Mar 31, 2016
Dear Members,
The Directors of your Company have pleasure in presenting their 19th Annual Report on the affairs of the company together with Audited Annual Accounts for the financial year ended 31st March, 2016.
Financial Results (Rs. in lacs)
Particulars |
2015-16 |
2014-15 |
Turnover & Other Income |
370.35 |
11181.61 |
Profit Before Depreciation, Interest, & Tax (PBDIT) |
(1917.92) |
(13317.91) |
Interest and Financial Expenses |
2552.14 |
2458.51 |
Profit Before Depreciation & Tax (PBDT) |
(4470.06) |
(15776.42) |
Depreciation |
723.02 |
783.14 |
Profit Before Tax (PBT) |
(5193.08) |
(16559.56) |
Less- Provision for Tax (Including Deferred Tax) |
0.45 |
|
Profit for the year (PAT) |
(5193.53) |
(16559.56) |
Add - Surplus brought forward From previous Year |
||
Profit available for Appropriations |
(5193.53) |
(16559.56) |
Appropriations |
||
Proposed Dividend |
-- |
-- |
Bonus Shares Issued |
-- |
-- |
Surplus Carried to Balance Sheet |
(5193.53) |
(16559.56) |
Since the company is in financial crisis, your company could achieve total revenue of Rs. 3.70 Crores during the year under review as against Rs. 111.82 Crores in the previous year. The company has suffered a loss of Rs. 51.93 Crores as against loss of Rs. 165.59 Crores in the previous year which is primarily due to provision for Bad Debts, depreciation, finance cost and loss on diminution in value of investments. One of the manufacturing facilities of the company situated at VPO Jugiana, G.T. Road, Ludhiana remained closed due to financial crisis and other manufacturing facility at Village Mandiala Kalan, Bija was leased out. Since all the bank accounts of the company have become sub-standard over a period of time the banks have started recovery action against the Company. The company is, however, working on restructuring with bankers for the operation of these units.
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 companiesâ 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. 68.89 Crores for the year under review as against of Rs. 55.20 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. 30.65 Crores as against of Rs. 30.21 Crores in the previous year.
Jindal International FZE
This is 100% subsidiary of our company set up in free zone in UAE. The company is engaged in the general trading activities.
Directors and Key Managerial Personnel
Mr. Balwinder Singh, Chief Financial Officer has resigned from the services of the company with effect from 20th May, 2016. Mr. Shiv Pal has been appointed as Chief Financial Officer with effect from 22nd June, 2016. Pursuant to the provisions of Section 152(6) of the Companies Act, 2013 and Articles of Association of the company, Sh. Yash Paul Jindal (DIN 01923862) and Sh. Sandeep Jindal (DIN 01639743), 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 Mrs. Preeti Khanna and Ms. Nisha Rani, Independent directors of the company 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 Director of the company. During the year under review Ms. Alisha was appointed as additional director with effect from 22nd June, 2016 in the capacity of Independent Director in accordance with the provisions of the Companies Act, 2013 and listing guidelines.
The Independent director has declared that she meets the criteria of independence in terms of section 149(6) of the Companies Act, 2013. Your directors recommend the appointment of the Independent Director on non-rotational basis as per the provisions of the Companies Act, 2013.
Sh. Yash Paul Jindal, Sh. Rajinder Jindal and Sh. Ramesh Jindal ceased to be Whole-time directors of the company w.e.f. 30th June, 2016. They, however, continue to be on the Board of the company as Non Executive Directors.
Corporate Governance
A separate report on Corporate Governance is enclosed as a part of this Annual Report. A certificate from the Auditors of the Company regarding compliance with the Corporate Governance norms stipulated, is annexed to the Report on Corporate Governance.
Board Evaluation
The Board carried out a formal annual performance evaluation of its own performance and that of its Committees and Individual Directors as required under the provisions of the Companies Act, 2013 and Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
Separate Meeting of Independent Directors The companyâs Independent Directors met on 14th March, 2016, without the attendance of Non Independent Directors. All the Independent Directors were present at the meeting. The Independent Directors in its meeting reviewed the performance of Non Independent Directors and the Board as a whole.
Directorsâ 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 âgoing concern basisâ.
