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Jindal Worldwide Ltd. Directors Report
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You can view full text of the latest Director's Report for the company.
Market Cap. (Rs.) 6268.27 Cr. P/BV 9.64 Book Value (Rs.) 32.41
52 Week High/Low (Rs.) 437/268 FV/ML 1/1 P/E(X) 54.17
Bookclosure 07/08/2023 EPS (Rs.) 5.77 Div Yield (%) 0.06
Year End :2023-03 

With an immense pleasure, the Board of Directors of your Company presents the 37th Annual Report of the Company together with the Audited Financial Statements for the Financial Year ended March 31,2023.

1. Financial Highlights

The summarized comparison of Audited Standalone & Consolidated Financial Performance of the Company for the Financial Year 2022-2023 and the Financial Year 2021-2022 is given below:

(Rs. in Lacs except EPS)

Particulars

Standalone

Consolidated

2022-2023

2021-2022

2022-2023

2021-2022

Revenue from Operations & Other Income (Total Income)

2,15,050.52

2,58,930.68

2,07,149.88

2,56,453.58

Less: Operating and Administrative Expenses

1,93,147.47

2,37,169.51

1,83,171.80

2,34,284.47

Profit Before Interest, Tax & Depreciation (EBITDA)

21,903.05

21,761.17

23,978.08

22,169.11

Less: Finance Cost

4,200.15

4,459.32

5,180.22

4,493.19

Less: Depreciation & Amortization Expenses

2,507.17

2,848.42

3,392.91

3,038.38

Less: Income Tax (Including Deferred Tax)

3,784.63

3,600.56

3,833.38

3,663.79

Less: Extraordinary Items & Exceptional Items

0.00

0.00

0.00

0.00

Add: Profit from Associates

--

--

0.10

(53.99)

Net Profit/(Loss) After Tax (PAT)

11,411.09

10,852.86

11,571.67

10,919.76

Profit/ (Loss) brought forward from Previous Year

0.00

0.00

0.00

0.00

Less: Profit Share of Non-Controlling Interest

--

--

0.00

0.00

Other comprehensive income

50.41

905.12

50.41

905.12

Profit/(Loss)After Tax for the period comprising other comprehensive income

11,461.50

11,757.98

11,622.08

11,824.89

Equity Shares (at the F.V. of ' 1/- each )

2,005.20

2,005.20

2005.20

2,005.20

Earning Per Equity Share - Basic & Diluted

5.69

5.41

5.77

5.45

2. Key Highlights on Financial Performance* Standalone

Total Income: The total income decreased by 16.95% to ' 2,15,050.52 Lacs in comparison to ' 2,58,930.68 Lacs of Previous Financial Year 2021-2022.

EBIDTA: The EBIDTA signified a growth of 0.65% to ' 21,903.05 Lacs in comparison to ' 21,761.17 Lacs of Previous Financial Year 2021-2022.

PAT: The PAT of the Company had a drastic growth momentum to 5.14% to ' 11,411.09 Lacs in comparison to 10,852.86 Lacs of Previous Financial Year 2021-2022.

* Consolidated

Total Income: The total income decreased by 19.23% to ' 2,07,149.88 Lacs in comparison to ' 2,56,453.58 Lacs of Previous Financial Year 2021-2022.

EBIDTA: The EBIDTA signified a growth of 8.15% to ' 23,978.08 Lacs in comparison to ' 22,169.1 1 Lacs of Previous Financial Year 2021-2022.

PAT: The PAT of the Company decreased by 5.97% to ' 11,571.67 Lacs in comparison to ' 10,919.76 Lacs of Previous Financial Year 2021-2022.

3. Basis of preparation of Financial Statements

The Annual Standalone & Consolidated Audited Financial Statements for the Financial Year 2022-2023, forming part of this Annual Report, have been prepared in accordance with Indian Accounting Standards (Ind-AS) notified under Section 133 of the Companies Act, 2013 read with Companies (Indian Accounting Standard) Rules, 2015 and requirements of Division II of Schedule III of Companies Act, 2013 and applicable Rules (hereinafter referred to as "the Act") and in accordance with applicable regulations of Securities and Exchange Board of India (Listing Obligations and Disclosures Requirement) Regulations, 2015 (hereinafter referred to as the "Listing Regulations").

Pursuant to Section 129(3) of the Act read with Rule 5 of the Companies (Accounts) Rules, 2014, the statement containing salient features of the financial statements of Wholly Owned Subsidiary Company/Subsidiary Company (ies)/Associate Company are provided in Form AOC-1 which forms an integral part of this Annual Report as "Annexure A" and as a part of Consolidated Financial Statements.

In accordance with the provisions of Section 136(1) of the Act, the Company has placed on its website www.jindaltextiles.com the below:

• Annual Report of the Company including Standalone and Consolidated Financial Statements for the Financial Year 2022-2023, and

• Audited Financial Statements of Subsidiary Companies for the Financial Year 2022-2023.

These documents will also be available for inspection during working hours at the Registered Office of the Company at Ahmedabad, Gujarat. Any member interested in obtaining such document may write to the Company Secretary and the same shall be furnished on request.

