The Members of JINDAL WORLDWIDE LIMITED
Your Directors have immense pleasure in presenting the 31st Annual Report onthe business and operations of your Company together with the Company's Audited FinancialStatement for the Financial Year ended 31st March 2017.
1. FINANCIAL SUMMARY:
The performance of your Company for the Financial Year ended 31st March2017 is summarized below:
(' in Lakhs)
| || |
Financial Year ended
|Particulars || |
| ||31st March 2017 ||31st March 2016 ||31st March 2017 ||31st March 2016 |
|Total Revenue (including other income) ||118541.86 ||101336.45 ||118543.27 ||101337.54 |
|Less: Operating and Administrative Expenses ||102480.75 ||86888.86 ||102481.12 ||86889.85 |
|Profit before Interest Depreciation & tax ||16061.11 ||14447.59 ||16062.15 ||14447.69 |
|Less: Finance Cost ||3085.35 ||4279.09 ||3085.37 ||4279.09 |
|Less: Depreciation & Amortization Expenses ||4875.85 ||4729.88 ||4875.85 ||4729.88 |
|Less: Provision Of Income Tax (including deferred tax) ||1443.76 ||1045.16 ||1444.06 ||1045.23 |
|Less: Extraordinary items ||0.00 ||366.19 ||0.00 ||366.19 |
|Net Profit/ (Loss ) After Tax ||6656.15 ||4027.27 ||6656.87 ||4027.30 |
|Profit/ (Loss) brought forward from Previous Year ||- ||- ||- ||- |
|Add: Profit from Associates ||- ||- ||1.49 ||1.36 |
|Profit/(Loss) Carried to Balance Sheet ||6656.15 ||4027.27 ||6658.35 ||4028.66 |
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.100905.59 Lakhs to Rs.115785.26 Lakhs at atremendous growth as compared to previous year.
Consequent to this the net profit after tax during the year under review has increasedfrom Rs.4027.27 Lakhs to Rs.6656.15 Lakhs on Standalone basis and from Rs.4028.66 Lakhs toRs.6658.35 Lakhs on Consolidated basis in 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 31st March2017 amounting to Rs.100.26 Lakhs which shall be paid subject to approval of members atthe ensuing 31st Annual General Meeting.
The dividend will be paid to the members whose names appear in the Register of Membersof the Company as on Wednesday 20th September 2017 and in respect of sharesheld in dematerialized form it will be paid to the members whose names are furnished byNational Securities Depository Limited and Central Depository Services (India) Limited asthe beneficial 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. EXPANSION & MODERNISATION:
During the year under review; as a part of the Company's expansion plans a newDivision of the Company in the name and style of "JINDAL CREATIONS INC. (ADIVISION OF JINDAL WORLDWIDE LIMITED)" at its registered office was set up videapproval of the Board in its meeting held on 9th March 2017 for carrying on"manufacturing and job work" for the main business line of the Company i.e.Textiles.
Further Modernisation & Technological upgradation is being carried out on regularbasis at the factory premises of the Company for maintaining the best quality standards.Stringent cost control measures are regularly reviewed. Special emphasis is being given towater and energy conservation.
6. IMPLEMENTATION OF INDIAN ACCOUNTING STANDARDS (IND AS) :
The Securities Exchange Board of India vide its circular dated 5th July2016 has implemented the applicability of Indian Accounting Standards (Ind-AS) inaccordance with the Companies (Indian Accounting Standard) Rules 2015 which was notifiedon 16th February 2015 by Ministry of Corporate Affairs.
Pursuant to the applicability criteria of the said circulars and notifications theCompany will be implementing and complying up with the Indian Accounting Standards(Ind-AS) for the accounting periods beginning on or after 1st April 2017.
7. ADOPTION OF NEW SET OF MEMORANDUM AND ARTICLES OF ASSOCIATION OF THE Company INCONFORMITY WITH COMPANIES ACT 2013 :
The Board of Directors in its meeting held on 11th August 2017 has approvedthe new set of Memorandum and Articles of the Company in conformity with the rules andregulations of the Companies Act 2013 in that regard; subject to the approval of themembers in this ensuing Annual General Meeting.
