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Directors Report of Jindal Worldwide Ltd.

Mar 31, 2015

Dear Members,

The Directors have Pleasure in presenting the Twenty Ninth Board Report of your Company together with the Audited Statement of Accounts and the Auditors' Report of your Company for the financial year ended, 31st March, 2015.

1. FINANCIAL SUMMARY: (Rs. in Lacs)

Particulars Financial Year ended

Standalone

31/03/2015 31/03/2014

Total Income 84637.03 78338.28

Operating & Administrative Expenses 75212.63 71045.20

Profit before Interest, Depreciation & Tax 9424.40 7293.08

Finance Cost 2669.86 2322.31

Depreciation and amortization expenses 3235.02 1777.94

Provision for Income Tax (including deferred tax) 855.96 686.84

Net Profit/(Loss) After Tax 2663.56 2505.99

Profit/(Loss) brought forward from previous year - -

Amount transferred consequent to Scheme of Merger - -

Profit from Associates - -

Profit/(Loss) carried to Balance Sheet 2663.56 2505.99

Particulars Consolidated

31/03/2015 31/03/2014

Total Income 84667.01 78373.83

Operating & Administrative Expenses 75213.30 71045.51

Profit before Interest, Depreciation & Tax 9453.71 7328.32

Finance Cost 2698.37 2322.31

Depreciation and amortization expenses 3235.02 1777.94

Provision for Income Tax (including deferred tax) 857.17 686.82

Net Profit/(Loss) After Tax 2663.15 2541.25

Profit/(Loss) brought forward from previous year - -

Amount transferred consequent to Scheme of Merger - —

Profit from Associates 2.90 1.20

Profit/(Loss) carried to Balance Sheet 2666.05 2542.45

2. HIGHLIGHTS OF PERFORMANCE:

The Company's Standalone revenues from operations were Rs. 84637.03 lakhs for the year ended on 31st March, 2015 as compared to Rs. 78338.28 lakhs for the previous year.

The Company has made not profit of Rs. 2663.56 lakhs on Standalone basis for the the year under review as compared to Rs. 2505.99 lakhs for the previous year.

The Company has registered consolidated revenues from operations of Rs. 84667.01 lakhs for the year under review as compared to Rs.78373.83 lakhs for the previous year. The Company has made a consolidated net profit after tax of Rs. 2663.15 lakhs for the year under review as compared to Rs. 2541.25 lakhs for the previous year.

3. DIVIDEND:

Your Directors recommend Dividend on Equity Shares at Rs.0.50 per share (i.e. 5%) of face value Rs. 10 per share for the financial year ended on 31st March, 2015 aggregating to Rs. 100.26 lakhs which shall be paid subject to the approval of members at the forthcoming Annual General Meeting.

4. AMOUNTS TRANSFERRED TO RESERVES:

No amount is appropriated from Profit and Loss Account and transferred to any Reserve Account.

5. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Report on Management Discussion and Analysis Report as required under Clause 49 of the Listing Agreement is included in this Report. Certain statements in the said report may be forward looking. Many factors may affect the actual results, which could be different from what the Directors envisage in terms of the future performance and outlook.

6. CORPORATE GOVERNANCE:

The Report on corporate governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report.

The requisite certificate from M/s. Mehra Anil & Associates, Chartered Accountants, confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid Clause 49, is attached to the Report on Corporate Governance.

7. MATERIAL CHANGES:

There have been no material changes and commitments affecting the financial position of the Company since the close of financial year i.e. since 31st March, 2015. Further, it is hereby confirmed that there has been no change in the nature of business of the Company.

8. EXTRACT OF ANNUAL RETURN:

The extract of Annual Return required under Section134(3)(a) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014,forms part of this report as "Annexure A".

9. CHANGE IN SHARE CAPITAL:

During the financial year 2014-15, there has been no change in share capital of the Company as compared to previous financial year.

10. DISCLOSURE REGARDING ISSUE OF EQUITY SHARES WITH DIFFERENT RIGHTS:

The Company has not issued any equity shares with differential voting rights during the Financial year and it is therefore not required to make disclosures specified in Rule 4 (4) of Companies (Share Capital and Debenture) Rules, 2014.

11. DISCLOSURE REGARDING ISSUE OF SWEAT EQUITY SHARES:

The Company has not issued any Sweat Equity Shares during the financial year and it is therefore not required to make disclosures specified in Rule 8 (13) of Companies (Share Capital and Debenture) Rules, 2014.

12. DISCLOSURE REGARDING ISSUE OF EMPLOYEE STOCK OPTION:

The Company has not issued any shares under Employee Stock Option Scheme during the financial year and it is therefore not required to make disclosures specified in Rule 12 (9) of Companies (Share Capital and Debenture) Rules, 2014.

13. MEETING OF THE BOARD:

Nine (9) Board Meetings were held during the financial year ended 31st March, 2015. The details of the Board Meetings with regard to their dates and attendance of each of the Directors thereat have been provided in the Corporate Governance Report.

14. BOARD OF DIRECTORS :

In Accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Jitendra Agrawal (DIN 00243327) Director of the Company, will retire by rotation and being eligible, offer himself for re appointment at the ensuing Annual General Meeting:

During the year under review, the Board has received the resignation from Mr. Sanjay Shah (holding DIN00239810),Mr. Himmatsingh Rathour (holding DIN02336622)and Mr. Devendra Jain(holding DIN 00170775) wef 1st day of August, 2014 and the Company has received the notice under section 160 of the Companies Act, 2013 from the members of the Company proposing the candidature for the office of an Independent Director from Mr. Ashish Shah (holding DIN 00089075), Mr. Navinchandra Ajwalia (holding DIN 00343512), Ms. Deepali Agrawal (holding DIN 06935197) who were appointed as an Additional Director of the Company by the Board of Directors on 1stDay of August, 2014 and further being designated as an Independent Director of the Company in the 28th Annual General Meeting, which was held on 16th day of September, 2014.

15. KEY MANAGERIAL PERSONNEL:

Mr. Amit Agrawal, Managing Director, Mr. Jitendra Agrawal and Mr. Rajesh Jain Whole Time Director, Ms. Yoshita Vora, Company Secretary & Compliance Officer (upto 1st August, 2014) who are already designated as Managing Director, Whole Time Director and Company Secretary of the Company were further re-designated as Key Managerial Personnel of the Company under the Companies Act, 2013 and rules made there under.