4. Transfer to Reserves

The Company has not transferred any amount to the General Reserve for the Financial Year ended March 31,2023.

5. Dividend

Regardless of the various challenges, the year 2022-2023 was a year with highest revenues and profits in its operating history and thus due to the outstanding and remarkable financial performance of the Company into consideration and keeping the interest of our shareholders into concern and in line with the proven track record and practice of the Company, the Board of Directors at its meeting held on May 30, 2023 recommended a final dividend of ' 0.20/- per equity share of ' 1/- each for the Financial Year 2022-2023 amounting to ' 4.01 Crores, subject to the approval of Members at the ensuing Annual General Meeting of the Company. Further, the dividend, if declared with the approval of shareholders in the ensuing Annual General Meeting shall be paid to those members whose names appears in the Register of Members of the Company as the beneficial owners for availing dividend as per the list of Register of Members which shall be furnished by the Registrar & Transfer Agent of the Company as on record date i.e. Monday, July 31,2023.

The shareholders are requested to note that the information pertaining to the Tax Deduction at Source on dividends paid which have become taxable in the hands of shareholders w.e.f. April 1, 2020 in pursuance to the amendment in Finance Act, 2020, has been mentioned in the notes to the Notice of this Annual General Meeting forming part of the Annual Report. The same is also placed on the website of the Company.

6. Dividend Distribution Policy

The Company has formulated a Dividend Distribution Policy in accordance with Regulation 43A of the Listing Regulations which aims to bring fairness, sustainability and consistency in distributing profits to the shareholders. The Dividend Distribution Policy is placed on the website of the Company: https://www.jindaltextiles.com/investor-data/policies/JWL_DividednDistributionPolicy.pdf.

7. Business Expansion, Modernization & Innovation

The Company continues to expand its business operations by crossing new milestones of growth and creating value-added products in textile industry every year. Expansion, Innovation, Productivity with modernization into business operations are key areas of focus for the Company and are its strongest key pillars. During the year under review, the Company

has made itself successful in achieving its remarkable presence around the world and expanding its export footprints in various countries and thus achieving high quantum of exports with its continued efforts to expand its business growth, business operations and expansion of portfolio. Going forward and keeping in view the market growth, benefits and bright future of Electric Vehicle Market in India, the Company has made its investments in Jindal Mobilitric Private Limited, its Subsidiary Company, engaged into business of Electric Vehicle and had in the previous financial year, forayed into the Electric Vehicle segment by way of acquisition of a start-up Company with brand "Earth Energy". Thus, the Company’s unshrinked commitment is to serve customers and ensure that their needs are met even in adverse market conditions.

8. Corporate Governance

In order to maximize shareholders value on a sustainable basis, the Company has been constantly reassessing and bench marking itself with well-established Corporate Governance practices besides strictly complying with the requirements of Listing Regulations. Your Company remains committed to continuously adopt and adhere to the good corporate governance practices at its organization with an ultimate goal of making your Company a value driven organization and enhance stakeholders’ value. The Company aims to attain highest level of transparency, accountability and compliance with laws both in true letter and spirit, in all facets of operations, leading to the highest standards of Corporate Governance.

The Company makes due compliance of Corporate Governance guidelines and requirements of the Listing Regulations. In compliance with Regulations 17 to 22 and Regulation 34 of the Listing Regulations, a separate report on Corporate Governance, along with a certificate from the Statutory Auditors confirming the compliance of Corporate Governance requirements is annexed as "Annexure-B" to this report.

9. Management Discussion and Analysis Report

The Management Discussion and Analysis Report for the Financial Year 2022-2023, capturing Company’s business operations and performance review, global & Indian industry trends, key financial ratios, other material changes/ developments in the textiles Industry and future outlook of the Company’s businesses and other required details is annexed as "Annexure-C" which forms part of this Board Report.

10. Business Responsibility and Sustainability Report

SEBI vide Notification No. SEBI/HO/CFD/CMD-2/P/CIR/2021/562 dated May 10, 2021 has replaced the requirement of filing of Business Responsibility Report with Business Responsibility and Sustainability Report. Accordingly, the Company is pleased to present the 1st Business Responsibility and Sustainability Report (BRSR) for the Financial Year 2022-2023 which forms part of this Annual Report and is annexed herewith as "Annexure-D".

The 'Business Responsibility and Sustainability Report’ is also available on the website of the Company at http://www.iindaltextiles.com/investor-data/policies/.

11. Capital Projects for the 2022-2023

During the year under review, the Company has invested about '10.45 Crores in the ongoing projects mainly into routine capital expenditures in Fixed Assets. Apart from this, the Company has not made any Capital investment.

12. Code of Conduct

Pursuant to the provisions of Regulations 8 & 9 of SEBI (Prohibition of Insider Trading) Regulations, 2015, the Board of Directors has formulated, implemented and has in place a comprehensive "Code of Fair Disclosure of Unpublished Price Sensitive Information" & "Code of Conduct for Prevention of the Insider Trading" for regulating, monitoring and reporting the trading by Designated persons of the Company-which exemplifies the spirit of good ethics and governance and is applicable to the Designated personnel of the Company which includes Promoters, Promoter Group, Key Managerial Personnels, Directors, Senior Management and such other employees of the Company and others in fiduciary relationships and as may be approved by the Board of Directors, from time to time, based on the fact of having access to unpublished price sensitive information. The referred Code(s) lays down guidelines advising the Designated Personnels on procedures to be followed and disclosures to be made while dealing with the securities of the Company.

