Jindal Worldwide : Record Date

Notice of Annual

General Meeting

NOTICE OF 36TH ANNUAL GENERAL MEETING

NOTICE is hereby given that the 36th Annual General Meeting of the Members of JINDAL WORLDWIDE LIMITED will be held on Tuesday, 27th September, 2022 at 01:00 P.M. (IST) through Video Conferencing ("VC") / Other Audio Visual Means ("OAVM") to transact the following agenda business items:

ORDINARY BUSINESS:

Agenda No. 01: Adoption of Financial Statements -

To consider and adopt the Audited Standalone & Consolidated Financial Statements of the Company for the Financial Year ended on 31st March, 2022 together with the Report of the Board of Directors and Report of the Statutory Auditors thereon.

Agenda No. 02: Declaration of Final Dividend -

To declare the Final Dividend @ 10% on Paid Up Equity Share Capital (i.e ` 0.10 per equity share) for the Financial Year 2021- 2022.

Agenda No. 03: Re-Appointment of Dr. Yamunadutt Agrawal (DIN: 00243192) as a Director liable to retire by rotation under Section 152 of the Companies Act, 2013 -

To appoint a Director in place of Dr. Yamunadutt Agrawal (DIN: 00243192), Non-ExecutiveNon-Independent Director, who retires by rotation and being eligible, offers himself for re-appointment.

Agenda No. 04: Re-appointment of M/s. SAREMAL & Co., (FRN: 109281W), Chartered Accountants, Ahmedabad, as statutory auditors of the Company for second consecutive Term of 1 year and fixation of remuneration thereof -

Annotation: The members are hereby informed that the 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 36th 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 31st AGM till the conclusion of the 36th 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 36th AGM and pursuant to Sections 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 8th August, 2022 has approved to re-appoint M/s. Saremal & Co., Chartered Accountants as Statutory Auditors for a second consecutive term of 1 year from the conclusion of this 36th 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, the consent of the members be and is hereby required for re-appointment of M/s. Saremal & Co., Chartered Accountants of the Company for a second consecutive term of 1 year.

To consider and if thought fit, to pass the following resolution, as an Ordinary Resolution:

"RESOLVED THAT pursuant to Sections 139, 141, 142 and all other applicable provisions, if any, of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014, (including any statutory modification(s) or re-enactment thereof) and pursuant to the recommendations of the Audit Committee and subsequent approval of the Board of Directors thereon; the consent of the shareholders of the Company be and is hereby accorded for re-appointment of M/s. SAREMAL & Co., (FRN: 109281W), Chartered Accountants, Ahmedabad as the Statutory Auditors of the Company for a second consecutive term of 1(one) year from the conclusion of this 36th AGM till the conclusion of the 37th AGM to conduct the statutory audit for the F.Y. 2022-2023 on such remuneration as may be mutually agreed upon by the Audit committee/Board of Directors and the re-appointing Statutory Auditors."

"RESOLVED FURTHER THAT any Director of the Company be and is hereby authorized to file such e-form to the Registrar of Companies, Ahmedabad and to do all such acts, deeds and things which may be deemed necessary to give effect to the above said resolution."

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SPECIAL BUSINESS:

Agenda No.05: Ratification of remuneration payable to M/s. K. V. Melwani & Associates (FRN:100497), Cost Accountants, Ahmedabad, Cost Auditors of the Company for Financial Year 2022-2023 -

To consider and if thought fit, to pass, with or without modification(s), the following Resolution as an Ordinary Resolution:

"RESOLVED THAT pursuant to the recommendation of Audit Committee and pursuant to the provisions of Section 148 and other applicable provisions, if any, of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 (including any statutory modification (s) or re-enactment thereof for the time being in force), the remuneration payable to M/s. K. V. Melwani & Associates, Cost Accountants, Ahmedabad (FRN:100497) Cost Auditors of the Company; as approved and appointed by the Board of Directors of the Company to conduct the audit of the Cost Records of the Company for the Financial Year 2022-2023; amounting to ` 90,000/- (excluding taxes, travelling and other out-of-pocket expenses incurred by the said Auditor) be and is hereby ratified and confirmed."

"RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorized to do all acts and take all such necessary step as may be necessary, proper and expedient to give effect to the aforesaid resolution.

Agenda No.06: 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.

Annotation: The members are hereby informed that in furtherance to the Special resolution passed by the Shareholders of the Company at 35th Annual General Meeting held on 30th September, 2021 for re-appointment of Mr. Amit Agrawal as Managing Director of the Company, the Board of Directors recognized his contribution towards the tremendous growth of the Organization. Under his leadership, the Company has demonstrated a consistent and strong growth in both Revenue and Profits, with a particular emphasis on the highest standards of Corporate Governance. Thus, the Board of Directors of the Company in its meeting held on 28th May, 2022 has approved for an elevation of Mr. Amit Agrawal from the designation of 'Managing Director' of the Company to the designation of 'Vice-Chairman & Managing Director' of the Company; subject to the approval of Shareholders in the ensuing Annual General Meeting; with a belief that his elevation would result into achieving the organization goals at a level higher to the one existing and that his significant role in planning and implementing the Company's future growth strategies shall help in building a more robust organization structure.