On receipt of resignation of Ms. Yoshita Vora, the Company has appointed Key Managerial Personnel Ms. Neha Soni (wef 1st August, 2014) as Company Secretary and Compliance Officer of the Company. The Company has also appointed Ms. Hirva Shah as Chief Executive Officer and Key Managerial Personnel of the Company w.e.f. 31st March, 2015.

16. INDEPENDENT DIRECTORS:

The following Independent Directors who were appointed in 28thAnnual General Meeting for a period of Five (5) years continue to be on the Board till the conclusion of 33rdAnnual General Meeting of the Company and their office will not be liable to retire by rotation.

Mr. Vikram Oza, Mr. Ashish Shah, Mr. Navinchandra Ajwalia and Ms. Deepali Agrawal Independent Directors on the Board of your Company. The Board of Directors of the Company hereby confirms that all the Independent directors duly appointed by the Company have given the declaration and they meet the criteria of independence as provided under section 149(6) of the Companies Act, 2013.

17. PERFORMANCE EVALUATION:

Pursuant to the provisions of the Companies Act, 2013, and Clause 49 of the Listing Agreement, the Board has carried out an annual performance evaluation of the Directors individually as well as evaluation of the working of the Board and of its Committees.

A structured questionnaire was prepared after taking into consideration the inputs received from the Directors, covering various aspects of the Board's functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance.

A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board, who was evaluated on parameters such as level of participation and attendance at the meetings, preparation before the meetings, contribution to strategies impacting performance of the Company, independence of judgment, etc. The Board Members expressed their satisfaction with the evaluation process.

18. AUDITORS :

(a) STATUTORY AUDITORS:

In compliance with the Companies (Audit and Auditors) Rules, 2014, M/s Mehra Anil & Associates, Chartered Accountants, Ahmedabad (FRN: 117692W), Statutory Auditor will retire at the forthcoming Annual General Meeting and are eligible for reappointed as Statutory Auditors of the Company till the conclusion of the next Annual General Meeting for the F.Y. 2015-16, as approved by the members at their 29st Annual General Meeting held on 30th September, 2015.

(b) BRANCH AUDITORS:

M/s. B. A. Bedawala & Company, Chartered Accountants, Ahmedabad (FRN: 1010640W), Branch Auditor will retire at the forthcoming Annual General Meeting and are eligible for reappointment. In accordance with the Companies Act 2013, it is proposed to re-appoint them as Branch Auditors for the financial year 2015-16 from the conclusion of this Annual General Meeting till the conclusion of the next Annual General Meeting, subject to the approval of shareholders. The Company has received a certificate from the auditors to the effect that their re-appointment if made, would be in accordance with the provisions of section 141 of the Companies Act, 2013.

(c) SECRETARIAL AUDITORS:

In terms of section 204(1) of the Companies Act, 2013 and Rule 9 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, The Board of Directors of the Company appointed Ashish C. Doshi, Practising Company Secretary, Ahmedabad (M No: 3544) to conduct Secretarial Audit for the F.Y. 2015-16.

The Secretarial Audit Report of Ashish C. Doshi, Practising Company Secretary for the financial year ended 31st March, 2015, is annexed as "Annexure B".

(d) COST AUDIT:

Pursuant to provisions of Section 148 and all other applicable provisions of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014, M/s. K V Melwani & Associates, Cost Accountants have been appointed as Cost Auditors to conduct the audit of cost records of your company for the financial year 2015-16.

(e) INTERNAL AUDITORS:

The Board of Directors has appointed M/s. Jagdish Verma & Company, Chartered Accountants, Ahmedabad (FRN: 103837W) as Internal Auditors of the Company for the F.Y. 2015-16.

As regards the comments made in the Auditors' Report, the Board is of the opinion that they are self-explanatory and does not warrant further clarification.

19. AUDIT COMMITTEE:

The Audit Committee consists of two Independent Directors with Mr. Vikram Oza as Chairman and Mr. Navinchandra Ajwalia as Member. The third member of the Committee is Mr. Amit Agrawal who is Managing Director of the Company. The Committee interalia reviews the Internal Control System and reports of Internal Auditors and compliance of various regulations. The Committee also reviews at length the Financial Statements before they are placed before the Board.

20. VIGIL MECHANISM:

Pursuant to the provisions of Section 177 (9) & (10) of the Companies Act, 2013 and the rules made there under and Listing Agreements, a Vigil Mechanism or 'Whistle Blower Policy' for directors, employees and other stakeholders to report genuine concerns has been established. The same is also uploaded on the website of the Company on the web link http://jindaltextiles.com/pdf/ VIGIL%20MECHANISM%20POLICY.pdf.

21. INTERNAL CONTROL SYSTEMS:

The Company's Internal Control procedures which includes Internal financial controls, ensure compliance with various policies, practices and statutes in keeping with the organization's pace of growth and increasing complexity of operations. The internal auditor carries out audits throughout the year across all locations and across all functional areas and submits its reports to the Audit Committee of the Board of Directors.

22. FIXED DEPOSITS:

The Company has not accepted any deposits or renewed any deposits during the financial year and as such, no amount of principal or interest was outstanding as on March 31, 2015.

23. LISTING ON STOCK EXCHANGES:

The Equity Shares of the Company are listed on BSE Limited (BSE) with script code no. 531543 and on National Stock Exchange of India Limited (NSE) with script code JINDWORLD and also listed on Ahmedabad Stock Exchange Ltd with script code 28538. The Company confirms that the annual listing fees to BSE and NSE for the Financial Year 2015-16 have been paid.

24. REPORT ON RISK MANAGEMENT POLICY :

The Company has laid down a Risk Management Policy and identified threat of such events which if occurs will adversely affect either / or, value to shareholders, ability of company to achieve objectives, ability to implement business strategies, the manner in which the company operates. Further such Risks are categorized in to Credit Risk, Foreign Exchange Risk, Financial and Liquidity Risk, Business Operating Risk, Legal & Political Risk & Geographical and Environment Risk. After detailed exercise, the Risk Management and Risk Mitigation measures are also identified by the company and the same has been covered in the Risk Management Policy of the Company.

25. SEXUAL HARASSMENT OF WOMEN AT WORKPLACE(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has adopted an Anti harassment policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and rules made there under. During the financial year 2014-15, the company has not received any Complaints on sexual harassment and hence no complaints remain pending as of 31 March, 2015.

