To the Members,
Your Directors have pleasure in presenting the 22nd Annual Report on the
business and operations of the Company together with Audited Financial Statements for the
year ended March 31, 2025.
1) FINANCIAL SUMMARY
The summarized Standalone and Consolidated Financial Results for the year under review
are given below: -
(Rs. In Lakhs)
Particulars |
Standalone |
Consolidated |
2024-25 |
2023-24 |
2024-25 |
2023-24 |
Total Income |
247 |
2032 |
247 |
2032 |
Finance Cost |
491 |
450 |
491 |
450 |
Depreciation and amortization |
5 |
5 |
5 |
5 |
Share of Profit in Joint Venture/Associates |
- |
- |
22867 |
25022 |
Exceptional items |
- |
- |
- |
- |
Profit/(Loss) Before Tax |
(289) |
1533 |
22578 |
26555 |
Tax Expenses |
(15) |
- |
(16) |
- |
Profit/(Loss) After Tax |
(274) |
1533 |
22594 |
26555 |
Other Comprehensive Income |
683 |
198 |
1565 |
201 |
Total Comprehensive Income |
409 |
1731 |
24159 |
26756 |
The financial statements 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 AND STATE OF AFFAIRS
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. 247 Lakhs and incurred
Losses after tax of Rs. 274 Lakhs. The Company income mainly consist of fair value changes
in the investments held by the Company. The Company has not transferred any amount to
reserve during the period under review.
During the year under review, there is no change in the nature of business of the
Company.
4) DIVIDEND
The Board of Directors has not recommended any dividend for the Financial Year 2024-25.
5) SHARE CAPITAL
During the year under review, the Company's issued, subscribed and paid-up share
capital, stood at INR 76,65,83,260 divided into 1,02,58,326 equity shares of Rs. 10/- each
and 6,64,00,000 preference shares of Rs. 10/- each.
There was no public issue, rights issue, bonus issue or preferential issue etc. during
the year. The Company has also not issued any shares with differential voting rights or
sweat equity shares.
The equity shares of the Company are Listed with BSE Limited and National Stock
Exchange of India Limited. There are no arrears on account of payment of listing fees to
the said Stock Exchanges.
6) SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANIES
During the year under review, your Company has no Subsidiary Company. The Company has
one Associate Company namely Jindal India Powertech Limited (JIPTL) and one Joint Venture
Company namely Mandakini Coal Company Limited (MCCL).
During the year under review, JIPTL has considered and approved the conversion of
Optionally Convertible Preference Shares (OCPS) of face value of Rs. 10/- each into
44,02,00,000 equity shares of face value of Rs. 10/ - each. Pursuant to the aforesaid
conversion of OCPS into equity shares, although the number of equity shares held by the
company in the equity share capital of JIPTL remained unchanged, the percentage of equity
share capital held by the company in the equity share capital of JIPTL has changed from
47.54% to 20.11%.
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.
7) 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 a Certificate
confirming compliance with the conditions of Corporate Governance from M/s Pragnya Pradhan
and Associates are enclosed to this Report.
8) MANAGEMENT DISCUSSION & ANALYSIS REPORT
Pursuant to Regulations 34 of the Listing Regulations, Management's Discussion and
Analysis Report for the year is presented in a separate section forming part of the Annual
Report.
9) DIRECTORS AND KEY MANAGERIAL PERSONNEL
As on March 31, 2025, the Board was duly constituted comprising of 6 (Six) Directors
consisting of one Executive and five Non-Executive Directors out of which two were
Non-Executive Independent Directors. There was one women 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 confirming that he meets the criteria of independence as
defined 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 fulfil all the
conditions as specified 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 proficiency, 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. Details
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 forms 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 proficiency 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 Officer and Ms. Mukta
Sharma, Company Secretary are at present Key Managerial Personnel of the Company.
Changes to the Board during the year and KMPs Positions:
Ms. Preeti Singhal was appointed as Company Secretary and Compliance Officer of
the company w.e.f. May 28, 2024.
