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Jindal Cotex Ltd.

BSE: 533103 Sector: Industrials
NSE: JINDCOT ISIN Code: INE904J01016
BSE 00:00 | 09 May 3.76 0
(0.00%)
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3.94

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3.95

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NSE 05:30 | 01 Jan Jindal Cotex Ltd
OPEN 3.94
PREVIOUS CLOSE 3.76
VOLUME 15825
52-Week high 4.98
52-Week low 1.91
P/E
Mkt Cap.(Rs cr) 17
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 3.94
CLOSE 3.76
VOLUME 15825
52-Week high 4.98
52-Week low 1.91
P/E
Mkt Cap.(Rs cr) 17
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 24h Annual Report onthe affairs of the company together with Audited Annual Accounts for the financial yearended 31st March 2021.

Financial Results

(Rs. In Lacs)

Particulars 2020-21 2019-20
Turnover 2850.59 3287.31
Other Income 916.68 829.19
Profit Before Depreciation Interest Tax & Exceptional items (PBDIT) 155.99 (42.14)
Interest and Financial Expenses 82.53 90.76
Profit Before Depreciation Tax & Exceptional items (PBDT) 73.46 (132.90)
Depreciation 603.49 612.43
Profit Before Tax & Exceptional items (PBT) (530.03) (745.34)
Exceptional items (19.46) 2244.04
Profit Before Tax (549.49) 1498.70
Less- Provision for Tax {Including Deferred Tax) - -
Profit for the year (PAT) (549.49) 1498.70
Other Comprehensive Income 0.00 0.20
Add - Surplus brought forward From previous Year -- --
Profit available for Appropriations (549.49) 1498.90

The manufacturing operations of the company at its plant situated at Village MandialaKalan P.O. Bija partially remained suspended due to COVID restrictions as per thedirectives issued by the State Government. Further due to COVID restrictions coupled withmigration of labour the plant operated at its lower capacity. Your company has adhered tothe various mandated norms and regulations to change the way of working to ensure a saferworking environment for the employees due to COVID-19.

Unit 1 of the company situated at VPO Jugiana Ludhiana continued to remain closedduring the year under review.

The financial results for the year ended March 31 2021 were impacted by disruptionsowing to COVID 19. During the year under review your company has achieved a totalturnover of Rs. 28.51 Crores as against Rs. 32.87 Crores in the previous year. The companyhas incurred a loss before tax of Rs. 5.49 Crores as against profit of Rs. 14.99 Crores inthe previous year.

Since the date of default for repayment of loans to the secured lenders has becomeolder than three years the debt payable by the company to its secured lenders hashowever become barred by limitation.

Dividend

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

Transfer to Reserves

The company has not transfer any 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.

Share Capital

The paid up equity share capital of the company is Rs. 45.00 crore as at 31st March2021. There was no public issue right issue bonus issue or preferential issue etc.during the year.

Indian Accounting Standard (Ind AS)

The financial results for the year 2020-21 have been prepared in accordance with IndianAccounting Standards (‘Ind AS") prescribed under section 133 of the CompaniesAct 2013 read with the relevant rules issued thereunder and the other recognizedaccounting 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.

Detail of Subsidiary

Jindal International FZE is 100% subsidiary of the company set up in free zone inUAE. The company is engaged in the general trading activities. The consolidated financialstatements presented by the company include financial information of its subsidiaryprepared in compliance with applicable Accounting Standards are attached to and form partof the Annual Report.

Directors and Key Managerial Personnel

During the year under review the following are the changes in directors and KeyManagerial Personnel of the Company:

Sh. Sandeep Jindal (DIN: 01639743) Director retires by rotation at the ensuing AnnualGeneral Meeting and being eligible offer himself for re-appointment as per the provisionsof section 152(6) of the Companies Act 2013. The Board has recommended his appointment tothe members of the company at the ensuing Annual General Meeting. Item seeking hisreappointment along with his detailed profile has been included in the notice conveningthe AGM.

