Your Directors have pleasure in presenting the 74 Annual Report on the affairs of theCompany together with the Audited Statement of Accounts of Jainex Aamcol Limited (the"Company") for the financial year ended 31 March 2022. A summary of thefinancial results is given below:-
1. FINANCIAL PERFORMANCE
The financial performance of the company for the Financial Year 2021-22 in comparisonto the previous financial year 2020-21 are summarized below:
| || ||(Amount in Rs) |
|PARTICULARS ||2021-22 ||2020-21 |
|Turnover ||187668527 ||120002107 |
|Other Income ||1440250 ||202895 |
|Total Revenue ||189108777 ||120205002 |
|Earnings before interest tax depreciation ||37573436 ||16623675 |
|exceptional items and amortization (EBITDA) || || |
|Interest ||(5457156) ||(4518306) |
|Depreciation ||(11222098) ||(11369060) |
|Pro t/(Loss) before Extra-ordinary ||20894182 ||736309 |
|items & Taxes || || |
|Exceptional items ||0 ||0 |
|Extraordinary items ||0 ||0 |
|Pro t/(Loss) before Taxes ||20894182 ||736309 |
|Current Tax ||159953 ||1736 |
|Earlier Year ||0 ||0 |
|Deferred Tax ||6251724 ||-422792 |
|Pro t/(Loss) after tax ||14482505 ||1157365 |
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. 120002107/- to Rs. 187668527/-.
The Company has reported Net Pro t of Rs. 14482505/- against Net profit of Rs.1157365/- in the previous year.
3. TRANSFER TO RESERVES
The Company has earned profit during the financial year 2021-22 but the Board ofDirectors of your Company has decided not to transfer any amount to the Reserves for theyear under review.
4. SHARE CAPITAL
The Paid up Share capital as on March 31 2022 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.
To conserve the funds for future business growth your Directors have not recommendedany dividend on equity shares in respect of the financial year 2021-22.
6. 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.
7. SUBSIDIARY COMPANIES JOINT VENTURES AND ASSOCIATE
During the year under review your Company has no Subsidiary or Joint VentureCompanies. However the Company has an Associate Company viz. Jainex Foods Private Limited.
8. BOARD MEETINGS
During the year under review 9 (Nine) Board Meetings were held on 07 June 2021; 30June 2021; 19 July 2021; 03 August 2021; 04 August 2021; 18 August 2021; 12 November2021; 19 November 2021 and 07 February 2022.
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 THECOMPANY
The impact of Covid-19 on the automotive industry has been severe in the first quarterof the current scal. The demand revival in the second quarter was robust partly becauseof the pent-up demand and partly on account of the preference for individual mobility.The pace of demand for the full year was dependent upon a number of factors such as thecontainment of the pandemic general economic revival and various measures taken byGovernment. The Corona virus Pandemic is having a deep Impact on Indian businesses and hasalready caused an unprecedented collapse in economic activities. Due to weak domesticconsumption and consumer sentiment there can be delay in Investment which further addspressure on growth. The substantive economic package announced by Prime Minister recentlycould revive the downturn to a great extent. The Company has implemented StandardOperating Procedures of social distancing workplace sanitization and employee healthmonitoring and these are being followed strictly across all its manufacturing locationsand its registered of ce. Company has also taken various Initiatives focusing onsafeguarding workforce health. Further Company is also taking effective steps to controlcost in all quarters and assess how pro tability loans revolving credit and cash flowscan support ongoing operations in a low revenue environment.
11. EXTRACT OF ANNUAL RETURN
In terms of provisions of Section 92 of the Companies Act 2013 and Rule 12 ofCompanies (Management and Administration) Rules 2014 a copy of Annual Return of theCompany in Form MGT-7 for the financial year ended March 31 2022 is hosted on theCompany's website viz. https://www. jainexaamcol.com.
12. LOAN FROM BODY CORPORATE
Particulars of loan from Body Corporate are provided in Note No. 13 and Note No. 16 ofthe financial statements.
13. LOAN FROM DIRECTORS
Particulars of loan from Directors of the Company are provided in Note No. 13 of thefinancial statements.
14. PARTICULARS OF LOAN GIVEN INVESTMENTS MADE GURANTEES GIVEN AND SECURITIESPROVIDED UNDER SECTION 186 OF THE COMPANIES ACT 2013
During the Financial Year under review the Company has not provided any loans and notmade any investment neither given any guarantee nor provided any security.
15. PARTICULARS OF ENERGY CONSERVATION TECHNOLOGY ABSORPTION EXPENDITURE ON RESEARCHAND 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.