8. APPLICABILITY OF GST :
Pursuant to implementation of GST w.e.f 1st July 2017 the Company has dulyregistered itself with the statutory authority within the prescribed time frame and hasbeen allotted the GST no. 24AAACJ3816G1ZX.
9. TRANSFER TO IEPF:
During the year under review 2016-2017 no unclaimed dividend was transferred toInvestor Education Protection Fund (IEPF) as the Company did not declare any dividend onequity shares for the Financial Year 2008-2009; expiry of 7 years of which lied inFinancial Year 2016-2017 itself.
Further the Company has declared an Interim dividend in the FY 2009-2010 @2.5% i.e.0.25 paise per equity share of Rs.10/- each vide Board Meeting held on 24thFebruary 2010.
Accordingly pursuant to the provisions of Section 124 125 of the Companies Act 2013read with IEPF Rules as and when notified by the Statutory Authorities (including anystatutory modifications or re-enactment thereof for the time being in force); the Companyhas transferred the unpaid /unclaimed dividend amount of Rs.68328/- in respect of theInterim Dividend declared in Financial Year 2009-2010 to the Investor Education andProtection Fund of the Central Government on 18th May 2017 vide SRN U13698071.
Further the Company has also declared a Final Dividend for the FY 2009-2010 @ 7.5%i.e. 0.75 Paisa per equity share of Rs.10/- in the Annual General Meeting held on 30thSeptember 2010 and the Company will transfer the unclaimed dividend in that respect toIEPF latest by 5th December 2017 being the due date.
Subsequently as per the provisions of Section 124(6) of the Companies Act 2013 readwith IEPF Rules as and when notified by the Statutory Authorities (including any statutorymodifications or re-enactment thereof for the time being in force); the shares in respectof which the dividend has not been claimed for 7 consecutive years are liable to betransferred to IEPF Authority. However the complete procedure for such transfer is yet tobe notified by the Authorities and thus the Company will transfer such shares as and whenthe detailed procedure will be notified/ issued by the Authorities.
Those members who have so far not encashed their dividend warrants/Demand drafts etc.for any Financial Year are requested to approach the Company or RTA for payment thereof.Kindly note that once unclaimed and unpaid dividends are transferred to the InvestorEducation and Protection Fund members will have to approach to IEPF only for claimingsuch dividend amount/shares.
10. 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. analysis and review of global andIndian textile industry industrial and home improvement business internal controls andtheir adequacy risk management systems and other material developments during theFinancial Year 2016-2017.
11. 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 IVRegulation 34(3) read with Schedule V of SEBI (LODR) Regulations 2015 forms an integralpart of the Annual Report together with a certificate from the Company's SecretarialAuditors confirming compliance of the same.
12. 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.
13. CHANGES IN SHARE CAPITAL:
The paid up Equity Share Capital as at 31st March 2017 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 2017 none of the Directors of the Company hold instruments convertible into equityshares of the Company.
14. MEETINGS OF THE BOARD:
The details of the number of meetings of the Board held during the Financial Year2016-2017 forms part of the Corporate Governance Report.
15. BOARD OF DIRECTORS :
Pursuant to the provisions of Section 152 of the Companies Act 2013 and the Company'sArticles of Association Dr. Yamunadutt Agrawal (DIN: 00243192) Chairman andNon-Executive Director retires by rotation at the ensuing Annual General Meeting andbeing eligible offers himself for re-appointment. The Board recommends his re-appointmentfor the consideration of the Members of the Company at the ensuing Annual General Meeting.
During the year under review 2016-2017; Mr. Navinchandra Ajwalia Independent Directorof the Company has resigned from the Directorship of the Company with the approval ofBoard of Directors of the Company w.e.f 11th February 2017 .
