Directors Report of Jindal Worldwide Ltd.

Mar 31, 2023

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

1. Financial Highlights

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

(Rs. in Lacs except EPS)
Particulars	Standalone		Consolidated
	2022-2023	2021-2022	2022-2023	2021-2022
Revenue from Operations & Other Income (Total Income)	2,15,050.52	2,58,930.68	2,07,149.88	2,56,453.58
Less: Operating and Administrative Expenses	1,93,147.47	2,37,169.51	1,83,171.80	2,34,284.47
Profit Before Interest, Tax & Depreciation (EBITDA)	21,903.05	21,761.17	23,978.08	22,169.11
Less: Finance Cost	4,200.15	4,459.32	5,180.22	4,493.19
Less: Depreciation & Amortization Expenses	2,507.17	2,848.42	3,392.91	3,038.38
Less: Income Tax (Including Deferred Tax)	3,784.63	3,600.56	3,833.38	3,663.79
Less: Extraordinary Items & Exceptional Items	0.00	0.00	0.00	0.00
Add: Profit from Associates	--	--	0.10	(53.99)
Net Profit/(Loss) After Tax (PAT)	11,411.09	10,852.86	11,571.67	10,919.76
Profit/ (Loss) brought forward from Previous Year	0.00	0.00	0.00	0.00
Less: Profit Share of Non-Controlling Interest	--	--	0.00	0.00
Other comprehensive income	50.41	905.12	50.41	905.12
Profit/(Loss)After Tax for the period comprising other comprehensive income	11,461.50	11,757.98	11,622.08	11,824.89
Equity Shares (at the F.V. of '' 1/- each )	2,005.20	2,005.20	2005.20	2,005.20
Earning Per Equity Share - Basic & Diluted	5.69	5.41	5.77	5.45

2. Key Highlights on Financial Performance* Standalone

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

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

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

* Consolidated

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

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

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

3. Basis of preparation of Financial Statements

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

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

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

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

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

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

4. Transfer to Reserves

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

5. Dividend

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

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

6. Dividend Distribution Policy

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

7. Business Expansion, Modernization & Innovation

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

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

8. Corporate Governance

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

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

9. Management Discussion and Analysis Report

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

10. Business Responsibility and Sustainability Report

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

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

11. Capital Projects for the 2022-2023

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

12. Code of Conduct

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

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

13. Directors'' Responsibility Statement

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

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

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

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

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

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

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

14. Environment, Health and Safety (EHS)

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

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

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

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

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

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

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

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

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

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

• Ensuring safe handling and storage of hazardous chemicals;

• Continually improving the Environmental, Health and Safety performance;

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

15. Corporate Social Responsibility (CSR)

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

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

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

16. Annual Return

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

17. Nomination and Remuneration Policy

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

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

18. Risk Management Policy

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

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

19. Vigil Mechanism/ Whistle Blower Policy

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

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

20. Prevention of Sexual Harassment of Women at Workplace

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

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

21. Human Resources and Industrial Relations

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

22. Auditors

(a) Statutory Auditors

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

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

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

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

(b) Division Auditors

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

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

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

(c) Secretarial Auditors

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

Annual Secretarial Audit Report

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

Annual Secretarial Compliance Report

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

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

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

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

(d) Cost Auditors

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

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

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

(e) Internal Auditors

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

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

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

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

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

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

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

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

25. Related Party Transactions

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

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

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

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

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

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

Sr. No.	Names of Promoter who holds more than 10% shareholding	% of shareholding	Amount of Transaction	Nature of Transaction
1.	Mr. Amit Agrawal	19.40%	'' 1,14,13,300/-	Director''s Remuneration & Salary
2.	Ms. Madhulika Agrawal	14.98%	NIL	NA
3.	Dr. Yamunadutt Agrawal	13.06%	NIL	NA

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

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

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

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

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

27. MATERIAL CHANGES? DURING THE YEAR

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

ACQUISITION OF COMPANIES

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

Sr. No	Name of Companies	No of equity shares acquired	Book value per share (?)	Total amount of investment	Effective date	% of holding Postinvestment	Resultant effect on Jindal Worldwide Limited
1.	Jindal Mobilitric Private Limited	9,250 equity shares	10/-	'' 92,500/-	April 25, 2022	92.5%	Subsidiary Company of Jindal Worldwide Limited
2.	Goodcore Spintex Private Limited	1,00,00,000 equity shares	10/-	'' 10,00,00,000/-	May 3, 2022	100%	Wholly Owned Subsidiary Company of Jindal Worldwide Limited

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

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

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

Sr. No.	Names of Company	% of holding	Category
1.	Planet Spinning Mills Private Limited	100%	Wholly Owned Subsidiary
2.	Goodcore Spintex Private Limited (w.e.f. May 3, 2022)	100%	Wholly Owned Subsidiary
3.	Jindal Mobilitric Private Limited (w.e.f. April 25, 2022)	92.5%	Subsidiary
4.	Kashyap Tele-Medicines Limited	31.25%	Associate

29. BOARD MEETINGS

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

30. KEY MANAGERIAL PERSONNEL

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

Sr. No.	Name	Designation
1.	Mr. Amit Agrawal	Vice Chairman & Managing Director-Executive
2.	CA Vikram Oza	Non-Executive Non Independent Director & Chief Financial Officer
3.	CS Kiran Geryani (till October 7, 2022)	Company Secretary & Compliance Officer
4.	Chetna Dharajiya (w.e.f. February 13, 2023)	Company Secretary & Compliance Officer

31. BOARD OF DIRECTORS

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

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

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

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

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

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

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

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

c) Others

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

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

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

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

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

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

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

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

d) Committees of the Board of Directors

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

e) Performance Evaluation of the Board of Directors

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

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

i. Board of Directors as a whole;

ii. Committees of the Board;

iii. Individual Directors including the Chairman.

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

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

f) Other Statutory Disclosures

i) Credit Rating

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

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

ii) Deposits

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

iii) Investor Education and Protection Fund (IEPF)

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

iv) Share Capital

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

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

Share Capital Structure (including Capital & No. of Shares)
Type of Capital	No. of Shares	Face Value (in '')	Total Share Capital (in '')
Authorized Share Capital	30,00,00,000	1/-	30,00,00,000/-
Issued, Paid Up and Subscribed Capital	20,05,20,400	1/-	20,05,20,400/-

v) Maintenance of Cost Records

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

vi) Particulars of Loans, Guarantees or Investments

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

vii) Listing

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

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

viii) Adherence to Statutory Compliances

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

ix) Significant and Material Orders Passed By the Regulators

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

x) Application under the Insolvency and Bankruptcy Code, 2016

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

xi) Details of settlement done with Banks or Financial Institutions

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

xii) Acknowledgement & Appreciation

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

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

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

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

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Mar 31, 2022

With an immense pleasure, the Board of Directors of your Company "Jindal Worldwide Limited" are delighted to present the 36^th Annual Report on business and operations of the Company together with the Audited Standalone & Consolidated Financial Statements for the Financial Year ended 31^st March, 2022.

1. OVERVIEW ON OUTSTANDING FINANCIAL PERFORMANCE FOR THE FINANCIAL YEAR 2021-2022 :

The Financial Year 2021-2022 closed on a very high note for us with the Company recording the highest and significant Turnover, EBITDA and Net Profit ever in the last few years. Our strategy to focus on the core and recalibrate the fundamental metrics of business such as revenue, cost and working capital have reaped rich dividends for the Jindal. Your Company had an outstanding financial performance for the year ended 31^st March, 2022. The summarized comparison of Audited Standalone & Consolidated Financial Performance of your Company between the Current Financial Year 2021-2022 and the previous Financial Year 2020-2021 is tabled underneath:

('' in Lakhs except EPS)
Particulars	Standalone		Consolidated
	2021-2022	2020-2021	2021-2022	2020-2021
Revenue from Operations & Other Income (Total Income)	2,59,033.14	1,73,436.88	2,56,556.53	1,72,428.81
Less: Operating and Administrative Expenses	2,37,169.52	1,59,569.93	2,34,284.47	1,58,327.57
Profit Before Interest, Tax & Depreciation (EBITDA)	21,863.62	13,866.95	22,272.06	14,101.24
Less: Finance Cost	4,561.79	4,842.16	4,596.14	4,933.2
Less: Depreciation & Amortization Expenses	2,848.41	2,824.51	3,038.38	2,926.95
Less: Income Tax (Including Deferred Tax)	3,600.56	1,790.45	3,663.79	1,820.61
Less: Extraordinary Items & Exceptional Items	0.00	0.00	0.00	0.00
Net Profit/(Loss) After Tax	10,852.86	4,409.83	10,973.75	4,420.48
Profit/ (Loss) brought forward from Previous Year	0.00	0.00	0.00	0.00
Less: Profit Share of Non-Controlling Interest	--	--	0.00	0.00
Add: Profit from Associates	--	--	(53.99)	0.34
Other comprehensive income	905.12	0.00	905.12	0.00
Profit/(Loss)After Tax for the period comprising Other comprehensive income (PAT)	11,757.98	4,409.83	11,824.88	4,420.82
Equity Shares (at the F.V. of '' 1/- each )	2,005.20	2,005.20	2,005.20	2,005.20
Earning Per Equity Share - Basic & Diluted	5.86	2.20	5.90	2.20

2. KEY HIGHLIGHTS ON FINANCIAL PERFORMANCE:? On Standalone Basis:

Total Income: The total income increased by 49.35% to '' 2,59,033.14 Lakhs in comparison to '' 1,73,436.88 Lakhs of Previous Financial Year 2020-2021.

EBIDTA: The EBIDTA signified a growth of 57.67% to '' 21,863.62 Lakhs in comparison to '' 13,866.95 Lakhs of Previous Financial Year 2020-2021.

PAT: The PAT of the Company had a drastic growth momentum to 166.63% to '' 11,757.98 Lakhs in comparison to '' 4,409.83 Lakhs of Previous Financial Year 2020-2021.

• On Consolidated Basis:

Total Income: The total income increased by 48.79% to '' 2,56,556.53 Lakhs in comparison to '' 1,72,428.81 Lakhs of Previous Financial Year 2020-2021.

EBIDTA: The EBIDTA signified a growth of 57.94% to '' 22,272.06 Lakhs in comparison to '' 14,101.24 Lakhs of Previous Financial Year 2020-2021.

PAT: The PAT of the Company had a drastic growth momentum to 167.48% to '' 11,824.88 Lakhs in comparison to '' 4,420.82 Lakhs of Previous Financial Year 2020-2021.

3. BASIS OF PREPARATION OF FINANCIAL STATEMENTS :

The Annual Standalone & Consolidated Audited Financial Statements for the Financial Year 2021-2022, forming part of this Annual Report, have been prepared in accordance with Indian Accounting Standards (Ind-AS) notified under Section 133 of the Companies Act, 2013 read with Companies (Indian Accounting Standard) Rules, 2015 and presentation requirements of Division II of the Schedule III of the Companies Act , 2013 and in accordance with applicable regulations of SEBI (LODR) Regulations, 2015.

Pursuant to Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing salient features of the financial statements of Wholly Owned Subsidiary Company/Subsidiary Company/Associate Company are provided in Form AOC-1 which forms an integral part of this Annual Report as a part of Consolidated Financial Statements.

In accordance with the provisions of Section 136(1) of the Companies Act, 2013, the Company has duly placed on its website "www.iindaltextiles.com" the below :

• Annual Report of the Company including therein its Standalone and Consolidated Financial Statements for the Financial Year 2021-2022 and

• Audited Financial Statements for the Financial Year 2021-2022 of the Wholly Owned Subsidiary Company.

4. TRANSFER TO RESERVES:

During the year under review, no amount was transferred to Reserves. The Board of Directors has decided to retain the entire amount of profit for Financial Year 2021-2022 in the Profit And Loss Account.

5. DIVIDEND:

Regardless of the various challenges, the year 2021-2022 was a golden year for Jindal with highest ever revenues and profits in its operating history and thus keeping the outstanding and remarkable financial performance of the Company into consideration and keeping the interest of our shareholders into concern and in line with the proven track record and practice of the Company, the Board of Directors are pleased to recommended the Final Dividend @ 10% on its paid-up equity share capital i.e. '' 0.10/- paisa per equity share for the Financial Year 2021-2022 amounting to '' 200.52 Lakhs vide approval of Board of Directors in its meeting held on 28^th May, 2022. Further, the dividend, if declared with the approval of shareholders in the ensuing AGM shall be paid to those members whose names will appear in the Register of Members of the Company as the beneficial owners for availing dividend as per the list of Register of Members which shall be furnished by the Registrar & Transfer Agent (i.e. M/s. Cameo Corporate Service Limited) of the Company as on Record date i.e Tuesday, 20^th September, 2022.

The shareholders are hereby notified again that the information pertaining to the Tax Deduction at Source on Dividends paid which have become taxable in the hands of shareholders themselves w.e.f. 1^st April, 2020 in pursuance to the amendment in Finance Act, 2020, has been mentioned in the notes to the Notice of this AGM which forms part of this Annual Report.

6. DIVIDEND DISTRIBUTION POLICY :

Your Company has formulated Dividend Distribution Policy in accordance with Regulation 43A of the SEBI LODR Regulations, 2015 and any amendments thereto for bringing transparency in the matter of declaration of dividend and to protect the interest of investors. The Dividend Distribution Policy is available on the website of the Company: https://www.iindaltextiles.com/investor-data/policies/JWL DividednDistributionPolicy.pdf. Your Company intends to

maintain similar or better levels of dividend payout in future. However, the actual dividend payout in each year will be based on the profits and investment opportunities of the Company. Further, the Directors confirms that Dividend payouts of the Company are in accordance with the Dividend Distribution Policy of the Company.

7. BUSINESS EXPANSION & MODERNIZATION & INNOVATION:

We at Jindal are focusing on our efforts and our investments on maximum results, going deeper in areas that we believe we have strength and defocusing on others, and scaling up to secure leadership positions.

Expansion, Innovation, Productivity with Modernization into Business Operations are another key areas of focus at Jindal and its strongest key pillars. The Company continues to expand its business operations by crossing new milestones of growth and creating value-added products in the textile every year. During the year under review, the Company has made itself successful in achieving its remarkable presence around the world and expanding its export footprints in various countries and thus achieving high quantum of exports with its continued efforts to expand its business growth, business operations and expansion of portfolio. Going forward and keeping in view the market growth, benefits and bright future of EV Market in India, the Company has made its investments in ''M/s. Jindal Mobilitric Private Limited’ as its Subsidiary Company which is engaged into Business of Electric Vehicle and has recently forayed into the Electric Vehicle segment by way of acquisition of a start-up Company with brand "Earth Energy". Thus, the Company’s unshrinked commitment is to serve customers and ensure that their needs are met despite the prevailing market conditions.

Your Company has prepared itself for a post-COVID world in synchronization of the efforts made by it into business expansion. The Company has also accelerated its digitalization drive, initiated remote working of employees, arranged virtual meets through Zoom calls and Google meets. These initiatives enabled the company to engage more closely with customers, raising their satisfaction levels and continuing the growth trajectory.

8. CORPORATE GOVERNANCE:

In order to maximize shareholders value on a sustained basis, your Company has been constantly reassessing and bench marking itself with well-established Corporate Governance practices besides strictly complying with the requirements of SEBI (LODR) Regulations, 2015. Your Company remains committed to continuously adopt and adhere to the good corporate governance practices at its organization with an ultimate goal of making your Company a value driven organization and enhance stakeholder’ value. The Company aims to attain highest level of transparency, accountability and compliance with laws both in true letter and spirit, in all facets of operations, leading to the highest standards of Corporate Governance.

A separate section on report on Corporate Governance for the Financial Year 2021-2022 as stipulated under the Chapter IV, Regulation 34(3) read with Schedule V of SEBI (LODR) Regulations, 2015 forms part of this Annual Report along with a certificate of compliance from the Company’s Statutory Auditors thereon.

9. CODES OF CONDUCT:

{In pursuance to Regulation 8 & 9 of SEBI (Prohibition of Insider Trading) Regulations, 2015}

The Board of Directors has formulated, implemented and has in place a comprehensive "Code of Fair Disclosure of Unpublished Price Sensitive Information" & "Code of Conduct for Prevention of the Insider Trading" (hereinafter known as "Codes of Conduct") for regulating, monitoring and reporting the trading by Designated persons of the Company which exemplifies the spirit of good ethics and governance and is applicable to the Designated personnel’s of the Company which includes Promoters, Promoter Group, KMPs, Directors, Heads and such other employees of the Company and others as may be approved by the Board of Directors from time to time based on the fact of who are expected to have access to unpublished price sensitive information. The Codes of Conduct of the Company lays down guidelines advising the Designated Personnels on procedures to be followed and disclosures to be made while dealing with the shares of the Company, and cautioning them of consequences of violations

Further, the Board Members and Senior Management personnel have affirmed compliance with the code of conduct. A declaration in regard to compliance with the Codes of Conduct for the Financial Year 2021-2022 has been received by the Company from the Managing Director and is duly annexed to the Corporate Governance Report, which forms part of this Annual Report.