Further, the Board Members and Senior Management Personnel have affirmed compliance with the code of conduct. A declaration in regard to compliance with the Code of Conduct for the Financial Year 2022-2023 has been received by the Company from the Vice Chairman & Managing Director and is annexed to the Corporate Governance Report, which forms part of this Annual Report.

13. Directors' Responsibility Statement

In terms of Section 134(3)(c) of the Act in relation to financial statements of the Company for the year ended March 31,2023, the Board of Directors states that:

(a) in the preparation of the annual accounts, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

(b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31,2023 and of the profit and loss of the Company for the financial year ended March 31,2023;

(c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) the annual accounts / financial statements have been prepared on a 'going concern’ basis;

(e) proper internal financial controls are in place and are adequate and operating effectively;

(f) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

14. Environment, Health and Safety (EHS)

Your Company accords utmost importance to EHS at each and every stage of its business operations through its EHS Management System which provides a structured framework for managing the Environment and Occupation, Health & Safety risks and opportunities.

The Company is dedicated in providing a safe and healthy working environment to all its employees and workers. Our health and safety policy takes into account all occupational hazards and diligently undertakes efforts to propagate training on workplace safety. Further, Company's environmental approach also focuses on improving our existing processes and systems and adopting more efficient processes to reduce our carbon footprint and safeguard our natural resources.

The following, inter alia, forms part of Company's framework on EHS system:

• A robust and comprehensive Environment, Health and Safety (EHS) framework in place for safely managing Company’s business operations;

• Constant identification of EHS related risk and to undertake measures to reduce the same;

• Ensuring proper disposal of waste/ pollutant/ to minimize impact on environment and risk to employees;

• Promote renewable energy, reduce carbon footprints, reuse and recycle materials, minimize waste and emissions, conserve energy and natural resources and to ensure that operations and products of the Company do not have any negative impact on the environment;

• Encouraging innovation for prevention of pollution, injury and ill health;

• Establishment of systems and Standard Operating Procedures at work places to minimize the risk;

• Health and safety training to its employees/labor/contractors on periodic basis;

• Ensuring safe handling and storage of hazardous chemicals;

• Continually improving the Environmental, Health and Safety performance;

• Complying with all applicable legal, statutory & regulatory norms in relation to EHS.

15. Corporate Social Responsibility (CSR)

The CSR policy of the Company is based on concept of giving back to the society from which it draws its resources. The Company’s CSR Committee monitors the implementation of CSR policy and ensures that the CSR activities as mentioned in policy are in line with relevant Schedule of the Act and undertaken accordingly by the Company. The CSR Policy is available on the Company’s website on http://www.iindaltextiles.com/investor-data/policies/CSR_POLICY.pdf.

The brief outline of the CSR Policy of the Company and the activities undertaken by the Company on CSR during the year under review and relevant details are set out in "Annexure-E" which forms part of this Board Report.

Further, the composition, number and date of meetings held, attendance of the members of the CSR Committee meetings are given separately in the Corporate Governance report which forms part of this Annual Report.

16. Annual Return

As required under the provisions of Section 134(3)(a) and Section 92(3) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, (including any statutory modification(s) or re-enactment thereof, for the time being in force), the Annual Return in Form No. MGT-7 is placed on the website of the Company at https://www.iindaltextiles.com/investor-data/notice/Annual-Return-for-the-Financial-Year-2022-2023-Form-MGT-7.pdf.

17. Nomination and Remuneration Policy

In compliance with the provisions of Section 178 of the Act, the Nomination and Remuneration Policy of the Company has been designed to keep pace with the dynamic business environment and market linked positioning. The Policy has been duly approved and adopted by the Board pursuant to recommendations of Nomination and Remuneration Committee of the Company and is placed on the website of the Company at

http://www.iindaltextiles.com/investor-data/policies/NOMINATION_REMUNERATION_POLICY.pdf.

18. Risk Management Policy

Risk management is a continuous process across the organization designed to identify, assess and frame a response to threats that affect the achievement of its objectives. As per requirement of the Listing Regulations, Risk Management Committee has been constituted by the Company. The Company is aware of the risks associated with its business. It regularly analyses and takes corrective actions for managing / mitigating the same. The Company periodically reviews its process for identifying, minimizing and mitigating risks. The Board of Directors of the Company have framed a risk management policy and same is being adhered to by the Company.

The policy consists of three essential elements viz. Risk Assessment & Management, Risk Mitigation and Risk Monitoring - The Risk Management Policy is available on the website of the Company at https://www.iindaltextiles.com/investor-data/policies/JWL_RiskManaqementPolicy.pdf.

