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A Oneindia Venture

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Sensex 84,929.36 +0.53%

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Sensex 84,929.36 +0.53%

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Directors Report of Jindal Photo Ltd.

Mar 31, 2025

Your Directors have pleasure in presenting the 22^nd 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:

â¢ Ms. Preeti Singhal was appointed as Company Secretary and Compliance Officer of the company w.e.f. May 28, 2024.

â¢ 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 (21^st) AGM of the Company held on September 27, 2024.

â¢ 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

â¢ 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.

â¢ 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 19^th Annual General Meeting. The shareholders at their 19^th 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 19^th AGM till the conclusion of 24^th 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.

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.

Mar 31, 2024

Your Directors have pleasure in presenting the 21^st Annual Report on the business and operations of the Company together with Audited Financial Statements for the year ended 31^st March, 2024.

1) FINANCIAL SUMMARY

The summarized Standalone and Consolidated Financial Results for the year under review are given below:-

(Rs. in Lacs)
Particulars	Standalone		Consolidated
Particulars	2023-2024	2022-2023	2023-2024	2022-2023
Total Income	2032	16141	2032	787
Finance Cost	450	564	450	564
Depreciation and amortization	5	5	5	5
Share of Profit in Joint Venture/Associates	-	-	25021	16435
Exceptional items	-	-	-	-
Profit/(Loss) before Tax	1533	15522	26555	16603
Tax Expenses	-	(114)	-	(114)
Profit/(Loss) After Tax	1533	15635	26555	16716
Other Comprehensive Income	198	111	201	119
Total Comprehensive Income	1731	15746	26756	16835

The financial 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

3) OPERATIONS AND STATE OF AFAIRS

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. 2032 lacs and earned profit after tax of Rs. 1533 lacs. The Company earned income mainly on fair value changes in the investments held by the Company. The Company has not transferred any amount to reserve during the period under rev''ew.

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 confirming compliance with the ''Code of Conduct'' of the Company and Auditor''s Certificate confirming 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.

Further, the company during the year under rev''ew 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 2023-24. Accordingly, the Annual Report on the CSR activities has not been included in this report. The board of directors revewed the same in their meeting held on 14^th February, 2024 and no Committee meeting of Corporate Social Responsibility Committee held during the FY 202324. 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 NonExecutive 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 v''ew 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 dev''sed by the management team.

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. Detailed in respect of change in composition of the Board of Directors during the period under rev''ew 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 provsions 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 provded under Section 149 of the Companies Act, 2013 and the Listing Regulations. In pursuance of the provsions 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. Preeti Singhal, Company Secretary are at present Key Managerial Personnel of the Company.

Mr. Ashok Yadav, Company Secretary and Compliance Officer of the Company had resigned from his office on 17^th March, 2024 and Ms. Preeti Singhal was appointed as Company Secretary and Compliance Officer of the company w.e.f. 28^th May, 2024.

Mr. Vinumon Kizhakkeveetil Govindan (DIN 07558990) has resigned from the position of Director of the Company w.e.f. 2^nd September, 2024 and Mr. Sunil Kumar Agarwal (DIN: 00449686) was appointed as additional director of the Company w.e.f. 2^nd September, 2024.

Mr. Manoj Kumar Rastogi (DIN 07585209) is retiring by rotation in the ensuing Annual General Meeting and being eligible, offer himself for re-appointment.

The Board met five times during the Financial Year 2023-24. 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)

9) REMUNERATION POLICY

10) DISCLOSURES

a) The Paid -up Equity Share Capital of the Company as on 31.03.2024 was Rs. 1,025.83 Lakhs. Your Company has not issued any shares during the Financial Year 2023-24.

b) 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 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 31^st March, 2024 (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 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 specified maintenance of cost records under sub section (1) of Section 148 of the Companies Act, 2013 in respect of products dealt w''th 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 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;

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 w''th 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, 2024 and of the profit and loss of the Company for the year ended March 31, 2024;

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.

12) INTERNAL FINANCIAL CONTROLS

The Company has policies and procedures in place for ensuring orderly and efficient 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 financial 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 2024-25. 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 w''th 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 19^thAnnual General Meeting. The shareholders at their 19^th 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 19^th AGM till the conclusion of 24^thAGM in their second term to conduct statutory audit of the accounts of the Company from Financial Year 2022-23 to Financial Year 2026-27.

15) SECRETARIAL AUDIT

The Board had re-appointed M/s Pragnya Pradhan & Associates, Practicing Company Secretaries, to carry out Secretarial Audit under the prov''sions 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 2023-24 is annexed to this report as Annexure II. The report does not contain any qualification, reservation, adverse remark or disclaimer.

16) ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

17) RISK MANAGEMENT

18) DEPOSITS

19) 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 financial year 2023-24 and hence no complaint is outstanding as on 31st March, 2024 for redressal.

20) 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 env''ronment 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 31.3.2024.

(iv) Average percentile increased 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. N.A.

(v) The remuneration paid to the Directors / Key Managerial Personnel (KMP) is in accordance with the remuneration policy of the Company.

(v) Details of top ten employees in terms of the remuneration and employees in receipt of remuneration as required under the prov''sions 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 prov''sions 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 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 more than Rs. 8.5 Lacs per month.

21) ACKNOWLEDGEMENT

Your Directors would like to express their gratitude to financial institutions, Banks and various State and Central Government authorities for the cooperation 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.

Mar 31, 2023

The Directors have pleasure in presenting the 20^th Annual Report on the business and operations of the Company together with Audited Financial Statements for the year ended 31^st March, 2023.

1) FINANCIAL SUMMARY

The summarised Standalone and Consolidated Financial Results for the year under review are given below:-

(Rs. in Lacs)
Particulars	Standalone		Conso	idated
Particulars	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 Profit in Joint Venture/ Associates	-	-	16435.16	63775.49
Exceptional items	-	-	-	-
Profit/(Loss) before Tax	15521.56	(551.18)	16602.84	63224.31
Tax Expenses	(113.64)	(143.23)	(113.64)	(147.11)
Profit/(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 financial 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

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 profit 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

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 prov''sions of the Act, hence the prov''sions of Section 135(5) of the Act relating to spend of at least 2% of the average net profits of the Company made during the three immediately preceding financial years are not applicable to the Company. Accordingly, the Annual Report on the CSR activ''ties has not been included in this report. The board of directors revewed the same in their meeting held on 14^th February, 2023 and no Committee meeting of Corporate Social Responsibility Committee held during the FY 202223. 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

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. Detailed in respect of change in composition of the Board of Directors during the period under rev''ew 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 prov''sions 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 prov''ded under Section 149 of the Companies Act, 2013 and the Listing Regulations. In pursuance of the prov''sions 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 Mr. Ashok Yadav, Company Secretary are at present Key Managerial Personnel of the Company. Mr. Vinay Jain ceased to be Chief Financial Officer of the Company due to resignation w.e.f 16.12.2022 and appointed Mr. Awadhesh Kumar Jha as Chief Financial Officer 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 prov''sions 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 & qualification 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 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.

d) In view of Ministry of Corporate Affairs notification Number GSR 538 (E) dated 28th August, 2020 Annual Return is available on the website of the Company v''z. www.jindalphoto. com hav''ng 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 prev''ous 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 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

k) 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;

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 profit and loss of the Company for the year ended March 31, 2023;

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.

12) INTERNAL FINANCIAL CONTROLS

records and the timely preparation of reliable financial 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 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 19^th 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 ratification of the Auditors with effect from 7th May, 2018. As such, the appointment of Auditors is not required to be ratified 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 qualification, reservation, adverse remark or disclaimer.

16) ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

17) RISK MANAGEMENT

18) DEPOSITS

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:

(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 justification 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.

(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 financial 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 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.

Mar 31, 2018

To the members,

The Directors are presenting the Fifteenth Annual Report together with the audited financial statements of the Company for the year ended 31^st March 2018.

FINANCIAL RESULTS

(Rs./Lac)

	Year ended
	31-3-2018	31-3-2017
income	-	-
Profit/(Loss) before interest, Depreciation & Tax Less:	32	64
i) Provision for Depreciation	7	7
ii) Provision for Taxation	6	4
iii) Finance Cost	-	57
iv) Exceptional Items, Gain/(Loss)	(17115)
Profit/(Loss) After Tax	(17096)	(4)
Add: Previous year profit brought forward	8406	8409
Surplus/(Deficit) Carried to Balance Sheet	(8690)	8405
Amount transferred to reserves	Nil	Nil

OPERATIONS

Presently your company is engaged in the business of holding strategic investment in the shares of group companies and has earned total revenue of Rs. 81 lacs and Loss of Rs. 17096 lacs. Losses has been incurred due to Company has made provisions for diminution in value of investments of Rs. 17115 lacs during the period under review. For details refer note number 24 and 25 of the Balance Sheet which is form and integral part of this Annual Report.

DIVIDEND

The Board of Directors has not recommended any dividend during the financial year.

DIRECTORS AND KMP

The Board of the Company has been constituted in compliance of the provisions of the Companies Act, 2013 read with rules made thereunder as amended from time to time and also in compliance of the SEBI (LODR) Regulations, 2015. Ms. Geeta Gilotra, director who retires by rotation and being eligible, offers herself for re-appointment. There is no change in composition of the Board of Directors of the Company during the period under review. Mr. Vinay Jain has been appointed as Chief Financial Officer of the Company w.e.f. 16.5.2017. Mr. Shiv Kumar Mittal ceased to be director w.e.f. 15^th May, 2018 and Mr. Radhey Shyam has appointed Additional Director (Non-executive Independent) w.e.f. 30^th May, 2018 by the Board of the Company. For details refer the Corporate Governance Report that forms part of this Annual Report.

SHIFTING OF REGISTERED OFFICE

Company has shifted its registered office from Union Territory of Dadra (U.T. D&N.H) to the State of Utter Pradesh after making all statutory compliances during the period under review. The Registered office of the Company is being situated w.e.f 30^th June, 2017 at 19^th, K.M., Hapur Bulandshahr Road, P.O. Gulaothi, Distt-Bulandshahr, Utter Pradesh - 203408.

NUMBER OF MEETINGS

The Board met 4(four) times during the Financial Year, the details of which are given in the Corporate Governance Report that forms part of this Annual Report. The intervening gap between any two meetings was within the period prescribed by the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015.

