jindal poly film share price Directors report

The Directors present this 49^th Annual Report of Jindal Poly Films Limited ("the Company") on the business and operations of the Company together with Audited Financial Statements for the financial year ended31^st March 2023.

1. SUMMARY OF FINANCIAL RESULTS

The Standalone and Consolidated Financial Results for the financial year under review are given below:

	Standalone		Consolidated
Particulars	Year Ended		Year Ended
	31st March 2023	31st March 2022	31st March 2023	31st March 2022
Total Income from Operations	2,48,132	5,86,924	4,69,687	5,87,758
Other income	56,306	27,960	64,730	29,973
Profit before finance cost, depreciation and tax	99,874	6,14,884	1,00,495	6,17,731
Finance Cost	4,384	2,780	14,828	2,839
Depreciation	8,654	15,046	17,430	15,319
Net Profit for the period (before Tax, Exceptional and Extraordinary Items)	86,836	1,53,072	68,237	1,63,615
Exceptional Items gain / (loss)	1,09,478	10557	(22,697)	10557
Net Profit/ (Loss) for the period before Tax	1,96,314	1,63,629	45,540	1,63,615
Total Tax (including Current Tax, current tax adjustment and Deferred Tax)	22,196	44,202	13,647	43,991
Net Profit and loss for the period	1,74,118	1,19,427	31,893	1,19,624
Total Comprehensive Income for the period (Comprising Profit / (Loss) for the period (after Tax) and Other Comprehensive Income (after Tax) attributable to Equity Holders of the parent	1,74,362	1,19,637	32,098	119,856
Paid up Equity Share Capital (Face Value of Rs. 10/- each)	4,379	4,379	4,379	4,379
Earnings / (Loss) Per Share (EPS) (of INR. 10/- each) on Net Profit (Not annualised)- Basic and Diluted	397.65	272.75	72.84	273.20

2. CONSOLIDATED FINANCIAL STATEMENTS

The Audited Consolidated Financial Statements in addition to the Audited Standalone Financial Statements pursuant to Section 129(3) of the Companies Act, 2013 (Act) read with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI Listing Regulations) and prepared in accordance with the Indian Accounting Standards prescribed by the Institute of Chartered Accountants of India is part of this Annual Report.

The Consolidated Profit and Loss Account for the period ended31^st March 2023, includes the Profit and Loss Account for the Subsidiaries/ Associates for the Financial Year ended 31^st March 2023. (Refer Form AOC – 1 attached as Annexure- I to Board report).

In accordance with the third proviso of Section 136(1) of the Companies Act, 2013, the Annual Report of the Company, containing therein its standalone and the Consolidated Financial Statements have been placed on the website of the Company in the Annual report section at https://www.jindalpoly.com/download-reports.

3. COMPANYS PERFORMANCE

During the year, the key highlights of the Companys performance during the Financial Year 2022-23 are as under:

Revenue from operations on standalone basis was INR. 2,48,132 Lakhs as against INR 5,86,924 Lakhs in the previous

Financial Year.

Net Profitforthe period before Tax, Exceptional and Extraordinary Items on standalone basis was INR. 86,836 Lakhs as against INR. 1,53,072 Lakhs in the previous Financial Year.

Net Profit after Tax on standalone basis was INR. 1,74,118 Lakhs as against INR 1,19,427 Lakhs in the previous

Financial Year.

The earnings per equity share on standalone basis stood at INR 397.65 as against INR. 272.75 in the previous financial year.

4. QUALITY MANAGEMENT SYSTEM

Our manufacturing units are certified to the following standards:

ISO 9001: Quality Management System

BRC Global Standard for Packaging Material (BRCGS Certificate)

ISO 50001:2018: Management System Certificate

5. SUBSIDIARIES/JOINT VENTURES/ASSOCIATE COMPANIES

As on 31^st March 2023, the Company has Eight (8) Subsidiaries and Two (2) Associate Companies. Companies which have become or ceased to be Companys Subsidiaries, Joint Venture or Associate Companies, specifics of which can be found in the AOC-1 report, attached as Annexure I to this Report. Pursuant to Section 129(3) of the Companies Act, 2013 and Accounting Standards issued by the Institute of Chartered Accountants of India, Consolidated Financial Statements presented by the Company include the Financial Statements of its Subsidiaries, a complete set of same, alongwithsubsidiary-specificaudited accounts and pertinent documentation, is accessible on the Companys website https://www.jindalpoly.com/download-reports.