Ms. Alisha (DIN- 07549385) a non-executive director of the company whose term ofoffice was expired on 22.06.2021 was re-appointed as an Independent Director of theCompany by the Board of Directors in its meeting held on 30th June 2021 subject to theapproval of members of the company to hold office for a period of five consecutive yearswith effect from 22.06.2021 to 21.06.2026.The Board has recommended her re-appointment tothe members of the company at the ensuing Annual General Meeting. Item seeking herre-appointment along with her detailed profile has been included in the notice conveningthe AGM.

Sh. Sandeep Jindal (DIN 01639743) has been reappointed as Managing Director of thecompany by the Board of Directors in its meeting held on 14th August 2021 withoutremuneration for a period of five years w.e.f. 1st October 2021 to 30th September 2026.The Board has recommended his re-appointment as Managing Director of the company to themembers of the company at the ensuing Annual General Meeting .

At present the company is not having CFO and company secretary.

Number of Meetings of the Board

The details of the number of meetings of the Board held during the Financial Year2020-21 forms part of the Corporate Governance Report.

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 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 Act.2013 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 30th March 2021 without the attendance ofNon- Independent Directors. All the Independent Directors were present at the meeting. TheIndependent Directors in its meeting reviewed the performance of Non-Independent Directorsand 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 a loss of thecompany 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

a) Statutory Audit

M/s. K R Aggarwal & Associates Chartered Accountants (Registration No. 030088N)were appointed as Statutory Auditors by the members of the company in the annual generalmeeting held on 29th day of September 2018 on a remuneration mutually agreed upon by theBoard of Directors and the Statutory Auditors. Their appointment were subject toratification by the Members at every subsequent AGM. Pursuant to the amendments made toSection 139 of the Act by the Companies (Amendment) Act 2017 effective from May 072018 the requirement of seeking ratification of the members for the appointment of theStatutory Auditors has been withdrawn. Hence the resolution seeking ratification of themembers for continuance of their appointment at this AGM is not beina souqht.

M/s. K R Aggarwal & Associates has audited the books of accounts of the company forthe financial year ended 31st March 2021 and issued Auditors report thereon. Thestatutory report is self explanatory and hence does not call for any further comments.

b) Cost Audit

As per the requirements of the Section 148 of the Act read with the Companies (CostRecords and Audit) Rules 2014 as amended from time to time your Company is required tomaintain cost records and accordingly such accounts are prepared every year. The Board ofDirectors on the recommendation of Audit Committee has reappointed M/s. Gurvinder Chopraand Co. Cost Accountants (Firm Registration No. 100260) as Cost Auditor to audit the costaccounts of the Company for the Financial Year 2021-22. As required under the Act aresolution seeking member's approval for the remuneration payable to the Cost Auditorforms part of the Notice convening the Annual General Meeting.

c) Secretarial Audit

Pursuant to the provisions of Section 204 of the Act and rules made thereunder theCompany has appointed M/s. Reecha Goel & Associates Company Secretaries to undertakethe Secretarial Audit of the Company. The Secretarial Audit Report forms an integral partof this 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

The company had made default in the repayment of the fixed deposits received from thefixed deposit holders for which a complaint has already been filed by the Registrar ofCompanies Chandigarh with District and Sessions Court SAS Nagar Mohali (PB).

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):

The company has not spent any amount on Corporate Social Responsibility activities asrequired under section 135 and Schedule VII of the Companies Act 2013 as companyincurred huge losses in the past years.

Significant and Material Orders Passed by the Regulators/ Courts

During the year under review no significant and material order has been passed by theregulators courts tribunals impacting the going concern status and Company's operationsin future.

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 registeredemail 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 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.

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 therewere no cases filed pursuant to the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013.

Related Party Transactions

The Related Party Transactions made during the financial year 2020-21 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.

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. Name No. Designation Remuneration paid FY 2020-21 Remuneration paid FY 2019-20 Increase in remuneration from previous year
1 Mr. Sandeep Jindal MD 750000 750000

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 salientfeatures of financial statement of Associates companies is annexed in Form AOC-1 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 andcooperation received from Bankers Government Departments Shareholders and other BusinessAssociates for their continued and valuable co-operation & support extended to thecompany

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 behaltof the Board
For Jindal Cotex Limited
Date: 30th June 2021 Place: Ludhiana
(Sandbep Jindal) (Kartar Citend Dhiman)
Managing Director Director
DIN: 01639743 DIN: 05143805

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