The Directors present this 51st Annual Report of Jindal Poly Films Limited ("the Company") on the business andoperations of the Company together with Audited Financial Statements for the financial year ended 31st March 2025.
The Standalone and Consolidated Financial Results for the financial year under review are given below:
(Rs. in Lakh, except EPS)
Standalone
Consolidated
Particulars
Year Ended
31st March 2025
31st March 2024
Total Income from Operations
67,122
54,317
5,33,494
3,92,557
Other income
46,016
49,642
40,743
47,793
Profit before finance cost, depreciation and tax
45,457
52,402
67,573
47,610
Finance Cost
4,462
5,007
36,049
17,100
Depreciation
5,239
6,000
22,278
21,416
Net Profit for the period
(before Tax, Exceptional and Extraordinary Items)
35,756
41395
9,246
9,094
Exceptional Items gain / (loss)
11,046
-
5 ,474
Net Profit for the period before Tax
46,803
41,395
14,720
Total Tax (including Current Tax,current tax adjustment and Deferred Tax)
8,478
10,195
3,219
1,945
38,324
31,200
10,979
7,150
Total Comprehensive Income for the period(Comprising Profit for the period (after Tax) andOther Comprehensive Income (after Tax)attributableto Equity Holders of the parent
38,347
31,216
12,308
6,737
Paid up Equity Share Capital (Face Value ofRs.10/- each)
4,379
Earnings Per Share (EPS) (of INR. 10/- each)on Net Profit (Not annualised)- Basic and Diluted
87.53
71.25
25.08
16.33
The Audited Consolidated Financial Statements in addition to the Audited Standalone Financial Statementspursuant to Section 129(3) of the Companies Act, 2013 (Act) read with the SEBI (Listing Obligations and DisclosureRequirements) Regulations, 2015 ('SEBI Listing Regulations') has prepared in accordance with the IndianAccounting Standards prescribed by the Institute of Chartered Accountants of India is part of this Annual Report.
The Consolidated Profit and Loss Account for the period ended 31st March 2025, includes the Profit and Loss Accountfor the Subsidiaries/ Associates for the Financial Year ended 31st March 2025. (Refer Form AOC - 1 attached asAnnexure- I to Board report).
In accordance with the third prov'so of Section 136(1) of the Companies Act, 2013, the Annual Report of theCompany, containing therein its standalone and the Consolidated Financial Statements have been placed on thewebsite of the Company in the Annual report section at https://www.jindalpoly.com/download-reports.
Performance of the Company is given in Summary of Financial Results which are self-explanatory.
Our manufacturing units are certified to the following standards:
ISO 9001: 2015 - QMS, ISO 14001:2015 - EMS, ISO 45001:2018 - HEALTH & SAFETY, ISO 13485:2016- QMS FOR MEDICAL DEVICE, OEKO-TEX, EDANA -QAP, SEDEX, ECOVADIS, CYBERVADIS
As on 31st March 2025, the Company has Nine (9) Subsidiaries and Two (2) Associate Companies. Companies whichhave become or ceased to be Company's Subsidiaries, Joint Venture or Associate Companies, specifics of which canbe found in the AOC-1 report, attached as Annexure I to this Report.
Pursuant to Section 129(3) of the Companies Act, 2013 and Accounting Standards issued by the Institute ofChartered Accountants of India, Consolidated Financial Statements presented by the Company include theFinancial Statements of its Subsidiaries, a complete set of same, along with subsidiary-specific audited accountsand pertinent documentation, is accessible on the Company's website https://www.jindalpoly.com/download-reports.
JPFL Films Private Limited, subsidiary continue to be a material subsidiary within our corporate structure based onaudited financial statements as on 31st March, 2025. The Company was incorporated on 24th October, 2018 with thename of J & D Specialty Films Pvt. Ltd. at New Delhi and subsequently name of the Company was changed to JPFLFilms Private Limited. M/s Singhi & Co. Chartered Accountants is Statutory Auditors of the above said Companyand was appointed on 29th September, 2022. In order to provide clear parameters for such categorization, theCompany has devised and implemented a rigorous policy to ascertain what constitutes 'material' subsidiaries. Thispolicy is publicly available and can be reviewed on our Company website at https://www.jindalpoly.com/Uploads/image/112imguf_MaterialSubsidiary-Policy.pdf.
