Jindal Worldwide Ltd
Directors Reports
Dear Members,
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 Rs. 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 Rs. 2,15,050.52
Lacs in comparison to Rs. 2,58,930.68 Lacs of Previous Financial Year 2021-2022.
EBIDTA: The EBIDTA signified a growth of 0.65% to Rs. 21,903.05 Lacs in
comparison to Rs. 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 Rs.
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 Rs. 2,07,149.88
Lacs in comparison to Rs. 2,56,453.58 Lacs of Previous Financial Year 2021-2022.
EBIDTA: The EBIDTA signified a growth of 8.15% to Rs. 23,978.08 Lacs in
comparison to Rs. 22,169.1 1 Lacs of Previous Financial Year 2021-2022.
PAT: The PAT of the Company decreased by 5.97% to Rs. 11,571.67 Lacs in
comparison to Rs. 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 Rs. 0.20/- per equity share of Rs. 1/- each for the
Financial Year 2022-2023 amounting to Rs. 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% |
Rs. 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/- |
Rs. 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/- |
Rs. 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)Rs. 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 Rs. 565.66 Crores in comparison to the
previous limits of Fund based Credit Facilities and Non-Fund Based Credit Facilities
aggregating to Rs. 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 Rs.) |
Total Share Capital (in
Rs.) |
| 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.
For and on behalf of Board of Directors Jindal Worldwide Limited
|
Dr. Yamunadutt Agrawal |
| Date: May 30, 2023 |
Chairman & Director |
| Place: Ahmedabad |
DIN:00243192 |
  Â