The Members of
JINDAL WORLDWIDE LIMITED
Your Directors have immense pleasure in presenting the 30th Annual Report onthe business and operations of your Company together with the Company's Audited FinancialStatement for the Financial Year ended 31st March 2016.
1. FINANCIAL SUMMARY:
The performance of your Company for the Financial Year ended 31st March2016 is summarized below:
| || |
(Rs. in Lakhs)
| || |
Financial Year ended
|Particulars || |
| ||31st March 2016 ||31st March 2015 ||31st March 2016 ||31st March 2015 |
|Total Revenue ||101336.45 ||84409.54 ||101337.54 ||84439.52 |
|Less: Operating and Administrative Expenses ||86888.86 ||75212.23 ||86889.85 ||75212.90 |
|Profit before Interest Depreciation & tax ||14447.58 ||9196.91 ||14447.69 ||9226.62 |
|Less: Finance Cost ||4279.09 ||2442.77 ||4279.09 ||2471.28 |
|Less: Depreciation & Amortization Expenses ||4729.88 ||3235.02 ||4729.88 ||3235.02 |
|Less: Provision Of Income Tax (including deferred tax) ||1045.16 ||855.96 ||1045.23 ||857.17 |
|Less: Extraordinary items ||366.19 ||- ||366.19 ||- |
|Net Profit/ (Loss) After Tax ||4027.27 ||2663.16 ||4027.31 ||2663.15 |
|Profit/ (Loss) brought forward from Previous Year ||- ||- ||- ||- |
|Add: Profit from Associates ||- ||- ||1.36 ||2.9 |
|Profit/(Loss) Carried to Balance Sheet ||4027.27 ||2663.56 ||4028.66 ||2666.05 |
2. OVERVIEW OF COMPANY'S FINANCIAL PERFOMANCE:
During the year under review there has been significant improvement in the performanceof the Company as compared with the previous year. Our standalone and consolidated revenuefrom operations has increased from Rs. 84008.52 Lakhs to Rs.100905.59 Lakhs at atremendous growth as compared to previous year.
Consequent to this the net profit after tax during the year under review has increasedfrom '2663.56 Lakhs to Rs.4027.27 Lakhs on Standalone basis and Rs.2666.05Lakhs to Rs.4028.66 Lakhs on Consolidated basis as compared to previous year.
Your Directors have recommended a final dividend of 5% on its paid-up equity sharecapital i.e. Rs.0.50 per equity share for the Financial Year ended 31stMarch 2016 amounting to Rs.100.26 Lakhs which shall be paid subject to approval ofmembers at the ensuing 30th Annual General Meeting.
The dividend will be paid to members whose names appear in the Register of Members ofthe Company as on 23rd September 2016 and in respect of shares held indematerialized form it will be paid to members whose names are furnished by NationalSecurities Depository Limited and Central Depository Services (India) Limited as thebeneficial owners as on that date.
4. AMOUNTS TRANSFERRED TO RESERVES:
During the year under review no amount from profit was transferred to General ReserveAccount.
5. EXTRACT OF ANNUAL RETURN "
In accordance with Section 134(3) (a) of the Companies Act 2013 an extract of AnnualReturn in Form MGT-9 containing details as on the Financial Year ended 31stMarch 2016 as required under Section 92 (3) of the Companies Act 2013 read with TheCompanies (Management and Administration) Rules 2014 in the prescribed format is appendedas "Annexure- A" to the Board's Report and forms an integral part of thisReport.
6. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
The Management Discussion and Analysis Report as required under Regulation 34(2)(e) andSchedule V of SEBI (LODR) Regulation 2015 forms an integral part of this report and givesdetails of the overall industry structure economic developments performance and state ofaffairs of your Company's various businesses viz. the decorative business internationaloperations industrial and home improvement business internal controls and theiradequacy risk management systems and other material developments during the FinancialYear 2015-16.
7. CORPORATE GOVERNANCE:
The Company is committed to maintain the highest standards of corporate governance andadhere to the corporate governance requirements set out by the Securities and ExchangeBoard of India (SEBI). The report on Corporate Governance as stipulated under Chapter IVread with Schedule V of SEBI (LODR) Regulation 2015 forms an integral part of the AnnualReport together with a certificate from the Company's Secretarial Auditors confirmingcompliance of same.
8. MATERIAL CHANGES:
There are no material changes or commitments affecting the financial position of theCompany which have occurred between the end of the Financial Year and the date of thisReport.