On May 21, 2025, in abovesaid Company, a fire occurred at the Company's plant located in Nashik, Maharashtra,resulting in damage to substantial property, plant and equipment, as well as inventories etc. Due to this, Plantoperation was suspended for a short period. Consequent to the fire, there has been limited access to the damagedbuildings and equipments and hence the assessment of actual damage/ loss could not be completed. However,the Company is taking necessary steps to assess the potential loss and accordingly, necessary adjustments of losswill be recognized in the books of accounts in the subsequent periods after the completion of assessment.
The Company is holding 33.05% of paid-up equity share capital of Enerlite Solar Films India Private Limited(hereinafter referred as Enerlite) associate of the Company as on 31st March, 2025. The Board of your Companyat its meeting held on 30th April, 2025 has approved to make further investment in Enerlite to acquire sharesfrom the ex'sting shareholders. After acquisition of shares, the Enerlite has become subsidiary of the Company.Transactions has been done on arm length basis. Enerlite manufactures high-quality solar encapsulation film inIndia having manufacturing facilities at Nasik, Maharashtra.
During the year under review, the Company's issued, subscribed and paid-up equity share capital stood atINR 43,78,64,130 divided into 43,786,413 equity shares of INR 10/- each. There was no public issue, rights issue,bonus issue or preferential issue etc. during the year. The Company has not issued any shares with differentialvoting rights or sweat equity shares.
The equity shares of the Company are listed with BSE Limited and National Stock Exchange of India Limited. Thereare no arrears on account of payment of listing fees to the said Stock Exchanges. The Promoters and Persons actingin concert w'th them holds 74.55% of Total Equity Share Capital of the Company as on 31st March 2025.
The Company has not transferred any funds to General Reserves out of the amount available for appropriation.
The Board of Directors has recommended a dividend of INR 5.90 per equity share of INR 10 (Rupees Ten each) (59%)for the financial year ended 31st March 2025. Dividend is subject to approval by shareholder at the ensuing AnnualGeneral Meeting. As per the prevailing provisions of the Income Tax Act, 1961, the dividend, if declared, w'll betaxable in the hands of the Shareholder at the applicable rates. The Company shall, accordingly, make the paymentof Final Dividend after deduction of Tax at Source. Regarding the details of procedure for declaration & payment ofdividend, shareholders are requested to refer to the Notice of the Annual General Meeting.
As on 31st March 2025, the Gross Fixed Assets including intangible assets stood at INR 1,53,627.18 Lakhs and NetFixed Assets stood at INR 93,204.91 Lakhs. Additions during the year amounted to INR 708.58 Lakhs.
Your Company is deeply committed to upholding the highest standards of Corporate Governance and continuallystrives to foster strong trust and relationships w'th its shareholders, employees, customers, suppliers, and otherstakeholders. Our dedication to transparency and accountability is reflected in the comprehensive CorporateGovernance section included in the Directors' Report of our Annual Report. This section encompasses theadherence to Corporate Governance norms as prescribed in the Listing Regulations 2015, which is further certifiedby a Practicing Company Secretary.
Furthermore, the Whole-Time Director provides a declaration affirming compliance with the Company's 'Code ofConduct,' emphasizing our unwavering commitment to ethical practices.
By adhering to these robust measures, your Company ensures the promotion of effective Corporate Governancepractices, fostering a culture of integrity and responsible decision-making throughout the organization.
Pursuant to Section 134(3)(n) of the Act and Regulation 21 of Listing Regulations, the Company has constituted aRisk Management Committee which has been entrusted w'th the responsibility to assist the Board in (a) approvingthe Company's Risk Management Framework and (b) Overseeing all the risks that the organization faces such asstrategic, financial, liquidity, security, regulatory, legal, reputational and other risks that have been identified andassessed to ensure that there is a sound Risk Management Policy in place to address such concerns / risks.
The Company has laid down procedures to inform Board members about the risk assessment and minimizationprocedures. These procedures are periodically reviewed to ensure that executive management controls riskthrough means of a properly defined framework. The Company has developed a Risk Management Policy for thepurpose of identification and monitoring of such risk, that can be accessed on the Company's website at https://www.jindalpolv.com/Uploads/image/437imguf JindalPolvUpdatedRMCPolicv.pdf.
