jindal cotex ltd share price Directors report

Dear Members,

The Directors of your Company have pleasure in presenting their 26^th Annual Report on the affairs of the company together with Audited Annual Accounts for the financial year ended 31^st March, 2023.

Financial Results

(Rs. In Lacs)

	Standalone		Consolidated
Particulars	2022-23	2021-22	2022-23	2021-22
Turnover	243.70	1524.59	243.70	1524.59
Other Income	1101.15	1001.53	181.71	173.20
Profit Before Depreciation, Interest, Tax & Exceptional items (PBDIT)	312.32	(2078.54)	186.14	(2113.61)
Interest and Financial Expenses	120.97	90.32	120.97	90.32
Profit Before Depreciation, Tax & Exceptional items (PBDT)	191.35	(2168.86)	65.17	(2203.93)
Depreciation	1.47	546.01	1.47	546.01
Profit Before Tax & Exceptional items (PBT)	189.88	(2714.87)	63.70	(2749.94)
Exceptional items	1036.37	12908.38	1036.37	12908.38
Profit Before Tax	1226.25	10193.51	1100.07	10,158.44
Less- Provision for Tax (Including Deferred Tax)		--	-	-
Profit for the year (PAT)	1226.25	10193.51	1100.07	10,158.44
Other Comprehensive Income	1.50	0.00	1.50	0.00
Add - Surplus brought forward From previous Year	-	-	-
Profit available for Appropriations	1227.75	10193.51	1101.57	10,158.44

Performance (Standalone/Consolidated)

We wish to inform you that during the year under review, the company has achieved operational income of Rs. 243.70 lacs as against Rs. 1524.59 lacs during the previous year. The company has earned however reported a profit before tax of Rs. 1226.25 lacs due to exceptional income of Rs. 1036.37 lacs generated due to profit from sale of land of Rs. 29.64 Lacs, profit on sale of plant and machinery under SARFAESI ACT during the previous financial year amounting to Rs. 775 Lacs, income generated due to sale of scrap of Rs.0.15 Lacs, Rs. 145.93 Lacs booked on the account of written back of provision forbad debts and Rs. 89.60 Lacs as Rebate & Discount and Rs. 3.94 lakhs as Prior Period Expenses.

There is no manufacturing activity in the company now. Windmill of the Company situated at Distt. Jaisalmer is also non-operational due to non-payment of maintenance charges to SUZLON.

Dividend

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

Transfer to Reserves

The company has not transferred any amount to the general reserve.

Nature of Business

The company is engaged in the textiles business. During the year, under review, there was no change in the business of the company.

Share Capital

The paid up equity share capital of the company is Rs. 4500.314 Lacs as at 31^st March, 2023. There was no public issue, right issue, bonus issue or preferential issue etc., during the year.

Indian Accounting Standard (Ind AS)

The financial results for the year 2022-23 have been prepared in accordance with Indian Accounting Standards (Ind AS), prescribed under section 133 of the Companies Act, 2013 read with the relevant rules issued thereunder and the other recognized accounting practices and polices to the extent applicable.

Management Discussion & Analysis Report

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

Detail of Subsidiary

Jindal International FZE is 100% subsidiary of the company set up in free zone in UAE. The company is engaged in the general trading activities. The consolidated financial statements presented by the company include financial information of its subsidiary prepared in compliance with applicable Accounting Standards are attached to and form part of the Annual Report.

Directors and Key Managerial Personnel

Sh. Sandeep Jindal (DIN: 01639743), Director retires by rotation at the ensuing Annual General Meeting and being eligible, offer himself for re-appointment as perthe provisions of section 152(6) of the Companies Act, 2013. The Board has recommended his appointment to the members of the company at the ensuing Annual General Meeting. Item seeking his re-appointment along with his detailed profile has been included in the notice convening the AGM.

However, Board of Directors has appointed Mr. Sandeep Jindal as CFO in the meeting dated 12.08.2023.

The Board of Directors, on the basis of the recommendations of the Nomination & Remuneration Committee, at its meeting held on 01.09.2023, has approved the re- appointment of Mr. Kartar Chand Dhiman as an Independent Director of the Company for a second consecutive term of five years commencing from 29.09.2023 up to 28.09.2028, not liable to retire by rotation subject to the approval of the Members by way of Special Resolution which is sought to be obtained in the ensuing Annual General Meeting.

Further, the Board in its Meeting held on 01.09.2023, has appointed Mr. Sandeep, an Associate Member of the Institute of Company Secretaries of India holding Membership No. A72232, as Company Secretary and Compliance Officer of the Company under the provisions of Companies Act, 2013 & SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 respectively.

Number of Meetings of the Board

The details of the number of meetings of the Board held during the Financial Year 2022-23 forms part of the Corporate Governance Report.

Corporate Governance

A separate report on Corporate Governance is enclosed as a part of this Annual Report. A certificate from the Auditors of the Company regarding compliance with the Corporate Governance norms stipulated, is annexed to the Report on Corporate Governance.