DETAILS OF LOAN, GUARANTEE AND INVESTMENTS

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:

a) Details of investments made by the Company as on 31^st March, 2018 (including investments made in previous years). The details of which are given in the Note number 8 and Note number 9 to the Financial Statements that forms part of this Annual Report.

b) Details of loans given by the Company:

(i) Mandakini Coal Co Ltd. : Rs. 544.84 lacs

c) Details of Corporate Guarantee given by the Company

- NIL

RISK MANAGEMENT

Your Company recognizes that risk is an integral part of business and is committed to manage the risks in a proactive and efficient manner. Your Company periodically assesses risks in the internal and external environment, along with the cost of treating risks and incorporates risk treatment plans in its strategy. The Internal Audit facilitates the execution of Risk Management Practices in the Company, in the areas of risk identification, assessment, monitoring, mitigation and reporting. The Company has laid down procedures to inform the Audit Committee as well as the Board of Directors about risk assessment & management procedure and status.

ISSUE OF SHARE CAPITAL

During the period under review the Company has not issued any shares.

DEPOSITS

The Company has not accepted any deposit during the period.

SELECTION OF NEW DIRECTORS AND BOARD MEMBERSHIP CRITERIA

The Nomination and Remuneration Committee works with the Board to determine the appropriate characteristics, qualification, skills and experience for the Board as a whole and its individual members with the objective of having a Board with diverse backgrounds and experience. As per the provisions of Section 178(3) of the Companies Act, 2013, the Nomination and Remuneration Committee has formulated a âPolicy on Remuneration of Director, Key Managerial Personnel & Senior Employeesâ and same can be assessed at the website of the company.

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

The Company proactively keep its Independent Directors informed of the activities of the Company, its management and operations and provides an overall industry perspective as well as issues being faced by the Industry.

The Policy on the Companyâs familiarization programme for Independent Directors has been uploaded at the companyâs website.

INDEPENDENT DIRECTORS DECLARATION

The Company has received the necessary declaration from each Independent Director in accordance with Section 149(7) of the Companies Act, 2013, that he meets the criteria of independence as laid out in sub section (6) of Section 149 of the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015.

BOARD EVALUATION

The Board evaluated the effectiveness of its functioning and that of the Committees and of individual directors by seeking their inputs on various aspects of Board/ Committee Governance.

The aspects covered in the evaluation included the contribution to and monitoring of corporate governance practice and the fulfilment of Directorsâ obligations and fiduciary responsibilities, including but not limited to, active participation at the Board and Committee meetings.

Meeting with Independent directors and the Chairman of the Nomination and Remuneration Committee had one-on-one meetings with the Executive and Non-Executive Directors. These meetings were intended to obtain Directorsâ inputs on effectiveness of Board/Committee processes.

CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE

In compliance with Section 135 of the Companies Act, 2013, the Board of Directors has constituted the QSR 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 as specified in Schedule VII of the Companies Act, 2013.

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.

During the year under review, Corporate Social Responsibility Committee met on 14^th February, 2018 and the same was attended by all the committee members. The Company wanted to spend the amount on its own by undertaking the projects, programs or activities as specified in Schedule VII of the Companies Act, 2013. However the Company could not undertake the activities during the Financial Year 2017-18 due to company has incurred average loss. Accordingly, the Annual Report on the CSR activities has not been included in this report.

The Contents of Corporate Social Responsibility Policy has been included as part of the Directors Report as âAnnexure - Iâ thereto and can also be accessed at the website of the Company.

DIRECTORSâ RESPONSIBILITY STATEMENT

In accordance with the provisions of section 134(5) of the companies act, 2013 the board hereby submits its responsibility statement:-

(a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) The directors had 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 at the end of the financial year and of the profit and loss of the company for that period;

(c) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) The directors had prepared the annual accounts on a going concern basis; and

(e) The Directors had laid down internal Financial Control to be followed by the Company and that such Internal Financial Controls are adequate and were operating effectively.

(f) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

COMMITTEES OF THE BOARD

In order to comply with the requirements of the Companies Act, 2013, read with rules made thereunder as amended from time to time and the SEBI (LODR) Regulations, 2015 the Company has constituted various committees of the Board. At present, the followings are the committees of the Board which comprises of the following directors:-

(a) Audit Committee

Sh Vinumon Kizhakkeveetil Govindan, Chairman Sh Radhey Shyam Sh. M.K. Rastogi

(b) Corporate Social Responsibility Committee

Sh. Vinumon Kizhakkeveetil Govindan, Chairman Sh Radhey Shyam Sh M.K. Rastogi

(c) Nomination and Remuneration Committee

Sh Vinumon Kizhakkeveetil Govindan, Chairman Sh Radhey Shyam Ms. Geeta Gilotra

(d) Stakeholders Relationship Committee

Sh Vinumon Kizhakkeveetil Govindan, Chairman Sh Radhey Shyam Sh M.K. Rastogi

LISTING OF SHARES

The equity shares of your company are listed on the National Stock Exchange of India Limited (NSE) and the BSE Limited (known as Bombay Stock Exchange). The listing fee for the year 2018-2019 has already been paid to both the Stock Exchanges.

WHISTLE BLOWER POLICY - VIGIL MECHANISM

In terms of the provisions of Sec 177(9) & (10) of the Companies Act, 2013 and in compliance of provisions of Regulation 22 of the SEBI (LODR) Regulations, 2015, a Vigil Mechanism for Stakeholders, Employees and Directors of the Company has been established. The Whistle Blower Policy duly approved by the Board of Directors has been uploaded on the website of the Company.

RELATED PARTY TRANSACTIONS

The Related Party Transactions that were entered during the financial year under review were on armâs length basis and were in the ordinary course of business. There were no materially significant Related Party Transactions entered into by the Company during the year under review. None of the Directors has any pecuniary relationships or transactions vis-a-vis the Company. The Board of Directors, on the recommendation of the Audit Committee, has approved a policy to regulate transactions between the Company and its Related Parties, in compliance with the applicable provisions of the Companies Act, 2013, the Rules made there under and in compliance of provisions of Regulation 23 of the SEBI (LODR) Regulations, 2015. The Policy on Related Party Transactions has been uploaded on the website of the Company. Particulars of contracts/arrangements entered into by the company with related parties referred to in sub section (1) of section 188 of the Companies Act, 2013 including certain armâs length transactions under third proviso thereto is enclosed as âAnnexure-vâ.

DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY

The Board of Directors has adopted the Risk Management Policy which sets out the framework for the management of risks faced by the Company in the conduct of its business to ensure that all business risks are identified, managed and monitored. The contents of Risk Management Policy have been included in Management Discussion and Analysis forming part of this report.

INTERNAL CONTROLS SYSTEMS AND THEIR ADEQUACY

The Company has proper and adequate system of internal controls. The information about Internal Controls is set out in the Management Discussion and Analysis forming part of this report.

SIGNIFICANT AND MATERIAL ORDER PASSED BY REGULATORS

There is no Order passed against the company by the regulators or courts or tribunals impacting the going concern status and companyâs operations in future during the period under review.

INTERNAL FINANCIAL CONTROLS

The Company has established Internal Financial Control System for ensuring the orderly and efficient conduct of the business including adherence to Companyâs policies, the safeguarding of assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable Financial Statements.

CORPORATE GOVERNANCE

The Company has complied with all the mandatory provisions of Corporate Governance as prescribed in the SEBI (LODR) Regulations, 2015. A separate report on Corporate Governance is included as a part of the Annual Report along with Auditorâs Certificate on its compliance.

CONSOLIDATED FINANCIAL STATEMENTS

The Annual Accounts and related information of Associate/Joint Venture will be made available, upon request and also be open for inspection at the Registered Office, by any Shareholder.

SUBSIDIARY COMPANY

During the period, Company has no Subsidiary Company.

REMUNERATION OF THE DIRECTORS / KEY MANAGERIAL PERSONNEL (KMP) AND PARTICULARS OF EMPLOYEES

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

Sl. No.	Name of Director/KMP	Category	Ratio of remuneration of each director to median remuneration of Employees	% increase in Remuneration
1.	Manoj Kumar Rastogi	Managing Director	-	-
2.	AshokYadav	Company Secretary	-	-
3.	Vinay Jain	Chief Financial Officer	-	-

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 are 2(two).

(iv) Average percentile increase 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.

Company has incurred losses during last two financial year. Therefore remuneration has not been compared

(v) The remuneration paid to the Directors / Key Managerial Personnel (KMP) is in accordance with the remuneration policy of the Company.

(vi) Statement of Top ten employees. At present number of permanent employees are 2(two) of the Company, the prescribed details of employees are as under:

S. No.	Name	Designation	Remuneration received (Rs. in lacs)	Nature of employment, whether contractual or otherwise	Qualifications	Experience (Years)	Date of commencement of employment	Age	Last Employment	% of shares held
1	AshokYadav	Company Secretary	10.51	Regular	C.S.	18	1.10.2014	45	Jindal Photo Investments Ltd.	NIL
2	Vinay Jain	Chief Financial Officer	4.79	Regular	B.Com and MBA (Finance)	18	16.05.2017	41	Jindal Photo Investments Ltd.	NIL

Above employees are not related to any director of the Company.

(vii)There is no employee of the Company employed throughout the Financial Year 2017-18 and were paid remuneration not less than Rs. 102 Lacs per annum and also is no employee who have worked for the part of the year and were paid remuneration during the Financial Year 2017-18 at a rate which in aggregate was not less than Rs. 8.5 Lacs per month:

SHARE REGISTRY ACTIVITIES

Company has appointed M/s Link Intime India Pvt Limited, a Category I, Registrar and Share Transfer Agent registered with SEBI to handle the work related to share registry.

AUDITORS

M/s Suresh Kumar Mittal & Co., Chartered Accountant (Firm Registration number 500063N) had been appointed as Statutory Auditors of the Company for a period of 5 years from the conclusion of 14^th Annual General Meeting till the conclusion of 19^th Annual General Meeting subject to ratification by members at every subsequent AGM. However in view of prevalent statutory provisions, appointment of Statutory Auditors is not required to be ratified at every subsequent Annual General Meeting, hence ratification of appointment of statutory auditors is not included in agenda items of the Notice.

AUDITORSâ REPORT

There is no fraud report by the auditors in their report during the period under review. The comments / observations of Auditors are explained wherever necessary in the appropriate notes to the accounts which are self-explanatory and do not call for further explanation.