The Company has a Whistle Blower Policy and has established the necessary vigil mechanism for Directors andemployees in conformation w'th Section 177(9) & (10) of the Act and Regulation 22 of SEBI Listing Regulations2015, to report concerns about unethical behaviour. This policy is available on the Company's website at https://www.jindalpoly.com/Uploads/image/125imguf_WHISTLEBLOWERPOLICY.pdf. During the year under review, therewas no complaint received under this mechanism.
The Company's Board consists of a skilled team, comprising both executive and non-executive directors. They bringa diverse range of knowledge and expertise to guide the Company's strategic decisions and achieve its businessobjectives while looking out for the interests of stakeholders.
During the year under review, the non-executive directors had no financial relationships with the Company,except for receiving sitting fees, possible advisory fees, and reimbursement for meeting-related expenses. TheComposition of Board is in conformity with the applicable provisions of Act and Listing Regulations.
a) Chairman
• Mr. Sanjeev Aggarwal (DIN: 00006552), the Independent Director of the Company, is the regularChairman of the Board.
b) Changes to the Board during the year and KMPs Positions:
• Mr. Devinder Kumar Rithaliya (DIN: 01417408) stepped down as Director of the Company, due to thereason that he is moving in some other role within the B.C. Jindal Group in other Companies, hencetendered his resignation from office of Director and ceased to be director w.e.f 14th August 2024. Apartfrom above there is no other material reason for his resignation.
• Mr. Prakash Matai (DIN 07906108) appointed by the Board of Directors as an Additional Director of theCompany in the category of Non-executive Director on 14th August, 2024 and who holds office up tothe date of the forthcoming Annual General Meeting of the Company. The Members of the Companyconfirmed appointment of Mr. Prakash Matai in their Annual General Meeting held on 30.09.2024.
• The Act mandates that at least two-third of the total number of directors (excluding independentdirectors) shall be liable to retire by rotation. Accordingly, Mr. Sanjeev Saxena, Director (DIN: 07899506),Non-Executive Director being the longest in the office among the directors liable to retire by rotation,retire from the
Board this year and being eligible, has offered himself for re-appointment in the Annual General Meeting of
the Company.
c) Status of Other Directors
• Ms. Sonal Agarwal (DIN: 08212478) has been duly re-appointed for her second term as an IndependentDirector of the Company, in accordance with the resolution passed through the Postal Ballot dated 20thJuly 2023. Her second term commenced on 28th August 2023 and will conclude on 27th August 2028.
• Mr. Sanjeev Aggarwal (DIN: 00006552) holds the position of Independent Director of the Company.He was appointed at the Annual General Meeting held on 30th September, 2021 for his first term ofIndependent Director commenced on 1st October, 2021 to 30th September 2026.
d) Independent Director's Declaration
All Independent Directors have submitted declarations affirming their independence. They have confirmed
their compliance with the requisite criteria as laid out in the Companies Act and SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015.
Throughout the year 09 Board meetings were conducted in respect of which proper notices agenda and relevantannexures were given and the proceedings were properly recorded. Insights of these Board meetings, along withthe Directors' attendance records, can be found in the accompanying Corporate Governance Report within thisAnnual Report.
The Audit Committee's composition meets with requirements of Section 177 of the Companies Act, 2013and Regulation 18 of the Listing Regulations, 2015. For details of the meetings of the Audit Committee andattendance of the Members, please refer to Corporate Governance Report attached to this Annual Report.
The Nomination & Remuneration Committee's (NRC) composition meets with requirements of Section 178 ofthe Companies Act, 2013 and Regulation 19 of the Listing Regulations, 2015. For details of the meetings ofthe NRC Committee and attendance of the Members, please refer to Corporate Governance Report attached tothis Annual Report.
The Stakeholders' Relationship Committee's (SRC) composition meets with requirements of Section 178(5) ofthe Companies Act, 2013 and Regulation 20 of the Listing Regulations, 2015. For details of the meetings ofthe SRC Committee and attendance of the Members, please refer to Corporate Governance Report attached tothis Annual Report.
The Risk Management Committee's (RMC) composition meets with requirements of Regulation 21 of the ListingRegulations, 2015. For details of the meetings of the RMC Committee and attendance of the Members, pleaserefer to Corporate Governance Report attached to this Annual Report.
Finance Committee has been constituted by the Board of Directors to deal with matters as specified by theBoard from time to time.
