annual report-2015-2016 · disclosure requirement) regulations 2015, tel: 91 11 46201000, fax: 91...

1 Twenty Second Annual Report 2015-2016

JINDAL LEASEFIN LIMITED

(L74899DL1994PLC059252)

22ND ANNUAL REPORT-2015-2016



BOARD OF DIRECTORS

RACHIT SINGHAL Managing Director

SURENDER KUMAR JINDAL Director

SHASHI GARG Director

KIRAN SINGHAL Independent Director

SACHIN KHARKIA Independent Director

AUDITORS

STRG & Associates

Chartered Accountants Firm Regn. No.: 014826N

348, Ist Floor, Tarun Enclave,

Pitam Pura, Delhi - -110034

Ph. 011-27032828

Registered Office:

110, Babar Road, New Delhi- 110 001

Ph. 011-46201000, Fax 011-46201002

E mail Id: - [email protected]

Registrar and Share Transfer Agent BEETAL Financial & Computer Services Pvt Ltd.

BEETAL HOUSE, 3rd Floor,

99, Madangir, behind LSC, New Delhi – 110062


NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the 22nd Annual General Meeting of

the members of Jindal Leasefin Limited will be held at:

Venue : Kejriwal Farm House, Holambi Kalan,

Narela Delhi-110082

Day and Date : Friday, 30th September, 2016

Time : 04.00 p.m.

ORDINARY BUSINESS:

ITEM NO. 1: ADOPTION OF FINANCIAL STATEMENTS

To receive, consider and adopt the Audited Financial

Statements of the Company for the financial year ended 31st

March, 2016 and reports of the Board of Directors (“the

Board”) and Auditors thereon.

ITEM NO. 2: APPOINTMENT OF DIRECTOR IN PLACE OF A

DIRECTOR LIABLE TO RETIRE BY ROTATION

To consider and if thought fit, to pass with or without

modification(s), the following resolution as an Ordinary

Resolution

“RESOLVED THAT pursuant to the provisions of Section 152

and other applicable provisions, if any of the Companies Act,

2013 and the Rule made thereunder (including any statutory

modification or re-enactment thereof), Smt. Shashi Garg

(DIN: 00131391) Director of the Company, who retires by rotation and being eligible offers herself for reappointment, be

and is hereby re-appointed as Director of the Company liable

to retire by rotation”

SPECIAL BUSINESS:

ITEM NO. 3: APPOINTMENT OF STATUTORY AUDITOR TO

FILL CASUAL VACANCY:

To consider and, if thought fit, to pass, with or without

modification(s), the following resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Section 139(8)

and other applicable provisions, if any, of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014

and other applicable provisions if any (including any statutory modification or amendment thereto or re-enactment thereof for the time being in force), M/s STRG & Associates, Chartered

Accountants, Delhi, (Firm Registration No: 014826N), be and are hereby appointed as Statutory Auditors of the Company to

fill the casual vacancy caused by resignation of M/s Kewal

Bajaj & Associates, Chartered Accountants.

RESOLVED FURTHER THAT M/s STRG & Associates, Chartered

Accountants, Delhi, (Firm Registration No: 014826N), be and

are hereby appointed as Statutory Auditors of the Company to

hold the office from 02nd August, 2016, until the conclusion of

the 22nd Annual General Meeting of the Company, at such remuneration plus applicable taxes, and out of pocket

expenses, as may be determined and recommended by the Audit Committee in consultation with the Auditors and duly

approved by the Board of Directors of the Company.”

ITEM NO. 4: APPOINTMENT OF STATUTORY AUDITOR:

To consider and if thought fit, to pass with or without

modification(s), the following resolution as an Ordinary

Resolution:

“RESOLVED THAT pursuant to Section 139 and other

applicable provisions, if any, of the Companies Act, 2013 read

with the Companies (Audit and Auditors) Rules, 2014 and other applicable provisions if any, M/s STRG & Associates, Chartered

Accountants, Delhi (Firm Registration No: 014826N), be and are hereby appointed as Statutory Auditors of the Company to hold

office for five years, from the conclusion of the 22nd Annual

General Meeting till the conclusion of the 27th Annual General

Meeting of the Company to be held in the year 2021 (subject to

ratification of the appointment by the Members at every Annual General Meeting held after the 22nd Annual General

Meeting of the Company), at such remuneration plus applicable taxes and out of pocket expenses, as may be determined and

recommended by the Audit Committee in consultation with the

Auditors and duly approved by the Board of Directors of the Company.”


ITEM NO. 5 TO APPOINT MR. SACHIN KHARKIA(DIN:

00884999) AS INDEPENDENT DIRECTOR

To consider and if thought fit, to pass the following resolution

with or without modification as an Ordinary Resolution.

“RESOLVED THAT pursuant to Sections 149,160 & 161 of the

Companies act, 2013 and all other applicable provisions, if any,

of the Companies Act, 2013 and the Rules made there under

(including any statutory modification(s) or re-enactment(s)

thereof, for the time being in force) (“the Act”) and the

applicable provisions of the SEBI (Listing Obligation and

Disclosure Requirement) Regulations 2015, Mr. Sachin Kharkia(DIN: 00884999), who was appointed as an Additional

Director of the Company and in respect of whom the Company

has received a notice in writing from a member proposing his

candidature for the office of Director, be and is hereby

appointed as an Independent Director of the Company who is

not liable to retire by rotation, to hold office for five

consecutive years upto the conclusion of the Annual General

Meeting of the Company to be held in the calendar year 2021.

RESOLVED FURTHER THAT the Board of Directors of the

Company (which term shall be deemed to include any

Committee of the Board constituted to exercise its powers,

including the powers conferred by this Resolution), be and is

hereby authorised to take all such steps as may be necessary,

proper and expedient to give effect to this Resolution.”

ITEM NO. 6 TO APPOINT MR. SURENDER KUMAR JINDAL

(DIN: 00130589 AS DIRECTOR

To consider and if thought fit, to pass the following resolution

with or without modification as an Ordinary Resolution.

“RESOLVED THAT pursuant to Sections 160 & 161 ofthe

Companies act, 2013 and all other applicable provisions, if any,

of the Companies Act, 2013 and the Rules made there under

(including any statutory modification(s) or re-enactment(s)

thereof, for the time being in force) (“the Act”), Mr. Surender

Kumar Jindal (DIN: 00130589, who was appointed as an Additional Director of the Company and in respect of whom the Company has received a notice in writing from a member

proposing his candidature for the office of Director, be and is

hereby appointed as an Director of the Company who is liable

to retire by rotation.

RESOLVED FURTHER that the Board of Directors of the

Company (which term shall be deemed to include any

Committee of the Board constituted to exercise its powers,

including the powers conferred by this Resolution), be and is hereby authorised to take all such steps as may be necessary,

proper and expedient to give effect to this Resolution.”

By the Order of Board of Directors

For Jindal Leasefin Limited

Surender Kumar Jindal

Chairman

Registered Office: 110, Babar Road, New Delhi-110001

CIN: L74899DL1994PLC059252

Tel: 91 11 46201000, Fax: 91 11 46201002

E-mail: [email protected], [email protected]

Website: WWW.JLLTD.IN

1. The explanatory statement setting out the material facts

pursuant to Section 102(1) of the Companies Act, 2013, relating

to the special businesses to be transacted at the Meeting is

annexed hereto.

2. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE ANNUAL

GENERAL MEETING (THE “MEETING”) IS ENTITLED TO

APPOINT A PROXY TO ATTEND AND VOTE ON A POLL

INSTEAD OF HIMSELF OR HERSELF AND THE PROXY NEED

NOT BE A MEMBER OF THE COMPANY. THE INSTRUMENT

APPOINTING THE PROXY SHOULD, HOWEVER, BE DEPOSITED

AT THE REGISTERED OFFICE OF THE COMPANY NOT LESS

THAN FORTY-EIGHT (48) HOURS BEFORE THE

COMMENCEMENT OF MEETING.

A person shall not act as Proxy on behalf of members for

more than Fifty (50) in number and holding in the

aggregate not more than ten percent of the total share

capital of the Company carrying voting rights. A member

holding more than ten percent of the total share capital of

the Company carrying voting rights may appoint a single

person as proxy and such person shall not

act as proxy for any other person or shareholder. A

proxy form is annexed herewith.

3. Corporate Members intending to attend the Annual General

Meeting through their authorized representative are requested to send a true copy of the board resolution, power of attorney or such other valid authorization authorizing their representative(s) to attend and vote on their behalf at the meeting.

mailto:[email protected]


http://www.jlltd.in/


4. The Register of Beneficial Owners, Register of Members and Share Transfer Books of the Company shall remain closed from 24.09.2016 to 30.09.2016(both days inclusive)

5. Beetal Financial & Computer Services Pvt. Ltd., BEETAL HOUSE,

3rd Floor, 99, Madangir, behind LSC, New Delhi – 110062

continue to act as Share Transfer Agent for physical shares of

the Company. Beetal Financial & Computer Services Pvt. Ltd is

also the depository interface of the Company with CDSL & NSDL. Members are requested to address all correspondences

to the said Registrar & Share Transfer Agents at [email protected]

6. Members are requested to note that the Company‟s shares are

under compulsory demat trading for all the investors. The

Company has connectivity from the CDSL & NSDL and equity

shares of the Company may be held in the electronic form with

any Depository Participant (DP) with whom the members/investors are having their demat account. The ISIN

for the equity shares of the Company is INE919T01013. In case

of any query/difficulty in any matter relating thereto may be

addressed to the Registrar & Share Transfer Agents at

[email protected]

As per the Circular No. MRD / Dop / Cir-05/2009 Dt. May 20,

2009 issued by the Securities Exchange Board of India (SEBI),

it is mandatory to quote PAN for transfer/transmission of

shares in physical form. Therefore the transferee(s)/ legal

heirs are requested to furnish a copy of their PAN to the

Registrar and Share Transfer Agents

The Notice of the Twenty Second Annual General Meeting

alongwith the Attendance Slip, Proxy Form, Route Map to the

venue of the Meeting and the Annual Report for the year ended

31st March, 2016 are being sent by electronic mode to all the members whose email addresses are registered with the

Company/Depository Participant(s) unless a member has

requested for a hard copy of the same. For members who have not registered their email addresses, physical copies of the

aforesaid documents are being sent by the permitted mode.

