DEAR MEMBERS,
Your directors have pleasure in presenting the 77th Annual Report on the affairs of the
Company together with the Audited Statement of Accounts of Jainex Aamcol Limited (the
"Company"), for the financial year ended 31st March, 2025.
1. FINANCIAL PERFORMANCE
The financial performance of the company for the Financial Year 2024-25 in comparison
to the previous financial year 2023-24 are summarized below:
Amount in Lakhs
| PARTICULARS |
2024-25 |
2023-24 |
| Turnover |
2378.73 |
2094.00 |
| Other Income |
6.09 |
4.97 |
Total Revenue |
2384.82 |
2099.37 |
| Earnings before interest tax,depreciation, |
142.51 |
184.00 |
| exceptional items and amortization.(EBITDA) |
|
|
| Interest |
(34.77) |
(44.04) |
| Depreciation |
(64.17) |
(65.32) |
Profit/(Loss) before Extra-ordinary |
43.57 |
74.52 |
items & Taxes |
|
|
| Exceptional items |
0 |
0 |
| Extraordinary items |
0 |
0 |
Profit/(Loss before Taxes |
43.57 |
74.52 |
| Current Tax |
16.60 |
28.71 |
| Earlier Year |
0 |
0 |
| Deferred Tax |
(7.52) |
(6.13) |
| MAT Credit Carried forward |
0 |
0 |
Profit/(Loss) after tax |
34.49 |
51.94 |
2. STATE OF COMPANY'S AFFAIRS
During the year under review, there was increase in the turnover of the Company as
compared with the previous year i.e. from Rs. 2378.73 Lakhs to Rs. 2094.40 Lakhs.
The Company has reported Net Profit of Rs. 34.49 Lakhs against Net profit of Rs. 51.94
Lakhs in the previous year.
3. TRANSFER TO RESERVES
The Company has earned profits during the financial year 2024-25, but the Board of
Directors of your Company, have decided not to transfer any amount to the Reserves for the
year under review.
4. SHARE CAPITAL
The Paid-up Share capital as on March 31, 2025 was Rs. 1,49,63,380/-. During the year
under review, the Company has not issued any shares with differential rights as to
dividend, voting or otherwise or convertible debentures.
The Company had received an approval from Stock Exchanges' for such reclassification of
shares on August 9, 2024 for reclassifying Mrs. Ketaki Mazumdar shares, along with shares
belonging to her late husband, Mr. Ronojoy Mazumdar, and late brother-in-law, Mr. Sujoy
Mazumdar from 'Promoter Group' to 'Public Category' under regulation 31A of the (Listing
Obligation and Disclosure Requirements) Regulations, 2015 ("SEBI (LODR) Regulations,
2015")
Following are the details of their shareholding: -
| Name of the Promoter Group |
No. of shares held |
Percentage of the total equity capital of the Company (%) |
| Mrs.Ketaki Mazumdar |
75,811 |
5.07 |
| Late Mr. Ronojoy Mazumdar |
34,320 |
2.29 |
| Late Mr. Sujoy Mazumdar |
15,575 |
1.04 |
Total |
1,25,706 |
8.04 |
Rights Issue
The Board approved on December 09, 2024 a fund-raising corporate action by way of
issuance of equity shares of the Company to its existing shareholders on a rights basis in
order to fund the expansion program of the Company. SEBI thereafter on March 11, 2025 have
relaxed the rights issue procedure and made the process simpler and faster. In order to
take advantage of the new process, the Board had in supersession of the earlier
resolution, without any change in the object or amount to be raised, passed a fresh
resolution authorizing the company to raise capital by way of a rights issue.
Accordingly, Board of Directors of the Company at its meeting held on April 17, 2025,
in supersession of the earlier resolution passed on December 09, 2024 inter alia approved
issuance of equity shares having a face value of Rs.10/- each by way of a rights issue for
an amount not exceeding Rs. 900.00 Lakhs ("Rights Issue") in accordance with the
Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)
Regulations, 2018, as amended ("SEBI ICDR Regulations"), the Companies Act, 2013
and other applicable laws.