Recognizing the vital role of Board diversity in its success, your Company actively seeks a broad array of expertiseencompassing financial acumen, global business understanding, leadership, technological insight, mergers& acquisitions knowledge, strategic planning, sales, marketing, and ESG norms. The Board's diversity policyencapsulates this approach.
The Nomination and Remuneration Committee, tasked with reviewing Board composition, recommends newdirector appointments and oversees annual reviews of Board effectiveness. The Committee has formalized a policypromoting Board diversity, fostering a rich and varied array of directorial insights.
The Board of Directors of the Company are of the opinion that the Directors of the Company appointed/re-appointedduring the year possesses integrity, relevant expertise and experience (including the proficiency) required to bestserve the interest of the Company. The Directors have confirmed compliance of relevant provisions of Rule 6 of theCompanies (Appointments and Qualifications of Directors) Rules, 2014.
The Company follows a well-structured induction programme for orientation and training of Directors at thetime of their joining so as to provide them with an opportunity to familiarise themselves with the Company, itsmanagement, its operations and the industry in which the Company operates.
At the time of appointing a Director, a formal letter of appointment is given to him/her, which inter alia explains therole, functions, duties and responsibilities expected of him/her as a Director of the Company. The Director is also
explained in detail the Compliance required from him/ her under the Companies Act, 2013, the Listing Regulationsand other relevant regulations and affirmation taken w'th respect to the same. The induction programme includes:
1) For each Director, a one-to-one discussion with the Chairman and Managing Director to familiarise the formerwith the Company's operations.
2) An opportunity to interact w'th the CFO & Company Secretary and others, who also make presentations to theBoard members on a periodical basis, briefing them on the operations of the Company, strategy, risks, newinitiatives, etc.
The details of the familiarization programme may be accessed on the Company's corporate website at https://www.jindalpoly.com/download-reports.
In terms of provisions of Companies Act, 2013 read with the Rules issued thereunder and Listing Regulations, theBoard has adopted a formal mechanism for evaluating the performance of its Board, Committees and individualDirectors, including the Chairman of the Board. Further, a structured performance evaluation exercise was carriedout based on criteria such as:
• Board/Committees composition.
• Structure and responsibilities thereof.
• Ethics and Compliance.
• Effectiveness of Board processes.
• Participation and contribution by members.
• Information and functioning.
• Specific Competency and Professional Experience /Expertise.
• Business Commitment & Organizational Leadership.
• Board/Committee culture and dynamics; and
• Degree of fulfilment of key responsibilities, etc.
The performance of Board, Committees thereof, Chairman, Executive and Non-Executive Directors and individualDirectors is evaluated by the Board. The Independent Directors of the Company have also convened a separatemeeting for this purpose. The results of such evaluation are presented to the Board of Directors. Performanceevaluation of independent directors was done by the entire board, excluding the independent director beingevaluated.
Pursuant to Section 134(5) of the Act, the Board of Directors, based on the assurance given of the businessoperations, to the best of their knowledge and ability, confirm that:
i. in the preparation of the annual accounts, the applicable accounting standards have been followed and thatthere are no material departures.
ii. they have, in the selection of the accounting policies, consulted the Statutory Auditors and have applied theirrecommendations consistently and made judgements and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of financial year and of the profit ofthe Company for that period.
iii. they have taken proper and sufficient care to the best of their knowledge and ability, for the maintenance ofadequate accounting records in accordance w'th the provisions of the Act, for safeguarding the assets of theCompany and for preventing and detecting fraud and other irregularities.
iv. they have prepared the annual accounts on a going concern basis.
v. they have laid down internal financial controls to be followed by the Company and that such internal financialcontrols were adequate and operating effectively; and
vi they have devised proper system to ensure compliance with the provisions of all applicable laws and that suchsystems were adequate and operating effectively.
The Remuneration Policy, inter-alia, includes remuneration structure & components, etc. of the Directors, KMPsand other senior management personnel of the Company. The Remuneration Policy contains provisions aboutthe payment of fixed & variable components of remuneration to the Whole-Time Director and payment of sittingfee & commission to the non- executive Directors and describes fundamental principles for determination ofremuneration of senior management personnel and other employees.
In pursuance of the provisions of Section 178 of the Companies Act, 2013 and SEBI Listing Regulations 2015, theCompany has formulated a Remuneration Policy which is available at Company's website https://www.jindalpoly.com/download-reports.