19. Vigil Mechanism/ Whistle Blower Policy

Your Company believes in conducting business affairs in a fair and transparent manner to foster honesty, integrity and ethical behavior via Vigil Mechanism/Whistle Blower Policy. The Company has established a robust Vigil Mechanism and adopted a Whistle Blower Policy in accordance with provisions of the Act and Listing Regulations, to provide a formal mechanism to the Directors and employees to report their concerns about unethical behaviour, actual or suspected fraud or violation of the Company’s Code of Conduct or ethics policy. The Policy provides adequate safeguards against victimization of employees and direct access to the Chairman of the Audit Committee. Further no personnel of the Company have been denied access to the Audit Committee during the year under review.

The Vigil Mechanism /Whistle Blower Policy is placed on Company’s website at http://www.iindaltextiles.com/investor-data/policies/VIGIL_MECHANISM_POLICY.pdf

20. Prevention of Sexual Harassment of Women at Workplace

The Company is committed to creating a safe and healthy work environment, where every employee is treated with respect and is able to work without fear of discrimination, prejudice, gender bias, or any form of harassment at the workplace.

The Company has in place a policy on prevention, prohibition and redressal of sexual harassment at workplace and has complied with the provisions relating to the constitution of Internal Complaints Committee in line with the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (as amended). During the year under review, no complaints on sexual harassment was received.

21. Human Resources and Industrial Relations

The Company continues to retain focus on core values of "Trust, Quality and Excellence" that drives the organization culture. Human Resource - the people - are the backbone of the Company, being the strongest foundation for any organization. Company's employees are its key strength, which has led the Company to achieve the results and various milestones in its journey. The Company believes that attracting, developing and retaining talent is crucial to organizational success. The Company has undrtaken several initiatives and programs to ensure employees, growth and developments. During the financial year under review, employee satisfaction and involvement, resulted in maintenance of harmonious and cordial Industrial Relations. The Human Resources function works as a strategic partner to the business of the Company at all times.

22. Auditors

(a) Statutory Auditors

The Independent Auditor’s Report on the Audited Standalone & Consolidated Financial Statements of the Company issued by M/s. Saremal & Company, Statutory Auditors of the Company for the Financial Year 2022-2023 has no audit qualifications, reservations, adverse remarks or disclaimer.

Further, the second term of appointment of existing Statutory Auditors of the Company i.e. M/s. Saremal & Co., (FRN 109281W) who were appointed under section 143(12) of the Act at the Annual General Meeting held on September 27, 2022 to hold the office for a term of 1 (one) year from the conclusion of 36th AGM till the conclusion of the 37th AGM to conduct the statutory audit for the Financial Year 2022-2023, will be expiring at the conclusion of the 37th AGM.

Accordingly, on completion of term of appointment of Statutory Auditors at the conclusion of the 37th AGM and pursuant to provisions of Sections 139, 141 & 142 of the Act and applicable Rules and other applicable provisions of the Act, the Board of Directors at its meeting held on May 30, 2023 has approved the appointment of M/s. Ravi Karia & Associates, Chartered Accountants as Statutory Auditors for a consecutive term of 2 (two) years from the conclusion of this 37th AGM till the conclusion of 39th AGM and to conduct the statutory audit for the Financial Year 2023-2024 and Financial Year 2024-2025, subject to the approval of shareholders of the Company at this ensuing AGM.

Further the Company has received written consent(s) and certificate(s) of eligibility from the proposed Statutory Auditors - M/s. Ravi Karia & Associates, Chartered Accountant in accordance with Sections 139 and 141 of the Act and applicable Rules and other provisions of the Act. Further, the Company has received confirmation from the proposed firm that they have been subjected to the peer review process of the Institute of Chartered Accountants of lndia (lCAl) and holds a valid certificate issued by the Peer Review Board of the ICAI. They have further confirmed that they are not disqualified to be appointed as the Statutory Auditors in terms of the Act and Rules made thereunder.

(b) Division Auditors

The Company is engaged in the Textile Sector and the main business activities related to manufacturing of Denim Fabric, Premium Printed Shirtings, Dyed Yarn, Bottom Weights etc. are operated through its various internal divisions as stated in the Notes to Financial Statements.

M/s. Zarana & Associates, Chartered Accountants, Ahmedabad (FRN: 143289W) the Division Auditors of the Company have carried out the Audit of the Divisions of the Company for the Financial Year 2022-2023.

Further, the Board of Directors of the Company has re-appointed M/s. Zarana & Associates, Chartered Accountants, Ahmedabad (FRN: 143289W) for conducting audit of the divisions of the Company for the Financial Year 2023-2024. Required consent to act as the Division Auditors of the Company has been received from the said Auditors on terms & conditions as mutually agreed upon between the Division Auditors and the Board / management of the Company.

(c) Secretarial Auditors

M/s. SPANJ & Associates, Company Secretaries, Ahmedabad, the Secretarial Auditors of the Company have conducted the audit of secretarial records for the Financial Year 2022-2023.

Annual Secretarial Audit Report

The Secretarial Audit Report is annexed as "Annexure-F-1" and forms part of this Board of Director's Report with no secretarial audit qualifications, reservations, adverse remarks or disclaimer therein for the Financial Year 2022-2023.

