To
The Members,
The Directors present their 11th Annual Report with the Audited
Financial Statements for the Financial Year ended 31st March, 2023.
1. Financial Results
(Rs. In Lakhs)
| Particulars |
Standalone |
Consolidated |
|
Year ended 31-03-2023 |
Year ended 31-03-2022 |
Year ended 31-03-2023 |
Year ended 31-03-2022 |
| Revenue from operations |
22.20 |
12.15 |
3,03,123.00 |
1,86,177.66 |
| Other income |
2.33 |
4.11 |
3,526.79 |
5,354.91 |
| Net Profit/(Loss)on fair value changes |
15,248.76 |
306.67 |
7,455.75 |
60,240.79 |
| Total Revenue(a) |
15,273.29 |
322.93 |
3,14,105.54 |
2,51,773.36 |
| Expenses |
250.53 |
383.31 |
2,10,982.24 |
1,30,838.79 |
| Depreciation and amortisation expense |
0.20 |
- |
28,009.48 |
22,463.56 |
| Total expenses(b) |
250.73 |
383.31 |
2,38,991.72 |
1,53,302.35 |
| Profit/(loss)before exceptional items and tax(a-b) |
15,022.56 |
(60.38) |
75,113.82 |
98,471.01 |
| exceptional items |
23,671.51 |
6,013.53 |
(420.09) |
37,905.09 |
| Share of Profit / (Loss) of Associates and Joint Ventures |
- |
- |
445.93 |
17351.27 |
| Profit before tax (c) |
38,694.08 |
5,953.15 |
75,139.66 |
1,53,727.36 |
| Tax expense (d) |
3,740.02 |
- |
25318.65 |
9,447.26 |
| Profit for the year (c-d) = (e) |
34,954.04 |
5,953.15 |
49820.99 |
1,26,928.84 |
| Paid up Equity Share Capital(Face Value of Rs.10/- each) |
1051.19 |
1051.19 |
1051.19 |
1051.19 |
| Other Equity (excluding revaluation reserve) |
61,276.17 |
10,792.06 |
2,34,648.16 |
4,27,747.92 |
| Earnings per share (EPS) |
|
|
|
|
| Basic |
332.52 |
56.63 |
267.40 |
756.66 |
| Diluted |
332.56 |
56.63 |
267.40 |
756.66 |
2. COMPANYS PERFORMANCE
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. 3,06,649.79 Lakhs against Rs. 1,91,532.57 Lakhs during the last financial year and
on standalone basis, the turnover stood at 24.53 lakhs against 16.26 lakhs during last
financial year.
There was no change in the nature of business during the year under
review.
3. DIVIDEND
Your directors had not recommended any dividend for the Financial Year
2022-23.
4. SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENTS
• 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.
• In accordance with Section 129(3) of the Companies Act, 2013, a
statement containing salient features of the financial statements of the subsidiary
companies in Form AOC-1 is annexed to the financial statement forming part of this annual
report.
• Jindal India Powertech Limited was a material subsidiary of the
Company (hereinafter referred as "JIPL" or "Material Subsidiary").
Jindal India Powertech Limited w.e.f. 23 March 2023, ceases to be a subsidiary and becomes
associate of the Company.
5. DIRECTORS AND KEY MANAGERIAL PERSONNEL
As on March 31, 2023, the Company has 6 (Six) Directors comprising of
one Executive Director and five Non-Executive Directors out of which two are Independent
Directors, and one women director.
• Ms. Iti Goyal (DIN- 07983845), who retires by rotation and being
eligible, offers herself for re-appointment.
• Re-appointment of Mr. Ghanshyam Dass Singal (DIN: 00708019) as
Managing Director of the Company, for a period of 3 (three) years from 11th August, 2023
up to 10th August, 2026
• On September 29, 2022, the Members approved the re-appointment
of Mr. Radhey Shyam (DIN: 00649458) as an Independent Director for a second term
(commencing from May 30, 2023 to May 29, 2028").
• Pursuant to the provisions of Section 149 of the Act, the
Independent Directors have submitted declarations that each of them meets the criteria of
independence as provided in Section 149(6) of the Act along with Rules framed thereunder
and Regulation 16(1 )(b) of the SEBI Listing Regulations. There has been no change in the
circumstances affecting their status as independent directors of the Company.
• Ms. Sakshie Mendiratta, Company Secretary and Compliance Officer
of the Company had resigned from her office on 31st December, 2022. Ms. Avantika Nigam was
appointed as Company Secretary and Compliance Officer the Company w.e.f. March 1,2023.