Board Evaluation

The Board carried out a formal annual performance evaluation of its own performance and that of its Committees and Individual Directors as required under the provisions of the Companies Act, 2013 and Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Declaration By Independent Directors

The Independent directors have submitted their declaration to the Board that they fullfill all the requirements as stipulated under section 149(6) of the Companies Act, 2013, so as to qualify themselves to be appointed as Independent directors of the company.

Separate Meeting of Independent Directors

The companys Independent Directors met on 31^st March, 2023 without the attendance of Non-Independent Directors. All the Independent Directors were present at the meeting. The Independent Directors in its meeting reviewed the performance of Non-Independent Directors and the Board as a whole.

Directors Responsibility Statement

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

a) In the preparation of Annual Accounts for the financial year 31.03.2023, the applicable Accounting Standards have been followed and that there are no material departures;

b) They have selected such Accounting Policies and applied them consistently and made prudent judgments & estimates that are reasonable so as to give a true and fair view of the state of affairs of the Company at the end of the financial year 31.03.2023 and a profit of the company as on date;

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

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

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

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

Annual Return

The web-link for the Annual Return for the financial year 2022-23 in the Form MGT 7 is placed on the Companys website is www.jindalcotex.com.

Auditors

a) Statutory Audit

M/s. K R Aggarwal & Associates, Chartered Accountants, (Registration No. 030088N), were appointed for a term of 5 (five) consecutive years in Annual General Meeting held on 30.09.2022 on remuneration mutually agreed upon by the Board of Directors and Statutory auditors.

M/s. K R Aggarwal & Associates has audited the books of accounts of the company for the financial year ended 31^st March, 2023 and issued Auditors report thereon. The statutory report is self- explanatory and hence does not call for any further comments.

b) Cost Audit

As per the requirements of the Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014 as amended from time to time, the said provisions are not applicable to the Company.

c) Secretarial Audit

Pursuant to the provisions of Section 204 of the Act and rules made thereunder, the Company has appointed M/s. Reecha Goel & Associates, Company Secretaries to undertake the Secretarial Audit of the Company. The Secretarial Audit Report for the year ended 31.03.2023 is annexed.

Reply to the qualifications made in Secretarial Auditors Report:

Sr. No. Qualification Remarks	Boards Reply
1. Payment of Annual Listing Fees to BSE and NSE and consequent advisory from these exchanges for compulsory delisting in the event of continuing default. Trading in the securities on both the exchanges has been suspended.	The Company is in the process of filing the application of revocation of suspension in the trading of securities of the Company.
2. Delay in filing of (a) Annual Report for the year and period ended 31.03.2022 (b) Financial results for the quarters ended 31.03.2022, 30.06.2022, 30.09.2022 & 31.12.2022 (c) Secretarial Compliance Report for the period ended 31.03.2022 (d) Statement of Investor complaints for the quarters ended 31.03.2022 &30.06.2022 (e) Corporate Governance Report for the quarters ended 31.03.2022 630.06.2022 (f) Shareholding Pattern for the quarters ended 31.03.2022, 30.06.2022 & 30.09.2022 (g) Reconciliation of share audit reports for the quarters ended 31.03.2022 & 30.06.2022.(h) Related party transaction report for the half year ended 31.03.2022. (i) Compliance Certificate under Regulation 7(3) for the period ended 31.03.2022 (j) Compliance Certificate under Regulation 40(10) for the period ended 31.03.2022.	The Company is in the process of making good all the lapses of the past and assures timely compliance in future.
3. Non-compliance in respect of appointment of CS and CFO.	Board of Directors has appointed Mr. Sandeep Jindal as CFO in the meeting dated 12.08.2023 and further, the Board in its Meeting held on 01.09.2023, has appointed Mr. Sandeep, an Associate Member of the Institute of Company Secretaries of India holding Membership No. A72232, as Company Secretary and Compliance Officer of the Company.
4. Delay in filing forms MGT-14, MGT-7 and AOC-4 XBRL with ROC	The Company is in the process of making good all the lapses of the past and assures timely compliance in future.
5. Non-compliance of Regulation 46 of SEBI (LODR) Regulations, 2015	The Company assures the timely compliance in future.
6. Non-compliance of Regulation 31(4) of SEBI (SAST) Regulations,2011	The Company assures the timely compliance in future.
7. Non-compliance of Structured Digital Database (SDD) pursuant to the provisions of Regulation 3(5) and 3(6) of Securities and Exchange	The Company assures the timely compliance in future.
Board of India (Prohibition of Insider Trading) Regulation, 2015 (PIT Regulation).
8. Non-compliance of Regulation 17(l)(c) of SEBI (LODR) Regulations, 2015.	The management is making sincere and intense efforts to appoint two independent directors and shall be able to appoint them shortly.
9. Non-compliance of order passed by Honble Company Law board, New Delhi, regarding repayment of fixed deposits accepted by the Company.	in continuation to CLB order dated 09.01.2014, the Hardship Committee has been constituted by the Honble National Company Law Tribunal, Chandigarh for the claimants of FDR
10. The company and its promoter directors viz. Sh. Sandeep Jindal, Sh. Yash Paul Jindal and Sh. Rajinder Jindal have been restrained from accessing the securities market directly or indirectly and further prohibited from any kind of buying, selling or otherwise dealing in securities market including units of mutual funds for a period of five years from order dated 24.08.2019.	The Restrained order continues.

