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Jindal Worldwide Ltd.

BSE: 531543 Sector: Industrials
NSE: JINDWORLD ISIN Code: INE247D01039
BSE 00:00 | 14 Dec 62.80 0.60
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NSE 00:00 | 14 Dec 62.70 0.20
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OPEN 63.90
PREVIOUS CLOSE 62.20
VOLUME 27702
52-Week high 179.80
52-Week low 55.00
P/E 31.40
Mkt Cap.(Rs cr) 1,259
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 63.90
CLOSE 62.20
VOLUME 27702
52-Week high 179.80
52-Week low 55.00
P/E 31.40
Mkt Cap.(Rs cr) 1,259
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Jindal Worldwide Ltd. (JINDWORLD) - Director Report

Company director report

Dear Members

JINDAL WORLDWIDE LIMITED

Ahmedabad

Your Directors have immense pleasure in presenting the 32nd Annual Report onthe business and operations of your Company together with the Company Audited FinancialStatement for the Financial Year ended 31st March 2018.

1. FINANCIAL SUMMARY:

The performance of your Company for the Financial Year ended 31st March2018 is summarized below:

Financial Year ended

Standalone

Consolidated

31st March 2018 31st March 2017 31st March 2018 31st March 2017
Total Revenue (including Other Income) 1650.85 1185.27 1657.94 1185.29
Less: Operating and Administrative Expenses 1462.92 1019.90 1465.52 1019.91
Profit before Interest Depreciation & tax 187.93 165.37 192.42 165.38
Less: Finance Cost 52.50 35.85 53.97 35.85
Less: Depreciation & Amortization Expenses 50.57 48.76 53.12 48.76
Less: Provision Of Income Tax (including deferred tax) 26.53 14.35 26.65 14.36
Less: Extraordinary items 0.00 0.00 0.00 0.00
Net Profit/ (Loss ) After Tax 58.33 66.40 58.68 66.41
Profit/ (Loss) brought forward from Previous Year - - - -
Less: Profit Share of Non-Controlling Interest - - 0.09 0.00
Add: Profit from Associates - - 0.01 0.01
Profit/(Loss) Carried to Balance Sheet 58.33 66.40 58.60 66.42
Equity Shares (at the FV. of Rs 5/-) 4.01 4.01 4.01 4.01
Earning Per Equity Share - Basic & Diluted 14.55 16.56 14.61 16.56

Note: The Figures of the Previous Year ended on 31st March 2017 have beenreclassified/re-grouped in conformity with Indian Accounting Standards (Ind-AS) tocorrespond with the classification/disclosure of the figures of the Current Year ended on31st March 2018 and may not be comparable with the figures reported earlier.

2. OVERVIEW OF COMPANYRsS FINANCIAL PERFORMANCE:

During the Financial Year under review there has been significant improvement in theperformance of the Company as compared with the Previous Year. The total revenue onStandalone basis has increased from Rs 1185.27 Crores to Rs 1650.85 Crores and onConsolidated basis has increased from Rs 1185.29 Crores to Rs 165794 Crores; at atremendous growth as compared to previous year.

Consequent to this for the Financial Year under review the net profit after tax is Rs58.33 Crores and Rs 58.60 Crores in comparison to the previous year of Rs66.40 Crores andRs 66.42 Crores on Standalone and Consolidated basis respectively.

The diminution in the Profit of the year under review was due to the increase in costof production and other variable market conditions which affected the operations of theCompany .

3. DIVIDEND:

Your Directors have recommended a Final Dividend of 5% on its paid-up equity sharecapital i.e. Rs 0.25 per equity share for the Financial Year ended 31st March2018 amounting to Rs 100.26 Lakhs which shall be paid subject to approval of members atthe ensuing 32nd Annual General Meeting.

The dividend will be paid to members whose names appear in the Register of Members ofthe Company as on cut-off date of Friday 21st September 2018 and in respectof shares held in dematerialized form it will be paid to members whose names arefurnished by National Securities Depository Limited and Central Depository Services(India) Limited as the beneficial owners as on that date.

4. AMOUNTS TRANSFERRED TO RESERVES:

During the Financial Year under review no amount from profit was transferred toGeneral Reserve Account.

5. DEPOSITS:

During the Financial Year under review your Company has not accepted any depositwithin the meaning of Sections 73 and 74 of the Companies Act 2013 read with theCompanies (Acceptance of Deposits) Rules 2014 (including any statutory modification(s) orre-enactment(s) for the time being in force).

