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Directors Report of Jindal Cotex Ltd.

Mar 31, 2015

Dear Members,

The Directors of your Company have pleasure in presenting their 18th Annual Report on the affairs of the company together with Audited Annual Accounts for the financial year ended 31st March, 2015.

Financial Results (Rs. in lacs)

Particulars 2014-15 2013-14

Turnover & Other Income 11181.61 26550.27

Profit Before Depreciation, Interest, & Tax (PBDIT) (13317.91) 820.38

Interest and Financial Expenses 2458.51 2655.91

Profit Before Depreciation & Tax (PBDT) (15776.42) (1835.53)

Depreciation 783.14 616.79

Profit Before Tax (PBT) (16559.56) (2452.32)

Less- Provision for Tax (Including Deferred Tax) -- 4.84

Profit for the year (PAT) (16559.56) (2457.16)

Add - Surplus brought forward From previous Year -

Profit available for Appropriations (16559.56) (2457.16)

Appropriations

Proposed Dividend -- -

Bonus Shares Issued -- -

Surplus Carried to Balance Sheet (16559.56) (2457.16)

Since the company is in financial crisis, your company could achieve total revenue of Rs. 111.82 Crores during the year under review as against Rs. 265.50 Crores in the previous year. The company has suffered a loss of Rs. 165.59 Crores as against loss of Rs. 24.57 Crores in the previous year which is primarily due to provision for Bad Debts and loss on diminution in value of investments.

Unit 1 of the company situated at VPO Jugiana, G.T. Road, Ludhiana had to be closed during the year due to financial crisis. However, Unit 2 remained operational with low capacity utilization.

DIVIDEND

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

Management Discussion & Analysis Report

The Management Discussion and Analysis of financial conditions and results of operation of the Company for the year under review is attached to this Report.

SUBSIDIARIES

The consolidated financial statements presented by the Company include financial information of its subsidiaries prepared in compliance with applicable Accounting Standards are attached to and form part of the Annual Report. Annual accounts of the subsidiary companies and the related detailed information will be made available to the shareholders of the holding and subsidiary companies' seeking such information at any point of time.

Further, the annual accounts of the subsidiary companies will also be kept for inspection by any shareholders at the Registered Office of the holding company and that of the subsidiary companies concerned.

The company has the following subsidiaries:- Jindal Specialty Textiles Ltd.

The company has set up facilities for the manufacture of technical textile products like banner fabrics, general tarpaulin, truck siders etc. at its project at Village Thathal, Tehsil Amb, District Una, Himachal Pradesh. The company has achieved sales turnover and other income of Rs. 55.20 Crores for the year under review as against of Rs. 35.27 Crores in the previous year.

Jindal Medicot Ltd

The company has set up facilities for the manufacture of the technical textile products like cotton crepe bandage, absorbent cotton, cotton balls, pads, dental rolls etc. at its project at Village Thathal, Tehsil Amb, District Una, Himachal Pradesh. The company has achieved sales turnover and other income of Rs. 30.21 Crores as against of Rs.49.96 Crores in the previous year.

Jindal International Fze

This is 100% subsidiary of our company set up in free zone in UAE to expand the presence of company globally. The company is engaged in the general trading activities.

During the year under review, Jindal Metalex Limited and Jindal Infrabiz Limited, which were 100% subsidiaries of the company had become defunct companies and their names were struck off by the Registrar of Companies under section 560 of the Companies Act, 1956.

Further, during the year, your company has sold its majority shareholding in Himachal Textile Park Limited and as such that company has ceased to be subsidiary of this company.

Directors

Pursuant to section 152(6) of the Companies Act, 2013 and Article of Association of the Company, Sh. Aman Jindal (DIN 03285801) and Sh. Sahil jindal (DIN 03272737), will be retiring by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. The Board has recommended their appointment to the members of the Company at the ensuing Annual General Meeting.

During the year under review Mr. Madan Lal Arora, Mr. Satish Kumar Gupta, Mr. Vinay Shrivastav and Mr. Naresh Chand Bansal, Independent directors resigned from the Board. The Board wishes to place on record its deep sense of appreciation for the valuable contributions made by them to the Board and the company during their tenure as Directors of the company.

During the year under review Mr. Rajesh Khanna, Mr. Anil Kumar and Mrs. Preeti Khanna were appointed as additional directors in the capacity of Independent Directors in accordance with the provisions of the Companies Act, 2013 and listing guidelines with effect from 1st October, 2014.

