Jindal Poly Investment & Finance Company Ltd Directors Report.

Your Directors have pleasure in presenting the 9th Board Report on the business and operations of the Company together with Audited Financial Statements for the year ended 31st March, 2021.

1) FINANCIAL HIGHLIGHTS

The Standalone and Consolidated Financial highlights for the year under review viz-a-viz the Financial highlights of the preview financial year are given below:-

(Rs. In Lakhs)

Particulars Standalone Consolidated
Year ended 31-03-2021 Year ended 31-03-2020 Year ended 31-03-2021 Year ended 31-03-2020
Income 9.79 2.15 106.26 102.74
Profit/(Loss) before exceptional items and tax (20.86) (7,704.55) (3,087.81) (10,962.63)
Profit/(Loss) Before Tax (20.86) (7,704.55) (3,087.81) (10,962.63)
Less: Provision for current Taxation - - 15.14 29.81
Deferred Tax Liability/(Asset) for the year - - (0.41) 0.18
Profit/(Loss) After Tax (20.86) (7,704.55) (3,102.54) (10,992.76)

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. 106.26 Lakhs against Rs. 102.74 Lakhs during the last financial year and on standalone basis, the turnover stood at 9.79 lakhs as against 415 lakhs during previous 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 2020-21.

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

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 regulation 46 of SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, separate audited financial statements of the subsidiary company together with related information and other reports have also been placed on the website of the Company at www.ipifcl.com.

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. .

a) 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, 2021. During the year under review consolidated turnover of JIPL was Rs. 88.00 Lakhs.

b) 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) Change in the composition of Board of Directors during the year under review was as under:-

i. Mr. Prakash Matai was appointed as additional Non-Executive Director of the Company w.e.f 05th May, 2020 to hold office upto 8th Annual General Meeting of the Company. His appointment was regularized as Non-Executive Director, liable to retire by rotation by the Members in their 8th Annual General Meeting held on Tuesday, 29th September, 2020.

ii. Mr. Suresh Chander Sharma was appointed as additional Non Executive Independent Director of the Company w.e.f. 05th May, 2020 for a period of five years, subject to the approval of the shareholders. His appointment was regularized as on Independent Director, by the Members in their 8th Annual General Meeting held on Tuesday, 29th September, 2020. He was appointed as chairperson of the Board of Directors w.e.f. 14th August, 2021.

iii. Ms. Nidhi Bhaskar was appointed as Company Secretary and Compliance Officer of the Company w.e.f. 05th May, 2020. She held office upto 14th December, 2020.

iv. Ms. Sakshie Mendiratta was appointed as Company Secretary and Compliance Officer of the Company w.e.f. 11th February, 2021.

v) Mr. Vinumon K. Govindan will be completing his terms as Independent Director on 21st August, 2021. The Board has, at its meeting held on 14th August, 2021, approved the appointment of Mr. Vinumon K Govindan, as Non-Executive director of the Company of the Company w.e.f. 22nd August, 2021 liable to retire by rotation.

vi) Pursuant to the provisions of Section 152 of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Prakash Matai retires by rotation at the 9th AGM and being eligible, has offered himself for re-appointment.

b) Composition of the Board as on 31st March, 2021

a. Directors

• Mr. Ghanshyam Dass Singal, Managing Director

• Mr. Radhey Shyam, Independent Director

• Mr. Vinumon Kizhakkeveetil Govindan, Independent Director

• Mr. Suresh Chander Sharma, Independent Director

• Ms. Iti Goyal, Non-Executive Director

• Mr. Prakash Matai, Non - Executive Director

b. Key Managerial Personnel

• Mr. Ghanshyam Dass Singal, Managing Director

• Mr. Anuj Kumar, Chief Financial Officer

• Ms. Sakshie Mendiratta, Company Secretary and Compliance Officer

The Company has received declarations from each of the Independent Directors confirming that they meet the criteria of Independence as provided in companies Act, 2013 and listing Regulations. The declaration also confirm compliance with sub rule 1 and 2 of Rule 6 of companies (Appointment and Qualification of Directors) fifth Amendment Rules, 2019.

The Board met Six times during the Financial Year 2020-21. 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

M/s ADB & Company, Internal Auditors have submitted their Internal Audit Report for the financial year 2020-21. There was no qualification, reservation, observation, disclaimer or adverse remark in the Internal Audit Report.

Further 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 2021-22.

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 Report.

The shareholders of the Company at their 7th AGM held on 27 September, 2019, had 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.

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 2020-21 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 2021-22.

d) Secretarial Audit of Material Unlisted Indian Subsidiary

As per Regulation 24A of SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015, the Secretarial Audit of the material subsidiary i.e, Jindal India Powertech Limited has been conducted for the financial year 2020-21 by Ms Rashmi Sahni, Practicing Company Secretary. The same is annexed herewith and marked as Annexure B to this Report.

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, 2021 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 annual return of the company as provided under sub-section (3) of section 92 of the Act is available on companys website the link www.jpifcl.com.

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 and other statutory committees

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 Statutory 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.

h) Material changes and commitment occurred in the subsidiary company JIPL 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.

1. Jindal India Powertech limited (JIPL) had issued Optionally Convertible Debentures (OCDs) to IFCI Limited (IFCI) for Rs. 300 cr., which were due for full redemption on 5th September, 2016. However, at the time of redemption it could not redeem Rs. 225 cr out of 300 Cr. Consequently, IFCI has filed suit against JIPL before the Debt Recovery Tribunal Delhi (DRT- Delhi) for recovery of debt. Thereafter JIPL entered into and One Time Settlement (OTS) with IFCI whereby it paid Rs. 103 Cr. (including security deposit) as full and final OTS payment to IFCI 11th June, 2021. Accordingly IFCI has issued no dues certificate in this regard and the matter stands withdrawn by DRT.

2. JIPL has made further investment in the Equity shares of Jindal India Thermal Power Limited (JITPL) on 22nd June, 2021. Due to acquisition of new shares, Shareholding in JITPL has increased to 28.07%. Accordingly JITPL became an Associate Company of JIPL w.e.f 22nd June, 2021.

3. JIPL pledged 39,98,05,923 Equity Shares of JITPL (constituting 66% of total Equity Shareholding of JITPL ) to the lenders of JITPL which was invoked by lenders in the FY 2017-18, on account of nonpayment of dues by JITPL. As a part of resolution plan of JITPL, JITPL paid entire upfront amount on 24th June, 2021 and the invoked Equity Shares have been released on August 02, 2021 to JIPL. Accordingly and JITPL became a Subsidiary Company of JIPL and Step Down Subsidiary 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 strengthening 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 2020-21.

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 "C" to this Report.

p) 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.ipifcl.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 2020-21.

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 2020-21 and hence no complaint is outstanding as on 31st March, 2021 for redressal.

r) No application was made or any proceeding was pending under the Insolvency & Bankruptcy code, 2016 during the year under revive.

s) 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, 2021 and of the profit and loss of the Company for the year ended 31st March, 2021

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.