Jindal Poly Investment & Finance Company Ltd Directors Report.

Your Directors have pleasure in presenting the 10th Board Report on the business and operations of the Company together with Audited Financial Statements for the year ended 31st March, 2022.

1) FINANCIAL RESULTS

The Standalone and Consolidated Financial Results for the year under review viz-a-viz the Financial Result of the prerious financial year are given below:-

(Rs. In Lakhs)

Particulars

Standalone

Consolidated

Year ended 31-03-2022 Year ended 31-03-2021 Year ended 31-03-2022 Year ended 31-03-2021
Income 16.26 9.79 1,91,532.57 106.25
Profit/(Loss) before exceptional items and tax (60.00) (20.86) 98,471.01 (3,087.81)
Exceptional items 6013.53 - 37,905.09 -
Profit/(Loss) Before Tax 5,953.15 (20.86) 1,53,727.37 (3,087.81)
Less: Provision for current Taxation - - 11.78 15.14
Deferred Tax Liability/(Asset) for the year - - 9,435.48 (0.41)
Profit/(Loss) After Tax 5,953.15 (20.86) 1,44,280.11 (3,102.53)

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. 1,91,532.57 Lakhs against Rs. 102.74 Lakhs during the last financial year and on standalone baiss, the turnover stood at 16.26 lakhs against 9.79 lakhs during 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 2021-22.

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. In accordance with regulation 46 of Listing Regulations, separate audited financial statements of the subsidiary companies together with related information and other reports have also been placed on the website of the Company at www.jpifcl.com.

b) 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.

c) During the year under review, Jindal India Powertech Limited (JIPL), subsidiary of the Company has made further investment in the Equity shares of Jindal India Thermal Power Limited (JITPL) on 22nd June, 2021, Consequently, Shareholding of JIPL in JITPL has increased to 28.07%. Accordingly JITPL became an Associate Company of JIPL w.e.f 22nd June, 2021.

d) JIPL had pledged its investment in 44,58,05,923 equity shares Comprising of 73.59% of total equity shareholding of JITPL, to the lenders of JITPL. However, due to non-payment of dues, the lenders in financial year 2017-18 invoked 39,98,05,923 no. of equity shares Comprising of 66% of total equity shareholding of JITPL). During the year under review and pursuant to part of resolution plan, JITPL has paid entire upfront amount on 24th June, 2021 and the invoked Equity Shares have been released on 2nd August, 2021 to JIPL, Accordingly JITPL became a Subsidiary Company of JIPL and Step Down Subsidiary of the Company.

e) Jindal India RE Limited (JIRL) was incorporated as Subsidiary of JIPL on 10th November, 2021 and accordingly JIRL become step down subsidiary of the Company. JIRL is yet to commence operations. f) As on 31st March 2022, the Company has below mentioned subsidiary and step down subsidiary.

Subsidiary

Jindal India Powertech Limited

Step Down Subsidiaries

1. Xeta Properties Private Limited

2. Jindal India RE Limited

3. Jindal India Thermal Power Limited

4. Jindal Operations and Maintenance Limited

5. Mandakini Exploration and Mining Limited

6. Jindal India Renewable Energy Limited

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. Vinumon K Govindan (DIN: 07558990) was appointed as additional Director on Board w.e.f. on 22nd August, 2021 to hold office upto forthcoming Annual General Meeting of the Company. His appointment was regularized as Non-Executive Director, liable to retire by rotation by the Members in their Annual General Meeting held on Wednesday, 29th September, 2021.

ii. Mr. Anuj Kumar, Chief Financial Officer of the Company has resigned from his office on 31st December, 2021. Mr. Sunil Kumar Gupta, has appointed as Chief Financial Officer of the Company w.e.f 27th April, 2022.

b) Pursuant to the provisions of Section 152 of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Ghanshyam Dass Singal will retire by rotation at the 10th AGM and being eligible, has offered himself for re-appointment.

c) Mr. Radhay Shyam has appointed as Non-executive Indepentant Director for a term of 5 years on 30th May 2018 and his term is expiring on 29th May, 2023 amd being eligible offered himself for re-appointment as Non-executive Indepentant Director at this Annual General Meeting.

d) Composition of the Board as on 31st March, 2022

1. Directors

• Mr. Ghanshyam Dass Singal, Managing Director

• Mr. Radhey Shyam, Independent Director

• Mr. Vinumon Kizhakkeveetil Govindan, Non-Executive Director

• Mr. Suresh Chander Sharma, Independent Director and Chairman of the Board of Directors

• Ms. Iti Goyal, Non-Executive Director

• Mr. Prakash Matai, Non – Executive Director

2. Key Managerial Personnel

• Mr. Ghanshyam Dass Singal, Managing Director

• 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 SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015. The declaration also confirm with sub rule 1 and 2 of Rule 6 of Companies (Appointment and Qualification of Directors) fifth amendment Rules, 2019, to the extent of registration of Independent Directors with data bank and maintained by IICA and qualification of proficiency test.

The Board met Six times during the Financial Year 2021-22. 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 VASK & Associates, Internal Auditors have submitted their Audit Report for the financial year 2021-22. 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 2022-23.

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 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.

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 2021-22 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 2022-23.

d) Secretarial Audit of Material Unlisted 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 2021-22 by Practicing Company Secretaries. 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, 2022 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 as provided under sub-section (3) of section 92 of the Act is available on the website of the Company and investors may access the same on link http://www.jpifcl.com/financial/Form%20 MGT%207%20-%2031.03.2022.pdf

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 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 except that IFCI has filed an O.A. No. 84/2017 before Honble Debts Recovery Tribunal-I, Delhi titled as IFCI Vs. Jindal India Powertech Limited (JIPL, 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. However, JIPL entered into and One Time Settlement (OTS) with IFCI whereby it paid Rs. 10,300 lakh (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. 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) During the year under review, your Company has applied for voluntary delisting from BSE Ltd and National Stock Exchange of India Ltd. The resolution was duly passed however, the Special Resolution cannot be acted upon under Regulation 11 (4) of the SEBI (Delisting of Equity Shares) Regulations, 2021 since the number of votes cast by the public shareholder in favour of the resolution is less than two times of the votes cast by the public shareholders against the resolution. The detailed procedure of Postal Ballot along with voting results are given in Corporate Governance Report forming Part of this Board Report. j) Cost records as specified by the Central Government under sub section (1) of section 148 of the Act are not applicable on the Company.

k) 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.

l) 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.

m) 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.

n) 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. o) 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 2021-22. p) 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.

q) 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/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 2021-22. r) 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 2021-22 and hence no complaint is outstanding as on 31st March, 2022 for redressal. s) No application was made or any proceeding was pending as on year ended 31st March, 2022 under the Insolvency & Bankruptcy Code, 2016, during the year under review. t) 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, 2022 and of the profit and loss of the Company for the year ended 31st March, 2022.

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

Suresh Chander Sharma Vinumon K. Govindan
Date: 05/09/2022 (Director) (Director)
Place: New Delhi DIN: 00006394 DIN: 007558990