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 21st 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. The report of the auditors of the company is self explanatory and has been explained in notes to accounts and hence does not call for any further comments.
Cost Audit
Pursuant to the provisions of section 148(3) of the Companies Act, 2013, the company has appointed M/s. Gurvinder Chopra & Co., Cost Accountants as Cost Auditor of the company, for conducting audit of cost records in respect of manufacturing activities of the company for the financial year 2015-16. The Cost Audit Report for the year ended 31st March, 2016 will be submitted with Ministry of Corporate Affairs, Government of India.
Secretarial Audit
According to the provisions of Section 204 of the Companies Act, 2013, your company has engaged the services of M/s. Reecha Goel & Associates, Company Secretaries, to conduct Secretarial Audit of the company for the financial year 2015-16 and Secretarial Audit Report for the financial year 2015-16 is attached and forms part of the annual report.
Reference with Board for Industrial and Financial Reconstruction (BIFR)
The company has accumulated losses of Rs. 227.64 Crores as at 31.03.2016 and has eroded its peak level net worth by more than 50% and has become a potentially sick company. Reference under the provisions of Section 23 of Sick Industrial Company (Special Provisions) Act, 1985 (SICA) has been generated on 22nd January, 2016.
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. Due to severe financial constraints, the company could fulfill its obligation in part for the repayment of fixed deposits, which has become due for repayment after the time extended by the Honâble Company Law Board, New Delhi.
Particulars of Employees
No employee is 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):
During the year under review, the company was not required to spend any amount on Corporate Social Responsibility activities as required under section 135 and Schedule VII of the Companies Act, 2013, 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.jindalcotex.com.
Related Party Transactions
The Related Party Transactions made during the financial year 2015-16 were on armâs length basis and in the ordinary course of business. There were no materially significant related party transactions with the companyâs 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
As required pursuant to section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of annual return in MGT 9 is forming a part of 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 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. No. |
Name |
Designation |
Remuneration paid FY 2015-16 |
Remuneration paid FY 2014-15 |
Increase in remuneration from previous year |
1 |
Sandeep Jindal |
MD |
4,50,000 |
3,00,000 |
1,50,000 |
2 |
Yash Paul Jindal |
WTD |
6,00,000 |
- |
6,00,000 |
3 |
Anil Kumar |
CS |
5,55,660 |
5,38,680 |
16,980 |
4 |
Balwinder Singh |
CFO |
1,20,000 |
1,20,000 |
- |
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
(Yash Paul Jindal) (Sandeep Jindal)
Director Managing Director
DIN:01923862 DIN:01639743
PLACE: Ludhiana
DATED: 13th August, 2016
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)
AddÂSurplus 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
Mar 31, 2011
Dear Members,
The Directors of your Company have pleasure in presenting their 14th
Annual Report on the affairs of the company together with Audited
Annual Accounts for the financial year ended 31st March 2011.
1. Financial Results & Performance Review
(Rs. In Lacs)
Particulars 2010-11 2009-10
Turnover & Other Income 27135.78 14842.92
Profit Before Depreciation, 3328.24 1371.32
Interest, & Tax (PBDIT)
Interest and Financial Expenses 1080.18 309.94
Profit Before Depreciation &
Tax 2248.06 1061.38
(PBDT)
Depreciation 929.10 308.38
Profit Before Tax (PBT) 1318.96 753.00
Less - Provision for Tax 273.82 43.68
(Including Deferred Tax)
Profit for the year (PAT) 1045.14 709.32
Add - Surplus brought forward 1520.23 810.91
From previous Year
Profit available for
Appropriations 2565.38 1520.23
Appropriations
Proposed Dividend - -
Bonus Shares Issued - -
Surplus Carried to Balance 2565.38 1520.23
Sheet
Your company has registered all around progress during the year under
review. The company is continued to its commitment to make itself in
international standards of quality, operational performance, efficiency
and customer care.
The Highlights of our performance for the year 2010-11 are:
- The Gross Turnover of the company has increased to Rs. 271.35 Crores
during the financial year 2010-11 as against Rs. 148.42 Crores in the
corresponding previous financial year, registering a growth of 82.82 %.