With reference to observation made by the Statutory Auditors in respect of non-receipt of representation in terms of Section 164(2) of the Companies Act, 2013 from Mr. Shiv Kumar Mittal, Director it is hereby explained that Pursuant to Rule 14(1) of Companies (Appointment and Qualification of Directors) Rules, 2014 every director shall inform to the Company concerned about his disqualification under Section 164(2) in Form DIR 8 before he is appointed or re-appointed. Mr. Shiv Kumar Mittal was appointed director of the Company for a period of 5 years on 18th September, 2014 up to 17th September, 2019. Accordingly Company has not received Form DIR 8 from Mr. Shiv Kumar Mittal as at 31.3.2018 stating his disqualification under Section 164(2) of the Act. Mr. Shiv Kumar Mittal has also ceased to be director of the Company w.e.f 15.5.2018.

Further pursuant to Section 184 (1) of the Companies Act, 2013 every existing director is required to give Notice of Interest giving details of directorship held in other companies in prescribed Form MBP 1 at the first board meeting held in every financial year. Mr. Shiv Kumar Mittal ceased to be director w.e.f 15.5.2018 and the first board meeting during the current financial year 201819 was held on 30.5.2018. Therefore, company has not received Form MBP 1 from Mr. Shiv Kumar Mittal giving Notice of his Interest in other entities.

SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT

The Board had appointed M/s Grover Ahuja & Associates, Company Secretaries in Whole -time Practice, to carry out Secretarial Audit under the provisions of Section 204 of the Companies Act, 2013 for the financial year 2017-18. The report of the Secretarial Auditor is annexed to this report as Annexure III. The report does not contain any qualification. The comments / observations of Secretarial Auditors are explained wherever necessary.

The report does not contain any qualification except one comment / observation that there was no CFO in the Company during the period from 24th March, 2017 till 15th May, 2017. It is hereby explained that the Company couldnât find a suitable person for the office of CFO during the aforesaid period and find the suitable incumbent Mr. Vinay Jain for the office of CFO and appointed him w.e.f. 16.5.2017.

INTERNAL AUDITOR AND INTERNAL AUDIT REPORT

The Board had appointed M/s Sachin Agrawal & Gupta, Chartered Accountant (Firm Registration number 10010C) to carry out Internal Audit under the provisions of Section 138 of the Companies Act, 2013 for the financial year 2017-18. The Internal Auditor conduct internal audit in respect of affairs of the Company on quarterly basis and submit their quarterly report to the Audit Committee. The Audit Committee review the report of the Internal Auditor in their meeting. Internal Auditor is the permanent invitee to the Audit Committee meeting.

NOMINATION AND REMUNERATION POLICY

The Board of Directors, on the recommendation of the Nomination & Remuneration Committee, has approved a policy for selection, appointment & remuneration of Directors, Key Managerial Personnel (KMP) and Senior Management employees of the Company. The salient features of said policy is enclosed as a part of this report as âANNEXURE - IVâ and complete policy can also be accessed at the website of the Company.

MATERIAL CHANGES

There is no material changes and commitments affecting the financial position of the Company during the period under review.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company donât 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.

WEB-LINK OF ANNUAL RETURN

In view of Ministry of Corporate Affairs notification dated 31st July, 2018 Annual Return of the Company shall be available on the website of the Company viz. www.jindalphoto.com having following web link, http:// www.jindalphoto.com/investor_relations.htm pursuant to compliance of Section 92(3) of the Companies (Amendment) Act, 2017.

ACKNOWLEDGEMENT

Your Directors take this opportunity to express their sincere appreciation towards the whole-hearted support and co-operation of Banks, employees, various government authorities and all other stakeholders.

for Jindal Photo Ltd.

For and on behalf of the Board

(Manoj Kumar Rastogi) (vinumon K.G.)

Managing Director Director

DIN: 07585209 DIN: 07558990

Place : New Delhi

Dated : 14^th August, 2018

Mar 31, 2016

To the members,

The Directors have pleasure in presenting the Thirteenth Annual Report together with the audited financial statements of the Company for the year ended 31^st March 2016.

FINANCIAL RESULTS

(Rs./Lac)

	Year ended 31-3-2016	31-3-2015
Income	-	-
Profit/(Loss) before Interest, Depreciation & Tax Less:	(88)	(17)
i) Provision for Depreciation	7	7
ii) Provision for Taxation	-	-
iii) Deferred Tax Liability/(Asset) for the year	-	-
iv) Taxation related to earlier period	-	-
v) Finance Cost	62	-
Profit/(Loss) After Tax	(157)	(24)
Add: Previous year profit brought forward	8566	8590
Balance Available for appropriations	-	-
Appropriations	-	-
Transfer to Reserve Fund	-	-
Balance Carried to Balance Sheet	8409	8566

DEMERGER OF MANUFACTURING DIVISION OF THE COMPANY

The Board of Directors of Jindal Photo Limited at their meeting held on 12^th January 2015 approved the scheme of arrangement (''the scheme'') between Jindal Photo Limited ("Demerged Company") and Jindal Poly Films Limited ("Resulting Company") for the demerger of the demerged undertaking (as defined in part (Ill) of the Scheme - Business of Manufacture, production, sale and distribution of photographic products of demerged company into the Resulting Company.

The scheme had been approved by BSE Limited ("BSE") and National Stock Exchange of India Limited ("NSE") vide their letter dated 11.03.2015 & 12.03.2015 respectively. Equity shareholders and secured creditors of the Company had also approved the scheme in their respective meetings held on 13^th August 2015 as per the direction of Hon''ble High Court of judicature at Mumbai. The Hon''ble High Court of Judicature at Allahabad and Bombay vide their Order dated 12^th October, 2015 and 26^th February, 2016 respectively also sanctioned the Scheme of Arrangement.

As per the scheme, the Demerged Undertaking of Jindal Photo Limited stand transferred to the Resulting Company with effect from 1^st April 2014, the Appointed Date. Creditors and the core operations has been transferred to the Resulting Company i.e. Business of Manufacture, production, sale and distribution of photographic products.

The Company has made all Statutory Compliances and received necessary confirmation from SEBI through NSE (Designated Stock Exchange). Pursuant to the sanctioned/ approved Demerger Scheme, Company had fixed 13^th May, 2016 as record date. In terms of Share Exchange Ratio, the Jindal Poly Films Limited (Resulting Company) has issued and allotted on 30^th May, 2016 fully paid-up 17,38, 700 equity shares to the equity shareholders of Jindal Photo Ltd. (Demerged/Transferor Company) as per Share Exchange Ratio specified in the sanctioned Scheme.

OPERATIONS

Presently your company is engaged in the business of holding strategic investment in shares of group companies and has earned total revenue of Rs. 2.40 lacs and Loss of Rs. 157 lacs.

DIVIDEND

The Board of Directors has not recommended any dividend during the financial year.

Ms. Gunjan Gupta, Mr. Uttam Garodia, Mr. Krishnaswamy Ramaswamy Iyer, Mr. Kamal Kumar Jain and Mr. Shammi Gupta have ceased to be directors of the Company. Mr. Vinumon Kizhakkeveetil Govindan, Ms. Geeta Gilotra and Mr. Manoj Kumar Rastogi has appointed Directors and Managing Director respectively of the Company. For details refer the Corporate Governance Report that forms part of this Annual Report.

NUMBER OF MEETINGS

The Board met six times during the Financial Year, the details of which are given in the Corporate Governance Report that forms part of this Annual Report. The intervening gap between any two meetings was within the period prescribed by the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015.

DETAILS OF LOAN & GUARANTEE

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 :-

a) Details of investments made by the Company as on 31^st March, 2016 (including investments made in previous years). The details of which are given in the Note 8 to the Financial Statements that forms part of this Annual Report

b) Details of loans given by the Company:

(i) Mandakini Coal Co Ltd. : Rs. 537.85 lacs

c) Details of Corporate Guarantee given by the Company

(i) To Axis Bank Limited in respect loan given to Mandakini Coal Co Ltd. : Rs. 2026 lacs

RISK MANAGEMENT

Your Company recognizes that risk is an integral part of business and is committed to manage the risks in a proactive and efficient manner. Your Company periodically assesses risks in the internal and external environment, along with the cost of treating risks and incorporates risk treatment plans in its strategy. The Internal Audit Department facilitates the execution of Risk Management Practices in the Company, in the areas of risk identification, assessment, monitoring, mitigation and reporting. The Company has laid down procedures to inform the Audit Committee as well as the Board of Directors about risk assessment & management procedure and status.

All properties of the Company have been properly insured against all kind of risks.

ISSUE OF SHARE CAPITAL

There is no further issue of share capital during the year. DEPOSITS

The Company has not accepted any deposit during the period.

SELECTION OF NEW DIRECTORS AND BOARD MEMBERSHIP CRITERIA

The Nomination and Remuneration Committee works with the Board to determine the appropriate characteristics, qualification, skills and experience for the Board as a whole and its individual members with the objective of having a Board with diverse backgrounds and experience. As per the provisions of Section 178(3) of the Companies Act, 2013, the Nomination and Remuneration Committee has formulated a "Policy on Remuneration of Director, Key Managerial Personnel & Senior Employees'' and same can be assessed at the website of the company.

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

The Policy on the Company''s familiarization programme for Independent Directors has been uploaded at the company''s website.

INDEPENDENT DIRECTORS DECLARATION

BOARD EVALUATION

The Board evaluated the effectiveness of its functioning and that of the Committees and of individual directors by seeking their inputs on various aspects of Board/ Committee Governance.

The aspects covered in the evaluation included the contribution to and monitoring of corporate governance practice and the fulfillment of Directors'' obligations and fiduciary responsibilities, including but not limited to, active participation at the Board and Committee meetings.

Meeting with Independent directors and the Chairman of the Nomination and Remuneration Committee had one-on-one meetings with the Executive and Non-Executive Directors. These meetings were intended to obtain Directors'' inputs on effectiveness of Board/Committee processes.

CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE

In compliance with Section 135 of the Companies Act, 2013, the Board of Directors has constituted the QSR 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 as specified in Schedule VII of the Companies Act, 2013.

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.

During the year under review, Corporate Social Responsibility Committee met on 12^th February, 2016 and the same was attended by all the committee members. The Company wanted to spend the amount on its own by undertaking the projects, programs or activities as specified in Schedule VII of the Companies Act, 2013. However the Company could not undertake the activities due to company has incurred average loss during the Financial Year 2015-16. Accordingly, the Annual Report on the CSR activities has not been included in this report.

