The Directors of your Company have pleasure in presenting their 21st AnnualReport on the affairs of the company together with Audited Annual Accounts for thefinancial year ended 31st March 2018.
| || ||(Rs. in lacs) |
|Particulars ||2017-18 ||2016-17 |
|Turnover ||3591.77 ||545.85 |
|Other Income ||696.57 ||684.80 |
|Profit Before Depreciation Interest Tax & || || |
|Exceptional items (PBDIT) ||(74.42) ||(503.52) |
|Interest and Financial Expenses ||57.35 ||52.90 |
|Profit Before Depreciation Tax & Exceptional items (PBDT ||(131.77) ||(556.42) |
|Depreciation ||638.87 ||661.76 |
|Profit Before Tax & Exceptional items (PBT) ||(770.64) ||(1218.18) |
|Exceptional items ||(46.54) ||- |
|Profit Before Tax ||(817.18) ||(1218.18) |
|Less-Provision for Tax (Including Deffrred Tax) ||- ||- |
|Profit for the year (PAT) ||(817.18) ||(1218.18) |
|Other Comprehensive Income ||0.19 ||0.45 |
|Add-Surplus brought forward from previous Year ||-- ||- |
|Profit available for Appropriations ||(816.99) ||(1217.73) |
During the year under review manufacturing activities were suspended at both the Unitslocated at VPO Jugiana G.T. Road Ludhiana and Village Mandiala Kalan Bija Ludhiana dueto severe financial constraints. However manufacturing activities were resumed at Unit -2located at Village Mandiala Kalan Bija Ludhiana from September 2017 onwards. Yourcompany could achieve total Turnover of Rs. 35.92 Crores during the year underreview as against Rs. 5.45 Crores in the previous year. The company has suffered a loss ofRs. 8.17 Crores as against loss of Rs. 12.18 Crores in the previous year which isprimarily due to depreciation & notional finance cost.
Your directors do not recommend any dividend for the year under review.
Transfer to Reserves
The company has not transfer amount to the general reserve.
Nature of Business
The company is engaged in the textiles business. During the year under review therewas no change in the business of the company.
The paid up equity share capital of the company as at 31st March 2018 isRs. 45.00 crore. There was no public issue right issue bonus issue or preferential issueetc. during the year.
Indian Accounting Standard (Ind AS)
As mandated by Ministry of Corporate Affairs the company has adopted Indian AccountingStandards ('Ind AS") from 1st April 2017 with a transition date 1stApril 2016. The financial results for the year 2017-18 have been prepared in accordancewith Indian Accounting Standards ('Ind AS") prescribed under section 133 of theCompanies Act 2013 read with the relevant rules issued thereunder and the otherrecognized accounting practices and polices to the extent applicable.
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.
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 PVC Flex Sheets and tarpaulins having good printing quality tear strength tensilestrength water proofing glossy and shine. The company has an in house production set upof Fabric with latest of machinery plus technology. The aim of the company is to achievetheir products best in terms of quality and at minimum cost.
The company has achieved sales turnover and other income of Rs. 164.22 Crores for theyear under review as against of Rs. 149.49 Crores in the previous year.
Jindal Medicot Ltd
The company has set up facilities for the manufacture of the technical textile productslike cotton crepe bandageabsorbent cotton cotton balls pads dental rolls etc. at itsproject at Village Thathal Tehsil Amb District UnaHimachal Pradesh. The company hasachieved sales turnover and other income of Rs. 46.45 Crores as against of Rs. 35.86Crores 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
The Board of Directors consists of five members out of which one is executive and fourare Independent directors. The Board also comprises of one woman director.
The composition of the Board is such that it is not possible for the company to retireany director at the ensuing Annual General Meeting as per the provisions of section 152(6)of the Companies Act 2013.
During the year under review Mr. Kartar Chand Dhiman was appointed as additionaldirector in accordance with the provisions of the Companies Act 2013 and listingguidelines with effect from 23rd September 2017.
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.
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 DisclosureRequirements) Regulations 2015.
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.
Separate Meeting of Independent Directors
The company's Independent Directors met on 22nd January 2018 without theattendance of Non-Independent Directors. All the Independent Directors were present at themeeting. The Independent Directors in its meeting reviewed the performance ofNon-Independent Directors 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.
The term of appointment of M/s. Raj Gupta & Co. Chartered Accountants(Registration No. 000203N) is going to expire at the conclusion of the ensuing AnnualGeneral Meeting of the company. It was necessary to appoint another Statutory Auditorstherefore the Board of Directors upon the recommendation of Audit Committee hasappointed M/s. K R Aggarwal & Associates Chartered Accountants (Registration No.030088N) as Statutory Auditors of the Company to hold office from the conclusion of 21stAnnual General Meeting till the conclusion of 25th Annual General Meeting ofthe Company on such remuneration including out of pocket expenses and other expenses asmay be mutually agreed upon by the Board of Directors and the Auditors.
Further the report of the statutory auditors of the company is self explanatory andhas been explained in notes to accounts and hence does not call for any further comments.
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 2017-18 and Secretarial Audit Report for thefinancial year 2017-18 is attached and forms part of the annual report. The reply to theobservations of the Secretarial Auditors are as under:
1. Non Payment of Listing Fee and repayment of fixed deposits: The delay is on accountof acute financial crunch being faced by the Company.
2. Non filing of documents: The company was unable to file the documents with MCA asthe status of the company on the master data of MCA is under liquidation. The same isbeing corrected.
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.
During the year under review your company has not accepted any fixed deposits from thepublic. Due to severe financial constraints the company could fulfill its obligation inpart for the repayment of fixed deposits which has become due for repayment after thetime 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 precedingfinancial years.
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.
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 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.
Prevention of Sexual Harassment at Workplace
The Company committed to provide a safe and conducive work environment to its employeesincluding women during the year under review.
Your Directors further state that there were no cases filed pursuant to the SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act2013.
Related Party Transactions
The Related Party Transactions made during the financial year 2017-18 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 Key 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:
|S. No. ||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 ||Anil Kumar ||CS ||724020 ||658020 ||66000 |
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.
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 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.
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 the employees atall levels for their dedicated services and valuable contributions towards the growth ofthe Company.
| ||For and on behalf of the Board |
| ||For Jindal Cotex Limited |
|Date: 30th May 2018 || |
|Place: Ludhiana || |
|(Sandeep Jindal) ||(Rajesh Khanna) |
|Managing Director ||Director |
|DIN:0163974 ||DIN:06971227 |