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Jainex Aamcol Ltd.

BSE: 505212 Sector: Auto
NSE: N.A. ISIN Code: INE280F01019
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NSE 05:30 | 01 Jan Jainex Aamcol Ltd
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VOLUME 196
52-Week high 57.00
52-Week low 52.00
P/E 19.05
Mkt Cap.(Rs cr) 8
Buy Price 52.00
Buy Qty 142.00
Sell Price 55.70
Sell Qty 195.00
OPEN 52.00
CLOSE 52.00
VOLUME 196
52-Week high 57.00
52-Week low 52.00
P/E 19.05
Mkt Cap.(Rs cr) 8
Buy Price 52.00
Buy Qty 142.00
Sell Price 55.70
Sell Qty 195.00

Jainex Aamcol Ltd. (JAINEXAAMCOL) - Director Report

Company director report

DEAR MEMBERS

Your Directors have pleasure in presenting the 69th Annual Report on theaffairs of the Company together with the Audited Statement of Accounts of Jainex AamcolLimited (the "Company") for the financial year ended 31st March2017. A summary of the financial results is given below:-

1. FINANCIAL PERFORMANCE

The financial performance of the company for the Financial Year 2016-17 in comparisonto the previous financial year 2015-16 are summarized below:

(Amount in Rs)

PARTICULARS 2016-17 2015-16
Turnover 152294015 130187814
Other Income 646171 1816310
Total Revenue 152940186 132004124
Earnings before interest tax 21709189 20206103
depreciation exceptional items and
amortization (EBITDA)
Interest 10630223 12858544
Depreciation 12475562 12351538
Profit/(Loss) before Extra-ordinary (1396596) (5003979)
items & Taxes
Exceptional items -- --
Extraordinary items -- --
Profit/(Loss) before Taxes (1396596) (5003979)
Current Tax -- --
Earlier Year 4297 --
Deferred Tax 736495 (1048154)
Profit/(Loss) after tax (2137388) (3955825)

2. STATE OF COMPANY'S AFFAIRS

During the year under review there was increase in the turnover of the company ascompared with the previous year i.e. from Rs. 130187814/- to Rs. 152294015/-. TheEBIDTA for the year under review has also increased from Rs. 20206103/- to Rs.21709189/- this year. The Company has reported Net Loss of Rs. 2137388/- against NetLoss of Rs. 3955825/- in the previous year.

3. TRANSFER TO RESERVES

Since the Company has incurred loss during the financial year 2016-17 under review noamount has been transferred to Reserves.

4. DIVIDEND

In view of losses incurred by the Company during the financial year 2016-17 yourDirectors have not recommended any dividend to the members.

5. SHARE CAPITAL

The Paid up Share capital as on 31st March 2017 was Rs. 14993940/- During the yearunder review the Company has not issued any shares with differential rights as todividend voting or otherwise or convertible debentures.

6. SUBSIDIARY COMPANIES JOINT VENTURES AND ASSOCIATE COMPANIES

During the year under review your Company had no Subsidiary/ Associate/ Joint VentureCompanies.

7. PUBLIC DEPOSITS

Your Company has not been accepting any deposits from the public and hence there areneither unpaid/unclaimed deposits nor any default in repayment thereof.

8. BOARD MEETINGS

During the year under review 7 (Seven) Board Meetings were held on 30thMay 2016 13th August 2016 31st August 2016 10thOctober 2016 14th November 2016 09th January 2017 10thFebruary 2017.

9. COMMITTEES OF THE BOARD OF DIRECTORS

During the year under review all recommendations made by the AuditCommittee/Nomination & Remuneration Committee were accepted by the Board. There wereno instances where the Board has not accepted any recommendation of the Audit Committee.

10. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL

POSITION OF THE COMPANY

No material changes and commitments affecting the Financial Position of the Companyhave occurred between the end of the Financial year of the Company to which the FinancialStatement relate and the date of this report.