The Contents of Corporate Social Responsibility Policy has been included as part of the Directors Report as "Annexure - I" thereto and can also be accessed at the website of the Company.

DIRECTORS'' RESPONSIBILITY STATEMENT

In accordance with the provisions of section 134(5) of the companies act, 2013 the board hereby submits its responsibility statement:-

(a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) the directors had 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 at the end of the financial year and of the profit and loss of the company for that period;

(d) The directors had prepared the annual accounts on a going concern basis; and

(e) The Directors had laid down internal Financial Control to be followed by the Company and that such Internal Financial Controls are adequate and were operating effectively.

(f) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

COMMITTEES OF THE BOARD

Due to change in the composition of the Board of the Company and to comply with the requirements of the Companies Act, 2013, read with rules made there under as amended from time to time and the SEBI (LODR) Regulations, 2015 at present, the followings committees of the Board has been constituted/reconstituted comprises of the following directors:-

(a) Audit Committee:

Sh Vinumon Kizhakkeveetil Govindan, Chairman Sh Shiv Kumar Mittal Sh. M.K. Rastogi

(b) Corporate Social Responsibility Committee

Sh. Vinumon Kizhakkeveetil Govindan, Chairman Sh Shiv Kumar Mittal Sh M.K. Rastogi

Sh Vinumon Kizhakkeveetil Govindan, Chairman Sh Shiv Kumar Mittal Sh. Geeta Gilotra

(d) Stakeholders Relationship Committee

Sh Vinumon Kizhakkeveetil Govindan, Chairman Sh Shiv Kumar Mittal Sh M.K. Rastogi

LISTING OF SHARES

The equity shares of your company are listed on National Stock Exchange of India Limited and BSE Limited (known as Bombay Stock Exchange). The listing fee for the year 2016-2017 has already been paid to both the stock exchanges.

WHISTLE BLOWER POLICY - VIGIL MECHANISM

RELATED PARTY TRANSACTIONS

The Related Party Transactions that were entered during the financial year under review were on arm''s length basis and were in the ordinary course of business. There were no materially significant Related Party Transactions entered into by the Company during the year under review. None of the Directors has any pecuniary relationships or transactions vis-a-vis the Company. The Board of Directors, on the recommendation of the Audit Committee, has approved a policy to regulate transactions between the Company and its Related Parties, in compliance with the applicable provisions of the Companies Act, 2013, the Rules made there under and in compliance of provisions of Regulation 23 of the SEBI (LODR) Regulations, 2015. The Policy on Related Party Transactions has been uploaded on the website of the Company. Particulars of contracts/arrangements entered into by the company with related parties referred to in sub section (1) of section 188 of the Companies Act, 2013 including certain arm''s length transactions under third proviso thereto is enclosed as "Annexure-VI".

DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY

INTERNAL CONTROLS SYSTEMS AND THEIR ADEQUACY

The Company has proper and adequate system of internal controls. The information about Internal Controls is set out in the Management Discussion and Analysis forming part of this report.

INTERNAL FINANCIAL CONTROLS

The Company has established Internal Financial Control System for ensuring the orderly and efficient conduct of the business including adherence to Company''s policies, the safeguarding of assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable Financial Statements.

CORPORATE GOVERNANCE

CONSOLIDATED FINANCIAL STATEMNTS

In accordance with Accounting Standard 21 - Consolidated Financial Statements, the consolidated accounts form part of this report & accounts. These accounts have been prepared from the audited/un-audited financial statements received from Joint Venture/Subsidiary Companies, as approved by their Board of Directors. The Consolidated Financial Statements also reflects minority interest in associates as per Accounting Standard - 23 on "Accounting for investments in associates in Consolidated Financial Statements and proportionate share of interest in Joint Venture as per Accounting Standard - 27 on "Financial Reporting of interest in Joint Ventures." Pursuant to the provisions of Section 129 of the Companies Act, 2013 and rules framed there under, the salient features of the financial statements, performance and financial positions of each subsidiary and a joint venture is enclosed as "Annexure-II"

SUBSIDIARY COMPANIES AND THEIR FINANCIAL STATEMENTS

Consolidated Mining Limited, Mandakini Exploration and Mining Limited, Xeta Properties Private Limited, Opus Conbuild Private Limited, Opus Prop build Private Limited, Cornet Ventures Limited, Jindal India Powertech Limited, Jindal India Thermal Power Limited, Hindustan Powered Limited, Edward Supply Private Limited and Jindal Solar Powertech Limited are continuing to be the subsidiaries of the Company during the period under review. Jindal Operation and Maintenance Limited has become subsidiary of the Company during the financial year. Jindal Imaging Limited and Jindal Photo Imaging Limited have ceased to be subsidiaries of the Company pursuant to sanctioned scheme of demerger between Jindal Photo Ltd. and Jindal Poly Films Ltd. and their respective shareholders and creditors.

The Annual Accounts and related information of these subsidiaries will be made available, upon request and also be open for inspection at the Registered Office, by any Shareholder.

REMUNERATION OF THE DIRECTORS / KEY MANAGERIAL PERSONNEL (KMP) AND PARTICULARS OF EMPLOYEES

There is no employee of the Company employed throughout the Financial Year 2015-16 and were paid remuneration not less than Rs. 60 Lacs per annum and also is no employee who have worked for the part of the year and were paid remuneration during the Financial Year 2015-16 at a rate which in aggregate was not less than Rs. 5 Lacs per month:

Sl. No.	Name of Director/KMP	Category	Ratio of remuneration of each director to median remuneration of Employees	% increase in Remuneration
1.	Shammi Gupta	Managing Director	-	-
2.	Krishnaswamy Ramaswamy Iyer	Whole Time Director	^-	^-
3.	Manoj Kumar Rastogi	CFO	-	-
4.	AshokYadav	Company Secretary	-	-

Pursuant to sanctioned scheme of arrangement, between Jindal Photo Limited ("Demerged Company") and Jindal Poly Films Limited ("Resulting Company") the remuneration paid to Mr. Shammi Gupta, Managing Director, Mr. Krishnasamy Ramaswamy, Whole Time Director and Mr. Manoj Kumar Rastogi, CFO is pertaining to demerged undertaking which has been demerged into Resulting Company and accordingly details of remuneration paid to above managerial personal is not shown hereinabove.

(i) The percentage decrease in the median remuneration of employees in the financial year is not comparable.

(ii) The number of permanent employees is 1(one).

(iii) The explanation on the relationship between average decrease in remuneration and Company performance are not comparable due to losses.

(iv) remuneration of the Key Managerial Personnel against the performance of the Company is not comparable.

Particulars	(in Rs. Lacs)
Remuneration of Key Managerial Personnel aggregated	10.87
Revenue (Total Income)	2.40
Remuneration (as % of revenue)	-
Net profit/(Loss) for the year	(156.51)
Remuneration (as % of Net Profit for the year )	-

(v) Variations in the market capitalization of the Company, price earnings ratio as at the closing date of the current financial year and previous financial year and percentage increase over decrease in the market quotations of the shares of the Company in comparison to the rate at which the Company came out with the last public offer in case of listed companies, and in case of unlisted companies, the variations in the net worth of the Company as at the close of the current financial year and previous financial year.

Particulars	As at 31st March, 2016	As at 31st March, 2015	Variation
Closing rate of Share (NSE) (Rs. per share)	160.90	124.95	28.77 %
EPS (Rs. per share)	(1.53)	(0.23)	(565.22 %)
Market Capitalization (Rs.in Crores)	165.06	128.18	28.77 %
Price Earnings ratio	0	0	0 %

(vi) Average percentile increase 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.

Company has incurred losses during last two financial year. Therefore remuneration has not been compared

(vii)Comparison of remuneration of the Key Managerial Personnel against the performance of the Company. Company has incurred losses during last two financial year. Therefore remuneration has not been compared against the performance of the Company.

(viii) The key parameters for any variable component of remuneration availed by the directors: NIL

(ix) The ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year: NIL

(x) The remuneration paid to the Directors / Key Managerial Personnel (KMP) is in accordance with the remuneration policy of the Company.

SHARE REGISTRY ACTIVITIES

Company has appointed M/s Link In time India Pvt Limited, a Category I, Registrar and Share Transfer Agent registered with SEBI to handle the work related to share registry.

AUDITORS

M/s B K Shroff & Company, Chartered Accountants, New Delhi, the statutory auditors of your Company are retiring at the ensuing Annual General Meeting and being eligible, we recommend their re-appointment. They have furnished a certificate to the effect that their re-appointment, if made, will be in accordance with the provisions of Companies Act, 2013.

AUDITORS'' REPORT

The comments / observations of Auditors are explained wherever necessary in the appropriate notes to the accounts which are self-explanatory and do not call for further explanation.

SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT

16. The report of the Secretarial Auditor is annexed to this report as Annexure III. The report does not contain any qualification.

NOMINATION AND REMUNERATION POLICY

The Board of Directors, on the recommendation of the Nomination & Remuneration Committee, has approved a policy for selection, appointment & remuneration of Directors, Key Managerial Personnel (KMP) and Senior Management employees of the Company. The said policy is enclosed as a part of this report as "ANNEXURE - IV".

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company don''t have any manufacturing facility, in view 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.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return as provided under sub-section (3) of Section 92 in Form MGT 9 is enclosed in "ANNEXURE - V".

ACKNOWLEDGEMENT

For and on behalf of the Board

(Manoj Kumar Rastogi) (Vinumon K.G.)

Managing Director Director

DIN: 07585209 DIN: 07558990

Place : New Delhi

Dated : 22^nd August, 2016

Mar 31, 2014

To the members,

The Directors have pleasure in presenting the Eleventh Annual Report together with the audited financial statements of the Company for the year ended 31st March 2014.

FINANCIAL RESULTS (Rs./Lac)

Year Ended Year Ended 31/03/2014 31/03/2013

Revenue from operations 39384 52108

profit/(Loss) before Finance cost, Depreciation & Tax (2445) 1364

Less : i) Finance Cost 543 549

ii) Depreciation 180 179

iii) Provision for Taxation, including previous years (688) 290

iv) Deferred Tax Liability/(Asset) for the year (239) 16

profit/(Loss) After Tax (2241) 330

Balance Brought Forward 15103 14773

profit Available for appropriations 12862 15103

Appropriation

Provision for Dividend - -

Tax on Dividend - -

Transfer to General Reserves - -

Balance Carried to Balance Sheet 12862 15103

OPERATIONS

During the year under review, your company has earned revenue from operations of Rs. 393.84 Crores and however incurred operation loss of Rs. 24.45 Crores. This loss is mainly because of foreign exchange fuctuations and change in accounting policy during the financial year 2013-14. The Company is looking forward positively to do better in coming years in view of adequate measures taken by the company to prevent the operation losses. The Company is continue to have marketing tie up with Kodak (Singapore) Pte. Limited, as their Authorised Seller in India to promote, market, sell and distribute its products such as photographic paper, chemicals and Retail System Solution portfolio of thermal printers and media.