In terms of Regulation 28(1) of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements), Regulations, 2015 ("SEBI Listing
Regulations"), the Board has applied to BSE Ltd for "In-principal approval"
prior to issue and allotment of equity shares on rights basis.
5. DIVIDEND
To conserve the funds for future business growth, your Directors have not recommended
any dividend on equity shares in respect of the financial year 2024-25.
6. PUBLIC DEPOSITS
Your Company has not been accepting any deposits from the public and hence there are
neither unpaid / unclaimed deposits nor any default in repayment thereof.
7. SUBSIDIARY COMPANIES, JOINT VENTURES AND ASSOCIATE COMPANIES
During the year under review, your Company has no Subsidiary or Joint Venture
Companies. However, the Company is an Associate Company of Jainex Foods Private Limited.
8. BOARD MEETINGS
During the year under review, 6 (Six) Board Meetings were held on 30th May, 2024; 14th
August, 2024; 28th August, 2024; 25th November, 2024, 09th December, 2024 and 14th
February, 2025.
9. COMMITTEES OF THE BOARD OF DIRECTORS
During the year under review, all recommendations made by the Audit
Committee/Nomination & Remuneration Committee were accepted by the Board. There were
no 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 Company
have occurred between the end of the Financial year of the Company to which the Financial
Statement relate and the date of this report.
11. EXTRACT OF ANNUAL RETURN
In terms of provisions of Section 92 of the Companies Act, 2013 and Rule 12 of
Companies (Management and Administration) Rules, 2014, a copy of Annual Return of the
Company in Form MGT-7 for the financial year ended March 31, 2025 is hosted on the
Company'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 of
the financial statements.
13. LOAN FROM DIRECTORS
Particulars of loan from Directors of the Company are provided in Note No. 13 of the
financial statements.
14. PARTICULARS OF LOAN GIVEN, INVESTMENTS MADE, GURANTEES GIVEN AND SECURITIES
PROVIDED UNDER SECTION
186 OF THE COMPANIES ACT, 2013
During the Financial Year under review, the Company has not provided any loans and not
made any investment, neither given any guarantee nor provided any security.
15. 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 consumption
is in accordance to the normal business practices and does not require any specific
installations. In its regular course of business, the Company is always vigilant to
conserve the resources and continuously implements measures required to save energy.
The Company has adopted new technologies and corrective measures to cope up with the
current market situations. In the course of its operations, processes are formed and
implemented to achieve operational efficiencies which provide maintaining product quality
and cost control.
The Company had Foreign Exchange earnings/outgo during the year under review.
The Foreign Exchange earned in terms of actual inflows during the financial year
2024-25 is Rs. 583.09 Lakhs.
The Foreign Exchange outgo in terms of actual outflows during the financial year
2024-25 is Rs. 219.04 Lakhs.
The details of Conservation of Energy, Technology Absorption, Foreign Exchange Earnings
and Outgo pursuant to provisions of Section 134 of the Companies Act, 2013 read with Rule
8(3) of the Companies (Accounts) Rules, 2014 are attached as "Annexure A" which
forms 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 the
relevant rules made thereunder, one-third of the Directors are liable to retire by
rotation every year and if eligible, offer themselves for reappointment at the AGM. Mr.
Kunal Bafna, Whole-time Director, being longest in the office, is liable to retire by
rotation at the ensuing Annual General Meeting of the Company and he being eligible has
offered himself for re-appointment. The Board of Directors recommends his reappointment
and the matter is being placed for seeking approval of members at the ensuing Annual
General Meeting of the Company.
2. During the year under review, Ms. Bharati Bafna (DIN: 01089137), who was eligible to
retire by rotation, was re-appointed as a director at the 76th Annual General Meeting held
on September 30, 2024.
3. The Company has received individual declaration from all the Independent Director(s)
of the Company under section 149(7) of the Companies Act, 2013 in respect of meeting the
criteria of independence provided under section 149(6) of the Companies Act, 2013 and SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015.