9. CHANGES IN SHARE CAPITAL:
The paid up Equity Share Capital as at 31st March 2016 stood at Rs.20.05Crores. During the year under review the Company has not issued shares with differentialvoting rights nor has granted any stock options or sweat equity. As on 31stMarch 2016 none of the Directors of the Company hold instruments convertible into equityshares of the Company.
10. MEETING OF THE BOARD:
The details of the number of meetings of the Board held during the Financial Year2015-16 forms part of the Corporate Governance Report.
11. BOARD OF DIRECTORS :
In accordance with the provisions of Section 152 of the Companies Act 2013 and theCompany's Articles of Association Mr. Rajesh Jain Director retires by rotation at theforthcoming Annual General Meeting and being eligible offers himself for re-appointment.The Board recommends his re-appointment for the consideration of the Members of theCompany at the ensuing Annual General Meeting. Appropriate resolutions for theirre-appointment are being placed for your approval at the ensuing AGM. The brief resume ofthe Directors and other related information has been detailed in Note 20 in the Noticeconvening the 30th AGM of your Company.
All Independent Directors have given declarations as required under Section 149(7) ofthe Act that they meet the criteria of independence as laid down under Section 149(6) ofthe Companies Act 2013 and Regulation 16 (b) of SEBI (LODR) Regulations 2015.
Further the designation of Mr. Jitendra Agrawal and Mr. Rajesh Jain has been changedfrom Whole Time Directors of the Company to Non Executive Non Independent Director withthe approval of Board of Directors of the Company w.e.f. 28th May 2016.
12. KEY MANAGERIAL PERSONNEL:
Pursuant to Section 203 of the Companies Act 2013 the following are the Key ManagerialPersonnel of the Company:
|1. Mr. Amit Agrawal ||Managing Director |
|2. CA Hirva Shah ||Chief Financial Officer |
|3. CS Kiran Geryani ||Whole Time Company Secretary & Compliance Officer |
Pursuant to the recommendation of the Nomination and Remuneration Committee Mr. AmitAgrawal was reappointed by the Board of Directors subject to the approval of theshareholders in this Annual General Meeting as the Managing Director of the Company on 11thAugust 2016 for a further period of five years with effect from 3rd September2016 to 2nd September 2021.
Further CS Kiran Geryani was appointed as Whole Time Company Secretary and ComplianceOfficer of the Company by the Board of Directors in its meeting held on 11thAugust 2016 w.e.f. 27th July 2016.
13. PERFORMANCE EVALUATION:
Pursuant to the provisions of the Companies Act 2013 and the SEBI (LODR) Regulations2015 a structured questionnaire was prepared after taking into consideration the variousaspects of the Board's functioning composition of the Board and its Committees cultureexecution and performance of specific duties obligations and governance.
The performance evaluation of the Independent Directors was completed. The performanceevaluation of the Chairman and the NonIndependent Directors was carried out by theIndependent Directors. The Board of Directors expressed their satisfaction with theevaluation process.
14. 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 retireat the ensuing Annual General Meeting and are eligible for reappointed as StatutoryAuditors of the Company till the conclusion of the next Annual General Meeting for theFinancial Year 2016-17 as approved by the members at the 30th Annual GeneralMeeting to be held on 30th September 2016.
(b) BRANCH AUDITORS:
M/s. B. A. Bedawala & Company Chartered Accountants Ahmedabad (FRN: 101064W)Branch Auditor will retire at the ensuing Annual General Meeting and are eligible forreappointment. In accordance with the Companies Act 2013 it is proposed to reappoint themas Branch Auditors for the Financial Year 2016-17 from the conclusion of this AnnualGeneral Meeting till the conclusion of the next Annual General Meeting subject to theapproval of shareholders.
Your Company has received written consent(s) and certificate(s) of eligibility inaccordance with Sections 139 141 and other applicable provisions of the Companies Act2013 and Rules issued thereunder (including any statutory modification(s) or reenactments)for the time being in force) from both M/s Mehra Anil & Associates and M/s. B. A.Bedawala & Company. Further both have confirmed that they hold a valid certificateissued by the Peer Review Board of the Institute of Chartered Accountants of India (ICAI)as required under the SEBI (LODR) 2015.
(c) SECRETARIAL AUDITOR:
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 Directorsof the Company appointed CS Ashish C. Doshi - SPANJ & Associates Practising CompanySecretaries (Unique Code of Partnership Firm: P2014GJ34800) Ahmedabad to conductSecretarial Audit for the Financial Year 2016-17.
Your Company has received consent from CS Ashish C. Doshi - SPANJ & AssociatesPractising Company Secretaries (Unique Code of Partnership Firm: P2014GJ34800) Ahmedabadto act as the auditor for conducting audit of the Secretarial records for the FinancialYear ending 31st March 2017.