Accordingly to have the optimum composition of Independent Directors on the Board ofDirectors as per the Companies Act 2013 and SEBI (LODR) Regulations 2015 Mr.Shrikant N. Jhaveri (DIN:02833725) was appointed as an Additional Director of theCompany designated under category of Independent Director w.e.f 10th May2017 who shall hold the office upto the date of ensuing Annual General Meeting and beregularized subject to the approval of shareholders in the ensuing Annual General Meetingfor a term of one year.
Also for more efficient operations and management Ms. Maneesha Jha Thakur (DIN:07183101) was appointed as an Additional Director of the Company designated undercategory of an Independent Director w.e.f 11th August 2017 who shall hold theoffice upto the date of ensuing Annual General Meeting and be regularized subject to theapproval of the shareholders in the ensuing Annual General Meeting for a term of one year.
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.
Appropriate resolutions for their appointment/re-appointment are being placed for yourapproval at the ensuing AGM. The brief resume of the Directors and other relatedinformation has been detailed in Note 20 of the Notice convening the 31st AGMof your Company.
16. KEY MANAGERIAL PERSONNEL:
Pursuant to Section 203 of the Companies Act 2013 the following are the Key ManagerialPersonnel of the Company:
|Mr. Amit Agrawal ||Managing Director |
|CA Hirva Shah ||Chief Financial Officer |
|CS Kiran Geryani ||Whole Time Company Secretary & Compliance Officer |
CS Kiran Geryani was appointed as the Whole Time Company Secretary and the ComplianceOfficer of the Company by the Board of Directors in its meeting held on 11thAugust 2016 w.e.f. 27th July 2016.
17. FORMAL ANNUAL 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 Nomination and Remuneration Committee has defined evaluation criteria procedureand time schedule for Performance Evaluation process for the Board its Committees andDirectors.
The performance evaluation of the Independent Directors was completed. The performanceevaluation of the Chairman and the Non-Independent Directors was carried out by theIndependent Directors. The Board of Directors expressed their satisfaction with theevaluation process.
18. EXTRACT OF ANNUAL RETURN "Annexure-A":
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 2017 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.
19. AUDITORS :
(a) STATUTORY AUDITORS:
Pursuant to Section 139(2) of the Companies Act 2013 and related rules and provisionsmade there under the term of appointment of the existing Statutory Auditors of theCompany; M/s. Mehra Anil & Associates Chartered Accountants Ahmedabad was expiredas at the end of the Financial Year 2016-2017 as the said audit firm has served theCompany for a term of ten consecutive years; accordingly the Company is required toappoint a new Statutory Auditor for the Company w.e.f F.Y. 2017-2018 in place of M/s.Mehra Anil & Associates Chartered Accountants Ahmedabad.
In this regard subject to the approval of the shareholders in the ensuing AnnualGeneral Meeting and on recommendation of Audit Committee the Board has appointed M/s.Saremal & Company (FRN: 109281W) Chartered Accountants Ahmedabad as the StatutoryAuditors of the Company for a term of 5 consecutive years w.e.f. F.Y. 2017-2018 andthereby fixing the remuneration.
The Ordinary Resolution seeking approval of the members forms a part of the Notice ofthis AGM.
During the year under review there is no audit qualification reservation adverseremark or disclaimer in the Independent Auditors Report provided by M/s. Mehra Anil &Associates for the F.Y. 2016-2017.
(b) BRANCH/DIVISION 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 re-appointthem as Branch/Division Auditors for the Financial Year 2017-2018 from the conclusion ofthis Annual General Meeting till the conclusion of the next Annual General Meetingsubject to the approval of the 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 Saremal & Company and M/s. B. A. Bedawala& Company. Further both have confirmed that they hold a valid certificate issued bythe Peer Review Board of the Institute of Chartered Accountants of India (ICAI) asrequired under the SEBI (LODR) Regulations 2015.
(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 Directorsof the Company appointed CS Ashish C. Doshi - M/s. SPANJ & Associates PractisingCompany Secretaries (Unique Code of Partnership Firm: P2014GJ34800) Ahmedabad to conductSecretarial Audit for the Financial Year 2017-2018.