6. EXTRACT OF ANNUAL RETURN:

Pursuant to Section 92(3) of the Companies Act 2013 read with the Companies(Management and Administration) Rules 2014 an extract of Annual Return in Form MGT-9containing details as on the Financial Year ended 31st March 2018 as requiredunder in the prescribed format is appended as "Annexure- A" to the BoardRssReport which forms an integral part of this Report.

Further pursuant to the amendment in the Section 134(3)(a) of the Companies Act 2013vide MCA Notification dated 31st July 2018 the Company has duly placed thesaid extract of Annual Return on its website and the web-link of same is "http://www.jindaltextiles.com/investor-data/ExtractofAnnualReturnfortheFinancialYear2017-2018.pdf"

7. EXPANSION & MODERNIZATION:

As a part of the Company expansion plans a new Division of the Company in the name andstyle of "JINDAL CREATIONS INC. (A DIVISION OF JINDAL WORLDWIDE LIMITED)" at itsregistered office was set up vide approval of the Board in its meeting held on 09thMarch 2017 for carrying on "manufacturing and job work" of the main businessline of the Company i.e. Textile . During the year under review the same came intooperations w.e.f 1st April 2017 .

Further Modernization & Technological upgradation is being carried out on regularbasis in 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.

8. IMPLEMENTATION OF INDIAN ACCOUNTING STANDARDS (IND AS) :

The Securities Exchange Board of India (SEBI) vide its circular dated 5thJuly 2016 has implemented the applicability of Indian Accounting Standards (Ind-AS) inaccordance with the Companies (Indian Accounting

Standard) Rules 2015 prescribed under Section 133 of the Companies Act 2013 which wasnotified on 16th February 2015 by Ministry of Corporate Affairs.

Pursuant to the applicability criteria of the said circulars and notifications theCompany has duly implemented adopted and complied with the Indian Accounting Standards(Ind-AS) for the accounting periods beginning w.e.f. 1st April 2017 and theFinancial Statements for the Financial Year 2017-2018 are prepared in accordance withInd-AS.

9. 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 and the same was approved andadopted by the Shareholders of the Company by passing a Special Resolution in the 31stAnnual General Meeting held on 27th September 2017.

10. APPLICABILITY OF GOODS AND SERVICE TAX (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.

11. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF) :

During the Financial Year under review your Company has duly complied up with theprovisions of the Sections 124 & 125 of the Companies Act 2013 read with the IEPFAuthority (Accounting Audit Transfer and Refund) Rules 2016 ("the Rules") asamended from time to time. The details of the said compliances are stated in the CorporateGovernance Report which forms the part of this Annual Report.

12. AUDITORS :

(a) STATUTORY AUDITORS:

Pursuant to Section 139(2) of the Companies Act 2013 and related rules and provisionsmade there under; due to the expiry of term of appointment of previous Statutory AuditorsM/s. Mehra Anil & Associates Chartered Accountants Ahmedabad as at the end of theFinancial Year 2016-2017; the shareholders at the 31st Annual General Meetingheld on 27th September 2017 has appointed M/s Saremal & Company (FRN:109281W) Chartered Accountants Ahmedabad as Statutory Auditors of the Company for a termof 5 consecutive years w.e.f. Financial Year 2017-2018 from the conclusion of 31stAnnual General Meeting until the conclusion of the 36th Annual General Meeting

Further pursuant to the amendment in the Section 139(1) of the Companies Act2013 videMCA Notification dated 07th May 2018 the proviso to the aforesaid Section hasbeen omitted and thus no resolution is proposed for ratification of appointment ofAuditors (M/s Saremal & Company) in the notice of the ensuing Annual General Meetingforming part of this Annual Report.

Accordingly the Company will not be proposing any resolution for the ratification ofappointment of Statutory Auditors of the Company from the date of MCA notification asstated above.

During the Financial Year under review there were no audit qualification reservationadverse remark or disclaimer in the Independent Auditors Report provided by M/s Saremal& Company for the Financial Year 2017-2018.

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) orre-enactment(s) for the time being in force) from M/s Saremal & Company. Further thesaid auditors has confirmed that they hold a valid certificate issued by

the Peer Review Board of the Institute of Chartered Accountants of India (ICAI) asrequired under the SEBI (LODR) Regulations 2015.