11. EXTRACT OF ANNUAL RETURN

Pursuant to the provisions of Section 134 (3) (a) of the Companies Act 2013 Extractof the Annual Return for the financial year ended 31st March 2017 made underthe provisions of Section 92 (3) of the Act in Form MGT-9 is annexed herewith as "AnnexureA".

12. PARTICULARS OF LOANS GRANTED GUARANTEE PROVIDED AND

INVESTMENTS MADE PURSUANT TO THE PROVISIONS OF SECTION 186 OF THE COMPANIES ACT 2013

During the year under review the company did not provide any loans guarantees orinvestments as per the provisions of Section 186 of the Companies Act 2013.

13. LOAN FROM DIRECTORS

Particulars of loan from Directors of the Company are provided in the financialstatement. Refer Note No. 25- Sub Note No. 12(c) to the financial statement.

14. PARTICULARS OF ENERGY CONSERVATION TECHNOLOGY ABSORPTION

EXPENDITURE ON RESEARCH AND DEVELOPMENT & FOREIGN EXCHANGE EARNINGS AND OUTGO

Considering the nature of activities in which the Company operates energy consumptionis in accordance to the normal business practices and does not require any specificinstallations. In its regular course of business the Company is always vigilant toconserve the resources and continuously implements measures required to save energy. TheCompany has adopted new technologies and corrective measures to cope up with the currentmarket situations. In the course of its operations processes are formed and implementedto achieve operational efficiencies which provide maintaining product quality and costcontrol. The Company had Foreign Exchange earnings/outgo during the year under review.Conservation of Energy Technology Absorption Foreign Exchange Earnings and OutgoPursuant to provisions of Section 134 of the Companies Act 2013 read with Rule 8(3) ofthe Companies (Accounts) Rules 2014 the details of Conservation of Energy TechnologyAbsorption Foreign Exchange Earnings and Outgo are attached as `Annexure B' whichforms part of this report.

15. DIRECTORS AND KEY MANAGERIAL PERSONNEL

1. In terms of the provisions of the Companies Act 2013 Mr. Rahul Dugar retires fromthe Board of Directors of the Company by rotation at the ensuing Annual General Meetingand being eligible has offered himself for re-appointment. The Board recommends hisre-appointment.

2. Mr. Kunal Bafna was appointed as the Whole Time Director of the Company for a periodof three years i.e. from 10th October 2013 to 09th October 2016 bythe Board of Directors and his tenure of office concluded on 09th October2016.

The Board discussed and felt that services of Mr. Kunal Bafna for next term of 3 yearsas the Whole-Time Director of the company is essential for the growth of the Company. TheDirectors desired to appoint Mr.

Kunal Bafna as Whole Time Director for a further period of 3 years commencing from 10thOctober 2016.

Pursuant to the provisions of Section 196 197198 and 203 read with Schedule V andRules framed there under and subject to the approval of the members of the Company andother applicable provisions if any of the Companies Act 2013 including any statutoryenactment or amendment for the time being in force Mr. Kunal Bafna is being reappointedas Whole Time Director of the Company for a period of three years w.e.f 10thOctober 2016 to 09th October 2019 on the terms & conditions and at aremuneration plus benefits and perquisites as recommended by the Nomination andRemuneration Committee and approved by the Board of Directors at its meeting held on 10thOctober 2016 subject to approval of members of the company in the ensuing Annual GeneralMeeting. The Notice convening forthcoming Annual General Meeting includes the proposal forre-appointment of aforesaid Director. A brief resume of the Director seekingre-appointment at the forthcoming Annual General Meeting and other details as required tobe disclosed in terms of Regulation 36(3) of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 forms part of the said Notice. The Board recommends andseeks your support in confirming reappointment of Mr. Kunal Bafna.