Your Company has received consent from CS Ashish C. Doshi - M/s. SPANJ &Associates Practising Company Secretaries (Unique Code of Partnership Firm:P2014GJ34800) Ahmedabad to act as the auditor for conducting audit of the Secretarialrecords for the Financial Year ending 31st March 2018.
The Secretarial Audit Report of CS Ashish C. Doshi - M/s. SPANJ & AssociatesPractising Company Secretaries for the Financial Year ended 31st March 2017is annexed as "Annexure-B" and further there is no secretarial auditqualification adverse remark or disclaimer.
(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 the Cost Auditors toconduct the audit of cost records of your Company for the Financial Year 2017-2018. YourCompany has received consent from M/s. K V Melwani & Associates Cost Accountants toact as the Cost Auditor for conducting audit of the cost records for the Financial Year2017-2018 along with a certificate confirming their independence and arm's lengthrelationship.
The Ordinary Resolution seeking approval of the members for remuneration payable to thesaid Cost Auditor forms a part of the Notice of this AGM.
(e) INTERNAL AUDITORS:
The Board of Directors has appointed M/s. Jagdish Verma & Company CharteredAccountants Ahmedabad (FRN: 103837W) as the Internal Auditors of the Company for theFinancial Year 2017-2018.
As regards the comments made in the Auditors' Report the Board is of the opinion thatthey are self-explanatory and does not want further clarification.
20. COMMITTEES OF THE BOARD:
The Board of Directors has the following Committees:
1. Audit Committee
2. Remuneration and Nomination Committee
3. Stakeholders' Relationship Committee
4. Corporate Social Responsibility Committee
Due to resignation of Mr. Navinchandra Ajwalia from the directorship of the Company andthereof from the category of Independent Director it was necessary to reconstitute theAudit Committee of the Company and appoint an independent director as a member of theAudit Committee in place of the director resigned. Thus Ms. Deepali Agrawal anIndependent Director of the Company was appointed as the member of the Audit Committee inplace of the resigning director w.e.f 11th February 2017.
The other details of the Committees along with their composition number of meetingsheld and attendance at the meetings are provided in the Corporate Governance Report.
21. VIGIL MECHANISM:
The Vigil Mechanism of the Company which also incorporates a whistle blower policy incompliance with the provisions of Section 177(9) & (10) of the Companies Act 2013 andRegulation 22 of the SEBI (LODR) Regulations 2015 includes an Ethics & ComplianceTask Force comprising senior executives of the Company. Protected disclosures can be madeby a whistle blower through an e-mail or a letter to the Task Force or to the Chairman ofthe Audit Committee. The Vigil Mechanism and Whistle Blower Policy may be accessed on theCompany's website at the link:
22. 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.
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) orre-enactment(s) for the time being in force).
24. REPORT ON RISK MANAGEMENT POLICY :
The Company has laid down a Risk Management Policy for a systematic approach foridentification of risks its assessment mitigation measures monitoring and to controlrisks. Further such Risks are categorized into Key Strategic Risks which includesgeographical concentration of its manufacturing capacity reputational risk changingcustomer preference from cotton to blends & business continuity planning KeyOperating Risks which includes fluctuation in cotton prices labour unrest increasedglobal and local competition customers credit risk sales channel disruption customers'concentration & fluctuation on foreign exchange rates and Regulatory Risks whichinclude changes in taxation regime bilateral/multilateral trade agreements governmentpolicies with respect to textiles & regulatory compliances. The Risk Management Policyhas been developed accordingly and approved by the Senior Management in accordance withthe business strategy.
25. 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.
26. 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:
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.
27. DIRECTORS' 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 2017 and ofthe profit and loss of the Company for the Financial Year ended 31st March2017;
(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' 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.
28. 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.
29. INFORMATION & PERFORMANCE OF SUBSIDARY JOINT VENTURES OR ASSOCIATE COMPANIES:
The Consolidated Financial Statements of the Company are prepared in accordance withrelevant Accounting Standards viz. AS-21 AS-23 and AS-27 issued by the Institute ofChartered Accountants of India and forms an integral part of this Report.