(b) DIVISION AUDITORS:

The Board of Directors of the Company has appointed M/s. B. A. Bedawala & CompanyChartered Accountants Ahmedabad (FRN: 101064W) as the Division Auditors to conduct theAudit of the Divisions of the Company for the Financial Year 2018-2019. The term"Branch Auditors" in respect of the said Auditors; as referred in the previousAnnual Reports; is to be ignored and be considered as inadvertently mentioned as theCompany do not have any Branches and has only its Divisions for ease in operations of theCompany.

(c) SECRETARIAL AUDITORS:

Pursuant to 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 has appointed M/s. SPANJ & Associates Practicing Company SecretariesAhmedabad to conduct Secretarial Audit for the Financial Year 2018-2019.

Your Company has received consent from M/s. SPANJ & Associates Practicing CompanySecretaries Ahmedabad to act as the auditor for conducting audit of the SecretarialRecords for the Financial Year 2018-2019.

The Secretarial Audit Report of M/s. SPANJ & Associates Practicing CompanySecretaries for the Financial Year ended 31st March 2018 is annexed as"Annexure- B" and further there is no secretarial audit qualification adverseremark or disclaimer.

(d) COST AUDITORS:

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. V.Melwani & Associates Practicing Cost Accountants have been appointed as Cost Auditorsto conduct the audit of cost records of the Company for the Financial Year 2018-2019. TheCompany has received consent from M/s. K. V. Melwani & Associates Practicing CostAccountants to act as the Cost Auditor for conducting audit of the cost records for theFinancial Year 2018-2019 along with a certificate confirming their independence and armRsslength relationship.

The Ordinary Resolution seeking approval from members for remuneration payable to thesaid Cost Auditor forms a part of the Notice of this Annual General Meeting.

(e) INTERNAL AUDITORS:

Pursuant to provisions of Section 138 and all other applicable provisions of theCompanies Act 2013 read with the Companies (Accounts) Rules 2014 the Board ofDirectors has appointed M/s. Jagdish Verma & Company Chartered Accountants Ahmedabad(FRN: 103837W) as Internal Auditors of the Company for the Financial Year 2018-2019.

Further there were no audit qualification reservation adverse remark or disclaimerin the Internal Auditor Report provided by "M/s Jagdish Verma & Company" forthe Financial Year 2017-2018.

13. CORPORATE SOCIAL RESPONSIBILITY (CSR):

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://www.jindaltextNes.com/investor-data/policies/CSR_POLICY.pdf"

The composition number and dates of meeting held attendance of the members of theCommittee at the meeting are given separately 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" to the DirectorsReport which forms an integral part of this Annual Report.

14. NOMINATION AND REMUNERATION POLICY:

Pursuant to provisions of Section 178 of the Companies Act 2013; the Board ofDirectors has framed a policy which lay down a framework in relation to remuneration ofDirectors Key Managerial Personnel and Senior Management of the Company. This policy alsolays down criteria for selection and appointment of Board Members. The details of thispolicy are explained in the Corporate Governance Report.

15. DIVIDEND DISTRIBUTION POLICY :

Pursuant to Regulation 43A of the SEBI (LODR) Regulations 2015 top five hundredlisted entities based on market capitalization are required to formulate a DividendDistribution Policy. Accordingly your Company is not required to formulate the DividendDistribution Policy.

16. 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 as below:

a. ) Strategic Risks which includes geographical concentration of its manufacturingcapacity reputational

risk changing customer preference from cotton to blends & business continuityplanning. Emerging businesses capital expenditure for capacity expansion etc are normalstrategic risks faced by the Company. However the Company has well-defined processes andprocedures for obtaining approvals for investments in new businesses and capacityexpansions.

b. ) Regulatory Risks which include changes in taxation regime bilateral/multilateraltrade agreements

government policies with respect to textiles & regulatory compliances. The Companybusiness may be affected by interest rates changes in Government policy taxation andother economic developments in the Indian and overseas market in which the Companyoperates.

c. ) Commodity Risks which is exposed to the risk of price fluctuations of rawmaterials as well as

finished goods. The Company proactively manages these risks through forward bookinginventory management and proactive vendor development practices. The Company reputationfor quality product differentiation and service coupled with the existence of powerfulbrand image with a robust marketing network mitigates the impact of price risk on finishedgoods.

d. ) Financial Risks Volatility in financial markets including fluctuations in foreignexchange rates and

interest rates impact the Company cash flows including debt financing. With operationsin many countries and time gap between bidding and award of Contracts any adversemovement in any particular currency can adversely impact financials. In the presentuncertain time it becomes more difficult to judge the market and take appropriatedecision.

e. ) Operational Risks The Company operations and financial condition could beadversely affected if it

is unable to successfully implement its growth strategies. Competition from others orchanges in the products or processes of the Company customers could reduce market pricesand demand for the Company products thereby reducing its cash flow and profitability.