The Company has adopted new technologies and corrective measures to cope up with thecurrent market situations. In the course of its operations processes are formed andimplemented to achieve operational efficiencies which provide maintaining product qualityand cost control.
The Company had Foreign Exchange earnings/outgo during the year under review.
The Foreign Exchange earned in terms of actual in flows during the financial year2021-22 is Rs. 302 Lakhs.
The Foreign Exchange outgo in terms of actual out flows during the financial year2021-22 is Rs. 40 Lakhs.
The details of Conservation of Energy Technology Absorption Foreign Exchange Earningsand Outgo pursuant to provisions of Section 134 of the Companies Act 2013 read with Rule8(3) of the Companies (Accounts) Rules 2014 are attached as "Annexure A" whichforms part of this report.
16. DIRECTORS AND KEY MANAGERIAL PERSONNEL
1. Pursuant to the provisions of Section 152 of the Companies Act 2013 read with therelevant rules made thereunder one-third of the Directors are liable to retire byrotation every year and if eligible offer themselves for re-appointment at the AGM. Mrs.Bharati Bafna (DIN: 01089137) Director being longest in the of ce is liable to retireby rotation at the ensuing Annual General Meeting of the Company and she being eligiblehas offered herself for re-appointment. The Board of Directors recommends herre-appointment and the matter is being placed for seeking approval of members at theensuing Annual General Meeting of the Company.
2. Mr. Sachindra Misra was appointed as an Additional Director of the Companydesignated as Independent Director with effect from 30 June 2021 and was regularized inthe Annual General Meeting of the Company held on 30 th September 2021 for period of 5years w.e.f 30 June 2021.
3. Mr. Murli Dhar Motwani was appointed as an Additional Director of the Companydesignated as Independent Director with effect from 03 August 2021 and was regularized inthe Annual General Meeting of the Company held on 30 September 2021 for period of 5 yearsw.e.f 03 August 2021.
4. Mrs. Bharati Bafna was appointed as an Additional Director of the Company on 30June 2021 and was con rmed as a Director of the Company in the Annual General Meetingheld on 30 September 2021.
5. Mr. Bhagat Singh Dugar Director of the Company had tendered his resignation asDirector from the Company effective from 30th June 2021.
6. The Board appreciated the assistance and guidance rendered by Mr. Bhagat Singh Dugarduring his tenure as a Director of the Company.
7. Ms. Manju Jain Non-Executive Independent Director of the Company had tendered herresignation as Non-Executive Independent Director from the Company effective from 30thJune 2021.
8. The Board appreciated the assistance and guidance rendered by Ms. Manju Jain duringher tenure as Non-Executive Independent Director of the Company.
9. Mr. Vinit Ramgopal Kejriwal Non-Executive Independent Director of the Company hadtendered his resignation as Non-Executive Independent Director from the Company effectivefrom 30th June 2021.
10. The Board appreciated the assistances and guidance rendered by Mr. Vinit RamgopalKejriwal during his tenure as Non-Executive Independent Director of the Company.
11. The Company has appointed Ms. Reena Gavle (Membership No: A34439) as a whole-timeCompany Secretary and Compliance Of cer of the Company on 19 November 2021. However shehas resigned from the post on 07 June 2022 due to some other commitments.
12. The Company has appointed Ms. Sonam Dubey (Membership No: A57121) as a whole-timeCompany Secretary and Compliance Of cer of the Company on 07 June 2022.
13. The Company has received individual declaration from all the IndependentDirector(s) of the Company under section 149(7) of the Companies Act 2013 in respect ofmeeting the criteria of independence provided under section 149(6) of the Companies Act2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.
None of the Directors are disqualified for appointment under Section 164 of theCompanies Act 2013.
17. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirements of Section 134(5) of the Companies Act 2013 Directors ofyour Company hereby state and con rm that:-
a) in the preparation of the annual accounts for the financial year ended March 312022 the applicable accounting standards have been followed along with proper explanationrelating 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 March 31 2022 and of the profit andloss 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 March 312022 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.
18. 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.
M/s. P.M. Bhargava & Co. Chartered Accountants Mumbai was appointed as StatutoryAuditors for a term of 5 years from F.Y. 2017-18 to F.Y. 2021-22 by the members at the69th AGM of the Company held on September 28 2017. As per section 139(2) of the CompaniesAct 2013 No listed company or a company belonging to such class or classes of companiesas may be prescribed shall appoint or re-appoint (a) an individual as auditor for morethan one term of ve consecutive years; and (b) an audit rm as auditor for more than twoterms of ve consecutive years:
The Board members decided not to appoint M/s. P.M. Bhargava & Co. CharteredAccountants Mumbai for the 2 term. The Board has recorded its appreciation forprofessional and congenial nature as Statutory Auditor conducted audit of the Company.
