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Dear Members,

The Directors of your Company have pleasure in presenting their 19th Annual Report on the affairs of the company together with Audited Annual Accounts for the financial year ended 31st March, 2016.

Financial Results (Rs. in lacs)

Since the company is in financial crisis, your company could achieve total revenue of Rs. 3.70 Crores during the year under review as against Rs. 111.82 Crores in the previous year. The company has suffered a loss of Rs. 51.93 Crores as against loss of Rs. 165.59 Crores in the previous year which is primarily due to provision for Bad Debts, depreciation, finance cost and loss on diminution in value of investments. One of the manufacturing facilities of the company situated at VPO Jugiana, G.T. Road, Ludhiana remained closed due to financial crisis and other manufacturing facility at Village Mandiala Kalan, Bija was leased out. Since all the bank accounts of the company have become sub-standard over a period of time the banks have started recovery action against the Company. The company is, however, working on restructuring with bankers for the operation of these units.

Dividend

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

Management Discussion & Analysis Report

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

Subsidiaries

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

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

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

The company has set up facilities for the manufacture of technical textile products like banner fabrics, general tarpaulin, truck siders etc. at its project at Village Thathal, Tehsil Amb, District Una, Himachal Pradesh. The company has achieved sales turnover and other income of Rs. 68.89 Crores for the year under review as against of Rs. 55.20 Crores in the previous year.

Jindal Medicot Ltd.

The company has set up facilities for the manufacture of the technical textile products like cotton crepe bandage, absorbent cotton, cotton balls, pads, dental rolls etc. at its project at Village Thathal, Tehsil Amb, District Una, Himachal Pradesh. The company has achieved sales turnover and other income of Rs. 30.65 Crores as against of Rs. 30.21 Crores in the previous year.

Jindal International FZE

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

Directors and Key Managerial Personnel

Mr. Balwinder Singh, Chief Financial Officer has resigned from the services of the company with effect from 20th May, 2016. Mr. Shiv Pal has been appointed as Chief Financial Officer with effect from 22nd June, 2016. Pursuant to the provisions of Section 152(6) of the Companies Act, 2013 and Articles of Association of the company, Sh. Yash Paul Jindal (DIN 01923862) and Sh. Sandeep Jindal (DIN 01639743), will be retiring by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. The Board has recommended their appointment to the members of the company at the ensuing Annual General Meeting.

During the year under review Mrs. Preeti Khanna and Ms. Nisha Rani, Independent directors of the company resigned from the Board. The Board wishes to place on record its deep sense of appreciation for the valuable contributions made by them to the Board and the company during their tenure as Director of the company. During the year under review Ms. Alisha was appointed as additional director with effect from 22nd June, 2016 in the capacity of Independent Director in accordance with the provisions of the Companies Act, 2013 and listing guidelines.

The Independent director has declared that she meets the criteria of independence in terms of section 149(6) of the Companies Act, 2013. Your directors recommend the appointment of the Independent Director on non-rotational basis as per the provisions of the Companies Act, 2013.

Sh. Yash Paul Jindal, Sh. Rajinder Jindal and Sh. Ramesh Jindal ceased to be Whole-time directors of the company w.e.f. 30th June, 2016. They, however, continue to be on the Board of the company as Non Executive Directors.

Corporate Governance

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

Board Evaluation

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

Separate Meeting of Independent Directors The company’s Independent Directors met on 14th March, 2016, without the attendance of Non Independent Directors. All the Independent Directors were present at the meeting. The Independent Directors in its meeting reviewed the performance of Non Independent Directors and the Board as a whole.

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

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

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

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

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

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

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

Auditors

M/s. Raj Gupta & Co., Chartered Accountants, (Registration No. 000203N), have been appointed as Statutory Auditors of the company at the last Annual General Meeting held on 30th September, 2014 till the conclusion of the 21st Annual General Meeting subject to ratification by the members at every consequent Annual General Meeting. Therefore, ratification for the appointment of M/s. Raj Gupta & Co., Chartered Accountants, Statutory Auditors of the company is being sought from the members at the ensuing Annual General Meeting. The report of the auditors of the company is self explanatory and has been explained in notes to accounts and hence does not call for any further comments.

Cost Audit

Pursuant to the provisions of section 148(3) of the Companies Act, 2013, the company has appointed M/s. Gurvinder Chopra & Co., Cost Accountants as Cost Auditor of the company, for conducting audit of cost records in respect of manufacturing activities of the company for the financial year 2015-16. The Cost Audit Report for the year ended 31st March, 2016 will be submitted with Ministry of Corporate Affairs, Government of India.

Secretarial Audit

According to the provisions of Section 204 of the Companies Act, 2013, your company has engaged the services of M/s. Reecha Goel & Associates, Company Secretaries, to conduct Secretarial Audit of the company for the financial year 2015-16 and Secretarial Audit Report for the financial year 2015-16 is attached and forms part of the annual report.

Reference with Board for Industrial and Financial Reconstruction (BIFR)

The company has accumulated losses of Rs. 227.64 Crores as at 31.03.2016 and has eroded its peak level net worth by more than 50% and has become a potentially sick company. Reference under the provisions of Section 23 of Sick Industrial Company (Special Provisions) Act, 1985 (SICA) has been generated on 22nd January, 2016.

Energy Conservation, Technology Absorption & Foreign Exchange

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

Fixed Deposits

During the year under review, your company has not accepted any fresh fixed deposits from the public. Due to severe financial constraints, the company could fulfill its obligation in part for the repayment of fixed deposits, which has become due for repayment after the time extended by the Hon’ble Company Law Board, New Delhi.

Particulars of Employees

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

Corporate Social Responsibility (CSR):

During the year under review, the company was not required to spend any amount on Corporate Social Responsibility activities as required under section 135 and Schedule VII of the Companies Act, 2013, as the company had incurred losses during the three immediately preceding financial years.

Vigil Mechanism

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

Related Party Transactions

The Related Party Transactions made during the financial year 2015-16 were on arm’s length basis and in the ordinary course of business. There were no materially significant related party transactions with the company’s Promoters, Directors, Kay Managerial Personnel or their relatives, which could have a potential conflict with the interest of the company. The Related Party Transactions has been reported and annexed hereto in this annual report.

Extract of Annual Return

As required pursuant to section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of annual return in MGT 9 is forming a part of this Annual Report.

Particulars of Loans, Guarantees or Investments

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

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

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

Risk Management Policy

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

Associates Companies

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

Industrial Relations

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

Acknowledgement

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

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

FOR AND ON BEHALF OF THE BOARD

JINDAL COTEX LIMITED

(Yash Paul Jindal) (Sandeep Jindal)

Director Managing Director

DIN:01923862 DIN:01639743

PLACE: Ludhiana

DATED: 13th August, 2016