Mr. Vinumon Kizhakkeveetil Govindan (DIN 07558990) has resigned from the
position of Director of the Company w.e.f. September 02, 2024 and Mr. Sunil Kumar Agarwal
(DIN: 00449686) was appointed as an Additional Director of the Company w.e.f. September
02, 2024, whose office was later regularised by the shareholders at the last (21st)
AGM of the Company held on September 27, 2024.
Ms. Preeti Singhal, Company Secretary and Compliance Officer of the Company had
resigned from her office on May 02, 2025 and Ms. Mukta Sharma was appointed as Company
Secretary and Compliance Officer of the company w.e.f. May 28, 2025.
Directors recommended for appointment/re-appointment at the ensuing AGM
The Act mandates that at least two-third of the total number of directors
(excluding independent directors) shall be liable to retire by rotation and one-third of
rotational Directors retire at each AGM. Accordingly, Mr. Prakash Matai, Director (DIN:
07906108), Non-Executive Director liable to retire by rotation, retire from the Board this
year and being eligible, has offered himself for re-appointment in the Annual General
Meeting of the Company.
Mr. Suresh Chander Sharma, Non-Executive Director was appointed as for a period
of 5 years w.e.f. May 04, 2020. On the basis of recommendation of Nomination and
Remuneration Committee and subject to the approval of shareholders at the ensuing AGM, the
Board has re-appointed Mr. Suresh Chander Sharma for the second term of 5 years w.e.f. May
04, 2025.
The Board met Six times during the Financial Year 2024-25. The intervening gap between
any two Meetings was within the period prescribed by the Companies Act, 2013 and the SEBI
(LODR) Regulations, 2015 (details has been provided in the corporate governance report).
10) CORPORATE SOCIAL RESPONSIBILITY (CSR)
In compliance with Section 135 of the Act and the Rules made there 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.
Further, the company during the year under review did not meet the criteria required
for spending the amount in CSR activities in terms of section 135 of the Companies Act
2013 and the Companies (Corporate Social Responsibility) Rules, 2014 and hence your
company was not required to spend any amount towards CSR based
activities for the financial year 2024-25. 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 February 11, 2025 and no Committee meeting of Corporate Social
Responsibility Committee held during the financial year 2024-25. 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://iindalphoto.com/financial/CSR%20PQLICY.pdf
11) 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 https://www.iindalphoto.com/financial/
Remuneration-Policy.pdf.
The Remuneration Policy, inter-alia, includes the appointment criteria &
qualification requirements, process for appointment & removal, retirement,
remuneration structure & components, etc. of the Directors, KMP and other senior
management personnel of the Company.
12) AUDITORS AND THEIR REPORTS Internal Audit and 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 2024-25.
The internal auditor is conducting internal audit periodically and are submitting their
report on (regular interval.) The report of the internal auditors is being placed before
the Audit Committee and the Audit Committee members in their meeting periodically review
report of the Internal Auditors.
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 2025-26.
Statutory Audit and 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 qualification, reservation, fraud, adverse remark or disclaimer in the
Auditor's Reports.
The first 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 for their second term to conduct statutory
audit of the accounts of the Company from Financial Year 2022-23 to Financial Year
2026-27.
During the year, the Auditor had not reported any matter under Section 143 (12) of the
Companies Act, 2013, therefore no detail is required to be disclosed under Section 134(3)
of the Companies Act, 2013.
Secretarial Audit and Auditors
M/s Pragnya Pradhan & Associates, Practicing Company Secretaries, were appointed to
carry out Secretarial Audit under the provisions of Section 204 of the Companies Act, 2013
for the Financial Year 2024-25. The Report of the Secretarial Auditor in respect of
Financial Year 2024-25 is annexed to this report.
The report does not contain any qualification, reservation, adverse remark or
disclaimer.
During the year, the Auditor had not reported any matter under Section 143 (12) of the
Companies Act, 2013, therefore no detail is required to be disclosed under Section 134(3)
of the Companies Act, 2013.
Further, pursuant to the requirement of Section 204 of the Companies Act, 2013 read
with rules made thereunder and Regulation 24A of the Listing Regulations, the Board has
recommended appointment of M/s Pragnya Pradhan & Associates for a period of 5 years
from FY 2025-26 to 2029-30.