The Codes of Conduct are placed on the website of the Company https://www.iindaltextiles.com/investor.php.

10. DIRECTORS'' RESPONSIBILITY STATEMENT:

{In pursuance to provisions of Section 134(3)(c) and Section 134(5) of the Companies Act, 2013 (“the Act") read with relevant Rules thereunder }

The Directors of your Company confirm that, to the best of their knowledge and belief:

(a) in the preparation of annual accounts ,the applicable Accounting Standards have been followed alongwith proper explanations relating to material departures;

(b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of your Company as at 31^st March, 2022 and of the profit and loss of the Company for the Financial Year ended 31^st March, 2022;

(c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities;

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

(e) 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.

11. OVERVIEW OF THE ECONOMY AND IMPACT OF THE COVID-19 PANDEMIC :

The impact of Covid-19 during Financial Year 2021-2022 affected the first quarter post which the economy showed signs of recovery. The businesses of the Company perceived a sharp reverberation as Financial Year 2021-2022 was phenomenal for the Company in terms of performance, as the Company achieved its highest ever annual EBITDA and PAT. With core brand strength and wide distribution network across the country and global market, the Company capitalised on the buoyant demand and strong consumer sentiments during the year. The impact of COVID-19 pandemic on the overall economic environment has retroceded to a great magnitude. Your company has been always remain capable of mitigating the impact of COVID on its employees, clients, partners, investors and the communities in which it operates, however it does not foresee any challenges in its ability to continue as going concern or meeting its financial obligations at future point of time. The impact assessment of COVID-19 is a continuing process given the uncertainties associated with its nature and duration. Management will continue to monitor any material changes to future economic conditions and the impact thereof on financial position.

The impact of COVID-19 on the Annual financial statements of the Company is also separately mentioned in the Notes to the Annual financial statements which forms part of this Annual Report.

12. ENVIRONMENT, HEALTH AND SAFETY (EHS) :

Your Company ensures that environment, health, and safety aspects are taken into consideration at each and every stage of its business operations through its EHS Management System which provides a structured framework for managing the Environment and Occupation Health & safety risks and opportunities.

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

The following features were the part of Jindal''s EHS during the Financial Year 2021-2022:

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

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

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

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

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

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

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

• Ensuring safe handling and storage of hazardous chemicals.

• Continuously improving the Environmental, Health and Safety performance.

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

13. CORPORATE SOCIAL RESPONSIBILITY (CSR):

{In pursuance to Section 135 of the Companies Act, 2013 (“the Act") read with relevant Rules thereunder}

The core theme of the Company’s CSR policy is giving back to the society from which it draws its resources by extending a helping hand to the needy and the underprivileged. The Company’s CSR Committee monitors the implementation of CSR policy and ensures that CSR Activities as mentioned in Policy are in line with relevant Schedule of Companies Act, 2013 and are undertaken accordingly by the Company. The CSR Policy is available on the Company’s website on http://www.iindaltextiles.com/investor-data/policies/CSR POLICY.pdf.

The brief outline of the Corporate Social Responsibility (CSR) Policy of the Company and the activities undertaken by the Company on the CSR activities during the year under review and other relevant details are set out in "Annexure-A" which forms part of this Board of Directors’ Report

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

14. ANNUAL RETURN:

(In pursuance to Section 92 and 134 (3) (a) of the Companies Act, 2013 (“the Act") read with relevant Rules thereunder}

The Annual Return of the Company for the Financial Year 2021-2022 in the prescribed format in Form MGT-7 is available on the website of the Company and the web-link of same is "https://www.jindaltextiles.com/investor-data/ notice/Jindal MGT-7-2021-2022.pdf".

However, as a part of good compliance and governance, the draft unsigned copy is also annexed as "Annexure- B" to this Board of Directors’ Report, which forms part of this Annual Report.

15. NOMINATION AND REMUNERATION POLICY:

{In pursuance to Section 178 of the Companies Act, 2013 (“the Act") read with relevant Rules thereunder}

The Company’s Nomination and Remuneration Policy is framed and adopted on recommendation of the Nomination & Remuneration Committee of the Company. The policy, inter alia lays down the principles relating to qualification, core competence, expertise and experience for selection, appointment, cessation, remuneration and evaluation of Directors, Key Managerial Personnel and Senior Management Personnel of the Company.

The Nomination and Remuneration Policy is available on the Company’s website on http://www.jindaltextiles.com/ investor-data/policies/NOMINATION REMUNERATION POIICY.pdf. The details of this policy are explained in the Corporate Governance Report which forms part of this Annual Report.

16. RISK MANAGEMENT AND POLICY:

{In pursuance to Regulation 21 of the SEBI (LODR) Regulations, 2015}

Risk management is a continuous process across the organization designed to identify, assess and frame a response to threats that affect the achievement of its objectives. The Company reviewed the major risks including risks on account of business continuity, supply chain management, third party risks, legal compliance and other risks which may affect or has affected its operations, employees, customers, vendors and all other stakeholders from both the external and the internal environment perspective.

The Company in pursuance to Companies Act, 2013 & SEBI(LODR) Regulations,2015 has formulated Risk Management Policy to monitor, address and mitigagte the risks associated with the Company, the details of which are set out in MADR Report forming part of this Board of Directors’ Report . The policy consist of three essential elements viz. Risk Assessment & Management, Risk Mitigation and Risk Monitoring. The Risk Management Policy is available on the website of the Company at https://www.jindaltextiles.com/investor-data/policies/JWI RiskManagementPolicy.pdf and the details of this policy are explained in the Corporate Governance Report which forms part of this Annual Report.

Further, in compliance to the applicable provisions, the Company has duly constituted Risk Management Committee w.e.f 01^st April, 2021 which has laid down the procedures to inform to the Board about the risk assessment and minimization procedures and the Board shall be responsible for framing, implementing , reviewing and monitoring the risk management plan and policy for the Company.

17. VIGIL MECHANISM/WHISTLE BLOWER POLICY:

{In pursuance to provisions of Section 177 (9) & (10) of the Companies Act, 2013 (“the Act") read with relevant Rules thereunder and Regulation 22 of SEBI (LODR) Regulations, 2015}

Your Company believes in conducting business affairs in a fair and transparent manner to foster professionalism, honesty, integrity and ethical behavior via Vigil Mechanism/Whistle Blower Policy. Jindal has established a robust Vigil Mechanism and adopted a Whistle Blower Policy in accordance with provisions of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015, to provide a formal mechanism to the Directors and employees to report their concerns about unethical behaviour, actual or suspected fraud or violation of the Company’s Code of Conduct or ethics policy. The Policy provides for adequate safeguards against victimization of employees and also provides for direct access to the Chairman of the Audit Committee. It is affirmed that no personnel of the Company have been denied access to the Audit Committee.

The Vigil Mechanism /Whistle Blower Policy may be accessed on the Company’s website. "http://www.jindaltextiles. com/investor-data/policies/VIGII MFCHANISM POIICY.pdf"

18. PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE :

Jindal Worldwide Limited always ensures to make the workplace discrimination and harassment free and endeavors to keep a safe, secure, transparent and friendly working environment for its women employees.

The Company offers equal employment opportunities and is committed to create a healthy, safe, secure, transparent working environment that enables employees to work comfortably without fear of prejudice and gender bias, with a zero tolerance towards any kind of harassment including sexual harassment or discrimination. The Company has in place a policy on prevention, prohibition and redressal of Sexual Harassment at workplace in line with the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. No complaints on sexual harassment were received during the year Financial Year 2021-2022.

19. HUMAN RESOURCES AND INDUSTRIAL RELATIONS:

At Jindal, we continue to retain focus on our core values of Trust, Quality, and Excellence that drive the organization culture. Human Resource - the people are the backbone of your Company being the strong foundation for creating many possibilities for its business. Our employees are our key strength, which has led us to achieve the results and various milestones in our organization’s journey. The Company believes that attracting, developing and retaining talent is crucial to organizational success. The Company has several initiatives and programs to ensure employees experience a holistic and fulfilling career with Textile sector. During the Financial Year under review, employee satisfaction and involvement, resulted in maintenance of harmonious and cordial Industrial Relations. The Human Resources function works as a strategic partner to the business of the Company at all times.

20. AUDITORS :

(a) Statutory Auditors:

{In pursuance to provisions of Section 139 of the Companies Act, 2013 (“the Act") read with relevant Rules thereunder}

The Independent Auditor’s Report on the Audited Standalone & Consolidated Financial Statements of the Company as issued by M/s. Saremal & Company for the Financial Year 2021-2022 had no audit qualifications, reservations, adverse remarks or disclaimer therein. Also, the said auditors have not reported any matter under Section 143(12) of the Companies Act, 2013, therefore there exists no details to be disclosed in this Directors’ Report pursuant to Section 134(3) of the Companies Act, 2013.

Further, the existing first term of appointment of existing Statutory Auditors of the Company i.e. M/s. Saremal & Co., (FRN 109281W) , Chartered Accountants shall be expired at the conclusion of this 36^th AGM who were earlier appointed with the approval of the Board of Directors and subsequent with the approval of Members of the Company at the AGM held on 27th September, 2017 as the Statutory Auditors of the Company to hold the office for a term of 5 (Five) years from the conclusion of 31^st AGM till the conclusion of the 36^th AGM to conduct the statutory audit from Financial Year 2017-2018 upto the Financial Year 2021-2022.

Accordingly, due to expiry of their existing first term of appointment at the conclusion of the 36^th AGM and pursuant to Section 139, 141 & 142 and all other applicable provisions of the Companies Act, 2013 and relevant rules made there under, the Board of Directors in its meeting held on 8^th August, 2022 has approved re-appointment of M/s. Saremal & Co., Chartered Accountants as Statutory Auditors for a second consecutive term of 1 year from the conclusion of this 36^th AGM till the conclusion of 37th AGM and to conduct the statutory audit for the Financial Year 2022-2023, subject to the approval of shareholders of the Company at this ensuing AGM.

Accordingly, your Company has received written consent(s) and certificate(s) of eligibility from the re-appointing auditors - M/s. Saremal & Co. in accordance with Sections 139, 141 and other applicable provisions of the Companies Act, 2013 and Rules issued thereunder (including any statutory modification(s) or re-enactment(s) for the time being in force). Further, the said auditor has confirmed and assured that their firm has been subjected to the peer review process of the Institute of Chartered Accountants of lndia (lCAl) and holds a valid certificate issued by the Peer Review Board of the ICAI. They have further confirmed that they are not disqualified to be appointed as the Statutory Auditors in terms of the Companies Act, 2013 and the rules made thereunder.

(b) Division Auditors:

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

M/s. Zarana & Associates (FRN: 143289W), Chartered Accountants, Ahmedabad the Division Auditors of the Company has carried out the Audit of the Divisions of the Company for the Financial Year 2021-2022.

Further, the Board of Directors of the Company has re-appointed M/s. Zarana & Associates (FRN: 143289W), Chartered Accountants, Ahmedabad for conducting audit of the of the Divisions of the Company for the Financial Year 2022-2023, the consent of which has been duly received by the Company from the said Auditors to act as the Division Auditors of the Company, on such terms & conditions as may be mutually agreed upon by the Auditors and by the Board from time to time.

(c) Secretarial Auditors:

{In pursuance to provisions of Section 204(1) of the Companies Act, 2013 (“the Act") read with relevant Rules thereunder}

M/s. SPANJ & Associates, Company Secretaries, Ahmedabad , the Secretarial Auditors of the Company had conducted the Audit of Secretarial Records for the Financial Year 2021-2022.

Annual Secretarial Audit Report- The Report of the Secretarial Auditors is annexed as "Annexure-C-1" which forms part of this Board of Directors’ Report with no secretarial audit qualifications, reservations, adverse remarks or disclaimer therein for the Financial Year 2021-2022.

Annual Secretarial Compliance Report- Pursuant to Regulation 24A of SEBI(LODR) Regulations, 2015 read with SEBI Circular no. CIR/CFD/CMD1/27/2019 dated 8^th February, 2019, Annual Secretarial Compliance Report of the Company for the Financial Year ended 31^st March, 2022 as received from the M/s. SPANJ & Associates, Company Secretaries, Ahmedabad was duly submitted to the Stock Exchanges within the prescribed time framework as stated in the said circular and the same is annexed as "Annexure-C-2" which forms part of this Board of Directors’ Report.

Certificate of Non-Disqualification of Directors {under Schedule V (C )(10) (i) of SEBI (LODR) Regulations, 2015}: Pursuant to compliance of provisions of Regulation 34(3) read with amended Schedule V (C )(10)(i) of SEBI (LODR) Regulations, 2015; your Company has duly availed the certificate that none of the Directors on the Board of the Company have been debarred or disqualified from being appointed or continuing as Directors of Companies by the SEBI//MCA or any such statutory authority from M/s. SPANJ & Associates, Company Secretaries, Ahmedabad and the same is annexed as "Annexure-3" to Report on Corporate Governance, which forms a part of this Annual Report.

Further, the Board of Directors of the Company has re-appointed M/s. SPANJ & Associates, Company Secretaries, Ahmedabad for conducting audit of the Secretarial Records for the Financial Year 2022-2023, the consent of which has been duly received by the Company from M/s. SPANJ & Associates, Company Secretaries, Ahmedabad to act as the Secretarial Auditors of the Company, on such terms & conditions as may be mutually agreed upon by the Auditors and by the Board from time to time.

(d) Cost Auditors:

{In pursuance to provisions of Section 148 of the Companies Act, 2013 (“the Act") read with relevant Rules thereunder}

M/s. K. V. Melwani & Associates, Cost Accountants (FRN: 100497), Ahmedabad has conducted the Audit of Cost Records for the Financial Year 2021-2022 with no audit qualifications, reservations, adverse remarks or disclaimer in the Cost Audit Report for the Financial Year 2021-2022.

Further, the Board has re-appointed M/s. K. V Melwani & Associates, Cost Accountants (FRN: 100497), Ahmedabad as Cost Auditors to conduct the audit of cost records of the Company for the Financial Year 2022-2023; the consent of which along with a certificate confirming their independence and arm’s length relationship has been duly received by the Company from the said Auditors.

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

(e) Internal Auditors:

{In pursuance to provisions of Section 138 of the Companies Act, 2013 (“the Act") read with relevant Rules thereunder}

M/s. Jagdish Verma & Co., Chartered Accountants (FRN: 103837W), Ahmedabad has conducted Internal Audit for the Financial Year 2021-2022 with no audit qualifications, reservation, adverse remark or disclaimer in the Internal Auditor’s Report of the Company for the Financial Year 2021-2022.

Further, the Board has re-appointed M/s. Jagdish Verma & Co., Chartered Accountants (FRN: 103837W), Ahmedabad as Internal Auditors of the Company for the Financial Year 2022-2023; the consent of which has been duly received by the Company from the said Auditors to act as the Internal Auditors of the Company, on such terms & conditions as may be mutually agreed upon by the Auditors and by the Board from time to time.

21. I NTERNAL CONTROL SYSTEMS AND ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH RESPECT TO THE FINANCIAL STATEMENTS:

{In pursuance to provisions of Section 134(5) of the Companies Act, 2013 (“the Act") read with relevant Rules thereunder}

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

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

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

During the Financial Year 2021-2022, the Company operates through ERP system and has implemented adequate internal financial controls for achieving efficiency in operations, optimum utilization of the Company’s resources, effective monitoring systems and compliance with laws and regulations. Further, through use of appropriate risk management tools and adherence to global benchmarks of quality, hygiene and safety, we continuously strive to achieve manufacturing excellence.

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

{In pursuance to provisions of Section 134(3)(m) of the Companies Act, 2013 (“the Act") read with relevant Rules thereunder }

The details pertaining to conservation of energy, technology absorption and foreign exchange earnings and outgo is annexed as "Annexure - D" which forms part of this Board of Director''s Report.

23. DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND PARTICULARS OF EMPLOYEES:

{In pursuance to provisions of 197(12) of the Companies Act, 2013 (“the Act") read with relevant Rules thereunder}

The details of remuneration of Directors, Key Managerial Personnel and Particulars of Employees and other information required under Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are set out in "Annexure -E" which forms a part of this Board of Directors'' Report.

24. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

{In pursuance to provisions of Regulation 34 and Schedule V of SEBI (LODR) Regulation, 2015}

The Management Discussion and Analysis Report for the Financial Year 2021-2022, capturing Company''s business operations and performance review, Global & Indian industry trends, key financial ratios , other material changes/ developments in the Textiles Industry and future outlook of the Company''s businesses and other required details is annexed as "Annexure-F" which forms part of this Board of Directors'' Report.

25. RELATED PARTY TRANSACTIONS:

As a part of Company''s philosophy of adhering to highest ethical standards, transparency and accountability and in compliance to provisions of Section 188 of the Companies Act, 2013 and applicable regulations of SEBI(LODR) Regulations, 2015 , all the contracts/ arrangements/transactions entered into by the Company with related parties were in the ordinary course of business and on an arm''s length basis for the Financial Year under review. The Company has not entered into material contracts or arrangements or transactions with related parties in accordance with Section 188 of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014.

The Statement of Related Party Transactions are periodically placed before the Audit Committee for review and approval, as required under the Companies Act, 2013 and SEBI (LODR) Regulations, 2015.

The Company in pursuance to compliance of Regulation 23 of the SEBI (LODR) Regulations, 2015 is regular in submission of half yearly disclosures of related party transactions to the Stock Exchanges on a standalone and consolidated basis within the prescribed framework specified under SEBI(LODR) Regulations, 2015.

Pursuant to Section 134 (3) (h) of the Companies Act 2013, a statement showing particulars as "Not Applicable" of the contracts and arrangements with related parties under Section 188(1) of the Companies Act 2013 is annexed to the Board of Directors'' Report as "Annexure-G" in the prescribed Form-AOC-2.

During the year, there were no materially significant Related Party Transactions made by the Company with its Promoters (except tabled below), Directors or the Management or their relatives and with its wholly owned subsidiary/ subsidiary/associate companies that may have potential conflict with interest of the Company and that would have required shareholders’ approval under SEBI (LODR) Regulations, 2015.

Pursuant to Schedule V, Part A, Para 2A of the SEBI (LODR) Regulations, 2015, the list of Related Party Transactions entered into by the Company with the promoters of the Company who holds 10% or more shareholding in the Company is as follows:

	Names of Promoter who	% of shareholding	Amount of Transaction
Sr. No.	holds more than 10% shareholding			Nature of Transaction
1.	Amit Agrawal	19.40%	'' 1,14,13,300/-	Director''s Remuneration & Salary
2.	Madhulika Agrawal	14.98 %	NIL	NA
3.	Dr. Yamunadutt Agrawal	13.06 %	NIL	NA

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

In line with the provisions of the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015, the Board has approved a policy on Related Party Transactions. The "Policy on Related Party Transaction" as approved by the Board is available on the website of the Company through weblink:

http://www.iindaltextiles.com/investor-data/policies/RELATED PARTY TRANSACTION POLICY.pdf

26. BUSINESS RESPONSIBILITY REPORT AND POLICY THEREOF :

{In pursuance to Regulation 34 of SEBI (LODR) Regulations, 2015}

In compliance to Regulation 34(2) (f) of the SEBI (LODR) Regulations, 2015, the Business Responsibility Report ("BRR") of the Company for the Financial Year 2021-2022 stating key principles to assess compliance and initiatives taken with Environmental, Social and Governance Norms is annexed herewith as "Annexure-H" which forms part of this Annual Report.

The ''Business Responsibility Policy’ is available on the website of the Company on the weblink: http://www.jindaltextiles. com/investor-data/policies/business responsibility policy.pdf

27. INFORMATION & PERFORMANCE OF SUBSIDIARY/WHOLLY OWNED/ JOINT VENTURES / ASSOCIATE COMPANIES:

The Company continues to hold its investment in below mentioned Wholly Owned Subsidiary and Associate of the Companies as at 31^st March, 2022:

Sr. No.	Names of Companies	% of holding	Category: Wholly Owned Subsidiary/ Associate
1.	Planet Spinning Mills Private Limited	100%	Wholly Owned Subsidiary
2.	Kashyap Tele-Medicines Limited	31.25%	Associate

The Company has a practice of availing an in-principal approval of the Board of Directors in its respective Board Meetings for any acquisition or disposal off its investments in the equity shares of either of its Subsidiary/Wholly Owned/ Joint Ventures / Associate Companies and also makes the necessary disclosures to Stock Exchanges in compliance to SEBI (LODR) Regulations, 2015.

• Pursuant to the provisions of Companies (Restriction on number of layers) Rules, 2017; no Company shall have more than two layers of subsidiaries other than a Company belonging to a class specified in the said Rules. Accordingly, your Company does not have any Layer of Subsidiary Company as on 31^st March, 2022 and thus has complied with provisions of the said rules.

28. MATERIAL CHANGES:DURING THE YEAR:

During the Financial Year under review , there were no other material changes occurred or material commitments which affected the financial position of the Company except if any separately stated in this Board of Directors’ Report and except as stated below:

a.) Postal Ballot:

During the year under review, the Board of Directors sought approval of the Shareholders of the Company through Postal Ballot process pursuant to the provisions of Sections 108 & 110 of the Act read with Rule 20 & 22 of the Companies (Management and Administration) Rules, 2014 (as amended) and Regulation 44 of the SEBI (LODR) Reguations, 2015, vide Postal Ballot notice dated 12^th October, 2021 for the Special Businesses as set out herein below:

i. To consider and approve for giving authorization to Board of Directors under Section 180(1 )(c) of the Companies Act, 2013 upto an aggregate revised limit of '' 1,600 Crores, by means of postal ballot process.

ii. To consider and approve for giving authorization to Board of Directors under Section 180(1 )(a) of the Companies Act, 2013 upto an aggregate revised limit of '' 1,600 Crores, by means of postal ballot process.

iii. To consider and approve for giving authorization to board of directors to advance any loan, give any guarantee or to provide any security to all such person specified under Section 185 of the Companies Act, 2013 upto an aggregate limit of '' 1,500 Crores, by means of postal ballot process.

iv. To consider and approve for giving authorization to Board of Directors under Section 186 of the Companies, Act, 2013 upto an aggregate revised limit of '' 1,500 Crores, by means of postal ballot process.

v. To consider and approve the appointment of Ms. Jasdev Kaur Rait (DIN-09354682) as an Non-Executive Independent Director of the Company, by means of postal ballot process.

The resolution was passed with requisite majority of the Shareholders on 12^th November, 2021 being the e-voting end date. The details are given under the head "Postal Ballot" in ''Report on Corporate Governance’ Section which forms part of this Annual Report.

b.) Issuance Of Commercial Paper Instruments:

I n the Financial Year 2021-2022, the Company has started raising funds through issuance of Commercial Papers (CPs) instruments to various investors for meeting out its short term financial obligations. The Company has issued all Commercial Paper (CP) by duly adhering to the Reserve Bank Commercial Paper Directions and Operational Guidelines on CPs as prescribed by Fixed Income Money Market and Derivatives Association of India (FIMMDA) and also utilized the funds for the end use purpose only.

The brief details of Commercial Paper(s) as issued by the Company in the Financial Year 2021-2022 are as tabled below:

Sr. No.	Date of Board Meeting for approval of issuance of CP	ISIN	Amount of CP	Issue Date / Value Date	Name of Investor	Redemption Date
1.	09th February, 2021	INE247D14016	'' 25 Crores	08th April, 2021	Bank of Bahrain and Kuwait	30th September, 2021
2.	04th September, 2021	INE247D14024	'' 25 Crores	18th October, 2021	Bank of Bahrain and Kuwait	30th March, 2022
3.	10th February, 2022	INE247D14032	'' 25 Crores	03rd March , 2022	Bank of Bahrain and Kuwait	30th August, 2022
Total CP Issuance during FY 2021 -2022			'' 75 Crores
Total Outstanding CP as on 31st March, 2022			'' 25 Crores

? DURING THE PERIOD FROM THE END OF FINANCIAL YEAR 31^ST MARCH, 2022 TO THE DATE OF THIS REPORT (POST BALANCE SHEET DATE EVENTS)

After the end of Financial Year on 31^st March, 2022, your Company has made an investment of its funds by way of acquiring Equity Share Capital of M/S. Jindal Mobilitric Private Limited and M/S. Goodcore Spintex Private Limited in the manner as detailed below and as a result of which the M/s. Jindal Mobilitric Private Limited have become the Subsidiary Company of the Company and M/s. Goodcore Spintex Private Limited have become the Wholly Owned Subsidiary Company of the Company.

Sr. No.	Name of Companies	No of equity shares acquired	Book value per share (?)	Total amount of investment	Effective date	% of holding Postinvestment	Resultant effect on Jindal Worldwide Limited
1.	M/S. Jindal Mobilitric Private Limited	9250 equity shares	10/-	? 92,500/-	25th April, 2022	92.5%	Subsidiary Company of M/s. Jindal Worldwide Limited
2.	M/S. Goodcore Spintex Private Limited	1,00,00,000 equity shares	10/-	? 10,00,00,000/-	03rd May, 2022	100%	Wholly Owned Subsidiary Company of M/s. Jindal Worldwide Limited

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

29. BOARD MEETINGS:

During the Financial Year under review, the Board of Directors of the Company met for 7 (Seven) times for various agenda items of the Company, the same which were circulated well in advance to the Board. The details of the meetings held viz. dates/number etc., attendance of directors therein are duly mentioned in the Corporate Governance Report, which forms part of this Annual Report.

30. KEY MANAGERIAL PERSONNEL:

{In pursuance to provisions of Section 203 of the Companies Act, 2013 (“the Act") read with relevant Rules thereunder}

Your Company is having dynamic, qualified, experienced, committed and versatile professionals in the Management of the Company who are designated as ''Key Managerial Personnel (KMPs)’ in compliance to applicable provisions. For the Year under review, below officials acted as the KMPs of the Company:

Sr.No.	Name of Officials	Designation in the Company
1.	Mr. Amit Agrawal	Managing Director-Executive
2.	CA Vikram Oza	Non-Executive Non Independent Director & Chief Financial Officer
3.	CS Kiran Geryani	Whole Time Company Secretary & Compliance Officer

31. BOARD OF DIRECTORS:

At the core of corporate governance practices is the Board of Directors who oversees how the management serves and protects the long term interests of all the stakeholders of the company. The Board of Directors of your Company are fully committed to steer the organization for long-term success through setting of strategies, delegating responsibilities and providing an overall direction to the business, while effectively managing risks and ensuring high quality of governance by keeping the Company on the path of Sustainable growth and development.

> The details of size and composition of the Board is provided in Corporate Governance Report, which forms part of

this Annual Report.

> During the year under review, following changes took place in the Board Structure of the Company:

a. ) On recommendations of Nomination and Remuneration committee and further approval of Board of Directors

at their meeting held on 22^nd June, 2021, the shareholders of the Company has considered and approved the re-appointment of Mr. Amit Agrawal (DIN: 00169061) as the Managing Director of the Company for an another term of 5 (Five) years i.e. w.e.f. 3^rd September, 2021 to 2^nd September, 2026, by passing the Special Resolution in the Annual General Meeting held on 30^th September, 2021.

b. ) In accordance with the provisions of Section 152 of the Companies Act, 2013 and in terms of the Memorandum

and Articles of Association of the Company, Mr. Vikram Oza was re-appointed who was liable to retire by rotation at the Annual General Meeting held on 30^th September, 2021 and who had offered himself for reappointment.

c. ) In order to enhance the involvement of the professionalized personnel in Management of the Company, to

create enduring guidance for the Company and to continue maintaining the diverse and independent Board for ensuring good governance practices, on recommendations of Nomination and Remuneration committee and further approval of Board of Directors at their meeting held on 12^th October, 2021; the shareholders of the Company has considered and approved the appointment of Ms. Jasdev Kaur Rait as an Non-Executive Independent Director of the Company to hold office for the term for the period of 5 years w.e.f 12^th October, 2021 to 11^th October, 2026, by passing the Special Resolution by means of Postal Ballot dated 12^th November, 2021.

> Further, all the Directors of the Company have confirmed that they are not disqualified from being appointed as Directors in terms of Section 164 of the Companies Act, 2013.

> Also, pursuant to Schedule V(C )(10)(i) of SEBI (LODR) Regulation, 2015 ; the Company has received a certificate from Practicing Company Secretary stating that the Directors of the Company are not debarred or disqualified by the SEBI / Ministry of Corporate Affairs or any such statutory authority from being appointed or continuing as Director of the Company.

> Further, all the Independent Directors of the Company have given declarations as required under Section 149 (7) of the Companies Act, 2013 that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16 (b) of SEBI (LODR) Regulations, 2015.

> In compliance to the aforesaid MCA Notification No. G.S.R. 804(E) dated 22^nd October, 2019 which was effective from 01^st December, 2019, all the Independent Directors of your Company have confirmed that they are in compliance with Rules 6(1) and 6(2) of the Companies (Appointment and Qualification of Directors) Rules, 2014, with respect to registration of their names in the data bank of Independent Directors maintained by the Indian Institute of Corporate Affairs(IICA). They have also submitted a copy

of registration certificate to the Company as a proof of registration. The Independent Directors of the Company Mr. Rajesh Jain, Mr. Ashish Shah, Mr. Shrikant Jhaveri, Ms. Deepali Agrawal are exempted from passing the proficiency self-assessment test pursuant to the applicable rules thereupon and have duly submitted exemption certificate to the Company. Only Mrs. Jasdev Kaur Rait have confirmed that she shall pass the proficiency self-assessment test in due course of time in accordance to the said Rules.

> Further, all the required Ordinary & Special Business Agenda as pointed below are being placed for your approval at the ensuing 36^th Annual General Meeting. In accordance with the provisions of the Companies Act, 2013 read with Regulation 36 of SEBI (LODR) Regulations, 2015 and Secretarial Standard - 2 as issued by the Institute of Company Secretaries of India and in terms of the Memorandum and Articles of Association of the Company, the brief resume, nature of expertise, details of directorships held in other companies of the Directors concerned to the agenda items along with their shareholding in the Company, is stated in the Notice convening the 36^th Annual General Meeting of your Company.

• Re-Appointment of Dr. Yamunadutt Agrawal (DIN: 00243192) as a Director liable to retire by rotation.

• To consider and approve for elevation of Mr. Amit Agarwal, Managing Director from the designation of Managing Director to the designation of "Vice-Chairman & Managing Director" of the Company.

32. COMMITTEES OF THE BOARD OF DIRECTORS:

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

33. PERFORMANCE EVALUATION OF THE BOARD OF DIRECTORS:

In compliance to the requirements of the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015 read with the Guidance Note on Board Evaluation as issued by SEBI in January, 2017, your Board of Directors has put in place a mechanism to carry out the annual performance evaluation of the Board of Directors as a whole, Committees of the Board and individual Directors.

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

i. Board of Directors as a whole

ii. Committees of the Board of Directors.

iii. Individual Directors including the Chairman of the Board of Directors.

During the Financial Year under review, the Board evaluation was conducted internally in a confidential manner for the Financial Year ended 31^st March, 2022 by complying with all the criteria of evaluation as envisaged in "SEBI Guidance Note on Board Evaluation" through a structured questionnaire designed with qualitative parameters and feedback based on ratings.

Also, as per compliance of Schedule IV of the SEBI (LODR) Regulations, 2015; the performance evaluation of the Independent Directors was effectively carried out at the separate meeting of the Independent Directors of the Company as held on 09^th February, 2021 wherein the performance evaluation of the Chairman and the Non-Independent Directors was also carried out by the Independent Directors.

Subsequent to the completion of internal evaluation process, the same was discussed and reviewed at the Nomination and Remuneration Committee Meeting and thereafter by the Board of directors. The Board of Directors expressed their satisfaction with the evaluation process and results thereof.

34. OTHER STATUTORY DISCLOSURES:

a. ) Credit Rating :

The credit rating for the bank credit facilities of your Company was duly upgraded, reviewed and reaffirmed by "Brickwork Ratings India Private Limited" in November, 2021 with rating "BWR AA-" for Fund based Credit Facilities and Rating "BWR A1 " for Non-Fund Based Credit Facilities aggregating to '' 565.66 Crores in comparison to the previous limits of Fund based Credit Facilities and Non-Fund Based Credit Facilities aggregating to '' 585.66 Crores; the details of which are stated in the Corporate Governance Report which forms part of this Annual Report.

Pursuant to Regulation 30 of SEBI (LODR) Regulations, 2015; necessary disclosures were made to the Stock Exchanges in regards to same and also was updated on the website of the Company alongwith the Credit Rating Rational Letters as issued by the said Credit Rating Agency.

b. ) Deposits:

During the Financial Year 2021-2022, your Company has not accepted any deposits under Sections 73 and 74 of the Companies Act, 2013 read with relevant rules thereof and thus the necessary disclosure and reporting as applicable in this regard has been complied with by the Company.

c. ) Transfer to Investor Education and Protection Fund (IEPF):

Your Company is in compliance with the provisions of the Sections 124 & 125 of the Companies Act, 2013, read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("the Rules"), as amended from time to time.