3. The Company has received individual declaration from following IndependentDirector(s) of the company stating that they meet the criteria of independence as providedunder sub – section (6) of section 149 of the Companies Act 2013 and SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 :- a) Mr. Hitesh Mulraj Popatb) Mr. Vinit Ramgopal Kejriwal c) Mr. Sunil Sampatraj Parakh d) Ms. Manju Jain

None of the Directors are disqualified for re-appointment under Section 164 of theCompanies Act 2013.

16. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirements of Section 134(5) of the Companies Act 2013 Directors ofyour Company hereby state and confirm that:-

a) in the preparation of the annual accounts for the financial year ended 31stMarch 2017 the applicable accounting standards have been followed along with properexplanation relating to material departures if any;

b) that they have selected such accounting policies and applied them consistently andmade judgments and estimates that are reasonable and prudent so as to give a true and fairview of the state of affairs of your Company as at 31st March 2017 and of theprofit and loss of the Company for that period;

c) that they have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

d) that they have prepared the annual accounts for the financial year ended 31stMarch 2017 on a going concern basis;

e) that they have laid down internal financial controls to be followed by the Companyand that such internal financial controls are adequate and were operating effectively; and

f) that they have devised proper systems to ensure compliance with the provisions ofall applicable laws and these are adequate and are operating effectively.

17. AUDITORS

M/s. R.A. Singh & Associates Chartered Accountants the Statutory Auditors of theCompany are liable to hold office until conclusion of the ensuing Annual General Meeting(AGM) of the Company. The existing Statutory Auditor have completed two terms of fiveconsecutive years.

In terms of the provisions of Section 139 of the Companies Act 2013 read with Rule 6of the Companies (Audit and Auditors) Rules 2014 an audit firm can hold office asStatutory Auditor for two terms of five consecutive years i.e. for a maximum period of tenyears. They can be re-appointed after a cooling period of five years. In computing theperiod of ten years the period for which the auditor held office before the commencementof the Act i.e. before 1st April 2014 is also to be taken into account. The Company istherefore required to retire the existing Statutory Auditors at the ensuing AGM pursuantto the provisions of the Section 139 of the Companies Act 2013 read with Rule 6 of theCompanies (Audit and Auditors) Rules 2014.

M/s. P.M. Bhargava & Co. Chartered Accountants Mumbai are proposed to beappointed as Statutory Auditors in place of M/s. R.A. Singh & Associates CharteredAccountants.

The Company has also received letter from M/s. P.M. Bhargava & Co. CharteredAccountants to the effect their appointment if made would be within the prescribedlimits under Section 141(3) of the Companies Act 2013 and that they are not disqualifiedfrom appointment as Statutory Auditors of the Company.

Your Directors have therefore proposed to appoint M/s. P.M. Bhargava & Co.Chartered Accountants as Statutory Auditors of the Company subject to the approval ofthe Members at the ensuing AGM.

18. AUDITOR'S REPORT

The notes on financial statements referred to in the Auditors Report areself-explanatory. The Auditors' Report does not contain any qualification. However theAuditors in their Report have mentioned their observation and the same have been laid downbelow along with Directors' comments:

Sl No. Auditors' Observation in the auditors' report Directors' comments on the observations of the auditors mentioned in the auditors' report
1. "Details of dues set out herein below in respect of customs duty which has not been deposited as at 31st March 2017 by the company with the appropriate authorities on account of disputes. Appeal made by the company is still awaiting hearing.

 

Name of Statute Nature of Dues Amount in Lacs Amount in Rs. Lacs paid under protest Period to which the amount relates Forum were disputes is pending
Customs Customs Duty 7.14 2.00 2008- 2009 Commissio ner of Customs- (Appeals)

 

2. "In our opinion and according to the information and explanations given to us the Company has defaulted in repayment of term/ corporate loans installments of Bank of India as mentioned below: The company has applied to the Bank for reschedulement/ deferment of installments

 