Pursuant to Section 129(3) of the Companies Act 2013 read with Rule 5 of the Companies(Accounts) Rules 2014 a statement containing salient features of the financialstatements of Subsidiaries/Associate Companies/Joint Ventures as given in Form AOC-1 isduly attached alongwith the consolidated financial statements and forms an integral partof this Report.
In accordance with third proviso of Section 136(1) of the Companies Act 2013 theAnnual Report of the Company containing therein its standalone and the consolidatedfinancial statements has been placed on the website of the Company i.e. "www.jindaltextiles.com". Further as per fourth proviso of the said Section audited annual accounts ofeach of the subsidiary companies have also been placed on the website of the Company. Anyshareholder if interested in obtaining a copy of the audited annual accounts of thesubsidiary companies may write to the Company Secretary at the Company's registeredoffice.
30. PARTICULARS OF LOANS GUARANTEES OR INVESTMENT UNDER SECTION 186 OF THE COMPANIESACT 2013:
Details of Loans granted Guarantees given and Investments made during the year underreview covered under the provisions of Section 186 of the Companies Act 2013 aredisclosed in the Notes to Financial Statements.
31. HUMAN RESOURCES AND INDUSTRIAL RELATIONS:
Your Company has always considered its workforce as its valuable asset and continues toinvest in their excellence and development programs. Your Company has taken severalinitiatives for enhancing employee engagement and satisfaction.
Your Company's human resource management systems and processes are designed to enhanceemployee capability engagement vitality and well-being so as to ensure that ouremployees add superior value - value which will help our businesses stay ahead ofcompetition and simultaneously work towards enabling the Company to achieve its ambitiousgrowth plans.
The Company is committed to nurturing enhancing and retaining top talent throughsuperior Learning conducting various seminars & Organizational Development.
During the year under review the Company has approached "KPMG" one of thebig 4 audit firms of the world for conducting a major seminar and training session on GSTfor its employees and senior management/personnel. This is a part of Corporate HR functionand is a critical pillar to support the organization's growth and its sustainability inthe long run.
The industrial relations continued to be generally peaceful and cordial.
32. REMUNERATION AND NOMINATION POLICY:
Pursuant to provisions of Section 178 of the Companies Act 2013 the Board of Directorshas framed a policy which lay down a framework in relation to remuneration of DirectorsKey Managerial Personnel and Senior Management of the Company. This policy also lays downcriteria for selection and appointment of Board Members. The details of this policy areexplained in the Corporate Governance Report.
33. DIVIDEND DISTRIBUTION POLICY :
Pursuant to Regulation 43A of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 top five hundred listed entities based on marketcapitalization are required to formulate the Dividend Distribution Policy. Accordinglyyour Company is not required to formulate the Dividend Distribution Policy.
34. DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS KEY MANAGERIAL PERSONNEL ANDPARTICULARS OF EMPLOYEES:
The remuneration paid to the Directors is in accordance with the Nomination andRemuneration Policy formulated in accordance with Section 178 of the Companies Act 2013and Regulation 19 of the SEBI (LODR) Regulations 2015 (including any statutorymodification(s) or re-enactment(s) for the time being in force). The salient aspectscovered in the Nomination and Remuneration Policy has been outlined in the CorporateGovernance Report which forms part of this report.
The information required under Section 197(12) of the Companies Act 2013 read withRule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 in respect of Directors/ employees of your Company is set out in "Annexure-E"to this report.
35. CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SUB-Section (1) OFSection 188:
During the Financial Year 2016-2017 your Company has entered into transactions withrelated parties as defined under Section 2(76) of the Companies Act 2013 read withCompanies (Specification of Definitions Details) Rules 2014 all of which were in theordinary course of business and on arm's length basis and in accordance with theprovisions of the Companies Act 2013 read with the Rules issued thereunder and the SEBI(LODR) Regulations 2015. Further there were no transactions with related parties whichqualify as material transactions under the SEBI (LODR) Regulations 2015.
