Jindal Worldwide Ltd. — Board/Management Information 2020

Feb 13, 2020

Date: 13th February, 2020

To, National Stock Exchange of India Limited Exchange Plaza Plot no. C/1, G Block Bandra- Kurla Complex, Bandra (E) Mumbai - 400 051 NSE Company Code: JINDWORLD

The Bombay Stock Exchange Limited Listing Department PhirozJeejeebhoy Tower, 25th Floor, Dalal Street Mumbai — 400 001 BSE Company Code: 531543

Subject: SUBMISSION OF OUTCOME OF BOARD MEETING HELD ON 13T" FEBRUARY, 2020 PURSUANT TO REGULATION 30 OF SEBI (LODR) REGULATIONS, 2015

Dear Sir/Ma'am,

With reference to above mentioned subject and pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors at their meeting held on Thursday, 13th day of February, 2020 which was duly commenced at 03:00 P.M. and concluded with vote of thanks at 6:15 P.M. at the registered and corporate office "Jindal House, Opp. D mart, IOC Petrol pump lane, Shivranjani Shyamal 132 Ft. Ring Road, Satellite, Ahmedabad - 380015" of the Company; has inter alia:

• Financial Results: considered, approved and taken on record Un-Audited Standalone and Consolidated Financial Results of the Company for the Quarter ended on 31" December, 2019, prepared in accordance with Companies (Indian Accounting Standards) Rules, 2015 (IND-AS) alongwith the Limited Review Report thereon as received from the Statutory Auditors of the Company [M/s. Saremal & Company, (FRN: 109281W), Practicing Chartered Accountants, Ahmedabad]. A copy of the said Financial Results alongwith Limited Review Report is enclosed herewith.
• b.) Resignation of CFO & KMP : considered and approved the resignation of CA Hirva Shah from the post of the "Chief Financial Officer-CFO & Key Managerial Personnel-KMP" of the Company w.e.f 14th February, 2020 due to her pre-occupancies and other unavoidable personal reasons. The Board places on record her appreciation for the assistance and valuable guidance during her tenure as "Chief Financial Officer-CFO & Key Managerial Personnel-KMP" of the Company.

Ll Change in Category of Directorship:

considered and approved the change in category of Directorship of Mr. Vikram Oza (DIN: 01192552) from existing category of "Non-Executive Independent Director" to "Non-Executive Non-Independent Director" of the Company w.e.f 14th February, 2020; on recommendation of Nomination and Remuneration Committee.

"Jindal Corporate House" Opp. D-mart, I.O.C. Petrol Pump Lane, Shivranjani Shyamal 132 Ft. Ring Road, Satellite, Ahmedabad-380015. INDIA. Tel : 079-7100 1500-7100 1571 Email: sales@jindaltextiles.corn Website : www.jindaltextiles.com CIN •L17110GJ1986PLC008942

ii) considered and approved the change in category of Directorship of Mr. Rajesh Jain (DIN: 00209896) from existing category of "Non-Executive Non-Independent Director" to "Non-Executive Independent Director" of the Company w.e.f 14thFebruary, 2020 to hold office for a first consecutive term of 5 (Five) years i.e. from 14thFebruary, 2020 to 13thFebruary, 2025, subject to the approval of Shareholders in the ensuing Annual General Meeting; on recommendation of Nomination and Remuneration Committee. Pursuant to Regulation 46(2)(b) of the SEBI (LODR) Regulations, 2015; the detailed ''Letter of Appointment" containing the terms and conditions of the appointment of said Director, will be duly disseminated on the website of the Company (www.jindaltextiles.com).

The brief particulars of Mr. Vikram Oza and Mr. Rajesh Jain as per the Regulation 30(2) & Part A of Schedule III of 5E31 (LODR) Regulations, 2015 are detailed in the Annexure-A as enclosed.

Further on the basis of due verification, the Company hereby ensures that the aforementioned continuing Directors i.e. Mr. Vikram Oza & Mr. Rajesh Jain are not debarred from holding the office of Director by virtue of any order passed by SEBI or any other statutory authority. Also, the Company has received the respective declarations in this regard from the said Directors.

• d.1 Re-constitution of the Committees: Considered & approved reconstitution of Audit Committee, Nomination & Remuneration Committee, Stakeholders Grievance and Relationship Committee and other internal Committees w.e.f. 14thFebruary, 2020. The revised Composition and details of the said Committees will be duly updated on the website of the Company (www.jindaltextiles.com).
• cA Appointment of CFO & KMP: considered and approved the Appointment of Mr. Vikram Oza as the "Chief Financial Officer-CFO & Key Managerial Personnel-KMP" of the Company w.e.f 14thFebruary, 2020; on recommendation of Audit Committee and Nomination and Remuneration Committee.