The Secretarial Audit Report of Ashish C. Doshi Practising Company Secretary for theFinancial Year ended 31st March 2016 is annexed as "Annexure B".
(d) COST AUDITOR:
Pursuant to provisions of Section 148 and all other applicable provisions of theCompanies Act 2013 read with the Companies (Audit and Auditors) Rules 2014 M/s. K VMelwani & Associates Cost Accountants have been appointed as Cost Auditors to conductthe audit of cost records of your Company for the Financial Year 2016-17. Your Company hasreceived consent from M/s. K V Melwani & Associates Cost Accountants to act as theCost Auditor for conducting audit of the cost records for the Financial Year 2016-17 alongwith a certificate confirming their independence and arm's length relationship.
(e) INTERNAL AUDITORS:
The Board of Directors has appointed M/s. Jagdish Verma & Company CharteredAccountants Ahmedabad (FRN: 103837W) as Internal Auditors of the Company for theFinancial Year 2016-17.
As regards the comments made in the Auditors Rs.Report the Board is of the opinionthat they are self-explanatory and does not want further clarification.
15. COMMITTEES OF THE BOARD:
The Board of Directors has the following Committees:
1. Audit Committee
2. Remuneration and Nomination Committee
3. Stakeholders Rs.Relationship Committee
4. Corporate Social Responsibility Committee.
The details of the Committees along with their composition number of meetings andattendance at the meetings are provided in the Corporate Governance Report.
16. VIGIL MECHANISM:
The Vigil Mechanism of the Company which also incorporates a whistle blower policy incompliance with the provisions of Section 177(10) of the Companies Act 2013 andRegulation 22 of the SEBI (LODR) 2015 includes an Ethics & Compliance Task Forcecomprising senior executives of the Company. Protected disclosures can be made by awhistle blower through an e-mail or a letter to the Task Force or to the Chairman of theAudit Committee. The Vigil Mechanism and Whistle Blower Policy may be accessed on theCompany's website at the link: "http://jindaltextiles.com/pdf/VIGIL%20MECHANISM%20POLICY.pdf".
17. INTERNAL CONTROL SYSTEMS:
Your Company has an effective internal control and risk-mitigation system which areconstantly assessed and strengthened with new/revised standard operating procedures. TheCompany's internal control system is commensurate with its size scale and complexities ofits operations. The internal and operational audit is entrusted to M/s. Jagdish Verma& Company Chartered Accountants Ahmedabad. The main thrust of internal audit is totest and review controls appraisal of risks and business processes besides benchmarkingcontrols with best practices in the industry.
The Audit Committee the Statutory Auditors and the top management are regularlyapprised of the internal audit findings and regular updated provided at the AuditCommittee meetings of the Action taken on the internal audit reports. The Audit Committeeof the Board consisting of non-executive Independent Directors reviews the QuarterlyHalf-Yearly and the Annual Financial Statements of your Company. A detailed note on thefunctioning of the Audit committee and of the other committees of the Board forms part ofthe Section on corporate governance in the Annual report.
18. FIXED DEPOSITS:
During the year under review your Company has not accepted any deposit within themeaning of Sections 73 and 74 of the Companies Act 2013 read with the Companies(Acceptance of Deposits) Rules 2014 (including any statutory modification(s) orreenactment^) for the time being in force).
19. REPORT ON RISK MANAGEMENT POLICY :
The Company has laid down a Risk Management Policy and identified threat of such eventswhich if occurs will adversely affect either/or value to shareholders ability of Companyto achieve objectives ability to implement business strategies the manner in which theCompany operates. Further such Risks are categorized in to Credit Risk Foreign ExchangeRisk Financial and Liquidity Risk Business Operating Risk Legal & Political Risk& Geographical and Environment Risk. After detailed exercise the Risk Management andRisk Mitigation measures are also identified by the Company and the same has been coveredin the Risk Management Policy of the Company.
20. ENVIRONMENT AND SAFETY:
The Company is conscious of the importance of environmentally clean and safeoperations. The Company's policy requires conduct of operations in such a manner so as toensure safety of all concerned compliances of environmental regulations and preservationof natural resources.
As required by the Sexual Harassment of Women at Workplace (Prevention Prohibition& Redressal) Act 2013 the Company has formulated and implemented a policy onprevention of sexual harassment at workplace with a mechanism of lodging complaints. ItsRedressal is placed on the intranet for the benefit of its employees. During the yearunder review no complaints were reported to the Board.