• Mr. Anuj Kumar, Chief Financial Officer of the Company has
resigned from his office on 31st December, 2021. Mr. Sunil Kumar Gupta, was appointed as
Chief Financial Officer of the Company w.e.f 27th April, 2022.
• During the year under review, the non-executive directors of the
Company had no pecuniary relationship or transactions with the Company, other than sitting
fees, commission and reimbursement of expenses, if any.
• Pursuant to the provisions of Section 203 of the Act, Mr.
Ghanshyam Dass Singal, Managing Director Mr. Sunil Kumar Gupta, Chief Financial Officer
and Ms. Avantika Nigam, Company Secretary are the Key Managerial Personnel of the Company
as on March 31,2023.
6. LISTING ON STOCK EXCHANGES
The Companys shares are listed on BSE Limited and the National
Stock Exchange of India Limited (NSE).
7. CHANGE IN SHARE CAPITAL
During the year under review, there is no change in capital structure
of the Company.
8. BOARD AND COMMITTEE MEETINGS
Eight meetings of the Board were held during the year. The details of
the composition of the Board and its Committees and of the Meetings held and attendance of
the Directors at such Meetings are provided in the Corporate Governance Report. There have
not been any instances during the year when recommendations of the Audit Committee were
not accepted by the Board.
9. ANNUAL EVALUATION OF BOARD PERFORMANCE AND PERFORMANCE OF ITS
COMMITTEES AND OF INDIVIDUAL DIRECTORS
In terms of provisions of Companies Act, 2013 read with the Rules
issued thereunder and Listing Regulations, on the advice of the Board of Directors, the
Nomination and Remuneration Committee has formulated the criteria for the evaluation of
the performance of its Board, Committees and individual Directors, including the chairman
of the Board. For details, please refer to the Corporate Governance Report, which is a
part of this report.
10. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION AND OTHER
DETAILS
The Companys policy on appointment of directors is available on
the Companys website at http://www.ipifcl.com/financial/ Remuneration Policv.pdf.The
policy on remuneration and other matters provided in Section 178(3) of the Act has been
disclosed in the Corporate Governance Report, which is a part of this report.
11. CORPORATE SOCIAL RESPONSIBILITY
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/financial/CSR POLICY.pdf.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
2022-2023.
12. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY
As per Section 134(5)(e) of the Companies Act, 2013, 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,
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the prevention and detection of frauds and errors, the accuracy and
completeness of the accounting records and the timely preparation of reliable financial
information.
13. INSOLVENCY AND BANKRUPTCY CODE, 2016
no proceedings are made or pending under the Insolvency and Bankruptcy
Code, 2016 and there is no instance of one- time settlement with any Bank or Financial
Institution.
14. AUDIT COMMITTEE
The details pertaining to the composition of the Audit Committee are
included in the Corporate Governance Report, which is a part of this report.>
15. AUDITORS AND THEIR REPORTS
• Internal Audit and Auditors
M/s VASK & Associates, Internal Auditors have submitted their Audit
Report for the financial year 2022-2023. There was no qualification, reservation,
observation, disclaimer or adverse remark in the internal Audit Report.
Pursuant to the provisions of Section 138 of the Act, the Board has
appointed M/s VASK & Associates, Chartered Accountants (FRN: 038097) as Internal
Auditors for conducting the Internal Audit of the Company for the financial year
2023-2024.
• 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 7th AGM held on 27 September,
2019, has appointed M/s. APT & Co., LLP Chartered Accountants (Firm Registration No.
014621C as Auditors of the Company to hold the office for a term of 5 (five) consecutive
years from the conclusion of 7th AGM of the Company till the conclusion of 12th AGM of the
Company to be held in the year 2024.
• Secretarial Audit and Auditors
The Secretarial Audit Report issued by M/s Pragnya Pradhan &
Associates, Practicing Company Secretaries, Secretarial Auditors for the financial year
2022-23 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 and the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, 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
2023-2024.
16. SECRETARIAL STANDARDS OF ICSI:
The Company is in compliance with the Secretarial Standards on Meetings
of the Board of Directors (SS - 1) and General Meetings (SS - 2) issued by The Institute
of Company Secretaries of India and approved by the Central Government.
17. 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 strengthening of the companys risk
management system.