4. The Board places on record its sincere appreciation for the valuable guidance,
strategic insights, and contributions made by Mr. Rahul Dugar during his tenure as
Director of the Company. His efforts have been instrumental in supporting the Company's
initiatives and governance. The Board also extends its best wishes to him in all his
future endeavours, following his resignation from the Directorship with effect from 31st
March, 2025.
5. The Board places on record its sincere appreciation for the invaluable guidance,
dedicated leadership, and significant contributions of Mr. M. Z. Kothari during his tenure
as Managing Director of the Company. His vision and commitment have been instrumental in
driving the Company's growth and success. The Board extends its best wishes to him in his
future endeavours, following his retirement from the post with effect from 31st March,
2025.
6. Mr. Hitesh Mulraj Popat (DIN: 00407897) and Mr. Sunil Sampatraj Parakh (DIN:
01111159) had completed their second term as Independent Directors on March 31, 2025.
Consequently, they ceased to be the Independent Directors of the Company w.e.f. closing of
business hours of March 31, 2025. The Board places on record its appreciation for their
contributions during their tenure as Independent Director.
7. Mr. Daljeet Singh Saluja (DIN: 02009609) was appointed as an Additional Director and
Non-Executive and Independent Director, on the Board of the Company with effect from
01/04/2025 for the first term of 5 years. Therefore, the Board of directors recommends his
regularization as a Director, Non-Executive and Independent Director at the ensuing Annual
General Meeting.
8. Mr. Prashant Chintaman Wadile (DIN 08010243) as an Additional Director and
Whole-time Director, on the Board of the Company with effect from
01/04/2025 for the first term of 3 years. Therefore, the Board of directors recommends
his regularization as a Director and Whole-time Director at the ensuing Annual General
Meeting.
9. The term of Mr. Kunal Bafna as whole-time Director will expire on 07th October,
2025, therefore, the Board on the recommendation of the Nomination and Remuneration
Committee appointed Mr. Kunal Bafna, (DIN: 00902536) as Whole-time Director of the Company
for a period of three years w.e.f. October 8, 2025 to October 7, 2028 at Board Meeting
held on 11/08/2025 on the terms & conditions and at a remuneration plus benefits and
perquisites as approved by the Nomination and Remuneration Committee, subject to the
approval of the members of the Company at the ensuing Annual General Meeting.
10. Based on the recommendation of the Nomination and Remuneration Committee, the Board
of Directors have re-appointed Mr. Sachindra Misra (DIN: 08943363) as an Independent
Non-Executive Director of the Company for a second term of 5 (five) consecutive years
commencing from June 30, 2026, subject to the approval of the shareholders. His current
term is valid up to June 29, 2026.
11. Based on the recommendation of the Nomination and Remuneration Committee, the Board
of Directors have re-appointed Mr. Murli Dhar Motwani (DIN: 09264470) as an Independent
Non-Executive Director of the Company for a second term of 5 (five) consecutive years
commencing from August 03, 2026, subject to the approval of the shareholders. His current
term is valid up to August 02, 2026.
None of the Directors are disqualified for appointment under Section 164 of the
Companies Act, 2013.
17. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirements of Section 134(5) of the Companies Act, 2013, Directors of
your Company hereby state and confirm that: -
a) in the preparation of the annual accounts for the financial year ended March 31,
2025, the applicable accounting standards have been followed along with proper explanation
relating to material departures, if any;
b) that they have selected such accounting policies and applied them consistently and
made judgments and estimates that are reasonable and prudent so as to give a true and fair
view of the state of affairs of your Company as at March 31, 2025 and of the profit and
loss of the Company for that period;
c) that they have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Companies Act, 2013 for
safeguarding the assets of the Company and for preventing and detecting fraud and other
irregularities; d) that they have prepared the annual accounts for the financial year
ended March 31, 2025 on a going concern basis;
e) that they have laid down internal financial controls to be followed by the Company
and 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 of
all applicable laws and these are adequate and are operating effectively.