All transactions with related parties were reviewed and approved by the AuditCommittee. The details of the related party transactions as per Accounting Standard 18 areset out in Note [25.2 - Point No. 10] to the Standalone Financial Statements forming partof this report.
The Policy on materiality of related party transaction and dealing with related partytransactions as approved by the Board may be accessed on the Company's website at thelink:
36. Company LISTED AT:
The Equity Shares of your Company are listed at The Bombay Stock Exchange Limited TheNational Stock Exchange of India Limited and The Ahmedabad Stock Exchange Limited. TheCompany has been complying with the provisions of the Listing Regulations on regularbasis. The Listing fees of all the Stock Exchange in which the Company is listed has beenduly paid upto Financial Year 2017-2018.
Further the Company has received a letter no. ASEL/275 dated 11th January2017 regarding no further requirements of making compliances to the ASE due to its Exitpolicy. Accordingly the Company has stopped making any compliance to the ASE after thesame was taken in record by the Board.
37. BUSINESS RESPONSIBILITY REPORT:
The Business Responsibility Reporting as required by Regulation 34(2) of the SEBI(LODR) Regulations 2015 is not applicable to your Company for the Financial Year ending31st March 2017.
38. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS:
There are no significant material orders passed by the Regulators or Courts orTribunals impacting the going concern status of your Company and its operations in future.
Your Directors wish to express their gratitude to all the business associates itsmanagement statutory authorities Government banks Stock Exchanges and to theInvestors/Shareholders for the confidence reposed in the Company and supporting theCompany at every stage through their kind cooperation. The Directors also convey theirdeep sense of appreciation for the committed services by the employees at all levels fortheir enormous personal efforts as well as collective contribution to the Company.
| ||By Order of the Board of Directors |
| ||Sd/- |
| ||(Dr. Yamunadutt Agrawal) |
|Place : Ahmedabad ||Chairman & Director |
|Date : 11th August 2017 ||DIN: 00243192 |
"Annexure - D"
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:
(a) Steps taken or impact on 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:
Monitoring of power consumption and production data to sustain lowest possibleKwh/Kg through minimum operation of machineries and align maintenance schedule andproduction programme.
Prevention of steam water and air leakage by taking efficient steps.
Replacement of existing machine fans by energy efficient machine fans.
Installation of new technology machineries for energy conservation.
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.
Reduction of fuel consumption of boiler by efficient maintenance and putting theeffimax.
Installation of capacitors and solar power plant to improve power factor foroptimum utilization of energy.
Saving around 1450 units per day by using the LEDs in place of conventionallights.
| || || || ||(Amount in Rs.) |
|Sr. No. ||Description of the material ||Qty ||Rate ||Amount |
|1 ||Led Tube Light 15w Moserbaer Led Tube ||1371 ||763.15 ||1046279 |
|2 ||Led Tube Fitting Complete 2 Ft8 W With Moserbare Tube RodT8 ||20 ||630 ||12600 |
|3 ||Led Highbay Light LTEHB90WHPLED/LS C & S Make ||15 ||13038 ||195570 |
|4 ||Single Tube Light Fitting Complete With 01 Nos 15 W Led Tube Rod Make ; MoserbaerT8 ||71 ||1228 ||87188 |
| ||TOTAL || || ||1341637 |
The measures stated above have led to better pollution control reduced adverse impacton environment and maintenance time and cost improved hygienic condition and consistencyin quality and productivity.
(b) The steps taken by the Company for utilising alternate sources of energy.
During the year under review as an initiative and commitment to Environment theCompany has installed Solar Power Plant of capacity 999 KWp at the rooftop of Factorypremises. The space on roof was unutilized and there is significant radiation at Ahmedabadwhich is conducive for solar power generation the plant was commissioned in March 2017and is producing power since then to our satisfaction.