The details of its compliances are stated in the Corporate Governance Report which forms part of this Annual Report.

d.) Changes in Share Capital:

During the year under review, the Company has not altered/modified its authorized share capital and has not issued any shares including equity shares with differential rights as to dividend, voting or otherwise. The Company has not issued any sweat equity shares to its directors or employees. Further, as on 31^st March, 2022, none of the Directors of the Company hold instruments convertible into equity shares of the Company.

Accordingly, the Equity Share Capital of the Company as at 31^st March, 2022 continues to stand same with no changes as per the tabled structure below:

Share Capital Structure (including Capital & No. of Shares ):
Type of Capital	No. of Shares	Face Value (in '')	Total Share Capital (in '')
Authorized Share Capital	30,00,00,000	1/-	30,00,00,000/-
Issued , Paid Up and Subscribed Capital	20,05,20,400	1/-	20,05,20,400/-

e.) Maintenance of Cost Records:

I n compliance with the provisions of Section 148(1) of the Companies Act, 2013, your Company ensures the preparation and maintenance of cost records of the Company on annual basis, the cost audit of which is carried by the Cost Accountants of the Company M/s. K.V. Melwani & Associates, Ahmedabad. In the Financial Year 20212022; the company has completed the Cost Audit of Financial Year 2020-2021.

f. ) Particulars of Loans, Guarantees or Investment:

The details of Loans granted, Guarantees given and Investments made during the Financial Year under review as covered under the provisions of Section 186 of the Companies Act, 2013 have been provided in the notes to the Financial Statements which forms part of this Annual Report.

g. ) Company Listed At:

Your Company’s Equity Securities are listed at the "BSE Limited" w.e.f. 25^th March, 1996 and at "The National Stock Exchange of India Limited" w.e.f. 25^th November, 2010. The Listing fees of both the Stock Exchanges have been duly paid for the Financial Year 2021-2022 and 2022-2023 within the prescribed timeframe as per SEBI (LODR) Regulations, 2015.

Further, the Company has also duly paid Annual Custody Charges to National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) for the Financial Year 2021-2022 and 2022-2023.

h. ) Adherence to Statutory Compliances:

During the Financial Year under review, the Company had complied with all the statutory compliances of Companies Act, 2013, SEBI (LODR) Regulations, 2015, Secretarial Standards issued by ICSI and with all other various laws, provisions and Acts as may be applicable to the Company from time to time read with amendments/modifications therein.

i. ) Significant and Material Orders Passed By the Regulators:

No significant material orders has been passed by the Regulators or Courts or Tribunals impacting the going concern status of your Company and its operations in future, during the Financial Year 2021-2022.

j. ) Application under the Insolvency and Bankruptcy Code, 2016:

During the year under review, your company has neither made any application nor any proceedings were initiated/ pending against the Company under the Insolvency and Bankruptcy Code, 2016 as at the year ended 31^st March, 2022.

k. ) Details of Settlement Done With Banks or Financial Institutions:

During the year under review, there exist no such requirement of valuations and one time settlement in respect to the loans availed from banks or financial Institutions, and hence disclosure of details of difference between amount of the valuation done at the time of one time settlement and the valuation done while taking loan from the banks or financial institutions along with the reason thereof is not applicable to the Company.

35. ACKNOWLEDGEMENT & APPRECIATION:

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

The Board also places on record its sincere appreciation to its Management, Directors, its valued customers, Business Associates, Consultants vendors, service providers, its shareholders, investors for their persistent faith, unstinted commitment, co-operation, and support and look forward to their continued support in all our future endeavors to pursue excellence and grow year after year in its shared mission and objective of being one of the best textile Company in the world.

Further, your Directors very warmly thank every member of the Jindal family for their contribution to Company’s performance. We applaud them for their superior levels of competence, continuous dedication and commitment towards Company and making the Company what it is today. Their enthusiasm and untiring efforts have enabled the Company to scale new heights and to built a stronger tomorrow.

As the Company is approaching the new Financial Year 2022-2023 it is confident that it will be able to overcome all the challenges that come its way with a vision of being one of the largest textile Company in the world.

For and On Behalf of Board of Directors of JINDAL WORLDWIDE LIMITEDSd/-(DR. YAMUNADUTT AGRAWAL)

Place: Ahmedabad Chairman & Director

Date: 08^th August, 2022 DIN: 00243192

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Mar 31, 2018

Dear Members,

JINDAL WORLDWIDE LIMITED

Ahmedabad

The Directors have immense pleasure in presenting the 32^nd Annual Report on the business and operations of your Company together with the Company’s Audited Financial Statement for the Financial Year ended 31^st March, 2018.

1. FINANCIAL SUMMARY:

The performance of your Company for the Financial Year ended 31^st March, 2018 is summarized below:

(Rs. in Crores except EPS)

Particulars	Financial Year ended
	Standalone		Consolidated
	31st March, 2018	31st March, 2017	31st March, 2018	31st March, 2017
Total Revenue (including Other Income)	1650.85	1185.27	1657.94	1185.29
Less: Operating and Administrative Expenses	1462.92	1019.90	1465.52	1019.91
Profit before Interest, Depreciation & tax	187.93	165.37	192.42	165.38
Less: Finance Cost	52.50	35.85	53.97	35.85
Less: Depreciation & Amortization Expenses	50.57	48.76	53.12	48.76
Less: Provision Of Income Tax (including deferred tax)	26.53	14.35	26.65	14.36
Less: Extraordinary items	0.00	0.00	0.00	0.00
Net Profit/ (Loss ) After Tax	58.33	66.40	58.68	66.41
Profit/ (Loss) brought forward from Previous Year	-	-	-	-
Less: Profit Share of Non-Controlling Interest	-	-	0.09	0.00
Add: Profit from Associates	-	-	0.01	0.01
Profit/(Loss) Carried to Balance Sheet	58.33	66.40	58.60	66.42
Equity Shares (at the FV. of Rs. 5/-)	4.01	4.01	4.01	4.01
Earning Per Equity Share - Basic & Diluted	14.55	16.56	14.61	16.56

Note: The Figures of the Previous Year ended on 31^st March, 2017 have been reclassified/re-grouped in conformity with Indian Accounting Standards (Ind-AS) to correspond with the classification/disclosure of the figures of the Current Year ended on 31^st March, 2018 and may not be comparable with the figures reported earlier.

2. OVERVIEW OF COMPANY’S FINANCIAL PERFORMANCE:

During the Financial Year under review, there has been significant improvement in the performance of the Company as compared with the Previous Year. The total revenue on Standalone basis has increased from Rs. 1185.27 Crores to Rs. 1650.85 Crores and on Consolidated basis has increased from Rs. 1185.29 Crores to Rs. 1657.94 Crores; at a tremendous growth as compared to previous year.

Consequent to this, for the Financial Year under review the net profit after tax is Rs. 58.33 Crores and Rs. 58.60 Crores in comparison to the previous year of ''66.40 Crores and Rs. 66.42 Crores on Standalone and Consolidated basis, respectively.

The diminution in the Profit of the year under review was due to the increase in cost of production and other variable market conditions which affected the operations of the Company .

3. DIVIDEND:

Your Directors have recommended a Final Dividend of 5% on its paid-up equity share capital i.e. Rs. 0.25 per equity share for the Financial Year ended 31^st March, 2018 amounting to Rs. 100.26 Lakhs which shall be paid subject to approval of members at the ensuing 32^nd Annual General Meeting.

The dividend will be paid to members whose names appear in the Register of Members of the Company as on cut-off date of Friday, 21^st September, 2018 and in respect of shares held in dematerialized form, it will be paid to members whose names are furnished by National Securities Depository Limited and Central Depository Services (India) Limited, as the beneficial owners as on that date.

4. AMOUNTS TRANSFERRED TO RESERVES:

During the Financial Year under review, no amount from profit was transferred to General Reserve Account.

5. DEPOSITS:

During the Financial Year under review, your Company has not accepted any deposit within the meaning of Sections 73 and 74 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 (including any statutory modification(s) or re-enactment(s) for the time being in force).

6. EXTRACT OF ANNUAL RETURN:

Pursuant to Section 92(3) of the Companies Act, 2013, read with the Companies (Management and Administration) Rules, 2014, an extract of Annual Return in Form MGT-9 containing details as on the Financial Year ended 31^st March, 2018 as required under in the prescribed format is appended as “Annexure- A” to the Board’s Report which forms an integral part of this Report.

Further, pursuant to the amendment in the Section 134(3)(a) of the Companies Act, 2013 vide MCA Notification dated 31^st July, 2018, the Company has duly placed the said extract of Annual Return on its website and the web-link of same is “http://www.jindaltextiles.com/investor-data/ ExtractofAnnualReturnfortheFinancialYear2017-2018.pdf”

7. EXPANSION & MODERNIZATION:

As a part of the Company’s expansion plans, a new Division of the Company in the name and style of “JINDAL CREATIONS INC. (A DIVISION OF JINDAL WORLDWIDE LIMITED)” at its registered office was set up vide approval of the Board in its meeting held on 09^th March, 2017 for carrying on “manufacturing and job work” of the main business line of the Company i.e. Textile . During the year under review the same came into operations w.e.f 1^st April, 2017 .

Further, Modernization & Technological upgradation is being carried out on regular basis in the factory premises of the Company for maintaining the best quality standards. Stringent cost control measures are regularly reviewed. Special emphasis is being given to water and energy conservation.

8. IMPLEMENTATION OF INDIAN ACCOUNTING STANDARDS (IND AS) :

The Securities Exchange Board of India (SEBI) vide its circular dated 5^th July, 2016 has implemented the applicability of Indian Accounting Standards (Ind-AS) in accordance with the Companies (Indian Accounting Standard) Rules, 2015 prescribed under Section 133 of the Companies Act, 2013 which was notified on 16^th February, 2015 by Ministry of Corporate Affairs.

Pursuant to the applicability criteria of the said circulars and notifications, the Company has duly implemented, adopted and complied with the Indian Accounting Standards (Ind-AS) for the accounting periods beginning w.e.f. 1^st April, 2017 and the Financial Statements for the Financial Year 2017-2018 are prepared in accordance with Ind-AS.

9. ADOPTION OF NEW SET OF MEMORANDUM AND ARTICLES OF ASSOCIATION OF THE COMPANY IN CONFORMITY WITH COMPANIES ACT, 2013 :

The Board of Directors in its meeting held on 11^th August, 2017 has approved the new Set of Memorandum and Articles of the Company in conformity with the rules and regulations of the Companies Act, 2013 in that regard and the same was approved and adopted by the Shareholders of the Company by passing a Special Resolution in the 31^st Annual General Meeting held on 27^th September, 2017.

10. APPLICABILITY OF GOODS AND SERVICE TAX (GST) :

Pursuant to implementation of GST w.e.f 1^st July, 2017, the Company has duly registered itself with the statutory authority within the prescribed time frame and has been allotted the GST No. 24AAACJ3816G1ZX.

11. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF) :

During the Financial Year under review, your Company has duly complied up with the provisions of the Sections 124 & 125 of the Companies Act, 2013, read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (“the Rules”), as amended from time to time. The details of the said compliances are stated in the Corporate Governance Report which forms the part of this Annual Report.

12. AUDITORS :

(a) STATUTORY AUDITORS:

Pursuant to Section 139(2) of the Companies Act, 2013 and related rules and provisions made there under; due to the expiry of term of appointment of previous Statutory Auditors M/s. Mehra Anil & Associates, Chartered Accountants, Ahmedabad as at the end of the Financial Year 2016-2017; the shareholders at the 31^st Annual General Meeting held on 27^th September, 2017 has appointed M/s Saremal & Company, (FRN: 109281W) Chartered Accountants, Ahmedabad as Statutory Auditors of the Company for a term of 5 consecutive years w.e.f. Financial Year 2017-2018 from the conclusion of 31^st Annual General Meeting until the conclusion of the 36^th Annual General Meeting,

Further, pursuant to the amendment in the Section 139(1) of the Companies Act,2013 vide MCA Notification dated 07^th May, 2018, the proviso to the aforesaid Section has been omitted and thus no resolution is proposed for ratification of appointment of Auditors (M/s Saremal & Company) in the notice of the ensuing Annual General Meeting forming part of this Annual Report.

Accordingly, the Company will not be proposing any resolution for the ratification of appointment of Statutory Auditors of the Company from the date of MCA notification as stated above.

During the Financial Year under review, there were no audit qualification, reservation, adverse remark or disclaimer in the Independent Auditors Report provided by M/s Saremal & Company for the Financial Year 2017-2018.

Your Company has received written consent(s) and certificate(s) of eligibility in accordance with Sections 139, 141 and other applicable provisions of the Companies Act, 2013 and Rules issued thereunder (including any statutory modification(s) or re-enactment(s) for the time being in force), from M/s Saremal & Company. Further, the said auditors has confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India (ICAI) as required under the SEBI (LODR), Regulations, 2015.

(b) DIVISION AUDITORS:

The Board of Directors of the Company has appointed M/s. B. A. Bedawala & Company, Chartered Accountants, Ahmedabad (FRN: 101064W) as the Division Auditors to conduct the Audit of the Divisions of the Company for the Financial Year 2018-2019. The term “Branch Auditors” in respect of the said Auditors; as referred in the previous Annual Reports; is to be ignored and be considered as inadvertently mentioned as the Company do not have any Branches and has only its Divisions for ease in operations of the Company.

(c) SECRETARIAL AUDITORS:

Pursuant to 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 has appointed M/s. SPANJ & Associates, Practicing Company Secretaries, Ahmedabad to conduct Secretarial Audit for the Financial Year 2018-2019.

Your Company has received consent from M/s. SPANJ & Associates, Practicing Company Secretaries, Ahmedabad, to act as the auditor for conducting audit of the Secretarial Records for the Financial Year 2018-2019.

The Secretarial Audit Report of M/s. SPANJ & Associates, Practicing Company Secretaries for the Financial Year ended 31^st March, 2018, is annexed as “Annexure- B” and further, there is no secretarial audit qualification, adverse remark or disclaimer.

(d) COST AUDITORS:

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, Practicing Cost Accountants have been appointed as Cost Auditors to conduct the audit of cost records of the Company for the Financial Year 2018-2019. The Company has received consent from M/s. K. V. Melwani & Associates, Practicing Cost Accountants, to act as the Cost Auditor for conducting audit of the cost records for the Financial Year 2018-2019 along with a certificate confirming their independence and arm’s length relationship.

The Ordinary Resolution seeking approval from members for remuneration payable to the said Cost Auditor, forms a part of the Notice of this Annual General Meeting.

(e) INTERNAL AUDITORS:

Pursuant to provisions of Section 138 and all other applicable provisions of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014, the Board of Directors has appointed M/s. Jagdish Verma & Company, Chartered Accountants, Ahmedabad (FRN: 103837W) as Internal Auditors of the Company for the Financial Year 2018-2019.

Further, there were no audit qualification, reservation, adverse remark or disclaimer in the Internal Auditor’s Report provided by “M/s Jagdish Verma & Company” for the Financial Year 2017-2018.

13. CORPORATE SOCIAL RESPONSIBILITY (CSR):

Pursuant to Section 135 of the Companies Act, 2013 and rules made there under, the Company has constituted Corporate Social Responsibility Committee. The Committee has adopted and approved the policy on Corporate Social Responsibilities and it is available on the website of the Company on the web link: “http://www.jindaltextiles.com/investor-data/policies/CSR_POLICY.pdf”

The composition, number and dates of meeting held, attendance of the members of the Committee at the meeting are given separately in the attached Corporate Governance report.

The Report on CSR activities as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed as “Annexure - C” to the Directors Report which forms an integral part of this Annual Report.

14. NOMINATION AND REMUNERATION POLICY:

Pursuant to provisions of Section 178 of the Companies Act, 2013; the Board of Directors has framed a policy which lay down a framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. This policy also lays down criteria for selection and appointment of Board Members. The details of this policy are explained in the Corporate Governance Report.

15. DIVIDEND DISTRIBUTION POLICY :

Pursuant to Regulation 43A of the SEBI (LODR) Regulations, 2015, top five hundred listed entities based on market capitalization are required to formulate a Dividend Distribution Policy. Accordingly, your Company is not required to formulate the Dividend Distribution Policy.