The Risk Management Policy has been developed accordingly and approved by the SeniorManagement in accordance with the business strategy.

Pursuant to Regulation 21 of the SEBI (LODR) Regulations 2015 the Company is notrequired to constitute a Risk Management Committee as it is applicable only on Top 100Listed Entities as may be prescribed by the Exchanges.

17. 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" and formsan integral part of this Report.

18. 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 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014in respect of Directors/ employees of your Company is set out in "Annexure -E"to this report.

19. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Pursuant to Regulation 34(2)(e) and Schedule V of SEBI (LODR) Regulations 2015 theManagement Discussion and Analysis Report forms an integral part of this Report andannexed as "Annexure-F" and provides the details of the overall industrystructure economic developments performance and state of affairs of your Company variousbusinesses viz. analysis and review of global and Indian textile industry industrial andhome improvement business internal controls and their adequacy risk management systemsand other material developments during the Financial Year 2017-2018.

20. 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 Statutory Auditorsconfirming the compliance of the same.

21. INFORMATION & PERFORMANCE OF SUBSIDARY JOINT VENTURES OR ASSOCIATE COMPANIES:

During the Financial Year under review; the Company has made the investment by way ofacquisition of equity shares of various Private Companies as detailed below and as aresult of which the said Companies have become the Wholly Owned Subsidiaries / Subsidiary:

List of Companies in which investment made during the Financial Year 2017-2018 :

Sr. No Name of Company Effective

Date

No. of Shares Share

Price

(Face

Value)

Total Investment Reason for acquisitions
1. Balaji Weft Private Limited (Subsidiary Company - with 60.44% holding) 06th

September

2017

8418608

equity

shares

10/- Rs 84186080/- [8418608 Equity Shares of Rs 10/- each are acquired at par aggregating to Rs 84186080/- as the cost of acquisition] Object-Acquisition of Shares of a closely held Company for better expansion of Business and to further strengthen the position of the Company in weaving segment of Denim Industry.
2. Saroj Weavers Private Limited (Wholly Owned Subsidiary) 27th

October

2017

4010000

equity

shares

10/- Rs 40100000/-

[4010000 Equity Shares of Rs 10/- each are acquired at par aggregating to Rs 40100000/- as the cost of acquisition.]

Object-Acquisition of Shares of a closely held Company for better expansion of Business and to further strengthen the position of the Company in weaving segment of Denim Industry.
3. Niharika Threads Private Limited

(Wholly Owned Subsidiary)

02nd

November

2017

7010000

equity

shares

10/- Rs 70100000/- [7010000 Equity Shares of Rs 10/- each are acquired at par aggregating to Rs 70100000/- as the cost of acquisition.] Object-Acquisition of Shares of a closely held Company for better expansion of Business and to further strengthen the position of the Company in manufacturing segment of Denim Industry.
4. Jindals Retail House Private Limited

(Wholly Owned Subsidiary)

10th

January

2018

10000

equity

shares

10/- Rs 100000/-

[10000 Equity Shares of Rs 10/- each are acquired at par aggregating to Rs 100000/- as the cost of acquisition.]

Object-Acquisition of Shares of a closely held Company for better expansion of Business and to further strengthen the position of the Company in the retail segment of Textile Industry.
5. Jindal Denim (India) Private Limited

(Wholly Owned Subsidiary)

1st March 2018 10000

equity

shares

10/- Rs 760000/-

[10000 Equity Shares of Rs 76/- each (i.e. FV @ Rs10/- & Premium @ Rs 66/-) are acquired at premium aggregating to Rs 760000/- as the cost of acquisition]

Object-Acquisition of Shares of a closely held Company for better expansion of Business and to further strengthen the position of the Company in the Denim segment of Textile Industry.

In addition to above investments made; the Company has continued to held its investmentin M/s. Jindal Shirtings Private Limited and thus it remains to be the Wholly OwnedSubsidiary of the Company as at 31st March 2018.