Annual Secretarial Compliance Report

Pursuant to Regulation 24A of Listing Regulations, Annual Secretarial Compliance Report of the Company for the financial Year ended March 31,2023 as received from M/s. SPANJ & Associates, Company Secretaries, Ahmedabad was submitted to the Stock Exchanges within the prescribed time framework. The same is annexed as "Annexure-F-2" forming part of this Board Report.

Certificate of Non-Disqualification of Directors under Schedule V(C)(10)(i) of Listing Regulations

In compliance with the provisions of Regulation 34(3) read with amended Schedule V (C)(10)(i) of Listing Regulations; the Company has obtained the certificate from M/s. SPANJ & Associates, Company Secretaries, Ahmedabad that none of the Directors on the Board of the Company have been debarred or disqualified from being appointed or continuing as Directors of Companies by SEBI / MCA or any such statutory authority and the same is annexed as part of Report on Corporate Governance, forming part of this Annual Report.

Further, the Board of Directors of the Company have re-appointed M/s. SPANJ & Associates, Company Secretaries, Ahmedabad for conducting audit of the secretarial records for the Financial Year 2023-2024. The required consent to act as the Secretarial Auditors of the Company has been received by the Company from M/s. SPANJ & Associates, Company Secretaries, Ahmedabad on terms & conditions as mutually agreed upon between the Secretarial Auditors and the Board / management of the Company.

(d) Cost Auditors

M/s. K. V. Melwani & Associates, Cost Accountants (FRN: 100497), Ahmedabad have conducted the audit of cost records of the Company for the Financial Year 2022-2023. Further there are no audit qualifications, reservations, adverse remarks or disclaimer in the Cost Audit Report for the Financial Year 2022-2023.

Further, the Board has re-appointed M/s. K. V. Melwani & Associates, Cost Accountants (FRN: 100497), Ahmedabad as Cost Auditors to conduct the audit of cost records of the Company for the Financial Year 2023-2024. The required consent along with certificate confirming their independence and arm’s length relationship has been received by the Company from the said Auditors.

The Ordinary Resolution seeking approval from members for ratification of remuneration to be paid to the said Cost Auditors for the Financial Year 2023-2024, forms part of the Notice of this Annual General Meeting.

(e) Internal Auditors

M/s. Jagdish Verma & Co., Chartered Accountants (FRN: 103837W), Ahmedabad have conducted the Internal Audit for the Financial Year 2022-2023. Further the report with no audit qualifications, reservation, adverse remark or disclaimer on Internal Auditor of the Company for the Financial Year 2022-2023 has been received.

Further, the Board has re-appointed M/s. Jagdish Verma & Co., Chartered Accountants (FRN: 103837W), Ahmedabad as Internal Auditors of the Company for the Financial Year 2023-2024. The required consent to act as the Internal Auditors of the Company for the Financial Year 2023-2024 has been received by the Company from the said Internal Auditors, on terms & conditions as mutually agreed upon between the Internal Auditors and the Board / management of the Company.

23. Internal Control Systems and adequacy of Internal Financial Controls with respect to the financial statements

The Company has in place adequate internal control system (including internal financial control system) commensurate with the size of its operations to ensure the systematic and efficient conduct of its business, including adherence to Company’s policies and procedures, the safeguarding of its assets, the prevention and early detection of frauds and errors, the accuracy and completeness of the accounting records and timely preparation of reliable financial information. The Company has a robust internal audit function which consist of professionally qualified chartered accountants. Internal control systems comprising of policies and procedures are designed to ensure sound management of Company’s operations, safe keeping of its assets, optimal utilization of resources, reliability of its financial information and compliance.

The Statutory Auditors and the Internal Auditors of the Company periodically reviews that the systems and procedures are in place with the growing size and complexity of Company’s business operations and suggests the improvements in processes and systems and also evaluates the efficacy and adequacy of internal control systems of the Company pertaining to financial reporting, its compliances with operating systems, accounting procedures and policies within the Company. During the year under review, no material or serious observation has been received from the either the Statutory Auditors or the Internal Auditors of the Company, citing inefficiency or inadequacy of such controls.

There was no instance of fraud during the year under review, which required the Statutory Auditors to report to the Audit Committee and / or Board under Section 143(12) of Act and Rules framed thereunder.

24. Conservation of Energy, Technology, Absorption and Foreign Exchange Earnings and Outgo

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo as stipulated under Section 134 of the Act read with the Companies (Accounts) Rules, 2014 (as amended from time to time), is set out herewith as "Annexure-G" to this Board Report.

25. Related Party Transactions

As part of Company’s philosophy of adhering to highest ethical standards, transparency and accountability and in compliance to provisions of Section 188 of the Act and Regulation 23 of Listing Regulations all the contracts/ arrangements/ transactions entered into by the Company with related parties were in the ordinary course of business and on an arm’s length basis for the financial year under review. The Company has not entered into material contracts or arrangements or transactions with related parties in accordance with Section 188 of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014 (as amended).

The statement of related party transactions are periodically placed before the Audit Committee for review and approval, as required under the Act and Listing Regulations.