Subsequent to the fiscal period, JPFL Films Private Limited, subsidiary has gained status as a material subsidiary within our corporate structure. In order to provide clear parameters for such categorization, the Company has devised and implemented a rigorous policy to ascertain what constitutes ‘material subsidiaries. This policy is publicly available and can be reviewed on our Company website at https://www.jindalpoly.com/Uploads/image/112imguf_MaterialSubsidiary-Policy.pdf.

Acquisition of S M I Coated Products Private Limited by Jindal Polypack Limited, Wholly Owned Subsidiary

Jindal Polypack Limited, a wholly owned subsidiary of the Company entered into an agreement to acquire 100% shareholding of SMI Coated Products Private Limited which is engaged in the manufacturing of pressure sensitive label stocks as on 28^th April 2022. SMI Coated Products Private Limited now stands merged with Jindal PolyPack Limited vide NCLT Mumbai order dated 04^th August 2023.

Acquisition of 100% holding of JPF Netherlands Investment B.V.

The Board of Directors of the Company in its meeting held 30^th May 2023, approved to enter into an agreement to acquire 100% shareholding of JPF Netherlands Investment B.V., a Netherland based entity, which is engaged into the business of packaging films business through its three operational wholly owned subsidiaries based out in France, Italy, and United Kingdom. These operational entities are into the business of manufacturing of speciality, nylon, coated and metalized films and laminates. The products are mainly used as flexible packaging in foods, pharma, and luxury industry.

The acquisition of said entity stands completed on 21^st July 2023 and it has become the Wholly owned subsidiary of the Company w.e.f. said date.

6. SHARE CAPITAL

During the year under review, the Companys issued, subscribed and paid-up equity share capital, stood at INR 43,78,64,130 divided into 43,786,413 equity shares of INR 10/- each.

The equity shares of the Company are listed with BSE Limited and National Stock Exchange of India Limited. There are no arrears on account of payment of listing fees to the said Stock Exchanges. The Promoters and Persons acting in concert with them holds 74.55% of Total Equity Share Capital of the Company as on 31^st March 2023.

7. TRANSFER TO RESERVES

The Company has not transferred any funds to General Reserves out of the amount available for appropriation.

8. DIVIDEND

The Board of Directors has recommended a dividend of INR 4.30 per equity share of INR 10 (Rupees Ten each) (43%) for the financial year ended 31^st March 2023. Dividend is subject to approval by shareholder at the ensuing Annual General Meeting. As per the prevailing provisions of the Income Tax Act, 1961, the dividend, if declared, will be taxable in the hands of the Shareholder at the applicable rates. The Company shall, accordingly, make the payment of Final Dividend after deduction of Tax at Source. Regarding the details of procedure for declaration & payment of dividend, shareholders are requested to refer to the Notice of 49^th Annual General Meeting.

9. CAPITAL EXPENDITURE (STANDALONE)

As on 31^st March 2023, the Gross Fixed Assets including intangible assets stood at INR 1,48,328.47 Lakhs and Net Fixed Assets stood at INR 1,03,874.75 Lakhs. Additions during the year amounted to INR 51,794 Lakhs.

10. CORPORATE GOVERNANCE REPORT AND CODE OF CONDUCT

Your Company is deeply committed to upholding the highest standards of Corporate Governance and continually strives to foster strong trust and relationships with its shareholders, employees, customers, suppliers, and other stakeholders. Our dedication to transparency and accountability is reflected in the comprehensive Corporate Governance section included in the Directors Report of our Annual Report. This section encompasses the adherence to Corporate Governance norms as prescribed in the Listing Regulations 2015, which is further certified by a Practicing Company Secretary.