Sr. No Period/ Type Amount of Default Delay- till date of this report fallen due on TLs and interest thereon which is under consideration by the bank.
Financial Due Loan
Year Date Type
1. 2017 For the whole year Term Loan 15 43.22 Monthly installments
w.e.f. However interest
30/04/2016 to 31/03/2017 resulting in delay from 1 month to 13 months as the case may be respectively as per sanction but not recovered by bank servicing on TLs other than TL 15 has been serviced together with installments within the permissible grace period for payment.
-do- Interest on TL 15 18.91 -do-
Total (1) 62.13
2. 2017 31.01 .2017 Term Loan 14 6.00 Quarterly Installment
- Less than four months
Total (2) 6.00
3. 2017 31.03 .2017 Corporate Loan 5.00 Less than one month
31.03 .2017 Interest on corporat e loan 2.42 Less than one month
Total (3) 7.42
Total 75.55
(1 to 3)

19. COST AUDITORS:

The appointment of Cost Auditor is not applicable to the Company as per Companies Act2013.

20. SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT:

The Company has appointed Ms. Kavita Raju Joshi Practising Company Secretary bearingMembership No. 22387 and Certificate of Practice No. 8893 to conduct Secretarial Audit ofthe Company for the financial year 2016-17 in terms of provisions of Section 204 of theCompanies Act 2013. The Secretarial Audit Report is annexed to this Report as "AnnexureC" (Form MR-3).

21. EXPANSION OF BUSINESS

The Company through its Board of Directors and management is taking extra efforts toreach at higher level by setting a benchmark. The Company also wishes to explore itsbusiness in future by keeping in view the dynamism of global market.

22. DEMATERIALIZATION

Your Company has tied up with National Securities Depository Ltd. (NSDL) and CentralDepository Services (India) Ltd. (CDSL) to enable the members to trade and hold shares inan electronic/dematerialized form. The shareholders are advised to take benefits ofdematerialization.

23. LISTING OF SHARES

The Company's equity shares continue to be listed on The Bombay Stock Exchange Ltd(BSE).

24. CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES UNDER SECTION

188 OF THE COMPANIES ACT 2013

During the financial year under review the Company had not entered into materialrelated party transactions.

However the Board has approved the policy on materiality of related partytransactions.

25. COMMITTEES OF BOARD

Following are the committees which are constituted or re-constituted by the Company: A.Audit Committee

B. Nomination & Remuneration Committee

C. Corporate Social Responsibility Committee (CSR Committee) D. Anti-Sexual HarassmentCommittee

A. AUDIT COMMITTEE

The company is having an audit committee comprising of the following directors:

NAME DESIGNATION CATEGORY
Mr. Hitesh Mulraj Popat Chairman Independent/Non-Executive
Director
Mr. Sunil Sampatraj Parakh Member Independent/Non-Executive
Director
Mr. Kunal Bafna Member CFO-Executive Director

B. NOMINATION AND REMUNERATION COMMITTEE

The company is having a Nomination and Remuneration Committee comprising of thefollowing Members:

NAME DESIGNATION CATEGORY
Mr. Sunil Sampatraj Independent/Non-Executive
Chairman
Parakh Director
Mr. Hitesh Mulraj Popat Member Independent/Non-Executive
Director
Mr. Vinit Ramgopal Member Independent/Non-Executive
Kejriwal Director

In terms of requirements prescribed under Section 178(3) of the Companies Act 2013the Company has formulated the Nomination and Remuneration Policy inter-alia providing theterms for appointment and payment of remuneration to Directors and Key ManagerialPersonnel and the same has been uploaded on company's website. Nomination &Remuneration Policy is annexed to this report in "ANNEXURE D". C. CORPORATESOCIAL RESPONSIBILITY COMMITTEE (CSR COMMITTEE)

The Board of Directors having Corporate Social responsibility Committee comprising offollowing Members:-

NAME DESIGNATION CATEGORY
Mr. Sunil Sampatraj Chairman Independent/Non-Executive
Parakh Director
Mr. Hitesh Mulraj Popat Member Independent/Non-Executive
Director
Mr. Vinit Ramgopal Member Independent/Non-Executive
Kejriwal Director

The company does not fall under the criteria of CSR committee; therefore Company is notrequired to contribute towards CSR activities under Section 135 of the Companies Act 2013read with rules thereunder.