18. COMMENTS ON ADVERSE REMARKS IN AUDITORS/SECRETARIAL
AUDITORS REPORT
There was no qualification, reservation or adverse remarks in
Auditors Report and Secretarial Auditors report.
19. 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 which is available
on the website of the Company at http://www.ipifcl.com/financial/ WHISTLE BLOWER
POLICY.pdf and for, please refer to the Corporate Governance Report, which is a part of
this report. During the year under review, there was no complaint received under this
mechanism.
20. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS
The particulars of loans, guarantees and investments as per Section 186
of the Act by the Company, have been disclosed in the financial statements.
21. TRANSACTIONS WITH RELATED PARTIES
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.
22. ANNUAL RETURN
Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the
Annual Return as on March 31,2023 is available on the Companys website at
http://www.ipifcl.com/investors.html.
23. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
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 pursuant to Section 197(12) of the Companies Act,
2013 read with Rule 5(2) & 5(3) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 pertaining to the top ten employees in terms of
remuneration drawn and their other particulars also form part of this report. However, the
report and the accounts are being sent to the members excluding the aforesaid annexure. In
terms of Section 136 of the Act, the said annexure is open for inspection at the
Registered Office of the Company. Any shareholder interested in obtaining a copy of the
same may write to the Company Secretary at cs jpifcl@jindalgroup.com
24. DEPOSITS FROM PUBLIC
The Company has not accepted any deposits from public and as such, no
amount on account of principal or interest on deposits from public was outstanding as on
the date of the balance sheet.
25. SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
AND REDRESSAL) ACT, 2013
Your Company has in place a Policy on prevention of Sexual Harassment
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 2022-2023 and hence no
complaint is outstanding as on 31st March, 2023 for redressal.
26. FINANCIAL ACCOUNTING
The Financial Statements of the Company for FY23 have been
prepared in compliance with the applicable provisions of the Companies Act, 2013 including
Indian Accounting Standards (Ind AS) and Guidance Note issued by the Institute of
Chartered Accountants of India.
27. REPORTING OF FRAUDS BY AUDITORS
During the year under review, neither the statutory auditors nor the
secretarial auditor has reported to the Audit Committee, under Section 143 (12) of the
Companies Act, 2013, any instances of fraud committed against the Company by its officers
or employees, the details of which would need to be mentioned in the Boards report,
which forms part of this Integrated Annual Report.
28. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
As per regulation 34(2)(e) of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations 2015, the Management Discussion and Analysis Report
(MDAR) forms part of this Report. (Attached as Annexure- "C")
29. CORPORATE GOVERNANCE REPORT AND CODE OF CONDUCT
A 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 as stipulated under Regulation
34(3) read with Schedule V of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 forming part of this Report. (Attached as Annexure- "D")
30. 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.
31. COST RECORDS
As specified by the Central Government under sub section (1) of section
148 of the Act are not applicable on the Company.
32. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION
BETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF THE REPORT
There have been no material changes and commitments which affect the
financial position of the Company that have occurred between the end of the financial year
to which the financial statements relate and the date of this report.
33. SIGNIFICANT AND MATERIAL ORDERS
There are no significant and material orders passed by the regulators
or courts or tribunals impacting the going concern status and the Companys
operations in future.
34. DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 134 of the Companies Act,
2013, with respect to Directors Responsibility Statement, it is hereby confirmed
that:
a) In the preparation of the annual accounts, the applicable
accounting standards were followed and there was no material departures from the same;
b) The Directors had selected such accounting policies and applied
them consistently and made judgments and estimates that were reasonable and prudent, so as
to give a true and fair view of the state of affairs of the Company as on 31 March 2023
and of the profit of the Company for the year ended on that date;
c) The Directors had 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;
d) The Directors had prepared the annual accounts of the Company on
a ‘going concern basis;
e) The Directors had laid down internal financial controls which
were being followed by the Company and that such internal financial controls were adequate
and were operating effectively; and
f) The Directors had devised proper systems to ensure compliance
with the provisions of all applicable laws and that such systems are adequate and
operating effectively.
35. ACKNOWLEDGEMENT
The Board wishes to place on record their sincere appreciation for the
continued support which the Company has received from all its stakeholders and above all,
its employees.
|
For and on behalf of Board
of Directors |
|
Sd/- |
Sd/- |
|
Ghanshyam Dass Singal |
Prakash Matai |
| Place: New Delhi |
(Managing Director) |
(Director) |
| Date : 02 September, 2023 |
DIN: 00708019 |
DIN:07906108 |
+91-9892691696
