To the Members,
Your Directors have pleasure in presenting the 23rd Annual
Report on the business and operations of the Company together with Audited Financial
Statements for the year ended March 31, 2026.
1) FINANCIAL SUMMARY
The summarized Standalone and Consolidated Financial Results for the
year under review are given below: -
(Rs. In Lakhs)
| Particulars |
Standalone |
Consolidated |
|
2025-26 |
2024-25 |
2025-26 |
2024-25 |
| Total Income |
1261 |
247 |
1261 |
247 |
| Finance Cost |
535 |
491 |
535 |
491 |
| Depreciation and amortization |
5 |
5 |
5 |
5 |
| Share of Profit in Joint Venture/Associates |
- |
- |
(2662) |
22867 |
| Exceptional items |
- |
- |
- |
- |
| Profit/(Loss) Before Tax |
667 |
(289) |
(1995) |
22578 |
| Tax Expenses |
284 |
(15) |
284 |
(16) |
| Profit/(Loss) After Tax |
383 |
(274) |
(2279) |
22594 |
| Other Comprehensive Income |
81469 |
683 |
83200 |
1565 |
| Total Comprehensive Income |
81852 |
409 |
80921 |
24159 |
| EPS (in Rs.) (Basic/Diluted) |
3.74 |
(2.67) |
(22.21) |
220.25 |
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. 1261 Lakhs
and earned profit after tax of Rs. 383 Lakhs. The Company earned income mainly on dividend
income. 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 2025-26.
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
INR 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).
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, 2026, 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:
• Due to resignation of Ms. Preeti Singhal, Company Secretary and
Compliance Officer from her office w.e.f. May 02, 2025.
• 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. Accordingly, Ms. Geeta Gilotra, Director (DIN: 06932697), Non-Executive Director
being the longest in the office among the directors liable to retire by rotation, retire
from the Board this year and being eligible, has offered herself for re–appointment
in the Annual General Meeting of the Company.
• Mr. Manoj Kumar Rastogi, Managing Director was re-appointed for
a period of 5 years w.e.f. August 10, 2021. 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. Manoj Kumar Rastogi for another term of 5 years w.e.f.
August 10, 2026.
The Board met Six times during the Financial Year 2025-26. 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 2025-26. 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 13, 2026 and no Committee meeting of Corporate Social Responsibility
Committee held during the financial year 2025-26. 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/financial/CSR%20POLICY.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.jindalphoto.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 2025-26. 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: 038097N) as Internal Auditors for conducting the Internal Audit of the Company for
the financial year 2026-27.
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 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 as the Secretarial Auditor of the Company for a term of 5 (five)
consecutive financial years, commencing from the year 2025-26 to the financial year
2029-30, at the 22nd AGM held on July 31, 2025.
The report of the Secretarial Auditor in respect of Financial Year
2025-26 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.
Ms. Pragnya Pradhan has confirmed that she is not disqualified from
continuing as the Secretarial Auditor of the Company.
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 https:/ /www.jindalpoly.com/Uploads/image/125imguf_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
During the year under review, the Company did not have any
manufacturing facility. Accordingly, the disclosure requirements relating to conservation
of energy and technology absorption, as prescribed under Section 134(3)(m) of the
Companies Act, 2013 read with the applicable rules, are not applicable to the Company.
Further, the Company operates solely in the domestic market and,
accordingly, there were no foreign exchange earnings or 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 2025-26.
17) SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
AND REDRESSAL) ACT, 2013
Your company has adopted a Policy on prevention of Sexual Harassment at
workplace at Group level. The Company has adopted a Policy on Prevention of Sexual
Harassment at the Workplace in accordance with the principles of the Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. As a matter of good
governance, the Company has access to the Group-level Internal Committee constituted to
address complaints relating to sexual harassment at the workplace.
However, the requirement to constitute an Internal Committee (IC) under
the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act,
2013 does not apply to the Company. And further no such sexual harassment cases were
reported during the year under review.
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, 2026.
(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 2025-26 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 2025-26 at a rate which in aggregate was not less
than Rs. 8.5 Lakhs per month.
19) OTHER DISCLOSURES
a) The company has received Initial Public Announcement dated June 29,
2026 under the SEBI (Delisting of Equity Shares) Regulations, 2021 from Concatenate Power
Advest Private Limited (Acquirer 1), Concatenate Advest Advisory Private Limited (Acquirer
2) and Jindal India Power Limited (PAC) to acquire all the equity shares that are held by
public shareholders and consequently voluntarily delist the equity shares from BSE limited
("BSE") and National Stock Exchange of India Limited ("NSE").
The Board of Directors, at its meeting held on July 16, 2026, approved
the proposal for voluntary delisting of the equity shares of the Company, pursuant to the
proposal received from the Acquirers and Persons Acting in Concert (PAC), subject to the
approval of the shareholders and other applicable statutory and regulatory approvals, in
accordance with the SEBI (Delisting of Equity Shares) Regulations, 2021. For obtaining the
approval of shareholders, the Board has also issued Postal Ballot notice dated July 16,
2026 and e-voting is open till August 18, 2026.
Since the proposed delisting is subject to the fulfilment of the
prescribed conditions and receipt of requisite approvals, no effect thereof has been given
in these financial results.
b) During the period under review, 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.
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 notification number GSR 538
(E) dated August 28, 2020 Annual Return is available on the website of the Company viz.
www.jindalphoto.com 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 March 31, 2026
(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
g) The Company has complied with all the applicable provisions of
Secretarial Standards prescribed under Section 118 (10) of the Companies Act, 2013.
h) 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
i) 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;
j) There is no application made or any proceeding pending under the
Insolvency and Bankruptcy Code, 2016 (31 of 2016).
k) 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.
l) 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 non-compliances were
observed during the review period.
m) 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.
n) 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, 2026
and of the profit and loss of the Company for the year ended March 31, 2026;
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 |
|
Sd- |
Sd/- |
|
(Manoj Kumar Rastogi) |
(Geeta Gilotra) |
|
Managing Director |
Director |
|
DIN 07585209 |
DIN 06932697 |
| Place : New Delhi |
|
|
| Dated : August 13, 2026 |
|
|
