To the Members,
Your Directors have pleasure in presenting the 20th Annual Report on
the business and operations of the Company together with Audited Financial Statements for
the year ended 31st March, 2023.
1) FINANCIAL SUMMARY
The summarised Standalone and Consolidated Financial Results for the year under review
are given below:-
Particulars |
Standalone |
|
Consolidated |
|
2022-2023 |
2021-2022 |
2022-2023 |
2021-2022 |
Total Income |
16140.83 |
18.06 |
786.95 |
18.06 |
Finance Cost |
563.77 |
517.22 |
563.77 |
517.22 |
Depreciation and amortization |
4.81 |
4.81 |
4.81 |
4.81 |
Share of Profi t in Joint Venture/ |
- |
- |
16435.16 |
63775.49 |
Associates |
|
|
|
|
Exceptional items |
- |
- |
- |
- |
Profi t/(Loss) before Tax |
15521.56 |
(551.18) |
16602.84 |
63224.31 |
Tax Expenses |
(113.64) |
(143.23) |
(113.64) |
(147.11) |
Profi t/(Loss) After Tax |
15635.20 |
(407.95) |
16716.48 |
63371.42 |
Other Comprehensive Income |
111.06 |
(294.09) |
118.82 |
(282.55) |
Total Comprehensive Income |
15746.26 |
702.04 |
16835.30 |
63088.87 |
The fi nancial results of the Company have been prepared in accordance with The
Companies (Indian Accounting Standards) Rules, 2015, prescribed under section 133 of the
Companies Act, 2013.
2) CONSOLIDATED FINANCIAL STATEMENTS
In pursuance of the provisions of the Companies Act, 2013, (the Act) Rules 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.
3) OPERATIONS
Presently your Company is engaged in the business of holding strategic investment in
the shares of group companies and has earned total income of Rs. 16140.83 lacs and earned
profi t after tax of Rs. 15635.20 lacs. The company has reinstated its investments and
booked net gain on fair valuation of investments done by the Company on the basis of
valuation report. For further details refer note number 25 of balance sheet. The Company
has not transferred amount to any reserves during the period under review.
4) DIVIDEND
The Board of Directors has not recommended any dividend during the Financial Year.
5) 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 confi rming compliance with the Code of Conduct' of the Company and
Auditor's Certifi cate confi rming compliance with the conditions of Corporate Governance
are enclosed to this Report.
6) SUBSIDIARY
During the period under review, your Company has no Subsidiary Company.
7) CORPORATE SOCIAL RESPONSIBILITY (CSR)
In compliance with Section 135 of the Act and the Rules made their under the Board of
Directors has constituted the CSR Committee. The terms of reference of the CSR Committee
broadly comprises:
1. To formulate CSR Policy and include activities that may be undertaken by the Company
under the Act.
2. To recommend the amount of expenditure to be incurred on the activities referred
above.
3. To monitor the CSR Policy of the Company from time to time.
Since the Company has incurred losses as per computation made under the provisions of
the Act, hence the provisions of Section 135(5) of the Act relating to spend of at least
2% of the average net profi ts of the Company made during the three immediately preceding
fi nancial years are not applicable to the Company. Accordingly, the Annual Report on the
CSR activities has not been included in this report. The board of directors reviewed the
same in their meeting held on 14th February, 2023 and no Committee meeting of
Corporate Social Responsibility Committee held during the FY 2022-23. The Policy on
Corporate Social Responsibility is available on the website of the Company and can be
accessed at the weblink of the Company at http:// jindalphoto.com/investors.asp.
8) DIRECTORS AND KEY MANAGERIAL PERSONNEL
Presently the Board of Directors of the Company comprises of six directors. One being
Executive Director, with two being in the category of Non-Executive Independent Directors
and remaining three being in the category of Non-Executive Directors including one is
woman director. Board has permanent Chairman in the category Non-executive Independent
Director. The Non-Executive Directors bring objective and independent perspective in Board
deliberations and decisions as they have a wider view of external factors affecting the
Company and its business. These directors make a constructive contribution to the Company
by ensuring fairness and transparency while considering the business plans devised by the
management team.
All the Independent Directors have requisite knowledge of business, in addition to the
expertise in their area of specialization. The Company has received declaration from each
of the Independent Directors confi rming that he meets the criteria of independence as
defi ned under the Companies Act, 2013 (the Act) and Securities and Exchange Board of
India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 ("Listing Regulations"). In the opinion of
the Board of Directors, the Independent Directors fulfi l all the conditions as specifi ed
in the Listing Regulations and are independent of the management. The Board of the Company
after taking these declarations on record and acknowledging the veracity of the same,
concluded that the Independent Directors are persons of integrity and possess the relevant
profi ciency, expertise and experience to qualify as Independent Directors of the Company
and are Independent of the Management of the Company. The Company has issued letters of
appointment to the Independent Directors and the terms and conditions of their appointment
have been uploaded on the website of the Company. Detailed in respect of change in
composition of the Board of Directors during the period under review has been given in the
Corporate Governance Report which is form part of Annual Report.