DIVIDEND

The Board of Directors has not recommended any dividend during the financial year to use internal accruals within the Company for meeting its future business requirements.

ISSUE OF SHARE CAPITAL

There is no further issue of equity share capital during the year. However Company has issued and allotted 4,74,00,000/- (Rs. Four Crore Seventy Four Lac Only) zero percent redeemable Non- convertible preference shares face value of Rs. 10/- each fully paid up aggregating to Rs. 47,40,00,000/- by converting unsecured loan and interest thereon to promoter group companies namely Consolidated Finvest and Holdings Limited and Jindal Photo Investments Limited on 28th March, 2014.

DEPOSITS

The Company has not accepted any deposit during the period.

DIRECTORS

The Board of the Company has been re-constituted in compliance of the provisions of the Companies Act, 2013 read with rules made thereunder as amended from time to time and also in compliance of Listing Agreement with the Stock Exchanges. Mr. Shiv Kumar

Mittal, Mr. Kamal Kumar Jain and Mr. Uttam Garodia has been recommended to be appointed as Independent Directors of the Company not liable to retire by rotation for a period of 5 years. Ms. Gunjan Gupta has also been recommended to be appointed as Non-Executive Director of the Company, liable to retire by rotation. For details in respect of appointment of aforesaid directors Explanatory Statement to the Notice of the meeting Item No. 3 to 6 may be referred.

DIRECTORS'' RESPONSIBILITY STATEMENT AS PER SECTION 217(2AA) OF THE COMPANIES ACT, 1956.

The Directors confirm:

a) That in the preparation of the annual accounts, the applicable accounting standards have been followed alongwith proper explanations relating to material departures, if any;

b) That they 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 at the end of the financial year and of the profit or loss of the company for the year under review;

c) That they have taken proper and suffcient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 and for preventing and detecting frauds and other irregularities;

d) That they have prepared the annual accounts on ''going concern'' basis.

COMMITTEES OF THE BOARD

Due to change in the composition of the Board of the Company and to comply with the requirements of the Companies Act, 2013, read with rules made thereunder as amended from time to time and Listing agreement with the Stock Exchanges at present, the followings committees of the Board has been constituted/reconstituted comprises of the following directors:-

(a) Audit Committee:

Sh Kamal Kumar Jain, Chairman Sh Shiv Kumar Mittal Sh Shammi Gupta

(b) Corporate Social Responsibility Committee

Sh Shiv Kumar Mittal, Chairman Sh Shammi Gupta Sh Uttam Garodia

(c) Nomination and Remuneration Committee

Sh Kamal Kumar Jain, Chairman

Sh Shiv Kumar Mittal Ms Gunjan Gupta

(d) Stakeholders Relationship Committee

Sh Kamal Kumar Jain, Chairman Sh Shiv Kumar Mittal Sh Shammi Gupta

LISTING OF SHARES

The equity shares of your company are listed on National Stock Exchange of India Limited and BSE Limited (known as Bombay Stock Exchange). The listing fee upto the year 2014-2015 has already been paid to both the stock exchanges.

CORPORATE GOVERNANCE

The Company has complied with all the mandatory provisions of Corporate Governance as prescribed in terms of clause 49 of the Listing Agreement with the Stock Exchanges. A separate report on Corporate Governance is included as a part of the Annual Report along with Auditor''s Certifcate on its compliance.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with Accounting Standard 21 Â Consolidated Financial Statements, the consolidated accounts form part of this report & accounts. These accounts have been prepared from the audited/un-audited financial statements received from Joint Venture/Subsidiary Companies, as approved by their Board of Directors.

Consolidated Financial Statements also refects minority interest in associates as per Accounting Standard Â 23 on "Accounting for investments in associates in Consolidated Financial Statements and proportionate share of interest in Joint Venture as per Accounting Standard Â 27 on "Financial Reporting of interest in Joint Ventures."

SUBSIDIARY COMPANIES AND THEIR FINANCIAL STATEMENTS

Jindal Imaging Limited, Cornet Ventures Limited, Jindal Photo Imaging Limited (Formally known as Jindal Photo Investments and Finance Limited), Jindal India Power tech Limited, Jindal India Thermal Power Limited, Hindustan Powergen Limited, Edward Supply Private Limited and Jindal Solar Powertech Limited are continuing to be the subsidiaries of the Company during the period under review.

The Ministry of Corporate Affairs, Government of India has allowed general exemption to Companies from complying with Section 212(8) of the Companies Act, 1956, provided such companies publish audited consolidated financial statements in the Annual report. Your Board has decided

to avail the said general exemption from applicability of provisions of Companies Act, 1956 and accordingly, the Annual Accounts of the above Subsidiary Companies for the financial year ended March 31, 2014 are not being attached with the Annual report of the Company and the specified financial highlights of the said Subsidiary Companies are disclosed in the Annual Report, as part of the Consolidated Financial Statements. The audited Annual Accounts and related information of subsidiary companies will be made available, upon request and also be open for inspection at the Registered office, by any Shareholder.

INVESTMENT IN JINDAL INDIA POWERTECH LIMITED

The company has so far invested Rs. 35.73 crore in Redeemable Preference Shares of Jindal India Powertech Limited. However there is no further investment made in Equity shares of Jindal India Powertech Limited, during the year under review.

INVESTMENT IN MANDAKINI COAL COMPANY LIMITED

The Company has not made investment in the share capital in its Joint Venture Company namely Mandakini Coal Company Limited, during the year under review.

SHARE REGISTRY ACTIVITIES

In terms of SEBI circular No. D&CC/FITTC/CIR-15/2002 dated 27th December, 2002, your company has appointed M/s Link Intime India Pvt Limited (formerly Intime Spectrum Registry Limited), a Category I, Registrar and Share Transfer Agent registered with SEBI to handle the work related to share registry.

AUDITORS

M/s B K Shroff & Company, Chartered Accountants, New Delhi, the statutory auditors of your Company are retiring at the ensuing Annual General Meeting and being eligible, we recommend their re-appointment. They have furnished a certifcate to the effect that their re-appointment, if made, will be in accordance with the provisions of the Companies Act, 1956 and/or the Companies Act, 2013.

AUDITORS'' REPORT

The comments / observations of Auditors are explained wherever necessary in the appropriate notes to the

accounts which are self-explanatory and do not call for further explanation.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

A statement containing necessary information, as required under the Companies (Disclosure of particulars in the report of Board of Directors) Rules, 1988 is annexed and forms part of this report.

PERSONNEL

Your directors would like to place on record their appreciation of the dedicated and loyal services rendered by the officers, staff and workers of the Company.

The information required under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employee) Rules, 1975 are not applicable to the Company as there is no employee who has received the remuneration of Rs. 5,00,000 per month and/or above or Rs. 60,00,000 per annum and/or above during the year under review.

ISO 9001:2008 ACCREDITATION

Your Company''s manufacturing facilities at Dadra & Nagar Haveli continues to maintain ISO Standard and achieved the prestigious ISO 9001:2008 certification by SGS, a leading international certification company.

ACKNOWLEDGEMENT

Your Directors take this opportunity to express their sincere appreciation towards the whole-hearted support and co-operation of M/s Fujiflm Corporation, Japan, M/s Fuji Hunt Photographic Chemicals Pte Ltd., Singapore, Kodak (Singapore) Pte. Limited, Banks and various government authorities. The Directors also thank its Agents, Dealers and Customers for their continued patronage of the Company''s products.

For and on behalf of the Board (Shammi Gupta) (Kamal Kumar Jain) Managing Director Director DIN:00006384 DIN: 00649522

Place : New Delhi Dated : 14th August, 2014

Mar 31, 2013

To the members,

The Directors have pleasure in presenting the Tenth Annual Report together with the audited accounts of the Company for the year ended 31st March 2013.

FINANCIAL RESULTS

(Rs./Lac) Year Ended 31/03/2013 31/03/2012

Revenue from operations 52108 43893

Profit before Finance cost, Depreciation & Tax 1364 2766

Less : i) Finance Cost 549 198

ii) Depreciation 179 180

iii) Provision for Taxation, including previous years 290 894

iv) Deferred Tax Liability/(Asset) for the year 16 (16)

Profit After Tax 330 1510

Balance Brought Forward 14773 13533

Profit Available for appropriations 15103 15043

Appropriation

Provision for Dividend 103

Tax on Dividend 17

Transfer to General Reserves 151

Balance Carried to Balance Sheet 15103 14,773

OPERATIONS

During the year under review, your company has earned revenue from operations of Rs. 521.08 Crores and earned operational profit of Rs. 13.64 Crores. The Company is looking forward positively to do continuously better in coming years in view of marketing tie up with Kodak (Singapore) Pte. Limited, as their Authorised Seller in India to promote, market, sell and distribute its products such as photographic paper, chemicals, roll films, cine positive films and Retail System Solution portfolio of thermal printers and media.

DIVIDEND

The Board of Directors has not recommended any dividend during the financial year to use internal accruals within the Company for meeting its future business requirements.

ISSUE OF SHARE CAPITAL

There is no further issue of share capital during the year.

DEPOSITS

The Company has not accepted any deposit and the provisions of Section 58 A of the Companies Act, 1956 are not applicable to the Company.

DIRECTORS

Mr. Shiv Kumar Mittal is retiring by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

Mr. Shiv Kumar Mittal and Mr. Kamal Kumar Jain, who were appointed as an additional director on the board on 30th August, 2012, had been confirmed as director by the Shareholders at the previous Annual General Meeting.

DIRECTORS'' RESPONSIBILITY STATEMENT AS PER SECTION 217(2AA) OF THE COMPANIES ACT, 1956.

The Directors confirm:

a) That in the preparation of the annual accounts, the applicable accounting standards have been followed alongwith proper explanations relating to material departures, if any;

b) That they 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 at the end of the financial year and of the profit or loss of the company for the year under review;

c) That they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 and for preventing and detecting frauds and other irregularities;

d) That they have prepared the annual accounts on Âgoing concern'' basis.