The Independent directors have declared that they meet the criteria of independence in terms of section 149(6) of the Companies Act, 2013. Your directors recommend the appointment of these Independent Directors on non-rotational basis as per the provisions of the Companies Act, 2013.

Sh. Aman Jindal and Sh. Sahil Jindal ceased to be Wholetime directors during the year. They, however, continue to be on the Board as non executive directors of the company.

Corporate Governance

As required under clause 49 of the Listing Agreement with the Stock Exchanges, the report on Management Discussion and Analysis, Corporate Governance as well as the Auditor's Certificate regarding compliance of conditions of Corporate Governance, form part of the Annual Report is annexed to the report.

Directors' Responsibility Statement

Pursuant to the provisions of section 134(5) of the Companies Act, 2013, with respect to Directors responsibility statement, the Directors hereby confirm that:-

a) In the preparation of Annual Accounts the applicable Accounting Standards have been followed and that there are no material departures;

b) They have selected such Accounting Policies and applied them consistently and made prudent judgments & estimates that are reasonable so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the loss of the company as on date;

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

d) The Annual Accounts have been prepared on 'going concern basis'.

e) They had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

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

Auditors

M/s. Raj Gupta & Co., Chartered Accountants, (Registration No. 000203N), have been appointed as Statutory Auditors of the company at the last Annual General Meeting held on 30th September, 2014 till the conclusion of the 20th Annual General Meeting subject to ratification by the members at every consequent Annual General Meeting. Therefore, ratification for the appointment of M/s. Raj Gupta & Co., Chartered Accountants, Statutory Auditors of the company is being sought from the members at the ensuing Annual General Meeting.

Cost Audit

The Board has appointed M/s. Rubi Saini & Co., Cost Accountants as Cost Auditors of the company to carry out the cost audit of company's records for the financial year 2014-15. However, pursuant to a clarification given by the Ministry of Corporate Affairs, the cost audit for the financial year 2014-15 was not applicable to the company and hence cost audit was not conducted.

Since the cost audit is now applicable for the financial year 2015-16, the company has appointed M/s. Gurvinder Chopra and Co., Cost Accountants, as Cost Auditors, the necessary resolution for which is placed in the Notice calling annual general meeting for approval by the members.

Secretarial Audit

Your company has engaged the services of M/s. Harsh Goyal & Associates, Company Secretaries, to conduct Secretarial Audit of the company for the financial year 2014-15. According to the provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, the Secretarial Audit report conducted by M/s. Harsh Goyal & Associates, Company Secretaries is attached and forms part of the annual report.

The Company has not paid annual listing fees for the financial year 2014-15, to the stock exchanges where the shares of the company are listed. However, the company will pay the lisitng fees during the current year.

Corporate Debt Restructuring

During the year 2013-14 CDR cell had approved the debt restructuring of the company and CDR package was implemented with cut off date 1st April, 2013.

However, the Accounts of your company have slipped to sub-standard category during the year under review due to which Bankers' of the company have sent mandate to CDR cell for withdrawal of CDR package to the company which was approved by CDR cell in its meeting held on 27th November, 2014.

Energy Conservation, Technology Absorption & Foreign Exchange

Information required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 as regard disclosure of particulars of conservation of energy, technology absorption and foreign exchange earnings and outgo is annexed hereto and forms part of this report.

Fixed Deposits

During the year under review, your company has not accepted any fresh fixed deposits from the public. However, for the repayment of the fixed deposits received earlier by the company from the public, the company has taken permission from the Hon'ble Company Law Board, New Delhi, for extension of time for repayment of fixed deposits as the company was unable to repay the same on due dates due to financial crisis.

Particulars of Employees

There are no employees covered under the provisions of section 197 (12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial personnel) Rules, 2014.

Corporate Social Responsibility (CSR):

In terms of section 135 and Schedule VII of the Companies Act, 2013, the Board of Directors of your company has constituted Corporate Social Responsibility Committee.

However, during the year under review, the company was not required to spend any amount on Corporate Social Responsibility activities, as the company had incurred losses during the three immediately preceding financial years.

Vigil Mechanism

In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established. The Vigil Mechanism Policy has been uploaded on the website of the company at www.iindalcotex.com.

Related Party Transactions

The Related Party transactions made during the financial year 2014-15 were on arm's length basis and in the ordinary course of business. There were no materially significant related party transactions with the company's Promoters, Directors, Kay Managerial Personnel or their relatives, which could have a potential conflict with the interest of the company. The Related Party transactions has been reported and annexed hereto in this annual report.

Extract of Annual Return

The details forming part of the extract of the Annual Return in Form MGT-9 is annexed herewith in this Annual report.