18. EXPANSION OF BUSINESS
The Company through its Board of Directors and management is on the verge of completion
of its Expansion Project. The Project on Completion will lead to
1) increase in the installed Capacity of existing products,
2) production of New Products like Shaper Cutters, Mastergears and Skiving Cutters,
3) will result in better quality of Big Module Hobs and Worm Wheel Hobs
4) increased efficiency of Production.
The Company has availed Working Capital and Term Loan facility amounting to Rs. 160.00
million from ICICI Bank Limited ("Bank") on the terms and conditions as set out
in the indicative Credit Arrangement Letter ("CAL") No. CAL435278023243 dated
August 27, 2024 issued by ICICI Bank and any amendments, renewals or modification made
thereto by ICICI Bank from time to time. The Promoters and Directors have extended
unsecured loans to the Company for this project and the same is expected to be converted
into Equity, at a premium, in the company's right issue.
All the Machines for this Project have already arrived and some of them have been put
to use. The building for the project is expected to be ready by August end and trial
Productions are expected to commence in September 2025.
19. AUDITORS
M/s. R K Jagetiya & Co., Chartered Accountant (Firm Registration No. 146264W) as
the Statutory Auditors of the Company, was appointed for a term of 5 years from F.Y.
2023-24 to 2027-28 by the members at the 75th AGM of the Company held on September 30,
2023.
20. AUDITOR'S REPORT
The Auditors' Report for the financial year 2024-25 does not contain any adverse
remarks, qualifications or reservation or disclaimer, which required explanation /
comments by the Board. The notes on financial statements referred to in the Auditors
Report are self-explanatory.
21. SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT
The Company had appointed M/s. Ramesh Chandra Bagdi & Associates, Practicing
Company Secretary, bearing Membership No. 8276 and Certificate of Practice No. 2871 to
conduct Secretarial Audit of the Company for the financial year 2024-25 in terms of
provisions of Section 204 of the Companies Act, 2013. The Secretarial Audit Report is
annexed to this Report as
"Annexure B" (Form MR-3)".
In terms of Regulation 24A of LODR Regulations read with SEBI notification dated
December 12, 2024, and other applicable provisions, the Company can appoint a peer
reviewed firm as secretarial auditors for not more than two (2) terms of five (5)
consecutive years. On the basis of recommendations of the Audit Committee, the Board of
Directors, at its meeting held on August 11, 2025, approved the appointment of M/s.
Prabhatratna Pandey & Co, Company Secretaries (Membership No.: A73483) as secretarial
auditors of the Company to hold office for a term of five consecutive years commencing
from Financial Year 2025-26 till Financial Year 2029-30. The appointment is subject to
approval of the shareholders of the Company.
M/s. Prabhatratna Pandey & Co, Company Secretaries has given their consent to act
as Secretarial Auditors of the company and confirmed that their aforesaid appointment (if
approved) would be within the limits specified by Institute of Company Secretaries of
India. Furthermore, in terms of the amended regulations, M/s. Prabhatratna Pandey &
Co, has provided a confirmation that they have subjected themselves to the peer review
process of the Institute of Company Secretaries of India and hold a valid peer review
certificate.
22. DEMATERIALIZATION
Your Company has tied up with National Securities Depository Ltd. (NSDL) and Central
Depository Services (India) Ltd. (CDSL) to enable the members to trade and hold shares in
an electronic/dematerialized form. The shareholders are advised to take benefits of
dematerialization.
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 seven
years. Therefore, there were no funds which were required to be transferred to Investor
Education and Protection Fund (IEPF).
25. CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
UNDER SECTION 188 OF THE COMPANIES ACT, 2013
During the financial year 2024-25 under review, all contracts / arrangements /
transactions entered by the Company entered by the Company were in ordinary course of
business and at arm's length basis. The Company had not entered into material related
party transactions which could have had a potential conflict with the interests of the
Company and hence, enclosing of Form AOC-2 is not required. Particulars of Related Party
Transactions 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 stipulated
under the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 ("Listing Regulations") is presented in a
separate 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, 2013,
the Company has formulated the Nomination and Remuneration Policy inter-alia providing the
terms for appointment and payment of remuneration to Directors and Key Managerial
Personnel is annexed to this Report as "Annexure C".
