Jindal Poly Investment & Finance Company Ltd Directors Report.

To

The Members,

Your Directors have pleasure in presenting the 7th Board Report on the business and operations of the Company together with Audited Financial Statements for the year ended 31st March, 2019.

1) FINANCIAL RESULTS

The Standalone and Consolidated Financial Results for the year under review viz-a-viz the 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 24,500.70
Profit/(Loss) before exceptional items and tax (225.65) (173.03) (22,472.35) (50,884.44)
Exceptional Items Gain/(Loss)** (39,160.15)* (15,770.35)* (1,940.00) (15,836.85)
Profit/(Loss) Before Tax (39,385.80) (15,943.38) (24,412.35) (66,721.29)
Less: Provision for current Taxation - - 0.01 -
Deferred Tax Liability/(Asset) for the year - 15.63 1.55 (5,486.36)
Income Tax relates to earlier year - - - 93.35
Profit/(Loss) After Tax (39,385.80) (15,959.00) (24,413.91) (61,328.28)

* Consolidated figures are not comparable due to Jindal India Thermal Power Limited ceased to be Subsidiary of Jindal India Powertech Limited, subsidiary of the Company w.e.f. 12th June, 2017.

** Exceptional items comprises of provision for diminution in the value of investment in equity shares of Jindal India Powertech Limited, Subsidiary of the Company amounting of Rs. 15,770.35 Lakh in the previous year and Fair valuation of Loans and advances as well as Investment in the Redeemable Preference Shares of Jindal India Powertech Limited, Subsidiary of the Company amounting to Rs. 39,160 Lakh in the current year.

2) OPERATIONS

Your Company is mainly engaged in the activity of holding investments in group Companies. 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 no change in the nature of business during the year under review.

3) DIVIDEND

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. The Corporate Governance Report is attached to this Report. The declaration of the Managing Director confirming compliance with the ‘Code of Conduct of the Company and Auditors Certificate confirming compliance with the conditions of Corporate Governance are 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 Rules made thereunder, Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") and the applicable Accounting Standards, the Company has prepared Consolidated Financial Statements. The Audited Consolidated Financial Statements along with Auditors Report and the 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 one step down Subsidiary i.e., Xeta Properties Private Limited. as on 31st March, 2019. During the year under review Consolidated turnover of JIPL along with its subsidiary was Rs. 96.50 Lakhs.

c) No Company became or ceased to be subsidiary, joint venture or associate of the Company during the year under review.

6) DIRECTORS AND KEY MANAGERIAL PERSONNEL

a) During the year under review, based on the recommendation of Nomination and Remuneration Committee, Mr. Radhey Shyam has been appointed as an Independent Director w.e.f. 30th May, 2018 for a period of 5 years.

Ms. Iti Goyal has been regularized as Non – Executive Director and Mr. Radhey Shyam has been regularized as (Independent) Director by members of the Company at their 6th Annual General Meeting held on 27th September, 2018.

Mr. Shiv Kumar Mittal has resigned from directorship of the Company w.e.f. 15th May, 2018. The Board places its deep appreciation for his contribution in the working of the Company.

Ms. Shakshi Gupta resigned as Chief Financial Officer of the Company w.e.f. 02nd April 2018 and Mr. Pramod Kumar resigned as Company Secretary of the Company w.e.f. 30th November, 2018. The Board places its sincere gratitude for contribution made by them to the Company.

Mr. Anuj Kumar was appointed as Chief Financial Officer of the Company w.e.f. 01st May, 2018 and Mr. Rupesh Kumar was appointed as Company Secretary of the Company w.e.f. 01st December, 2018.

b) Composition of the Board as on 31st March, 2019

1. Directors

• 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 criteria of 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 the Directors and the Board Meetings is provided in the Corporate Governance Report attached to this Report.

7) INTERNAL FINANCIAL CONTROL

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.

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 the Internal Audit of the Company for the financial year 2019-20.

b) Statutory Audit and Auditors

The Notes to the Financial Statements read with the Auditors Reports are self-explanatory and therefore, do not call for further comments or explanations. There has been no qualification, reservation, adverse remark or disclaimer in the Auditors Reports.

The shareholders of the Company at their 2nd AGM held on 20th September, 2014, has appointed M/s. UBS & Co. Chartered Accountants (Firm Registration No. 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 the conclusion of 7th AGM of the Company. In view of completion of the term of M/s UBS and Co., Chartered Accountants at the ensuing (7th ) Annual General Meeting. Your Board of Directors proposed to appoint M/s APT & Co., LLP, Chartered Accountants (Firm Reg. No. : 014621C) as Statutory Auditors of the Company to hold the office for a period of 5 (five) consecutive years i.e., from the conclusion of this AGM till the conclusion 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 year 2018-19 is attached as Annexure "A" to this Report.

