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Jindal Cotex Ltd.

BSE: 533103 Sector: Industrials
NSE: JINDCOT ISIN Code: INE904J01016
BSE 00:00 | 22 Jun 7.05 0
(0.00%)
OPEN

6.90

HIGH

7.50

LOW

6.90

NSE 13:50 | 25 Jun 7.20 -0.30
(-4.00%)
OPEN

7.20

HIGH

7.20

LOW

7.20

OPEN 6.90
PREVIOUS CLOSE 7.05
VOLUME 1126
52-Week high 16.20
52-Week low 6.11
P/E
Mkt Cap.(Rs cr) 32
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 6.90
CLOSE 7.05
VOLUME 1126
52-Week high 16.20
52-Week low 6.11
P/E
Mkt Cap.(Rs cr) 32
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Jindal Cotex Ltd. (JINDCOT) - Director Report

Company director report

Dear Members

The Directors of your Company have pleasure in presenting their 20th Annual Report onthe affairs of the company together with Audited Annual Accounts for the financial yearended 31st March 2017.

Financial Results

(Rs. in lacs)

Particulars 2016-17 2015-16
Turnover & Other Income 608.02 370.35
Profit Before Depreciation Interest & Tax (PBDIT) (250.42) (1917.92)
Interest and Financial Expenses 3.44 2552.14
Profit Before Depreciation & Tax (PBDT) (253.86) (4470.06)
Depreciation 661.76 723.02
Profit Before Tax (PBT) (915.62) (5193.08)
Less- Provision for Tax (Including Deferred Tax) 0.45
Profit for the year (PAT) (915.62) (5193.53)
Add - Surplus brought forward From previous Year
Profit available for Appropriations (915.62) (5193.53)
Appropriations
Proposed Dividend -- --
Bonus Shares Issued -- --
Surplus Carried to Balance Sheet (915.62) (5193.53)

Your company could achieve total revenue of Rs. 6.08 Crores during the year underreview as against Rs. 3.70 Crores in the previous year. The company has suffered a loss ofRs. 9.16 Crores as against loss of Rs. 51.93 Crores in the previous year which isprimarily due to provision for Bad Debts.

During the year under review both the manufacturing units of the company situated atVPO Jugiana Ludhiana and Village Mandiala Kalan were leased out. Since all the bankaccounts of the company have become substandard over a period of time the banks havestarted recovery action against the Company. The company is however working onrestructuring with bank(s) or their assignees for the operation of these units.

Dividend

Your directors do not recommend any dividend for the year under review.

Management Discussion & Analysis Report

The Management Discussion and Analysis of financial conditions and results of operationof the company for the year under review is attached to this Report.

Subsidiaries

The consolidated Financial statements presented by the Company include financialinformation of its subsidiaries prepared in compliance with applicable AccountingStandards are attached to and form part of the Annual Report. Annual accounts of thesubsidiary companies and the related detailed information will be made available to theshareholders of the holding and subsidiary companies' seeking such information at anypoint of time.

Further the annual accounts of the subsidiary companies will also be kept forinspection by any shareholders at the Registered Office of the holding company and that ofthe subsidiary companies concerned. The company has the following subsidiaries:-

Jindal Specialty Textiles Ltd.

The company has set up facilities for the manufacture of technical textile productslike banner fabrics general tarpaulin truck siders etc. at its project at VillageThathal Tehsil Amb District Una Himachal Pradesh. The company has achieved salesturnover and other income of Rs. 137.53 Crores for the year under review as against of Rs.68.89 Crores in the previous year.

Jindal Medicot Ltd

The company has set up facilities for the manufacture of the technical textile productslike cotton crepe bandage absorbent cotton cotton balls pads dental rolls etc. at itsproject at Village Thathal Tehsil Amb District Una Himachal Pradesh. The company hasachieved sales turnover and other income of Rs. 34.88 Crores as against of Rs. 30.65Crores in the previous year.

Jindal International FZE

This is 100% subsidiary of our company set up in free zone in UAE. The company isengaged in the general trading activities.

