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Updated:13 Dec, 2019, 15:51 PM IST

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Updated:13 Dec, 2019, 16:01 PM IST

DIRECTORS' REPORT

TO,

THE MEMBERS OF

JINDAL WORLDWIDE LTD.

Your Directors have Pleasure in presenting the Twenty Ninth Board Report of your Company together with the Audited Statement of Accounts and the Auditors' Report of your Company for the financial year ended, 31st March, 2015.

2. HIGHLIGHTS OF PERFORMANCE:

The Company's Standalone revenues from operations were Rs. 84637.03 lakhs for the year ended on 31st March, 2015 as compared to Rs. 78338.28 lakhs for the previous year.

The Company has made not profit of Rs. 2663.56 lakhs on Standalone basis for the the year under review as compared to Rs. 2505.99 lakhs for the previous year.

The Company has registered consolidated revenues from operations of Rs. 84667.01 lakhs for the year under review as compared to Rs. 78373.83 lakhs for the previous year. The Company has made a consolidated net profit after tax of Rs. 2663.15 lakhs for the year under review as compared to Rs. 2541.25 lakhs for the previous year.

3. DIVIDEND:

Your Directors recommend Dividend on Equity Shares at Rs.0.50 per share (i.e. 5%) of face value Rs. 10 per share for the financial year ended on 31st March, 2015 aggregating to Rs. 100.26 lakhs which shall be paid subject to the approval of members at the forthcoming Annual General Meeting.

4. AMOUNTS TRANSFERRED TO RESERVES:

No amount is appropriated from Profit and Loss Account and transferred to any Reserve Account.

5. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Report on Management Discussion and Analysis Report as required under Clause 49 of the Listing Agreement is included in this Report. Certain statements in the said report may be forward looking. Many factors may affect the actual results, which could be different from what the Directors envisage in terms of the future performance and outlook.

6. CORPORATE GOVERNANCE:

The Report on corporate governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report.

The requisite certificate from M/s. Mehra Anil & Associates, Chartered Accountants, confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid Clause 49, is attached to the Report on Corporate Governance.

7. MATERIAL CHANGES:

There have been no material changes and commitments affecting the financial position of the Company since the close of financial year i.e. since 31st March, 2015. Further, it is hereby confirmed that there has been no change in the nature of business of the Company.

8. EXTRACT OF ANNUAL RETURN:

The extract of Annual Return required under Section134(3)(a) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014,forms part of this report as "Annexure A".

9. CHANGE IN SHARE CAPITAL:

During the financial year 2014–15, there has been no change in share capital of the Company as compared to previous financial year.

10. DISCLOSURE REGARDING ISSUE OF EQUITY SHARES WITH DIFFERENT RIGHTS:

The Company has not issued any equity shares with differential voting rights during the Financial year and it is therefore not required to make disclosures specified in Rule 4 (4) of Companies (Share Capital and Debenture) Rules, 2014.

11. DISCLOSURE REGARDING ISSUE OF SWEAT EQUITY SHARES:

The Company has not issued any Sweat Equity Shares during the financial year and it is therefore not required to make disclosures specified in Rule 8 (13) of Companies (Share Capital and Debenture) Rules, 2014.

12. DISCLOSURE REGARDING ISSUE OF EMPLOYEE STOCK OPTION:

The Company has not issued any shares under Employee Stock Option Scheme during the financial year and it is therefore not required to make disclosures specified in Rule 12 (9) of Companies (Share Capital and Debenture) Rules, 2014.

13. MEETING OF THE BOARD:

Nine (9) Board Meetings were held during the financial year ended 31st March, 2015. The details of the Board Meetings with regard to their dates and attendance of each of the Directors thereat have been provided in the Corporate Governance Report.

14. BOARD OF DIRECTORS :

In Accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Jitendra Agrawal (DIN 00243327) Director of the Company, will retire by rotation and being eligible, offer himself for re appointment at the ensuing Annual General Meeting:

During the year under review, the Board has received the resignation from Mr. Sanjay Shah (holding DIN00239810),Mr. Himmatsingh Rathour (holding DIN02336622)and Mr. Devendra Jain(holding DIN 00170775) wef 1st day of August, 2014 and the Company has received the notice under section 160 of the Companies Act, 2013 from the members of the Company proposing the candidature for the office of an Independent Director from Mr. Ashish Shah (holding DIN 00089075), Mr. Navinchandra Ajwalia (holding DIN 00343512), Ms. Deepali Agrawal (holding DIN 06935197) who were appointed as an Additional Director of the Company by the Board of Directors on 1stDay of August, 2014 and further being designated as an Independent Director of the Company in the 28th Annual General Meeting, which was held on 16th day of September, 2014.