Members may also note that the aforesaid documents will also be available on the Company‟s website WWW.JLLTD.IN

7. All relevant documents referred to in the accompanying Notice

and the Explanatory Statement are open for inspection by the

Members at the Registered Office of the Company during 10.00 a.m. to 1.00 p.m. on all working days except Saturdays, upto

and including the date of the Meeting. The Register of Directors and Key Managerial Personnel and their shareholding

maintained under Section 170 of the Companies Act, 2013 will

be available for inspection at the Meeting (AGM).

8. Information pursuant to Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 in

respect of the Director seeking re-appointment at the Meeting is furnished and forms integral part of the Notice. The Director

has furnished the requisite consent/declaration for her re-

appointment.

9. Members/Proxies are requested to deposit the Attendance Slip duly filled in and signed for attending the Meeting. In case

of joint holders attending the Meeting, only such joint holder who is higher in the order of names will be entitled to vote.

Members who hold shares in dematerialized form are

requested to bring their DP Id and Client Id for easier

identification of attendance at the Meeting.

10. Members desirous of obtaining any information on Financial

Statements at the Meeting are requested to write to the Company at least 10 (ten) days before the date of the Meeting,

so that the information required may be made available at the

Meeting.

Members who have not registered their e-mail addresses so

far, are requested to register their e-mail address for

receiving all communication including Annual Report, Notices,

Circulars, etc.

from the Company electronically by sending an e-mail with RTA

([email protected]) or with the Company ([email protected])

13. Voting through electronic means

In compliance with the provisions of Section 108 of the

Companies Act, 2013, Rule 20 of the Companies (Management

and Administration) Rules, 2014 as amended by the Companies

(Management and Administration) Amendment Rules, 2015 and

Regulation 44 of SEBI (Listing Obligations and Disclosure

Requirements) Regulations, 2015, the Company is pleased to provide to the Members the facility of voting to exercise their

right to vote on resolutions proposed to be considered at the

Annual General Meeting by electronic means and the business may be transacted through e-voting. The facility of casting the

votes by the members using an electronic voting system from

a place other than venue of the meeting (“remote e-voting”)

will be provided by Central Depository Services (India) Limited

(CDSL).

The facility for voting through ballot/polling paper shall also be made available at the meeting and members attending the

meeting who have not cast their vote by remote e-voting shall be able to exercise their right at the meeting. The members

who have cast their vote by remote e-voting prior to the

meeting may also attend the meeting but shall not be entitled

to cast their vote again.






The instructions for shareholders for voting electronically are

as under:- The voting period begins on 27th September 2016 at 09:00A.M.

and ends on 29.09.2016 at 5:00 P. M. During this period shareholders of the Company, holding shares either in physical

form or in dematerialized form, as on the cut-off date (record date) of 23.09.2016 may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter.

The shareholders should log on to the e-voting website

www.evotingindia.com.

Click on Shareholders.

Now Enter your User ID

For CDSL: 16 digits beneficiary ID,

For NSDL: 8 Character DP ID followed by 8 Digits Client ID,

Members holding shares in Physical Form should enter Folio

Number registered with the Company.

Next enter the Image Verification as displayed and Click on

Login.

If you are holding shares in demat form and had logged on to

www.evotingindia.com and voted on an earlier voting of any

company, then your existing password is to be used.

If you are a first time user follow the steps given below:

For Members holding shares in Demat Form

and Physical Form

PAN Enter your 10 digit alpha-numeric PAN issued by

Income Tax Department (Applicable for both

demat shareholders as well as physical

shareholders)

Members who have not updated their PAN with the

Company/Depository Participant are requested to

use the first two letters of their name and the 8

digits of the sequence number in the PAN field.

In case the sequence number is less than 8 digits

enter the applicable number of 0‟s before the

number after the first two characters of the

name in CAPITAL letters. Eg. If your name is

Ramesh Kumar with sequence number 1 then

enter RA00000001 in the PAN Field.

Dividend

Bank

Details

OR

Enter the Dividend Bank Details or Date of Birth

(in dd/mm/yyyy format) as recorded in your

demat account or in the company records in

order to login.

Date of

Birth

(DOB)

If both the details are not recorded with the

depository or company please enter the member

id / folio number in the Dividend Bank details field

as mentioned in instruction (iv).

After entering these details appropriately, click on “SUBMIT”

tab.

Members holding shares in physical form will then directly

reach the Company selection screen. However, members

holding shares in demat form will now reach „Password

Creation‟ menu wherein they are required to mandatorily

enter their login password in the new password

field. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other company

on which they are eligible to vote, provided that company opts

for e-voting through CDSL platform. It is strongly

recommended not to share your password with any other

person and take utmost care to keep your password

confidential.

For Members holding shares in physical form, the details can

be used only for e-voting on the resolutions contained in this

Notice.

Click on the EVSN for “Jindal Leasefin Limited” on which you

choose to vote.

On the voting page, you will see “RESOLUTION DESCRIPTION”

and against the same the option “YES/NO” for voting. Select

the option YES or NO as desired. The option YES implies that

you assent to the Resolution and option NO implies that you

dissent to the Resolution.

Click on the “RESOLUTIONS FILE LINK” if you wish to view the

entire Resolution details.

After selecting the resolution you have decided to vote on,

click on “SUBMIT”. A confirmation box will be displayed. If you

wish to confirm your vote, click on “OK”, else to change your

vote, click on “CANCEL” and accordingly modify your vote.

Once you “CONFIRM” your vote on the resolution, you will not

be allowed to modify your vote.

You can also take a print of the votes cast by clicking on “Click

here to print” option on the Voting page.

If a demat account holder has forgotten the login password

then Enter the User ID and the image verification code and click on Forgot Password & enter the details as prompted by

the system.

Shareholders can also cast their vote using CDSL‟s mobile app

m-Voting available for android based mobiles. The m-Voting

app can downloaded from Google Play Store. Please follow the

http://www.evotingindia.com/

http://www.evotingindia.com/


instructions as prompted by the mobile app while voting on your mobile.

(xix) Note for Non – Individual Shareholders and

Custodians

Non-Individual shareholders (i.e. other than Individuals, HUF,

NRI etc.) and Custodian are required to log on to www.evotingindia.com and register themselves as Corporates.

A scanned copy of the Registration Form bearing the stamp

and sign of the entity should be emailed to [email protected].

After receiving the login details a Compliance User should be

created using the admin login and password. The Compliance User would be able to link the account(s) for which they wish

to vote on.

The list of accounts linked in the login should be mailed to

[email protected] and on approval of the

accounts they would be able to cast their vote.

A scanned copy of the Board Resolution and Power of Attorney

(POA) which they have issued in favour of the Custodian, if any,

should be uploaded in PDF format in the system for the

scrutinizer to verify the same.

In case you have any queries or issues regarding e-voting, you

may refer the Frequently Asked Questions (“FAQs”) and e-voting manual available at www.evotingindia.com, under help

section or write an email to [email protected].

The voting rights of the Members shall be in proportion to

their shares in the paid-up equity share capital of the Company

prior to commencement of Book Closure date(s) for the Annual General Meeting i.e.23.09.2016

The Company has appointed Upender Jajoo & Associates, a

practicing Company Secretary as the Scrutinizer to scrutinize

the voting and remote e-voting process in a fair and

transparent manner.

The Scrutinizer shall, immediately after the conclusion of

voting at the meeting, first count the votes cast at the

meeting, thereafter unblock the votes cast through remote e-

voting in the presence of at least two witnesses not in the employment of the Company and make, not later than three

days of conclusion of the meeting, a consolidated scrutinizer‟s report of the total votes cast in favour or against, if any, to the

Chairman or a person authorised by him in writing who shall

countersign the same and declare the results of the voting

forthwith.

The Results declared, along with the Scrutinizer‟s Report shall be placed on the Company‟s website WWW.JLLTD.IN and on the

website of CDSL within 48 (forty eight hours) of passing of the

resolutions at the Meeting (AGM) of the Company and

communicated to the Stock Exchange where the equity shares of the Company are listed viz. BSE Ltd.

ANNEXURE I TO NOTICE

EXPLANATORY STATEMENT PURSUANT TO SECTION 102 (1)

OF THE COMPANIES ACT, 2013

The following Statement sets out all material facts relating to

the Special Business mentioned in the accompanying Notice.

Item No.3:

M/s Kewal Bajaj & Associates, Chartered Accountants, have

tendered their resignation vide their letter dated 28th July,

2016 from the position of Statutory Auditors due to

unavoidable circumstances, resulting into a casual vacancy in

the office of Statutory Auditors of the Company as envisaged

by section 139(8) of the Companies Act, 2013 ("Act").

The Board of Directors at its meeting held on 02ND August, 2016, as per the recommendation of the Audit Committee, and

pursuant to the provisions of Section 139(8) under Companies Act, 2013, appointed M/s STRG & Associates, Chartered

Accountants, Delhi, (Firm Registration No: 014826N), as the

Statutory Auditors of the Company to fill the casual vacancy

caused by the resignation of M/s Kewal Bajaj & Associates,

Chartered Accountants, subject to the approval by the members in the 22nd Annual General Meeting of the Company,

at such remuneration plus applicable taxes, and out of pocket

expenses, as may be determined and recommended by the

Audit Committee in consultation with the Auditors and duly

approved by the Board of Directors of the Company.