The Company had duly availed the in-principal investment approval of the Board ofDirectors in the respective Board Meeting held in regard to the proposal of acquisitionof equity shares of above Companies under Section 186 of the Companies Act 2013.

Further during the Financial Year under review the Company has disposed off itsinvestment held in equity shares of its Associate Company "M/s. Jindal SyntheticsLimited" of 512500 equity shares vide the approval of the Board of Directors in themeeting held on 12th December 2017. Thus M/s. Jindal Synthetics Limitedceases to be an Associate Company of the Company w.e.f. 23rd December 2017.

The Company has made necessary disclosures to Stock Exchanges under SEBI (LODR)Regulations 2015 in respect to the new subsidiaries/ wholly owned subsidiaries Companiesand in respect of the disposal of investment held in one of its Associate Company.

The Consolidated Financial Statements of the Company are prepared in accordance withIndian Accounting Standards (Ind-AS) specified under Companies (Indian AccountingStandard) Rules 2015 prescribed under Section 133 of the Companies Act 2013 and forms anintegral part of this Annual 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 Wholly Owned Subsidiary Company/Subsidiary Company /Associate Company/JointVentures (if any) are provided in Form AOC-1 which forms an integral part of this AnnualReport as a part of consolidated financial statements.

In accordance with the provisions of Section 136(1) of the Companies Act 2013 theAnnual Report of the Company containing therein the Standalone and the ConsolidatedFinancial Statements are placed on the website of the Company"www.jindaltextiles.com" alongwith the Audited Annual Accounts of each of theWholly Owned Subsidiary Company/Subsidiary Company /Associate Company/Joint Venture (ifany).

Any shareholder interested in obtaining a copy of the Audited Annual Accounts of theWholly Owned Subsidiary Company/Subsidiary Company /Associate Company/Joint Venture (ifany) may write to the Company Secretary at the Company registered office.

22. MATERIAL CHANGES:

DURING THE YEAR:

• Sub-Division/ Stock Split Of Equity Shares Of The Company :

During the Financial Year under review the Board of Directors of the Company hasconsidered and approved the Sub-Division (Split) of Equity Shares of the Company from theexisting FV. of Rs 10/- per Equity Share to FV. of Rs 5/- per Equity Share as per Section61(1)(d) of the Companies Act 2013; vide approval of shareholders through the procedureof Postal Ballot the details of which forms part of the Corporate Governance Report.Further the same became effective from 27th December 2017 being the recorddate of the Corporate Action taken place by the Company.

Accordingly new ISIN INE247D01021 has been activated in place of the INE247D01013.

DURING THE PERIOD FROM THE END OF THE FINANCIAL YEAR 31st MARCH. 2018 TODATE OF THIS REPORT:

• Indirect Subsidiaries Company -

The Wholly Owned Subsidiary Companies of the Company i.e M/s Jindal Shirtings PrivateLimited M/s Saroj Weavers Private Limited and M/s Niharika Threads Private Limited hadmade investments by way of acquiring the Equity Shares of the M/s Yash Weavers LimitedM/s Yash Exports (India) Private Limited and M/s Gayatri Weavers Private Limited respectively.

Accordingly the two Companies i.e. M/s Gayatri Weavers Private Limited & M/s YashWeavers Limited has become the indirect wholly owned Subsidiaries of Jindal WorldwideLimited w.e.f. 28th June 2018 & w.e.f 26th June 2018;respectively.

The Company M/s Yash Exports (India) Private Limited has become the indirect Subsidiaryof Jindal Worldwide Limited w.e.f. 27th June 2018.

• Sub-Division/ Stock Split Of Equity Shares Of The Company :

The Board of Directors of the Company in its Board Meeting held on 13thAugust 2018 has considered and approved the proposal of Sub-Division (Split) of EquityShares of the Company from the existing FV. of Rs 5/- per Equity Share to FV. of Rs 1/-per Equity Share as per Section 61(1)(d) of the Companies Act 2013; subject to approvalof the Members of the Company in the ensuing Annual General Meeting. There were no othermaterial changes or commitments which affected the financial position of the Company whichhave occurred between the end of the Financial Year and the date of this Report.