- Net Profit has increased to Rs.10.45 Crores in the year 2010-11 from
Rs.7.09 Crores in the year 2009-10, registering an increase of 47.39%
due to better sales realization. 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, huge
competition and other factors such as sharp increase in commodity
price, oil price, high a, higher interest rate and increase in
power rates etc.
2. Dividend
Your directors have decided to conserve the resources for the ongoing
expansion plans and hence 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. Further Issue of Securities i.e. GDRs & Utilization of its Proceeds
During the year, under review your company has issued 50,00,000 GDRs
(Global Depository Receipt) on 30th June, 2010 at US$ 7.75 per Global
Depository Receipt representing 2,00,00,000 equity shares of the
company and raised US$ 38.75 Million. The above said GDRs are listed on
the Luxembourg Stock Exchange. The company has utilized US$ 8.00
Million abroad towards capital payments as per objects of offering
circular and as on 31st March, 2011, US$ 30.50 Million has been kept
abroad in foreign currency. The foreign exchange fluctuation on
account of GDR's proceeds kept in foreign currency has been adjusted
with the Securities Premium Account.
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 LIMITED
This 100% subsidiary of our company has set up the technical textile
project at Village Thathal, Tehsil Amb, District Una, Himachal Pradesh
for the manufacturing of products like cotton crepe bandage, absorbent
cotton, cotton balls, pads, dental rolls etc. The company has started
its production and successfully commissioned the plant in the fi
nancial year 2011Ã12. The term loan taken by the company from banks for
the project are covered under TUFS and getting 5% interest subsidy on
term loan and 10% capital subsidy on the specifi ed machinery. The
company has achieved sale of Rs. 554.38 Lacs from its trading
activities.
JINDAL SPECIALTY TEXTILES LIMITED
This is 100% subsidiary of our company is setting up facilities for
manufacturing of products like frontlit banner, fabric, general
tarapuling, truck siders etc.. The project has been set up at Thathal,
Tehsil Amb, District Una, Himachal Pradesh in a land measuring
approximately 400 Kanals. The proposed project by the Jindal Specialty
Textiles Limited is a step by the company to diversify in the fi eld of
technical textiles. The company has entered into an agreement for
technical know how with M/s Wonpoong Corporation, Korea. The Wonpoong
Corporation will provide technology exclusively to our company in India
for ten years. The products manufactured by Jindal Specialty Textiles
Limited will be import substitute and fi nd usage in various
Industries.
HIMACHAL TEXTILE PARK LIMITED
Himachal Textile Park Limited the another subsidiary of your company
has set up the Textile Park in the state Himachal Pradesh and shall
provide land and necessary infrastructure facilities to the participant
units. Jindal Medicot Limited and Jindal Specialty Textiles Limited has
set up their technical textile projects in this Textile Park.
JINDAL METALEX LIMITED
This 100% subsidiary of the company is incorporated on 25.11.2010 and
proposes 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 LIMITED
This 100% subsidiary of the company is incorporated on 23.11.2010 and
proposes 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.
Further, our company has also set up foreign subsidiary at UAE to
expand its presence globally in the current financial year.
6. Directors
In accordance with the provisions of the Companies Act, 1956 and the
Articles of Association of the company, Sh. Vijesh Gupta, Sh. Nirmal
Kumar Jain, Independent Directors and Sh. Ramesh Kumar Jindal and Sh.
Rajinder Kumar Jindal, Executive 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, the Board of Directors has appointed Mr.
Aman Jindal and Mr. Sahil Jindal as additional & Executive Directors
and Mr. Vinay Shrivastav and Mr. Satish Kumar Gupta as additional &
Independent Directors with effect from 25th October, 2010. All these
Directors hold office till the date of ensuing annual general meeting
and the company has received notice from members proposing the
candidature of all these directors for being appointed as Director of
the company.
7. Corporate Governance
The Company has an in-place system of Corporate Governance. A separate
report on Corporate Governance forming part of the Annual Report of the
Company is annexed hereto. A certifi cate from the Auditors of the
Company regarding compliance of conditions of Corporate Governance as
stipulated under Corporate Governance of the Listing Agreement 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 confi rm 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 profits of the
company as on date;
c) They have taken proper & suffi cient 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 certifi cate from them, confi rming 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
disqualifi ed 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, your company has not accepted any fixed deposits
within the meaning of Section 58-A of the Companies Act, 1956 and the
Rules made thereunder.