The Company has received consent and eligibility certificate

M/s STRG & Associates, Chartered Accountants, Delhi, (Firm

Registration No: 014826N) to act as Statutory Auditors of the

Company in place of M/s Kewal Bajaj & Associates Chartered Accountants, along with a confirmation that, their appointment,

if made, would be within the limits prescribed under the

Companies Act, 2013. Accordingly, consent of the members is sought for passing an Ordinary Resolution as set out in Item

No. 3 of the Notice for appointment and payment of remuneration to the Statutory Auditors.

The Board recommends the Resolution at Item No. 3 for approval of the Members.






None of the Directors, Key Managerial Persons or their relatives, in any way, concerned or interested in the said

resolution.

Item No. 4

The Board of Directors at its meeting held on 02nd August 2016

as per the recommendation of the Audit Committee and

pursuant to Section 139 and other applicable provisions, if any,

of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 and other applicable provisions if any,

recommended the appointment of M/s STRG & Associates, Chartered Accountants, Delhi, (Firm Registration No:

014826N)as Statutory Auditors of the Company to hold office for five years, from the conclusion of the 22nd Annual General

Meeting, till the conclusion of the 27th Annual General Meeting

of the Company to be held in the year 2021 (subject to ratification of the appointment by the Members at every

Annual General Meeting held after the 22nd Annual General

Meeting), at such remuneration plus applicable taxes, and out

of pocket expenses, as may be determined and recommended

by the Audit Committee in consultation with the Auditors and

duly approved by the Board of Directors of the Company.

The Company has received consent and eligibility certificate

from M/s STRG & Associates, Chartered Accountants, Delhi,

(Firm Registration No: 014826N)to act as Statutory Auditors of

the Company along with a confirmation that, their appointment,

if made, would be within the limits prescribed under the

Companies Act, 2013.

Accordingly, consent of the members is sought for passing an

Ordinary Resolution as set out in Item No. 4 of the Notice for

appointment and payment of remuneration to the Statutory

Auditors.

None of the Directors, Key Managerial Personnel of the

Company and their relatives are in any way concerned or

interested, financially or otherwise, in the Resolutions at Item

No.4.

The Board recommends the Resolution at Item No. 4 for approval of the Members.

Item No.5:

Mr. Sachin Kharkia (DIN: 00884999), Additional Director of the

Company, who vacates office at the conclusion of the Annual

General Meeting and in respect of whom the Company has

received a notice in writing from a member proposing his

candidature for the office of Director, be and is hereby

appointed as an Independent Director of the Company to hold office for five consecutive years upto the conclusion of the

Annual General Meeting of the Company to be held in the calendar year 2021. Mr. Sachin Kharkia (DIN: 00884999), an

eminent Professional and bring rich and varied experience to

the Board.

Item No.6:

Mr. Surender Kumar Jindal (DIN: 00130589) was appointed as

an Additional Director on the Board

of the Company pursuant to the provisions of Section 161 of the

Companies Act, 2013, he holds office upto the date of ensuing

Annual General Meeting of the Company. The Company has

received notice under Section 160 of the Companies Act, 2013

proposing the candidature of Mr. Surender Kumar Jindal (DIN:

00130589), for the office of the Director under the provisions

of Section 160 of the Companies Act, 2013. Mr. Surender Kumar

Jindal (DIN: 00130589) is an eminent Professional and bring

rich and varied experience to the Board. None of the Directors

of the Company, except Mr. Manit Gupta, are in any way

concerned or interested in this resolution.

None of the Directors of the Company, except Mr. Sachin

Kharkia (DIN: 00884999) are in any way concerned or

interested in this resolution

By the order of Board of Directors



Director


ANNEXURE (II) TO THE NOTICE

Details of Director seeking Appointment/re-appointment in the ensuing Annual General Meeting scheduled to be held on 30th

September, 2016(pursuant to Regulation 36 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

Name of Director Mrs. Shashi Garg Mr. Sachin Kharkia Mr. Surender Kumar

Jindal

Date of Birth 13/09/1956 21/09/1976 20/02/1955

DIN 00131391 00884999 00130589

Age 60 Years 40 Years 61 Years

Date of Appointment 25/07/2006 29/08/2016 29/08/2016

Qualification & Experience Ms. Shashi Garg, aged 60

years is a graduate in

commerce and has

experience of 20 years in

the field of Finance. She is

associated with many

companies.

Mr. Sachin Kharkia, aged

40 years is a master in

business administration

and has 10 years

experience in the field of

finance

Mr. Surender Kumar Jindal,

aged 61 years is a graduate

and has experience in the

field of finance, marketing

and accounts. He is capable

of addressing major

strategic issues that can

have an impact on the

company's long-term future

in terms of either expansion

or divestment.

Number of Shares held in the

Company

0 0 593803

Relationship with other

Directors, Manager and other

Key Managerial Personnel

None None Brother of Mrs. Shashi Garg,

Director


Number of Board meeting

attended during the financial

year 2015-16

11 - -

Directorships held in other

Companies (Excluding Private

Companies and Foreign

companies)

None None Bhawani Traders Limited,

Robertet Jindal Limited

Chairman/Member of the

Committee of the Board of

Directors of the Company

Member of Stakeholder

Relationship Committee of

the Company

_ _

Chairman/Member of the

Committee of the Board of

Directors of other Public

Companies

None None None



Director

11 | P a g e J I N D A L L E A S E F I N L I M I T E D A N N U A L R E P O R T - 2 0 1 5 - 1 6

PROXY FORM

Pursuant to Section 105(6) of the Companies Act, 2013

And Rule 19(3) of the Companies (Management and Administration) Rules, 2014]

Name of the member (s):

E-mail Id:

Registered address:

Folio No/ Client Id:

DP ID:

I/We, being the member (s) of …………. shares of the above named company, hereby appoint:

1) Name: 2) Name: Name:

Address: Address: Address:

E-mail Id: Or failing him/her E-mail Id: E-mail Id:

Signature: Signature: Signature:

as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the Annual General Meeting of the company, to be

held on the 30th day of September, 2016 At 04:00 p.m. at Kejriwal Farm House, Holambi Kalan, Narela Delhi-110082 and at any adjournment thereof in respect of such resolutions as are indicated below:

S.N. Resolutions optional

FOR AGAINST

ORDINARY BUSINESS

1 To adopt Audited Financial Statements for the financial year ended 31st

March,2016 Directors‟ Report and Auditors Report

2 To Appoint Mrs. Shashi Garg, who retires by rotation and being eligible

offers herself for re-appointment

SPECIAL BUSINESS


3 To appoint M/s STRG & Associates as statutory auditor to fill casual

vacancy

4 To appoint M/s STRG & Associates as statutory auditor

5 To Regularise Mr. Sachin kharkia as Indepentdent Director

6 To Regularise Mr. Surender Kumar Jindal as Director

Signed this…… day of……… 2016.

Signature of shareholder Signature of Proxy holder(s)

Note:

1) This form of proxy in order to be effective should be duly completed and deposited at the Registered Office of the Company, not

less than 48 hours before the commencement of the Meeting. It is optional to put an “X” in the appropriate column against the Resolutions indicated in the Box. If you leave the „For‟ or „Against‟ column blank against any or all Resolutions, your Proxy will be entitled

to vote in the manner as he/she thinks appropriate.

2) Please complete all details of member(s) in above box before submission.

Affix

revenue

stamp of

Rs. 1/-

AFFIX REVENUE

STAMP OF RS.

1/-


ATTENDENCE SLIP

(To be handed over at the Registration Counter)

Folio No.

No. of Shares

Name

Address of the Shareholder:

Signature

I hereby record my presence at the Annual General Meeting of the Company held at Kejriwal Farm House, Holambi Kalan, Narela Delhi-

110082 on Friday on the 30th day of September, 2016 at 04.00 P.M.


Board’s Report

On behalf of the Board of Directors (the “Board”), it gives me great pleasure to present the 22nd Board‟s Report of your Company,

along with the Balance Sheet, Profit and Loss account and Cash Flow statements, for the financial year ended March 31, 2016.

I. Financial Performance

Key highlights of financial performance of your Company for the financial year 2015-16 are provided below:

(In Rs)

Particulars 15-16 14-15

Sales and Other Income 2,731,429.88 1,743,406.48

Profit before Tax 996,683.37 639,758.30

Provision for Tax 2,10,155 284205

Minority Interest - -

Net profit for the year* 786,528.37 355,553.30

Appropriations - -

Interim Dividend - -

Proposed Dividend on

equity shares

- -

Corporate tax on

distributed dividend

- -

Transfer to General Reserve 786,528.37 355,553.30

EPS

Basic 0.26 0.12

Diluted 0.26 0.12


Dividends

The Directors regret their inability to declare dividend during the period under review.

Transfer to Reserves

During the Year under review, the company has earned a profit of Rs. 786528.37/-

Share Capital

During the year under review, the Company has neither altered its share capital nor issued any kind of shares.

Particulars of Loans, Advances, Guarantees and Investments

Pursuant to section 186 of Companies Act, 2013 and Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), no transaction relating to Loans, advances, guarantees and

investments are provided during the year under review.

Number of Meetings of the Board

The Board met eleven times during the financial year 2015-16 on following dates:-

28/05/2015

13/08/2015

04/09/2015

15/10/2015

09/11/2015

10/11/2015

16/11/2015

01/12/2015

09/12/2015

12/02/2016

01/03/2016

The maximum interval between any two meetings did not exceed 120 days.


SUBSIDIARY COMPANIES

As on 31st March 2016, the Company had no Subsidiary or Associate Company.

Deposits

Your Company has not accepted any deposits from public and as such, no amount on account of principal or interest on public deposits was outstanding as on the date of the balance sheet.

Material Changes between the date of the Board report and end of financial year

The material changes and commitments that have occurred between the end of the financial year of the Company to which the

financial statements relate and the date of the report are:

Mr. Sachin Kharkia has been appointed as additional Director (Independent Director) and Mrs. Anjana Bagaria resigned as

Independent Director.