AUDIT COMMITTEE

At present, the audit committee comprises of the following directors:

Mr. Kamal Kumar Jain, Chairman

Mr. Shiv Kumar Mittal

Mr. Shammi Gupta

LISTING OF SHARES

The equity shares of your company are listed on National Stock Exchange Limited & Bombay Stock Exchange Limited.

The listing fee upto the year 2013-2014 has already been paid to both the stock exchanges.

CORPORATE GOVERNANCE

The Company has complied with all the mandatory provisions of Corporate Governance as prescribed in terms of clause 49 of the Listing Agreement with the Stock Exchanges. A separate report on Corporate Governance is included as a part of the Annual Report along with Auditor''s Certificate on its compliance.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with Accounting Standard 21 Â Consolidated Financial Statements, the consolidated accounts form part of this report & accounts. These accounts have been prepared from the audited financial statements received from Subsidiary Companies, as approved by their Board of Directors.

Consolidated Financial Statements also reflects minority interest in associates as per Accounting Standard Â 23 on "Accounting for investments in associates in Consolidated Financial Statements and proportionate share of interest in Joint Venture as per Accounting Standard Â 27 on "Financial Reporting of interest in Joint Ventures."

SUBSIDIARY COMPANIES AND THEIR FINANCIAL STATEMENTS

Jindal Imaging Limited, Cornet Ventures Limited, Jindal Photo Investments and Finance Limited, Jindal India Powertech Limited, Jindal India Thermal Power Limited and Hindustan Powergen Limited are continuing to be the subsidiaries of the Company during the period under review. Edward Supply Private Limited and Jindal Solar Powertech Limited have become Subsidiary of the Company.

Consolidated Imaging Limited and Jindal India Power Ventures Limited have ceased to be subsidiaries of the Company in view of scheme of amalgamation approved by Hon''ble High Courts (For details Pl refer note number 38C).

The Ministry of Corporate Affairs, Government of India has allowed general exemption to Companies from complying with Section 212(8) of the Companies Act, 1956, provided such companies publish audited consolidated financial statements in the Annual report. Your Board has decided to avail the said general exemption from applicability of provisions of Companies Act, 1956 and accordingly, the Annual Accounts of the above Subsidiary Companies for the financial year ended March 31, 2013 are not being attached with the Annual report of the Company and the specified financial highlights of the said Subsidiary Companies are disclosed in the Annual Report, as part of the Consolidated Financial Statements. The audited Annual Accounts and related information of subsidiary companies will be made available, upon request and also be open for inspection at the Registered Office, by any Shareholder.

DEMERGER OF INVESTMENT DIVISION OF THE COMPANY

The Board of Directors in their meeting held on June 7, 2012 had approved a scheme of Demerger of Investment Division of the company into Jindal Photo Investments & Finance Limited. Due to various business grounds, the Board of Directors in their meeting held on February 25,

2013 decided to withdraw the said scheme of demerger. The Company moved an application of its proposal to withdraw the scheme of demerger to Bombay High Court which was allowed by the Hon'' ble High Court vide its order dated 26th March 2013.

INVESTMENT IN JINDAL INDIA POWERTECH LIMITED

There is no further investment made in Jindal India Powertech Limited, during the year under review.

INVESTMENT IN MANDAKINI COAL COMPANY LIMITED

The Company had further made investment amounting to Rs. 5 crore by way of subscription in the equity share capital in its Joint Venture Company namely Mandakini Coal Company Limited by acquiring another 50 lacs equity shares.

SHARE REGISTRY ACTIVITIES

In terms of SEBI circular No. D&CC/FITTC/CIR-15/2002 dated 27th December, 2002, your company has appointed M/s Link Intime India Pvt Limited (formerly Intime Spectrum Registry Limited), a Category I, Registrar and Share Transfer Agent registered with SEBI to handle the work related to share registry.

AUDITORS

M/s B K Shroff & Company, Chartered Accountants, New Delhi, the statutory auditors of your Company are retiring at the ensuing Annual General Meeting and being eligible, we recommend their re-appointment. They have furnished a certificate to the effect that their re-appointment, if made, will be in accordance with the sub-section (1B) of Section 224 of the Companies Act, 1956.

AUDITORS'' REPORT

The comments / observations of Auditors are explained wherever necessary in the appropriate notes to the accounts which are self-explanatory and do not call for further explanation.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

A statement containing necessary information, as required under the Companies (Disclosure of particulars in the report of Board of Directors) Rules, 1988 is annexed and forms part of this report.

PERSONNEL

Your directors would like to place on record their appreciation of the dedicated and loyal services rendered by the officers, staff and workers of the Company.

The information required under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employee) Rules, 1975 are not applicable to the Company as there is no employee who has received the remuneration of Rs. 5,00,000 per month and/or above or Rs. 60,00,000 per annum and/or above during the year under review.

ISO 9001:2008 ACCREDITATION

Your Company''s manufacturing facilities at Dadra & Nagar Haveli continues to maintain ISO Standard and achieved the prestigious ISO 9001:2008 Certification by SGS, a leading international certification company.

ACKNOWLEDGEMENT

Your Directors take this opportunity to express their sincere appreciation towards the whole-hearted support and co-operation of M/s Fujifilm Corporation, Japan, M/s Fuji Hunt Photographic Chemicals Pte Ltd., Singapore, Kodak (Singapore) Pte. Limited, Banks and various government authorities. The Directors also thank its Agents, Dealers and Customers for their continued patronage of the Company''s products.

For and on behalf of the Board

(Shammi Gupta) (Kamal Kumar Jain)

Managing Director Director

DIN:00006384 DIN: 00649522

Place : New Delhi

Dated : 13th August, 2013

Mar 31, 2012

The Directors have pleasure in presenting the Ninth Annual Report together with the audited accounts of the company for the year ended 31st March 2012.

FINANCIAL RESULTS (Rs./Lac)

Year Ended 31/03/2012 31/03/2011

Revenue from operations 43893 42527

Profit before Finance cost, Depreciation & Tax 2,716 2,714

Less : i) Finance Cost 147 8

ii) Depreciation 180 184

iii) Provision for Taxation, including previous years 894 796

iv) Deferred Tax Liability/(Asset) for the year (16) (87)

Profit After Tax 1,510 1,813

Balance Brought Forward 13,533 12,020

Profit Available for appropriations 15,043 13,834

Appropriation

Provision for Dividend 103 103

Tax on Dividend 17 17

Transfer to General Reserves 151 181

Balance Carried to Balance Sheet 14773 13,533

OPERATIONS

During the year under review, your company has earned rev- enue from operations of Rs. 438.93 Crores and earned op- erational profit of Rs. 27.16 Crores. The Company is looking forward positively to do better in coming years in view of Marketing tie up with Kodak (Singapore) Pte. Limited, as their Authorised Seller in India to promote, market, sell and distribute its products such as Photographic paper, chemi- cals, roll films, cine positive films and, Retail System Solu- tion portfolio of thermal printers and Media.

DIVIDEND

The Board has, subject to the approval of the members at the ensuing Annual General Meeting, recommended dividend of Rs 1/- per share, i.e. 10% for the year ended March 31, 2012.

Together with Corporate tax on Dividend, the total outflow on account of Dividend will be Rs. 119.22 lacs.

ISSUE OF SHARE CAPITAL

There is no further issue of share capital during the year.

DEPOSITS

The Company has not accepted any deposit and the provi- sions of Section 58 A of the Companies Act, 1956 are not applicable to the Company.

DIRECTORS

Mr. Shiv Kumar Mittal and Mr. Kamal Kumar Jain have been appointed as an additional director on the board on 30th August, 2012 and shall hold office up to the date of forth- coming Annual General Meeting. Notice under Section 257of the Companies Act, 1956 has been received from members indicating their intention to propose the appointment of Mr. Shiv Kumar Mittal and Mr. Kamal Kumar Jain as Directors of the Company.

Mr. S.C. Sharma w.e.f. 16th December, 2011 and Mr. Naveen Kumar Goel, Mr. Sunil Aggarwal and Mr. Sanjeev Kumar Aggarwal ceased to be Directors of the Company w.e.f. 30th August, 2012 The Board wishes to place on record its sincere appreciation for the valuable services rendered by all the aforesaid outgoing directors during their tenure as Director of the Company.

DIRECTORS' RESPONSIBILITY STATEMENT AS PER SECTION 217(2AA) OF THE COMPANIES ACT, 1956.

The Directors confirm:

a) That in the preparation of the annual accounts, the applicable accounting standards have been followed alongwith proper explanations relating to material de- partures, if any;

b) That they have selected such accounting policies and ap- plied them consistently and made judgments and esti- mates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the company for the year under review;

c) That they have taken proper and sufficient care for the maintenance of adequate accounting records in accor- dance with the provisions of the Companies Act, 1956, and for preventing and detecting frauds and other irregu- larities;

d) That they have prepared the annual accounts on 'going concern' basis.

AUDIT COMMITTEE

At present, the audit committee comprises of the following directors.

Mr. Kamal Kumar Jain, Chairman Mr. Shiv Kumar Mittal Mr. Shammi Gupta

LISTING OF SHARES

The equity shares of your company are listed on National Stock Exchange Limited & Bombay Stock Exchange Limited.

The listing fee upto the year 2012-2013 has already been paid to both the stock exchanges.

CORPORATE GOVERNANCE

The Company has complied with all the mandatory provisions of Corporate Governance as prescribed in terms of clause 49 of the Listing Agreement with the Stock Exchanges. A separate report on Corporate Governance is included as a part of the Annual Report along with Auditor's Certificate on its compli- ance.

CONSOLIDATED FINANCIAL STATEMNTS

In accordance with Accounting Standard 21 - Consolidated Fi- nancial Statements, the consolidated accounts form part of this report & accounts. These accounts have been prepared from the audited financial statements received from Sub- sidiary Companies, as approved by their Board of Directors.

Consolidated Financial Statements also reflects minority

interest in associates as per Accounting Standard Ã 23 on "Accounting for investments in associates in Consolidated Financial Statements and proportionate share of interest in Joint Venture as per Accounting Standard Ã 27 on "Financial Reporting of interest in Joint Ventures."