There has been no qualification, reservation, observation, disclaimer or adverse remark in the Secretarial Audit Report.

In pursuance of the provisions of Section 204 of the Act, the Board of Directors of the Company had appointed M/s Pragnya Pradhan & Associates, Practicing Company Secretaries for conducting secretarial audit of the Company for the financial year 2019-20.

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 31st March, 2019 was Rs. 10,51,19, 290. There is no Change in the paid up Share Capital of the Company since last year.

b) All Related Party Transactions entered during the year were on arms length basis and in the ordinary course of business. No material Related Party Transactions (transaction(s) exceeding ten percent of the annual consolidated turnover of the Company as per last audited financial statements), were entered during the year by the Company.

Accordingly, disclosure of contracts or arrangements with Related Parties as required under 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 of the Act is attached as Annexure-"B"

d) The following information is given in the Corporate Governance Report attached to this Report:

i) The performance evaluation of the Board, the Committees of the Board, Chairperson and the individual Directors;

ii) The Composition of audit committee;

e) The particulars of loans and guarantees given and investments made under section 186 of the Act, are given in the notes to the Financial Statements.

f) During the year, the Statutary auditors and the secretarial auditors have not reported 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 or tribunals impacting the going concern status of the Companys operations in future. However IFCI has filed an O.A. No. 84/2017 before Honble Debts Recovery Tribunal-I, Delhi titled as IFCI Vs. Jindal India Powertech Limited (Subsidiary of the Company), wherein the Company 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/- each of Jindal India Powertech Limited with IFCI as security for the Optionally Convertible Debentures (OCD) issued by Jindal India Powertech Limited. The Company has not given any corporate guarantee in this regard.

h) No material changes and commitment occurred, between the end of the Financial Year of the Company to which the Financial Statements relate and the date of the report, which could affect the financial position of the Company.

i) Cost records as specified by the Central Government under sub section (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 Act, 2013 and Listing Regulations the Company has formulated a Remuneration Policy which is available at Companys website http://www.jpifcl.com/financial/ Remuneration_Policy.pdf The Remuneration Policy, inter-alia, includes the appointment criteria & qualification requirements, process for appointment & removal, retirement policy and remuneration structure & components etc. of the Directors, KMP and other senior managerial personnel of the Company.

k) Energy conservation, technology absorption and foreign exchange earnings and outgo The Company is not engaged in manufacturing activities and hence the particulars pertaining to conservation of energy and technology absorption are not applicable on the Company.

Further, as the Company is a core investment Company, foreign exchange earnings and outgo 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 Companys internal control environment to monitor and mitigate the risk through internal audit recommendation including those relating to strengthning of the companys risk management system.

m) Vigil Mechanism and Whistle Blower Policy

The Company has devised a vigil mechanism in the form of a Whistle Blower Policy in pursuance of provisions of Section 177(10) of the Act and details whereof is available on the Companys website at http://jpifcl.com/investors.html. During the year under review, there was no complaint received under this mechanism.

n) Deposits During the year, the Company has not accepted any deposits from the public under Chapter V of the Act. There was no public deposit outstanding as at the beginning and end of the financial year 2018-19.

o) Particulars of Employees The human resource is an important asset which has played pivotal role in the performance and growth of the Company over the years. Your Company maintains very healthy work environment and the employees are motivated to contribute their best in the working of the Company. The information required to be disclosed in pursuance of Section 197 of the Companies Act, 2013, read with the Companies (Appointment and 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 and has developed its CSR Policy, which is available on the website of the Company at http://www.jpifcl.com/investors.html Further, the Company during the year under review did not meet the criteria in terms of section 135 of the Act and the Companies (Corporate Social Responsibility) Rules, 2014 and hence your Company was not required to spend any amounts towards CSR based activities for the financial year 2018-19.

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 Harrassment at workplace at Group Level. This Policy is in line with the requirements of the 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 Group Level to redress complaints received regarding sexual harassment. There was no complaint received from an employee during the financial year 2018-19 and hence no complaint is outstanding as on 31st March, 2019 for redressal.

r) The Company has complied with the applicable Secretarial Standards prescribed 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 accounting standards have been followed and no material departures have been made from the same;

ii. the Directors have 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 as at 31st March, 2019 and of the 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 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;

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 the Company and that such internal financial controls are adequate and are operating effectively; and

vi. the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

ACKNOWLEDGEMENT

Your Directors would like to express their gratitude to all the stakeholders including financial institutions, Banks and various State and Central Government authorities for their co-operation extended to the Company. Directors also take this opportunity to thank the shareholders, customers, suppliers and distributors for the confidence reposed by them in the Company. The employees of the Company contributed significantly in achieving the results. Your Directors take this opportunity to thank them and hope that they will maintain 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