Mr. Surender Kumar Jindal has been appointed as Additional Director of the Company

The Company has listed its shares on Bombay Stock Exchange on 30th June, 2016 by following Direct Listing Process as

prescribed by Bombay Stock Exchange Limited

Declaration by Independent Directors

Pursuant to Section 149(6) of the Companies Act, 2013, the Company has obtained declaration from Independent Directors.

Management Discussion and Analysis Report

In terms of regulation 34 of the Listing Regulations, the Management Discussion and Analysis report on your Company‟s performance,

industry trends and other material changes are required to be presented in Annual Report. However this provision is not applicable on companies covered under regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

Governance and Ethics

Corporate Governance

As per regulation 34 of the Listing Regulations, a separate section on corporate governance practices followed by Company are

required to be presented in Annual Report., together with a certificate, on compliance with corporate governance norms under the Listing Regulations. However this provision is not applicable on companies covered under regulation 15(2) of SEBI (Listing Obligations

and Disclosure Requirements) Regulations, 2015.

Compliance Management Framework

Your Company has a robust and effective framework for monitoring compliances with applicable laws. The Audit, Risk and Compliance

Committee and the Board periodically monitor status of compliances with applicable laws based on quarterly certification provided by

senior management.

Performance evaluation of the board, its committees and individual directors


Pursuant to applicable provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Board in consultation with its Nomination & Remuneration Committee, has formulated a framework containing, inter-alia, the

criteria for performance evaluation of the entire Board of the Company, its Committees and Individual Directors, including

Independent Directors. Accordingly, following is the criteria for evaluation:-

A. Criteria for evaluation of the Board of Directors as a whole:

The Frequency of Meetings

Quantum of Agenda

Administration of Meetings

Flow and quantity of Information from the Management to the Board

Number of Committees and their role.

Overall performance of the Company

B. Criteria for evaluation of the Individual Directors including Independent Directors;

o Experience and ability to contribute to the decision making process

o Problem solving approach and guidance to the Management

o Attendance and Participation in the Meetings

o Personal competencies and contribution to strategy formulation

o Contribution towards statutory compliances, monitoring of controls and Corporate Governance

The Independent Directors had met once separately without the presence of Non-Independent Directors and the members of

management and discussed, inter-alia, the performance of non-Independent Directors and Board as a whole and the performance of the Chairman of the Company after taking into consideration the views of executive and Non-Executive Directors.

The Nomination and Remuneration Committee has also carried out evaluation of every Director‟s performance.

The performance evaluation of all the Independent Directors have been done by the entire Board, excluding the Director being evaluated. On the basis of performance evaluation done by the Board, it shall be determined whether to extend or continue their term

of appointment, whenever the respective term expires. The Directors express their satisfaction with the evaluation process.

Directors’ Responsibility Statement

Your Directors hereby confirm that: a) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation

relating to material departures;

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 at the end of the financial year and of the profit and loss of the Company for that period;

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; and

e) the Directors, have laid down internal financial controls to be followed by the Company and that such internal financial controls are

adequate and operating effectively;

f) As required under Section 134(5)(f) of the Companies Act, 2013, and according to the information and explanations presented to us, based on the review done by the Audit, Risk and Compliance Committee and as recommended by it, we, the Board, hereby, state that

adequate systems and processes, commensurate with the size of the Company and the nature of its business, have been put in place by the Company, to ensure compliance with the provisions of all applicable laws as per the Company‟s Global Statutory Compliance

Policy and that such systems and processes are operating effectively.

Particulars of Employees

Information required pursuant to Section 197 (12) of the Companies Act, 2013 read with Rule 5(1) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not applicable on the company as none of the employees employed throughout

the financial year are in receipt of remuneration of Rs.60 Lakhs or more, nor employees employed for part of the year are in receipt

of remuneration of Rs.5 Lakhs or more per month, pursuant to Rule 5(2) the Companies (Appointment and Remuneration of

Managerial Personnel) Rules, 2014 .

Internal Financial Controls and Audit

Internal Financial Controls and their Adequacy

The Board of your Company has laid down internal financial controls to be followed by the Company and that such internal financial

controls are adequate and operating effectively. Your Company has adopted policies and procedures for ensuring the orderly and

efficient conduct of its business, including adherence to the Company‟s policies, the safeguarding of its assets, the prevent ion and

detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable

financial disclosures.

Statutory Auditors

The Board of Directors at its meeting held on 02nd August, 2016, as per the recommendation of the Audit Committee, and pursuant to

the provisions of Section 139(8) under Companies Act, 2013, appointed M/s STRG & Associates, Chartered Accountants, Delhi, (Firm Registration No: 014826N), as the Statutory Auditors of the Company to fill the casual vacancy caused by the resignation of M/s

Kewal Bajaj & Associates, Chartered Accountants, subject to the approval by the members in the 22nd Annual General Meeting of the

Company, at such remuneration plus applicable taxes, and out of pocket expenses, as may be determined and recommended by the

Audit Committee in consultation with the Auditors and duly approved by the Board of Directors of the Company.

The Company has received consent and eligibility certificate M/s STRG & Associates, Chartered Accountants, Delhi, (Firm Registration

No: 014826N) to act as Statutory Auditors of the Company in place of M/s Kewal Bajaj & Associates Chartered Accountants, along with

a confirmation that, their appointment, if made, would be within the limits prescribed under the Companies Act, 2013.

Auditors’ Report

There are no qualifications, reservations or adverse remarks made by M/s STRG & Associates, Statutory Auditors, in their report for the financial year ended March 31, 2016. Pursuant to provisions of section 143(12) of the Companies Act, 2013, the Statutory Auditors

have not reported any incident of fraud to the Audit, Risk and Compliance Committee during the year under review.


Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of

Managerial Personnel) Rules, 2014, the Company has appointed Mr. Upender Jajoo, Partner, M/s Upender Jajoo & Associates, a firm

of Company Secretaries in Practice, to conduct Secretarial Audit of the Company. The Report of the Secretarial Audit in Form MR-3

for the financial year ended March 31, 2016 is enclosed at Annexure II to the Report. There are no qualifications, reservations or

adverse remarks made by the Secretarial Auditor in his report.

Social Responsibility and Sustainability

Corporate Social Responsibility

As per the provisions of the Companies Act, 2013, companies having net worth of Rs. 500 Crore or more, or turnover of Rs. 1000 crore or more or net profit of Rs.5 Crore or more during any financial year are required to constitute a Corporate Social

Responsibility (CSR) committee of the board comprising three or more directors, at least one of whom should be an independent

director and such company shall spend at least 2% of the average net profits of the company‟s three immediately preceding financial

years. This provision is not applicable on the company.

Particulars Regarding Conservation of Energy and Research and Development and Technology Absorption

Details of steps taken by your Company to conserve energy through its “Sustainability” initiatives have been disclosed as part of this

Annual Report in Management Discussion and Analysis Report. This provision is not applicable on the company.

Information Required Under Sexual Harassment of Women at Workplace (Prevention, Prohibition &

Redressal) Act, 2013

Your Company has a policy and framework for employees to report sexual harassment cases at workplace and the process ensures

complete anonymity and confidentiality of information. Adequate workshops and awareness programmes against sexual harassment

are conducted across the organization.

Your director‟s further state that during the year under review 2015-2016, there were no complaints received pursuant to Sexual

Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013. The following is reported pursuant to section 22

of Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013. No. of complaints received during the year : Nil

No. of complaints disposed off during the year : Nil No. of complaints pending more than 90 days : Nil

No. of workshops or awareness programme against sexual harassment carried out: 5 Nature of action taken by the employer or district officer: N.A

Details of Significant and Material Orders Passed by the regulators/Courts/Tribunals Impacting the Going Concern Status

and the Company’s Operations in Future

There are no significant material orders passed by the Regulators/ Courts which would impact the going concern status of the

Company and its future operations.

Extract of Annual Return

Pursuant to section 92(3) and section 134(3) (a), extract of the Annual Return as on March 31, 2016 in form MGT-9 is enclosed as Annexure I to this report.


Acknowledgements and Appreciation

Your Directors take this opportunity to thank the customers, shareholders, bankers, business partners/associates, regulators, stock

Exchanges, financial institutions for their consistent support and encouragement extended to the Company. I am sure you will join our

Directors in conveying our sincere appreciation to all employees of the Company and associates for their hard work and commitment.

Their dedication and competence has ensured that the Company continues to be a significant and leading player in the industry. Your involvement as shareholders is also greatly valued at. Your Directors look forward to your continuing support.

FOR AND ON BEHALF OF THE BOARD

CHAIRMAN

SURENDER KUMAR JINDAL


Form No.MGT-9

Annexure-I

EXTRACT OF ANNUAL RETURN AS ON THE FINANCIAL YEAR ENDED ON

31S T MARCH, 2016

[Pursuant to section92 (3) of the Companies Act,2013 and rule12(1)of the Companies (Management and Administration) Rules , 2014]

I. REGISTRATION AND OTHERDETAILS:

i. CIN

L74899DL1994PLC059252

ii. Registration Date

27/05/1994

iii. Name of the Company


1.

iv. Category/Sub-Category of the Company

Public Limited Company - Limited by Shares/Indian

Non-Government

Company

v. Address of the Registered office and contact

details


Ph. 011-46201000, Fax 011-46201002

vi. Whether listed company

Yes

vii. Name, Address and Contact details of Registrar and Transfer Agent, if any

BEETAL Financial & Computer Services Pvt Ltd.

BEETAL HOUSE, 3rd Floor,

99, Madangir, behind LSC, New Delhi – 110062

Phone No.: 011-29961281/283


II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

All the business activities contributing 10% or more of the total turnover of the Company shall be stated

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES: NIL

Sr. No. Name And Address Of

The Company

CIN/GLN Holding/

Subsidiary

/Associate

%of

shares

held

Applicable

Section

1.

2.

IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)

i. Category-wise Shareholding

Category of

Shareholders

No. of Shares held at the beginning of the

year

No. of Shares held at the end of the year %

Chang

e

during

the

year

Dem

at

Physical Total % of

Total

Shares

Dem

at

Physical Total % of

Total

Shares

2.