12. Particulars of Employees
The information as required under Section 217 (2A) of the Companies
Act, 1956 read with Companies (Particulars of Employees) Rules, 1975,
is NIL.
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.
For and on behalf of Board of Directors
(Sandeep Jindal)
Chairman and Managing Director
Date: 12th August, 2011
Place: Ludhiana
Mar 31, 2010
The Directors of your Company have pleasure in presenting their 13th
Annual Report on the affairs of the company together with Audited
Annual Accounts for the financial year ended 31st March 2010.
1. Financial Results & Performance Review
(Rs. In Lacs)
Particulars 2009-10 2008-09
Turnover & Other Income 14842.92 13919.78
Profit Before Depreciation, 1371.32 1014.11
Interest, & Tax (PBDIT)
Interest and Financial Expenses 309.94 228.51
Profit Before Depreciation & Tax 1061.38 785.60
(PBDT)
Depreciation 308.38 260.93
Profit Before Tax (PBT) 753.00 524.67
Less- Provision for Tax 43.68 99.63
(Including Deferred Tax)
Profit for the year (PAT) 709.32 425.02
Add - Surplus brought forward 810.91 866.05
From previous Year
Profit available for Appropriations 1520.23 1291.07
Appropriations
Proposed Dividend
Bonus Shares Issued - 480.16
Surplus Carried to Balance 1520.23 810.91
Sheet
Your company has registered all around progress during the year under
review. The company is committed to make itself in international
standards of quality, operational performance, efficiency and customer
care. The Highlights of our performance for the year 2009-10 are:
- The Gross Turnover of the company for financial year 2009-10
increased to Rs.148.42 Crores as against Rs. 139.19 Crores in the
corresponding previous financial year, registering a growth of 6.63%.
- Net Profit has increased from Rs.4.25 Crores in the year 2008-09 to
Rs.7.09 Crores in the year 2009-10 registering an increase of 66.89%
due to better sales realization.
The company has successfully implemented 28800 spindles for the
manufacturing of cotton yarn at Village Mandiala Kalan, Tehsil Khanna,
Distt. Ludhiana. With the said expansion the total capacity of the
company will increase to 52272 spindles. The Board of directors has
decided to shelve Phase II of the expansion project of the company and
put up a new project instead which is expected to yield better margins.
Since it requires the approval of the members, due to variation in the
terms of prospectus, it is being sought by passing the necessary
resolution in the Notice calling AGM.
During the year under review the company came out with a Public Issue
of 1,24,53,894 Equity shares of Rs.10/- each at a premium of Rs.65/-
per share. Your directors thank the members for the overwhelming
response to the Issue and making the Issue a grand success.
2. Dividend
Your directors have decided to conserve the resources for the ongoing
expansion plans and hence 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. Issue of Global Depositary Shares/Receipts
Pursuant to consent of shareholders accorded in the Extra Ordinary
General Meeting as per provisions of section 81(1) (A) and other
applicable provisions, Board of Directors of the company at its meeting
held on 30th June 2010 has concluded the placement of 5,000,000 Global
Depository Receipts/Shares at US$ 7.75 per Global Depositary Receipts/
Shares (Representing 20,000,000 equity shares of Rs.10/ each) totalling
USD 38.75 millions. Each GDR represnts 4 equity shares of the company.
The GDRs has been listed on the Luxembourg Stock Exchange. The
proceeds of the GDR will be utilized as under:-
- Capital expenditure
- Long term working capital requirement
- Investment in proposed 100% owned subsidiary to be set up in U.A.E.
UAE is the main textile trading hub between western and eastern market,
and an ideal place for tapping into vast potential of the Middle East &
North Africa (MENA) region. The proposed subsidiary in UAE would help
the company to expand its footprint in the MENA region and also to be
closer to western markets.
5. Subsidiaries
The company has the following two subsidiaries:-
JINDAL MEDICOT LTD.