Furthermore, the Whole-Time Director provides a declaration affirming compliance with the Companys ‘Code of Conduct, emphasizing our unwavering commitment to ethical practices.

By adhering to these robust measures, your Company ensures the promotion of effective Corporate Governance practices, fostering a culture of integrity and responsible decision-making throughout the organization.

11. RISK MANAGEMENT

Pursuant to Section 134(3)(n) of the Act and Regulation 21 of Listing Regulations, the Company has constituted a Risk Management Committee which has been entrusted with the responsibility to assist the Board in (a) approving the Companys

Risk Management Framework and (b) Overseeing all the risks that the organization faces such as strategic, financial,liquidity, security, regulatory, legal, reputational and other risks that have been identifiedand assessed to ensure that there is a sound

Risk Management Policy in place to address such concerns / risks.

The Company has laid down procedures to inform Board members about the risk assessment and minimization procedures. These procedures are periodically reviewed to ensure that executive management controls risk through means of a properly defined framework. The Company has developed a Risk Management Policy for the purpose of identification and monitoring of such risk, that can be accessed on the Companys website at https://www.jindalpoly.com/Uploads/image/437imguf_ JindalPolyUpdatedRMCPolicy.pdf .

12. VIGIL MECHANISM AND WHISTLE BLOWER POLICY

The Company has a Whistle Blower Policy and has established the necessary vigil mechanism for Directors and employees in conformation with Section 177(9) & (10) of the Act and Regulation 22 of SEBI Listing Regulations 2015, to report concerns about unethical behaviour. This policy is available on the Companys website at https://www.jindalpoly.com/Uploads/ image/125imguf_WHISTLEBLOWERPOLICY.pdf . During the year under review, there was no complaint received under this mechanism.

13. DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)S

The Companys Board consists of a skilled team, comprising both executive and non-executive directors. They bring a diverse range of knowledge and expertise to guide the Companys strategic decisions and achieve its business objectives while looking out for the interests of stakeholders.

During the year under review, the non-executive directors had no financial relationships with the Company, except for receiving sitting fees, possible advisory fees, and reimbursement for meeting-related expenses. The Composition of Board is in conformity with the applicable provisions of Act and Listing Regulations. a) Chairman

Mr. Sanjeev Aggarwal (DIN: 00006552), the Independent Director of the Company, is the regular Chairman of the Board. b) Changes to the Board and KMPs Positions:

Mr. V K Gupta, Chief Executive Officer of the Company, resigned from his designation and was hereafter appointed as Chief Executive Officer in JPFL Films Private Limited w.e.f. 02^nd August 2022.

The Board, with effect from 09^th August 2022, re-designated Mr. Sanjeev Saxena (DIN: 07899506), Whole-Time Director to the role of a Non-Executive and Non-Independent Director.

Mr. Devender Singh Rawat (DIN: 09696674), the Chief Financial Officer of the Company, has also been appointed as Whole-Time Director of the Company in Board Meeting dated 09^th August 2022. However, he stepped down from both the roles on 15^th October 2022, due to personal reasons.

Mr. Shashi Bhushan Shugla (DIN:00149705), resigned from the position of Non-Executive Director, effective from 15^th October 2022.

In accordance with the Boards approval on 15^th October 2022, Mr. Vijender Kumar Singhal (DIN: 09763670) joined as a Whole-Time Director and Chief Financial Officer of the Company.

On 14^th November 2022, Mr. Sunit Maheshwari, Company Secretary & Compliance Officer, concluded his tenure with our Company pursuant to his retirement from the Company. Ms. Vaishali Singh, Company Secretary by profession (ACS- 15108), has been appointed as the Company Secretary & Compliance Officer of the Company with effect from 15^th November 2022.

Mr. Devinder Kumar Rithaliya (DIN: 01417408) resigned from the position of Whole-Time Director effective

09^th August 2022. Later, in Board meeting dated 09^th August 2023, he has been appointed as an Additional Whole-Time Director, subject to approval of the shareholders of the Company.