A. Promoter 3. 4. 5. 6. 7. 8. 9. 10. 11.

1) Indian 12. 13. 14. 15. 16. 17. 18. 19. 20.

Sr.

No.

Name and Description of main

products/ services

NIC Code of the Product/

service

% to total turnover of the

company

1 Non Banking Financial Services 649 98


a) Individual/

HUF

- 878805 87878805 29.21 - 878805 878805 29.2 -

b) Central Govt - - - - - - - - -

c) State Govt(s) - - - - - - - - -

d) Bodies Corp - 1377695 131377695 45.79 - 1377695 1377695 45.79 -

e) Banks / FI - - - - - - - - -

f) Any Other - - - - - - - - -

Sub-total(A)(1):-

21.

22.

-

2256500 222256500 74.99 23.

-

2256500 2256500 74.99 -

2) Foreign 24. 25. 26. 27. 28. 29. 30. 31. 32.

g) NRIs-

Individuals

- - - - - - - - -

h) Other-

Individuals

- - - - - - - - -

i) Bodies Corp. - - - - - - - - -

j) Banks / FI - - - - - - - - -

k) Any Other…. - - - - - - - - -

Sub-total(A)(2):-

- - - - - - - - -

B. Public

Shareholding 33. 34. 35. 36. 37. 38. 39. 40. 41.

1. Institutions 42. 43. 44. 45. 46. 47. 48. 49. 50.

a) Mutual Funds - - - - - - - - -

b) Banks / FI - - - - - - - - -

c) Central Govt - - - - - - - - -

d) State Govt(s) - - - - - - - - -


e) Venture

Capital

Funds

- - - - - - - - -

f) Insurance

Companies

- - - - - - - - -

g) FIIs - - - - - - - - -

h) Foreign

Venture

Capital

Funds

- - - - - - - - -

i) Others

(specify)

- - - - - - - - -

Sub-total(B)(1)

- - - - - - - - -

2. Non

Institutions 51. 52. 53. 54. 55. 56. 57. 58. 59.

a) Bodies Corp.

(i) Indian

(ii) Overseas

60.

-

61.

67500

62.

67500

63.

2.24

64.

-

65.

67500

66.

67500

67.

2.24

68.

-

b) Individuals

69.

(i)Individual

shareholders

holding nominal

share capital

up to Rs. 1 lakh

70.

(ii) Individual

shareholders

holding nominal

share capital in

excess of Rs 1

lakh

71.

72.

-

73.

74.

684900

75.

76.

684900

77.

78.

22.76

79.

80.

-

81.

82.

684900

83.

84.

684900

85.

86.

22.76

87.

88.

-

c) Others(Speci - _ - _ _ _ _ - _


fy)

Sub-total(B)(2)

_

752400

752400 89.

25.01

90.

_

752400

752400

25.01 91.

_

Total Public

Shareholding

(B)=(B)(1)+

(B)(2)

-

752400

752400 92.

25.01

93.

-

94.

752400

752400 95.

25.01

-

C. Shares held

by Custodian

for GDRs &

ADRs

- - - - - - - - -

Grand Total

(A+B+C)

- 300890

0

3008900 100 -

96.

300890

0

300890

0

100 -

ii.Shareholding of Promoters

Sr.

No

Shareholder’s

Name Shareholding at the beginning of the year Shareholding at the end of the year 97.


98. 99. No. of Shares % of

total

Shares

of the

company

%of Shares

Pledged /

encumbered

to total

shares

No. of

Shares

% of

total

Shares

of the

company

%of Shares

Pledged /

encumbered

to total

shares

% change

in share

holding

during the

year

1. Surender

Kumar Jindal

593803 19.73 _ 593803 19.73 _ _

2. Kusum Jindal

100.

285001 9.47 _ 285001 9.47 _ _

3. Kisturi Devi

Jindal

101.

1 0 _ 1 0 _ _

4. Jindal Art

Glass

Innovations

Pvt. Ltd.

268999 8.94 _ 268999 8.94 _ _

5. Jindal

Dyechem

Industries Pvt.

Ltd.

200000 6.65 _ 200000 6.65 _ _

6. Jindal Exports

and Imports

Pvt. Ltd.

538997 17.91 _ 538997 17.91 _ _

7. Grand Builders

Pvt. Ltd.

369999 12.29 _ 369999 12.29 _ _

102. Total 2256500 74.99 _ 225650

0

74.99 _ -


iii.Change in Promoters’ Shareholding (please specify, if there is no change: N.A

S

r.

n

o

103. Shareholding at the beginning of

the year

Cumulative Shareholding during

the year

104. 105. No. of shares % of total

shares of the

company

No. of shares % of total

shares of the

company

106. At the beginning of the year

107.

2256500 74.99 2256500 74.99

108. Date wise Increase / Decrease in

Promoters Share holding during

the year specifying the reasons

for increase

/ decrease (e.g. allotment /

transfer / bonus/ sweat equity

etc):

109.

-` - - -

110. At the End of the year

111.

2256500 74.99 2256500 74.99

Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders of GDRs and ADRs):

Sr. no 112. Shareholding at the beginning of

the year


the year

113. Name of shareholders No. of shares % of total

shares of the

company


shares of the

company

1 Sanjay Bajoria 16500 0.55 16500 0.55

2 Emerging Primary Securities

Ltd

16500 0.55 16500 0.55

3 Citiport Credits Limited 0.41 0.41

4 D C Patel 9500 0.32 9500 0.32


5 Shash Bhushan Shugla 8300 0.28 8300 0.28

6 Sarita Aggarwal 8300 0.28 8300 0.28

7 Hemlata G Surana 8300 0.28 8300 0.28

8 Ashok Samanic 8300 0.28 8300 0.28

9 Bhagwati shah

8300 0.28 8300 0.28

10 Rajendra Kumar Pandey 8300 0.28 8300 0.28

E. Shareholding of Directors and Key Managerial Personnel:

S

r.

n

o

114. Shareholding at the beginning of

the year


the year

Name of directors & KMP No. of shares % of total

shares of the

company


shares of the

company

115. 1 SURENDER KUMAR JINDAL - - 593803 19.73

2. 2 RACHIT SINGHAL - - - -

2. 3 SHASHI GARG - - - -

3. 4 KIRAN SINGHAL - - -- -

4. 5 SACHIN KHARKIA - - - -

V. INDEBTEDNESS

Indebtedness of the Company including interest outstanding/accrued but not due for payment: -

Secured Loans

excluding deposits

Unsecured

Loans

Deposits Total

Indebtedness


Indebtedness at the

beginning of the

financial year

1.

i) Principal Amount

ii) Interest due but not

paid

iii) Interest accrued

but not

_

_

_

_

Total(i+ii+iii)

- - - -

Change in

Indebtedness during

the financial year

- Addition

- Reduction

- -

- -

Net Change

- -

- -

Indebtedness at the

end of the financial

year

2.

i) Principal Amount

ii) Interest due but not

paid iii) Interest

accrued but not due

- -

- -

Total (i+ii+iii)

- -

- -

REMUNERATION OF DIRECTORS AND KEYMANAGERIAL PERSONNEL

A. Remuneration to Managing Director, Whole-time Directors and/or Manager: -


Sl.

No.

Particulars of Remuneration Name of MD/WTD/ Manager

Total

Amount

1. Gross salary

(a)Salary as per provisions

containedinsection17(1) of the Income-tax

Act,

1961

(b)Value of perquisites

17(2)Income-tax Act,

1961

(c)Profits in lieu of salary

undersection17(3)Income- taxAct,1961

3. 4. 5. 6.

2. Stock Option

- - - - -

3. - Sweat Equity

- - - - -

4. Commission

as % of profit

Others, specify…

- - - - -

5. Others, please specify

- - - - -

6. Total(A)

7. 8. 9. 10.

Ceiling as per the Act

11. 12. 13. 14.

B. Remuneration to other directors: -

Sl.

No.

Particulars of Remuneration Name of MD/WTD/ Manager

Total

Amount


15. Independent Directors

·Fee for attending board committee meetings

·Commission

·Others, please specify

16.

- - - - -

Total(1) 17. 18. 19. 20. 21.

22. Other Non-Executive Directors

·Fee for attending board committee meetings

·Commission

·Others, please specify

- - - - -

Total(2) - - - - -

Total(B)=(1+2) - - - - -

Total Managerial Remuneration - - - - -

Overall Ceiling as per the Act - - - - -

C. Remuneration to Key Managerial Personnel Other Than MD/ Manager/WTD: -

Sl.

no.

Particulars of

Remuneration

Key Managerial Personnel


23. CEO Company

Secretary

CFO Total

1. Gross salary

(a)Salary as per provisions

contained in section17(1)of the

Income-tax Act,1961

(b)Value of perquisites u/s

17(2)Income-tax

Act,1961

(c)Profits in lieu of salary under

section

17(3)Income-tax

Act,1961

- - - -

2. Stock Option - - - -

3. Sweat Equity - - - -

4. Commission

- as% of profit

-others, specify…

- - - -

5. Others, please specify - - - -

6. Total - - - -

VI. PENALTIES/PUNISHMENT/COMPOUNDINGOFOFFENCES: - NIL

Type Section of

the

companies

Act

Brief

description

Details of Penalty/

Pun ishment/Compounding

fees imposed

Authority[RD

/NCLT/Court]

Appeal

made. If

any(give

details)

A. Company


Penalty - - - - -

Punishment - - - - -

Compounding - - - - -

B. Directors

Penalty - - - - -



C. Other Officers In Default

Penalty - - - - -




Annexure II

Form MR 3

Secretarial Audit Report

(For the Financial Year ended on 31st March, 2016) [Pursuant to Section 204(1) of the Companies Act, 2013 and Rule No. 9 of the Companies (Appointment and Remuneration of

Managerial Personnel) Rules, 2014]

To,

The Members

Jindal Leasefin Limited

110, Babar Road, New Delhi-110 001

I have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate

practices by Jindal Leasefin Limited (hereinafter called the Company). Secretarial Audit was conducted in a manner that provided us

a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing my opinion thereon.