16. REPORT ON RISK MANAGEMENT POLICY :

The Company has laid down a Risk Management Policy for a systematic approach for identification of risks, its assessment, mitigation measures, monitoring and to control risks. Further such Risks are categorized as below:

a.) Strategic Risks which includes geographical concentration of its manufacturing capacity, reputational risk, changing customer preference from cotton to blends & business continuity planning. Emerging businesses, capital expenditure for capacity expansion etc, are normal strategic risks faced by the Company. However, the Company has well-defined processes and procedures for obtaining approvals for investments in new businesses and capacity expansions.

b.) Regulatory Risks which include changes in taxation regime, bilateral/multilateral trade agreements, government policies with respect to textiles & regulatory compliances. The Company’s business may be affected by interest rates, changes in Government policy, taxation and other economic developments in the Indian and overseas market in which the Company operates.

c.) Commodity Risks which is exposed to the risk of price fluctuations of raw materials as well as finished goods. The Company proactively manages these risks through forward booking, inventory management and proactive vendor development practices. The Company’s reputation for quality, product differentiation and service, coupled with the existence of powerful brand image with a robust marketing network mitigates the impact of price risk on finished goods.

d.) Financial Risks Volatility in financial markets including fluctuations in foreign exchange rates and interest rates impact the Company’s cash flows including debt financing. With operations in many countries and time gap between bidding and award of Contracts, any adverse movement in any particular currency can adversely impact financials. In the present uncertain time, it becomes more difficult to judge the market and take appropriate decision.

e.) Operational Risks The Company’s operations and financial condition could be adversely affected if it is unable to successfully implement its growth strategies. Competition from others, or changes in the products or processes of the Company’s customers, could reduce market prices and demand for the Company’s products, thereby reducing its cash flow and profitability.

The Risk Management Policy has been developed accordingly and approved by the Senior Management in accordance with the business strategy.

Pursuant to Regulation 21 of the SEBI (LODR) Regulations, 2015, the Company is not required to constitute a Risk Management Committee as it is applicable only on Top 100 Listed Entities as may be prescribed by the Exchanges.

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

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo pursuant to Section 134(3)(m) of the Companies Act, 2013, read with the Rule 8(3) of the Companies (Accounts) Rules, annexed as “Annexure - D” and forms an integral part of this Report.

18. DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND PARTICULARS OF EMPLOYEES:

The remuneration paid to the Directors is in accordance with the Nomination and Remuneration Policy formulated in accordance with Section 178 of the Companies Act, 2013 and Regulation 19 of the SEBI (LODR) Regulations, 2015 (including any statutory modification(s) or re-enactment(s) for the time being in force). The salient aspects covered in the Nomination and Remuneration Policy has been outlined in the Corporate Governance Report which forms part of this report.

The information required under Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of Directors/ employees of your Company is set out in “Annexure -E” to this report.

19. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Pursuant to Regulation 34(2)(e) and Schedule V of SEBI (LODR) Regulations, 2015, the Management Discussion and Analysis Report forms an integral part of this Report and annexed as “Annexure-F” and provides the details of the overall industry structure, economic developments, performance and state of affairs of your Company’s various businesses viz., analysis and review of global and Indian textile industry, industrial and home improvement business, internal controls and their adequacy, risk management systems and other material developments during the Financial Year 2017-2018.

20. CORPORATE GOVERNANCE:

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the corporate governance requirements set out by the Securities and Exchange Board of India (SEBI). The report on Corporate Governance as stipulated under Chapter IV, Regulation 34(3) read with Schedule V of SEBI (LODR) Regulations, 2015, forms an integral part of the Annual Report, together with a certificate from the Company’s Statutory Auditors confirming the compliance of the same.

21. INFORMATION & PERFORMANCE OF SUBSIDARY, JOINT VENTURES OR ASSOCIATE COMPANIES:

During the Financial Year under review; the Company has made the investment by way of acquisition of equity shares of various Private Companies as detailed below and as a result of which the said Companies have become the Wholly Owned Subsidiaries / Subsidiary:

List of Companies in which investment made during the Financial Year 2017-2018 :

Sr. No	Name of Company	Effective Date	No. of Shares	Share Price (Face Value)	Total Investment	Reason for acquisitions
1.	Balaji Weft Private Limited (Subsidiary Company -with 60.44% holding)	06th September, 2017	84,18,608 equity shares	10/-	Rs. 8,41,86,080/-[84,18,608 Equity Shares of Rs. 10/- each are acquired at par aggregating to Rs. 8,41,86,080/- as the cost of acquisition]	Object-Acquisition of Shares of a closely held Company for better expansion of Business and to further strengthen the position of the Company in weaving segment of Denim Industry.
2.	Saroj Weavers Private Limited (Wholly Owned Subsidiary)	27th October, 2017	40,10,000 equity shares	10/-	Rs. 4,01,00,000/- [40,10,000 Equity Shares of Rs. 10/- each are acquired at par aggregating to Rs. 4,01,00,000/- as the cost of acquisition.]	Object-Acquisition of Shares of a closely held Company for better expansion of Business and to further strengthen the position of the Company in weaving segment of Denim Industry.
3.	Niharika Threads Private Limited (Wholly Owned Subsidiary)	02nd November, 2017	70,10,000 equity shares	10/-	Rs. 7,01,00,000/-[70,10,000 Equity Shares of Rs. 10/- each are acquired at par aggregating to Rs. 7,01,00,000/- as the cost of acquisition.]	Object-Acquisition of Shares of a closely held Company for better expansion of Business and to further strengthen the position of the Company in manufacturing segment of Denim Industry.
4.	Jindals Retail House Private Limited (Wholly Owned Subsidiary)	10th January, 2018	10,000 equity shares	10/-	Rs. 1,00,000/- [10,000 Equity Shares of Rs. 10/- each are acquired at par aggregating to Rs. 1,00,000/- as the cost of acquisition.]	Object-Acquisition of Shares of a closely held Company for better expansion of Business and to further strengthen the position of the Company in the retail segment of Textile Industry.
5.	Jindal Denim (India) Private Limited (Wholly Owned Subsidiary)	1st March, 2018	10,000 equity shares	10/-	Rs. 7,60,000/- [10,000 Equity Shares of Rs. 76/- each (i.e. FV @ ''10/- & Premium @ Rs. 66/-) are acquired at premium aggregating to Rs. 7,60,000/- as the cost of acquisition]	Object-Acquisition of Shares of a closely held Company for better expansion of Business and to further strengthen the position of the Company in the Denim segment of Textile Industry.

In addition to above investments made; the Company has continued to held its investment in M/s. Jindal Shirtings Private Limited and thus it remains to be the Wholly Owned Subsidiary of the Company as at 31^st March, 2018.

The Company had duly availed the in-principal investment approval of the Board of Directors in the respective Board Meeting held, in regard to the proposal of acquisition of equity shares of above Companies under Section 186 of the Companies Act, 2013.

Further, during the Financial Year under review, the Company has disposed off its investment held in equity shares of its Associate Company “M/s. Jindal Synthetics Limited” of 512500 equity shares vide the approval of the Board of Directors in the meeting held on 12^th December, 2017. Thus, M/s. Jindal Synthetics Limited ceases to be an Associate Company of the Company w.e.f. 23^rd December, 2017.

The Company has made necessary disclosures to Stock Exchanges under SEBI (LODR) Regulations, 2015 in respect to the new subsidiaries/ wholly owned subsidiaries Companies and in respect of the disposal of investment held in one of its Associate Company.

The Consolidated Financial Statements of the Company are prepared in accordance with Indian Accounting Standards (Ind-AS) specified under Companies (Indian Accounting Standard) Rules, 2015 prescribed under Section 133 of the Companies Act, 2013 and forms an integral part of this Annual Report.

Pursuant to Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing salient features of the financial statements of Wholly Owned Subsidiary Company/Subsidiary Company /Associate Company/Joint Ventures (if any) are provided in Form AOC-1 which forms an integral part of this Annual Report as a part of consolidated financial statements.

In accordance with the provisions of Section 136(1) of the Companies Act, 2013, the Annual Report of the Company, containing therein the Standalone and the Consolidated Financial Statements are placed on the website of the Company “www.jindaltextiles.com” alongwith the Audited Annual Accounts of each of the Wholly Owned Subsidiary Company/Subsidiary Company /Associate Company/Joint Venture (if any).

Any shareholder interested in obtaining a copy of the Audited Annual Accounts of the Wholly Owned Subsidiary Company/Subsidiary Company /Associate Company/Joint Venture (if any) may write to the Company Secretary at the Company’s registered office.

22. MATERIAL CHANGES: DURING THE YEAR: - Sub-Division/ Stock Split Of Equity Shares Of The Company :

During the Financial Year under review, the Board of Directors of the Company has considered and approved the Sub-Division (Split) of Equity Shares of the Company from the existing FV. of Rs. 10/- per Equity Share to FV. of Rs. 5/- per Equity Share as per Section 61(1)(d) of the Companies Act, 2013; vide approval of shareholders through the procedure of Postal Ballot, the details of which forms part of the Corporate Governance Report. Further, the same became effective from 27^th December, 2017 being the record date of the Corporate Action taken place by the Company.

Accordingly, new ISIN INE247D01021 has been activated in place of the INE247D01013.

DURING THE PERIOD FROM THE END OF THE FINANCIAL YEAR 31^st MARCH, 2018 TO DATE OF THIS REPORT:

- Indirect Subsidiaries Company -

The Wholly Owned Subsidiary Companies of the Company i.e M/s Jindal Shirtings Private Limited, M/s Saroj Weavers Private Limited and M/s Niharika Threads Private Limited had made investments by way of acquiring the Equity Shares of the M/s Yash Weavers Limited, M/s Yash Exports (India) Private Limited and M/s Gayatri Weavers Private Limited , respectively.

Accordingly, the two Companies i.e. M/s Gayatri Weavers Private Limited & M/s Yash Weavers Limited has become the indirect wholly owned Subsidiaries of Jindal Worldwide Limited w.e.f. 28^th June, 2018 & w.e.f 26^th June, 2018; respectively.

The Company M/s Yash Exports (India) Private Limited has become the indirect Subsidiary of Jindal Worldwide Limited w.e.f. 27^th June, 2018.

- Sub-Division/ Stock Split Of Equity Shares Of The Company :

The Board of Directors of the Company in its Board Meeting held on 13^th August, 2018 has considered and approved the proposal of Sub-Division (Split) of Equity Shares of the Company from the existing FV. of Rs. 5/- per Equity Share to FV. of Rs. 1/- per Equity Share as per Section 61(1)(d) of the Companies Act, 2013; subject to approval of the Members of the Company in the ensuing Annual General Meeting. There were no other material changes or commitments which affected the financial position of the Company which have occurred between the end of the Financial Year and the date of this Report.

23. CHANGES IN SHARE CAPITAL:

The paid up Equity Share Capital as at 31^st March, 2018 stood at Rs. 20.05 Crores. However, due to Stock-Split/ Sub-Division the FV. of Rs. 10 /- each was sub-divided to FV. of Rs. 5/- each resulting the below mentioned prepost Share Capital Structure :

Pre & Post Stock Split - Share Capital Structure (including Capital & No of Shares):
Type of Capital	Pre			Post
	No. of Shares	Face Value (in Rs.)	Total Share Capital (in Rs.)	No. of Shares	Face Value (in Rs.)	Total Share Capital (in Rs.)
Authorized Share Capital	3,00,00,000	10/-	30,00,00,000/-	6,00,00,000	5/-	30,00,00,000/-
Issued, Paid Up and Subscribed Capital	2,00,52,040	10/-	20,05,20,400/-	4,01,04,080	5/-	20,05,20,400/-

During the Financial Year under review, the Company has not issued shares with differential voting rights nor has granted any stock options or sweat equity. As on 31^st March, 2018, none of the Directors of the Company hold instruments convertible into equity shares of the Company.

24. MEETINGS OF THE BOARD:

The details of the number of meetings of the Board held during the Financial Year 2017-2018 forms part of the Corporate Governance Report.

25. BOARD OF DIRECTORS :

Pursuant to the provisions of Section 152 of the Companies Act, 2013 and the Company’s Articles of Association, Mr. Jitendra Agrawal (DIN: 00243327), Non-Executive Director, retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment. The Board recommends his re-appointment for the consideration of the Members of the Company at the ensuing Annual General Meeting.

During the Financial Year under review, in order to have the optimum composition of Independent Directors on the Board of Directors as per the Companies Act, 2013 and SEBI (LODR) Regulations, 2015, Mr. Shrikant N. Jhaveri was appointed as Additional Director of the Company, designated under category of Independent Director, w.e.f 10^th May, 2017 and was regularized as Independent Director with the approval of shareholders in the Annual General Meeting held on 27^th September, 2017 for a term of one year.

Further, the Board of Directors at their meeting held on 03^rd May, 2018 has considered, approved the re-appointment of Mr. Shrikant N. Jhaveri as an Independent Director of the Company to hold office for the second consecutive term for the period of 5 years w.e.f. 10^th May, 2018 to 09^th May, 2023, subject to the approval of shareholders in the ensuing Annual General Meeting.

Pursuant to SEBI (LODR) (Amendment) Regulations, 2018 to be effective from 1^st April, 2019, the Board of Directors at their meeting held on 13^th August, 2018 has considered and approved for continuing the directorship of Mr. Shrikant N. Jhaveri as the Independent Non-Executive Director on the Board of the Company, on or after attaining the age of 75 Years during his term of re-appointment w.e.f. 10^th May, 2018 to 09^th May, 2023 , subject to the approval of the members in the ensuing Annual General meeting.

Pursuant to Section 160 of the Companies Act, 2013; a notice from the member signifying the candidature of Mr. Shrikant N. Jhaveri as an Independent Director and intention to propose his re-appointment as Independent Director of the Company was duly received by the Company.

In addition, for more efficient operations and management of the Company, Ms. Maneesha Jha Thakur was appointed as Additional Director of the Company, designated under category of Independent Director w.e.f 11^th August, 2017 and was regularized as an Independent Director with the approval of shareholders in the Annual General Meeting held on 27^th September, 2017 for a term of one year. However, due to her preoccupations, she has resigned from the Board w.e.f. 3^rd May, 2018 . The Board of Directors placed on record her appreciation for the contribution made to the Company.

All Independent Directors of the Company have given declarations as required under Section 149 (7) of the Companies Act,2013 that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16 (b) of SEBI (LODR) Regulations, 2015.

None of the Directors have disqualified under Section 164 of the Companies act, 2013 and the disclosure to that effect was duly received by the Company .

Appropriate resolutions for the re-appointment of Directors are being placed for your approval at the ensuing Annual General Meeting . Pursuant to the Section 152 of the Companies Act, 2013, Regulation 36 of the SEBI (LODR) Regulations, 2015 and Secretarial Standards-2 issued by ICSI, the brief resume of the Directors and other related information has been detailed in Note No. 24 in the Notice convening the 32^nd Annual General Meeting of your Company.

26. KEY MANAGERIAL PERSONNEL:

Pursuant to Section 203 of the Companies Act 2013, the following are the Key Managerial Personnel of the Company:

1. Mr. Amit Agrawal : Managing Director

2. CA Hirva Shah : Chief Financial Officer

3. CS Kiran Geryani : Whole Time Company Secretary & Compliance Officer

27. PERFORMANCE EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015, a structured questionnaire was prepared after taking into consideration the various aspects of the Board’s functioning, composition of the Board and its Committees, culture, execution and performance of specific duties, obligations and governance.

The Nomination and Remuneration Committee has defined evaluation criteria, procedure and time schedule for Performance Evaluation process for the Board, its Committees and Directors.

The performance evaluation of the Independent Directors was been effectively carried out at the separate meeting of the Independent Directors of the Company. Further, the performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Directors. The Board of Directors expressed their satisfaction with the evaluation process.

28. DIRECTORS’ RESPONSIBILITY STATEMENT:

Pursuant to Section 134(3)(c) and Section 134(5) of the Companies Act, 2013 (including any statutory modification(s) or re-enactment(s) for the time being in force), the Directors of your Company confirm that:

(a) in the preparation of annual accounts ,the applicable Accounting Standards have been followed alongwith proper explanations relating to material departures;

(b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of your Company as at 31^st March, 2018 and of the profit and loss of the Company for the Financial Year ended 31^st March, 2018;

(c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) the annual accounts have been prepared on a ‘going concern’ basis;

(e) 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.

29. COMMITTEES OF THE BOARD:

The Board of Directors has the following Committees:

a.). Audit Committee

b.). Nomination and Remuneration Committee

c.). Stakeholders’ Relationship Committee

d.). Corporate Social Responsibility Committee

e.). Operational Committee

The details of the Committees along with their composition, number of meetings held and attendance at the meetings are provided in the Corporate Governance Report forming part of this Annual Report.