15. KEY MANAGERIAL PERSONNEL:

Mr. Amit Agrawal, Managing Director, Mr. Jitendra Agrawal and Mr. Rajesh Jain Whole Time Director, Ms. Yoshita Vora, Company Secretary & Compliance Officer (upto 1st August, 2014) who are already designated as Managing Director, Whole Time Director and Company Secretary of the Company were further re–designated as Key Managerial Personnel of the Company under the Companies Act, 2013 and rules made there under.

On receipt of resignation of Ms. Yoshita Vora, the Company has appointed Key Managerial Personnel Ms. Neha Soni (wef 1st August, 2014) as Company Secretary and Compliance Officer of the Company. The Company has also appointed Ms. Hirva Shah as Chief Executive Officer and Key Managerial Personnel of the Company w.e.f. 31st March, 2015.

16. INDEPENDENT DIRECTORS:

The following Independent Directors who were appointed in 28thAnnual General Meeting for a period of Five (5) years continue to be on the Board till the conclusion of 33rdAnnual General Meeting of the Company and their office will not be liable to retire by rotation.

Mr. Vikram Oza, Mr. Ashish Shah, Mr. Navinchandra Ajwalia and Ms. Deepali Agrawal Independent Directors on the Board of your Company. The Board of Directors of the Company hereby confirms that all the Independent directors duly appointed by the Company have given the declaration and they meet the criteria of independence as provided under section 149(6) of the Companies Act, 2013.

17. PERFORMANCE EVALUATION:

Pursuant to the provisions of the Companies Act, 2013, and Clause 49 of the Listing Agreement, the Board has carried out an annual performance evaluation of the Directors individually as well as evaluation of the working of the Board and of its Committees.

A structured questionnaire was prepared after taking into consideration the inputs received from the Directors, covering various aspects of the Board's functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance.

A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board, who was evaluated on parameters such as level of participation and attendance at the meetings, preparation before the meetings, contribution to strategies impacting performance of the Company, independence of judgment, etc. The Board Members expressed their satisfaction with the evaluation process.

18. AUDITORS :

(a) STATUTORY AUDITORS:

In compliance with the Companies (Audit and Auditors) Rules, 2014, M/s Mehra Anil & Associates, Chartered Accountants, Ahmedabad (FRN: 117692W), Statutory Auditor will retire at the forthcoming Annual General Meeting and are eligible for reappointed as Statutory Auditors of the Company till the conclusion of the next Annual General Meeting for the F.Y. 2015–16, as approved by the members at their 29st Annual General Meeting held on 30th September, 2015.

(b) BRANCH AUDITORS:

M/s. B. A. Bedawala & Company, Chartered Accountants, Ahmedabad (FRN: 1010640W), Branch Auditor will retire at the forthcoming Annual General Meeting and are eligible for reappointment. In accordance with the Companies Act 2013, it is proposed to re–appoint them as Branch Auditors for the financial year 2015–16 from the conclusion of this Annual General Meeting till the conclusion of the next Annual General Meeting, subject to the approval of shareholders. The Company has received a certificate from the auditors to the effect that their re–appointment if made, would be in accordance with the provisions of section 141 of the Companies Act, 2013.

(c) SECRETARIAL AUDITORS:

In terms of section 204(1) of the Companies Act, 2013 and Rule 9 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, The Board of Directors of the Company appointed Ashish C. Doshi, Practising Company Secretary, Ahmedabad (M No: 3544) to conduct Secretarial Audit for the F.Y. 2015–16.

The Secretarial Audit Report of Ashish C. Doshi, Practising Company Secretary for the financial year ended 31st March, 2015, is annexed as "Annexure B".

(d) COST AUDIT:

Pursuant to provisions of Section 148 and all other applicable provisions of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014, M/s. K V Melwani & Associates, Cost Accountants have been appointed as Cost Auditors to conduct the audit of cost records of your company for the financial year 2015–16.