Based on our verification of the Company‟s books, papers, minute books, forms and returns filed and other records maintained by the

Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of

secretarial audit, I hereby report that in my opinion, the Company has, during the audit period covering the financial year ended on 31st

March, 2016,complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and

compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

I have examined the books, papers, minute books, forms and returns filed and other records maintained by Jindal Leasefin Limited

(“The Company”) for the financial year ended on 31st March 2016 according to the provisions of:

I. The Companies Act, 2013 (the “Act”) and the Rules made thereunder;

II. The Securities Contracts (Regulation) Act, 1956 (“SCRA‟) and the Rules made thereunder;

III. The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder to the extent of Regulation 55A;

IV. Foreign Exchange Management Act, 1999 and the Rules and Regulations made thereunder to the extent of Foreign Direct

Investment, Overseas Direct Investment and External Commercial Borrowings;

V. The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (“SEBI Act‟)

to the extent applicable to the Company:-

a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992;


c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009; (Not Applicable

to the Company during the Audit Period);

d) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding

the Companies Act and dealing with client;

e) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; and (Not Applicable to the

Company during the Audit Period);

f) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998; (Not Applicable to the Company

during the Audit Period);

I have also examined compliance with the applicable clauses of the following:

i) Secretarial Standards issued by The Institute of Company Secretaries of India, Listing Agreements (till November 30, 2015) and

Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (From December 01, 2015

to March 31, 2016)

During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards,

Listing Agreements/regulations etc mentioned above.

I further report that the Company has, in my opinion, complied with the provisions of the Companies Act, 2013 and the Rules

made under that Act as notified by Ministry of Corporate Affairs and the Memorandum and Articles of Association of the

Company.

I further report that:

1. The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors

and Independent Directors. The changes in the composition of the Key managerial personnel that took place during the period

under review were carried out in compliance with the provisions of the Act

2. Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at

least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda

items before the meeting and for meaningful participation at the meeting.

3. Majority decision is carried through while the dissenting members „views are captured and recorded as part of the minutes.

4. The Company has obtained all necessary approvals under the various provisions of the Act; and


5. There was no prosecution initiated and no fines or penalties were imposed during the year under review under the Act, SEBI

Act, SCRA, Depositories Act, Listing Agreement and Rules, Regulations and Guidelines framed under these Acts against / on the

Company, its Directors and Officers.

6. The Directors have complied with the disclosure requirements in respect of their eligibility of appointment, their being

independent and compliance with the Code of Business Conduct & Ethics for Directors and Management Personnel;

7. The Company has complied with the provisions of the Securities Contracts (Regulation) Act, 1956 and the Rules made under

that Act, with regard to maintenance of minimum public shareholding.

I further report that

The provisions of the FEMA, 1999 and the Rules and Regulations made under that Act are not applicable to the company.

I further report that:

1. The Company has complied with the requirements under the Equity Listing Agreements and or Listing Regulations relating The

Calcutta Stock Exchange Ltd;

2. The Company has complied with the provisions of the Securities and Exchange Board of India (Substantial Acquisition of

Shares and Takeovers) Regulations, 2011 including the provisions with regard to disclosures and maintenance of records

required under the said Regulations;

3. The Company has complied with the provisions of the Securities and Exchange Board of India (Prohibition of Insider Trading)

Regulations, 1992 including the provisions with regard to disclosures and maintenance of records required under the said

Regulations;


Based on the information received and records maintained there are adequate systems and processes in the Company

commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations

and guidelines.


There are adequate systems and processes in the company commensurate with the size and operations of the Company to monitor

and ensure compliance with applicable laws, rules, regulations and guidelines.

For Upender Jajoo & Associates

Company Secretaries

Upender Jajoo

Partner

ACS:A33121

C.P.: 14336

Date: 29.08.2016,Place: Delhi


ANNEXURE-A TO THE SECRETARIAL AUDIT REPORT

To,

The Members,



My Report of even date is to be read along with this letter.

1. Maintenance of secretarial record is the responsibility of the Management of the Company. My responsibility is to express an opinion

on these secretarial records based on my audit.

2. I have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the secretarial records. The verification was done on the random test basis to ensure that correct facts are reflected in

secretarial records. I believe that the processes and practices, I followed provide a reasonable basis for my opinion.

3. I have not verified the correctness and appropriateness of Financial Records and Books of Accounts of the Company.

4. Wherever required, we have obtained the Management representation about the compliance of laws, rules and regulations and

happening of events etc.

5. The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of

Management. Our examination was limited to the verification of procedures on random test basis.

6. The Secretarial Audit report is neither an assurance as to the future viability of the company nor of the efficacy or effectiveness

with which the Management has conducted the affairs of the Company.

For Upender Jajoo & Associates

Company Secretaries

Upender Jajoo

Partner

ACS:A33121

C.P.: 14336

Date: 29.08.2016

Place: Delhi


INDEPENDENT AUDITOR’S REPORT

To the Members of M/S JINDAL LEASEFIN LIMITED

Report on the Financial Statements

We have audited the accompanying financial statements of M/s Jindal Leasefin Limited („the Company), which comprises the Balance

Sheet as at 31st March, 2016, the statement of Profit and Loss and Cash Flow Statement of the company for the year then ended and a summary of significant accounting policies and other explanatory information.

Management’s Responsibility for the financial Statements

The Company‟s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013(“the Act”) with

respect to preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting

Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rule, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of

the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of

adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting

records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from

material misstatement, whether due to fraud or error.

Auditor’s Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We have taken into account the

provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report

under the provisions of the Act and the Rules made thereunder.

We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the

financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial

statements. The procedures selected depend on the auditor‟s judgment, including the assessment of the risks of material

misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company‟s preparation of the financial statements that give a true and fair view in order to

design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company‟s Directors, as well as

evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the

financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, aforesaid standalone financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the

accounting principles generally accepted in India:


Emphasis of Matters

We draw attention to following matters in the notes to the financial statements:

a) As certified by the management and relied upon by us in the matter that no lawsuit filed against the company.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor‟s Report) Order, 2016 issued by the Central Government of India in terms of sub-section (11)

of section 143 of the Act, we give in the Annexure “A” a statement on the matters specified in paragraphs 3 and 4 of the Order.

2. As required by section 143(3) of the Act, we report that:

a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary

for the purpose of our audit;

b) In our opinion proper books of account as required by law have been kept by the Company so far as it appears from our

examination of those books

c) The Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement dealt with by this Report are in agreement with the

books of account.

d) In our opinion, the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement comply with the Accounting Standards

referred to in section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. e) On the basis of written representations received from the directors as on March 31st, 2016, taken on record by the Board of

Directors, none of the directors is disqualified as on March 31st 2016, from being appointed as a director section 164(2) of the Act.

f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating

effectiveness of such controls, refer to our separate Report in “Annexure B”.

g) with respect to the other matters to be included in the Auditor‟s Report in accordance with Rule 11 of the Companies (Audit and

Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

i. As certified by the management and relied upon by us in the matter that no lawsuit filed against the company.

ii. The Company did not have any long-term contracts including derivate contracts for which there were any material foreseeable

losses.

iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.

For STRG & ASSOCIATES

CHARTERED ACCOUNTANTS

FRN: 014826N

CA Rakesh Gupta

Partner

M.No.: 094040

Place : New Delhi

Date : 29.08.2016


“Annexure A” to the Auditors’ Report

The Annexure referred to in our report to the members of the Company on the financial statements for the year Ended on 31st March, 2016,

we report that:

1. a) The company is maintaining proper records showing full particulars, including quantitative details and situation of fixed assets;

b) These fixed assets have been physically verified by the management at reasonable intervals; no material discrepancies were

noticed on such verification and if so, the same have been properly dealt with in the books of account;

c) Substantial part of fixed assets have been disposed off during the year, it has no effect the going concern;

2. a) Physical verification of inventory has been conducted at reasonable intervals by the management;

b) In our Opinion Procedure of physical verification of inventory followed by the management reasonable and adequate in relation to

the size of the company and the nature of its business.

c) On the Basis of our examination of Inventory record , In our Opinion the company is maintaining proper records of inventory

3. The Company has not granted loan to one party covered in the register maintained under Section 189 of the Act.

4. In our opinion and according to the information and explanations given to us, the company has complied with the provisions of section

185 and 186 of the Act, with respect to the loans and investments made.

5. The Company has not accepted any deposits within the meaning of Sections 73 to 76 of the Act and the Companies (Acceptance of

Deposits) Rules, 2014 (as amended).

6. The Central Government has not specified maintenance of cost records under sub-section (1) of Section 148 of the Act, in respect of

Company‟s products/ services.

7. (a) According to the information and explanations given to us and based on our examination of the records of the Company, the Company is regular in depositing undisputed statutory dues including provident fund, employees‟ state insurance, income-tax,

sales-tax, wealth tax, service tax, duty of customs, duty of excise, value added tax, cess and other material statutory dues, as applicable, with the appropriate authorities. Further, no undisputed amounts payable in respect thereof were outstanding at the

year-end for a period of more than six months from the date they become payable.

(b) There are no dues in respect of income-tax, sales-tax, wealth tax, service tax, duty of customs, duty of excise, value added tax

and cess that have not been deposited with the appropriate authorities on account of any dispute.

8. In our opinion, the Company has not defaulted in repayment of dues to any financial institution or a bank or to debenture-holders

during the year.

9. The Company has not raised money by way of initial public offer.

10. According to the information and application given to us, no material fraud on or by the Company by its officers or employees has

been noticed or reported during the period covered by our audit.


11. According to the information and explanations give to us and based on our examination of the records of the Company, the Company has not paid managerial remuneration.

12. In our opinion and according to the information and explanations given to us, the Company is not a nidhi company. Accordingly,

paragraph 3(xii) of the Order is not applicable.