Particulars of Loans, Guarantees or Investments

Details of Loans, Guarantees and Investments covered under the provisions of section 186 of the Companies Act, 2013 are given in the notes to financial statements annexed hereto in this annual report.

Remuneration Ratio of the Directors/ Key Managerial Personnel (KMP)/ Employees:

The information required pursuant to section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 Companies (Particulars of Employees) Rules, 1975 in respect of employees of the company and Directors is furnished as under:

S. Name Designation Remuneratio Remuneratio No. n paid FY n paid FY 2014-15

1 Sandeep MD 300000 0 Jindal

2 Anil Kumar CS 538680 494125

3 Balwinder CFO 120000 0

S. Name Increase Ratio/Times No. in remuneration per Median 2013-14 from of employee previous year remuneration

1 Sandeep 300000 31.29% Jindal

2 Anil Kumar 44555 56.19%

3 Balwinder 120000 12.52%



Risk Management Policy

Risk Management is a very important part of business. The main aim of risk management is to identify, monitor and take precautionary measures in respect of the events that may pose risks for the business. The policy of the company on risk management is provided elsewhere in this Annual Report in Management Discussion and Analysis.

Associates Companies

Pursuant to section 129(3) of the Companies Act, 2013 a statement containing silent features of financial statement of Associates companies in Form AOC-1 is annexed with financial statements.

Industrial Relations

Industrial relations remained cordial throughout the year and the Directors express their appreciation towards the workmen for their co-operation and hope for continued cordial relations in the years to come.

Acknowledgement

Your Directors would like to express their grateful appreciation for the assistance and co-operation received from Bankers, Government Departments, Shareholders and other Business Associates for their continued and valuable co-operation & support extended to the company.

We take this opportunity to place on record our warm appreciation for the employees at all levels for their dedicated services and valuable contributions towards the growth of the Company.

FOR AND ON BEHALF OF THE BOARD JINDAL COTEX LIMITED

Rajinder Jindal Sandeep jindal (Whole Time Director) (Managing Director) DIN: 01923829 DIN: 01639743

PLACE: LUDHIANA DATED: 14th August, 2015


Mar 31, 2014

Dear Members,

The Directors of your Company have pleasure in presenting their 17th Annual Report on the affairs of the company together with Audited Annual Accounts for the financial year ended 31st March, 2014.

1. Financial Results & Performance Review

Rs. In Lacs

Particulars 2013-14 2012-13

Turnover & Other Income 26550.27 32077.23

Profit Before Depreciation, 820.38 4046.94

Interest, & Tax (PBDIT)

Interest and Financial Expenses 2655.91 2489.55

Profit Before Depreciation & Tax (1835.53) 1557.39 (PBDT)

Depreciation 616.79 1116.26

Profit Before Tax (PBT) (2452.32) 441.13

Less- Provision for Tax 4.84 --

(Including Deferred Tax)

Profit for the year (PAT) (2457.16) 441.13

Add - Surplus brought forward -- --

From previous Year

Profit available for Appropriations (2457.16) 441.13

Appropriations

Proposed Dividend -- --

Bonus Shares Issued -- --

Surplus Carried to Balance Sheet (2457.16) 441.13

During the year under review, your company achieved total revenue of Rs. 265.50 Crores as against Rs. 320.77 Crores in the previous year. The company has PAT of Rs. (24.57 Crores) as against PAT of Rs. 4.41 Crores in the previous year. The company has incurred loss due to adverse market conditions like, lack of demand by consumers, high inflation rate, steep competition in profit margin of products, increase in cost of production due to high wages and electricity rate etc.

2. Dividend

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

3. Management Discussion & Analysis Report

The Management Discussion and Analysis of financial conditions and results of operation of the Company for the year under review is attached to this Report.

4. Subsidiaries

The consolidated financial statements presented by the Company include financial information of its subsidiaries prepared in compliance with applicable Accounting Standards are attached to and form part of the Annual Report. The Ministry of Corporate Affairs, Government of India has granted exemption under Section 212(8) of the Companies Act, 1956, from attaching the balance sheet, profit and loss account and other documents of the subsidiary companies to

the balance sheet of the holding company. Annual accounts of the subsidiary companies and the related detailed information will be made available to the shareholders of the holding and subsidiary companies'' seeking such information at any point of time.

Further, the annual accounts of the subsidiary companies will also be kept for inspection by any shareholders at the head office i.e. Registered Office of the holding company and that of the subsidiary companies concerned.

The company has the following subsidiaries:- JINDAL MEDICOT LTD.