23. CHANGES IN SHARE CAPITAL:

The paid up Equity Share Capital as at 31st March 2018 stood at Rs 20.05Crores. However due to Stock-Split/ Sub-Division the FV. of Rs 10 /- each was sub-dividedto FV. of Rs 5/- each resulting the below mentioned prepost Share Capital Structure :

Pre & Post Stock Split - Share Capital Structure (including Capital & No of Shares):
Type of Capital

Pre

Post

No. of Shares Face Value (in Rs) Total Share Capital (in Rs) No. of Shares Face Value (in Rs) Total Share Capital (in Rs)
Authorized Share Capital 30000000 10/- 300000000/- 60000000 5/- 300000000/-
Issued Paid Up and Subscribed Capital 20052040 10/- 200520400/- 40104080 5/- 200520400/-

During the Financial Year under review the Company has not issued shares withdifferential voting rights nor has granted any stock options or sweat equity. As on 31stMarch 2018 none of the Directors of the Company hold instruments convertible into equityshares of the Company.

24. MEETINGS OF THE BOARD:

The details of the number of meetings of the Board held during the Financial Year2017-2018 forms part of the Corporate Governance Report.

25. BOARD OF DIRECTORS :

Pursuant to the provisions of Section 152 of the Companies Act 2013 and the CompanyArticles of Association Mr. Jitendra Agrawal (DIN: 00243327) Non-Executive Directorretires by rotation at the ensuing Annual General Meeting and being eligible offershimself for re-appointment. The Board recommends his re-appointment for the considerationof the Members of the Company at the ensuing Annual General Meeting.

During the Financial Year under review in order to have the optimum composition ofIndependent Directors on the Board of Directors as per the Companies Act 2013 and SEBI(LODR) Regulations 2015 Mr. Shrikant N. Jhaveri was appointed as Additional Director ofthe Company designated under category of Independent Director w.e.f 10th May2017 and was regularized as Independent Director with the approval of shareholders in theAnnual General Meeting held on 27th September 2017 for a term of one year.

Further the Board of Directors at their meeting held on 03rd May 2018 hasconsidered approved the re-appointment of Mr. Shrikant N. Jhaveri as an IndependentDirector of the Company to hold office for the second consecutive term for the period of 5years w.e.f. 10th May 2018 to 09th May 2023 subject to theapproval of shareholders in the ensuing Annual General Meeting.

Pursuant to SEBI (LODR) (Amendment) Regulations 2018 to be effective from 1stApril 2019 the Board of Directors at their meeting held on 13th August 2018has considered and approved for continuing the directorship of Mr. Shrikant N. Jhaveri asthe Independent Non-Executive Director on the Board of the Company on or after attainingthe age of 75 Years during his term of re-appointment w.e.f. 10th May 2018 to09th May 2023 subject to the approval of the members in the ensuing AnnualGeneral meeting.

Pursuant to Section 160 of the Companies Act 2013; a notice from the member signifyingthe candidature of Mr. Shrikant N. Jhaveri as an Independent Director and intention topropose his re-appointment as Independent Director of the Company was duly received by theCompany.

In addition for more efficient operations and management of the Company Ms. ManeeshaJha Thakur was appointed as Additional Director of the Company designated under categoryof Independent Director w.e.f 11th August 2017 and was regularized as anIndependent Director with the approval of shareholders in the Annual General Meeting heldon 27th September 2017 for a term of one year. However due to herpreoccupations she has resigned from the Board w.e.f. 3rd May 2018 . TheBoard of Directors placed on record her appreciation for the contribution made to theCompany.

All Independent Directors of the Company have given declarations as required underSection 149 (7) of the Companies Act2013 that they meet the criteria of independence aslaid down under Section 149(6) of the Companies Act 2013 and Regulation 16 (b) of SEBI(LODR) Regulations 2015.

None of the Directors have disqualified under Section 164 of the Companies act 2013and the disclosure to that effect was duly received by the Company .

Appropriate resolutions for the re-appointment of Directors are being placed for yourapproval at the ensuing Annual General Meeting . Pursuant to the Section 152 of theCompanies Act 2013 Regulation 36 of the SEBI (LODR) Regulations 2015 and SecretarialStandards-2 issued by ICSI the brief resume of the Directors and other relatedinformation has been detailed in Note No. 24 in the Notice convening the 32ndAnnual General Meeting of your Company.

26. 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

27. 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 BoardRss 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 been effectively carriedout at the separate meeting of the Independent Directors of the Company. Further theperformance evaluation of the Chairman and the Non-Independent Directors was carried outby the Independent Directors. The Board of Directors expressed their satisfaction with theevaluation process.

