DIRECTORS' REPORT To the members Your Directors have pleasure in presenting this Third Annual Report together with the Audited Accounts of the Company for the financial year ended 31st March, 2015. OPERATIONS During the year your Company has incurred a loss of Rs. 15.84 Lacs as compared to Profit after tax of Rs. 738.04 Lacs in the previous year. DIVIDEND Due to losses/absence of profits, your Directors expresses its inability to recommend any Dividend for the year under review. DEPOSITS The Company has not accepted any deposit and in this regard the provisions of erstwhile Companies Act, 1956 and Companies Act, 2013 are not applicable to the Company. DIRECTORS Following changes in the Board of Directors have taken place from Last Annual General Meeting till the date of this report: 1) Mr. Rashid Jilani and Mr. R.K. Pandey, Independent Directors resigned from the Board w.e.f. 29th April, 2015. The Board places on record its sincere appreciation for the valuable services rendered by Mr. Rashid Jilani and Mr. R K Pandey during their tenure as Directors of the Company. 2) Mr. Pratip Chaudhury was appointed an Independent Director w.e.f. 29th April, 2015 and resigned w.e.f. 13th August, 2015. The Board places on record its sincere appreciation for the valuable services rendered by Mr. Pratip Chaudhury during his tenure as Director of the Company. 3) Ms. Gunjan Gupta, a Director on the Board resigned w.e.f. 27th May, 2015. The Board places on record its sincere appreciation for the valuable services rendered by Ms. Gunjan Gupta during her tenure as Director of the Company. 4) Mr. Shiv Kumar Mittal was appointed an Independent Director w.e.f. 29th April, 2015. 5) Mr. Amit Jain was appointed an Independent Director w.e.f. 13th August, 2015. 6) Ms. Aastha Sharma was appointed a Director w.e.f. 13th August, 2015. SHARE CAPITAL The paid-up equity share capital as on 31st March, 2015 was Rs. 10,51,19,290. During the year under review, the Company has neither issued Shares with Differential Voting Rights nor granted Stock Options nor Sweat Equity. As on 31st March, 2015 none of the Directors of the Company held shares or convertible instruments of the Company. AUDITORS & AUDIT REPORT The Statutory Auditors of the Company, M/s. UBS & Co., Chartered Accountants, Delhi (Firm Registration No. 012351N were appointed as Statutory Auditors by the members in the last Annual General Meeting for 5 (Five) years. Their appointment would be ratified at the ensuing Annual General Meeting. The observations of the Auditors and the relevant notes on the accounts forming part of the Financial Statements as at 31st March, 2015, are self-explanatory and therefore do not call for any further comments. INTERNAL AUDITORS The Board of Directors of your Company has re-appointed M/s. S.K. Surana & Co., Chartered Accountants, New Delhi as Internal Auditors pursuant to the provisions of Section 138 of the Companies Act, 2013 for the financial year 2015-2016. SECRETARIAL AUDITORS The Board had appointed M/s Pragnya Pradhan & Associates, Practicing Company Secretaries, Delhi as Secretarial Auditor pursuant to the provisions of Section 204 of the Companies Act, 2013. The Report of the Secretarial Auditor is annexed to the Report as per Annexure '1'. There is no qualification in the Report . SUBSIDIARY COMPANIES M/s Jindal Poly Films Investment Limited is Subsidiary Companies u/s 2(87) of the Companies Act, 2013. In accordance with the General Circular issued by the Ministry of Corporate Affairs, Government of India, the Financial Statements and other documents of the subsidiary companies are not being attached with the Balance Sheet of the Company. The Company will make available the Annual Accounts of the subsidiary companies and the related detailed information to any member of the Company, who may be interested in obtaining the same. The annual accounts of the subsidiary companies will also be kept open for inspection at the Registered Office of the Company. The Consolidated Financial Statements presented by the Company include the financial results of its Subsidiary Companies & Associate Companies. Financial position of the each of the Subsidiaries is provided in a separate statement attached to the Financial Statement pursuant to first proviso to Section 129(3) of the Companies Act, 2013. CONSOLIDATED FINANCIAL STATEMENTS In accordance with the Accounting Standard-21, Consolidated Financial Statements read with Accounting Standard-27 on Financial Reporting of Interest in Joint Ventures and Accounting Standard-23 on 'Accounting for Investments in Associates' issued by the Institute of Chartered Accountants of India, your Directors have pleasure in attaching the consolidated financial statements, which form part of the Annual Report & Accounts. CORPORATE GOVERNANCE Your Company has taken adequate steps to ensure compliance with the provisions of Corporate Governance as prescribed under the Listing Agreement with the Stock Exchanges. A separate Report on Corporate Governance along with Report on Management Discussion and Analysis is enclosed as part of the Annual Report. DIRECTORS' RESPONSIBILITY STATEMENT Your Directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013: a. That in the preparation of the Annual Financial Statements for the year ended 31st March, 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any; b. That the Company has selected such accounting policies and applied consistently and judgements and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2015 and of the Profit of the Company for the year ended on that date; c. That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d. That