To the Members,
The Directors present their 12th Annual Report with the Audited Financial Statements for the Financial Year ended 31st March, 2024.
1. Financial Results
2. Financial Accounting
The Financial Statements of the Company for FY?24 have been prepared in compliance with the applicable provisions of the Companies Act, 2013 including Indian Accounting Standards (Ind AS) and Guidance Note issued by the Institute of Chartered Accountants of India.
3. Business Overview and State of Affairs
Your Company is mainly engaged in the activity of holding investments in group Companies. During the year under review, the standalone basis, the turnover stood at Rs. 22.13 lakhs against Rs. 22.20 lakhs during last fi nancial year.
4. 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.
5. Dividend
Your directors had not recommended any dividend for the Financial Year 2023-24.
6. Amount, if any, proposed to be carried to any Reserves
The Company has not transferred any amount to any reserve during the year under review.
7. Change in the Nature of Business
During the year under review, there was no change in the business of the Company.
8. Subsidiaries Joint Venture and Associates Companies
During the period under review, your Company has no Subsidiary Company. Jindal India became associate of the Company w.e.f. 23rd March 2023.
In accordance with Section 129(3) of the Companies Act, 2013, a statement containing salient features of the fi nancial statements of the Associate company in Form AOC-1 is annexed to the fi nancial statement forming part of this annual report.
9. Listing on stock exchanges
The Company?s shares are listed on Bombay Stock Exchange Limited and the National Stock Exchange of India Limited (NSE)
10. Change in Share Capital
During the year under review, there is no change in capital structure of the Company.
11. Directors and Key Managerial Personnel
As on March 31, 2024, the Company has 6 (Six) Directors comprising of one Executive Director and fi ve Non-Executive Directors out of which two are Independent Directors. There are one women director.
Mr. Prakash Matai (DIN- 07906108) who retires by rotation and being eligible, offers himself for re-appointment.
Mr. Vinumon Kizhakkeveetil Govindan (DIN: 07558990) has resigned from the directorship of the company from 2nd September, 2024 Mr. Anil Kaushal (DIN:00128866) was appointed as non-executive non-Independent Director w.e.f 2nd September, 2024 On September 29, 2023, the Members approved the re-appointment of Mr. Ghanshyam Dass Singal (DIN: 00708019) as Managing Director for a second term (commencing from 11th August, 2023 upto 10th August, 2026"). During the year under review, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, commission and reimbursement of expenses, if any.
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. Ghanshyam Dass Singal, Managing Director Mr. Sunil Kumar Gupta, Chief Financial Offi cer and Ms. Swati Tiwari, Company Secretary are the Key Managerial Personnel of the Company as on March 31, 2024. Ms. Avantika Nigam, ceased to be Company Secretary and Compliance Offi cer of the Company from 14.02.2024 and Ms. Swati Tiwari was appointed as Company Secretary and Compliance Offi cer the Company w.e.f. 14.02.2024.
12. Declaration by Independent Director
Pursuant to the provisions of Section 149 of the Act, the Independent Directors have submitted declarations that each of them meets the criteria of independence as provided in Section 149(6) of the Act along with Rules framed thereunder and Regulation 16(1)(b) of the SEBI Listing Regulations. There has been no change in the circumstances affecting their status as independent directors of the Company.
13. Opinion of the Board with regard to integrity, expertise and experience of the Independent Directors appointed during the year.
In the opinion of Board, Mr. Radhey Shyam (DIN: 00649458) and Mr. Suresh Chander Sharma, (DIN:00006394) are persons of integrity and fulfi ls requisite conditions as per applicable laws and are independent of the management of the Company.
14. Board and Committee Meetings
The Board met Five times during the year. The details of the composition of the Board and its Committees and of the Meetings held and attendance of the Directors at such Meetings are provided in the Corporate Governance Report. There have not been any instances during the year when recommendations of the Audit Committee were not accepted by the Board.