The brief resume and other requisite details of the Director proposed to be
re-appointed/appointed is given in the notice convening the ensuing AGM. In accordance
with the provisions of Section 150 of the Act read with the applicable Rules made
thereunder, the Independent Directors of the Company have registered themselves in the
data bank of Independent Directors maintained by the Indian Institute of Corporate
Affairs, Manesar ["llCA"]. The Independent Directors of the Company are exempted
to pass an online profi ciency self-assessment test conducted by llCA. All the Independent
Directors have submitted declarations that they meet the criteria of independence as
provided under Section 149 of the Companies Act, 2013 and the Listing Regulations. In
pursuance of the provisions of Section 2(51) and 203 of the Act, read with the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, Mr. Manoj Kumar
Rastogi-Managing Director, Mr. Awadhesh Kumar Jha, Chief Financial Offi cer and Mr. Ashok
Yadav, Company Secretary are at present Key Managerial Personnel of the Company. Mr. Vinay
Jain ceased to be Chief Financial Offi cer of the Company due to resignation w.e.f
16.12.2022 and appointed Mr. Awadhesh Kumar Jha as Chief Financial Offi cer of the Company
w.e.f 22.5.2023. Apart from above there is no change in the Key Managerial Personnel of
the Company. The Board met six times during the Financial Year 2022-23. The intervening
gap between any two
Meetings was within the period prescribed by the Companies Act, 2013 and the SEBI
(LODR) Regulations, 2015.
9) REMUNERATION POLICY
In pursuance of the provisions of Section 178 of the Act, and Listing Regulations, the
Company has formulated a Remuneration Policy which is available at Company's website at
http://jindalphoto.com/ investors.asp
The Remuneration Policy, inter-alia, includes the appointment criterion & qualifi
cation requirements, process for appointment & removal, retirement, remuneration
structure & components, etc. of the Directors, KMP and other senior management
personnel of the Company.
10) DISCLOSURES a) The Paid -up Equity Share Capital of the Company as on
31.03.2023 was Rs. 1,025.83 Lakhs. Your Company has not issued any shares during the
Financial Year 2022-23.
b) No signifi cant and material orders have been passed by the regulators or courts or
tribunals impacting the going concern status and Company's operations in future.
c) All Related Party Transactions entered during the year were on arm's length basis
and in the ordinary course of business. The Company has not entered any transaction with
any person or entity belonging to the promoter/promoter group which hold(s) 10% or more
shareholding in the Company. 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 Companies Act, 2013 in Form AOC-2 is not applicable.
d) In view of Ministry of Corporate Affairs notifi cation Number GSR 538 (E) dated 28th
August, 2020 Annual Return is available on the website of the Company viz.
www.jindalphoto. com having following web link, http://www.
jindalphoto.com/investor_relations pursuant to compliance of Section 92(3) of the
Companies Act, 2013.
e) 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 iii) The details of establishment of Vigil
Mechanism. f) The details of loans, guarantees and investments under Section 186 of the
Companies Act, 2013 read with Companies (Meeting of Board and its Powers) Rules, 2014 are
as follows:
i) Details of investments made by the Company as on 31st March, 2023 (including
investments made in previous years). The details of which are given in the Financial
Statements that forms part of this Annual Report. ii) Details of loans given by the
Company: Mandakini Coal Co Ltd.: Rs. 558.68 lacs
iii) Details of Corporate Guarantee given by the Company - NIL
g) During the year, the auditors and the secretarial auditors have not reported any
fraud under Section 143(12) of the Companies Act, 2013 and the Companies (Audit and
Auditors) Rules, 2014.
h) The Company has complied with all the applicable Secretarial Standards prescribed
under Section 118(10) of the Companies Act, 2013.
i) The Central Government has not specifi ed maintenance of cost records under sub
section (1) of Section 148 of the Companies Act, 2013 in respect of products dealt with by
the company
j) The Company has one Associate Company namely Jindal India Powertech Limited and one
Joint Venture Company namely Mandakini Coal Company Limited. Further for performance of
above associate and joint venture and their contribution to the overall performance of the
Company during the year refer Form No. AOC 1, which is part of the Annual Report.
k) There is no material change(s) and commitment(s) affecting the fi nancial position
of the company have occurred between the end of the fi nancial year of the company to
which the fi nancial statements relate and the date of the report;
l) There is no application made or any proceeding pending under the Insolvency and
Bankruptcy Code, 2016 (31 of 2016). m) The Company has not taken any loan from the Banks
or Financial Institutions, accordingly requirement of giving the details of difference
between amount of the valuation done at the time of one time settlement and the valuation
done while taking loan from the Banks or Financial Institutions along with the reasons
thereof is not applicable to the Company.
11) DIRECTORS RESPONSIBILITY STATEMENT
Your Directors hereby state that: a) in the preparation of the annual accounts, the
applicable accounting standards have been followed and no material departures have been
made from the same; b) 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 March 31, 2023
and of the profi t and loss of the Company for the year ended March 31, 2023; c) the
Directors have taken proper and suffi cient 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 have prepared the annual accounts on a going concern
basis; e) the Directors have laid down internal fi nancial controls to be followed by the
Company and that such internal fi nancial controls are adequate and are operating
effectively; and f) 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.