(e) INTERNAL AUDITORS:

The Board of Directors has appointed M/s. Jagdish Verma & Company, Chartered Accountants, Ahmedabad (FRN: 103837W) as Internal Auditors of the Company for the F.Y. 2015–16.

As regards the comments made in the Auditors' Report, the Board is of the opinion that they are self–explanatory and does not warrant further clarification.

19. AUDIT COMMITTEE:

The Audit Committee consists of two Independent Directors with Mr. Vikram Oza as Chairman and Mr. Navinchandra Ajwalia as Member. The third member of the Committee is Mr. Amit Agrawal who is Managing Director of the Company. The Committee interalia reviews the Internal Control System and reports of Internal Auditors and compliance of various regulations. The Committee also reviews at length the Financial Statements before they are placed before the Board.

20. VIGIL MECHANISM:

Pursuant to the provisions of Section 177 (9) & (10) of the Companies Act, 2013 and the rules made there under and Listing Agreements, a Vigil Mechanism or 'Whistle Blower Policy' for directors, employees and other stakeholders to report genuine concerns has been established. The same is also uploaded on the website of the Company on the web link <http://jindaltextiles.com/pdf/> VIGIL%20MECHANISM%20POLICY.pdf.

21. INTERNAL CONTROL SYSTEMS:

The Company's Internal Control procedures which includes Internal financial controls, ensure compliance with various policies, practices and statutes in keeping with the organization's pace of growth and increasing complexity of operations. The internal auditor carries out audits throughout the year across all locations and across all functional areas and submits its reports to the Audit Committee of the Board of Directors.

22. FIXED DEPOSITS:

The Company has not accepted any deposits or renewed any deposits during the financial year and as such, no amount of principal or interest was outstanding as on March 31, 2015.

23. LISTING ON STOCK EXCHANGES:

The Equity Shares of the Company are listed on BSE Limited (BSE) with script code no. 531543 and on National Stock Exchange of India Limited (NSE) with script code JINDWORLD and also listed on Ahmedabad Stock Exchange Ltd with script code 28538. The Company confirms that the annual listing fees to BSE and NSE for the Financial Year 2015–16 have been paid.

24. REPORT ON RISK MANAGEMENT POLICY :

The Company has laid down a Risk Management Policy and identified threat of such events which if occurs will adversely affect either / or, value to shareholders, ability of company to achieve objectives, ability to implement business strategies, the manner in which the company operates. Further such Risks are categorized in to Credit Risk, Foreign Exchange Risk, Financial and Liquidity Risk, Business Operating Risk, Legal & Political Risk & Geographical and Environment Risk. After detailed exercise, the Risk Management and Risk Mitigation measures are also identified by the company and the same has been covered in the Risk Management Policy of the Company.

25. SEXUAL HARASSMENT OF WOMEN AT WORKPLACE(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has adopted an Anti harassment policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and rules made there under. During the financial year 2014–15, the company has not received any Complaints on sexual harassment and hence no complaints remain pending as of 31 March, 2015.

26. CORPORATE SOCIAL RESPONSIBILITY:

Pursuant to section 135 of the Companies Act, 2013 and rules made there under, the Company has constituted Corporate Social Responsibility Committee consisting three members viz. Dr. Yamunadutt Agrawal, Non Executive Director as a Chairman, Mr. Jitendra Agrawal, Whole Time Director as a member and Ms. Deepali Agrawal, Independent Director as a Member of the Committee. The Committee has adopted and approved the policy on Corporate Social Responsibilities in their meeting held on 13th August, 2014. The CSR policy of the Company is available on the website of the Company on the web link: <http://jindaltextiles.com/pdf/CSR%20POLICY.pdf>.

The terms of reference of the Corporate Social Responsibility, number and dates of meeting held, attendance of the Directors and remuneration paid to them are given separately in the attached Corporate Governance report.

The Company, as a responsible citizen believes in a meaningful contribution to welfare, upbringing and development of women and is mainly interested in promoting and enhancing health and sanitation matters amongst the women of all the classes for which the company is in search of long term viable projects. The company shall tie–up with such trust, hospitals, organization and NGOs that are mainly engaged in the above matters.