26. CORPORATE SOCIAL RESPONSIBILITY:

Pursuant to section 135 of the Companies Act, 2013 and rules made there under, the Company has constituted Corporate Social Responsibility Committee consisting three members viz. Dr. Yamunadutt Agrawal, Non Executive Director as a Chairman, Mr. Jitendra Agrawal, Whole Time Director as a member and Ms. Deepali Agrawal, Independent Director as a Member of the Committee. The Committee has adopted and approved the policy on Corporate Social Responsibilities in their meeting held on 13th August, 2014. The CSR policy of the Company is available on the website of the Company on the web link: http://jindaltextiles.com/pdf/CSR%20POLICY.pdf.

The terms of reference of the Corporate Social Responsibility, number and dates of meeting held, attendance of the Directors and remuneration paid to them are given separately in the attached Corporate Governance report.

The Company, as a responsible citizen believes in a meaningful contribution to welfare, upbringing and development of women and is mainly interested in promoting and enhancing health and sanitation matters amongst the women of all the classes for which the company is in search of long term viable projects. The company shall tie-up with such trust, hospitals, organization and NGOs that are mainly engaged in the above matters.

The Average Net Profit of the company for last 3 financial years is Rs. 21,74,05,435/-. The eligible amount of CSR expenditure (i.e 2% of the Profit) is Rs. 43,48,108/-. The Company has not spend any money for CSR as on 31st March, 2015 and The company will start spending these amount as and when the search of viable project ends. The company is also planning to spend the amount of CSR of FY 2014-15 in the FY 2015-16 .

27. DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act, 2013 the Board of Directors of the Company confirms that-

(a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures.

(b) the directors had 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 at the end of the financial year and of the profit and loss of the company for that period;

(c) The directors had taken proper and 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 and detecting fraud and other irregularities;

(d) The directors had prepared the annual accounts on a going concern basis; and

(e) That proper internal financial controls were in place and that the financial controls were adequate and were 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.

28. CONSERVATION OF ENERGY, TECHNOLOGY, ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgo as required under Section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014, is annexed herewith as "Annexure- C".

29. INFORMATION ABOUT SUBSIDIARY, JOINT VENTURES OR ASSOCIATE COMPANIES:

As required under Rule 8(1) of the Companies (Accounts) Rules, 2014, the Board's Report has been prepared on standalone financial statements and a report on performance and financial position of each of the subsidiaries and associates included in the consolidated financial statements is included in the financial statements in Form AOC - 1.

In accordance with third proviso of Section 136(1) of the Companies Act, 2013, the Annual Report of the Company, containing therein its standalone and the consolidated financial statements has been placed on the website of the Company, www.jindaltextiles.com. Further, as per fourth proviso of the said section, audited annual accounts of each of the subsidiary companies have also been placed on the website of the Company, www.jindaltextiles.com. Shareholders interested in obtaining a copy of the audited annual accounts of the subsidiary companies may write to the Company Secretary at the Company's registered office.

30. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT UNDER SECTION 186:

Details of Loans granted, Guarantees given and Investments made during the year under review, covered under the provisions of Section 186 of the Companies Act, 2013 are disclosed in the Notes to Financial Statements.

31. NOMINATION & REMUNERATION COMMITTEE AND POLICY THEREON:

The Nomination and Remuneration Committee have been reconstituted and the terms of references of the policy of the Company are prepared in accordance with the provisions of Section 178 of the Companies Act, 2013 and Clause 49 (IV) of the Listing Agreements. The details of the Committee and content of the Policy are provided in the Corporate Governance Report.

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

All transactions with related parties were in the ordinary course of business and at arm's length. The company has not entered into any transaction of a material nature with any of the related parties which are in conflict with the interest of the company. The details of related party transactions are disclosed in Note No. 27.2 (11) attached to and forming part of the accounts.

There are no material related party transactions which are not in ordinary course of business or which are not on arm's length basis and hence there is no information to be provided as required under Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014.

The Policy on materiality of related party transaction and dealing with related party transactions as approved by the Board may be accessed on the Company's website at the link: http://jindaltextiles.com/pdf/RELATED%20PARTY%20TRANSACTION%20 POLICY.pdf.

33. AWARDS AND RECOGNITIONS:

The Company has received an Award of "Gujarat Export Award 2012" from Gujarat Government for the overall performance of the company for the year 2012-2013 and its contribution to the state economy in the year under review.

34. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS:

During the year under review, no significant and material orders were passed by the regulators or courts or tribunals impacting the going concern status and company's operations.

35. PARTICULARS OF EMPLOYEES:

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith as "Annexure-D".

The statement containing particulars of employees as required under Section 197 of the Companies Act, 2013 read with rule 5(2) and 5 (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, will be provided upon request. In terms of Section 136 of the Companies Act, 2013, the Report and Accounts are being sent to the Members and others entitled thereto, excluding the information on employees' particulars which is available for inspection by the members at the Registered Office of the Company during business hours on working days of the Company. If any member is interested in obtaining a copy thereof, such Member may write to the Company Secretary in this regard.

36. Acknowledgement:

Your Directors place on record their appreciation for assistance and co-operation received from various financial institutions, banks, shareholders, Government authorities, Customers, Vendors and Shareholders of the Company. The management would also like to express great appreciation for the commitment and contribution of the Executives, staff and workers of the Company for their committed services and other Business Associates for their continued co-operation and patronage.

For and on behalf of the Board of Directors

Sd/- Chairman Place : Ahmedabad Dr. Yamunadutt Agrawal Date : 14.08.2015 DIN: 00243192






Mar 31, 2014

Dear members,

The Directors have great pleasure in presenting the Twenty Eighth Annual Report along with the Audited Financial Statements of the Company for the Year ended on 31st March, 2014.