D. ANTI-SEXUAL HARASSMENT COMMITTEE AND RELATED DISCLOSURE.

The Board of Directors having an Anti-Sexual Harassment Committee comprising offollowing members.

NAME DESIGNATION CATEGORY
Ms. Manju Jain Chairperson Independent/Non-Executive Director
Ms. S L Chavan Member Employee
Ms. S R Kamble Member Employee

The Company has in place an Anti-Sexual Harassment Policy in line with the requirementsof the Sexual Harassment of Woman at Workplace (Prevention Prohibition and Redressal)Act 2013. All women employees

(permanent contractual temporary and trainee) of the Company are covered under thisPolicy. The following is a summary of Sexual Harassment complaints received and disposedoff during the year:

Sr. No. No. of Complaints received No. of Complaints disposed off
Nil Nil Nil

26. RISK MANAGEMENT POLICY AND INTERNAL ADEQUACY

Your Company has in place a mechanism to identify assess monitor and mitigate variousrisks to key business objectives. Major risks identified by the businesses and functionsare systematically addressed through mitigating actions on a continuing basis. YourCompany's internal control systems are commensurate with the nature of its business andthe size and complexity of its operations. These are routinely tested by Statutory as wellas Internal Auditors. Significant audit observations and follow up actions thereon arereported to the Audit Committee.

27. VIGIL MECHANISM/WHISTLE BLOWER POLICY

The provisions of this policy are in line with the provisions of the Section 177(9) ofthe Act Company has put in place a system through which the Directors and Employees mayreport concerns about unethical behavior actual or suspected fraud or violation of theCompany's Code of Conduct & Ethics without fear of reprisal. The Employees andDirectors may report to the Compliance Officer and have direct access to the Chairman ofthe Audit Committee. The Company has formulated and published a Whistle Blower Policy toprovide Vigil Mechanism for employees including directors of the Company to report genuineconcerns. The Whistle Blower Policy is placed on the website of the Company.

28. INTERNAL FINANCIAL CONTROLS

Your Company has in place adequate internal financial controls with reference tofinancial statements. During the year under review such controls were tested and noreportable material weaknesses were observed.

29. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

During financial year under review the Company has not transferred any amount toInvestor Education and Protection Fund (IEPF).

30. PARTICULARS OF EMPLOYEES

Disclosures with respect to the remuneration of Directors and employees as requiredunder Section 197 of the Companies Act 2013 read with Rule 5(1) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 are provided under "AnnexureE" which is annexed to this Report. None of the employees of the Company were inreceipt of monthly or yearly remuneration in excess of the limits specified under theCompanies Act 2013 and Rule 5(2) & Rule 5(3) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014.

31. MANAGEMENT DISCUSSION AND ANALYSIS

Management's Discussion and Analysis Report for the year under review as stipulatedunder the Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 ("Listing Regulations") is presented in aseparate section forming part of the Annual Report.

32. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR

COURTS:

There are no significant/ material orders passed by the regulators or courts ortribunals impacting the going concern status of the Company and its operations in future.

33. CORPORATE GOVERNANCE

The Company is not required to comply with the provisions of Regulation 17 toRegulation 27 and clause (b) to clause (i) of sub regulation (2) of Regulation 46 and ParaC D and E of Schedule V as mentioned in Regulations 15 of the SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 which came into force with effect from 01stDecember 2015 as the Paid-up Share Capital of the Company is less thanRs.100000000 (Rupees Ten Crores Only) and the Net Worth of the Company is also lessthan Rs.250000000 (Rupees Twenty Five Crores Only) based on the Annual AuditedFinancial Results of the Company for the quarter and year ended March 31 2017.