15. Annual Evaluation of Board Performance and Performance of its Committees and of Individual Directors
In terms of provisions of Companies Act, 2013 read with the Rules issued thereunder and Listing Regulations, on the advice of the Board of Directors, the Nomination and Remuneration Committee has formulated the criteria for the evaluation of the performance of its Board, Committees and individual Directors, including the chairman of the Board. For details, please refer to the Corporate Governance Report, which is a part of this report.
16. Policyondirectors?appointmentandremuneration and other details
In pursuance of the provisions of Section 178 of the Act, and Listing Regulations the Company? has formulated Remuneration Policy which is available on the Company?s website at http://www. jpifcl.com/financial/Remuneration_Policy.pdf. The Remuneration Policy, inter-alia, includes the appointment criteria and qualifi cation requirements, process for appointment & removal, retirement, remuneration structure & components, etc. of he Directors, KMP and other senior management personnel of the Company
17. Corporate Social Responsibility
The Company has constituted a Corporate Social Responsibility (CSR) Committee in terms of section 135 of the Act and the Companies (Corporate Social Responsibility) Rules, 2014 and has developed its CSR Policy, which is available on the website of the Company at http://www.jpifcl.com/fi nancial/ CSR_POLICY.pdf. Further, the Company during the year under review has not earned profi ts calculated as per applicable provisions of the Companies Act, 2013 and rules made thereunder, therefore the Company was not required to incur any expenditure on Corporate Social Responsibility activities during the FY 2023-24.
18. Internal fi nancial control systems and their adequacy
As per Section 134(5)(e) of the Companies Act, 2013, 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.
19. Insolvency and Bankruptcy Code, 2016
During the year under review, no proceedings are made or pending under the Insolvency and Bankruptcy Code, 2016.
20. Audit committee
The details pertaining to the composition of the Audit Committee are included in the Corporate Governance Report, which is a part of this report.
21. Auditors and their Reports Internal Audit and Auditors
M/s VASK & Associates, Internal Auditors have submitted their Audit Report for the fi nancial year 2023-24. There was no qualifi cation, 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 fi nancial year 2024-25.
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 qualifi cation, reservation, adverse remark or disclaimer in the Auditor?s 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/N500088 as Auditors of the Company to hold the offi ce for a term of 5 (fi ve) consecutive years from the conclusion of 7th AGM of the Company upto the conclusion of 12th AGM of the Company to be held in the year 2024.
On recommendation of Audit Committee, the Board in its Meeting held on 02.09.2024 has recommend the appointment of M/s Suresh Kumar Mittal & Co., Chartered Accountants (Firm Registration No. 500063N), as Statutory Auditors of the Company for a term of fi ve consecutive years in place of retiring auditors, M/s APT and Co. LLP, Chartered Accountants (Firm Registration No. 014621C/N500088), to hold the offi ce from the conclusion of 12th (twelfth) Annual General Meeting upto the conclusion of the 17th (Seventeen) Annual General Meeting to be held in the year 2029, on such remuneration as may be mutually agreed upon between the Board of Directors and the Statutory Auditors.
Secretarial Audit and Auditors
The Secretarial Audit Report issued by M/s Pragnya Pradhan & Associates, Practicing Company Secretaries, Secretarial Auditors for the fi nancial year 2023-24 is attached as Annexure "A" to this Report.
There has been no qualifi cation, 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 fi nancial year 2024-25.
22. Comments on Adverse Remarks in Auditor?s/ Secretarial Auditor?s Report
There was no qualifi cation, reservation or adverse remarks in Auditors? Report and Secretarial Auditor?s report.
23. Secretarial Standards of ICSI:
The Company is in compliance with the Secretarial Standards on Meetings of the Board of Directors (SS – 1) and General Meetings (SS – 2) issued by The Institute of Company Secretaries of India and approved by the Central Government.
24. Risk Management
The Company has laid down procedures to inform Board members about the risk assessment and minimization procedures. The Board periodically reviewed adequate and effectiveness of the Company?s internal control environment to monitor and mitigate the risk through internal audit recommendation including those relating to strengthening of the company?s risk management system.