In compliance with Regulation 23 of Listing Regulations, the Company had submitted the half yearly disclosures of related party transactions to the Stock Exchanges within the prescribed framework under Listing Regulations.

Pursuant to provisions of Section 134 (3)(h) of the Act, a statement showing particulars of contracts and arrangements with related parties under Section 188(1) of the Act in the prescribed Form-AOC-2 is annexed to the Board Report as "Annexure-H".

During the year under review, there were no materially significant Related Party Transactions made by the Company with its Promoters (except mentioned below), Directors or the Management or their relatives and with its subsidiaries, associate company that may have potential conflict with interest of the Company and requiring shareholders’ approval under Listing Regulations.

Pursuant to Schedule V, Part A, Para 2A of Listing Regulations, the list of Related Party Transactions entered into by the Company with the promoters of the Company holding 10% or more shareholding in the Company is as follows:

Sr.

No.

Names of Promoter who holds more than 10% shareholding

% of

shareholding

Amount of Transaction

Nature of Transaction

1.

Mr. Amit Agrawal

19.40%

' 1,14,13,300/-

Director's Remuneration & Salary

2.

Ms. Madhulika Agrawal

14.98%

NIL

NA

3.

Dr. Yamunadutt Agrawal

13.06%

NIL

NA

The above disclosure along with other details of the Related Party Transactions as per Indian Accounting Standards (IND-AS 24) are set out in Notes to the Standalone & Consolidated Financial Statements of the financial year under review, which forms a part of this Annual Report.

In line with the provisions of the Act and Listing Regulations, the Board has approved the policy on Related Party Transactions and is available on the website of the Company at

http://www.jindaltextiles.com/investor-data/policies/RELATED_PARTY_TRANSACTION_POLICY.pdf

26. Disclosure relating to Remuneration of Directors, Key Managerial Personnel and Particulars of Employees

The details of remuneration of Directors, Key Managerial Personnel and Particulars of Employees and other information required under Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is set out in "Annexure -I" which forms part of this Board Report.

27. MATERIAL CHANGES? DURING THE YEAR

There were no other material changes or commitments which affected the financial position of the Company which have occurred between the end of the financial year and the date of this Report except separately stated in this Report and as mentioned below:

ACQUISITION OF COMPANIES

During the financial year under review, the Company had made investment in equity shares of Jindal Mobilitric Private Limited and Goodcore Spintex Private Limited in the manner as mentioned below and as a result of which Jindal Mobilitric Private Limited has become the Subsidiary Company of the Company and Goodcore Spintex Private Limited has become the Wholly Owned Subsidiary Company.

Sr.

No

Name of Companies

No of equity shares acquired

Book value per share (?)

Total amount of investment

Effective

date

% of holding Postinvestment

Resultant effect on Jindal Worldwide Limited

1.

Jindal Mobilitric Private Limited

9,250 equity shares

10/-

' 92,500/-

April 25, 2022

92.5%

Subsidiary Company of Jindal Worldwide Limited

2.

Goodcore Spintex Private Limited

1,00,00,000 equity shares

10/-

' 10,00,00,000/-

May 3, 2022

100%

Wholly Owned Subsidiary Company of Jindal Worldwide Limited

There were no other material changes or commitments which affected the financial position of the Company which have occurred between the end of the Financial Year and the date of this Report.

28. Information of Subsidiary / Wholly Owned / Joint Ventures / Associate Companies

The Company holds investment in below mentioned Wholly Owned Subsidiaries, Subsidiary and Associate as at March 31,2023. Which is also provided in AOC-1 Annexure - A to Board Report

Sr.

No.

Names of Company

% of holding

Category

1.

Planet Spinning Mills Private Limited

100%

Wholly Owned Subsidiary

2.

Goodcore Spintex Private Limited (w.e.f. May 3, 2022)

100%

Wholly Owned Subsidiary

3.

Jindal Mobilitric Private Limited (w.e.f. April 25, 2022)

92.5%

Subsidiary

4.

Kashyap Tele-Medicines Limited

31.25%

Associate

29. BOARD MEETINGS

During the financial year under review, the Board of Directors of the Company met for 5 (five) times for considering and approval of various agenda items of the Company, which were circulated well in advance to the Board. The details of the meetings viz. dates, number of meeting held, attendance details etc. are mentioned in the Corporate Governance Report, which forms part of this Annual Report.

30. KEY MANAGERIAL PERSONNEL

The Company is having dynamic, qualified, experienced, committed and versatile professionals in the Management of the Company who are designated as 'Key Managerial Personnel (KMPs)’ in compliance with applicable provisions. For the year under review, below are the details of the Key Managerial Personnels of the Company:

Sr.

No.

Name

Designation

1.

Mr. Amit Agrawal

Vice Chairman & Managing Director-Executive

2.

CA Vikram Oza

Non-Executive Non Independent Director & Chief Financial Officer

3.

CS Kiran Geryani (till October 7, 2022)

Company Secretary & Compliance Officer

4.