SUBSIDIARY COMPANIES AND THEIR FINANCIAL STATEMENTS

Jindal Imaging Limited and Cornet Ventures Limited (for- mally known as Jindal India Finvest & Holdings Limited) are continuing to be the wholly owned subsidiaries of the Com- pany during the period under review.

Jindal India Powertech Limited, Jindal Photo Investments and Finance Limited, Jindal India Thermal Power Limited, Jindal India Power Ventures Limited and Hindustan Powergen Limited have become Subsidiaries of the Company. The scheme of amalgamation in respect of amalgamation of Consolidated Imaging Limited and Jindal India Power Ventures Limited (Subsidiaries Company) into Hindustan Powergen Limited had already been approved by Hon'ble High Court of Judicature at Delhi and Hon'ble High Court of Judicature at Calcutta respectively, whereas Jindal Minerais & Metais Mozambique Limitada has been dissolved w.e.f 3.7.2012.

The Ministry of Corporate Affairs, Government of India has allowed general exemption to Companies from complying with Section 212(8) of the Companies Act, 1956, provided such companies publish audited consolidated financial state- ments in the Annual report. Your Board has decided to avail the said general exemption from applicability of provisions of Companies Act, 1956 and accordingly, the Annual Ac- counts of the above Subsidiary Companies for the financial year ended March 31, 2012 are not being attached with the Annual report of the Company and the specified financial highlights of the said Subsidiary Companies are disclosed in the Annual Report, as part of the Consolidated Financial Statements. The audited Annual Accounts and related infor- mation of subsidiary companies will be made available, upon request and also be open for inspection at the Regis- tered Office, by any Shareholder.

DEMERGER OF INVESTMENT DIVISION OF THE COMPANY

The Board of Directors of your Company at their meeting held on 7th June, 2012 had approved the Scheme of ar- rangement, wherein interalia proposed to demerge the In- vestment Division of the Company into Jindal Photo Invest- ments and Finance Ltd. (wholly owned subsidiary of the Company). Pursuant to the order of Hon'ble High Court of Judicature at Bombay vide its Order dated 24th August, 2012, a meeting of the Equity Shareholders of the Company be convened at the registered office of the Company at 260/ 23, Sheetal Industrial Estate, Demani Road, Dadra Ã 396193, Dadra & Nagar Haveli (U.T.) on Wednesday, the 10th day of October, 2012 at 11:30 a.m. for the purpose of consider- ing and, if thought fit, approving, with or without modifi- cations, the proposed Scheme of Demerger between Jindal Photo Limited and Jindal Photo Investments And Finance Limited.

INVESTMENT IN JINDAL INDIA POWERTECH LIMITED

During the year under review, the Company had further ac- quired 7.85 crore equity share of Jindal India Powertech Limited amounting to Rs. 47.10 crore.

INVESTMENT IN MANDAKINI COAL COMPANY LIMITED

The Company had further made investment of Rs. 6 crore by way of subscription in the equity share capital in its Joint Venture Company namely Mandakini Coal Company Limited by acquiring another 60 lacs equity shares.

SHARE REGISTRY ACTIVITIES

In terms of SEBI circular No. D&CC/FITTC/CIR-15/2002 dated 27th December, 2002, your company has appointed M/s Link Intime India Pvt Limited (formerly Intime Spectrum Registry Limited), a Category I, Registrar and Share Transfer Agent reg- istered with SEBI to handle the work related to share registry.

AUDITORS

M/s B K Shroff & Company, Chartered Accountants, New Delhi, the statutory auditors of your Company are retiring at the en- suing Annual General Meeting and being eligible, we recom- mend their re-appointment. They have furnished a certificate to the effect that their re-appointment, if made, will be in accordance with the sub-section (1B) of Section 224 of the Companies Act, 1956.

AUDITORS' REPORT

The comments / observations of Auditors are explained wher- ever necessary in the appropriate notes to the accounts which are self-explanatory and do not call for further explanation.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOR- EIGN EXCHANGE EARNINGS AND OUTGO

A statement containing necessary information, as required un- der the Companies (Disclosure of particulars in the report of Board of Directors) Rules, 1988 is annexed and forms part of this report.

PERSONNEL

Your directors would like to place on record their appreciation of the dedicated and loyal services rendered by the officers, staff and workers of the Company.

The information required under Section 217(2A) of the Compa- nies Act, 1956 read with the Companies (Particulars of Em- ployee) Rules, 1975 are not applicable to the Company as there is no employee who has received the remuneration of Rs. 5,00,000 per month and/or above or Rs. 60,00,000 per annum and/or above during the year under review.

ISO 9001:2008 ACCREDITATION

Your Company's manufacturing facilities at Dadra & Nagar Haveli continues to maintain ISO Standard and achieved the presti- gious ISO 9001:2008 Certification by SGS, a leading interna- tional certification company.

ACKNOWLEDGEMENT

Your Directors take this opportunity to express their sincere appreciation towards the whole-hearted support and co-opera- tion of M/s Fujifilm Corporation, Japan, M/s Fuji Hunt Photo- graphic Chemicals Pte Ltd., Singapore, Kodak (Singapore) Pte. Limited, Banks and various government authorities. The Direc- tors also thank its Agents, Dealers and Customers for their con- tinued patronage of the Company's products.

For and on behalf of the Board

(Shammi Gupta) (Kamal Kumar Jain)

Managing Director Director

DIN : 00006384 DIN : 00649522

Place : New Delhi

Dated : 30th August, 2012

Mar 31, 2011

To the members,

The Directors have pleasure in presenting the Eighth Annual Report together with the audited accounts of the company for the year ended 31st March 2011.

FINANCIAL RESULTS

(Rs./Lac)

Year Ended

31/03/2011 31/03/2010

Sales 42490 39,942

Profit before Interest, Depreciation & Tax 2765 2483

Less : i) Interest & Financial charges 59 303 ii)Provision for Depreciation 184 187

iii) Provision for Taxation, including previous year 796 552

iv)Deferred Tax Liability/(Asset) for the year (87) (10)

Profit After Tax 1,813 1,451

Balance Brought Forward 12,021 10,834

Profit Available for appropriations 13,834 12,285

Appropriation

Provision for Dividend 103 103

Tax on Dividend 17 17

Transfer to General Reserves 181 145

Balance Carried to Balance Sheet 13,533 12,020

OPERATIONS

During the year under review, your company has achieved a total turnover of Rs. 424.90 Crores and earned operational Profit of Rs. 27.65 Crores.

DIVIDEND

The Board has, subject to the approval of the members at the ensuing Annual General Meeting, recommended dividend of Rs 1/- per share, i.e. 10% for the year ended March 31, 2011.

Together with Corporate tax on Dividend, the total outfl ow on account of Dividend will be Rs. 119.22 lacs.

ISSUE OF SHARE CAPITAL

There is no further issue of share capital during the year.

DEPOSITS

The Company has not accepted any deposit and the provisions of Section 58 A of the Companies Act, 1956 are not applicable to the Company.

DIRECTORS

Mr. Sanjeev Kumar Aggarwal is retiring by rotation at the ensuing Annual General Meeting, and being eligible, offers himself for re-appointment.

Mr. Sunil Kumar Aggarwal has been appointed as an additional director on the board on 12th November

2010 and shall hold offi ce up to the date of forthcoming Annual General Meeting. Notice under Section 257 of the Companies Act, 1956 has been received from a member indicating his intention to propose the appointment of Mr. Sunil Kumar Aggarwal as Director of the Company.

Mr. Praveen Kumar Bansal, Director and Mr. Rajeev Agarwal, Whole Time Director of the Company ceased to be Director w.e.f. 12th November, 2010 and 15th July 2011 respectively. The Board wishes to place on record its sincere appreciation for the valuable services rendered by Mr. Praveen Kumar Bansal and Mr. Rajeev Agarwal during their tenure as Director and whole time director of the Company.

DIRECTORS' RESPONSIBILITY STATEMENT AS PER SECTION 217(2AA) OF THE COMPANIES ACT, 1956.

The Directors confi rm:

a) That in the preparation of the annual accounts, the applicable accounting standards have been followed alongwith proper explanations relating to material departures, if any;

b) That they 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 at the end of the fi nancial year and of the Profit or loss of the company for the year under review;

c) That they have taken proper and suffi cient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, and for preventing and detecting frauds and other irregularities;

d) That they have prepared the annual accounts on 'going concern' basis.

AUDIT COMMITTEE

At present, the audit committee comprises of the following directors.

Mr. Suresh Chander Sharma, Chairman Mr. Sunil Kumar Aggarwal Mr. Sanjeev Kumar Aggarwal Mr. Shammi Gupta

LISTING OF SHARES

The equity shares of your company are listed on National Stock Exchange Limited & Bombay Stock Exchange Limited.

The listing fee upto the year 2011-2012 has already been paid to both the stock exchanges.

CORPORATE GOVERNANCE

The Company has complied with all the mandatory provisions of Corporate Governance as prescribed in terms of clause 49 of the Listing Agreement with the Stock Exchanges. A separate report on Corporate Governance is included as a part of the Annual Report along with Auditor's Certifi cate on its compliance.

CONSOLIDATED FINANCIAL STATEMNTS

In accordance with Accounting Standard 21 Ã Consolidated Financial Statements, the consolidated accounts form part of this report & accounts. These accounts have been prepared from the audited fi nancial statements received from Subsidiary Companies, as approved by their Board of Directors.

Consolidated Financial Statements also refl ects minority interest in associates as per Accounting Standard Ã 23 on "Accounting for investments in associates in Consolidated Financial Statements and proportionate share of interest in Joint Venture as per Accounting Standard Ã 27 on "Financial Reporting of interest in Joint Ventures."

SUBSIDIARY COMPANIES AND THEIR FINANCIAL STATEMENTS

Jindal Imaging Limited, Consolidated Imaging Limited and Jindal India Finvest & Holdings Limited are continuing to be the subsidiary of the Company.

The Company has incorporated a subsidiary Company namely "Jindal Minerais & Metais (Mozambique) Limitada" in Mozambique, African Country dated 17.9.2010 during the period ending on 31st March, 2011.

The Ministry of Corporate Affairs, Government of India has allowed general exemption to Companies from complying with Section 212(8) of the Companies Act, 1956, provided such companies publish audited consolidated fi nancial statements in the Annual report. Your Board has decided to avail the said general exemption from applicability of provisions of Companies Act, 1956 and accordingly, the Annual Accounts of the above Subsidiary Companies for the fi nancial year ended March 31, 2011 are not being attached with the Annual report of the Company and the specifi ed fi nancial highlights of the said Subsidiary Companies are disclosed in the Annual Report, as part of the Consolidated Financial Statements. The audited Annual Accounts and related information of the subsidiary will be made available, upon request and also be open for inspection at the Registered Office, by any Shareholder.