Accordingly, the consent of the members be and is hereby required for an elevation of Mr. Amit Agrawal as "Vice-Chairman & Managing Director" of the Company.

To consider and if thought fit, to pass, with or without modification(s), the following Resolutions as Special Resolution:

"RESOLVED THAT in partial modification of the Special resolution passed by the Shareholders of the Company at 35th Annual General Meeting held on 30th September, 2021 for re-appointment of Mr. Amit Agrawal as Managing Director of the Company and pursuant to the provisions of Section 2(51), 196, 197, 198, 203 read with the Schedule V of the Companies Act, 2013 and applicable provisions, Rules, Regulations (including any modification or re-enactment thereof), if any, of the Companies Act, 2013 and of the SEBI (LODR) Regulations, 2015, and the Articles of the Association of the Company and considering the recommendations made by the Nomination and Remuneration Committee; the consent of Shareholders of the Company be and is hereby accorded for an elevation of Mr. Amit Agrawal from the designation of 'Managing Director' of the Company to the designation of 'Vice-Chairman & Managing Director' of the Company w.e.f 28th May, 2022.

"RESOLVED FURTHER THAT except for the change in designation, all other terms and conditions of appointment and remuneration of Mr. Amit Agrawal shall remain same as approved by the Shareholders of the Company in the 35th Annual General Meeting held on 30th September, 2021.

"RESOLVED FURTHER THAT the Letter of Re-Appointment dated 30th September, 2021 as issued earlier to Mr. Amit Agrawal as the Managing Director of the Company be and hereby stands valid and that only a fresh letter of intimation for the elevation as "Vice-Chairman & Managing Director" be issued to him as an addition to his letter of re-appointment issued earlier.

Notice of Annual

General Meeting

"RESOLVED FURTHER THAT any Director of the Company be and is hereby severally authorized to sign and execute all necessary documents, applications and returns for the purpose of giving effect to the aforesaid resolution along with filing of necessary E-forms with the Registrar of Companies and to do all acts, deeds and things as may be necessary, proper or expedient to give effect to the aforesaid resolutions."

NOTES:

1. GENERAL INFORMATION:
2. 1. The Explanatory Statement pursuant to Section 102(1) of the Companies Act, 2013 read with Regulation 17 and 36 of SEBI (LODR) Regulations, 2015 and as required under Secretarial Standard - 2 on General Meetings as issued by the Institute of Company Secretaries of India (ICSI), in respect of the Ordinary Business under Agenda No. 04 and Special Business under Agenda nos. 5 and 6 as stated above is annexed hereto.
   2. The Board of Directors have considered and decided to include the Agenda Nos. 5 and 6 as stated above as Special Business in the ensuing AGM, being unavoidable in nature.
   3. Pursuant to General Circular No. 02/2022 dated 05th May, 2022 in relation to "Clarification on holding AGM through VC & OAVM", the Ministry of Corporate Affairs ('MCA') has allowed the companies whose AGMs were due to be held in/ during the year 2022, to conduct their AGMs on or before 31st December, 2022 through VC/OAVM without the physical presence of the members at a common venue. Further, on receiving various representations, the Securities and Exchange Board of India ('SEBI') also issued Circular No. SEBI/HO/CFD/CMD2/CIR/P/2022/62 dated 13th May, 2022 providing relaxation from Regulation 36(1)(b) of SEBI (LODR) Regulations, 2015 upto 31st December, 2022 in respect to sending hard copies of annual reports to the shareholders.
      The above MCA Circulars & SEBI Circulars are to be read with the previously issued MCA General Circular Nos. 14/2020 dated 08th April, 2020 and 17/2020 dated 13th April, 2020 in relation to "Clarification on passing of ordinary and special resolutions by companies under the Companies Act, 2013 on account of the threat posed by COVID-19" and MCA General Circular Nos. 20/2020, 02/2021, 19/2021 and 21/2021 dated 05th May, 2020, 13th January, 2021, 08th December, 2021 and 14th December, 2021, respectively, in relation to "Clarification on holding AGM through VC & OAVM" (hereinafter collectively referred to as "MCA Circulars") and SEBI Circular No. SEBI/HO/CFD/CMD1/CIR/P/2020/79 dated 12th May, 2020 and SEBI/HO/CFD/CMD2/CIR/P/2021/11 dated 15th January, 2021 (hereinafter collectively referred to as "SEBI Circulars")
      Accordingly, in compliance with the aforementioned circulars, the 36th Annual General Meeting ("AGM") of the Company will be held on Tuesday, 27th September, 2022 at 01.00 p.m. through Video Conferencing (VC)/Other Audio Visual Means (OAVM) facility to transact the businesses as set out in the Notice of AGM and therefore no physical presence of members is required.
      Dispatch of Annual Report through E-Mail: Accordingly, in compliance to the aforementioned circulars, the Annual Report for the Financial Year 2021-2022 of the Company will be sent only through electronic mode only (i.e E-Mail) to those Shareholders of the Company whose E-Mail IDs are registered with the Company or the Registrar and Share Transfer Agent (the "RTA"), i.e., M/s. Cameo Corporate Services Limited.