This 100% subsidiary of our company has set up the technical textile project at Village Thathal, Tehsil Amb, District Una, Himachal Pradesh for manufacturing of products like cotton crepe bandage, absorbent cotton, cotton balls, pads, dental rolls etc. The company has started its commercial production and achieved revenue from operations and trading sales of Rs. 49.96 Crores as on 31st March, 2014.

JINDAL SPECIALTY TEXTILES LTD.

This 100% subsidiary of our company manufacturing products like frontlit banner, fabric, general tarapuling, truck siders etc.. The company has set up its project at Thathal, Tehsil Amb, District Una, Himachal Pradesh in a land measuring approximately 400 Kanals. The company has started its production and achieved revenue from operations and trading sales of Rs.35.27 Crores as on 31st March, 2014.

HIMACHAL TEXTILE PARK LTD.

Himachal Textile Park Limited the another subsidiary of your company has set up the Textile Park in the state Himachal Pradesh to provide land and necessary infrastructure facilities to the participant units. Jindal Medicot Limited and Jindal Specialty Textiles Limited have already set up their technical textile projects in this Textile Park.

JINDAL METALEX LTD.

This 100% subsidiary of the company was incorporated to engage in the business of manufacturing and trading of all kinds of metals including iron & steel etc. The company has not yet started its operations.

JINDAL INFRABIZ LTD.

This 100% subsidiary of the company was incorporated to engage in the business of promotion and development of Industrial Parks, Textile Parks and Special Economic Zones etc..The company has not yet started its operations.

JINDAL INTERNATIONAL FZE

This is 100% subsidiary of our company set up in free zone in UAE to expand the presence of company globally. The company is engaged in the general trading activities.

6. Directors

Pursuant to Section 152 of the Companies Act, 2013 and Articles of Association of the company, Sh. Rajinder Jindal and Sh. Ramesh Jindal, Executive Directors of the company, retire by rotation at the ensuing annual general meeting and are being eligible, offer themselves for re-appointment.

7. Corporate Governance

As required under clause 49 of the Listing Agreement with the Stock Exchanges, the report on Management Discussion and Analysis, Corporate Governance as well as the Auditor''s Certificate regarding compliance of conditions of Corporate Governance, form part of the Annual Report is annexed to the report.

8. Directors'' Responsibility Statement

Pursuant to the provisions of Section 217(2AA) of the Companies (Amendment) Act, 2000, with respect to Directors responsibility statement, the Directors hereby confirm that:-

a) In the preparation of Annual Accounts the applicable Accounting Standards have been followed and that there are no material departures;

b) They have selected such Accounting Policies and applied them consistently and made prudent Judgments & estimates that are reasonable so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the loss of the company as on date;

c) They have taken proper & sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing & detecting the fraud and other irregularities;

d) The Annual Accounts have been prepared on ''going concern basis''.

9. Auditors

M/s RaJ Gupta & Co., Chartered Accountants, who are Statutory Auditors of the Company, hold office upto the forthcoming Annual General Meeting and are recommended for re-appointment to audits the accounts of the company for the financial year 2014-15. M/s Raj Gupta & Co., have provided necessary certificate under section 139(1) read with section 141 of the Companies Act, 2013.

10. Cost Audit

As per the requirement of the Central Government and pursuant to the provisions of Section 233B of the Companies Act, 1956, the audit of the cost accountants relating to the product ''Textiles'' is required to be carried out every year. The company has appointed Cost Auditors viz, M/s. S. K. Sharawat & Associates, Cost Accountants, House No. 109, Near Sharawat Dairy, VPO- Singhu, Delhi to audit the cost accounts for the financial year 2013-14. The Cost Audit Report for the year ended 31st March, 2014 will be submitted with Ministry of Corporate Affairs, Government of India.

11. Corporate Debt Restructuring

During the year under review, your company was facing financial stress, due to slow down in the economy, the company applied to CDR cell for debt restructuring through Oriental Bank of Commerce (Lead Bank), Ludhiana. The CDR cell has approved the debt restructuring of the company and CDR package has been implemented with cut off date 1st April, 2013.

12. Energy Conservation, Technology Absorption & Foreign Exchange

As regard disclosure under Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 a statement showing particulars of conservation of energy, technology absorption and foreign exchange earnings and outgo is annexed hereto and forms part of this report.