28. COMMITTEES OF BOARD
Following are the committees which are constituted by the Company:
A. AUDIT COMMITTEE
Following the expiry of the second term of Mr. Sunil Sampatraj Parakh and Mr. Hitesh
Mulraj Popat as an Independent Directors on March 31, 2025, and consequent to the
appointment of Mr. Daljeet Saluja as an Independent Director effective April 1, 2025, the
Board reconstituted the Audit Committee on April 17, 2025, comprising of the following
members:
Name |
Designation |
Category |
| Mr. Sachindra Misra |
Chairman |
Independent /Non Executive Director |
| Mr. Daljeet Saluja |
Member |
Independent /Non Executive Director |
| Mr. Murlidhar Motwani |
Member |
Independent /Non Executive Director |
B. NOMINATION AND REMUNERATION COMMITTEE
Following the expiry of the second term of Mr. Sunil Sampatraj Parakh and Mr. Hitesh
Mulraj Popat as an Independent Directors on March 31, 2025, and consequent to the
appointment of Mr. Daljeet Saluja as an Independent Director effective April 1, 2025, the
Board reconstituted the Nomination and Remuneration Committee on April 17, 2025,
comprising of the following members:
| Name |
Designation |
Category |
| Mr. Sachindra Misra |
Chairman |
Independent /Non Executive Director |
| Mr. Daljeet Saluja |
Member |
Independent /Non Executive Director |
| Mr. Murlidhar Motwani |
Member |
Independent /Non Executive Director |
In terms of requirements prescribed under Section 178(3) of the Companies Act, 2013,
the Company has formulated the Nomination and Remuneration Policy inter-alia providing the
terms for appointment and payment of remuneration to Directors and Key Managerial
Personnel 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 of
following members.
| Name |
Designation |
Category |
| Mrs. Bharati Bafna |
Chairman |
Executive Director |
| Ms. S. L. Chavan |
Member |
Employee |
| Ms. D. S. Dhabewar |
Member |
Employee |
The Company has adopted a policy for prevention of sexual harassment at the workplace,
in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 ("POSH Act"). An Internal Complaints
Committee ("ICC") has been duly constituted as per the provisions of the POSH
Act to redress complaints regarding sexual harassment at the workplace.
During the financial year under review, the Company has complied with all the
provisions of the POSH Act and the rules framed thereunder. Further details are as follow:
a. Number of complaints of Sexual Harassment received in the Year: NIL b. Number of
Complaints disposed off during the year: NIL c. Number of cases pending for more than
ninety days: NIL
29. MATERNITY BENEFIT
The Company affirms that it has duly complied with all provisions of the Maternity
Benefit Act, 1961, and has extended all statutory benefits to eligible women employees
during the year.
30. INDEPENDENT DIRECTORS MEETING
During the year under review, the Independent Directors of the Company met on Friday,
February 14, 2025, inter-alia, to discuss:
I. Evaluation of performance of Non-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
Executive and Non-Executive Directors.
III. Evaluation of the quality, content and timelines of flow of information between
the Management and the Board that is necessary for the Board to effectively and reasonably
perform its duties.
31. RISK MANAGEMENT POLICY AND INTERNAL ADEQUACY
Your Company has in place a mechanism to identify, assess, monitor and mitigate various
risks to key business objectives. Major risks identified by the businesses and functions
are systematically addressed through mitigating actions on a continuing basis. Your
Company's internal control systems are commensurate with the nature of its business and
the size and complexity of its operations. These are routinely tested by Statutory as well
as Internal Auditors. Significant audit observations and follow up actions thereon are
reported to the Audit Committee.