Under the regulation 43A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, asamended, the Company has formulated a dividend distribution policy which aims to maintain a balance betweenprofit retention and a fair, sustainable and consistent distribution of profits among its members. The policy setsout the parameters and circumstances that will be taken into account by the Board in determining the distributionof dividend to its shareholders. The policy is available on the website of the Company under 'Investor Relations'section at https://www.jindalpoly.com/download-reports.
As a constituent of B.C. Jindal Group, your Company's commitment to Corporate Social Responsibility (CSR) andsocietal sustainable development is unwavering. A specialized CSR Committee ensures every Board decisionconsiders its social and environmental implications. Our adherence to Section 135 of the Companies Act, 2013,and the CSR Policy Rules, 2014, is demonstrated through the implementation of a comprehensive CSR policy. Thispolicy, accessible on our website at the https://www.jindalpolv.com/download-reports.
The CSR section of this Annual Report meticulously documents our year's initiatives. Compliance with the CSR PolicyRules, 2014 is outlined in a detailed report in Annexure - II. For additional CSR Committee details, please refer tothe enclosed Corporate Governance Report.
a) Statutory Auditors
At the 48th Annual General Meeting (AGM), the Members of the Company approved the reappointment ofSinghi & Co. Chartered Accountants, as Statutory Auditors of the Company for a second term of five years fromthe conclusion of 48th AGM till the conclusion of 53rd AGM of the Company to be held in the year 2027, toexamine and audit the accounts of the Company.
The Auditors' Report and Notes on Accounts for the financial year 2024-25 are self-explanatory and thereforedo not call for any further comments. There are no observations (including any qualification, reservation,adverse remark or disclaimer) of the Auditors in their Audit Report that may call for any explanation from theDirectors. Further, the notes to accounts referred to in the Auditor's Report are self-explanatory.
During the year, the Auditor had not reported any matter under Section 143 (12) of the Companies Act, 2013,therefore no detail is required to be disclosed under Section 134(3) of the Companies Act, 2013.
b) Secretarial Auditors
In pursuance of the provisions of Section 204 of the Companies Act, 2013 and Regulation 24A of SEBI (LODR)
Regulations 2015, the Board of Directors of the Company had appointed M/s DMK Associates, PracticingCompany Secretaries for conducting secretarial audit of the Company for the financial year 2024-25. Furtherpursuant to Regulation 24A of SEBI (LODR) Regulations 2015, Secretarial Audit for the financial year 2024-25in respect of the Company and JPFL Films Private Limited, unlisted material subsidiary of the Company hasalso been done by M/s DMK Associates, Practicing Company Secretaries.
There are no observations (including any qualification, reservation, adverse remark or disclaimer) of theSecretarial Auditor in Secretarial Audit Reports that may call for any explanation from the Directors. The saidSecretarial Audit Reports are annexed as Annexure - III to this Report. During the year, the Auditor had notreported any matter under Section 143 (12) of the Companies Act, 2013, therefore no detail is required to bedisclosed under Section 134(3) of the Companies Act, 2013.
Pursuant to the requirements under Section 204 of the Companies Act, 2013 and amendments made inRegulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, it is proposedto appoint M/s. DMK Associates, Practicing Company Secretaries as Secretarial Auditor of the Company toconduct secretarial audit for one term of 5 (five) consecutive years from financial year 2025-26 to financialyear 2029-30 and also to undertake other permissible services, subject to approval of the Shareholders at theensuing Annual General Meeting, at remuneration of Rs. 2 lacs per annum excluding out-of-pocket expensesand applicable taxes or such other amount as may be mutually agreed with the Secretarial Auditors from timeto time. A consent letter along with peer review certificate bearing number 6896/2025 has been received fromM/s. DMK Associates, Practicing Company Secretaries, for their appointment as Secretarial Auditors of theCompany.
c) Cost Audit
The Company had transferred its Packaging Films Business through Business Transfer Agreement to JPFLFilms Private Limited, a subsidiary of the Company on 02nd August 2022. Subsequent to this transition, theHarmonized System Nomenclature (HSN) code associated with our remaining manufacturing operations,specifically pertaining to non-woven fabrics, is not enumerated within the ambit of 'specified goods' asspecified by the Central Government. Consequently, the Company now stands exempt from the mandates ofcost audit as prescribed under Section 148 of the Companies Act 2013.
d) Internal Auditors
During the year under review, Mr. Gaurav Jain, Chartered Accountants, conducted internal audit of the Company.Pursuant to the provisions of Section 138 of the Companies Act, 2013 read with Companies (Accounts) Rules2014, the Board had re-appointed Mr. Gaurav Jain, Chartered Accountant, as Internal Auditor for conductingthe Internal Audit of the Company for the financial year 2025-26.