13. Fixed Deposits

Your company had accepted fixed deposits from public under section 58A, after complying all the provisions of the Companies Act, 1956. During the year under review, the company was facing with liquidity crunch, due to which the company made an petition before the Hon''ble Company Law Board, New Delhi Bench under section 58A(9) and section 58AA of the Companies Act, 1956, for extension of time for repayment of Deposit. The Hon''ble Company Law Board, on 9th January, 2014 passed the order allowed the company for extension of time for repayment of deposits.

14. Particulars of Employees

There are no employees covered under the provisions of section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975, as amended.

15. Industrial Relations

Industrial relations remained cordial throughout the year and the Directors express their appreciation towards the workmen for their co-operation and hope for continued cordial relations in the years to come.

16. Acknowledgement

Your Directors would like to express their grateful appreciation for the assistance and co-operation received from Bankers, Government Departments, Shareholders and other Business Associates for their continued and valuable co-operation & support extended to the company.

We take this opportunity to place on record our warm appreciation for the employees at all levels for their dedicated services and valuable contributions towards the growth of the Company.

By order of the Board For Jindal Cotex Limited

Date: 14th August, 2014 (Sandeep Jindal)

Place: Ludhiana Managing Director


Mar 31, 2013

Dear Members,

The Directors of your Company have pleasure in presenting their 16th Annual Report on the affairs of the company together with Audited Annual Accounts for the financial year ended 31st March, 2013.

1. Financial Results & Performance Review

(Rs. In Lacs) Particulars 2012-13 2011-12

Turnover & Other Income 32077.23 27450.13

Profit Before Depreciation, 4046.94 1421.13

Interest, & Tax (PBDIT)

Interest and Financial Expenses 2489.55 1954.87

Profit Before Depreciation & Tax 1557.39 (533.74)

(PBDT)

Depreciation 1116.26 1092.44

Profit Before Tax (PBT) 441.13 (1626.18)

Less– Provision for Tax 24.71

(Including Deferred Tax)

Profit for the year (PAT) 441.13 (1650.89)

Add–Surplus brought forward 2565.38

From previous Year

Profit available for Appropriations 441.13 914.49

Appropriations

Proposed Dividend

Bonus Shares Issued

Surplus Carried to Balance 441.13 914.49 Sheet

During the year under review, your company achieved total revenue of Rs. 320.77 Crores as against Rs. 274.50 Crores in the previous year. The company has earned a net profit after tax of Rs. 4.41 crores as against a loss of Rs. 16.51 Crores in the previous year. Your company has been able to achieve this result by proper utilization of the resources available to the company, despite there are adverse market conditions like, lack of demand by consumers, high inflation rate, steep competition in profit margin of products, increase in cost of production due to high wages and electricity rate etc.

2. Dividend

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

3. Management Discussion & Analysis Report

The Management Discussion and Analysis of financial conditions and results of operation of the Company for the year under review is attached to this Report.

4. Subsidiaries

The consolidated financial statements presented by the Company include financial information of its subsidiaries prepared in compliance with applicable Accounting Standards are attached to and form part of the Annual Report. The Ministry of Corporate Affairs, Government of India has granted exemption under Section 212(8) of the Companies Act, 1956, from attaching the balance sheet, prort and loss account and other documents of the subsidiary companies to the balance sheet of the holding company. Annual accounts of the subsidiary companies and the related detailed information will be made available to the shareholders of the holding and subsidiary companies'' seeking such information at any point of time.

Further, the annual accounts of the subsidiary companies will also be kept for inspection by any shareholders at the head office i.e. Registered Office of the holding company and that of the subsidiary companies concerned.

The company has the following subsidiaries:-

JINDAL MEDICOT LTD.

This 100% subsidiary of our company has set up the technical textile project at Village Thathal, Tehsil Amb, District Una, Himachal Pradesh for manufacturing of products like cotton crepe bandage, absorbent cotton, cotton balls, pads, dental rolls etc. The company has started its commercial production during the year. The company has achieved revenue from operations and trading sales of Rs. 131.07 Crores.

JINDAL SPECIALTY TEXTILES LTD.

This 100% subsidiary of our company manufacturing products like frontlit banner, fabric, general tarapuling, truck siders etc.. The company has set up its project at Thathal, Tehsil Amb, District Una, Himachal Pradesh in a land measuring approximately 400 Kanals. The company has started its partial production during the year. The company has achieved revenue from operations and trading sales of Rs.101.35 Crores.

HIMACHAL TEXTILE PARK LTD.

Himachal Textile Park Limited the another subsidiary of your company has set up the Textile Park in the state Himachal Pradesh to provide land and necessary infrastructure facilities to the participant units. Jindal Medicot Limited and Jindal Specialty Textiles Limited have already set up their technical textile projects in this Textile Park. More, Units are coming in the near future to set up their technical textile projects.