28. DIRECTORSRs 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 2018 and ofthe profit and loss of the Company for the Financial Year ended 31st March2018;

(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 Rsgoing concernRs 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.

29. COMMITTEES OF THE BOARD:

The Board of Directors has the following Committees:

a. ). Audit Committee

b. ). Nomination and Remuneration Committee

c. ). StakeholdersRs Relationship Committee

d. ). Corporate Social Responsibility Committee

e. ). Operational Committee

The details of the Committees along with their composition number of meetings held andattendance at the meetings are provided in the Corporate Governance Report forming part ofthis Annual Report.

30. VIGIL MECHANISM:

The Vigil Mechanism of the Company which also incorporates a whistle blower policy incompliance with the provisions of Sections 177(9) & 177(10) of the Companies Act 2013and Regulation 22 of the SEBI (LODR) Regulations 2015 includes an Ethics &Compliance Task Force comprising senior executives of the Company. Protected disclosurescan be made by a whistle blower through an e-mail or a letter to the Task Force or to theChairman of the Audit Committee. The Vigil Mechanism and Whistle Blower Policy may beaccessed on the Company website.

31. INTERNAL CONTROL SYSTEMS AND ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH RESPECTTO THE FINANCIAL STATEMENTS:

The Company has a robust and an adequate system of internal control in place which hasbeen designed to provide a reasonable assurance with regard to maintaining of properaccounting controls monitoring of operations protecting assets from unauthorized use orlosses compliance with regulations and for ensuring reliability of financial reporting.

The Company operates through ERP system and has implemented adequate internal financialcontrols for achieving efficiency in operations optimum utilization of the Companyresources effective monitoring systems and compliance with laws and regulations.

The Internal Auditors of the Company M/s. Jagdish Verma & Company CharteredAccountants Ahmedabad conducts a risk-based audit with a view to not only test adherenceto laid down policies and procedures but also to suggest improvements in processes andsystems.

Internal audit observations and recommendations are reported to the Audit Committeewhich actively reviews the adequacy and effectiveness of the internal control systems andsuggests improvements to strengthen the same which provides assurance to its stakeholdersthrough regular focused risk reviews and audits that the Internal Controls areadequately designed and deployed to manage the key business risks of the Company and areoperating effectively.

The Audit Committee is entrusted with the responsibility of assuring the Management andon the adequacy of RsInternal Financial ControlsRs (IFC) in the Company. Periodically theAudit Committee takes cognizance of the significant risk assessment processes auditplans reported observations recommendations and adequacy of Internal Controls andprovides directions and guidance including external benchmarking of best practices forfurther action if any.

32. ENVIRONMENT HEALTH AND SAFETY:

The Company aims to conduct its business in a safe and environmentally sustainablemanner that promotes the health of our employees customers community and the environmentand that meets that meets global Environmental Health and Safety (EHS) requirements. Itaims to minimize waste and emissions reuse and recycle materials promote renewableenergy use reduce greenhouse gas emissions and conserve energy and water whereverfeasible to minimize our impact on the environment. It has established health and safetystandards that create a safe and healthy workplace by working continuously to reducehazards and risks in order to prevent work place injuries and illnesses.

Your Company is conscious of the importance of environmentally clean and safeoperations and thus it has a policy which requires conduct of operations in such a mannerso as to ensure safety of all concerned compliances of environmental regulations andpreservation of natural resources.

33. SEXUAL HARASSMENT :

Your Company is committed to provide safe and conducive working environment to all itsemployees and has zero tolerance for sexual harassment at workplace. Pursuant to theSexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013your Company formulated and implemented a policy on prevention of sexual harassment atworkplace with a mechanism of lodging complaints and has constituted Internal ComplaintsCommittee to redress complaints regarding sexual harassment. During the year under reviewno complaints were reported in this regard.

34. MAINTAINENCE OF COST RECORDS :

Pursuant to the Section 148 of the Companies Act 2013 your Company is under therequirement of maintaining the Cost Records as specified by the Central Government underSub-Section (1) Of Section 148 of the Companies Act 2013 and accordingly such accountsand records are being made and maintained by the Company for the Financial Year 2017-2018; the Cost Audit of which was carried out by the Cost Auditor of the Company M/s. K.V.Melwani & Associates.