25. Vigil Mechanism and Whistle Blower Policy
The Company has revised a vigil mechanism in the form of a Whistle Blower Policy for Directors, employees and other stakeholders to report concerns about unethical behaviour, actual or suspected fraud or violation of the Company?s "Code of Conduct and Ethics?? in pursuance of provisions of Section 177(10) of the Act which is available on the website of the Company at http://www.jpifcl.com/fi nancial/ WHISTLE_BLOWER_POLICY.pdf. The vigil mechanism under the Whistle Blower Policy provides adequate safeguard against victimization of the Directors and the employees who avail of the mechanism and also provides for direct access to Chairman of the Audit Committee in appropriate or exceptional cases. During the year under review, there was no complaint received under this mechanism.
26. Particulars of loans, guarantees and investments
The particulars of loans, guarantees and investments as per Section 186 of the Act by the Company, have been disclosed in the fi nancial statements that form the part of Annual Report.
27. Transactions with related parties
AllRelatedPartyTransactionsenteredduringtheyear were on arm?s 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 fi nancial 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.
28. Annual Return
Pursuant to Section 92(3) read with Section 134(3)(a) of the Act read with the rule 12(1) of the companies(Management and administration) rules,2014, the Annual Return in form No. MGT-7 as on March 31, 2024 is available on the Company?s website at http://www.jpifcl.com/investors.html.
29. 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. (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 31.3.2024.
(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 2023-24 and were paid remuneration not more 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 2023-24 at a rate which in aggregate was not more than Rs. 8.5 Lacs per month.
30. Deposits from public
The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.
31. 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. There was no complaint received from an employee during the fi nancial year 2023-24 and hence no complaint is outstanding as on 31st March, 2024 for redressal.
32. Reporting of frauds by auditors
During the year under review, neither the statutory auditors nor the secretarial auditor has reported to the Audit Committee, any instances of fraud committed against the Company by its offi cers or employees under Section 143 (12) of the Companies Act, 2013, the details of which would need to be mentioned in the Board?s report, which forms part of this Integrated Annual Report. hence no complaint is outstanding as on March 31, 2024 for redressal
33. Management Discussion and Analysis Report
As per regulation 34(2)(e) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, the Management Discussion and Analysis Report (MDAR) forms part of this Report. (Attached as Annexure- "B")
34. 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 with Corporate Governance Report as stipulated under Regulation 34(3) read with Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forming part of this Report. (Attached as Annexure- "C")
35. 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.
36. Cost records
The products dealt with by the company is not come under the preview as specifi ed by the Central Government under sub section (1) of section 148 of the Companies Act 2013. Therefore, this section is not applicable on the Company.
37. Material changes and commitments affecting fi nancial position between the end of the fi nancial year and date of the report
There have been no material changes and commitments which affect the fi nancial position of the Company that have occurred between the end of the fi nancial year to which the fi nancial statements relate and the date of this report.
38. Signifi cant and material orders
There are no signifi cant and material orders passed by the regulators or courts or tribunals impacting the going concern status and the Company?s operations in future.
39. 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
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
40. Directors? Responsibility Statement
Pursuant to the requirement under Section 134 of the Companies Act, 2013, with respect to Directors? Responsibility Statement, it is hereby confi rmed that:
a) In the preparation of the annual accounts, the applicable accounting standards were followed and there was no material departures from the same;
b) The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company as on 31st March 2024 and of the profi t of the Company for the year ended on that date;
c) The Directors had 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 had prepared the annual accounts of the Company on a ‘going concern? basis;
e) The Directors had laid down internal fi nancial controls which were being followed by the Company and that such internal fi nancial controls were adequate and were operating effectively; and
f) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.
42. Acknowledgement
The Board wishes to place on record their sincere appreciation for the continued support which the Company has received from all its stakeholders and above all, its employees.