JINDAL METALEX LTD.

This 100% subsidiary of the company was incorporated to engage in the business of manufacturing and trading of all kinds of metals including iron & steel etc. The company has not yet started its operations.

JINDAL INFRABIZ LTD.

This 100% subsidiary of the company was incorporated to engage in the business of promotion and development of Industrial Parks, Textile Parks and Special Economic Zones etc..The company has not yet started its operations.

JINDAL INTERNATIONAL FZE

This is 100% subsidiary of our company set up in free zone in UAE to expand the presence of company globally. The company is engaged in the general trading activities. During the year under review, the company has achieved revenue of USD 26,149,975 from its operations.

5. Directors

In accordance with the provisions of the Companies Act, 1956 and Articles of Association of the company, Sh. Aman Jindal, Sh. Sahil Jindal Executive Directors and Sh. Satish Kumar Gupta, Sh. Vinay Shrivastav, Independent Directors of the company, retire by rotation at the ensuing annual general meeting and are being eligible, offer themselves for re-appointment.

During the year under review, Sh. Vijesh Gupta, who was associated with the company as an Independent director since, July, 2008 ceased to be director with effect from 23rd November, 2012. The Board places on record its deep sense of appreciation of the invaluable contribution made by him to the growth of the company during his tenure as a Director of the company.

The Board of Directors has appointed Sh. Rajesh Sharma as Additional & Independent Director of the company with effect from 23rd November, 2012. Sh. Rajesh Sharma is a member of ICAI, ICWI & ICSI He has an overall experience of eighteen years both in Textiles and Steel Industries. He will hold office till the date of ensuing annual general meeting and the company has received notice from a member proposing his candidature for being appointed as Director of the company.

6. Corporate Governance

As required under clause 49 of the Listing Agreement with the Stock Exchanges, the report on Management Discussion and Analysis, Corporate Governance as well as the Auditor''s Certificate regarding compliance of conditions of Corporate Governance, form part of the Annual Report is annexed to the report.

7. Directors'' Responsibility Statement

Pursuant to the provisions of Section 217(2AA) of the Companies (Amendment) Act, 2000, with respect to Directors responsibility statement, the Directors hereby confirm that:- a) In the preparation of Annual Accounts the applicable Accounting Standards have been followed and that there are no material departures;

b) They have selected such Accounting Policies and applied them consistently and made prudent judgments & estimates that are reasonable so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the loss of the company as on date;

c) They have taken proper & sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing & detecting the fraud and other irregularities;

d) The Annual Accounts have been prepared on ''going concern basis''.

8. Auditors

M/s Aggarwal Garg & Co., statutory auditors have shown their unwillingness to continue as auditors of the company. In their place M/s Raj Gupta & Co., Chartered Accountants are proposed to be appointed as statutory auditors of the company who are eligible for appointment as statutory auditors of the company.

The Company has received the certificate from M/s Raj Gupta & Co., Chartered Accountants, confirming that their appointment, if made, will be within the limits prescribed under Section 224(1B) of the Companies Act, 1956 and that they are not disqualified for such an appointment, within the meaning of sub-section (3) and (4) of Section 226 of the Companies Act, 1956.

9. Cost Audit

As per the requirement of the Central Government and pursuant to the provisions of Section 233B of the Companies Act, 1956, the audit of the cost accountants relating to the product ''Textiles'' is required to be carried out every year. The company has appointed Cost Auditors viz, M/s. Gurvinder Chopra & Co., Cost Accountants, Chopra Building, Mall Godown Road, Dhuri, Punjab to audit the cost accounts for the financial year 2012-13. The Cost Audit Report for the year ended 31st March, 2013 will be submitted with Ministry of Corporate Affairs, Government of India.

10. Energy Conservation, Technology Absorption & Foreign Exchange

As regard disclosure under Section 217(1)(e) of the Companies Act,1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 a statement showing particulars of conservation of energy, technology absorption and foreign exchange earnings and outgo is annexed hereto and forms part of this report.

11. Fixed Deposits

During the year under review, your company had accepted fixed deposits of Rs. 16.19 crores as on 31st March, 2013 under section 58A, within the limits prescribed under the Companies Act, 1956.

12. Particulars of Employees

There are no employees covered under the provisions of section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975, as amended.

13. Industrial Relations

Industrial relations remained cordial throughout the year and the Directors express their appreciation towards the workmen for their co-operation and hope for continued cordial relations in the years to come.