Chetna Dharajiya (w.e.f. February 13, 2023)

Company Secretary & Compliance Officer

31. BOARD OF DIRECTORS

The Board of Directors of the Company are fully committed to steer the organization for long-term success through setting

of strategies, delegating responsibilities and providing an overall direction to the business, while effectively managing risks

and ensuring high quality of governance by keeping the Company on the path of sustainable growth and development.

a) The details of size and composition of the Board is provided in Corporate Governance Report, which forms part of this Annual Report.

b) During the year under review, the following changes took place in the board structure of the Company:

i) Based on the recommendations of Nomination and Remuneration Committee and further approval of Board of Directors at their respective meetings held on May 28, 2022, the shareholders of the Company had considered and approved the re-designation of Mr. Amit Agrawal (DIN: 00169061) from the designation of Managing Director to "Vice-Chairman & Managing Director" of the Company by passing the Special Resolution in the Annual General Meeting held on September 27, 2022;

ii) In accordance with the provisions of Section 152 of the Act and in terms of the Memorandum and Articles of Association of the Company, Dr. Yamunadutt Agrawal, who was liable to retire by rotation at the Annual General Meeting held on September 27, 2022 and who had offered himself for re-appointment, was re-appointed.

iii) In order to enhance the involvement of the professionalized personnel in the management of the Company, to create enduring guidance for the Company and to continue maintaining the diverse and independent Board for ensuring good governance practices, based on the recommendation of Nomination and Remuneration Committee and further approval of Board of Directors at their meetings held on October 5, 2022 and November 14, 2022 respectively; the shareholders of the Company had considered and approved the appointment of Mr. Sidharath Kapur and Mr. Mukesh Gupta as Independent Directors of the Company to hold office for a term of 5 years w.e.f. October 5, 2022 and November 14, 2022 respectively, by passing the Special Resolutions in the Extra Ordinary General Meeting dated December 30, 2022.

c) Others

i) Further, all the Directors of the Company have confirmed that they are not disqualified from being appointed as Directors in terms of Section 164 of the Act.

ii) Also, pursuant to Schedule V(C)(10)(i) of Listing Regulations; the Company has received certificate from Practicing Company Secretary stating that the Directors of the Company are not debarred or disqualified by SEBI / Ministry of Corporate Affairs or any such statutory authority from being appointed or continuing as Director of the Company.

iii) The Company has received necessary declarations from each of the Independent Directors under Section 149(7) of the Act that they meet the criteria of independence laid down in Section 149(6) of the Act and Regulations 16(1)(b) & 25 of the Listing Regulations and also in the opinion of the Board and as confirmed by these Directors, they fulfill the conditions specified in Section 149 of the Act and the rules made thereunder about their status as Independent Directors of the Company.

iv) Further, all the required Ordinary & Special Business Agenda item(s) as mentioned below is being placed for members’ approval at the ensuing 37th Annual General Meeting:

1) To appoint a Director in place of Mr. Vikram Oza (DIN: 01 192552), who retires by rotation and being eligible, offers himself for re-appointment;

2) To consider and approve appointment of M/s. Ravi Karia & Associates, Chartered Accountants, (FRN: 157029W), Ahmedabad as Statutory Auditors of the Company and to fix their remuneration;

3) Ratification of remuneration of Cost Auditors for the F.Y. 2023-2024.

v) In accordance with the provisions of the Act read with Regulation 36 of Listing Regulations and Secretarial Standard - 2 issued by the Institute of Company Secretaries of India and in terms of Memorandum and Articles of Association of the Company, the brief resume, nature of expertise, details of directorships held in other companies of the Directors concerned to the agenda items along with their shareholding in the Company, is stated in the Notice convening the 37th Annual General Meeting of the Company.

d) Committees of the Board of Directors

The Committees of the Board of Directors focuses on specific areas and take informed decisions within the framework of delegated authority and make specific recommendations to the Board on matters in their areas of purview. All decisions and recommendations of the Committees are placed before the Board for information or for approval. The Committees of the Board plays decisive role in the overall management of day to day affairs and the governance structure of the Company. The Board of Directors of the Company has the below mentioned Committees. Further the details of these committees viz. composition of committees, details of meetings held, attendance at the meetings etc. are provided in the Corporate Governance Report, which forms a part of this Annual Report.

e) Performance Evaluation of the Board of Directors

In compliance with the requirements of the Act and Listing Regulations read with the Guidance Note on Board Evaluation as issued by SEBI in January 2017, your Board of Directors has put in place a mechanism to carry out the annual performance evaluation of the Board of Directors as a whole, Committees of the Board and individual Directors.

The key objectives of conducting the Board Evaluation process is to ensure that the Board and various Committees of the Board have appropriate composition and they have been functioning collectively to achieve common business goals of the Company. Similarly, the key objectives of conducting performance evaluation of the Directors is to ascertain if the Directors actively participates in the Board / Committee Meetings and contribute to achieve the common business goals of the Company and thus in order to fulfill such objective, the Board of Directors understands the prominence of an effective Board Evaluation process and accordingly the Performance Evaluation is being conducted every year in respect of the following:

i. Board of Directors as a whole;

ii. Committees of the Board;

iii. Individual Directors including the Chairman.