12) INTERNAL FINANCIAL CONTROLS
The Company has policies and procedures in place for ensuring orderly and effi cient
conduct of its business including adherence to the Company's 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 fi nancial
information.
13) INTERNAL AUDITORS
Pursuant to the provisions of Section 138 of the Act, the Board has re-appointed M/s
VASK & Associates, Chartered Accountant (Firm Registration number 038097N) as Internal
Auditors for conducting the Internal Audit of the Company for the Financial Year 2023-24.
The internal auditor is conducting internal audit periodically and is submitting his
report on quarterly basis. The report of the internal auditors is being placed before the
Audit Committee and the Audit Committee members in the meeting periodically review report
of the Internal Auditors.
14) AUDITORS
The Notes to the Financial Statements read with the Auditor's Reports are
self-explanatory and therefore, do not call for further comments or explanations. There
has been no qualifi cation, reservation, fraud, adverse remark or disclaimer in the
Auditor's Reports. The fi rst term of M/s Suresh Kumar Mittal & Co., Chartered
Accountant (Firm Registration number 500063N) completed at the conclusion of 19th Annual
General Meeting. The shareholders at their 19th AGM re-appointed M/s Suresh Kumar Mittal
& Co., Chartered Accountant (Firm Registration number 500063N) as Statutory
Auditors of the Company for a further period of 5 years from the conclusion of 19th
AGM till the conclusion of 24th AGM in their second term to conduct statutory audit of the
accounts of the Company from Financial Year 2022-23 to Financial Year 2026-27. The amended
provisions of Section 139 of the Companies Act, 2013 and Companies (Audit and Auditors)
Rules, 2014 by the Companies (Amendment) Act, 2017 and the Companies (Audit and Auditors)
Amendment Rules, 2018 respectively, omitted the provisions relating to annual ratifi
cation of the Auditors with effect from 7th May, 2018. As such, the appointment of
Auditors is not required to be ratifi ed each year at the Annual General Meeting of the
Company.
15) SECRETARIAL AUDIT
The Board had re-appointed M/s Pragnya Pradhan & Associates, Practicing Company
Secretaries, to carry out Secretarial Audit under the provisions of Section 204 of the
Companies Act, 2013 for the Financial Year 2023-24. The Report of the Secretarial Auditor
in respect of Financial Year 2022-23 is annexed to this report as Annexure II. The
report does not contain
any qualifi cation, reservation, adverse remark or disclaimer.
16) ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The Company don't have any manufacturing facility, therefore disclosure of information
in respect of energy conservation, technology absorption is not applicable to the Company.
There is no foreign exchange earnings and outgo during the period under review.
17) RISK MANAGEMENT
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 defi ned framework.
18) DEPOSITS
During the year, the Company has not accepted any deposits from the public under
Chapter V of the Companies Act, 2013. There was no public deposit outstanding as at the
beginning and end of the Financial Year 2022-23.
19) 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. Disclosures with respect to the remuneration of Directors and employees as
required under Section 197 of Companies Act, 2013 and Rule 5(1) and 5(2) of Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 are as under: (i) Ratio
of remuneration of each director to median remuneration of Employees and % increase in
Remuneration is not applicable since Directors and Managing Director are getting only
sitting fees to attend meetings of the Board and Committees thereof and are not getting
any other remuneration.
(ii) The percentage increase in the median remuneration of employees in the Financial
Year is not comparable.
(iii) The number of permanent employees were 2 (two) as at 31.3.2023.
(iv) Average percentile increases already made in the salaries of employees other than
the managerial personnel in the last Financial Year and its comparison with the percentile
increase in the managerial remuneration and justifi cation thereof and point out if there
are any exceptional circumstances for increase in the managerial remuneration. N.A
(v) The remuneration paid to the Directors / Key Managerial Personnel (KMP) is in
accordance with the remuneration policy of the Company.
(vi) Details of top ten employees in terms of the remuneration and employees in receipt
of remuneration as required under the provisions of section 197(12) of the Act, read with
rule 5(2) and 5(3) of Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014, as amended, which form part of the Directors' Report, will be made available
to any shareholder on request, as per provisions of section 136(1) of the said Act.
(vii) There is no employee of the Company employed throughout the Financial Year
2022-23 and were paid remuneration not less than Rs. 102 Lacs per annum and further there
is no employee who has worked for the part of the year and were paid remuneration during
the Financial Year 2022-23 at a rate which in aggregate was not less than Rs. 8.5 Lacs per
month.
20) ACKNOWLEDGEMENT
Your Directors would like to express their gratitude to fi nancial institutions, Banks
and various State and Central Government authorities for the co-operation extended to the
Company. Directors also take this opportunity to thank the shareholders, customers,
suppliers and distributors for the confi dence reposed by them in the Company. The
employees of the Company contributed signifi cantly 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 Jindal Photo Ltd. |
|
For and on behalf of the Board |
(Manoj Kumar Rastogi) |
(Suresh Chander Sharma) |
Managing Director |
Director |
DIN: 07585209 |
DIN: 00006394 |
Place : New Delhi |
|
Dated: 31.8.2023 |
|