Therefore the Board recommends the appointment of R. A. Singh & Associates.Chartered Accountants as Statutory Auditors of the Company for a period of 5 (Five)consecutive years i.e from the F.Y. 2022-23 to 2026-27 subject to members approval at theensuing Annual General Meeting.
20. AUDITOR'S REPORT
The notes on financial statements referred to in the Auditors Report areself-explanatory. The Auditors' Report does not contain any quali cation. However theAuditors in their Report have mentioned their observation and the same have been laid downbelow along with Directors' comments:
|SR. Auditors' Observation in the No. 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 March 31 2022 by the company with the appropriate authorities on account of disputes. ||Show Cause Notice was issued wrongly by the assessing authority for Special |
|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 ||Additional Duty which was already paid; demand for basic custom duty can't be raised now being time barred as advised by company's counsel does not nd any merit. |
|Customs ||Customs Duty ||7.14 ||2.00 ||2008 - 2009 ||Customs and Excise Tribunal Mumbai- Case is heard and matter is reverted back to the concerned assessing authority to re-look afresh and is still pending for order. || |
21. SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT
The Company has appointed M/s. Ramesh Chandra Bagdi & Associates PracticingCompany Secretary bearing Membership No. 8276 and Certificate of Practice No. 2871 toconduct Secretarial Audit of the Company for the financial year 2021-22 in terms ofprovisions of Section 204 of the Companies Act 2013. The Secretarial Audit Report isannexed to this Report as "Annexure B" (Form MR-3). The Secretarial Audit Reportcontains following observations in their Audit Report:-
1. The Company has partially complied with Regulation 46 of SEBI (Listing Obligations& Disclosure Requirements) Regulations 2015 by not maintaining Website as specifiedin said Regulation.
The Board ensures in future to make good the non compliances occurred during the periodunder review.
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. UNCLAIMED AND UNPAID DIVIDENDS
The Company did not have any funds lying unpaid or unclaimed for a period of sevenyears. Therefore there were no funds which were required to be transferred to InvestorEducation and Protection Fund (IEPF).
25. CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES UNDER SECTION 188 OF THE COMPANIESACT 2013
During the financial year 2021-22 under review all contracts / arrangements /transactions entered by the Company entered by the Company were in ordinary course ofbusiness and at arm's length basis. The Company had not entered into material relatedparty transactions which could have had a potential conflict with the interests of theCompany and hence enclosing of Form AOC-2 is not required. Particulars of Related PartyTransactions of the Company are provided in Note No. 30 of the financial statements.
26. 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.
27. NOMINATION AND REMUNERATION POLICY
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 is annexed to this Report as "Annexure C".
28. COMMITTEES OF BOARD
Following are the committees which are constituted or re-constituted by the Company:
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 ||Executive Director & CFO |
B. NOMINATION AND REMUNERATION COMMITTEE
The company has reconstituted Nomination and Remuneration Committee comprising of thefollowing Members:
|NAME ||DESIGNATION ||CATEGORY |
|Mr. Sunil Sampatraj Parakh ||Chairman ||Independent/Non-Executive Director |
|Mr. Hitesh Mulraj Popat ||Member ||Independent/Non-Executive Director |
|Mr. Sachindra Misra ||Member ||Independent/Non-Executive 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 C".
C. ANTI-SEXUAL HARASSMENT COMMITTEE AND RELATED DISCLOSURE.
The Board of Directors having an Anti-Sexual Harassment Committee comprising offollowing members.
|NAME ||DESIGNATION ||CATEGORY |
|Mrs. Bharati Bafna ||Chairperson ||Executive Director |
|Ms. S L Chavan ||Member ||Employee |
|Ms. S M Ghadshe ||Member ||Employee |
The Company has in place an Anti-Sexual Harassment Policy in line with the requirementsof the Sexual Harassment of Woman at Workplace and has complied with provisions relatingto the constitution of Internal Complaints Committee under the Sexual Harassment of Womenat 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 disposed offduring the year:
|Sr. No. ||No. of Complaints received ||No. of Complaints disposed off |
|Nil ||Nil ||Nil |
NOTE : The Company has dissolved its CSR Committee as the Company is notrequired to constitute the same.
29. INDEPENDENT DIRECTORS MEETING
During the year under review the Independent Directors of the Company met on MondayFebruary 07 2022 inter-alia to discuss:
I. Evaluation of performance of Non-Independent Directors and the Board of Directors ofthe Company as a whole.
II. Evaluation of performance of the Chairman of the Company taking into view ofExecutive and Non-Executive Directors.
III. Evaluation of the quality content and timelines of flow of information betweenthe Management and the Board that is necessary for the Board to effectively and reasonablyperform its duties.