14. Acknowledgement

Your Directors would like to express their grateful appreciation for the assistance and co-operation received from Bankers, Government Departments, Shareholders and other Business Associates for their continued and valuable co-operation & support extended to the company.

We take this opportunity to place on record our warm appreciation for the employees at all levels for their dedicated services and valuable contributions towards the growth of the Company.

By order of the Board For Jindal Cotex Limited

Place: Ludhiana (Sandeep Jindal)

Date: 14th August, 2013 Chairman and Managing Director


Mar 31, 2012

Dear Members,

The Directors of your Company have pleasure in presenting their 15th Annual Report on the affairs of the company together with Audited Annual Accounts for the financial year ended 31st March, 2012.

1. Financial Results & Performance Review

(Rs. In Lacs)

Particulars 2011-12 2010-11

Turnover & Other Income 27450.13 27135.78

Profit Before Depreciation, 1421.13 3328.24 Interest, & Tax (PBDIT)

Interest and Financial Expenses 1954.87 1080.18

Profit Before Depreciation & Tax (533.74) 2248.06 (PBDT)

Depreciation 1092.44 929.10

Profit Before Tax (PBT) (1626.18) 1318.96

Less- Provision for Tax 24.71 273.82 (Including Deferred Tax)

Profit for the year (PAT) (1650.89) 1045.14

Add-Surplus brought forward 2565.38 1520.23 From previous Year

Profit available for Appropriations 914.49 2565.38

Appropriations

Proposed Dividend - -

Bonus Shares Issued - -

Surplus Carried to Balance 914.49 2565.38 Sheet

During the year under review, your company achieved total revenue of Rs. 274.50 Crores as against Rs 271.35 Crores in the previous year. However, the company has incurred a loss of Rs. 16.51 Crores.

In the financial year 2011-12, Spinning Industry has faced unprecedented period of difficulty due to slow down in the yarn demand and sharp decline in the cotton prices. The uncertainties in the export policy of Government of India related to cotton fiber and cotton yarn had affected the textile Industry very badly. The main reason is the restriction imposed by Government of India on cotton yarn exports in the last quarter of year 2010-11. This has led to huge accumulation of cotton yarn inventory with spinning mills resulting to crash of yarn prices. The same has caused financial stress in the Industry.

- The company has incurred losses due to slow down in the textile and depreciation of Indian Rupee, the prices of yarn declined thereby impacting the profit margins. Further, due to slow down, there has been less production and low capacity utilization. The lower capacity utilization has impacted the net margin due to lesser recovery of fixed expenses.

- The company has taken adequate steps to minimize the impact of such factors and is gearing up to deal with such type of situations in the current year

2. Dividend

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

3. Management Discussion & Analysis Report

The Management Discussion and Analysis of financial conditions and results of operation of the Company for the year under review is attached to this Report.

4. Utilization of GDRs Proceeds

During the year, under review your company has fully utilized GDRs (Global Depository Receipt) proceeds of US$ 38,750,000 towards capital payments and investment in subsidiaries as per objects of offering circular.

5. Subsidiaries

The consolidated financial statements presented by the Company include financial information of its subsidiaries prepared in compliance with applicable Accounting Standards are attached to and form part of the Annual Report. The Ministry of Corporate Affairs, Government of India has granted exemption under Section 212(8) of the Companies Act, 1956, from attaching the balance sheet, profit and loss account and other documents of the subsidiary companies to the balance sheet of the holding company. Annual accounts of the subsidiary companies and the related detailed information will be made available to the shareholders of the holding and subsidiary companies' seeking such information at any point of time.

Further, the annual accounts of the subsidiary companies will also be kept for inspection by any shareholders at the head office i.e. Registered Office of the holding company and that of the subsidiary companies concerned.

The company has the following subsidiaries:-

JINDAL MEDICOT LTD.

This 100% subsidiary of our company has set up the technical textile project at Village Thathal, Tehsil Amb, District Una, Himachal Pradesh for manufacturing of products like cotton crepe bandage, absorbent cotton, cotton balls, pads, dental rolls etc. The company has started its commercial production during the year. The company has achieved revenue from operations and trading sales of Rs. 4711.22 Lacs.

JINDAL SPECIALTY TEXTILES LTD.

This 100% subsidiary of our company manufacturing products like frontlit banner, fabric, general tarapuling, truck siders etc.. The company has set up its project at Thathal, Tehsil Amb, District Una, Himachal Pradesh in a land measuring approximately 400 Kanals. The company has started its partial production during the year. The company has achieved revenue from operations and trading sales of Rs.1497.51 Lacs.