30. VIGIL MECHANISM:

The Vigil Mechanism of the Company, which also incorporates a whistle blower policy in compliance with the provisions of Sections 177(9) & 177(10) of the Companies Act, 2013 and Regulation 22 of the SEBI (LODR) Regulations, 2015, includes an Ethics & Compliance Task Force comprising senior executives of the Company. Protected disclosures can be made by a whistle blower through an e-mail or a letter to the Task Force or to the Chairman of the Audit Committee. The Vigil Mechanism and Whistle Blower Policy may be accessed on the Company’s website.

31. INTERNAL CONTROL SYSTEMS AND ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH RESPECT TO THE FINANCIAL STATEMENTS:

The Company has a robust and an adequate system of internal control in place which has been designed to provide a reasonable assurance with regard to maintaining of proper accounting controls, monitoring of operations, protecting assets from unauthorized use or losses, compliance with regulations and for ensuring reliability of financial reporting.

The Company operates through ERP system and has implemented adequate internal financial controls for achieving efficiency in operations, optimum utilization of the Company’s resources, effective monitoring systems and compliance with laws and regulations.

The Internal Auditors of the Company, M/s. Jagdish Verma & Company, Chartered Accountants, Ahmedabad, conducts a risk-based audit with a view to not only test adherence to laid down policies and procedures but also to suggest improvements in processes and systems.

Internal audit observations and recommendations are reported to the Audit Committee which actively reviews the adequacy and effectiveness of the internal control systems and suggests improvements to strengthen the same which provides assurance to its stakeholders through regular, focused risk reviews and audits, that the Internal Controls are adequately designed and deployed to manage the key business risks of the Company and are operating effectively.

The Audit Committee is entrusted with the responsibility of assuring the Management and on the adequacy of ‘Internal Financial Controls’ (IFC) in the Company. Periodically, the Audit Committee takes cognizance of the significant risk assessment processes, audit plans, reported observations, recommendations and adequacy of Internal Controls and provides directions and guidance including external benchmarking of best practices for further action, if any.

32. ENVIRONMENT, HEALTH AND SAFETY:

The Company aims to conduct its business in a safe and environmentally sustainable manner that promotes the health of our employees, customers, community and the environment and that meets that meets global Environmental, Health and Safety (EHS) requirements. It aims to minimize waste and emissions, reuse and recycle materials, promote renewable energy use, reduce greenhouse gas emissions, and conserve energy and water wherever feasible, to minimize our impact on the environment. It has established health and safety standards that create a safe and healthy workplace by working continuously to reduce hazards and risks in order to prevent work place injuries and illnesses.

Your Company is conscious of the importance of environmentally clean and safe operations and thus it has a policy which requires conduct of operations in such a manner, so as to ensure safety of all concerned, compliances of environmental regulations and preservation of natural resources.

33. SEXUAL HARASSMENT :

Your Company is committed to provide safe and conducive working environment to all its employees and has zero tolerance for sexual harassment at workplace. Pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, your Company formulated and implemented a policy on prevention of sexual harassment at workplace with a mechanism of lodging complaints and has constituted Internal Complaints Committee to redress complaints regarding sexual harassment. During the year under review, no complaints were reported in this regard.

34. MAINTAINENCE OF COST RECORDS :

Pursuant to the Section 148 of the Companies Act, 2013, your Company is under the requirement of maintaining the Cost Records as specified by the Central Government under Sub-Section (1) Of Section 148 of the Companies Act, 2013, and accordingly such accounts and records are being made and maintained by the Company for the Financial Year 2017-2018 ; the Cost Audit of which was carried out by the Cost Auditor of the Company M/s. K.V. Melwani & Associates.

35. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT UNDER SECTION 186 OF THE COMPANIES ACT, 2013:

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

36. HUMAN RESOURCES AND INDUSTRIAL RELATIONS:

Your Company has always considered its workforce as its valuable asset and continues to invest in their excellence and development programs. Your Company has taken several initiatives for enhancing employee engagement and satisfaction.

Your Company’s human resource management systems and processes are designed to enhance employee capability, engagement, vitality and well-being so as to ensure that our employees add superior value....the value which will help our businesses stay ahead of competition and simultaneously work towards enabling the Company to achieve its ambitious growth plans.

The Company is committed to nurturing, enhancing and retaining top talent through superior Learning, conducting various seminars & Organizational Development. During the year under review, the Company has approached “KPMG” one of the big 4 audit firms of the world, for conducting a major seminar and training session on GST for its employees and senior management/personnel. This is a part of Corporate HR function and is a critical pillar to support the organization’s growth and its sustainability in the long run. Further, in order to foster high performance culture in the organization, an initiative was taken by the HR and an ‘Employee Rewards and Recognition Program’ was designed to appreciate employees whose performance is outstanding either individually or through team that contribute to the overall objectives of the organization.

The industrial relations continued to be generally peaceful and cordial.

37. CREDIT RATING :

The credit ratings of your Company for the bank credit facilities of the Financial Year 2017-2018 was strengthened during the year under review. It was “BWR A ” for Fund based Credit Facilities and “BWR A1” for Non-Fund Based Credit Facilities aggregating to Rs. 431.30 Crores. The same was reviewed by “Brickworks Ratings India Private Limited”.

However, the aforesaid bank credit facilities were duly revised after the end of the Financial Year under review aggregating to Rs. 589.90 Crores and the credit rating for said facilities was accordingly reviewed and strengthened by “Brickworks Ratings India Private Limited” to “BWR AA-” for Fund based Credit Facilities and “BWR A1 ” for Non-Fund Based Credit Facilities.

38. CODE OF CONDUCT:

The Board of Directors of the Company has laid down the Code of Conduct for all the Board of Directors and Senior Managerial Personnel of the Company, who have confirmed the compliance of same for the Financial Year 2017-2018. The Code of Conduct is placed on the website of the Company. A declaration to the effect by the Managing Director is annexed to the Corporate Governance Report.

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

During the Financial Year 2017-2018, your Company has entered into transactions with related parties as defined under Section 2(76) of the Companies Act, 2013 read with Companies (Specification of Definitions Details) Rules, 2014, all of which were in the ordinary course of business and on arm’s length basis and in accordance with the provisions of the Companies Act, 2013, read with the Rules issued thereunder and the SEBI (LODR) Regulations, 2015.

All transactions with related parties were reviewed and approved by the Audit Committee. Further, there were no transactions with related parties which qualify as material transactions under the Regulation 23 of SEBI (LODR) Regulations, 2015.

Pursuant to Section 134 (3) (h) of the Companies Act 2013, a statement showing particulars as “Not Applicable” of the contracts and arrangements with related parties under Section 188(1) of the Companies Act 2013 is annexed to the said Report as “Annexure-G” in the prescribed Form-AOC-2.

The details of the related party transactions as per Indian Accounting Standard 24 are set out in Note No. 46 to the Standalone Financial Statements and Note No. 48 to the Consolidated Financial Statements which forms part of this Annual Report.

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.

40. COMPANY LISTED AT:

The Equity Shares of your Company are listed at the BSE Limited and the National Stock Exchange of India Limited. The Listing fees of both the Stock Exchanges has been duly paid upto Financial Year 2018-2019. Further, the Company complies with the provisions of the SEBI (LODR) Regulations, 2015 on a regular basis.

41. BUSINESS RESPONSIBILITY REPORT:

The Business Responsibility Reporting as required by Regulation 34(2)(f) of the SEBI (LODR) Regulations, 2015, is not applicable to your Company for the Financial Year ending 31^st March, 2018 as it does not fall under Top 500 Listed Entities prescribed by the Exchanges.

42. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS:

There are no significant material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of your Company and its operations in future.

43. ACKNOWLDEGEMENT:

Your Directors wish to express their sincere thanks to all the business associates, its management, statutory authorities, Government, Bankers, Stock Exchanges and to the Investors/Shareholders for their unstinting support and continued trust and confidence reposed in the service of our Company. The Directors also extend their deep gratitude and appreciation to the dedicated employees for their committed services, hard work and for more determination to succeed while overcoming any challenges that may emerge on the way as we begin in the next phase of our journey into the future.

We look forward to your continued support to pursue excellence and grow year after year in our shared mission and objective of being one of the best textile Company in the world.

By Order of the Board of Directors

(Dr. Yamunadutt Agrawal)

Place : Ahmedabad Chairman/ Director

Date :13^th August, 2018 DIN: 00243192

---

Mar 31, 2017

To,

The Members of

JINDAL WORLDWIDE LIMITED

Ahmadabad

The Directors have immense pleasure in presenting the 31^st Annual Report on the business and operations of your Company together with the Company''s Audited Financial Statement for the Financial Year ended 31^st March, 2017.

1. FINANCIAL SUMMARY:

The performance of your Company for the Financial Year ended 31^st March, 2017 is summarized below:

(Rs, in Lakhs)

	Financial Year ended
Particulars	Standalone		Consolidated
	31st March, 2017	31st March, 2016	31st March, 2017	31st March, 2016
Total Revenue (including other income)	118541.86	101336.45	118543.27	101337.54
Less: Operating and Administrative Expenses	102480.75	86888.86	102481.12	86889.85
Profit before Interest, Depreciation & tax	16061.11	14447.59	16062.15	14447.69
Less: Finance Cost	3085.35	4279.09	3085.37	4279.09
Less: Depreciation & Amortization Expenses	4875.85	4729.88	4875.85	4729.88
Less: Provision Of Income Tax (including deferred tax)	1443.76	1045.16	1444.06	1045.23
Less: Extraordinary items	0.00	366.19	0.00	366.19
Net Profit/ (Loss ) After Tax	6656.15	4027.27	6656.87	4027.30
Profit/ (Loss) brought forward from Previous Year	-	-	-	-
Add: Profit from Associates	-	-	1.49	1.36
Profit/(Loss) Carried to Balance Sheet	6656.15	4027.27	6658.35	4028.66

2. OVERVIEW OF Company’s FINANCIAL PERFOMANCE:

During the year under review, there has been significant improvement in the performance of the Company as compared with the previous year. Our standalone and consolidated revenue from operations has increased from Rs, 100905.59 Lakhs to Rs, 115785.26 Lakhs, at a tremendous growth as compared to previous year.

Consequent to this, the net profit after tax during the year under review has increased from Rs, 4027.27 Lakhs to Rs, 6656.15 Lakhs on Standalone basis and from Rs, 4028.66 Lakhs to Rs, 6658.35 Lakhs on Consolidated basis in compared to previous year.

3. DIVIDEND:

Your Directors have recommended a Final Dividend of 5% on its paid-up equity share capital i.e. Rs, 0.50 per equity share for the Financial Year ended 31^st March, 2017 amounting to Rs, 100.26 Lakhs which shall be paid subject to approval of members at the ensuing 31^st Annual General Meeting.

The dividend will be paid to the members whose names appear in the Register of Members of the Company as on Wednesday, 20^th September, 2017 and in respect of shares held in dematerialized form, it will be paid to the members whose names are furnished by National Securities Depository Limited and Central Depository Services (India) Limited, as the beneficial owners as on that date.

4. AMOUNTS TRANSFERRED TO RESERVES:

During the year under review, no amount from profit was transferred to General Reserve Account.

5. EXPANSION & MODERNISATION:

During the year under review; as a part of the Company''s expansion plans, a new Division of the Company in the name and style of "JINDAL CREATIONS INC. (A DIVISION OF JINDAL WORLDWIDE LIMITED)" at its registered office was set up vide approval of the Board in its meeting held on 9^th March, 2017 for carrying on "manufacturing and job work" for the main business line of the Company i.e. Textiles.

Further, Modernization & Technological up gradation is being carried out on regular basis at the factory premises of the Company for maintaining the best quality standards. Stringent cost control measures are regularly reviewed. Special emphasis is being given to water and energy conservation.

6. IMPLEMENTATION OF INDIAN ACCOUNTING STANDARDS (IND AS) :

The Securities Exchange Board of India vide its circular dated 5^th July, 2016 has implemented the applicability of Indian Accounting Standards (Ind-AS) in accordance with the Companies (Indian Accounting Standard) Rules, 2015 which was notified on 16^th February, 2015 by Ministry of Corporate Affairs.

Pursuant to the applicability criteria of the said circulars and notifications, the Company will be implementing and complying up with the Indian Accounting Standards (Ind-AS) for the accounting periods beginning on or after 1^st April, 2017.

7. ADOPTION OF NEW SET OF MEMORANDUM AND ARTICLES OF ASSOCIATION OF THE Company IN CONFORMITY WITH COMPANIES ACT, 2013 :

The Board of Directors in its meeting held on 11^th August, 2017 has approved the new set of Memorandum and Articles of the Company in conformity with the rules and regulations of the Companies Act, 2013 in that regard; subject to the approval of the members in this ensuing Annual General Meeting.

8. APPLICABILITY OF GST :

Pursuant to implementation of GST w.e.f 1^st July, 2017, the Company has duly registered itself with the statutory authority within the prescribed time frame and has been allotted the GST no. 24AAACJ3816G1ZX.

9. TRANSFER TO IEPF:

During the year under review 2016-2017, no unclaimed dividend was transferred to Investor Education Protection Fund (IEPF) as the Company did not declare any dividend on equity shares for the Financial Year 2008-2009; expiry of 7 years of which lied in Financial Year 2016-2017 itself.

Further, the Company has declared an Interim dividend in the FY 2009-2010 @2.5% i.e. 0.25 paise per equity share of Rs, 10/- each vide Board Meeting held on 24^th February, 2010.

Accordingly, pursuant to the provisions of Section 124, 125 of the Companies Act 2013 read with IEPF Rules as and when notified by the Statutory Authorities (including any statutory modifications or re-enactment thereof for the time being in force); the Company has transferred the unpaid /unclaimed dividend amount of Rs, 68,328/- in respect of the Interim Dividend declared in Financial Year 2009-2010 to the Investor Education and Protection Fund of the Central Government on 18^th May, 2017 vide SRN U13698071.

Further, the Company has also declared a Final Dividend for the FY 2009-2010 @ 7.5% i.e. 0.75 Paisa per equity share of Rs, 10/- in the Annual General Meeting held on 30^th September, 2010 and the Company will transfer the unclaimed dividend in that respect to IEPF latest by 5^th December, 2017 being the due date.

Subsequently, as per the provisions of Section 124(6) of the Companies Act 2013 read with IEPF Rules as and when notified by the Statutory Authorities (including any statutory modifications or re-enactment thereof for the time being in force); the shares in respect of which the dividend has not been claimed for 7 consecutive years are liable to be transferred to IEPF Authority. However, the complete procedure for such transfer is yet to be notified by the Authorities and thus the Company will transfer such shares as and when the detailed procedure will be notified/ issued by the Authorities.

Those members who have so far not encashed their dividend warrants/Demand drafts etc. for any Financial Year, are requested to approach the Company or RTA for payment thereof. Kindly note that once unclaimed and unpaid dividends are transferred to the Investor Education and Protection Fund, members will have to approach to IEPF only for claiming such dividend amount/shares.

10. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis Report as required under Regulation 34(2)(e) and Schedule V of SEBI (LODR) Regulation 2015 forms an integral part of this report and gives details of the overall industry structure, economic developments, performance and state of affairs of your Company''s various businesses viz., analysis and review of global and Indian textile industry, industrial and home improvement business, internal controls and their adequacy, risk management systems and other material developments during the Financial Year 2016-2017.

11. CORPORATE GOVERNANCE:

The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out by the Securities and Exchange Board of India (SEBI). The report on Corporate Governance as stipulated under Chapter IV, Regulation 34(3) read with Schedule V of SEBI (LODR) Regulations, 2015, forms an integral part of the Annual Report, together with a certificate from the Company''s Secretarial Auditors confirming compliance of the same.

12. MATERIAL CHANGES:

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

13. CHANGES IN SHARE CAPITAL:

The paid up Equity Share Capital as at 31^st March, 2017 stood at Rs, 20.05 Crores. During the year under review, the Company has not issued shares with differential voting rights nor has granted any stock options or sweat equity. As on 31^st March, 2017, none of the Directors of the Company hold instruments convertible into equity shares of the Company.

14. MEETINGS OF THE BOARD:

The details of the number of meetings of the Board held during the Financial Year 2016-2017 forms part of the Corporate Governance Report.

15. BOARD OF DIRECTORS :

Pursuant to the provisions of Section 152 of the Companies Act, 2013 and the Company''s Articles of Association, Dr. Yamunadutt Agrawal (DIN: 00243192), Chairman and Non-Executive Director, retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment. The Board recommends his re-appointment for the consideration of the Members of the Company at the ensuing Annual General Meeting.

During the year under review 2016-2017; Mr. Navinchandra Ajwalia, Independent Director of the Company has resigned from the Directorship of the Company with the approval of Board of Directors of the Company w.e.f 11^th February, 2017 .