INVESTMENT IN JINDAL INDIA POWERTECH LIMITED

During the year under review, the Company had further acquired another 17.25 crore equity share of Jindal India Powertech Limited by investing Rs. 30 crore.

INVESTMENT IN MANDAKINI COAL COMPANY LIMITED

During the year under review, the Company had further made investment in its joint venture company namely Mandakini Coal Company Limited by acquiring another 2.81 crore equity shares by investing Rs. 28.10 crore.

SHARE REGISTRY ACTIVITIES

In terms of SEBI circular No. D&CC/FITTC/CIR-15/2002 dated 27th December, 2002, your company has appointed M/s Link Intime India Pvt Limited (formerly Intime Spectrum Registry Limited), a Category I, Registrar and Share Transfer Agent registered with SEBI to handle the work related to share registry.

AUDITORS

M/s B K Shroff & Company, Chartered Accountants, New Delhi, the statutory auditors of your Company are retiring at the ensuing Annual General Meeting and being eligible, we recommend their re-appointment. They have furnished a certifi cate to the effect that their re-appointment, if made, will be in accordance with the sub-section (1B) of Section 224 of the Companies Act, 1956.

AUDITORS' REPORT

The comments / observations of Auditors are explained wherever necessary in the appropriate notes to the accounts which are self-explanatory and do not call for further explanation.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

A statement containing necessary information, as required under the Companies (Disclosure of particulars in the report of Board of Directors) Rules, 1988 is annexed and forms part of this report.

PERSONNEL

Your directors would like to place on record their appreciation of the dedicated and loyal services rendered by the officers, staff and workers of the Company.

The information required under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employee) Rules, 1975 are not applicable to the Company as there is no employee who has received the remuneration of Rs. 5,00,000 per month and/or above or Rs. 60,00,000 per annum and/or above during the year under review.

ISO 9001:2008 ACCREDITATION

Your Company's manufacturing facilities at Dadra & Nagar Haveli continues to maintain ISO Standard and achieved the prestigious ISO 9001:2008 Certifi cation by SGS, a leading international certifi cation company.

GROUP FOR INTER-SE TRANSFER OF SHARES

Details of persons constituting "group" as required under clause 3(1) (e) of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeover) Regulations, 1997 is annexed herewith and forms part of this Annual Report.

ACKNOWLEDGEMENT

Your Directors take this opportunity to express their sincere appreciation towards the whole-hearted support and co-operation of M/s Fujifi lm Corporation, Japan, M/s Fuji Hunt Photographic Chemicals Pte Ltd., Singapore, Banks and various government authorities. The Directors also thank its Agents, Dealers and Customers for their continued patronage of the Company's products.

For and on behalf of the Board

(Shammi Gupta) (Suresh Chander Sharma)

Managing Director Director

Place : New Delhi

Dated : 25th August, 2011

Mar 31, 2010

The Directors have pleasure in presenting the Seventh Annual Report together with the audited accounts of the company for the year ended 31st March 2010.

FINANCIAL RESULTS

(Rs./Lac)

Year Ended

31/03/2010 31/03/2009

Sales 39,942 40,241

Profit before Interest, Depreciation & Tax 2,482 4,417

Less : i) Interest & Financial charges 302 440

ii) Provision for Depreciation 187 184

iii) Provision for Taxation & Fringe Benefit 552 867

iv) Deferred Tax Liability/(Asset) for the year (10) (14)

Profit After Tax 1,451 2,940

Balance Brought Forward 10,834 8,308

Profit Available for appropriations 12,285 11,248

Appropriation

Provision for Dividend 103 103 Tax on Dividend 17 17

Transfer to General Reserves 145 294

Balance Carried to Balance Sheet 12,020 10,834

OPERATIONS

During the year under review, your company has achieved a total turnover of Rs 399.42 Crores and earned operational profit of Rs. 24.82 crores.

DIVIDEND

The Board has, subject to the approval of the members at the ensuing Annual General Meeting, recommended dividend of Rs 1/- per share, i.e. 10% for the year ended March 31, 2010.

Together with Corporate tax on Dividend, the total outflow on account of Dividend will be Rs.119.62 lacs.

ISSUE OF SHARE CAPITAL

There is no further issue of share capital during the year.

DEPOSITS

The Company has not accepted any deposit and the provisions of Section 58 A of the Companies Act, 1956 are not applicable to the Company.

DIRECTORS

Mr. Suresh Chander Sharma is retiring by rotation at the ensuing Annual General Meeting, and being eligible, offers himself for re-appointment.

Mr. Sanjeev Kumar Aggarwal has been appointed as an additional director on the board on 28th October 2009 and shall hold office up to the date of forthcoming Annual General Meeting. Notice under Section 257 of the Companies Act, 1956 has been received from a member indicating his intention to propose the appointment of Mr. Sanjeev Kumar Aggarwal as Director of the Company.

Mr. Akhilesh Maheshwari, Director of the Company ceased to be director w.e.f. 28th October 2009. The Board wishes to place on record its sincere appreciation for the valuable services rendered by Mr. Akhilesh Maheshwari during his tenure as Director of the Company.

DIRECTORS RESPONSIBILITY STATEMENT AS PER SECTION 217(2AA) OF THE COMPANIES ACT, 1956.

The Directors confirm:

a) That in the preparation of the annual accounts, the applicable accounting standards have been followed alongwith proper explanations relating to material departures, if any;

b) That they 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 at the end of the financial year and of the profit or loss of the company for the year under review;

c) That they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, and for preventing and detecting frauds and other irregularities;

d) That they have prepared the annual accounts on Ãgoing concern basis.

AUDIT COMMITTEE

At present, the audit committee comprises of the following directors.

Mr. Suresh Chander Sharma, Chairman Mr. Praveen Kumar Bansal Mr. Sanjeev Kumar Aggarwal Mr. Shammi Gupta

LISTING OF SHARES

The equity shares of your company are listed on National Stock Exchange Limited & Bombay Stock Exchange Limited.

The board of directors in their meeting held on 3rd September 2010, have subject to the approval of members in the ensuring annual general meeting, decided to withdraw the pending application for voluntary delisting of equity shares of the company from Bombay Stock Exchange.

The listing fee upto the year 2010-2011 has already been paid to both the stock exchanges.

CORPORATE GOVERNANCE

The Company has complied with all the mandatory provisions of Corporate Governance as prescribed in terms of clause 49 of the Listing Agreement with the Stock Exchange. A separate report on Corporate Governance is included as a part of the Annual Report along with Auditors Certificate on its compliance.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with Accounting Standard 21 Ã Consolidated Financial Statements, the consolidated accounts form part of this report & accounts. These accounts have been prepared from the audited financial statements received from Subsidiary Companies, as approved by their Board of Directors.

Consolidated Financial Statements also reflects minority interest in associates as per Accounting Standard Ã 23 on "Accounting for investments in associates in Consolidated Financial Statements and proportionate share of interest in Joint Venture as per Accounting Standard Ã 27 on "Financial Reporting of interest in Joint Ventures."

SUBSIDIARY COMPANIES

Jindal Imaging Limited and Consolidated Imaging Limited are continuing to be the subsidiary of the Company. During the year under review the Company has acquired the entire shareholding of Jindal India Finvest & Holdings Limited, in order to make it its wholly owned subsidiary, and another India Fincap Limited, ceased to be in existence due to its merger with another company.

In compliance with the provisions of Section 212 of the Companies Act, 1956, a statement is annexed and forms part of this report.

The Company has made an application to the Government of India seeking exemption under section 212(8) of the Companies Act, 1956 from attaching the balance sheet, Profit & Loss account and other documents of the subsidiary companies to the balance sheet of the company. Government of India, Ministry of Corporate Affairs vide letter no. 47/650/2010-CL-III dated 26th July 2010, has accorded its approval.

INVESTMENT IN JINDAL INDIA POWERTECH LIMITED

During the year under review, the Company had further acquired another 2.20 cr equity share of Jindal India Powertech Limited by investing Rs. 8.80 crore.

SHARE REGISTRY ACTIVITIES

In terms of SEBI circular No. D&CC/FITTC/CIR-15/2002 dated 27th December, 2002, your company has appointed

M/s Link Intime India Pvt Limited (formerly Intime Spectrum Registry Limited), a Category I, Registrar and Share Transfer Agent registered with SEBI to handle the work related to share registry.

AUDITORS

M/s B K Shroff & Company, Chartered Accountants, New Delhi, the auditors of your Company are retiring at the ensuing Annual General Meeting and being eligible, we recommend their re-appointment. They have furnished a certificate to the effect that their re-appointment, if made, will be in accordance with the sub-section (1B) of Section 224 of the Companies Act, 1956.

AUDITORS REPORT

The comments / observations of Auditors are explained wherever necessary in the appropriate notes to the accounts which are self-explanatory and do not call for further explanation.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

A statement containing necessary information, as required under the Companies (Disclosure of particulars in the report of Board of Directors) Rules, 1988 is annexed and forms part of this report.

PERSONNEL

Your directors would like to place on record their appreciation of the dedicated and loyal services rendered by the officers, staff and workers of the Company.

The information required under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employee) Rules, 1975 is given in the state annexed hereto forming part of the report.

ISO 9001:2000 ACCREDITATION

Your Companys manufacturing facilities at Dadra & Nager Haveli continues to maintain the prestigious ISO 9001:2000 certifi cation by SGS, a leading international certifi cation company.

GROUP FOR INTER-SE TRANSFER OF SHARES

Details of persons constituting ÃgroupÃ as required under clause 3(1) (e) of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeover) Regulations, 1997 is annexed herewith and forms part of this Annual Report

ACKNOWLEDGEMENT

Your Directors take this opportunity to express their sincere appreciation towards the whole-hearted support and co-operation of M/s Fujifilm Corporation, Japan, M/s Fuji Hunt Photographic Chemicals Pte Ltd., Singapore, Banks and various government authorities. The Directors also thank its Agents, Dealers and Customers for their continued patronage of the Companys products.

For and on behalf of the Board

(Shammi Gupta) (Suresh Chander Sharma)

Managing Director Director

Place : New Delhi

Dated : 3rd September, 2010

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