Directors and Key Managerial Personnel

Pursuant to the provisions of Section 152(6) of the Companies Act 2013 and Articles ofAssociation of the company Sh. Sandeep Jindal (DIN 01639743) will be retiring byrotation at the ensuing Annual General Meeting and being eligible offer himself forreappointment. The Board has recommended his appointment to the members of the company atthe ensuing Annual General Meeting.

During the year under review Sh. Rajinder Jindal Sh. Ramesh Jindal Sh. Aman Jindaland Sh. Sahil Jindal Directors of the company resigned from the Board. The Board wishesto place on record its deep sense of appreciation for the valuable contributions made bythem to the Board and the company during their tenure as Director of the company.

Corporate Governance

A separate report on Corporate Governance is enclosed as a part of this Annual Report.A certificate from the Auditors of the Company regarding compliance with the CorporateGovernance norms stipulated is annexed to the Report on Corporate Governance.

Board Evaluation

The Board carried out a formal annual performance evaluation of its own performance andthat of its Committees and Individual Directors as required under the provisions of theCompanies Act 2013 and

Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015.

Declaration By Independent Directors

The Independent directors have submitted their declaration to the Board that theyfullfill all the requirements as stipulated under section 149(6) of the Companies Act2013 so as to qualify themselves to be appointed as Independent directors of the company.

Prevention of Sexual Harassment at Workplace

The Company is committed to provide a safe and conducive work environment to itsemployees during the year under review.

Your Directors further state that during the year under review there were no casesfiled pursuant to the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013.

Separate Meeting of Independent Directors

The company's Independent Directors met on 24th January 2017 without the attendanceof Non-Independent Directors. All the Independent Directors were present at the meeting.The Independent Directors in its meeting reviewed the performance of Non-IndependentDirectors and the Board as a whole.

Directors' Responsibility Statement

Pursuant to the provisions of section 134(5) of the Companies Act 2013 with respectto Directors responsibility statement the Directors hereby confirm that:-

a) In the preparation of Annual Accounts the applicable Accounting Standards have beenfollowed and that there are no material departures;

b) They have selected such Accounting Policies and applied them consistently and madeprudent judgments & estimates that are reasonable so as to give a true and fair viewof the state of affairs of the Company at the end of the financial year and of the loss ofthe company as on date;

c) They have taken proper & sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the Company and for preventing & detecting the fraud and otherirregularities;

d) The Annual Accounts have been prepared on 'going concern basis'.

e) They had laid down internal financial controls to be followed by the company andthat such internal financial controls are adequate and were operating effectively.

f) They had devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.

Auditors

M/s. Raj Gupta & Co. Chartered Accountants (Registration No. 000203N) have beenappointed as Statutory Auditors of the company at the last Annual General Meeting held on30th September 2014 till the conclusion of the 21st Annual General Meeting subject toratification by the members at every consequent Annual General Meeting. Thereforeratification for the appointment of M/s. Raj Gupta & Co. Chartered AccountantsStatutory Auditors of the company is being sought from the members at the ensuing AnnualGeneral Meeting. The report of the auditors of the company is self explanatory and hasbeen explained in notes to accounts and hence does not call for any further comments.

Cost Audit

Pursuant to the provisions of section 148(3) of the Companies Act 2013 the companyhas appointed M/s. Gurvinder Chopra & Co. Cost Accountants as Cost Auditor of thecompany for conducting audit of cost records in respect of manufacturing activities ofthe company for the financial year 2016-17. The Cost Audit Report for the year ended 31stMarch 2017 will be submitted with Ministry of Corporate Affairs Government of India.

Secretarial Audit

According to the provisions of Section 204 of the Companies Act 2013 the company hasengaged the services of M/s. Reecha Goel & Associates Company Secretaries to conductSecretarial Audit for the financial year 2016-17 and Secretarial Audit Report for thefinancial year 2016-17 is attached and forms part of the annual report.

Energy Conservation Technology Absorption & Foreign Exchange

Information required under section 134(3)(m) of the Companies Act 2013 read with Rule8 of the Companies (Accounts) Rules 2014 as regard disclosure of particulars ofconservation of energy technology absorption and foreign exchange earnings and outgo isannexed hereto and forms part of this report.

Fixed Deposits

During the year under review your company has not accepted any fresh fixed depositsfrom the public. Due to severe financial constraints the company could fulfill itsobligation in part for the repayment of fixed deposits which has become due for repaymentafter the time extended by the Hon'ble Company Law Board New Delhi.