the annual financial statements have been prepared on going concern basis; e. That proper Internal Financial Controls were in place and that the financial controls were adequate and were operating effectively. f. That systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively. The Company's Internal Auditors have conducted periodic audit to provide reasonable assurance that the Company's established policies and procedures have been followed. The Audit Committee constituted by the Board reviews the internal control and financial reporting issues with Internal Auditors. CORPORATE SOCIAL RESPONSIBILITY With the enactment of the Companies Act, 2013 and the Companies (Corporate Social Responsibility) Rules, 2014 read with various clarifications issued by the Ministry of Corporate Affairs, every Company having the net worth of Rs.500 crores or more or turnover of Rs.1000 crores or more or net profit of Rs.5 crore or more during any financial year have to spend at least 2% of the average net profit of the Company made during the three immediately preceding financial years. Accordingly, the Company has to do CSR activities for an amount of apx. Rs. 18.87 lacs based on the average profits of preceding financial years. The Company has already constituted a Corporate Social Responsibility Committee. However, the Company has not spent any amount of CSR as it could not find meaningful projects during the year. Further the Company being an investment company , has to take care of its financial commitments and has to keep a cushion on its finances in the ordinary course of business. During the current year, Your Directors are hopeful that the Company will move forward in this direction. The Annual Report on CSR activities is attached as Annexure 2 which form part of this Report DISCLOSURE UNDER COMPANIES ACT, 2013 (i) Extracts of Annual Return The details forming Part of the Extracts of Annual Return is annexed as per Annexure '3'. (ii) Meetings During the year, Six Board Meetings and Four Audit Committee Meetings were convened and held. The details of which are given in Corporate Governance Report. (iii) Composition of Audit Committee The Board has constituted a Audit Committee, which comprises of Mr. Shiv Kumar Mittal as the Chairman and Mr. G.D. Singal, Mr. Amit Jain as the Members. More details about the Committee are given in the Corporate Governance Report. (iv) Related Party Transactions No one of the transactions with any of related parties were in conflict with the Company's interest. Suitable disclosure as required by the Accounting Standards (AS18) has been made in the notes to the Financial Statements. The Related Party Transactions Policy as approved by the Board is uploaded on the Company's website www.jpifcl.com at the weblink . The details of the transaction with Related Party are provided in the accompanying financial statements. (v) Particulars of Loans, Guarantees and Investments Details of Loans, Guarantees and Investments, if any, covered under the Provisions of Section 186 of the Companies Act, 2013 are given in the accompanying Financial Statements. (vi) Risk Management The Company has laid down procedures to inform Board members about the risk assessment and minimisation procedures. These procedures are periodically reviewed to ensure that executive management controls risk through means of a properly defined framework. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS There are no significant, material orders passed by the Regulators or Courts, which would impact the going concern status of the Company and its future operations. VIGIL MECHANISM AND WHISTLE BLOWER POLICY The Company has adopted a Whistle Blower Policy/Vigil Mechanism. The purpose of this policy is to create a fearless environment for the Directors and employees to report any instance of unethical behavoiur, actual or suspected fraud or violation of Company's code of conduct. This policy has also been posted on the website of the Company at www.jpifcl.com at the weblink <http://jpifcl.com/financial/Vigil_Mechanism.pdf>. BOARD EVALUATION Pursuant to the Provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an Annual Performance Evaluation of its own performance and the Directors individually. The manner of evaluation of Non-Independent Directors, Chairman and the Board as a whole was done at a separate meeting held by Independent Directors. The performance evaluation of Independent Directors was done by entire Board, excluding Directors being evaluated. REMUNERATION POLICY The Board has framed a Policy for selection of and appointment of Directors, Senior Management and their Remuneration. The information required under section 197 of companies Act, 2013 and the Rules made thereunder, in respect of employees of the Company, is given as per Annexure 4 of this Report. PARTICULARS OF EMPLOYEES 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 employees of the Company is NIL. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule, 8 of The Companies (Accounts) Rules, 2014 are NIL. PERSONNEL Personnel relations with all employees remained cordial and harmonious throughout the year. Your Directors wish to place on record their sincere appreciation for the continued, sincere and devoted services rendered by all the employees of the Company. ACKNOWLEDGEMENT The Directors express their gratitude and thanks to the Financial Institutions & Banks and all other Business Associates for their continued co-operation and patronage. For & On behalf of the Board HEMANT SHARMA Chairman (DIN 00708019) G D SINGAL Managing Director (DIN 05235723) |