(c) The capital investment on energy conservation equipment:
The Company has spent Rs.4.89 Crores capital investment on energy conservationequipment during the Financial Year 2016-2017.
| || || || ||(Amount in Rs.) |
|Sr. No. ||Items purchased for Energy Saving ||Qty ||Rate/qty ||Amount |
|1 ||Capacitior-Unistar 25 KVAR Type:App 440v AC ||9 ||7271 ||65439 |
|2 ||Forbes Make Condensate Recovery Pump Set With Isolate Valve Strainer Disk Check Valve Size: 80mm ||1 ||271365 ||271365 |
|3 ||For Pump Screening & Piping Material To Reuse Water Of Rubber Blanket For Finishing 4 & 5 And H Plant Of T-168 ||1 ||675000 ||675000 |
|4 ||Condensate Recovery Pump ||5 ||100000 ||500000 |
|5 ||999 KWp Solar Power Plant ||1 ||- ||47433055 |
| ||TOTAL || || ||48944859 |
(d) Total energy consumption and energy consumption per unit of production is as below:
|A. Power and fuel consumption ||Current Year 2016-2017 ||Previous Year 2015-2016 |
| Electricity || || |
|(a) Purchased || || |
|Unit(KWH) ||85486098 ||82117590 |
|Total Amount(?) ||330643946 ||534252185 |
|Rate/Unit ||3.87 ||6.51 |
|(b) Own generation ||Not Applicable ||Not Applicable |
| Coal & Lignite || || |
|Quantity (Tonnes) ||66921.13 ||52976 |
|Total Cost ||252022583 ||152307779 |
|Average Rate ||3765.96 ||2875 |
| Others (Petrol Diesel etc.) || || |
|Quantity ||232095 ||209651 |
|Total Cost ||21252357 ||21375844 |
|Average Rate ||91.57 ||101.96 |
|B. Consumption per unit of production ||Current Year 2016-2017 ||Previous Year 2015-2016 |
|Production (in Mtrs.) ||131029709 ||102334287 |
|Electricity (per Unit) ||2.52 ||1.25 |
B) Technology Absorption:
Innovation & Technology are synonyms with "Jindal". During the year underreview the Company has made efforts towards Technology Absorption and as a result theCompany's products achieved high market expectations. The advancement in technology actsas a catalyst and enables the Company to be innovative and regularly launch good qualitytextile products as a result of which the Company has gained benefits like productimprovement cost reduction increased production and import substitution.
C) Foreign Exchange earnings and outgo:
Foreign Exchange inflow (Rs.) : 7230.65 Lakhs
Foreign Exchange outflow (Rs.) : 3041.65 Lakhs
| ||By Order of the Board of Directors |
| ||Sd/- |
| ||(Dr. Yamunadutt Agrawal) |
|Place : Ahmedabad ||Chairman & Director |
|Date : 11th August 2017 ||DIN:00243192 |
"Annexure - E"
DETAILS OF REMUNERATION OF DIRECTORS AND EMPLOYEES
Pursuant to Section 197(12) of the Companies Act 2013 read with Rule 5 of Companies(Appointment & Remuneration) Rules 2014
|1 The Ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the Financial Year 2016-2017 ||Director's Name ||Ratio to mean remuneration |
| ||Mr. Amit Agrawal ||17.88 |
| ||Mr. Rajesh Jain* ||14.34 |
| ||Mr. Jitendra Agrawal* ||2.24 |
*During the Year remuneration to Mr. Rajesh Jain and Mr. Jitendra Agarwal was paid form/o April 2016 to June 2016; thus ratio of their remuneration is calculated to themedian remuneration of 91 Days only (i.e. Rs.33468.05/-)
|2 The Percentage increase in remuneration of each Director Chief Financial Officer Chief Executive Officer Company Secretary or Manager if any in the Financial Year 2016-2017 ||Director's/CFO/CS ||% increase in remuneration |
| ||Mr. Amit Agrawal ||Nil |
| ||Mr. Rajesh Jain ||Nil |
| ||Mr. Jitendra Agrawal ||Nil |