34. PERFORMANCE EVALUATION

The Company has devised a policy for evaluation of Performance of the Board ofDirectors its Committees and individual Directors ("Policy"). The evaluationinvolves assessment of performance individually of each of the Board Members and of theentire Board of Directors and its Committees. The performance evaluation criteria of theentire Board of Directors inter alia comprised of the following key areas: i. the role ofa Board Members is clearly defined and understood; ii. the Board has ensured that theorganization's accomplishments and challenges are communicated to Members andStakeholders; iii. the spread of talent within the Board reflect the Company's needs; iv.all Board Members bring valuable skill and experience to the

Company; v. the composition of the Board is sufficient to carry out the work requiredof it; vi. the matters relating to the Company are discussed in a structured manner; vii.the Board knows and understand the Company's mission vision and strategy; the Board'sMeeting agenda clearly reflects strategic plan or priorities; viii. the Board paperscontain the correct amount and type of information; ix. all Board Members participate inimportant Board discussions; x. the Board knows and keep abreast of trends and issuesaffecting the market in which the Company competes xi. the Board understands the businessit is governing; xii. the Board Members actively engage in networking for the benefit ofthe Company; xiii. the Board Members have sufficient financial skills to ensure that theBoard can discharge its governance responsibilities; xiv. the Company have relevantinternal reporting and compliance systems; xv. the Board Members are aware of their riskassessment duties as

Directors; xvi. there is a clear understanding of the Company's business risk; xvii.the Board encourages Directors to pursue opportunities for personal development; xviii.the Board have a succession plan in place for the Directors KMP and Senior ManagementPersonnel; xix. responsibilities have been effectively delegated amongst the

Executive Directors KMP and Senior Management Personnel; xx. there is goodcommunication between the Board and KMP.

The evaluation framework for assessing the performance of Committee(s) of Board ofDirectors inter-alia comprised of the following key areas: i. the Committees have beenconstituted in compliance with the requirement of Listing Regulations and the CompaniesAct 2013 read with the Rules there under; ii. the role/terms of reference of theCommittee Members is clearly defined and understood; iii. the composition of the Committeeis sufficient to carry out the work required of it; iv. the Committee knows andunderstands the Company's mission vision and strategy; v. the Committee's Meetings areproperly conducted and agenda papers contain the correct amount and type of information;vi. all Committee Members participate in discussion making; vii. the Committee Membershave sufficient skills to ensure efficient discharge of responsibilities; viii. there isgood communication between the Committees and the

Board. ix. the Committee has relevant internal reporting and compliance systems;

The performance evaluation process of individual Directors inter alia comprised of thefollowing key areas: i. uphold ethical standards of integrity and probity; ii. actobjectively and constructively while exercising their duties; iii. exercise theirresponsibilities in a bona fide manner in the interest of the Company; iv. devotesufficient time and attention to their professional obligations for informed and balanceddecision making; v. assist the Company in implementing the best corporate governancepractices; vi. strive to attend all Meetings of the Board of Directors and of the

Board committees of which they are members; vii. moderate and arbitrate in the interestof the Company as a whole in situations of conflict between Management and Shareholder'sinterest; viii. satisfy themselves on the integrity of financial information and thatfinancial controls and the systems of risk Management are robust and defensible; ix.strive to safeguard the interests of all stakeholders particularly the minorityshareholders; x. balance the conflicting interest of the stakeholders; xi. seekappropriate clarification or amplification of information and where necessary take andfollow appropriate professional advice and opinion of outside experts; xii. keepthemselves well informed about the Company and the external environment in which itoperates; xiii. participate constructively and actively in the committees of the

Board in which they are chairpersons or members; xiv. strive to attend the generalMeetings of the Company; xv. acting within their authority assist in protecting thelegitimate interests of the Company shareholders and its employees; xvi. pay sufficientattention and ensure that adequate deliberations are held before approving related partytransactions and assure themselves that the same are in the interest of the Company; xvii.ascertain and ensure that the Company has an adequate and functional vigil mechanism andensure that the interests of a person who uses such mechanism are not prejudiciallyaffected on account of such use; xviii. report concerns about unethical behaviour actualor suspected fraud or violation of the Company's code of conduct or ethics policy if any;xix. maintain confidentiality of information such as commercial secrets technologiesadvertising and sales promotion plans unpublished price sensitive information unlesssuch disclosure is expressly approved by the Board or required by law; xx. abide byCompany's Memorandum and Articles of Association