During the year, the Company has complied with applicable Secretarial Standards issued by the Institute of theCompany Secretaries of India.
With reference to Section 134(3)(h) of the Companies Act, 2013, all contracts and arrangements with relatedparties under Section 188(1) of the Act, entered into by the Company during the Financial Year, were in the ordinarycourse of business and on an arm's length basis. The details of the Related party transactions (RPTs) as requiredunder Accounting Standard are set out in Note 44 to the Standalone Financial Statements forming part of thisAnnual Report. No Material Related Party Transactions, i.e., Transactions amounting to ten percent or more of theannual consolidated turnover as per the last Audited Financial Statements, were entered during the year by yourCompany. Accordingly, the disclosure of Related Party Transactions to be provided under section 134(3)(h)of the Companies Act, 2013, in Form AOC - 2 is not applicable.
During the year under review, pursuant to section 177 of the Act and regulation 23 of Listing Regulations, 2015,all RPTs were placed before the audit committee for its approval. All RPTs during the year were conducted at arms'length and were in the ordinary course of business. Prior omnibus approval of the Audit Committee has beenobtained for the transactions which are of foreseen and repetitive nature. The transactions entered into pursuantto the omnibus approval are presented to the Audit Committee by way of a statement giving details of all relatedparty transactions. The Company has developed a Related Party Transactions Policy for the purpose of identificationand monitoring of such transactions and can be accessed on the Company's website at https://www.jindalpoly.com/download-reports.
The Company has policies and procedures in place for ensuring orderly and efficient conduct of its businessincluding adherence to the Company's policies, the safeguarding of its assets, the prevention and detection offrauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliablefinancial information.
The internal financial control is designed to ensure that the financial and other records are reliable for preparingFinancial Statements and other data, and for maintaining accountability of persons. The audit observations andcorrective action, if any, taken thereon are periodically reviewed by the Audit committee to ensure effectiveness ofthe Internal Financial Control System.
The Company has not accepted deposit from the public within the ambit of Section 73 of the Companies Act, 2013and The Companies (Acceptance of Deposits) Rules, 2014.
Pursuant to regulations 34 of the Listing Regulations, Management's Discussion and Analysis Report for the year ispresented in a separate section forming part of the Annual Report.
In today's world, enterprises are recognized as pivotal elements of our social system. They hold a responsibility notonly to their shareholders in terms of revenue and profitability, but also to the wider society which equally standsas a stakeholder.
The Business Responsibility and Sustainability Report (BRSR) serves to disclose the Company's performancein alignment with the nine principles of the "National Guidelines on Responsible Business Conduct" (NGRBCs).According to SEBI Circulars, the compilation and submission of the BRSR is compulsory for the top one thousandlisted companies based on market capitalization, a criterion your Company comfortably meets. The BRSR detailingthe Company's initiatives from an environmental, social, and governance standpoint, formatted as mandated bySEBI, is annexed to this Report.
The annexed Financial Statements comply in all material aspects with Indian Accounting Standards (Ind AS)notified under section 133 of the Act, Companies (Indian Accounting Standards) Rules, 2015 and other relevantprovisions of the Act.
There is no change in nature of Business of the Company during the period 2024-25.
In accordance with Section 125 of the Companies Act, 2013, the Company has been transferring relevant amountof unpaid or unclaimed amounts and shares that have exceeded a seven-year period, to the Investor Education andProtection Fund (IEPF) on their respective due dates.
As stipulated by the Investor Education and Protection Fund (Accounting, Audit, Transfer & Refund) Rules, 2016,the Company has made the details of the unclaimed and unpaid amounts currently held by the Company availableon the Ministry of Corporate Affairs' website. Shareholders are encouraged to review the Notice of the Annual
General Meeting for details on the amounts and respective shares projected to be transferred to the IEPF in theforthcoming year.