FINANCIAL PERFORMANCE: (Rs.) in lacs

Particulars 2013-2014 2012-2013 (Stand Alone) (Stand Alone)

Revenue from operations 78243.22 60593.97

Other Income 834.31 290.14

Total Expenditure excluding Finance 71784.46 56075.55 Charges and Depreciation

Financial Charges 2322.31 2204.85

Gross Operating Profit Before Depreciation 4970.77 2603.71 and Taxation

Extraordinary Items and Taxation but after 0 0 Interest

Depreciation 1777.94 649.69

Exceptional Items 0 0

Profit before Extraordinary Items and Tax 3192.83 1954.02

Extraordinary Items 0 0

Profit (Loss) before Tax 3192.83 1954.02

Tax Expense 686.84 601.42

Profit (Loss) for the Period 2505.99 1352.61

Earnings Per Share 12.50 6.75



Particulars 2013-2014 2012-2013 Consolidated Consolidated

Revenue from operations 78243.22 60593.97

Other Income 869.87 322.60

Total Expenditure excluding Finance 71784.77 56075.77 Charges and Depreciation

Financial Charges 2322.31 227.52

Gross Operating Profit Before Depreciation 5006.01 2613.29 and Taxation

Extraordinary Items and Taxation but after 0 0 Interest

Depreciation 1777.94 649.69

Exceptional Items 0 0

Profit before Extraordinary Items and Tax 3228.07 1963.59

Extraordinary Items 0 0

Profit (Loss) before Tax 3228.07 1963.59 Tax Expense 686.82 601.72

Profit (Loss) for the Period 2541.24 1361.88

Earnings Per Share 12.67 6.79

OPERATION AND FUTURE OUTLOOK:

The Company''s turnover for the year under review rose to Rs. 78243.22 from Rs. 60593.97 Lacs in the previous year registering growth of 30%. Gross Profit before Depreciation & Tax of the company was placed at Rs. 4970.77 Lacs, which is higher as compared to last year to Rs. 2603.71 Lacs improving by 91%. Net Profit after Depreciation and taxes was Rs.2505.99 Lacs.

Consolidated Turnover of the Company grew to Rs. 78243.22 Lacs (Current Year) from Rs. 60593.97 Lacs (Previous Year) in this financial year.

DIVIDEND:

The Board of Directors has recommended a dividend of Rs.0.50 Paisa per share for the year ended on 31st March, 2014 aggregating to Rs. 100.26 lacs which shall be paid if declared by the members at the forthcoming annual general meeting.

EXPANSION AND DIVERSIFICATION:

Our existing denim manufacturing capacity is already 50 million meters p.a. We are in the process of increasing the same to a level of 80 million meters p.a. Similarly our spinning capacity is also enhanced to 45 tons per day and the same is being increased to 60 tons per day.

PUBLIC DEPOSITS:

During the year, your Company has not accepted any deposits u/s 58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, 1975 made thereunder from the Public.

CONSOLIDATED ACCOUNTS:

In accordance with relevant Accounting Standards issued by the Institute of Chartered Accountants of India, the Company has prepared Consolidated Financial Statements of the Company and its subsidiaries which forms part of this Annual Report.

SUBSIDIARY COMPANIES:

In accordance with the general circular issued by Ministry of Corporate Affairs, Government of India, the Balance sheet, Profit & loss Accounts and other documents of the subsidiary companies are not being attached with the Balance sheet of the Company.

The Company will make available the Annual Accounts of the Subsidiary Companies and the related details to any members of the Company who may be interested in obtaining the same. The annual accounts of the subsidiary companies will also be kept open for inspection at the registered office of the Company.

The consolidated financial statements presented by the Company include the financial result of its subsidiary companies.

DIRECTORS:

In accordance with the provisions of the Companies Act, 1956 and the Company''s Articles of Association, Dr. Yamunadutt Agrawal, Director of the company retire by rotation at the forthcoming Annual General Meeting and being eligible offer himself for re-appointment.

AUDITORS:

(a) Statutory:

M/s. MehraAnil & Associates, Chartered Accountants, Ahmedabad Statutory Auditor of the Company hold office until the conclusion of the ensuing Annual General Meeting and are eligible for reappointment. The Company has received letter from them to the effect that their reappointment, if made would be within the prescribed limits under the Companies Act, 2013. You are requested to re-appoint the Statutory Auditors and fix their remuneration.

(b) Branch:

M/s. B.A. Bedawala & Co., Chartered Accountants, Ahmedabad, retires at the ensuing Annual General Meeting and offers themselves to be appointed as Auditors of Divisions and Branches of the company and who shall hold the office until the conclusion of next Annual General Meeting. You are requested to re-appoint the Auditors of Division and Branches and fix their remuneration.

AUDITOR''S REPORT:

In the opinion of the Directors, the observations made in Auditors'' Report are self-explanatory and therefore, need not require any further comments under section 217 of the Companies Act, 1956.

AUDIT COMMITTEE:

Audit Committee has been constituted in terms of Listing agreement and Section 292A of the Companies Act, 1956. Constitution and other details of audit committee are given in "Report on Corporate governance" in this annual report.

PARTICULARS OF EMPLOYEE:

The Company does not have any employees whose salary exceeds the limits prescribed u/s 217 (2A) of the Companies Act, 1956. Hence information required to be given under the said section read with Companies (Particulars of Employees) Rule, 1975 as amended has not been provided in this report.

PARTICULARS WITH RESPECT TO CONSERVATION OF ENERGY ETC :

Conservation of Energy, Technology Absorption:

The details of Conservation of Energy, Technology Absorption and Foreign Exchange Earning and Outgo as per section 217 (1) (e) read with Companies (Disclosure of particulars in the report of Board of Directors) Rules 1988 is given in the Amiexure I and forms part of this report.

LISTING AGREEMENT:

The equity Shares of the Company are listed on Ahmedabad Stock Exchange Ltd. (ASE),Ahmedabad, National Stock Exchange of India Ltd. (NSE), Mumbai and Bombay Stock Exchange Ltd. (BSE), Mumbai. The Listing fees for all the Stock Exchanges have been paid for the current year.

DIRECTORS RESPONSIBILITY STATEMENT:

In compliance of section 217(2AA) of Companies Act, 1956, your directors confirm that:

(a) The Company has followed the applicable standards in the preparation of the Annual Accounts and there had been no material departure.

(b) Directors had selected the 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 at the end of the financial year and of the profit or loss of the company for the aforesaid period.

(c) The Directors have taken proper and sufficient care for 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 and detecting fraud and other irregularities.

(d) The Directors have prepared the Annual Accounts on a going concern basis.

MANAGEMENT DISCUSSION & ANALYSIS:

This Annual Report contains a separate section on the Management Discussion and Analysis (Annexure II) which forms part of the Directors'' Report.

CORPORATE GOVERNANCE:

Your Company attaches considerable significance to good Corporate Governance as an important step towards building investor confidence, improving investor''s protection and maximizing long term Shareholder values.

A report on Corporate Governance as required under Clause 49 of this Listing agreement is incorporated as a part of the Directors'' Report (Annexure III).

INDUSTRIAL RELATIONS:

During the year, your Company maintained harmonious and cordial Industrial Relations.