30. 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.
31. VIGIL MECHANISM/WHISTLE BLOWER POLICY
The provisions of this policy are in line with the provisions of the Section 177(9) ofthe Act. The Company has put in place a system through which the Directors and Employeesmay report concerns about unethical behaviour actual or suspected fraud or violation ofthe Company's Code of Conduct & Ethics without fear of reprisal. The Employees andDirectors may report to the Compliance Of cer and have direct access to the Chairman ofthe Audit Committee.
The Company has formulated and published a Whistle Blower Policy to provide VigilMechanism for employees including directors of the Company to report genuine concerns.
32. 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.
33. 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).
34. COST AUDITORS
The appointment of Cost Auditor is not applicable to the Company as per Companies Act2013.
35. MAINTAINENCE OF COST RECORDS AS SPECIFIED UNDER SECTION 148(1) OF THE COMPANIESACT 2013
Central Government has not prescribed the maintenance of cost records under section148(1) of the Companies Act 2013 for any of the products/services dealt by the Company.Accordingly maintenance of such accounts and records is not applicable to the Company.
36. 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"Annexure D" which is annexed to this Report.
None of the employees of the Company were in receipt of monthly or yearly remunerationin excess of the limits specified under the Companies Act 2013 and Rule 5(2) & Rule5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014.
37. CERTIFICATE FROM COMPANY SECRETARY IN PRACTICE
M/s. Sonal Kothari & Associates Practicing Company Secretary has issued acertificate as required under the Listing Regulations confirming that none of theDirectors on the Board of the Company has been debarred or disqualified from beingappointed or continuing as Director of the Companies by Securities and Exchange Board ofIndia Ministry of Corporate Affairs or any such statutory authority. The certificate isenclosed with section as "Annexure E".
38. SECRETARIAL STANDARDS
The Company has in place proper systems to ensure compliance with provisions of theapplicable Secretarial Standards issued by the Institute of Company Secretaries of Indiaon Board and General Meetings and such systems are adequate and operating effectively.
39. ACCOUNTING STANDARDS
In accordance with the noti cation issued by the Ministry of Corporate Affairs theCompany has adopted Ind AS notified under the Companies (Indian Accounting Standards)Rules 2015. The Financial Statements have been prepared in accordance with Ind AS asnotified under the Companies (Indian Accounting Standards) Rules 2015 read with Section133 of the Act. The transition was carried out from IGAAP as prescribed under Section 133of the Act read with Rule 7 of the Companies (Accounts) Rules 2014 to IND AS.
40. CHANGE IN THE NATURE OF BUSINESS IF ANY
There was no change in the nature of business of the Company during the year underreview.
41. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS O R 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.
42. 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 01December 2015 as the Paid-up Share Capital of the Company is less than Rs.100000000(Rupees Ten Crores Only) and the Net Worth of the Company is also less than Rs.250000000 (Rupees Twenty Five Crores Only) based on the Annual Audited FinancialResults of the Company for the quarter and year ended March 31 2022.
43. CORPORATE SOCIAL RESPONSIBILITY
During the Financial Year under review the provisions of section 135 of the CompaniesAct 2013 pertaining to Corporate Social Responsibility are not applicable to the company.