A printable copy of the said Annual Report along with the Notice of the ensuing Annual General Meeting shall also be made available on the website of the Company "www.jindaltextiles.com" and on the website of BSE Limited "www.bseindia.com" and National Stock Exchange of India Limited "www.nseindia.com", before and within the prescribed time limit as per the provisions of the Companies Act, 2013.

5. Keeping the convenience of the Members of the Company positioned in different time zones into consideration, the Annual General Meeting has been scheduled on a working day on 27th September, 2022 at 01:00 P.M. (IST).

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1. As per the prevailing provisions of the Companies Act, 2013, a member entitled to attend and vote at the Annual General Meeting is entitled to appoint a proxy or where that is allowed, one or more proxies, to attend and vote instead of himself/herself and the proxy need not be a member of the Company. However, since Annual General Meeting will be held through VC/OAVM where physical attendance of members in any case has been dispensed with, there is no requirement of appointment of proxies in pursuance of the aforementioned MCA Circulars and SEBI circulars specifically wherein SEBI has temporarily dispensed the compliance of Regulation 44(4) of the SEBI (LODR) Regulations, 2015 in case of meetings held through electronic mode only and hence the Proxy Form is not annexed to this Notice convening the 36th Annual General Meeting (AGM) of the Company.
2. Procedure for attending the AGM through VC/OAVM - The Company has continued appointing "Central Depository Services Limited" (CDSL) for rendering its services in regards to the facility to shareholders for attending the AGM through VC/OAVM and to cast votes thereby through E-Votingfacility. The detailed instructions in this regard are provided separately in Section II forming part of this Notice.
3. Pursuant to the provisions of Section 91 of the Companies Act, 2013 read with relevant rules and Regulation 42 of SEBI (LODR) Regulations, 2015 with the Stock Exchanges; the Register of Members and Share Transfer Books of the Company will remain closed (Book Closure Period) from Wednesday, 21st September, 2022 to Tuesday 27th September, 2022 (both days inclusive) for the purpose of the 36th Annual General Meeting of the Company and for the purpose of declaration of Dividend for the Financial Year 2021-2022.
4. In compliance of the aforementioned MCA circulars, all the documents referred to in the accompanying notice and the Explanatory Statement shall be made available for inspection by the members of the Company through electronic mode only upto the date of 36th Annual General Meeting. Members desirous of inspecting the same may send their requests at "csjindal@jindaltextiles.com" from their registered E-Mail IDs mentioning their names and folio numbers / demat account numbers atleast 5 days before the date of AGM. Also, such necessary documents shall be made available for inspection upon login at CDSL E-Voting system at https://www.evotingindia.com/during the AGM.
5. In case of Joint-holders, the Member whose name appears as the first holder in the order of names as per the Register of Members of the Company will be entitled to vote through E-Voting during the AGM.
6. If any of the members are holding shares in the same name or in the same order of names under different folios, then members are requested to notify the same to the Registrar and Share Transfer Agent for consolidation of their shareholding into a single folio.
7. MANDATORY DEMATERIALIZATION OF PHYSICAL SECURITIES: With reference to the SEBI notification no.
   SEBI/LAD-NRO/GN/2018/24 dated 8th June, 2018 read with BSE Circular Ref. No. LIST/COMP/15/2018-19 dated 5th July, 2018 and NSE Circular Ref. No. NSE/CML/2018/26 dated 9th July, 2018 and further SEBI Notification no. No. SEBI/LAD-NRO /GN/ 2018/49 dated 30th November, 2018 and press release dated 3rd December, 2018, in regard to the amendment in Regulation 40 of SEBI (LODR) (Fourth Amendment) Regulations, 2018 for mandatory dematerialization of the physical securities upto 31st March 2019; the shareholders are thus informed that w.e.f. 1st April, 2019 , any request for effecting transfer of shares held in physical form is not being and will not be processed by the RTA or the Company except transmission cases .
   Accordingly, key points of the aforesaid circulars are:
8. 1. The amendment does not prohibit the investor from holding the shares in physical form, investor has the option of holding shares in physical form even after 31st March, 2019.
   2. The amendment is not applicable for transmission (i.e. transfer of title of shares by way of inheritance / succession) and transposition (i.e. re arrangement / interchanging of the order of name of shareholders) cases.
   3. Any investor who is desirous of transferring shares (which are held in physical form) after 31st March, 2019 can do so only after the shares are dematerialized.

The detailed procedure of conversion of physical shares into dematerialization form is available on the website of Central Depository Services (India) Limited (CDSL) i.e. "www.cdslindia.com" , National Securities Depository Limited (NSDL) i.e." www.nsdl.co.in" and Company i.e. "www.jindaltextiles.com".

13. Members are informed that as an ongoing measure to enhance ease of doing business for investors in dealing in securities markets by investors, SEBI vide its Circular No. SEBI/HO/MIRSD/MIRSD_RTAMB/P/CIR/2021/655