Acknowledgement:

Your Directors would like to express their grateful appreciation for the continuous assistance and co-operation from the Financial Institutions, Banks, Government authorities, Customers, Vendors and Shareholders. Your Directors also wish to place on record their deep sense of appreciation for the committed and dedicated services of the Executives, staff and workers of the company and other Business Associates for their continued co-operation and patronage.

By Order of the Board of Directors Sd/- Dr. Yamunadutt Agrawal Chairman DIN: 00243192

Registered Office: "Jindal House" I. O.C. Petrol Pump Lane Shivranjani Shyamal 132 Ft Ring Road Satellite, Ahmedabad, Gujarat 380015 Place : Ahmedabad Date : 30th May, 2014


Mar 31, 2013

To'' The Members of Jindal Worldwide Ltd. Ahmedabad

The Directors have great pleasure in presenting the Twenty Seventh Annual Report along with the Audited Accounts of the Company for the Year ended on 31st March'' 2013.

FINANCIAL PERFORMANCE :

(Rs.In lacs) Particulars 2012-2013 2011-2012 2012-2013 2011-2012 (Stand Alone) (Stand Alone) Consolidated Consolidated

Revenue from operations 60596.57 50299.68 60596.57 50299.68

Other Income 290.14 333.04 322.60 377.53

Total Expenditure 56078.14 46514.68 56078.36 46514.85

Financial Charges 2204.85 1857.18 2227.52 1889.22

Gross Operating Profit Before 2603.71 2260.85 2613.28 2273.12

Depreciation and Taxation

Extraordinary Items and Taxation 0 0 0 0 but after Interest

Depreciation 649.69 546.38 649.69 546.38

Exceptional Items 0 0 0 0

Profit before Extraordinary Items and 1954.02 1714.46 1963.59 726.74

Tax

Extraordinary Items 0 0 0 0

Profit (Loss) before Tax 1954.02 1714.46 1963.59 1726.74

Tax Expense 601.42 209.74 601.72 213.52

Profit (Loss) for the Period 1352.61 1504.72 1361.88 1513.22

Earnings Per Share 6.75 750 6.79 7.55

OPERATION AND FUTURE OUTLOOK :

The Company''s turnover for the year under review rose to Rs. 60596.57 Lacs from Rs. 50299.68 Lacs in the previous year registering growth of 20%. Gross Profit before Depreciation & Tax of the company was placed at Rs. 2603.72 Lacs'' which is higher as compared to last year to Rs. 2260.85 Lacs improving by 15%. Net Profit after Depreciation and taxes is Rs.1352.61 Lacs.

Consolidated Turnover of the Company grew to Rs. 60596.57 Lacs (Current Year) from Rs. 50299.68 Lacs (Previous Year) in this financial year.

DIVIDEND:

The Board of Directors recommend a dividend of Rs.0.50 Paisa per share for the year ended on 31st March'' 2013 aggregating to Rs. 100.26 lacs which shall be paid if declared by the members at the forthcoming annual general meeting.

EXPANSION AND DIVERSIFICATION:

We have raised denim manufacturing capacities from 30 million meters p.a. to 40 million meters p.a. For additional 10 million meters'' installation work is under progress. Towards the end of financial year we have installed spinning capacities of 20 tonnes per day which will further be increased in coming years.

PUBLIC DEPOSITS:

During the year'' your Company has not accepted any deposits u/s 58A of the Companies Act'' 1956 read with the Companies (Acceptance of Deposits) Rules'' 1975 made thereunder from the Public.

CONSOLIDATED ACCOUNTS:

In accordance with relevant Accounting Standards issued by the Institute of Chartered Accountants of India'' the Company has prepared Consolidated Financial Statements of the Company and its subsidiaries which forms part of this Annual Report.

SUBSIDIARY COMPANIES:

In accordance with the general circular issued by Ministry of Corporate Affairs'' Government of India'' the Balance sheet'' Profit & loss Accounts and other documents of the subsidiary companies are not being attached with the Balance sheet of the Company. The Company will make available the Annual Accounts of the Subsidiary Companies and the related details to any members of the Company who may be interested in obtaining the same. The annual accounts of the subsidiary companies will also be kept open for inspection at the registered office of the Company.

The consolidated financial statements presented by the Company include the financial result of its subsidiary companies.

DIRECTORS:

In accordance with the provisions of the Companies Act'' 1956 and the Company''s Articles of Association'' Mr. Devendra Jain and Mr. Sanjay Shah'' Directors of the company retire by rotation at the forthcoming Annual General Meeting and being eligible offer themselves for re-appointment.

AUDITORS:

(a) Statutory:

M/s. Mehra Anil & Associates'' Chartered Accountants'' Ahmedabad Statutory Auditor of the Company hold office until the conclusion of the ensuing Annual General Meeting and are eligible for reappointment. The Company has received letter from them to the effect that their reappointment'' if made would be within the prescribed limits under Section 224 1(B) of the Companies Act'' 1956. You are requested to re-appoint the Statutory Auditors and fix their remuneration.

(b) Branch:

M/s. B.A. Bedawala & Co.'' Chartered Accountants'' Ahmedabad'' retires at the ensuing Annual General Meeting and offers themselves to be appointed as Auditors of Divisions and Branches of the company and who shall hold the office until the conclusion of next Annual General Meeting. You are requested to re-appoint the Auditors of Division and Branches and fix their remuneration.

AUDITOR''S REPORT:

In the opinion of the Directors'' the observations made in Auditors'' Report are self-explanatory and therefore'' need not require any further comments under section 217 of the Companies Act'' 1956.

AUDIT COMMITTEE:

Audit Committee has been constituted in terms of Listing agreement and Section 292A of the Companies Act'' 1956. Constitution and other details of audit committee are given in "Report on Corporate governance" in this annual report.

PARTICULARS OF EMPLOYEE:

The Company does not have any employees whose salary exceeds the limits prescribed u/s 217 (2A) of the Companies Act'' 1956. Hence information required to be given under the said section read with Companies (Particulars of Employees) Rule'' 1975 as amended has not been provided in this report.

PARTICULARS WITH RESPECT TO CONSERVATION OF ENERGY ETC.:

Conservation of Energy'' Technology Absorption and Foreign Exchange Earning and Outgo:

The details of Conservation of Energy'' Technology Absorption and Foreign Exchange Earning and Outgo as per section 217 (1) (e) read with Companies (Disclosure of particulars in the report of Board of Directors) Rules 1988 is given in the Annexure (I) and forms part of this report.