Mr. Punit Gupta (DIN: 00011483), appointed as a Non-Executive Director effective 15^th October 2022, subsequently resigned from the said position on 09^th August 2023, due to personal reasons.

The Act mandates that at least two third of the total number of directors (excluding independent directors) shall be liable to retire by rotation. Accordingly, Mr. Sanjeev Saxena (DIN: 07899506), Non-Executive Director being the longest in the office among the directors liable Annual General Meeting of the Company. eligible,hasoffered himselfforre appointment in the c) Status of Other Directors

Ms. Sonal Agarwal (DIN: 08212478) has been duly re-appointed as an Independent Director of the Company, in accordance with the resolution passed through the Postal Ballot dated 20^th July 2023. Her second term commenced on 28^th August 2023 and will conclude on 27^th August 2028.

Mr. Sanjeev Aggarwal (DIN: 00006552) holds the position of Independent Director of the Company. d) Independent Directors Declaration

All Independent Directors have submitted declarations affirming their independence. They have confirmed their compliance with the requisite criteria as laid out in the Companies Act and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

14. NUMBER OF MEETING OF BOARD OF DIRECTORS

Throughout the year 8 (Eight) Board meetings were conducted in respect of which proper notices agenda and relevant annexures were given and the proceedings were properly recorded. Insights of these Board meetings, along with the Directors attendance records, can be found in the accompanying Corporate Governance Report within this Annual Report.

15. COMMITTEE DETAILS 15.1. AUDIT COMMITTEE

The Audit Committees composition meets with requirements of Section 177 of the Companies Act, 2013 and Regulation 18 of the Listing Regulations, 2015. For details of the meetings of the Audit Committee and attendance of the Members, please refer to Corporate Governance Report attached to this Annual Report.

15.2. NOMINATION & REMUNERATION COMMITTEE

The Nomination & Remuneration Committees (NRC) composition meets with requirements of Section 178 of the Companies Act, 2013 and Regulation 19 of the Listing Regulations, 2015. For details of the meetings of the NRC Committee and attendance of the Members, please refer to Corporate Governance Report attached to this Annual Report.

15.3. ST AKEHOLDERS RELATIONSHIP COMMITTEE

The Stakeholders Relationship Committees (SRC) composition meets with requirements of Section 178(5) of the Companies Act, 2013 and Regulation 20 of the Listing Regulations, 2015. For details of the meetings of the SRC Committee and attendance of the Members, please refer to Corporate Governance Report attached to this Annual Report.

15.4. RISK MANAGEMENT COMMITTEE

The Risk Management Committees (RMC) composition meets with requirements of Regulation 21 of the Listing Regulations, 2015. For details of the meetings of the RMC Committee and attendance of the Members, please refer to Corporate Governance Report attached to this Annual Report.

16. POLICY ON BOARD DIVERSITY

Recognizing the vital role of Board diversity in its success, your Company actively seeks a broad array of expertise encompassing financial acumen, global business understanding, leadership, technological insight, mergers & acquisitions knowledge, strategic planning, sales, marketing, and ESG norms. The Boards diversity policy encapsulates this approach. The Nomination and Remuneration Committee, tasked with reviewing Board composition, recommends new director appointmentsandoverseesannualreviewsofBoardeffectiveness. The Committee has formalized a policy promoting Board diversity, fostering a rich and varied array of directorial insights.

17. STATEMENT OF BOARD OF DIRECTORS

The Board of Directors of the Company are of the opinion that the Directors of the Company appointed/re-appointed during the year possesses integrity, relevant expertise and experience (including the proficiency) required to best serve the interest of the Company. The Directors have confirmed compliance of relevant provisions of Rule 6 of the Companies (Appointments and Qualifications of Directors) Rules, 2014.

18. FAMILIARIZATION PROGRAMME FOR THE INDEPENDENT DIRECTORS

The Company follows a well-structured induction programme for orientation and training of Directors at the time of their joining so as to provide them with an opportunity to familiarise themselves with the Company, its management, its operations and the industry in which the Company operates.