During the financial year under review, the Board evaluation was conducted, complying with all the applicable criteria of evaluation as envisaged in "SEBI Guidance Note on Board Evaluation" through a structured questionnaire designed with the parameters and feedback based on ratings.

Further in compliance with Schedule IV of the Listing Regulations; the performance evaluation of the Independent Directors was effectively carried out at a separate meeting of the Independent Directors of the Company held on February 13, 2023, wherein the performance evaluation of the Chairman and the Non-Independent Directors was also carried out by the Independent Directors.

f) Other Statutory Disclosures

i) Credit Rating

The credit rating for the bank credit facilities of the Company was reviewed and reaffirmed by "Brickwork Ratings India Private Limited" in August 2022 with rating "BWR AA-" for Fund based Credit Facilities and Rating "BWR A1 " for Non-Fund Based Credit Facilities aggregating to ' 565.66 Crores in comparison to the previous limits of Fund based Credit Facilities and Non-Fund Based Credit Facilities aggregating to ' 565.66 Crores; the details of which is stated in the Corporate Governance Report which forms part of this Annual Report.

Pursuant to Regulation 30 of Listing Regulations, necessary disclosures were made to the Stock Exchanges in regards to same and also was uploaded on the website of the Company.

ii) Deposits

During the Financial Year 2022-2023, the Company has not accepted, renewed or pending any deposits under Sections 73 and 74 of the Companies Act, 2013 read with relevant rules thereof.

iii) Investor Education and Protection Fund (IEPF)

The Company is in compliance with the provisions of the Sections 124 & 125 of the Companies Act, 2013, read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("the Rules"), as amended from time to time. The details of compliances are stated in the Notice forming part of this Report.

iv) Share Capital

During the year under review, the Company has not altered/modified its authorized share capital and has not issued any shares including equity shares with differential rights as to dividend, voting or otherwise. The Company has not issued any sweat equity shares to its directors or employees. Further, as on March 31,2023, none of the Directors of the Company hold instruments convertible into equity shares of the Company.

Accordingly, the Equity Share Capital of the Company as at March 31,2023 continues to stand same with no changes as per the details below:

Share Capital Structure (including Capital & No. of Shares)

Type of Capital

No. of Shares

Face Value (in ')

Total Share Capital (in ')

Authorized Share Capital

30,00,00,000

1/-

30,00,00,000/-

Issued, Paid Up and Subscribed Capital

20,05,20,400

1/-

20,05,20,400/-

v) Maintenance of Cost Records

In compliance with the provisions of Section 148(1) of the Act, the Company ensures the preparation and maintenance of cost records of the Company on annual basis, the cost audit of which was carried by the Cost Accountants of the Company, M/s. K.V. Melwani & Associates, Ahmedabad.

vi) Particulars of Loans, Guarantees or Investments

The details of loans granted, guarantees given and investments made during the Financial Year under review as covered under the provisions of Section 186 of the Act are provided in the notes to the Financial Statements which forms part of this Annual Report.

vii) Listing

The Equity Shares of the Company continues to remain listed on "BSE Limited" w.e.f. March 25, 1996 and at "The National Stock Exchange of India Limited" w.e.f. November 25, 2010. The annual listing fees for the Financial Year 2023-2024 has been paid to these Stock Exchanges.

Further the Annual Custody Charges to National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) for the Financial Year 2023-2024 has been paid.

viii) Adherence to Statutory Compliances

During the Financial Year under review, the Company had complied with all the applicable statutory compliances of the Act, Listing Regulations, Secretarial Standards issued by ICSI and other laws, provisions and Acts as may be applicable to the Company from time to time.

ix) Significant and Material Orders Passed By the Regulators

No significant material orders has been passed by the Regulators or Courts or Tribunals impacting the going concern status of the Company and its operations in future, during the Financial Year 2022-2023.

x) Application under the Insolvency and Bankruptcy Code, 2016

During the year under review, your Company has neither made any application nor any proceedings were initiated/ pending against the Company under the Insolvency and Bankruptcy Code, 2016 as at the year ended March 31,2023.

xi) Details of settlement done with Banks or Financial Institutions

During the year under review, there exist no such instance(s).

xii) Acknowledgement & Appreciation

The Board expresses their deep sense of gratitude to the Banks, Financial Institutions, Central and State Governments, Ministry of Corporate Affairs, Securities and Exchange Board of India, Stock Exchanges, Registrar and Share Transfer Agent, Statutory and other Regulatory Authorities for their continued guidance, assistance and co-operation.

The Board also places on record its sincere appreciation to the Management, Directors, its valued customers, Business Associates, Consultants, vendors, service providers, shareholders, investors and all the stakeholders for their persistent faith, unstinted commitment, co-operation and support and look forward to their continued support.

Further, the Board also appreciates every member of the Company for their contribution to Company’s performance and applauds them for their superior level of competence, continuous dedication and commitment towards Company. Their enthusiasm and untiring efforts has enabled the Company to scale new heights and to build a stronger tomorrow.

As the Company is approaching the new Financial Year 2023-2024, with all your support, the Company will be able to overcome all the challenges for the times to come.


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