LISTING AGREEMENT :

The equity Shares of the Company are listed on Ahmedabad Stock Exchange Ltd. (ASE)'' Ahmedabad'' National Stock Exchange of India Ltd. (NSE)'' Mumbai and Bombay Stock Exchange Ltd. (BSE)'' Mumbai. The Listing fees for all the Stock Exchanges have been paid for the current year.

DIRECTORS RESPONSIBILITY STATEMENT:

In compliance of section 217(2AA) of Companies Act'' 1956'' your directors confirm that:

(a) The Company has followed the applicable standards in the preparation of the Annual Accounts and there had been no material departure.

(b) Directors had selected the 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 at the end of the financial year and of the profit or loss of the company for the aforesaid period.

(c) The Directors have taken proper and sufficient care for 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 and detecting fraud and other irregularities.

(d) The Directors have prepared the Annual Accounts on a going concern basis.

MANAGEMENT DISCUSSION & ANALYSIS :

This Annual Report contains a separate section on the Management Discussion and Analysis (Annexure II) which forms part of the Directors'' Report.

CORPORATE GOVERNANCE :

Your Company attaches considerable significance to good Corporate Governance as an important step towards building investor confidence'' improving investor''s protection and maximizing long term Shareholder values. A report on Corporate Governance as required under Clause 49 of this Listing agreement is incorporated as a part of the Directors'' Report (Annexure III).

INDUSTRIAL RELATIONS :

During the year'' your Company maintained harmonious and cordial Industrial Relations.

ACKNOWLEDGEMENT:

Your Directors would like to express their grateful appreciation for the continuous assistance and co-operation from the Financial Institutions'' Banks'' Government authorities'' Customers'' Vendors and Shareholders. Your Directors also wish to place on record their deep sense of appreciation for the committed and dedicated services of the Executives'' staff and workers of the company and other Business Associates for their continued co-operation and patronage.

For and on behalf of the Board of Directors

Place : Ahmedabad.

Date : 30th May'' 2013 Dr. Yamunadutt Agrawal

Chairman


Mar 31, 2012

To, The Members of Jindal Worldwide Ltd. Ahmedabad

The Directors have great pleasure in presenting the Twenty Sixth Annual Report along with the Audited Accounts of the company for the Year ended on 31st March 2012.

FINANCIAL PERFORMANCE:

(Rs. in lacs)

Particulars 2011-2012 2010-2011 2011-2012 2010-11 Consoli dated Consoli dated

Revenue from operations 50299.67 37166.49 50299.67 37166.49

Other Income 333.03 143.10 377.53 159.19

Total Expenditure 465150.34 336168.60 46515.52 33619.80

Financial Charges 1856.51 1304.04 1888.56 1314.40

Gross Operating Profit Before Depreciation, Exceptional Extraordinary Items and Taxation but after Interest 2260.85 2388.69 2273.12 2391.48

Depreciation 546.39 483.79 546.39 483.79

Exceptional Items 0 0 0 0

Profit before Extraordinary Items and Tax 1714.46 1904.90 1726.73 1907.69

Extraordinary Items 0 0 0 0

Profit (Loss) before Tax 1714.46 1904.90 1726.73 1907.69

Tax Expense 209.73 575.29 213.52 576.16

Profit (Loss) for the Period 1504.72 1329.60 1513.21 1331.53

Earnings Per Share 7.50 6.63 7.55 6.64

OPERATION AND FUTURE OUT LOOK:

The Gross Turnover of the Company during the year was Rs. 50299.67 as compared to that of previous year which was 37166.49 Lacs. Gross Profit before Depreciation & Tax of the company was placed at Rs.2260.85 Lacs. Whereas after depreciation and taxes, the Company registered a profit of Rs. 1504.72.

Consolidated Turnover of the Company grew to Rs. 50299.67 (Current Year) from Rs. 37166.49 Lacs (Previous Year) in this financial year.

DIVIDEND:

Your Directors have recommended dividend of Rs.0.50 Paisa per Equity Share of Rs.10/- each equivalent to 5% (five percent) on the paid up Equity Share capital of the company for the financial year ended on 31st March 2012, amounting to Rs. 1,00,26,020/-.The dividend will be paid when declared by the shareholders in accordance with the company law. The Dividend will be paid to members whose names appear in the Register of Members as on 29th August, 2012.The dividend will be free of tax in the hand of shareholder ,however the company will have to pay dividend distribution tax @ 15% plus applicable surcharge and education cess, aggregating to about 16.2225% on the dividend amount so distributed.

BUSINESS PROSPECTS:

Your Company is recognized as one of the major player in DENIM Segment in the global market. With the economy on the upswing, the outlook for the industry looks good. Your directors are optimistic of capturing further market share by expanding capacities of the company.

PUBLIC DEPOSITS:

During the year, your Company has not accepted any deposits u/s 58A of the Companies Act, 1956 from the Public.

CONSOLIDATED FINANCIAL STATEMENT:

The audited Consolidated Financial Statements are provided in the Annual Report.

SUBSIDIARIES :

In accordance with the general circular issued by Ministry ofCorporate Affairs, Government of India, the Balance sheet, Profit & loss Accounts and other documents of the subsidiary companies are not being attached with the Balance Sheet of the Company. The Company will make available the Annual Accounts of the Subsidiary Companies and the related detailed information to any members ofthe Company who may be interested in obtaining the same. Annual Accounts ofthe subsidiary company will also be kept open for inspection at the registered office of the Company.

The consolidated financial statements presented by the Company include the financial result of its subsidiary companies.

DIRECTORS:

Dr. Yamunadutt Agrawal and Mr. Himmatsingh Rathour, Directors of the company retire by rotation at the forthcoming Annual General Meeting and being eligible offer themselves for re-appointment.

RE-APPOINTMENT OF MANAGING DIRECTOR:

At the meeting of the Board of Directors of the Company held on 11th August, 2011 Mr. Amit Agrawal was re- appointed as a Managing Director of the Company for a period of five Years with effect from 2nd September, 2011. However, the said re-appointment is subject to the approval of the members. The Board recommended his re- appointment as Managing Director with effect from 2nd September, 2011

RE-APPOINTMENT OF WHOLE - TIME DIRECTOR:

1. At the meeting of the Board of Directors of the Company held on 11th August, 2011 Mr. Jitendra Agrawal was re-appointed as a Whole-time time Director designated as Vice-Chairman of the Company for a period of five Years with effect from 2nd September, 2011.