21. CORPORATE SOCIAL RESPONSIBILITY:
Pursuant to Section 135 of the Companies Act 2013 and rules made there under theCompany has constituted Corporate Social Responsibility Committee. The Committee hasadopted and approved the policy on Corporate Social Responsibilities and it is availableon 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 ofmeeting held attendance of the Directors and remuneration paid to them are givenseparately in the attached Corporate Governance report.
The Report on CSR activities as required under the Companies (Corporate SocialResponsibility Policy) Rules 2014 is annexed as "Annexure - C" and formsan integral part of this Report.
22. DIRECTORS Rs.RESPONSIBILITY STATEMENT:
Pursuant to Section 134(3)(c) and Section 134(5) of the Companies Act 2013 (includingany statutory modification(s) or re-enactment(s) for the time being in force) theDirectors of your Company confirm that:
(a) in the preparation of annual accounts the applicable Accounting Standards havebeen followed alongwith proper explanations relating to material departures.;
(b) the Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of your Company as at 31st March 2016 and ofthe profit and loss of the Company for the Financial Year ended 31st March2016;
(c) proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;
(d) the annual accounts have been prepared on a 'going concern Rs.basis;
(e) proper internal financial controls were in place and that the financial controlswere adequate and were operating effectively.
(f) the Directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
23. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO:
The information on conservation of energy technology absorption and foreign exchangeearnings and outgo pursuant to Section 134(3)(m) of the Companies Act 2013 read with theRule 8(3) of the Companies (Accounts) Rules annexed as "Annexure - D" andforms an integral part of this Report.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
[Section 134(3)(m) of the Companies Act 2013 read with Rule 8(3) of the Companies(Accounts) Rules 2014]
A) Conservation of Energy:
Your Company is committed to reduce energy consumption at its various plants. Besidessustaining past initiatives new measures were implemented during the year. List ofinitiatives/measures taken in this regard is as under:
(a) Steps taken or impact on conservation of energy:
Continuously monitoring the energy parameters such as maximum demand powerfactor load factor TOD tariff utilization on regular basis
Increasing the awareness of energy saving within the organization to avoid thewastage of energy.
Achieving the power factor near to unity in all plants by the effective reactiveenergy management.
Reduction of fuel consumption of boiler by efficient maintenance and putting theeffimax.
Exploring the feasibility of utilization of Solar Power Plant at plant locationwherever it is possible.
Optimization of air pressure of compressed air line for energy saving.
Replacing the normal tubes with LED (@ 2500 nos.) thus saving 2000 units/day:
|Sr. No. ||Description of the material ||Qty ||Rate ||Amount (in Rs.) |
|1. ||Single LED fitting 15 watt Moser baer make ||455 ||1200 ||546000 |
|2. ||Twin LED fitting 15 watt Moser baer make ||835 ||2600 ||2171000 |
|3. ||LED Tube 15 W Moser baer make in Unit 1 ||999 ||833 ||832167 |
|4. ||LED Tube 15 W Moser baer make in Unit 2 ||200 ||833 ||166600 |
| ||Total || || ||3715767 |
(b) The steps taken by the Company for utilising alternate sources of energy.
During the year under review the Company utilized solar energy for water heating. Inorder to save water the Company made its efforts to reuse cooling water in plant.
(c) The capital investment on energy conservation equipment:
The Company has spent Rs.49.33 Lakhs capital investment on energy conservationequipment during the Financial Year 2015-16.
(d) Total energy consumption and energy consumption per unit of production is as below:
|A. Power and fuel consumption ||Current Year 2015-2016 ||Previous Year 2014-2015 |
| Electricity || || |
|(a) Purchased || || |
|Unit(KWH) ||82117590 ||58513898 |
|Total Amount(') ||534252185 ||421912340 |
|Rate/Unit ||6.51 ||7.21 |
|(b) Own generation ||Not Applicable ||Not Applicable |
| Coal & Lignite || || |
|Quantity (Tonnes) ||52976 ||41724 |
|Total Cost ||152307779 ||147415733 |
|Average Rate ||2875 ||3533 |
| Others (Petrol Diesel etc.) || || |
|Quantity ||209651 ||199866 |
|Total Cost ||21375844 ||22081455 |
|Average Rate ||101.96 ||110.48 |
|B. Consumption per unit of production ||Current Year 2015-2016 ||Previous Year 2014-2015 |
|Electricity ||1.25 ||0.84 |
B) Technology Absorption:
Your company has not made any efforts towards technology absorption and neitherimported any technology nor made any expenditur on research and developments.
C) Foreign Exchange earnings and outgo:
|Foreign Exchange inflow (Rs.) ||: 2876.93 Lakhs |
|Foreign Exchange outflow (Rs.) ||: 3706.37 Lakhs |