HIMACHAL TEXTILE PARK LTD.

Himachal Textile Park Limited the another subsidiary of your company has set up the Textile Park in the state Himachal Pradesh to provide land and necessary infrastructure facilities to the participant units. Jindal Medicot Limited and Jindal Specialty Textiles Limited have already set up their technical textile projects in this Textile Park. More, Units are coming in the near future to set up their technical textile projects.

JINDAL METALEX LTD.

This 100% subsidiary of the company was incorporated to engage in the business of manufacturing and trading of all kinds of metals including iron & steel etc. The company has not yet started its operations.

JINDAL INFRABIZ LTD.

This 100% subsidiary of the company was incorporated to engage in the business of promotion and development of Industrial Parks, Textile Parks and Special Economic Zones etc..The company has not yet started its operations.

JINDAL INTERNATIONAL FZE

This is 100% foreign subsidiary of our company set up in free zone in UAE to expand the presence of company globally. The company is engaged in the general trading activities. During the year under review, the company has achieved revenue of USD 28,215,000 from its operations.

6. Directors

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the company, Sh. Yash Paul Jindal, Sh. Sandeep Jindal and Sh. Ramesh Jindal, Executive Directors and Sh. Madan Lal Arora, Independent Director of the company, retire by rotation at the ensuing annual general meeting and are being eligible, offer themselves for re-appointment.

During the year, under review, Sh. Vipan Kumar Mittal, who was associated with the company as an Independent director since, December, 2003 ceased to be director with effect from 14th August, 2012. The Board places on record its deep sense of appreciation of the invaluable contribution made by him to the growth of the company during his tenure as a Director of the company.

The Board of Directors has appointed Sh. Naresh Chand Bansal as Additional & Independent Director of the company with effect from 14th August, 2012. Sh. Naresh Chand Bansal is a Commerce Graduate, having 20 years of experience in the forging business. He will hold office till the date of ensuing annual general meeting and the company has received notice from a member proposing his candidature for being appointed as Director of the company.

7. Corporate Governance

As required under clause 49 of the Listing Agreement with the Stock Exchanges, the report on Management Discussion and Analysis, Corporate Governance as well as the Auditor's Certificate regarding compliance of conditions of Corporate Governance, form part of the Annual Report is annexed to the report.

8. Directors' Responsibility Statement

Pursuant to the provisions of Section 217(2AA) of the Companies (Amendment) Act, 2000, with respect to Directors responsibility statement, the Directors hereby confirm that:-

a) In the preparation of Annual Accounts the applicable Accounting Standards have been followed and that there are no material departures;

b) They have selected such Accounting Policies and applied them consistently and made prudent judgments & estimates that are reasonable so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the loss of the company as on date;

c) They have taken proper & sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing & detecting the fraud and other irregularities;

d) The Annual Accounts have been prepared on 'going concern basis'.

9. Auditors

M/s. Aggarwal Garg & Co., Chartered Accountants, Statutory Auditors of the Company retires at the conclusion of forthcoming Annual General Meeting and are eligible for re-appointment.

The Company has received the certificate from them, confirming that their appointment, if made, will be within the limits prescribed under Section 224(1B) of the Companies Act, 1956 and that they are not disqualified for such an appointment, within the meaning of sub-section (3) and (4) of Section 226 of the Companies Act, 1956.

10. Energy Conservation, Technology Absorption & Foreign Exchange

As regard disclosure under Section 217(1)(e) of the Companies Act,1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 a statement showing particulars of conservation of energy, technology absorption and foreign exchange earnings and outgo is annexed hereto and forms part of this report.

11. Fixed Deposits

During the year under review, your company has invited fixed deposits under section 58A, within the limits prescribed under the Companies Act, 1956. Your company had fixed deposits of Rs. 631.08 Lacs as on 31st March, 2012.

12. Particulars of Employees

There are no employees covered under the provisions of section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975, as amended.

13. Industrial Relations

Industrial relations remained cordial throughout the year and the Directors express their appreciation towards the workmen for their co-operation and hope for continued cordial relations in the years to come.

14. Acknowledgement

Your Directors would like to express their grateful appreciation for the assistance and co-operation received from Bankers, Government Departments, Shareholders and other Business Associates for their continued and valuable co-operation & support extended to the company.

We take this opportunity to place on record our warm appreciation for the employees at all levels for their dedicated services and valuable contributions towards the growth of the Company.

By order of the Board

For Jindal Cotex Limited

Place: Ludhiana (Sandeep Jindal)

Date : 14th August, 2012 Chairman and Managing Director

 
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