13. According to the information and explanations given to us and based on our examination of the records of the Company,

transactions with the related parties are in compliance with sections 177 and 188 of the Act where applicable and details of such transactions have been disclosed in the financial statements as required by the applicable accounting standards.

14. According to the information and explanations give to us and based on our examination of the records of the Company, the

Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during

the year.

15. According to the information and explanations given to us and based on our examination of the records of the Company, the

Company has not entered into non-cash transactions with directors or persons connected with him. Accordingly, paragraph 3(xv)

of the Order is not applicable.

16. The company is registered under section 45-IA of the Reserve Bank of India Act, 1934.


Annexure - B to the Auditors’ Report

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (“the Act”)

We have audited the internal financial controls over financial reporting of Jindal Leasefin Limited (“the Company”) as of 31 March 2016 in

conjunction with our audit of the financial statements of the Company for the year ended on that date.

Management’s Responsibility for Internal Financial Controls

The Company‟s management is responsible for establishing and maintaining internal financial controls based on the internal control over

financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance

Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India („ICAI‟). These

responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively

for ensuring the orderly and efficient conduct of its business, including adherence to 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, as required under the Companies Act, 2013.

Auditors’ Responsibility

Our responsibility is to express an opinion on the Company's internal financial controls over financial reporting based on our audit. We

conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the “Guidance

Note”) and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the

extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the

Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and

plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was

established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over

financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an

understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and

evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the

auditor‟s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or

error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company‟s

internal financial controls system over financial reporting.


Meaning of Internal Financial Controls over Financial Reporting

A company's internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the

reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted

accounting principles. A company's internal financial control over financial reporting includes those policies and procedures that (1)

pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and disposit ions of the

assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial

statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being

made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance

regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a

material effect on the financial statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper

management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any

evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial

control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the

policies or procedures may deteriorate.

Opinion In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting

and such internal financial controls over financial reporting were operating effectively as at 31 March 2016, based on the internal control

over financial reporting criteria established by the Company considering the essential components of internal control stated in the

Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

For STRG & ASSOCIATES

CHARTERED ACCOUNTANTS

FRN: 014826N

CA Rakesh Gupta

Partner

M.No.: 094040

Place : New Delhi

Date 28.09.2016



Balance Sheet as on Year ended on 31st March, 2016

S.N. Particulars Note No. As at 31 March, 2016 As at 31 March,

2015

I EQUITY AND LIABILITIES

1 Shareholders’ funds

(a) Share capital 6 30,089,000.00 30,089,000.00

(b) Reserves and surplus 7 31,738,365.05 30,951,836.68

2 Current liabilities

(a) Short-term borrowings 8 13,554,977.00

(b) Other current liabilities 9 403,917.00 61,781.00

(c) Short-term provisions

10 446,923.00 298,162.00

TOTAL

76,233,182.05 61,400,779.68

II ASSETS

1 Non-current assets

(a) Fixed assets 11 1,945.00 38,888.00

(i) Tangible Assets 22 1,088,282.00 1,083,437.00

(b) Deferred tax assets (net) 12 6,415,507.00 3,507,247.00

(c) Non Current Investments 13 40,000.00 40,000.00

2 Current assets

(a) Inventories 18B 4,624.43 4,624.43


(b) Cash and cash equivalents 14 323,830.47 46,554,750.25

(c) Current Investments 12A 43,972,297.11 -

(d) Short-term loans and advances

15 24,386,696.04 10,171,833.00

TOTAL 76,233,182.05 61,400,779.68

See accompanying notes forming part of Financial Statements

In terms of Our report attached

For STRG & Assosiates For and on Behalf of the Board of Directors

Chartered Accountants

FRN No.: 14826N

(CA Rakesh Gupta) (SURENDER KUMAR JINDAL) (RACHIT SINGHAL) (VIRENDRA BAHADUR SINGH)

Partner Director Managing Director CFO Membership No. :094040 DIN 00130589 DIN 00054539 PAN :BAEPS6100C Date:29.08.2016

Place: Delhi



Statement of Profit and Loss for the Year ended on 31st March, 2016

Particulars Note

No.

For the year ended

31 March, 2016

For the year ended

31 March, 2015

Amount(Rs) Amount(Rs)

1 Revenue from operations 16 2,683,326.00 83,333.00

2 Other income 17 48,103.88 1,660,073.48

3 Total revenue(1+2) 2,731,429.88 1,743,406.48

4 Expenses

(a) Purchase of Traded Goods 18 - 255,250.00

(b) Changes in Inventories of Stock

in Trade

-

-

(c) Employee benefits expense 19 990,363.00 409,714.00

(d) Depreciation and amortisation

expense

11 36,943.00 7,479.00

(e) Other Expenses 20 707,440.51 431,205.18

Total expenses 1,734,746.51 1,103,648.18

5 Profit / (Loss) before tax (3-4) 996,683.37 639,758.30

6 Tax expense:

(1) Current tax 215,000.00 135,000.00

(2) Deferred tax 22 (4,845.00) 149,205.00

7 Profit / (Loss) for the year (5 +

6)

786,528.37 355,553.30

8 Earning per equity share :

(1) Basic 21 0.26 0.12

(2) Diluted 0.26 0.12






FRN No.: 14826N

(SURENDER

KUMAR JINDAL)

(RACHIT SINGHAL)

Director Managing Director

DIN 00130589 DIN 00054539

(CA Rakesh Gupta)

(VIRENDRA

BAHADUR SINGH)

Partner CFO

Membership No. :094040 PAN :BAEPS6100C

Place: New Delhi

Date:29/08/2016



CASH FLOW STATEMENT FOR THE YEAR ENDING ON 31ST MARCH, 2016

PARTICULAR

S 2015-16 2014-15

A. CASH FLOW FROM

OPERATING ACTIVITIES

NET PROFIT/(LOSS)

BEFORE TAX AND

EXTRAORDINARY ITEMS

996,683.37

639,758.30

ADJUSTMENT FOR :

DEPRECIATION 36,943.00 7,479.00

Excess provision for taxation

written back

-

-

PROVISION FOR GRATUITY 17,995.00 10,454.00

1,051,621.37 657,691.30

LESS:

PROFIT / LOSS ON SALE OF

INVESTMENT

(34,853.27)

-

LOSS ON TRADING

35,145.00

-

GRATUITY PAID

84,234.00

42,080.00

DIVIDEND INCOME

(48,395.61)

-

OPERATING PROFIT/(LOSS)

BEFORE WORKING CAPITAL

CHANGES

1,015,491.25

615,611.30

ADJUSTMENT FOR :

INCREASE/DECREASE IN

TRADE AND OTHER RECEIVABLES

(14,214,863.04)

(9,488,391)

DECREASE IN INVENTORIES -

-

INCREASE/DECREASE IN TRADE & OTHER PAYABLES

342,136.00

(16,151.00)

INCREASE/DECREASE IN NON CURRENT ASSETS

-

-

CASH GENERATED FROM

OPERATIONS

(12,857,235.79)

(8,888,930.70)

DIRECT TAXES PAID -

-

CASH BEFORE

EXTRAORDINARY ITEMS

(12,857,235.79)

(8,888,930.70)

EXTRA-ORDINARY ITEMS

-

-


NET CASH FROM OPERATING

ACTIVITIES ( A )

(12,857,235.79) ( A )

(8,888,930.70)

B.

CASH FROM INVESTING

ACTIVITIES

PURCHASE OF FIXED

ASSETS(DECREASE)

SALE OF FIXED ASSETS

-

-

DIVIDENDS RECEIVED

(48,395.61)

-

INCREASE/DECREASE IN

INVESTMENTS

(46,880,557.11)

(3,507,247.00)

PROFIT ON SALE OF

INVESTMENT

(34,853.27)

LOSS ON TRADING

35,145.00

NET CASH FROM INVESTING

ACTIVITIES ( B )

(46,928,660.99

) ( B )

(3,507,247.00)

C.

CASH FLOW FROM

FINANCING ACTIVITIES

INCREASE IN SHORT TERM

BORROWINGS

13,554,977.00

-

REPAYMENT OF LONG TERM

BORROWING

-

(890,230.00)

NET CASH USED IN FINANCING

ACTIVITIES ( C )

13,554,977.00 ( C )

(890,230.00)

NET INCREASE /(DECREASE)

IN CASH ( A+B+C) AND CASH

EQUIVALENTS ( D )

(46,230,919.78) ( D )

(13,286,407.70)

CASH AND CASH EQUIVALENTS

AS AT 01-04-2015

46,554,750.25

59,841,157.95

CASH AND CASH EQUIVALENTS

AS AT 31-03-2016

323,830.47

46,554,750.25





FRN No.: 14826N

(SURENDER KUMAR

JINDAL)

(RACHIT SINGHAL)

Director Managing Director


DIN 00130589 DIN 00054539

(CA Rakesh Gupta) (VIRENDRA BAHADUR

SINGH)

Partner CFO

Membership No. :094040 PAN :BAEPS6100C

Place: New Delhi, Date:29/08/2016


Notes Forming Part of the Financial Statements for the year ended 31 March, 2016

The Company stands registered with Reserve Bank of India as NBFC. The Company has ot accepted any deposit from public.

The Company stands registered at Delhi Stock Exchange, New Delhi. The Delhi Stock Exchange is not functioning since

2002 and therefore, there is no listing at the exchange and no quotations are available. The company got listed on Bombay

Stock Exchange w.e.f. 30.06.2016,

Stock of Securities in respect of 100 shares of Rs.10/- each of Oriental Bank of Commerce of Rs.4624.43

In the opinion of the Board, the current assets of a company are approximately of the value as stated in the Balance

Sheet if realized in the ordinary course of business.

No provision has been made for diminution in the value of Investments which the management considers to be of temporary nature.