Pursuant to the provisions of section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Managementand Administration) Rules, 2014, the draft Annual Return of the Company in the prescribed form as on 31st March2025 is available on the website of the Company at https://www.jindalpoly.com/download-reports .
The Company have duly complied with the provision of Section 186 of the Companies Act, 2013 during the yearunder review. The details of loans, guarantees and investments given are covered in the notes to the FinancialStatements.
Information pursuant to the provisions of Section 134(3) (m) of the Companies Act, 2013 read with Rule 8(3) of theCompanies (Accounts) Rules, 2014 relating to conservation of energy, technology absorption & foreign exchangeearnings and outgo is given by way of Annexure- V to this Report.
The Company did not issue any Employee Stock Options, Sweat Equity Shares and Equity Shares with differentialvoting rights during the year 2024-25.
In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with rules 5(2) and 5(3) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing thenames and other particulars of the employees drawing remuneration in excess of the limits set out in the said Rulesare provided as Annexure IV. Disclosures pertaining to remuneration and other details as required under Section197(12) of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel Rules, 2014).
Having regard to the provisions of the first proviso to Section 136(1) of The Companies Act, 2013 and as advised,the Annual Report excluding the aforesaid information is being sent to the members of the Company. The saidinformation is available for inspection on all working days, during business hours, at the Registered Office of theCompany. Any member interested in obtaining a copy of the same may write to the Company Secretary at cs_'poly@Jindalgroup.com.
The Company has in place a policy on prevention of Sexual Harassment at workplace. This policy is in line with therequirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013and the Rules thereunder for prevention and redressal of complaints of sexual harassment at workplace. As perthe said Policy, an Internal Complaints Committee is also in place to redress complaints received regarding sexualharassment. There was no complaint received from any employee during the financial year 2024-25.
The Company is in compliance with the provisions of the Maternity Benefit Act, 1961. All eligible female employeesare granted maternity benefits in accordance with the provisions of the Act, including paid maternity leave, nursingbreaks and protection from dismissal during maternity leave. No instances of non-compliances were observedduring the review period.
In compliance with the prov'sions of Regulation 34 of the Listing Regulations, 2015, the Cash Flow Statement forthe year ended 31st March 2025 forms part of this Annual Report.
During the year under review, harmonious industrial relations were maintained in your Company.
Protection of the envronment is the prime concern of your Company. Your Company complies with the relevantlaws and regulations as well as takes additional measures considered if necessary, to prevent pollution, max'mizerecycle, reduce waste, discharges and emissions.
During the year under rev'ew, no significant / material orders were passed by the regulators or the Courts or theTribunals impacting the going concern status and the Company's operations in future.
There were no other material changes / commitments affecting the financial position of the Company or that mayrequire disclosure, between 31st March 2025, and the date of Board's Report.
There is no case pending against the Company pursuant to the prov'sions of the Insolvency and Bankruptcy Code,2016.
No such event has occurred during the year under rev'ew.
The Board of Directors of the Company in their meeting held on 14th August, 2025 has considered and approved aScheme of Arrangement between Jindal Poly Films Limited (Demerged Company) and Global Nonwovens Limited(Resulting Company) and their respective shareholders and creditors, in terms of the prov'sions of sections 230to 232 read with section 66 and other applicable prov'sions, if any, of the Companies Act, 2013. The Scheme ofArrangement proposes to demerge Nonwoven Fabrics Business division of Jindal Poly Films Limited with and intoGlobal Nonwovens Limited on a going concern basis. The requisite information's are also available on the websiteof the Company, i.e., https://www.jindalpoly.com and at the websites of Stock Exchanges at www.bseindia.comand www.nseindia.com.
Your directors would like to sincerely express their gratitude to the financial institutions, banks, and various stateand central government authorities for their invaluable cooperation extended to the Company. They also wishto extend their heartfelt thanks to our shareholders, customers, suppliers, and distributors for the unwaveringconfidence they have placed in the Company. The dedication and contributions of our employees have beeninstrumental in achievng our remarkable results. Our directors take this opportunity to express their deepappreciation to them and encourage them to uphold their commitment to excellence in the years ahead.
Date: 5th September, 2025
Place: Gurugram Sd/- Sd/-
Vijender Kumar Singhal Rathi Binod Pal
Whole-Time Director & CFO Director
DIN:09763670 DIN: 00092049