Particulars of Employees

No employee is covered under the provisions of section 197 (12) of the Companies Act2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration ofManagerial personnel) Rules 2014.

Corporate Social Responsibility (CSR):

During the year under review the company was not required to spend any amount onCorporate Social Responsibility activities as required under section 135 and Schedule VIIof the Companies Act 2013 as the company had incurred losses during the threeimmediately preceding financial years.

Green Initiative

The Ministry of Corporate Affairs has taken a "Green Initiative in the CorporateGovernance" by allowing paperless compliances by the companies. Further as per theprovisions of the Companies Act 2013 read with Companies (Management and Administration)Rules 2014 the company may send financial statements and other documents by electronicmode to its members. Your company has decided to join the MCA in its environmentalfriendly initiative. Accordingly the company propose to send documents such as AnnualReport and other communications to the shareholders via electronic mode at the registersemail address of the shareholders. Further to support this green initiative of theGovernment the shareholders are requested to register their email Id with theirdepository participant with whom they are having demat account.

Vigil Mechanism

Pursuant to the provisions of Section 177(9) & (10) of the Companies Act 2013 readwith Companies (Meetings of Board and its powers) Rules 2013 and Regulation 22 of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 the companyestablished a Vigil Mechanism process whereby any employee directors customers vendorsetc. can report the genuine concerns or grievances to the members of the Audit Committeeabout unethical behavior actual or suspected fraud so that appropriate action can betaken to safeguard the interest of the company. However no such complaint was receivedduring the year under review. The Vigil Mechanism Policy has been uploaded on the websiteof the company at www.jindalcotex.com.

Related Party Transactions

The Related Party Transactions made during the financial year 2016-17 were on arm'slength basis and in the ordinary course of business. There were no materially significantrelated party transactions with the company's Promoters Directors Kay ManagerialPersonnel or their relatives which could have a potential conflict with the interest ofthe company. The Related Party Transactions has been reported and annexed hereto in thisannual report.

Extract of Annual Return

As required pursuant to section 92(3) of the Companies Act 2013 and Rule 12(1) of theCompanies (Management and Administration) Rules 2014 an extract of annual return in MGT9 is forming a part of this Annual Report.

Particulars of Loans Guarantees or Investments

Details of Loans Guarantees and Investments covered under the provisions of section186 of the Companies Act 2013 are given in the notes to financial statements annexedhereto in this annual report.

Remuneration Ratio of the Directors/ Key Managerial Personnel (KMP)/ Employees:

The information required pursuant to section 197 read with Rule 5 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 Companies (Particularsof Employees) Rules 1975 in respect of employees of the company and Directors isfurnished as under:

Name Designation Remuneration paid FY 2016-17 Remuneration paid FY 2015-16 Increase in remuneration from previous year
1 Sandeep Jindal MD 450000 450000 -
2 Yash Paul Jindal Director 600000 600000 -
3 Anil Kumar CS 658020 555660 102360

Risk Management Policy

Risk Management is a very important part of business. The main aim of risk managementis to identify monitor and take precautionary measures in respect of the events that maypose risks for the business. The policy of the company on risk management is providedelsewhere in this Annual Report in Management Discussion and Analysis.

Associates Companies

Pursuant to section 129(3) of the Companies Act 2013 a statement containing silentfeatures of financial statement of Associates companies in Form AOC-1 is annexed withfinancial statements.

Industrial Relations

Industrial relations remained cordial throughout the year and the Directors expresstheir appreciation towards the workmen for their co-operation and hope for continuedcordial relations in the years to come.

Acknowledgement

Your Directors would like to express their grateful appreciation for the assistance andco-operation received from Bankers Government Departments Shareholders and otherBusiness Associates for their continued and valuable co-operation & support extendedto the company. We take this opportunity to place on record our warm appreciation for theemployees at all levels for their dedicated services and valuable contributions towardsthe growth of the Company.

For and on behalf of the Board
For Jindal Cotex Limited
Date: 30th May 2017
Place: Ludhiana
(Sandeep Jindal) (Rajesh Khanna)
Managing Director Director
DIN: 01639743 DIN: 06971227