At the time of appointing a Director, a formal letter of appointment is given to him/her, which inter alia explains the role, function, duties and responsibilities expected of him/her as a Director of the Company. The Director is also explained in detail the Compliance required from him/ her under the Companies Act, 2013, the Listing Regulations and other relevant regulations and affirmation taken with respect to the same. The induction programme includes:

<p >1) For each Director, a one-to-one discussion with the Chairman and Managing Director to familiarise the former with the Companys operations.

2) An opportunity to interact with the CEO, CFO & Company Secretary, business heads and other senior officials of the Company, who also make presentationsto briefingthem on the operations Boardmembersonaperiodicalbasis, of the Company, strategy, risks, new initiatives, etc.

The details of the familiarisation programme may be accessed on the Companys corporate website at https://www.jindalpoly. com/Uploads/image/483imguf_JPFL_FAMILIARIZATION-PROGRAMME-FOR-ID-FY23(2).pdf.

19. PERFORMANCE EVALUATION OF THE BOARD AND ITS COMMITTEES DIRECTORS

In terms of provisions of Companies Act, 2013 read with the Rules issued thereunder and Listing Regulations, the Board has adopted a formal mechanism for evaluating the performance of its Board, Committees and individual Directors, including the Chairman of the Board. Further, a structured performance evaluation exercise was carried out based on criteria such as:

Board/Committees composition.

Structure and responsibilities thereof.

Ethics and Compliance.

Effectiveness of Board processes.

Participation and contribution by members.

Information and functioning.

Specific Competency and Professional Experience /Expertise.

Business Commitment & Organizational Leadership.

Board/Committee culture and dynamics; and

Degree of fulfilment of key responsibilities, etc.

The performance of Board, Committees thereof, Chairman, Executive and Non-Executive Directors and individual Directors is evaluated by the Board. The Independent Directors of the Company have also convened a separate meeting for this purpose. The results of such evaluation are presented to the Board of Directors. Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.

20. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Act, the Board of Directors, based on the assurance given of the business operations, to the best of their knowledge and ability, confirm that: i. in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures. ii. they have, in the selection of the accounting policies, consulted the Statutory Auditors and have applied their recommendations consistently and made judgements 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 financial year and of the profit of the Company for that period. iii. they have taken proper and sufficient care to the best of their knowledge and ability, for the maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities. iv. they have prepared the annual accounts on a going concern basis. v. they have laid down internalfinancialcontrols to be followed by the Company and that such internal financial controls were adequate and operating effectively; and vi. they have devised proper system to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

21. REMUNERATION POLICY

The Remuneration Policy, inter-alia, includes remuneration structure & components, etc. of the Directors, KMPs and other senior management personnel of the Company. The Remuneration Policy contains provisions about the payment of fixed

& variable components of remuneration to the Whole-Time Director and payment of sitting fee & commission to the non-executive Directors and describes fundamental principles for determination of remuneration of senior management personnel and other employees. In pursuance of the provisions of Section 178 of the Companies Act, 2013 and SEBI Listing Regulations 2015, the Company has formulated a Remuneration Policy which is available at Companys website https://www.jindalpoly.com/Uploads/ image/115imguf_Remuneration-Policy.pdf.

22. DIVIDEND DISTRIBUTION POLICY

Under the regulation 43A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, the

Company has formulated a dividend distribution policy which aims to maintain a balance between profit retention and a fair, sustainable and consistent distribution of profits among its members. The policy sets out the parameters and circumstances that will be taken into account by the Board in determining the distribution of dividend to its shareholders. The policy is available on the website of the Company under ‘Investor Relations section at https://www.jindalpoly.com/Uploads/image/337imguf_ JPFLDividend-Distribution-policy.pdf .

23. CORPORATE SOCIAL RESPONSIBILITY (CSR)

As a constituent of B.C. Jindal Group, your Companys commitment to Corporate Social Responsibility (CSR) and societal sustainable development is unwavering. A specialized CSR Committee ensures every Board decision considers its social and environmental implications. Our adherence to Section 135 of the Companies Act, 2013, and the CSR Policy Rules, 2014, is demonstrated through the implementation of a comprehensive CSR policy. This policy, accessible on our website at the https://www.jindalpoly.com/Uploads/image/442imguf_JPFLCSRPolicy_16.02.2023.pdf , guides our CSR initiatives.