However, the said re-appointment is subject to the approval of the members. The Board recommended his re-appointment as Whole-time Director designated as Vice-Chairman with effect from 2nd September, 2011.

2. At the meeting of the Board of Directors of the Company held on 11th August, 2011 Mr. Rajesh Jain was re-appointed as a Whole-time Director of the Company for a period of five Years with effect from 2nd September, 2011.

However, the said re-appointment is subject to the approval of the members. The Board recommended his re-appointment as Whole-time Director with effect from 2nd September, 2011.

AUDITORS:

- Statutory:

M/s. Mehra Anil & Associates Chartered Accountants, Statutory Auditor ofthe Company hold office until the conclusion of the ensuing Annual General Meeting and are eligible for reappointment.

The Company has received letter from them to the effect that their appointment, if made would be within the prescribed limits under Section 224 1(B) of the Companies Act 1956 and they are not disqualified for the reappointment within the meaning of section 226 of the Companies Act.

You are requested to appoint the Statutory Auditors and fix their remuneration.

- Branch:

M/s. B.A. Bedawala & Co., Chartered Accountants, Ahmedabad, retires at the ensuing Annual General Meeting and offers themselves to be appointed as Auditors of Divisions and Branches of the company and who shall hold the office until the conclusion of next Annual General Meeting.

You are requested to appoint the Auditors of Division and Branches and fix their remuneration.

AUDITOR'S REPORT:

In the opinion of the Directors, the Notes to the Accounts are self-explanatory and adequately explain the matters, which are dealt with in the Auditors' Report And therefore, need not require any further comments under section 217 of the Companies Act, 1956.

AUDIT COMMITTEE:

Audit Committee has been constituted in terms of Listing agreement and Section 292A of the Companies Act, 1956. Constitution and other details of Audit Committee are given in "Report on Corporate Governance" in this Annual Report.

PARTICULARS OF EMPLOYEE:

The Company does not have any employees whose salary exceeds the limits prescribed u/s 217 (2A) of the Companies Act, 1956. Hence information required to be given under the said section read with Companies (Particulars of Employees) Rule, 1975 as amended has not been provided in this report.

PARTICULARS WITH RESPECT TO CONSERVATION OF ENERGY ETC.:

Conservation of Energy, Technology Absorption and Foreign Exchange Earning and Outgo:

The details of Conservation of energy, Technology Absorption and Foreign Exchange Earning and Outgo as per section 217 (1) (e) read with Companies (Disclosure of particulars in the report of Board of Directors) Rules 1988 is given in the Annexure I and forms part of this report.

DIRECTORS RESPONSIBILITY STATEMENT:

In compliance of section 217(2AA) of Companies Act, 1956, your directors confirm that:

(a) The Company has followed the applicable standards in the preparation of the Annual Accounts and there had been no material departure.

(b) Directors had selected the 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 at the end of the financial year and of the profit or loss of the company for the aforesaid period.

(c) The Directors have taken proper and sufficient care for 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 and detecting fraud and other irregularities.

(d) The Directors have prepared the Annual Accounts on a going concern basis.

MANAGEMENT DISCUSSION & ANALYSIS:

Management's Discussion & Analysis Report for the year under the review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges is presented in a separate section forming part of the Annual Report.

CORPORATE GOVERNANCE:

Your Company attaches considerable significance to good Corporate Governance as an important step towards building investor confidence, improving investor's protection and maximizing long term Shareholder values.

A certificate from the auditor of the company regarding compliance with the condition of corporate governance as stipulated under Clause 49 of the Listing Agreement is attached to this report.

A report on Corporate Governance as required under Clause 49 of Listing Agreement is incorporated as a part of the Annual Report (Annexure II).

LISTING AGREEMENT:

The equity Shares of the Company are listed on Ahmedabad Stock Exchange Ltd. (ASE),Ahmedabad, National Stock Exchange of India Ltd. (NSE), Mumbai and Bombay Stock Exchange Ltd. (BSE), Mumbai. The Listing fees for all the Stock Exchanges have been paid for the current year.

INDUSTRIAL RELATIONS:

During the year, your Company maintained harmonious and cordial Industrial Relations

ACKNOWLEDGEMENT:

Your Directors would like to express their grateful appreciation for the continuous assistance and co-operation from the Financial Institutions, Banks, Government authorities, Customers, Vendors and Shareholders. Your Directors also wish to place on record their deep sense of appreciation for the committed and dedicated services of the Executives, staff and workers of the company and other Business Associates for their continued co-operation and patronage.

Place: Ahmedabad. For and on behalf of the Board of Directors

Date : 30th July, 2012

Dr. Yamunadutt Agrawal

Chairman


Mar 31, 2010

The Directors have great pleasure in presenting the Twenty Fourth Annual Report along with the Audited Statement of Accounts for the Financial Year ended on 31th March 2010.

FINANCIAL PERFORMANC7E:

(Rs.in lacs)

Particulars 2009-10 2008-09 2009-10 2008-09 Consoli Consoli -dated -dated

Net Sales-Income from operation 29080.82 18566.69 29080.82 18566.69

Other Income 375.40 411.28 383.14 414.91

Incrcasc/(Dccrcasc) in slock 521.58 524.22 521.58 524.22

Total Expenditure 26533.34 17667.04 265.16.76 17667.61

Financial Charges 881.66 1154.97 881.66 1154.97

Gross Operating Profit Before 1519.61 680.18 1523.95 683.25

Depreciation and Taxation

Depreciation 435.87 384.89 435.87 384.89

I Provision for Taxation /FBI/Deferred 351.32 305.29 352.67 305.65

Tax liabilities

Net Profit 732.45 (10.00) 735.44 (-7.29)

Prior period Adjustment 9.43 4.71 9.43 4.71

Tax Adjustment for earlier years 5.67 0 5.67 0

Profit Carried forward 50.43 (5.29) 5043.64 0

Interim Dividend 50.13 00 50.13 0

Proposed final Dividend 150.4 0 150.4 0

Dividend Tax 34.08 0 34.08 0

Profit Brought forward 4560.90 4566.19 4560.90 4563.20

Transfer to Balance Sheet 5043.65 4560.90 5043.65 4560.62



OPERATION AND FUTURE OUT LOOK:

The Gross Turnover of the Company during the year was Rs. 29080.82 as compared to that of previous year which was 18566.69 Lacs. Gross Profit before Depreciation & Tax of the company was placed at Rs. 1519.62 Lacs , which is higher as compared to last year which was Rs. 680.18 Lacs (Previous Year). Whereas after depreciation and taxes, the Company registered profit of Rs.732.44 Lacs.