Company's policies and procedures including code of conduct insider trading guidelinesetc; xxi. they express concerns about the running of the Company or a proposed action andensure that these are addressed by the Board and to the extent that they are notresolved insist that the concerns are recorded in the Minutes of the Board Meeting; xxii.develop a good working relationship with other Board members and contribute to the Board'sworking relationship with the senior Management of the Company; xxiii. fairly contributetowards proper functioning of Board or

Committees of the Board.

The evaluation framework for assessing the performance of Independent Directorsinter-alia comprised of the following key areas: i. satisfy the criteria for independenceas prescribed under Section

149 of the Companies Act 2013 and the Listing Regulations; ii. help in bringing anindependent judgment to bear on the Board's deliberations especially on issues ofstrategy performance risk Management resources key appointments and standards ofconduct; iii. bring an objective view in the evaluation of the performance of

Board and Management; iv. actively scrutinise the performance of Management in Meetingagreed goals and objectives and monitor the reporting of performance; v. undertakeappropriate induction and regularly update and refresh their skills knowledge andfamiliarity with the Company; vi. contribute to determine appointment and remuneration ofexecutive Directors Key Managerial Personnel (KMP) and senior Management; vii. exerciseobjective independent judgment in the paramount interest of the Company as a whole whileconcurring in or dissenting from the collective judgment of the Board in its decisionmaking. In terms of the Policy a process of evaluation was undertaken by the Board forits own performance and that of its Committees and individual Directors. The evaluationprocess focused on various aspects of the functioning of the Board and Committees.Separate exercise was carried out to evaluate the performance of individual Directors onspecified parameters. The outcome of evaluation process was shared with the BoardChairman of respective Committees and individual Directors. Based on the outcome of theevaluation the Board and Committees have agreed on an action plan for the identifiedareas. The details of programme for familiarisation of Independent Directors with theCompany industry in which it operates their roles rights responsibilities is madeavailable on the website of the Company – www.jainexaamcol.com.

35. INDEPENDENT DIRECTORS MEETING

During the year under review the Independent Directors of the Company met on Monday30th May 2016 inter-alia to discuss: i. Evaluation of performance ofNon-Independent Directors and the Board of Directors of the Company as a whole. ii.Evaluation of performance of the Chairman of the Company taking into view of Executiveand Non- Executive Directors. iii. Evaluation of the quality content and timelines offlow of information between the Management and the Board that is necessary for the Boardto effectively and reasonably perform its duties.

36. GENERAL

The Board of Directors state that no disclosure or reporting is required in respect ofthe following items as there were no transactions on these items during the year underreview:

1. Issue of equity shares with differential rights as to dividend voting or otherwise.

2. Issue of shares (including sweat equity shares) to employees of the Company underany scheme.

3. The Company does not have any scheme of provision of money for the purchase of itsown shares by employees or by trustees for the benefit of employees.

4. No significant or material orders were passed by the Regulators or Courts orTribunals which impact the going concern status and Company's operations in future.

5. No fraud has been reported by the Auditors to the Audit Committee or the Board.

37. ACKNOWLEDGEMENTS

Your Directors would like to thank and place on record their appreciation for thesupport and co-operation provided to your Company by its Shareholders their employeesregulatory authorities and its bankers. Your Directors would also like to place on recordtheir appreciation for the efforts put in by employees of the Company during the year.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS

for Jainex Aamcol Limited

Mohanlal Zumbarlal Kothari Rahul Dugar
Managing Director Director
Place: Mumbai DIN: 01486305 DIN : 00013704
Date: 24th August 2017