The CSR section of this Annual Report meticulously documents our years initiatives. Compliance with the CSR Policy Rules, 2014 is outlined in a detailed report in Annexure - II. For additional CSR Committee details, please refer to the enclosed Corporate Governance Report.

24. AUDITORS a) Statutory Auditors

At the 48^th Annual General Meeting (AGM), the Members of the Company approved the reappointment of Singhi & Co.

Chartered Accountants, as Statutory Auditors of the Company for a second term of five years from the conclusion of

48^th AGM till the conclusion of 53^rd AGM of the Company to be held in the year 2027, to examine and audit the accounts of the Company.

The Auditors Report and Notes on Accounts for the financial year 2022-23 are self-explanatory and therefore do not call for any further comments. There are no observations (including any qualification, reservation, adverse remark or disclaimer) of the Auditors in their Audit Report that may call for any explanation from the Directors. Further, the notes to accounts referred to in the Auditors Report are self-explanatory.

During the year, the Auditor had not reported any matter under Section 143 (12) of the Companies Act, 2013, therefore no detail is required to be disclosed under Section 134(3) of the Companies Act, 2013. b) Secretarial Auditors

In pursuance of the provisions of Section 204 of the Companies Act, 2013, the Board of Directors of the Company had appointed M/s DMK Associates, Practicing Company Secretaries for conducting secretarial audit of the Company for the financial year 2023-24.

There are no observations (including any qualification, reservation, adverse remark or disclaimer) of the Secretarial

Auditor in Secretarial Audit Report that may call for any explanation from the Directors. The said Secretarial Audit Report is annexed as Annexure - III to this Report.

During the year, the Auditor had not reported any matter under Section 143 (12) of the Companies Act, 2013, therefore no detail is required to be disclosed under Section 134(3) of the Companies Act, 2013.

c) Cost Auditors

The Board of Directors of the Company had appointed M/s. R. J. Goel & Co., Cost Accountants for conducting audit of cost accounts of the Company, as applicable, for the financial year 2022-23. The Company has maintained the cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013, as required by the Company and such accounts and records are made and maintained as per rule 8(5)(ix) of the Companies Accounts Rules, 2014.

There are no observations (including any qualification, reservation, adverse remark or disclaimer) of the Cost Auditors in their Cost Audit Report that may call for any explanation from the Directors.

During the year, the Auditor had not reported any matter under Section 143 (12) of the Companies Act, 2013, therefore no detail is required to be disclosed under Section 134(3) of the Companies Act, 2013.

In accordance with the Business Transfer Agreement executed during the financial year, the Company transferred its

Packaging Film Business to JPFL Films Private Limited, a subsidiary. Subsequent to this transition, the Harmonized

System Nomenclature (HSN) code associated with our remaining manufacturing operations, specifically pertaining to non-woven fabrics, is not enumerated within the ambit of ‘specified goods as specified by the Central Government.

Consequently, the Company now stands exempt from the mandates of cost audit as prescribed under Section 148 of the Companies Act 2013.

d) Internal Auditors

Pursuant to the provisions of Section 138 of the Companies Act, 2013, the Board had appointed M/s. B.K. Shroff &

Co., Chartered Accountants (FRN 302166F) as Internal Auditors for conducting the Internal Audit of the Company for the financial year 2023-24.

25. SECRETARIAL STANDARDS

During the year, the Company has complied with applicable Secretarial Standards issued by the Institute of the Company Secretaries of India.

26. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTY

With reference to Section 134(3)(h) of the Companies Act, 2013, all contracts and arrangements with related parties under Section188(1) of the Act, entered into by the Company during the Financial Year, were in the ordinary course of business and on an arms length basis. The details of the Related party transactions (RPTs) as required under Accounting Standard are set out in Note 40 to the Standalone Financial Statements forming part of this Annual Report. No Material Related Party Transactions, i.e., Transactions amounting to ten percent or more of the annual consolidated turnover as per the last Audited Financial Statements, were entered during the year by your Company. Accordingly, the disclosure of Related Party

Transactions to be provided under section 134(3)(h) of the Companies Act, 2013, in Form AOC – 2 is not applicable. During the year 2022-23, pursuant to section 177 of the Act and regulation 23 of Listing Regulations, 2015, all RPTs were placed before the audit committee for its approval. All RPTs during the year were conducted at arms length and were in the ordinary course of business. Prior omnibus approval of the Audit Committee has been obtained for the transactions which are of foreseen and repetitive nature. The transactions entered into pursuant to the omnibus approval are presented to the Audit Committee by way of a statement giving details of all related party transactions. The Company has developed a Related

Party Transactions Policy for the purpose of identification and monitoring of such transactions and can be accessed on the

Companys website at https://www.jindalpoly.com/Uploads/image/114imguf_Policy-on-Related-Party-Transactions.pdf .

27. INTERNAL FINANCIAL CONTROLS SYSTEMS

The Company has policies and procedures in place for ensuring orderly and efficient conduct of its business including adherence to the Companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information. The internal financial control is designed to ensure that the financial and other records are reliable for preparing Financial

Statements and other data, and for maintaining accountability of persons. The audit observations and corrective action, if any, taken thereon are periodically reviewed by the Audit committee to ensure effectiveness of the Internal Financial Control

System.

28. PUBLIC DEPOSITS

The Company has not accepted deposit from the public within the ambit of Section 73 of the Companies Act, 2013 and The Companies (Acceptance of Deposits) Rules, 2014.

29. MANAGEMENT DISCUSSION & ANALYSIS REPORT

Pursuant to regulations 34 of the Listing Regulations, Managements Discussion and Analysis Report for the year is presented in a separate section forming part of the Annual Report.

30. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

In todays world, enterprises are recognized as pivotal elements of our social system. They hold a responsibility not only to their shareholders in terms of revenue and profitability, but also to the wider society which equally stands as a stakeholder.

The Business Responsibility and Sustainability Report (BRSR) serves to disclose the Companys performance in alignment with the nine principles of the "National Guidelines on Responsible Business Conduct" (NGRBCs). According to SEBI

Circulars, effective from the fiscal year 2022-23, the compilation and submission of the BRSR is compulsory for the top one thousand listed companies based on market capitalization, a criterion your Company comfortably meets. The BRSR detailing the Companys initiatives from an environmental, social, and governance standpoint, formatted as mandated by SEBI, is annexed to this Report.

31. INDIAN ACCOUNTING STANDARDS, 2015

The annexed Financial Statements comply in all material aspects with Indian Accounting Standards (Ind AS) notified under section 133 of the Act, Companies (Indian Accounting Standards) Rules, 2015 and other relevant provisions of the Act.

32. CHANGE IN NATURE OF BUSINESS, IF ANY

The Company had transferred its Packaging Films Business through Business Transfer Agreement to JPFL Films Private Limited, a subsidiary of the Company on 02^nd August 2022.

33. FIRE AT NASIK PLANT OF SUBSIDIARY COMPANY

On 1^st January 2023, an unfortunate fire accident took place at the plant of the, JPFL Films Private Limited (JFPL), subsidiary of the Company situated at 28^th Km Stone, Nashik Igatpuri Road NH-3, Village Mundegaon, Taluka Igatpuri, Distt. Nashik,

Maharashtra, India. JFPL has written off book value of property, plant and equipment and inventory aggregating of INR 22,697 Lakhs damaged in fire. JFPL is in process to lodge claim with the insurance Company. The insurance appointed two surveyors to assess the loss. Insurance Claim shall be accounted for in the Books of Accounts as and when claim shall be accepted by the insurance Company.

34. INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

In accordance with Section 125 of the Companies Act, 2013, the Company has been transferring relevant amount of unpaid or unclaimed amounts and shares that have exceeded a seven-year period, to the Investor Education and Protection Fund (IEPF) on their respective due dates.