Consolidated Turnover of the Company grew to Rs. 29080.82 (Current Year) from Rs. 18566.69 Lacs (Previous Year) in this financial year.

BUSINESS PROSPECTS:

Your Company is recognized as one of the major player in Denim & HOME Textile Segment in the global market. With the economy on the upswing, the outlook for the industry looks good. Your directors are optimistic of capturing further market share by expanding capacities of the company.

EXPANSION CUM DIVERSIFICATION PLANS:

The Company strives to maintain its market share by aggressively concenhaling on new avenues and is geared up to meet opportunities lor growth in market.

The group has diversified into various activities such as Textiles and trading of securities. They demonstrate ability to manage well diversified business using professional management and financial acumen.

Your directors are pleased to inform you that the company is in process of expansion cum diversification of its activities in the HOME TFX TILES. made ups and Denim manufacturing.

Your Company has envisages a total cost of Rs. 600 Crorcs for upcoming projects in the filed of Spinning, Weaving, Home Textile, Garmenting, Terry Towel. Yarn Dying. Captive Power Plant and Real Bstatc Business.

DIVIDEND:

Dividend Aggregating Rs.50.13.010/- on 20052040 Equity Share of Rs. 10/-each has been paid by the Company as a interim Dividend for the year ended on 31th March 2010. Further considering the profit, the Board of Director has recommended Final dividend of Rs.0.75 Paisa per Share of Rs. 10/- each equivalent to 7.5% on the paid up Equity Share capital of the company

for the year ended on 31th March 2010. The dividend will be paid when declared by the shareholders in accordance with the company law. The dividend will be free of lax in the hand of shareholder, however the company will have to pay dividend distribution tax @15% plus applicable surcharge and education Cess, aggregating to about 17% on the dividend amount so distributed.

PUBLIC DEPOSITS:

During the year, your Company has not accepted any deposits u/s 58 A of the Companies Act, 1956 from the Public.

DIRECTORS:

In accordance with the provisions of the Companies Act 1956 and of the Articles of Association of the Company. Mr. Devendra Jain and Mr. Sanjay Shah, Directors of the Company, are liable to retire by rotation at the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment.

AUDITORS:

- Statutory:

At the ensuing Annual General Meeting. M/s. Mehra Anil & Associates, retires as Statutory Auditors and have offered themselves to be reappointed as Statutory Auditors of the Company to hold the office until the conclusion of the next Annual General Meeting.

You are requested to appoint the Statutory Auditors of the Company and to fix their remuneration.

- Branch:

M/s. B.A. Bcdawala & Co., Chartered Accountants. Ahmedabad. retires at the ensuing Annual General Meeting and offers themselves to he appointed as Auditors of Divisions and Branches of the company and who shall hold the office until the conclusion of next Annual General Meeting.

You are requested to appoint the Auditors of Division and Branches and to fix their remuneration.

AUDITORS REPORT:

In the opinion of the Directors, the Notes to the Accounts are self-explanatory and adequately explain the matters, which are deall with in the Auditors Report And therefore, need not require any further comments under section 217 of the Companies Act, 1956.

AUDIT COMMITTEE:

Audit Committee has been constituted in terms of Listing agreement and Section 292A of the Companies Act. 1956. Constitution and other details of audit committee are given in "Report on Corporate governance" in this annual report.

PARTICULARS OF EMPLOYEE:

The Company docs not have any employees whose salary exceeds the limits prescribed u/s 217 (2A) of the Companies Act, 1956. Hence information required to be given under the said section read with Companies (Particulars of Employees) Rule. 1975 as amended has not been provided in this report.

SUBSIDIARY COMPANY :

As required under Section 212 of the Companies Act, 1956, Directors Report of the Subsidiary Companies for the year 2009-2010 Annual Accounts for the year ended 31st March, 2010 and statement pursuant to section 212 of the companies act 1956 relating to subsidiary company are attached herewith.

PARTICULARS WITH RESPECT TO CONSERVATION OF ENERGY ETC.:

Conservation of Energy, Technology Absorption and Foreign Exchange Earning and Outgo:

The details of Conservation of energy. Technology Absorption and Foreign Exchange Faming and Outgo as per section 217 (L) (c) read with Companies (Disclosure of particulars in the report of Board of Directors) Rules 1988 as amended are given in the Annexure forming part of this report.

DIRECTORS RESPONSIBLITY STATEMENT:

In compliance of section 217(2AA) of Companies Act, 1956, your directors confirm that:

(a) The Company has followed the applicable standards in the preparation of the Annual Accounts and there had been no material departure.

(b) Directors had selected the 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 at the end of the financial year and of the profit or loss of the company for the aforesaid period.

(c) The Directors have taken proper and sufficient care for 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 and detecting fraud and other irregularities.

(d) The Directors have prepared the Annual Accounts on a going concern basis.

MANAGMENT DISCISSION & ANALYSIS:

This Annual Report contains a separate section on the Management Discussion and Analysis (Annexure I) which forms part of the Directors Report.

CORPORATE GOVERNANCE:

Your Company attaches considerable significance to good Corporate Governance as an. important step towards building investor confidence, improving investors protection and maximizing long terra Shareholder values.

A report on Corporate Governance as required under Clause 49 of this Listing agreement is incorporated as a part of the Directors Report (Annexure II).

A Certificate from the auditor of the company regarding compliance with the condition of corporale governance as stipulated under clause 49 of the listing agreement is attached herewith.

LISTING AGREEMENT:

The equity Shares of the Company are listed on Ahmedabad Stock Exchange Ltd. (ASE) and Bombay Stock Exchange Ltd. (BSE). Munibai. The Listing fees for both the Slock Exchange have been paid for the current year.

INDISTRIAL RELATIONS:

During the year, your Company maintained harmonious and cordial Industrial Relations

ACKNOWLEDGEMENT:

Your Directors would like to express their grateful appreciation for the continuous assistance and co-operation from the Financial Institutions, Banks, Government authorities. Customers. Vendors and Shareholders. Your Directors also wish to place on record their deep sense of appreciation for the committed and dedicated services of the Executives, staff and workers of the company and other Business Associates for their continued co-opcralio and patronage.



For and on behalf of the Board of Directors

Place : Anmedabad.

Date : 30th May, 2010 Sd/-

Dr. Yamunadutt Agrawal

Chairman

 
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