13) VIGIL MECHANISM AND WHISTLE BLOWER POLICY
The Company has a Whistle Blower Policy and has established the necessary vigil
mechanism for Directors and employees in conformation with Section 177(9) & (10) of
the Act and Regulation 22 of SEBI Listing Regulations 2015, to report concerns about
unethical behaviour. This policy is available on the Company's website at http:/
/iindalphoto.com/financial/WHISTLEBLOWERPOLICY.pdf During the year under review, there
was no complaint received under this mechanism
14) 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.
15) 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 defined framework.
16) 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 2024-25.
17) 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.
Details of complaints as on March 31, 2025 are as follows:
S. No. Particulars |
No. of Complaints |
1 Number of complaints of Sexual Harassment received during the year |
0 |
2 Number of complaints disposed off during the year |
0 |
3 Number of cases pending for more than ninety days |
0 |
18) 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 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 March 31, 2025.
(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 justification thereof and point out if there
are any exceptional circumstances for increase in the managerial remuneration is not
applicable.
(v) The remuneration paid to the Key Managerial Personnel (KMP) other than Directors 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
2024-25 and were paid remuneration not less than Rs. 102 Lakhs 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 2024-25 at a rate which in aggregate was not less than Rs. 8.5 Lakhs
per month.
19) OTHER DISCLOSURES
a) No significant and material orders have been passed by the regulators or courts or
tribunals impacting the going concern status and Company's operations in future.
b) 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.
c) In view of Ministry of Corporate Affairs notification Number GSR 538 (E) dated
August 28, 2020 Annual Return is available on the website of the Company viz. www.iindalphoto.com
pursuant to compliance of Section 92(3) of the Companies Act, 2013.
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, Chairman and
the individual Directors;
ii. The Composition of Audit Committee; and
iii. The details of establishment of Vigil Mechanism.
e) 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 March 31, 2025 (including
investments made in previous years). The details of which are given in the Note no. 5 of
Financial Statements that forms part of this Annual Report.
ii. Details of loans given by the Company: Mandakini Coal Company Limited : Rs. 558.68
Lakhs.
iii. Details of Corporate Guarantee given by the Company - NIL
f) The Company has complied with all the applicable provisions of Secretarial Standards
prescribed under Section 118 (10) of the Companies Act, 2013.
g) The Central Government has not specified 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
h) There is no material change(s) and commitment(s) affecting the financial position of
the company have occurred between the end of the financial year of the company to which
the financial statements relate and the date of the report;
i) There is no application made or any proceeding pending under the Insolvency and
Bankruptcy Code, 2016 (31 of 2016).
j) 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.
k) The Company is in compliance with the provisions of the Maternity Benefit Act, 1961.
All eligible female employees are granted maternity benefits in accordance with the
provisions of the Act, including paid maternity leave, nursing breaks and protection from
dismissal during maternity leave. No instances of noncompliances were observed during the
review period.
l) No penalties or strictures have been imposed on the Company by stock exchanges or
Securities and Exchange Board of India or any other statutory authority in any matter
related to capital markets during the last three years, for non-compliance by the Company.
m) CEO and CFO certification, as mandated by Regulation 17(8) of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, is provided in the Corporate
Governance Report. This certification attests to the accuracy and completeness of the
Financial Statements, the adequacy of internal controls, and compliance with various
regulatory requirements.
20) DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the requirement of Section 134 of the Companies Act, 2013, with respect to
Director's Responsibility
Statement, it is hereby confirmed 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, 2025 and of the profit
and loss of the Company for the year ended March 31, 2025;
c) 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;
d) The Directors have prepared the annual accounts on a going concern basis;
e) 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
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.
21) ACKNOWLEDGEMENT
Your directors would Like to express their gratitude to the Banks and other agencies
for the co-operation extended to the Company. The directors also take this opportunity to
thank the shareholders 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 the Board Jindal Photo Limited
(Manoj Kumar Rastogi) |
(Geeta Gilotra) |
Managing Director |
Director |
DIN 07585209 |
DIN 06932697 |
Place : New Delhi Date : June 30, 202