44. 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 the entire Board of Directors inter aliacomprised of the following key areas:
i. the role of a Board Members is clearly defined and understood;
ii. the Board has ensured that the organization's accomplishments and challenges arecommunicated to Members and Stakeholders;
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 required of 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; theBoard's Meeting agenda clearly reflects strategic plan or priorities; viii. the Boardpapers contain the correct amount and type of information;
ix. all Board Members participate in important Board discussions;
x. the Board knows and keep abreast of trends and issues affecting the market in whichthe Company competes xi. the Board understands the business it is governing;
xii. the Board Members actively engage in networking for the benefit of the Company;
xiii. the Board Members have sufficient financial skills to ensure that the Board candischarge its governance responsibilities;
xiv. the Company have relevant internal reporting and compliance systems;
xv. the Board Members are aware of their risk assessment 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 SeniorManagement Personnel; xix. responsibilities have been effectively delegated amongst theExecutive Directors KMP and Senior Management Personnel;
xx. There is good communication 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 been constituted in compliance with the requirement of ListingRegulations and the Companies Act 2013 read with the Rules there under;
ii. the role/terms of reference of the Committee Members is clearly defined andunderstood;
iii. the composition of the Committee is sufficient to carry out the work required ofit;
iv. the Committee knows and understands the Company's mission vision and strategy;
v. the Committee's Meetings are properly conducted and agenda papers contain thecorrect amount and type of information;
vi. all Committee Members participate in discussion making;
vii. the Committee Members have sufficient skills to ensure efficient discharge ofresponsibilities;
viii. There is good 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. act objectively and constructively while exercising their duties;
iii. exercise their responsibilities in a bona de manner in the interest of theCompany; iv. devote sufficient time and attention to their professional obligations forinformed and balanced decision making;
v. assist the Company in implementing the best corporate governance practices;
vi. strive to attend all Meetings of the Board of Directors and of the Board committeesof which they are members; vii. moderate and arbitrate in the interest of the Company as awhole in situations of conflict between Management and Shareholder's interest; viii.satisfy themselves on the integrity of financial information and that financial controlsand the systems of risk Management are robust and defensible;
ix. strive to safeguard the interests of all stakeholders particularly the minorityshareholders;
x. balance the con icting interest of the stakeholders;
xi. seek appropriate clarification or ampli cation of information and where necessarytake and follow 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 inwhich they are chairpersons or members; xiv. strive to attend the general Meetings of theCompany; xv. acting within their authority assist in protecting the legitimate interestsof the Company shareholders and its employees; xvi. pay sufficient attention and ensurethat adequate deliberations are held before approving related party transactions andassure themselves that the same are in the interest of the Company;
xvii. ascertain and ensure that the Company has an adequate and functional vigilmechanism and ensure that the interests of a person. who uses such mechanism are notprejudicially affected on account of such use;
xviii. report concerns about unethical behaviour actual or suspected fraud orviolation 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 by Company's Memorandum and Articles of Association Company's policies andprocedures including code of conduct insider trading guidelines etc; xxi. they expressconcerns about the running of the Company or a proposed action and ensure that these areaddressed by the Board and to the extent that they are not resolved insist that theconcerns are recorded in the Minutes of the Board Meeting;
xxii. develop a good working relationship with other Board members and contribute tothe Board's working relationship with the senior Management of the Company;
xxiii. fairly contribute towards proper functioning of Board or Committees of theBoard.
The evaluation framework for assessing the performance of Independent Directorsinter-alia comprised of the following key areas:
i. satisfy the criteria for independence as prescribed under Section 149 of theCompanies Act 2013 and the Listing Regulations;
ii. help in bringing an independent judgment to bear on the Board's deliberationsespecially on issues of strategy performance risk Management resources keyappointments and standards of conduct;
iii. bring an objective view in the evaluation of the performance of Board andManagement;
iv. actively scrutinize the performance of Management in Meeting agreed goals andobjectives and monitor the reporting of performance;
v. undertake appropriate induction and regularly update and refresh their skillsknowledge and familiarity with the Company;
vi. contribute to determine appointment and remuneration of executive Directors KeyManagerial Personnel (KMP) and senior Management; vii. exercise objective independentjudgment in the paramount interest of the Company as a whole while concurring in ordissenting from the collective judgment of the Board in its decision making.
In terms of the Policy a process of evaluation was undertaken by the Board for its ownperformance and that of its Committees and individual Directors. The evaluation processfocused on various aspects of the functioning of the Board and Committees. Separateexercise was carried out to evaluate the performance of individual Directors on specifiedparameters.
The outcome of evaluation process was shared with the Board Chairman of respectiveCommittees and individual Directors. Based on the outcome of the evaluation the Board andCommittees have agreed on an action plan for the identified areas.
45. INDEPENDENT DIRECTORS
In accordance with Section 149 (7) of the Companies Act 2013 and Regulation 16(1)(b)of the Listing Regulations as amended each Independent Director of the Company hasprovided a written declaration confirming that he/she meets the criteria of independenceas stipulated under Section 149(6) of the Companies Act 2013.
In the opinion of the Board Independent Directors fulfill the conditions specified inCompanies Act 2013 read with the Schedules and Rules issued thereunder as well as ListingRegulations and are independent from Management.
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 fraud has been reported by the Auditors to the Audit Committee or the Board.
5. During the year there was no application made or any proceeding pending under theInsolvency and Bankruptcy Code 2016 (31 of 2016) and any one-time settlement with anyBank or Financial Institution during the year under review.
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 || |
| ||Kunal Bafna ||Mohanlal Zumbarlal Kothari |
|Place: Mumbai ||Whole-time Director ||Managing Director |
|Date: 12/08/2022 ||DIN: 00902536 ||DIN: 01486305 |