The brief particulars of Mr. Vikram Oza as per the Regulation 30(2) & Part A of Schedule III of 5E61 (LODR) Regulations, 2015 are detailed in the Annexure-A as enclosed.

LI Considered & approved various other general businesses as per the agenda of the said meeting.

You are kindly requested to acknowledge and update the same in your records.

Encl.- "As above"

"Jindal Corporate House" Opp. D-mart,I.O.C. Petrol Pump Lane, Shivranjani Shyamal 132 Fl. Ring Road, Satellite, Ahmedabad-380015. INDIA. Tel : 079-7100 1500-7100 1571 Email: sales@jindaltextiles.com Website • www.jindaltextiles.com CIN :L17110GJ1986PLC008942

Annexure-A

PARTICULARS AS PER THE REGULATION 30(2) & PART A OF SCHEDULE III OF SEBI (LODR) REGULATIONS, 2015

Sr. No.	Content of Disclosures	Explanations
a.	Reason for Change —Change in category ofDirectorship from "NonExecutive NonIndependent Director" to"Non-Executive	Pursuant to the change in category of the Directorship of Mr. Vikram Ozafrom existing "Non-Executive Independent Director" to "Non-ExecutiveNon- Independent Director", the Company is mandatorily required tohave another Independent Director on its Board to meet out thecompliance of Sections 152, 149, Schedule IV of the Companies Act, 2013and of the SEBI (LODR) Regulations, 2015; therefore the Board of
	Independent Director"	Directors of the Company has approved the same. There being no othermaterial reason for such change in category of directorship.
b.	Terms of appointment	Appointment as "Non-Executive Independent Director" for firstconsecutive term of 5 (Five) years i.e. w.e.f. 14thFebruary, 2020 to 13thFebruary, 2025 which shall not be liable for retire by rotation and shallbe subject to the approval of shareholders in the ensuing Annual GeneralMeeting and on such other terms and conditions as per the appointmentletter.
c.	Brief Profile	Mr. Rajesh Jain, aged 51 years is having a Bachelor's degree (B.E.) inElectronics & Communication from Delhi College of Engineering, PostGraduation Diploma in International Business from Delhi School ofEconomics, Advance Management Program from Indian Institute ofManagement. He also possesses 27 Years of core experience inInternational Marketing.
d.	Relationship with Directors	NIL

"Jindal Corporate House" Opp. D-mart, I.O.C. Petrol Pump Lane, Shivranjani Shyamal 132 Ft. Ring Road, Satellite, Ahmedabad-380015. INDIA. Tel : 079-7100 1500-7100 1571 Email: sales@jindaltextiles.com Website : www.jindaltextiles.com C IN : L17110GJ1986PLC008942

Sr. No	Content of Disclosures	Explanations
a.	Reason for Change —•Change inCategory ofDirectorship•Appointment ofCFO & KMP	Due to resignation of Chief Financial Officer (CFO) of the Company, theCompany in order to comply Section 203 of the Companies Act, 2013 andSEBI (LODR) Regulations, 2015, had proposed to appoint Mr. Vikram Oza asthe CFO & KMP of the Company due to his overwhelming expertise,exposure, repute and vast knowledge into the field of Finance and othermajor sectors ; and thus in order to synchronize the compliance ofSection 203 with Section 149 of the Act and 5E81 Regulations , his categoryof Directorship has been changed to Non-Executive Non-IndependentDirector in order to appoint him further as the "Chief Financial Officer-CFOof the Company w.e.f.& Key Managerial Personnel-KMP"14thFebruary, 2020.There being no other material reason for such change in category ofdirectorship.
b.	Terms of appointment	Appointment as "Non-Executive Non-Independent Director" & "ChiefFinancial Officer-CFO & Key Managerial Personnel-KMP" w.e.f.14th February, 2020 ; whose term shall be liable to retire by rotation and onsuch other terms and conditions as may be mutually decided between theBoard of Directors of the Company and Mr. Vikram Oza.
c.	Brief Profile	Mr. Vikram Oza, aged 60 years, is a Chartered Accountant —ICAI, New Delhiand has a post qualification Experience of more than 3 decades in the fieldof Accountancy, Auditing, Tax Laws & Finance. He possesses a remarkablejourney in the field of Finance. He has worked in various diversified sectorssuch as Paper Mill, Ice Cream Industry, Engineering Industry,Pharmaceutical Industry & Textile Industry. He has been sharing his vastknowledge & experience with various fora including with students ofeducational institutes.He has been recently selected in the Top 100 CFOs of India at "India's 10thAnnual CFO 100 Roll of Honour" and has been recognized for hisoutstanding competence, consistent and exemplary contributions inCorporate Banking and Finance etc.
	Relationship with Directors	NIL