As stipulated by the Investor Education and Protection Fund (Accounting, Audit, Transfer & Refund) Rules, 2016, the Company has made the details of the unclaimed and unpaid amounts currently held by the Company available on the Ministry of Corporate Affairs w ebsite. Shareholders are encouraged to review the Notice of the Annual General Meeting for details on the amounts and respective shares projected to be transferred to the IEPF in the forthcoming year.

35. EXTRACT OF ANNUAL RETURN

Pursuant to the provisions of section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, the draft Annual Return of the Company in the prescribed form as on 31^st March 2023 is available on the website of the Company at https://www.jindalpoly.com/download-reports .

36. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Company have duly complied with the provision of Section 186 of the Companies Act, 2013 during the year under review. The details of loans, guarantees and investments are covered in the notes to the Financial Statements.

37. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Information pursuant to the provisions of Section 134(3) (m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 relating to conservation of energy, technology absorption & foreign exchange earnings and outgo is given by way of Annexure- V to this Report.

38. EMPLOYEE STOCK OPTION, SWEAT EQUITY AND EQUITY SHARES WITH DIFFERENTIAL VOTING RIGHTS

The Company did not issue any Employee Stock Options, Sweat Equity Shares and Equity Shares with differential voting rights during the year 2022-23.

39. PARTICULARS OF EMPLOYEES AND REMUNERATION

In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said Rules are provided as Annexure IV. Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel Rules, 2014)

Having regard to the provisions of the first proviso to Section 136(1) of The Companies Act, 2013 and as advised, the Annual

Report excluding the aforesaid information is being sent to the members of the Company. The said information is available for inspection on all working days, during business hours, at the Registered Office of the Company. Any member interested in obtaining a copy of the same may write to the Company Secretary at cs_jpoly@Jindalgroup.com.

40. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place a policy on prevention of Sexual Harassment at workplace. This policy is in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013 and the Rules thereunder for prevention and redressal of complaints of sexual harassment at workplace.

As per the said Policy, an Internal Complaints Committee is also in place to redress complaints received regarding sexual harassment. There was no complaint received from any employee during the financial year 2022-23.

41. CASH FLOW ANALYSIS

In compliance with the provisions of Regulation 34 of the Listing Regulations, 2015, the Cash Flow Statement for the year ended 31^st March 2023 forms part of this Annual Report.

42. INDUSTRIAL RELATIONS

During the year under review, harmonious industrial relations were maintained in your Company.

43. SAFETY, HEALTH AND ENVIRONMENT (SHE) MEASURES

Protection of the environment is the prime concern of your Company. Your Company complies with the relevant laws and regulations as well as takes additional measures considered if necessary to prevent pollution, maximize recycle, reduce waste, discharges and emissions.

44. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS orders were passed Duringtheyearunderreview,no significant by the regulators or the Courts or the Tribunals impacting the going concern status and the Companys operations in future.

45. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING FINANCIAL POSITION OF THE COMPANY

There were no other material changes / commitments affecting the financial position of the Company or that may require disclosure, between 31^st March 2023, and the date of Boards Report.

46. PROCEEDINGS UNDER INSOLVENCY AND BANKRUPTCY CODE,2016

Pursuant to the provisions of the Insolvency and Bankruptcy Code, 2016, there is one case pending against the Company in

NCLT Allahabad filed by an operational creditor. The matter is sub judice and there is no material impact of this case on the

Company.

47. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE TIME OF ONE-TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANK OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF.

No such event has occurred during the year under review.

48. ACKNOWLEDGEMENT

Your directors would like to sincerely express their gratitude to the financial institutions, banks, and various state and central government authorities for their invaluable cooperation extended to the Company. They also wish to extend their heartfelt thanks to our shareholders, customers, suppliers, and distributors for the unwavering confidence they have placed in the

Company. The dedication and contributions of our employees have been instrumental in achieving our remarkable results. Our directors take this opportunity to express their deep appreciation to them and encourage them to uphold their commitment to excellence in the years ahead.