35. PARTICULARS OF LOANS GUARANTEES OR INVESTMENT UNDER SECTION 186 OF THE COMPANIESACT 2013:

Details of Loans granted Guarantees given and Investments made during the FinancialYear under review as covered under the provisions of Section 186 of the Companies Act2013 are disclosed in the Notes to Financial Statements.

36. 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 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....the 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. Duringthe year under review the Company has approached "KPMG" one of the big 4 auditfirms of the world for conducting a major seminar and training session on GST for itsemployees and senior management/personnel. This is a part of Corporate HR function and isa critical pillar to support the organizationRss growth and its sustainability in the longrun. Further in order to foster high performance culture in the organization aninitiative was taken by the HR and an RsEmployee Rewards and Recognition ProgramRs wasdesigned to appreciate employees whose performance is outstanding either individually orthrough team that contribute to the overall objectives of the organization.

The industrial relations continued to be generally peaceful and cordial.

37. CREDIT RATING :

The credit ratings of your Company for the bank credit facilities of the Financial Year2017-2018 was strengthened during the year under review. It was "BWR A+" forFund based Credit Facilities and "BWR A1" for Non-Fund Based Credit Facilitiesaggregating to Rs 431.30 Crores. The same was reviewed by "Brickworks Ratings IndiaPrivate Limited".

However the aforesaid bank credit facilities were duly revised after the end of theFinancial Year under review aggregating to Rs 589.90 Crores and the credit rating for saidfacilities was accordingly reviewed and strengthened by "Brickworks Ratings IndiaPrivate Limited" to "BWR AA-" for Fund based Credit Facilities and"BWR A1+" for Non-Fund Based Credit Facilities.

38. CODE OF CONDUCT:

The Board of Directors of the Company has laid down the Code of Conduct for all theBoard of Directors and Senior Managerial Personnel of the Company who have confirmed thecompliance of same for the Financial Year 2017-2018. The Code of Conduct is placed on thewebsite of the Company. A declaration to the effect by the Managing Director is annexed tothe Corporate Governance Report.

39. CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SUB-SECTION (1) OFSECTION 188:

During the Financial Year 2017-2018 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 armRss length basis and in accordance with theprovisions of the Companies Act 2013 read with the Rules issued thereunder and the SEBI(LODR) Regulations 2015.

All transactions with related parties were reviewed and approved by the AuditCommittee. Further there were no transactions with related parties which qualify asmaterial transactions under the Regulation 23 of SEBI (LODR) Regulations 2015.

Pursuant to Section 134 (3) (h) of the Companies Act 2013 a statement showingparticulars as "Not Applicable" of the contracts and arrangements with relatedparties under Section 188(1) of the Companies Act 2013 is annexed to the said Report as"Annexure-G" in the prescribed Form-AOC-2.

The details of the related party transactions as per Indian Accounting Standard 24 areset out in Note No. 46 to the Standalone Financial Statements and Note No. 48 to theConsolidated Financial Statements which forms part of this Annual 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 website.

40. COMPANY LISTED AT:

The Equity Shares of your Company are listed at the BSE Limited and the National StockExchange of India Limited. The Listing fees of both the Stock Exchanges has been duly paidupto Financial Year 2018-2019. Further the Company complies with the provisions of theSEBI (LODR) Regulations 2015 on a regular basis.

41. BUSINESS RESPONSIBILITY REPORT:

The Business Responsibility Reporting as required by Regulation 34(2)(f) of the SEBI(LODR) Regulations 2015 is not applicable to your Company for the Financial Year ending31st March 2018 as it does not fall under Top 500 Listed Entities prescribedby the Exchanges.

42. 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.

43. ACKNOWLDEGEMENT:

Your Directors wish to express their sincere thanks to all the business associates itsmanagement statutory authorities Government Bankers Stock Exchanges and to theInvestors/Shareholders for their unstinting support and continued trust and confidencereposed in the service of our Company. The Directors also extend their deep gratitude andappreciation to the dedicated employees for their committed services hard work and formore determination to succeed while overcoming any challenges that may emerge on the wayas we begin in the next phase of our journey into the future.

We look forward to your continued support to pursue excellence and grow year after yearin our shared mission and objective of being one of the best textile Company in the world.

By Order of the Board of Directors
(Dr. Yamunadutt Agrawal)
Place : Ahmedabad Chairman/ Director
Date : 13th August 2018 DIN: 00243192