Energy Conservation, Technology Absorption & Foreign Exchange

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

Fixed Deposits

The company had made default in the repayment of the fixed deposits received from the fixed deposit holders for which a complaint has already been filed by the Registrar of Companies, Chandigarh with District and Sessions Court, SAS Nagar, Mohali (PB).

Particulars of Employees

No employee is covered under the provisions of section 197 (12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial personnel) Rules, 2014.

Audit Committee

The Company has constituted an Audit Committee pursuant to Section 177(8) read with Rule 6 of the Companies (Meetings of the Board and its Powers) Rules, 2014 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Presently, the Audit Committee of the Company consists of Mr. Sandeep Jindal and Mr. Kanik Sharma, as Members and Mr. Kartar Chand Dhiman is the Chairman of the Audit Committee.

The detailed information regarding Audit Committee and its terms of reference is given in Corporate Governance Report forming an integral part of the Directors Report.

Nomination & Remuneration Committee

The Company has constituted a Nomination & Remuneration Committee pursuant to Section 178(1) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Presently, the Nomination & Remuneration Committee consists of Mr. Kanik Sharma and Ms. Alisha as Members and Mr. Kartar Chand Dhiman is the Chairman of the Nomination & Remuneration Committee. The detailed information regarding Nomination & Remuneration Committee and its terms of reference is given in Corporate Governance Report forming an integral part of the Directors Report.

Corporate Social Responsibility (CSR):

The company has not spent any amount on Corporate Social Responsibility activities as required under section 135 and Schedule VII of the Companies Act, 2013, as company incurred huge losses in the past years.

Compliance with Secretarial Standards:

During the year, the Company has complied with the applicable Secretarial Standards as prescribed under section 118 of the Companies Act, 2013.

Significant and Material Orders Passed by the Regulators/ Courts

During the period under review, Honble Securities Appellate Tribunal ("SAT") pronounced its judgement on 23.02.2023 in the matter of appeal filed by the Company against the order dated 23 January 2020 of SEBI on the levy of penalty on the Company and its promoters in the case of GDR issue. In its judgement, SEBI reduced the penalties against the Company to Rs. 25 lakhs and Rs. 10 lakhs against Mr. Sandeep Jindal. But the penalty on Mr. Rajinder Jindal and Mr. Yash Paul Jindal remained the same.

Further, the Company has paid penalties in this regard.

Green Initiative

The Ministry of Corporate Affairs has taken a "Green Initiative in the Corporate Governance" by allowing paperless compliances by the companies. Further, as per the provisions of the Companies Act, 2013 read with Companies (Management and Administration) Rules, 2014, the company may send financial statements and other documents by electronic mode to its members. Your company has decided to join the MCA in its environmental friendly initiative. Accordingly, the company propose to send documents such as Annual Report and other communications to the shareholders via electronic mode at the registered email address of the shareholders. Further, to support this green initiative of the Government, the shareholders are requested to register their email Id with their depository participant with whom they are having demat account.

Vigil Mechanism

Pursuant to the provisions of Section 177(9) & (10) of the Companies Act, 2013 read with Companies (Meetings of Board and its powers) Rules, 2013 and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the company established, a Vigil Mechanism process whereby any employee, directors, customers, vendors etc., can report the genuine concerns or grievances to the members of Audit Committee about unethical behavior, actual or suspected fraud so that appropriate action can be taken to safeguard the interest of the company. However, no such complaint was received during the year under review.

Prevention of Sexual Harassment at Workplace

The Company committed to provide a safe and conducive work environment to its employees including women, during the year under review. Your Directors further state that there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Related Party Transactions

The Related Party Transactions made during the financial year 2022-23 were on arms length basis and in the ordinary course of business. There were no materially significant related party transactions with the companys Promoters, Directors, Key Managerial Personnel or their relatives, which could have a potential conflict with the interest of the company. The Related Party Transactions has been reported and annexed hereto in this annual report.

Particulars of Loans, Guarantees or Investments

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

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

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

S. No. Name	Designation	Remuneration paid FY 2022-23	Percentage Increase/ Decrease in the remuneration in the Financial Year 22-23	Ratio of Remuneration of each director to the Median Remuneration of Employees
1. Mr. Sandeep Jindal	Managing Director	7,50,000	-	2.44

Risk Management Policy

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

Associates Companies

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

Industrial Relations

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

Disclosure under the Insolvency and Bankruptcy Code

Company has not made any application or any proceeding is pending under the Insolvency and Bankruptcy Code (IBC), 2016 during the Financial Year 2022-23.

Disclosure of Valuation of Assets

Central bank of India and Phoenix ARC accounts settled under OTS during the year under consideration and the banks have issued no dues certificate after clearance of OTS amount.

Acknowledgement

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

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

	For and on behalf of the Board For Jindal Cotex Limited
Date: 01.09.2023	Sd/-	Sd/-
Place: Ludhiana	(Sandeep Jindal)	(Kartar Chand Dhiman)