Accordingly, to have the optimum composition of Independent Directors on the Board of Directors as per the Companies Act, 2013 and SEBI (LODR) Regulations, 2015, Mr. Shrikant N. Jhaveri (DIN:02833725) was appointed as an Additional Director of the Company, designated under category of Independent Director, w.e.f 10^th May, 2017 who shall hold the office upto the date of ensuing Annual General Meeting and be regularized subject to the approval of shareholders in the ensuing Annual General Meeting for a term of one year.

Also, for more efficient operations and management, Ms. Maneesha Jha Thakur (DIN: 07183101) was appointed as an Additional Director of the Company, designated under category of an Independent Director, w.e.f 11^th August, 2017 who shall hold the office upto the date of ensuing Annual General Meeting and be regularized subject to the approval of the shareholders in the ensuing Annual General Meeting for a term of one year.

All Independent Directors have given declarations as required under Section 149 (7) of the Act, that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16 (b) of SEBI (LODR) Regulations, 2015.

Appropriate resolutions for their appointment/re-appointment are being placed for your approval at the ensuing AGM. The brief resume of the Directors and other related information has been detailed in Note 20 of the Notice convening the 31^st AGM of your Company.

16. KEY MANAGERIAL PERSONNEL:

Pursuant to Section 203 of the Companies Act 2013, the following are the Key Managerial Personnel of the Company:

Mr. Amit Agrawal	Managing Director
CA Hirva Shah	Chief Financial Officer
CS Kiran Geryani	Whole Time Company Secretary & Compliance Officer

CS Kiran Geryani was appointed as the Whole Time Company Secretary and the Compliance Officer of the Company by the Board of Directors in its meeting held on 11^th August, 2016 w.e.f. 27^th July, 2016.

17. FORMAL ANNUAL EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015, a structured questionnaire was prepared after taking into consideration the various aspects of the Board''s functioning, composition of the Board and its Committees, culture, execution and performance of specific duties, obligations and governance.

The Nomination and Remuneration Committee has defined evaluation criteria, procedure and time schedule for Performance Evaluation process for the Board, its Committees and Directors.

The performance evaluation of the Independent Directors was completed. The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Directors. The Board of Directors expressed their satisfaction with the evaluation process.

18. EXTRACT OF ANNUAL RETURN "Annexure-A":

In accordance with Section 134(3)(a) of the Companies Act, 2013, an extract of Annual Return in Form MGT-9 containing details as on the Financial Year ended 31^st March, 2017 as required under Section 92(3) of the Companies Act, 2013, read with the Companies (Management and Administration) Rules, 2014 in the prescribed format is appended as "Annexure-A" to the Board''s Report and forms an integral part of this Report.

19. AUDITORS :

(a) STATUTORY AUDITORS:

Pursuant to Section 139(2) of the Companies Act, 2013 and related rules and provisions made there under, the term of appointment of the existing Statutory Auditors of the Company; M/s. Mehra Anil & Associates, Chartered Accountants, Ahmadabad, was expired as at the end of the Financial Year 2016-2017 as the said audit firm has served the Company for a term of ten consecutive years; accordingly the Company is required to appoint a new Statutory Auditor for the Company w.e.f F.Y. 2017-2018 in place of M/s. Mehra Anil & Associates, Chartered Accountants, Ahmadabad.

In this regard, subject to the approval of the shareholders in the ensuing Annual General Meeting and on recommendation of Audit Committee, the Board has appointed M/s. Saremal & Company, (FRN: 109281W) Chartered Accountants, Ahmadabad as the Statutory Auditors of the Company for a term of 5 consecutive years w.e.f. F.Y. 2017-2018 and thereby fixing the remuneration.

The Ordinary Resolution seeking approval of the members forms a part of the Notice of this AGM.

During the year under review, there is no audit qualification, reservation, adverse remark or disclaimer in the Independent Auditors Report provided by M/s. Mehra Anil & Associates, for the F.Y. 2016-2017.

(b) BRANCH/DIVISION AUDITORS:

M/s. B. A. Bedawala & Company, Chartered Accountants, Ahmadabad (FRN: 101064W), Branch Auditor will retire at the ensuing Annual General Meeting and are eligible for reappointment. In accordance with the Companies Act 2013, it is proposed to re-appoint them as Branch/Division Auditors for the Financial Year 2017-2018 from the conclusion of this Annual General Meeting till the conclusion of the next Annual General Meeting, subject to the approval of the shareholders.

*Your Company has received written consent(s) and certificate(s) of eligibility in accordance with Sections 139, 141 and other applicable provisions of the Companies Act, 2013 and Rules issued there under (including any statutory modification(s) or reenactments) for the time being in force), from both M/s Saremal & Company and M/s. B. A. Bedawala & Company. Further, both have confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India (ICAI) as required under the SEBI (LODR) Regulations, 2015.

(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 CS Ashish C. Doshi - M/s. SPANJ & Associates, Practicing Company Secretaries (Unique Code of Partnership Firm: P2014GJ34800), Ahmadabad to conduct Secretarial Audit for the Financial Year 2017-2018.

Your Company has received consent from CS Ashish C. Doshi - M/s. SPANJ & Associates, Practicing Company Secretaries (Unique Code of Partnership Firm: P2014GJ34800), Ahmadabad, to act as the auditor for conducting audit of the Secretarial records for the Financial Year ending 31^st March, 2018.

The Secretarial Audit Report of CS Ashish C. Doshi - M/s. SPANJ & Associates, Practicing Company Secretaries for the Financial Year ended 31^st March, 2017, is annexed as "Annexure-B" and further, there is no secretarial audit qualification, adverse remark or disclaimer.

(d) COST AUDITOR:

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 the Cost Auditors to conduct the audit of cost records of your Company for the Financial Year 2017-2018. Your Company has received consent from M/s. K V Melwani & Associates, Cost Accountants, to act as the Cost Auditor for conducting audit of the cost records for the Financial Year 2017-2018 along with a certificate confirming their independence and arm''s length relationship.

The Ordinary Resolution seeking approval of the members for remuneration payable to the said Cost Auditor forms a part of the Notice of this AGM.

(e) INTERNAL AUDITORS:

The Board of Directors has appointed M/s. Jagdish Verma & Company, Chartered Accountants, Ahmadabad (FRN: 103837W) as the Internal Auditors of the Company for the Financial Year 2017-2018.

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

20. COMMITTEES OF THE BOARD:

The Board of Directors has the following Committees:

1. Audit Committee

2. Remuneration and Nomination Committee

3. Stakeholders'' Relationship Committee

4. Corporate Social Responsibility Committee

Due to resignation of Mr. Navinchandra Ajwalia from the directorship of the Company and thereof from the category of Independent Director, it was necessary to reconstitute the Audit Committee of the Company and appoint an independent director as a member of the Audit Committee in place of the director resigned. Thus, Ms. Deepali Agrawal, an Independent Director of the Company was appointed as the member of the Audit Committee in place of the resigning director w.e.f 11^th February, 2017.

The other details of the Committees along with their composition, number of meetings held and attendance at the meetings are provided in the Corporate Governance Report.

21. VIGIL MECHANISM:

The Vigil Mechanism of the Company, which also incorporates a whistle blower policy in compliance with the provisions of Section 177(9) & (10) of the Companies Act, 2013 and Regulation 22 of the SEBI (LODR) Regulations, 2015, includes an Ethics & Compliance Task Force comprising senior executives of the Company. Protected disclosures can be made by a whistle blower through an e-mail or a letter to the Task Force or to the Chairman of the Audit Committee. The Vigil Mechanism and Whistle Blower Policy may be accessed on the Company''s website at the link:

"http://jindaltextiles.com/pdf/VIGIL%20MECHANISM%20P0LICY.pdf".

22. INTERNAL CONTROL SYSTEMS:

Your Company has an effective internal control and risk-mitigation system, which are constantly assessed and strengthened with new/ revised standard operating procedures. The Company''s internal control system is commensurate with its size, scale and complexities of its operations. The internal and operational audit is entrusted to M/s. Jagdish Verma & Company, Chartered Accountants, Ahmadabad. The main thrust of internal audit is to test and review controls, appraisal of risks and business processes, besides benchmarking controls with best practices in the industry.

The Audit Committee, the Statutory Auditors and the top management are regularly apprised of the internal audit findings and regular updated provided at the Audit Committee meetings of the Action taken on the internal audit reports. The Audit Committee of the Board consisting of Non-Executive Independent Directors reviews the Quarterly, Half-Yearly and the Annual Financial Statements of your Company. A detailed note on the functioning of the Audit committee and of the other committees of the Board forms part of the Section on Corporate Governance in the Annual report.

23. DEPOSITS:

During the year under review, your Company has not accepted any deposit within the meaning of Sections 73 and 74 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 (including any statutory modification(s) or re-enactment(s) for the time being in force).

24. REPORT ON RISK MANAGEMENT POLICY :

The Company has laid down a Risk Management Policy for a systematic approach for identification of risks, its assessment, mitigation measures, monitoring and to control risks. Further such Risks are categorized into Key Strategic Risks which includes geographical concentration of its manufacturing capacity, reputational risk, changing customer preference from cotton to blends & business continuity planning, Key Operating Risks which includes fluctuation in cotton prices, labour unrest, increased global and local competition, customers credit risk, sales channel disruption, customers'' concentration & fluctuation on foreign exchange rates and Regulatory Risks which include changes in taxation regime, bilateral/multilateral trade agreements, government policies with respect to textiles & regulatory compliances. The Risk Management Policy has been developed accordingly and approved by the Senior Management in accordance with the business strategy.

25. ENVIRONMENT AND SAFETY:

The Company is conscious of the importance of environmentally clean and safe operations. The Company''s policy requires conduct of operations in such a manner, so as to ensure safety of all concerned, compliances of environmental regulations and preservation of natural resources.

As required by the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013, the Company has formulated and implemented a policy on prevention of sexual harassment at workplace with a mechanism of lodging complaints. Its redressal is placed on the intranet for the benefit of its employees. During the year under review, no complaints were reported to the Board.

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. The Committee has adopted and approved the policy on Corporate Social Responsibilities and it is available on the website of the Company on the web link:

"http://jindaltextiles.com/pdf/CSR%20P0LICY.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 Report on CSR activities as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed as "Annexure-C" and forms an integral part of this Report.

27. DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to Section 134(3)(c) and Section 134(5) of the Companies Act, 2013 (including any statutory modification(s) or re-enactment(s) for the time being in force), the Directors of your Company confirm that:

(a) in the preparation of annual accounts, the applicable Accounting Standards have been followed along with proper explanations relating to material departures.;

(b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of your Company as at 31^st March, 2017 and of the profit and loss of the Company for the Financial Year ended 31^st March, 2017;

(c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

(e) 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 on conservation of energy, technology absorption and foreign exchange earnings and outgo pursuant to Section 134(3)(m) of the Companies Act, 2013, read with the Rule 8(3) of the Companies (Accounts) Rules, annexed as "Annexure-D" and forms an integral part of this Report.

29. INFORMATION & PERFORMANCE OF SUBSIDARY, JOINT VENTURES OR ASSOCIATE COMPANIES:

The Consolidated Financial Statements of the Company are prepared in accordance with relevant Accounting Standards viz. AS-21, AS-23 and AS-27 issued by the Institute of Chartered Accountants of India and forms an integral part of this Report.

Pursuant to Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing salient features of the financial statements of Subsidiaries/Associate Companies/Joint Ventures as given in Form AOC-1 is duly attached along with the consolidated financial statements and forms an integral part of this Report.

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 i.e. "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. Any shareholder if 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 OF THE COMPANIES ACT, 2013:

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. HUMAN RESOURCES AND INDUSTRIAL RELATIONS:

Your Company has always considered its workforce as its valuable asset and continues to invest in their excellence and development programs. Your Company has taken several initiatives for enhancing employee engagement and satisfaction.

Your Company''s human resource management systems and processes are designed to enhance employee capability, engagement, vitality and well-being so as to ensure that our employees add superior value - value which will help our businesses stay ahead of competition and simultaneously work towards enabling the Company to achieve its ambitious growth plans.

The Company is committed to nurturing, enhancing and retaining top talent through superior Learning, conducting various seminars & Organizational Development. During the year under review, the Company has approached "KPMG" one of the big 4 audit firms of the world, for conducting a major seminar and training session on GST for its employees and senior management/personnel. This is a part of Corporate HR function and is a critical pillar to support the organization''s growth and its sustainability in the long run.

The industrial relations continued to be generally peaceful and cordial.

32. REMUNERATION AND NOMINATION POLICY:

Pursuant to provisions of Section 178 of the Companies Act, 2013 the Board of Directors has framed a policy which lay down a framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. This policy also lays down criteria for selection and appointment of Board Members. The details of this policy are explained in the Corporate Governance Report.

33. DIVIDEND DISTRIBUTION POLICY :

Pursuant to Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, top five hundred listed entities based on market capitalization are required to formulate the Dividend Distribution Policy. Accordingly, your Company is not required to formulate the Dividend Distribution Policy.

34. DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND PARTICULARS OF EMPLOYEES:

The remuneration paid to the Directors is in accordance with the Nomination and Remuneration Policy formulated in accordance with Section 178 of the Companies Act, 2013 and Regulation 19 of the SEBI (LODR) Regulations, 2015 (including any statutory modification(s) or re-enactment(s) for the time being in force). The salient aspects covered in the Nomination and Remuneration Policy has been outlined in the Corporate Governance Report which forms part of this report.

The information 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 in respect of Directors/ employees of your Company is set out in "Annexure-E" to this report.

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

During the Financial Year 2016-2017, your Company has entered into transactions with related parties as defined under Section 2(76) of the Companies Act, 2013 read with Companies (Specification of Definitions Details) Rules, 2014, all of which were in the ordinary course of business and on arm''s length basis and in accordance with the provisions of the Companies Act, 2013, read with the Rules issued there under and the SEBI (LODR) Regulations, 2015. Further, there were no transactions with related parties which qualify as material transactions under the SEBI (LODR) Regulations, 2015.

All transactions with related parties were reviewed and approved by the Audit Committee. The details of the related party transactions as per Accounting Standard 18 are set out in Note [25.2 - Point No. 10] to the Standalone Financial Statements forming part of this report.

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%20POLICY.pdf"

36. Company LISTED AT:

The Equity Shares of your Company are listed at The Bombay Stock Exchange Limited, The National Stock Exchange of India Limited and The Ahmadabad Stock Exchange Limited. The Company has been complying with the provisions of the Listing Regulations on regular basis. The Listing fees of all the Stock Exchange in which the Company is listed has been duly paid up to Financial Year 2017-2018.

Further, the Company has received a letter no. ASEL/275 dated 11^th January, 2017 regarding no further requirements of making compliances to the ASE due to its Exit policy. Accordingly, the Company has stopped making any compliance to the ASE after the same was taken in record by the Board.

37. BUSINESS RESPONSIBILITY REPORT:

The Business Responsibility Reporting as required by Regulation 34(2) of the SEBI (LODR) Regulations, 2015, is not applicable to your Company for the Financial Year ending 31^st March, 2017.

38. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS:

There are no significant material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of your Company and its operations in future.

39. APPRECIATION:

Your Directors wish to express their gratitude to all the business associates, its management, statutory authorities, Government, banks, Stock Exchanges and to the Investors/Shareholders for the confidence reposed in the Company and supporting the Company at every stage through their kind cooperation. The Directors also convey their deep sense of appreciation for the committed services by the employees at all levels for their enormous personal efforts as well as collective contribution to the Company.

By Order of the Board of Directors

Sd/-

(Dr. Yamunadutt Agrawal)

Place : Ahmedabad Chairman & Director

Date : 11^th August, 2017 DIN: 00243192

---

Mar 31, 2016

To,

The Members of

JINDAL WORLDWIDE LIMITED

Ahmedabad

The Directors have immense pleasure in presenting the 30^th Annual Report on the business and operations of your Company together with the Company''s Audited Financial Statement for the Financial Year ended 31^st March, 2016.