6 Share Capital

(i)

Particulars

As at 31

March, 2016 As at 31 March, 2015

Amount(Rs) Amount(Rs)

(a) Authorised

31,00,000 Equity shares of Rs 10 each

31000000.0

0 31000000.00

(b) Issued

30,08,900 Equity shares of Rs 10 each

30089000.0

0 30089000.00

(c) Subscribed and fully paid up

30,08,900 Equity shares of Rs 10 each fully paid up

30089000.

00 30089000.00

(ii) Reconciliation of the number of shares at the beginning and at the end of the reporting period:

Number of shares as at 31.03.2016 3008900

Number of shares as at 31.03.2015 3008900


(iii) Details of shares held by each shareholder holding more than 5% shares:

Class of shares / Name of shareholder As at 31 March, 2016 As at 31 March, 2015

Number

of

shares

held

% holding

in that

class of

shares

Number of

shares held

% holding

in that

class of

shares

Equity shares with voting rights

Jindal Art Glass Innovations Pvt Ltd 268999 8.94 268999 8.9

4

Surender Kumar Jindal 593803 19.73 593803 19.7

3

Jindal Export & Import Pvt. Ltd 538997 12.26 368997 12.26

Grand Builders Pvt Ltd 369699 12.29 369699 12.29

Kusum Jindal 285001 9.47 285001 9.47

Jindal Dyechem Industries Pvt Ltd 200000 6.65 200000 6.6

5

7

Reserves & Surplus

Particulars As at As at

31 March,

2016

31

March,

2015

(i)Statutory Reserve account

Opening/Closing balance

945,000.00

945,000

.00

Add: Transfer to reserve Fund in terms of section45-IC(1) of the Reserve Bank of India Act 1934

157,305.67

(ii) Surplus / (Deficit) in Statement of

Profit and Loss

1,102,305.67

945,000

.00

Opening balance

30,006,836.68

29,651,283.38

Add:Profit / (Loss) for the year

786,528.37

355,553.30

Less: Transfer to reserve Fund in in terms of section45-IC(1) of the Reserve Bank of IndiaAct 1934

157,305.67

-

Add: Income Tax Adjustment

-

-


Closing balance

30,636,059.38

-

30,006,836.68

Total

-

31,738,365.

05

30,951,

836.68

8 Short-term borrowings


31 March, 2016

31 March,

2015

(a) Other loans and advances

Jindal Exports & Imports Pvt. Ltd.

13,554,977.00

-

Total

13,554,977.00

-

9

Other current liabilities


31 March, 2016

31 March,

2015

Other Payables

Audit Fee Payable

21,950.00

10,000.00

Salary Payable

74,428.00

25,166.00

37,

569

.52

Stipend Payable 14,677.00

-

Water & Electricity Payable

39,812.00

26,615.00

TDS Payable

253,050.00

-

-

Total

403,917.00

61,781.00

1

0

Short-term provisions


31 March, 2016 31 March, 2015

(b) Provision - Others:


(i) Provision for Gratuity

96,923.00

163,162.00

(ii) Provision for Income Tax F.y. 2014-15

135,000.00

135,000.00

(ii) Provision for Income Tax F.y. 2015-16

215,000.00

-

Total

446,923.00

298,162.00

1

2 Non-current Investments


31 March, 2016 31 March, 2015

Other investments (at cost)

Shares

Jindal Future Private Limited

6,40,526 (3,49,850 )Equity Share of Rs. 10 per share

6,415,507.00

3,507,247.00

6,415,507.00

3,507,247.00

1

2

A

Current Investments


31 March, 2016 31 March, 2015

Mutual Fund

FRANKLIN TEMPLETON MUTUAL FUND

23,972,297.11

-

HDFC MUTUAL FUND

20,000,000.00

-

(HDFC Mutual Fund are lein marked for Jindal Export and Import Pvt. Ltd.)

Total

43,972,297.11

-


1

3 Other non-current assets


31 March, 2016 31 March, 2015

Security deposit-Telephone

20,000.00

20,000.00

Security deposit-Jaipur

20,000.00

20,000.00

Total

40,000.00

40,000.00

14 Cash and cash equivalents


31 March, 2016 31 March, 2015

(a) Cash on hand

181,246.44

10,156.44

(b) Balances with banks

(i) In current accounts

142,584.03

46,544,593.81

Total

323,830.47

46,554,750.25

Notes Forming Part of the Financial Statements

for the year ended 31 March, 2016

15

Short-term loans and

advances


31 March, 2016

31 March,

2015

(a) Others

(secured, considered good)

Quantum Management Services Pvt. Ltd.

20,000,000.00

10,000,000.00

(Unsecured, considered good)

Jindal Financial & Investment

Services

122,290.00

-


Jindal Dyecheme Industries Pvt.

Ltd.

722,884.04

-

(b) TDS Receivable F.Y. 2014-15

8,333.00

8,333.00

(c) TDS Receivable F.Y. 2015-16

268,326.00

-

(d) Loans and advances to

employees

Unsecured, considered good

Shushil Kumar

104,500.00

146,500.00

S.N.Pandey

- 17,000.00

Self Assessment Tax F.y. 2014-15

126,113.00

-

(e) Advances Recoverable in cash

or in kind

3,034,250.00

Total

24,386,696.04

10,171,833.00

16 Revenue from operations


31 March, 2016

31 March,

2015

(a) Interest Income

- Interest from Quatam

1,833,326.00

83,333.00

- Consultancy income

850,000.00

-

Total

2,683,326.00

83,333.00

17 Other income


31 March, 2016

31 March,

2015

(a)Sale of products

Traded goods

Rice

-

260,876.00

(b) Other non-operating

income


Dividend Income

48,395.61

-

Profit on sale of Investment

34,853.27

-

Profit/(loss) on Exch. Trading

(35,145.00)

1,399,197.48

Total

48,103.88

1,660,073.48

18 A. Purchase of traded goods


31 March, 2016

31 March,

2015 2. 3.

Rice

255,250.00

Total

-

255,250.00

B . Changes in inventories of stock-in-trade


31 March, 2016 31 March, 2015

Securities at the end of the

year:

OBC 4,624.43

4,624.43

4,624.43

4,624.43

Securities at the beginning of

the year:

OBC

4,624.43

4,624.43

4,624.43

4,624.43

Net (increase) / decrease

-

-



1. SIGNIFICANT ACCOUNTING POLICIES

a. Basis of preparation of financial statements

The financial statements have been prepared and presented under the historical cost convention method, on the accrual basis of accounting and in accordance with the Generally Accepted Accounting Principles ("GAAP") in India, and Accounting

Standards Specified under the companies act 2013 (the „act‟), read with rule 7 of the companies (Accounts) Rules ,2014 (as amended). The accounting policies have been consistently applied by the company.

Previous year figures have been regrouped/ recast to make them comparable with figures of current year.

b. Use of estimates

The preparation of financial statements in conformity with the Indian GAAP requires management to make estimates and

assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent liabilities at the date of the

financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could

differ from these estimates. Any change in the accounting estimates is adjusted prospectively in the current and future

periods.

c. Cash Flow Statement

Cash flows are reported using the indirect method, whereby profit / (loss) before extraordinary items and tax is adjusted

for the effects of transactions of non-cash nature and any deferrals or accruals of past or future cash receipts or

payments. The cash flows from operating, investing and financing activities of the Company are segregated based on the

available information.

d. Expenditure

Expenses are recognized on accrual basis.

e. Revenue Recognition

Revenue is recognized on accrual basis

f. Investments

The carrying amount for Investment held for trade (current investments) is the lower of cost and fair value.

g. Income Tax Expense Income tax expense comprises current tax (i.e. amount of tax for the period determined in accordance with the Income-tax

law) and deferred tax charge or credit (reflecting the tax effects of timing differences between accounting income and taxable income for the period).

h. Employee Benefits:

Company has made provision for liability of future payment of gratuity as the company fulfills the criteria of its provisions. No provision has been made for leave encashment benefits, as the company does not have a policy of encasing leaves of employees.

i. Provisions, contingent liabilities and contingent assets:

A provision is recognized in respect of obligations where, based on the evidence available, their existence at the Balance Sheet date is considered probable as a result of a past event, and the Company has a present legal obligation that can be


estimated reliably, and it is probable that an outflow of economic benefits will be required to settle the obligation. Provisions are measured by best estimate of the outflow of economic benefits required to settle the obligation at the

Balance Sheet date.

24. Related Party Transactions

Related party disclosures as required under Accounting Standard (AS) – 18 “Related party Disclosures”, notified by the Government in the Companies (Accounting Standard) Rules 2006, are given in a separate annexure attached herewith:

a) Related parties Disclosures

Description of Relationship Name of Party

Key Management Personnel : Mr. Surender kumar Jindal (Director) Mr. Rachit Singhal (Managing Director)

Mrs. Shashi Garg (Director)

Mr. Sachin Kharkia (Director)

Mrs. Kiran Singhal (Independent Director)

25. The Ministry of Micro, Small and Medium Enterprises has issued an Office Memorandum dated 26 August 2008 which

recommends that the Micro and Small Enterprises should mention in their correspondence with its customers the Entrepreneurs Memorandum Number as allocated after filing of the Memorandum. Based on the confirmations received by the Company, there

are no amounts payable to micro and small enterprises as at 31 March 2016.

26. Borrowing Cost: Interest and other cost incurred by the company in connection with the borrowing of funds are recognised as an

expense in the period in which they are incurred unless activities that are necessary to prepare the qualifying assets for its

intended use are in progress.

27. Company has only one segment & hence no separate segment result has been given.

28. Previous year figures have been regrouped/recast wherever found necessary to make them comparable with those of the

current year.

29. Figures are rounded off to nearest Rupee.

For STRG & ASSOCIATES For and on behalf of Board


Firm Registration No.: 14826N

Rakesh Gupta SURENDER KUMAR JINDAL RACHIT SINGHAL Partner Director Managing Director

Membership No. :

Place : New Delhi

Date :29/08/2016

annual report-2015-2016 · disclosure requirement) regulations 2015, tel: 91 11 46201000, fax: 91...

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