammi Gupta) Managing Director DIN:00006384 (Kamal Kumar Jain) Director DIN: 00649522 Place : New Delhi Dated : 10th August, 2015 |