| ||CS Ankita Parmar (upto 23rdJune 2016) ||Nil |
| ||CS Kiran Geryani (w.e.f. 27th July 2016) ||8.57% |
| ||CA Hirva Shah ||23.80% |
|3 Percentage increase in the median remuneration of employees in the Financial Year 2016-2017 ||During Financial Year 2016-2017 the percentage increase in the median remuneration of employees as compared to previous year was approximately 11.58%. |
|4 Number of permanent employees on the rolls of the Company ||There were 912 employees as on 31st March 2017. |
|5 Average percentile increase in salaries of Employees other than managerial Personnel ||The average percentile increase in salaries of Employees is 10% and increase in salary of Managerial Personnel during last financial year is disclosed in point no.(2) above. There was no exceptional circumstance for increase for managerial personnel in the last Financial year. |
|6 Affirmation that the remuneration is as per the remuneration policy of the Company ||It is hereby affirmed that the remuneration paid during the year is as per the Remuneration Policy of the Company. |
*Median Remuneration of FY 2016-2017 is Rs.134240/- and of FY 2015-2016 isRs.120306.00/-
Note : The Statement of Particulars of Top Ten employees pursuant to the Rule 5(2) ofCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 of theCompany is given below:
|Sr. No. ||Name of Employee ||Department ||Total Net Pay Per Annum (in ') ||Nature of employment whether contractual or otherwise ||Qualification & Experience ||Date of commencement of employment ||Age ||Last emplyment held by such employee before joining the Company ||% of shares held of the Company ||Whether employees is relative of any director of the co. |
|1 ||Amit Agarwal ||Managing Director ||2400000 ||Regular Employment ||MBA-18 Years ||28th September 2004 ||40 ||NA ||19.12% ||Mr. Amit Agrawal is Son of Dr. Yamunadutt Agarwal Director/ Promoter of the Company |
|2 ||Dharmendra Lalbhai Patel ||Hr & Administration ||1000375 ||Regular Employment ||B.COM- 37 Years ||16th July 2003 ||53 ||Cadila Health Care Ltd. ||NIL ||NA |
|3 ||Nishant Giri ||Marketing ||942600 ||Regular Employment ||MBA - 8 Years ||20th February 2014 ||38 ||Nandan Denim Ltd ||NIL ||NA |
|4 ||Rajendra Ramanlal Desai ||Director- Purchase ||860304 ||Regular Employment ||BTECH - 20 Years ||21st March 2015 ||50 ||Nandan Denim Ltd ||NIL ||NA |
|5 ||DR Agrawal ||Director -Purchase ||799870 ||Regular Employment ||BSC- 50 Years ||01st October 2005 ||73 ||Jindal Texo-Feb Ltd ||NIL ||NA |
|6 ||G D Patel ||Admin ||785000 ||Regular Employment ||B.COM 14 Years ||01st March 2008 ||46 ||Shree Ji Infotech Pvt.Ltd ||NIL ||NA |
|7 ||NR Malek ||Marketing ||751904 ||Regular Employment ||B.COM - 8 Years ||01st May 2010 ||36 ||Jindal Texo-Fab Ltd ||NIL ||NA |
|8 ||Rajesh Khimabhai Malam ||Information & Technology ||710025 ||Regular Employment ||MCA ||13th February 2007 ||41 ||India Car Pvt Ltd ||NIL ||NA |
|9 ||ZR Desai ||Director ||703396 ||Regular Employment ||B.COM ||21st March 2015 ||46 ||Nandan Denim Ltd ||NIL ||NA |
|10 ||Bharatbhai Nanjibhai Vora ||Laboratory ||700604 ||Regular Employment ||B.TECH- 25 Years ||01st May 2015 ||52 ||Nandan Denim Ltd ||NIL ||NA |
Further there were no Employee in the FY 2016-2017 who drawn salary in aggregate andnot less than Rs.1.02 Crores and Rs.8.05 Lacs either throughout or part of the FY respectively.