The Average Net Profit of the company for last 3 financial years is Rs. 21,74,05,435/–. The eligible amount of CSR expenditure (i.e 2% of the Profit) is Rs. 43,48,108/–. The Company has not spend any money for CSR as on 31st March, 2015 and The company will start spending these amount as and when the search of viable project ends. The company is also planning to spend the amount of CSR of

FY 2014–15 in the FY 2015–16 .

27. DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act, 2013 the Board of Directors of the Company confirms that–

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

(b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

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

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

(e) That proper internal financial controls were in place and that the financial controls were adequate and were operating effectively.

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

28. CONSERVATION OF ENERGY, TECHNOLOGY, ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgo as required under Section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014, is annexed herewith as "Annexure–

29. INFORMATION ABOUT SUBSIDIARY, JOINT VENTURES OR ASSOCIATE COMPANIES:

As required under Rule 8(1) of the Companies (Accounts) Rules, 2014, the Board's Report has been prepared on standalone financial statements and a report on performance and financial position of each of the subsidiaries and associates included in the consolidated financial statements is included in the financial statements in Form AOC – 1.

In accordance with third proviso of Section 136(1) of the Companies Act, 2013, the Annual Report of the Company, containing therein its standalone and the consolidated financial statements has been placed on the website of the Company, www.jindaltextiles.com Further, as per fourth proviso of the said section, audited annual accounts of each of the subsidiary companies have also been placed on the website of the Company, www.jindaltextiles.com Shareholders interested in obtaining a copy of the audited annual accounts of the subsidiary companies may write to the Company Secretary at the Company's registered office.

30. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT UNDER SECTION 186:

Details of Loans granted, Guarantees given and Investments made during the year under review, covered under the provisions of Section 186 of the Companies Act, 2013 are disclosed in the Notes to Financial Statements.

31. NOMINATION & REMUNERATION COMMITTEE AND POLICY THEREON:

The Nomination and Remuneration Committee have been reconstituted and the terms of references of the policy of the Company are prepared in accordance with the provisions of Section 178 of the Companies Act, 2013 and Clause 49 (IV) of the Listing Agreements. The details of the Committee and content of the Policy are provided in the Corporate Governance Report.

32. CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SUB–SECTION (1) OF SECTION 188:

All transactions with related parties were in the ordinary course of business and at arm's length. The company has not entered into any transaction of a material nature with any of the related parties which are in conflict with the interest of the company. The details of related party transactions are disclosed in Note No. 27.2 (11) attached to and forming part of the accounts.

There are no material related party transactions which are not in ordinary course of business or which are not on arm's length basis and hence there is no information to be provided as required under Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014.

The Policy on materiality of related party transaction and dealing with related party transactions as approved by the Board may be accessed on the Company's website at the link: <http://jindaltextiles.com/pdf/RELATED%20PARTY%20TRANSACTION%20POLICY.pdf>.

33. AWARDS AND RECOGNITIONS:

The Company has received an Award of "Gujarat Export Award 2012" from Gujarat Government for the overall performance of the company for the year 2012–2013 and its contribution to the state economy in the year under review.

34. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS:

During the year under review, no significant and material orders were passed by the regulators or courts or tribunals impacting the going concern status and company's operations.

35. PARTICULARS OF EMPLOYEES:

Disclosures pertaining to remuneration and other details as required under 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 annexed herewith as "Annexure–D".

The statement containing particulars of employees as required under Section 197 of the Companies Act, 2013 read with rule 5(2) and 5 (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, will be provided upon request. In terms of Section 136 of the Companies Act, 2013, the Report and Accounts are being sent to the Members and others entitled thereto, excluding the information on employees' particulars which is available for inspection by the members at the Registered Office of the Company during business hours on working days of the Company. If any member is interested in obtaining a copy thereof, such Member may write to the Company Secretary in this regard.

36. Acknowledgement:

Your Directors place on record their appreciation for assistance and co–operation received from various financial institutions, banks, shareholders, Government authorities, Customers, Vendors and Shareholders of the Company. The management would also like to express great appreciation for the commitment and contribution of the Executives, staff and workers of the Company for their committed services and other Business Associates for their continued co–operation and patronage.

For and on behalf of the Board of Directors

Sd/– Dr. Yamunadutt Agrawal

DIN: 00243192

Chairman

Place : Ahmedabad

Date : 14.08.2015

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