This 100% subsidiary of the company is setting up manufacturing
facilities for medical textile products like cotton crepe bandage,
absorbent cotton, cotton balls, pads, dental rolls etc. The project is
being set up at Tehsil Amb, Distt Una, Himachal Pradesh at an estimated
capital outlay of Rs. 8800 lacs, to be financed partly from equity
share capital and partly from term loans. The proposed project being
under technical textiles sector is covered under TUFS and will be
eligible for 5% interest subsidy on the term loan & 10% Capital Subsidy
on the specified machinery.
The company is taking technical knowhow from TEXKOR INDUSTRIES, South
Korea for the manufacturing of 100% cotton crepe bandage products and
the company has already entered into agreement with M/s Texcor
Industries for the same. Accordingly, the plant will be set up as per
standards so that it will be able to manufacture goods as per BP, EP
and WHO good manufacturing practices.
The company has also entered into marketing agreement with the Texkor
Industries since Texkor Industries has vast experience in the marketing
& sales of cotton elastic bandages and absorbent cotton and has sold to
various customers world wide. The proposed agreement will help the
company to market its products since Texcor Industries will provide
assistance in product promotions, business development, market
intelligence, participation in the international exhibitions, customer
maintenance etc.
JINDAL SPECIALTY TEXTILES LTD.
Jindal Specialty Textiles Ltd is also 100% subsidiary of the company
which is setting up facilities for manufacture of laminated fabrics
like flex banner fabrics in the State of Himachal Pradesh. The total
capital outlay has been estimated at Rs.15114 lacs which will be funded
by equity share capital and term loans from the banks. The proposed
project being under technical textiles sector is covered under TUFS and
will be eligible for 5% interest subsidy on the term loan & 10% Capital
Subsidy on the specified machinery.
The company has entered into an agreement with M/s Wonpoong
Corporation, Korea for technical know how. The agreement will cover the
transfer of technical know how, supply of feasibility study and details
of plant & machinery, training of personnel training, installation of
plant and machinery and ensuring the production of the products as per
quality standards. The technology know how will be provided only to the
company in India by Wonpoong Corporation. The company will have
exclusivity for 10 years and Wonpoong will not give this technology to
any other company in India.
There is large potentiality of growth of laminated fabric industry.
Presently this product is an import substitute and the product is
imported from China, Korea, Taiwan and Europe. The proposed project by
Jindal Specialty Textiles Limited is a step by the company to diversify
in the field of technical textiles. The products manufactured by Jindal
Specialty Textiles Limited will be import substitutes and find usage in
variety of industries that use outdoor publicity like banner fabrics,
truck siders, sign-boards, recreational application like boat fabric
and army applications, etc.
M/s Jindal Medicot Ltd & M/s Jindal Specialty Textiles Ltd, wholly
owned subsidiaries of the company will be setting up their technical
textile projects at Tehsil Amb, Distt Una under the Textile Park. The
proposed textile park will be set up under Himachal Textile Park Ltd.
The proposed projects of the subsidiaries company have estimated to
start the commercial production before March, 2011.
6. Directors
In accordance with the provisions of the Companies Act, 1956 and the
Articles of Association of the company, Sh. Yash Paul Jindal, Chairman
& Wholetime Director and Sh. Vipin Kumar Mittal and Sh. Madan Lal
Arora, Independent Directors of the Company, retire by rotation at the
ensuing Annual General Meeting and being eligible, offer themselve for
re-appointment.
7. Corporate Governance
The Company has an in-place a system of Corporate Governance. A
separate report on Corporate Governance forming part of the Annual
Report of the Company is annexed hereto. A certificate from the
Auditors of the Company regarding compliance of conditions of Corporate
Governance as stipulated under Corporate Governance Clause of the
Listing Agreement is annexed to the report on Corporate Governance.
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 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 profits 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 Ãgoing concern basis.
9. Auditors
M/s. Aggarwal Garg & Co., Chartered Accountants, the Auditors of the
Company retires at the conclusion of forthcoming Annual General Meeting
and is 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-sections (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. Particulars of Employees
The information under Section 217 (2A) of the Companies Act, 1956 read
with Companies (Particulars of Employees) Rules, 1975, is NIL.
12. 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.
13. 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 Board of Directors
Date: 12.08.2010 (Yash Paul Jindal)
Place: Ludhiana Chairman