1. FINANCIAL SUMMARY:

The performance of your Company for the Financial Year ended 31^st March, 2016 is summarized below:

(Rs. in Lakhs)

	Financial Year ended
Particulars	Standalone		Consolidated
	31st March, 2016	31st March, 2015	31st March, 2016	31st March, 2015
Total Revenue	101336.45	84409.54	101337.54	84439.52
Less: Operating and Administrative Expenses	86888.86	75212.23	86889.85	75212.90
Profit before Interest, Depreciation & tax	14447.58	9196.91	14447.69	9226.62
Less: Finance Cost	4279.09	2442.77	4279.09	2471.28
Less: Depreciation & Amortization Expenses	4729.88	3235.02	4729.88	3235.02
Less: Provision Of Income Tax (including deferred tax)	1045.16	855.96	1045.23	857.17
Less: Extraordinary items	366.19	-	366.19	-
Net Profit/ (Loss ) After Tax	4027.27	2663.16	4027.31	2663.15
Profit/ (Loss) brought forward from Previous Year	-	-	-	-
Add: Profit from Associates	-	-	1.36	2.9
Profit/(Loss) Carried to Balance Sheet	4027.27	2663.56	4028.66	2666.05

2. OVERVIEW OF COMPANY''S FINANCIAL PERFOMANCE:

During the year under review, there has been significant improvement in the performance of the Company as compared with the previous year. Our standalone and consolidated revenue from operations has increased from Rs. 84008.52 Lakhs to Rs. 100905.59 Lakhs, at a tremendous growth as compared to previous year.

Consequent to this, the net profit after tax during the year under review has increased from Rs. 2663.56 Lakhs to Rs. 4027.27 Lakhs on Standalone basis and Rs. 2666.05 Lakhs to Rs. 4028.66 Lakhs on Consolidated basis as compared to previous year.

3. DIVIDEND:

Your Directors have recommended a final dividend of 5% on its paid-up equity share capital i.e. Rs. 0.50 per equity share for the Financial Year ended 31^st March, 2016 amounting to Rs. 100.26 Lakhs which shall be paid subject to approval of members at the ensuing 30^th Annual General Meeting.

The dividend will be paid to members whose names appear in the Register of Members of the Company as on 23^rd September, 2016 and in respect of shares held in dematerialized form, it will be paid to members whose names are furnished by National Securities Depository Limited and Central Depository Services (India) Limited, as the beneficial owners as on that date.

4. AMOUNTS TRANSFERRED TO RESERVES:

During the year under review, no amount from profit was transferred to General Reserve Account.

5. EXTRACT OF ANNUAL RETURN "Annexure- A":

In accordance with Section 134(3) (a) of the Companies Act, 2013, an extract of Annual Return in Form MGT-9 containing details as on the Financial Year ended 31^st March, 2016 as required under Section 92 (3) of the Companies Act, 2013, read with The Companies (Management and Administration) Rules 2014 in the prescribed format is appended as "Annexure- A" to the Board''s Report and forms an integral part of this Report.

6. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis Report as required under Regulation 34(2)(e) and Schedule V of SEBI (LODR) Regulation 2015 forms an integral part of this report and gives details of the overall industry structure, economic developments, performance and state of affairs of your Company''s various businesses viz., the decorative business, international operations, industrial and home improvement business, internal controls and their adequacy, risk management systems and other material developments during the Financial Year 2015-16.

7. CORPORATE GOVERNANCE:

The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out by the Securities and Exchange Board of India (SEBI). The report on Corporate Governance as stipulated under Chapter IV read with Schedule V of SEBI (LODR) Regulation 2015, forms an integral part of the Annual Report, together with a certificate from the Company''s Secretarial Auditors confirming compliance of same.

8. MATERIAL CHANGES:

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

9. CHANGES IN SHARE CAPITAL:

The paid up Equity Share Capital as at 31^st March, 2016 stood at Rs. 20.05 Crores. During the year under review, the Company has not issued shares with differential voting rights nor has granted any stock options or sweat equity. As on 31^st March, 2016, none of the Directors of the Company hold instruments convertible into equity shares of the Company.

10. MEETING OF THE BOARD:

The details of the number of meetings of the Board held during the Financial Year 2015-16 forms part of the Corporate Governance Report.

11. BOARD OF DIRECTORS :

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Company''s Articles of Association, Mr. Rajesh Jain, Director, retires by rotation at the forthcoming Annual General Meeting and, being eligible offers himself for re-appointment. The Board recommends his re-appointment for the consideration of the Members of the Company at the ensuing Annual General Meeting. Appropriate resolutions for their re-appointment are being placed for your approval at the ensuing AGM. The brief resume of the Directors and other related information has been detailed in Note 20 in the Notice convening the 30^th AGM of your Company.

All Independent Directors have given declarations as required under Section 149(7) of the Act, that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16 (b) of SEBI (LODR) Regulations, 2015.

Further, the designation of Mr. Jitendra Agrawal and Mr. Rajesh Jain has been changed from Whole Time Directors of the Company to Non Executive Non Independent Director with the approval of Board of Directors of the Company w.e.f. 28^th May, 2016.

12. KEY MANAGERIAL PERSONNEL:

Pursuant to Section 203 of the Companies Act 2013, the following are the Key Managerial Personnel of the Company:

1.	Mr. Amit Agrawal	Managing Director
2.	CA Hirva Shah	Chief Financial Officer
3.	CS Kiran Geryani	Whole Time Company Secretary & Compliance Officer

Pursuant to the recommendation of the Nomination and Remuneration Committee, Mr. Amit Agrawal was reappointed by the Board of Directors, subject to the approval of the shareholders in this Annual General Meeting, as the Managing Director of the Company on 11^th August, 2016 for a further period of five years with effect from 3^rd September, 2016 to 2^nd September, 2021.

Further, CS Kiran Geryani was appointed as Whole Time Company Secretary and Compliance Officer of the Company by the Board of Directors in its meeting held on 11^th August, 2016 w.e.f. 27^th July, 2016.

13. PERFORMANCE EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015, a structured questionnaire was prepared after taking into consideration the various aspects of the Board''s functioning, composition of the Board and its Committees, culture, execution and performance of specific duties, obligations and governance.

The performance evaluation of the Independent Directors was completed. The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Directors. The Board of Directors expressed their satisfaction with the evaluation process.

14. 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 ensuing 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 Financial Year 2016-17, as approved by the members at the 30^th Annual General Meeting to be held on 30^th September, 2016.

(b) BRANCH AUDITORS:

M/s. B. A. Bedawala & Company, Chartered Accountants, Ahmedabad (FRN: 101064W), Branch Auditor will retire at the ensuing Annual General Meeting and are eligible for reappointment. In accordance with the Companies Act 2013, it is proposed to reappoint them as Branch Auditors for the Financial Year 2016-17 from the conclusion of this Annual General Meeting till the conclusion of the next Annual General Meeting, subject to the approval of shareholders.

Your Company has received written consent(s) and certificate(s) of eligibility in accordance with Sections 139, 141 and other applicable provisions of the Companies Act, 2013 and Rules issued there under (including any statutory modification(s) or reenactments) for the time being in force), from both M/s Mehra Anil & Associates and M/s. B. A. Bedawala & Company. Further, both have confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India (ICAI) as required under the SEBI (LODR), 2015.

(c) SECRETARIAL AUDITOR:

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 CS Ashish C. Doshi - SPANJ & Associates, Practicing Company Secretaries (Unique Code of Partnership Firm: P2014GJ34800), Ahmedabad to conduct Secretarial Audit for the Financial Year 2016-17.

Your Company has received consent from CS Ashish C. Doshi - SPANJ & Associates, Practicing Company Secretaries (Unique Code of Partnership Firm: P2014GJ34800), Ahmedabad, to act as the auditor for conducting audit of the Secretarial records for the Financial Year ending 31^st March, 2017.

The Secretarial Audit Report of Ashish C. Doshi, Practising Company Secretary for the Financial Year ended 31^st March, 2016, is annexed as "Annexure B".

(d) COST AUDITOR:

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 2016-17. Your Company has received consent from M/s. K V Melwani & Associates, Cost Accountants, to act as the Cost Auditor for conducting audit of the cost records for the Financial Year 2016-17 along with a certificate confirming their independence and arm''s length relationship.

(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 Financial Year 2016-17.

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

15. COMMITTEES OF THE BOARD:

The Board of Directors has the following Committees:

1. Audit Committee

2. Remuneration and Nomination Committee

3. Stakeholders'' Relationship Committee

4. Corporate Social Responsibility Committee.

The details of the Committees along with their composition, number of meetings and attendance at the meetings are provided in the Corporate Governance Report.

16. VIGIL MECHANISM:

The Vigil Mechanism of the Company, which also incorporates a whistle blower policy in compliance with the provisions of Section 177(10) of the Companies Act, 2013 and Regulation 22 of the SEBI (LODR), 2015, includes an Ethics & Compliance Task Force comprising senior executives of the Company. Protected disclosures can be made by a whistle blower through an e-mail or a letter to the Task Force or to the Chairman of the Audit Committee. The Vigil Mechanism and Whistle Blower Policy may be accessed on the Company''s website at the link: "http://jindaltextiles.com/pdf/VIGIL%20MECHANISM%20POLICY.pdf".

17. INTERNAL CONTROL SYSTEMS:

Your Company has an effective internal control and risk-mitigation system, which are constantly assessed and strengthened with new/revised standard operating procedures. The Company''s internal control system is commensurate with its size, scale and complexities of its operations. The internal and operational audit is entrusted to M/s. Jagdish Verma & Company, Chartered Accountants, Ahmedabad. The main thrust of internal audit is to test and review controls, appraisal of risks and business processes, besides benchmarking controls with best practices in the industry.

The Audit Committee, the Statutory Auditors and the top management are regularly apprised of the internal audit findings and regular updated provided at the Audit Committee meetings of the Action taken on the internal audit reports. The Audit Committee of the Board consisting of non-executive Independent Directors reviews the Quarterly, Half-Yearly and the Annual Financial Statements of your Company. A detailed note on the functioning of the Audit committee and of the other committees of the Board forms part of the Section on corporate governance in the Annual report.

18. FIXED DEPOSITS:

During the year under review, your Company has not accepted any deposit within the meaning of Sections 73 and 74 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 (including any statutory modification(s) or reenactment^) for the time being in force).

19. 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.

20. ENVIRONMENT AND SAFETY:

The Company is conscious of the importance of environmentally clean and safe operations. The Company''s policy requires conduct of operations in such a manner, so as to ensure safety of all concerned, compliances of environmental regulations and preservation of natural resources.

As required by the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013, the Company has formulated and implemented a policy on prevention of sexual harassment at workplace with a mechanism of lodging complaints. Its Redressal is placed on the intranet for the benefit of its employees. During the year under review, no complaints were reported to the Board.

21. 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. The Committee has adopted and approved the policy on Corporate Social Responsibilities and it 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 Report on CSR activities as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed as "Annexure - C" and forms an integral part of this Report.

22. DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to Section 134(3)(c) and Section 134(5) of the Companies Act, 2013 (including any statutory modification(s) or re-enactment(s) for the time being in force), the Directors of your Company confirm that:

(a) in the preparation of annual accounts ,the applicable Accounting Standards have been followed along with proper explanations relating to material departures.;

(b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of your Company as at 31^st March, 2016 and of the profit and loss of the Company for the Financial Year ended 31^st March, 2016;

(c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

(e) 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.

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

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo pursuant to Section 134(3)(m) of the Companies Act, 2013, read with the Rule 8(3) of the Companies (Accounts) Rules, annexed as "Annexure - D" and forms an integral part of this Report.

24. INFORMATION ABOUT SUBSIDARY, JOINT VENTURES OR ASSOCIATE COMPANIES:

The Consolidated Financial Statements of the Company are prepared in accordance with relevant Accounting Standards viz. AS-21, AS-23 and AS-27 issued by the Institute of Chartered Accountants of India and forms an integral part of this Report.

Pursuant to Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing salient features of the financial statements of Subsidiaries/Associate Companies/Joint Ventures is given in Form AOC-1 is duly attached along with the consolidated financial statements and forms an integral part of this Report.

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 i.e. "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. Any shareholder if 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.

25. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT UNDER SECTION 186 OF THE COMPANIES ACT, 2013:

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.

26. HUMAN RESOURCES AND INDUSTRIAL RELATIONS:

Your Company has always considered its workforce as its valuable asset and continues to invest in their excellence and development programs. Your Company has taken several initiatives for enhancing employee engagement and satisfaction.

The Company is committed to nurturing, enhancing and retaining top talent through superior Learning & Organizational Development. This is a part of Corporate HR function and is a critical pillar to support the organization''s growth and its sustainability in the long run.

27. REMUNERATION AND NOMINATION POLICY:

Pursuant to provisions of Section 178 of the Act, the Board of Directors has framed a policy which lay down a framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. This policy also lays down criteria for selection and appointment of Board Members. The details of this policy are explained in the Corporate Governance Report.

28. DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND PARTICULARS OF EMPLOYEES:

The remuneration paid to the Directors is in accordance with the Nomination and Remuneration Policy formulated in accordance with Section 178 of the Companies Act, 2013 and Regulation 19 of the SEBI (LODR), 2015 (including any statutory modification(s) or reenactment^) for the time being in force). The salient aspects covered in the Nomination and Remuneration Policy has been outlined in the Corporate Governance Report which forms part of this report.

The information required under Section 197 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of Directors/ employees of your Company is set out in "Annexure -E" to this report.

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

During the Financial Year 2015-16, your Company has entered into transactions with related parties as defined under Section 2(76) of the Companies Act, 2013 read with Companies (Specification of Definitions Details) Rules, 2014, all of which were in the ordinary course of business and on arm''s length basis and in accordance with the provisions of the Companies Act, 2013, read with the Rules issued there under and the SEBI (LODR), 2015. Further, there were no transactions with related parties which qualify as material transactions under the SEBI (LODR), 2015.

All transactions with related parties were reviewed and approved by the Audit Committee. Prior omnibus approvals are granted by the Audit Committee for related party transactions which are of repetitive nature, entered in the ordinary course of business and are on arm''s length basis in accordance with the provisions of Companies Act, 2013 read with the Rules issued there under and the SEBI (LODR), 2015.

The details of the related party transactions as per Accounting Standard 18 are set out in Note [27.2 - Point 11] to the Standalone Financial Statements forming part of this report.

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%20POLICY.pdf"

30. COMPANY LISTED AT:

The Equity Shares of your Company are listed at Bombay Stock Exchange Limited, National Stock Exchange of India Limited and the Ahmedabad Stock Exchange Limited. The Company has been complying with the provisions of the Listing Agreement on regular basis. The Listing fees of all the Stock Exchange in which the Company is listed has been duly paid up to Financial Year 2015-2016.

31. LISTING AGREEMENT:

The Securities and Exchange Board of India (SEBI), on 2^nd September, 2015, issued SEBI (LODR) Regulations, 2015, with the aim to consolidate and streamline the provisions of the Listing Agreement for different segments of Capital Markets to ensure better enforceability. The said regulations were effective from 1^st December, 2015. Accordingly, all listed companies were required to enter into the Listing Agreement within 6 months from the effective date.

The Board of Directors in it meeting held on 3^rd February, 2016 executed the uniform Listing Agreement to be entered into between the Company "Jindal Worldwide Limited" and the Stock Exchanges.

The said agreement was thereafter executed with BSE and NSE on 15^th February, 2016.

32. BUSINESS RESPONSIBILITY REPORT:

The Business Responsibility Reporting as required by Regulation 34(2) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, is not applicable to your Company for the Financial Year ending 31^st March, 2016.

33. AWARDS AND RECOGNITIONS:

It''s a matter of great pleasure & pride to share with all of you that the Managing Director of your Company, Mr. Amit Agrawal has been honored to receive privileged opportunity to represent Gujarat State in UNITED KINGDOM at the “VIBRANT GUJARAT GLOBAL SUMMIT -2017", an International Delegation Visit organized from 1^st August, 2016 to 9^th August, 2016. He being the youngest delegate member, got the respectful privilege for being invited, to address elite audience in UK where he shared his views on Textile Industry, Technology, Challenges , Opportunities & future of Textile Business besides so many other aspects. In his address, he has represented Gujarat & inspired investors to look forward for being growth partners by promoting Business Industry. His address was full of inspirations, supported with analytical facts and figures.

34. POSTAL BALLOT FOR CORPORATE GUARANTEE:

Pursuant to Section 186 of the Companies Act, 2013; during the Financial Year, the Company has increased limits of authority for providing Corporate Guarantee up to Rs. 750 crores in aggregate by conducting Postal Ballot on 5^th January, 2016 .

35. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS:

There are no significant material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of your Company and its operations in future.

36. APPRECIATION:

Your Directors wish to express their gratitude to all the business associates, its management, statutory authorities, Government, banks, Stock Exchanges and to the Investors/Shareholders for the confidence reposed in the Company and supporting the Company at every stage through their kind cooperation. The Directors also convey their deep sense of appreciation for the committed services by the employees at all levels for their enormous personal efforts as well as collective contribution to the Company.

For and on behalf of the Board of Directors

Sd/-

(Dr. Yamunadutt Agrawal)

Place : Ahmedabad Chairman & Director

Date : 11^th August, 2016 DIN: 00243192

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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

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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

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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

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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