32. VIGIL MECHANISM/WHISTLE BLOWER POLICY
The provisions of this policy are in line with the provisions of the Section 177(9) of
the Act. The Company has put in place a system through which the Directors and Employees
may report concerns about unethical behavior, actual or suspected fraud or violation of
the Company's Code of Conduct & Ethics without fear of reprisal. The Employees and
Directors may report to the Compliance Officer and have direct access to the Chairman of
the Audit Committee.
The Company has formulated and published a Whistle Blower Policy to provide Vigil
Mechanism for employees including directors of the Company to report genuine concerns.
33. INTERNAL FINANCIAL CONTROLS
Your Company has in place adequate internal financial controls with reference to
financial statements. During the year under review, such controls were tested and no
reportable material weaknesses were observed.
34. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND
(IEPF)
During financial year under review, the Company has not transferred any amount to
Investor Education and Protection Fund (IEPF).
35. COST AUDITORS
The appointment of Cost Auditor is not applicable to the Company as per Companies Act,
2013.
36. MAINTAINENCE OF COST RECORDS AS SPECIFIED UNDER
SECTION 148(1) OF THE COMPANIES ACT, 2013
Central Government has not prescribed the maintenance of cost records under section
148(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.
37. PARTICULARS OF EMPLOYEES
Disclosures with respect to the remuneration of Directors and employees as required
under 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 remuneration
in excess of the limits specified under the Companies Act, 2013 and Rule 5(2) & Rule
5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
38. CERTIFICATE FROM COMPANY SECRETARY IN PRACTICE
M/s. Sonal Kothari & Associates, Practicing Company Secretary, has issued a
certificate as required under the Listing Regulations, confirming that none of the
Directors on the Board of the Company has been debarred or disqualified from being
appointed or continuing as Director of the Companies by Securities and Exchange Board of
India, Ministry of Corporate Affairs or any such statutory authority. The certificate is
enclosed with section as "Annexure E".
39. SECRETARIAL STANDARDS
The Company has in place proper systems to ensure compliance with provisions of the
applicable Secretarial Standards issued by the Institute of Company Secretaries of India
on Board and General Meetings and such systems are adequate and operating effectively.
40. ACCOUNTING STANDARDS
In accordance with the notification issued by the Ministry of Corporate Affairs, the
Company has adopted Ind AS notified under the Companies (Indian Accounting Standards)
Rules, 2015. The Financial Statements have been prepared in accordance with Ind AS as
notified under the Companies (Indian Accounting Standards) Rules, 2015 read with Section
133 of the Act. The transition was carried out from IGAAP as prescribed under Section 133
of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014, to IND AS.
41. CHANGE IN THE NATURE OF BUSINESS, IF ANY
There was no change in the nature of business of the Company during the year under
review.
42. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE
REGULATORS OR COURTS:
There are no significant/ material orders passed by the regulators or courts or
tribunals impacting the going concern status of the Company and its operations in future.
43. CORPORATE GOVERNANCE
The Company is not required to comply with the provisions of Regulation 17 to
Regulation 27 and clause (b) to clause (i) of sub regulation (2) of Regulation 46 and Para
C, D and E of Schedule V as mentioned in Regulations 15 of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 which came into force with effect from 01st
December, 2015 as the Paid-up Share Capital of the Company is less than Rs.10,00,00,000
(Rupees Ten Crores Only) and the Net Worth of the Company is also less than Rs.
25,00,00,000 (Rupees Twenty Five Crores Only) based on the Annual Audited Financial
Results of the Company for the quarter and year ended March 31, 2025.
44. CORPORATE SOCIAL RESPONSIBILITY
During the Financial Year under review, the provisions of section 135 of the Companies
Act, 2013 pertaining to Corporate Social Responsibility are not applicable to the company.
45. PERFORMANCE EVALUATION
The Company has devised a policy for evaluation of Performance of the Board of
Directors, its committees and individual Directors ("Policy"). The evaluation
involves assessment of performance individually of each of the Board Members and of the
entire Board of Directors and its Committees.
The performance evaluation criteria of the entire Board of Directors inter alia
comprised 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 are
communicated to Members and Stakeholders;
iii. the spread of talent within the Board reflects 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 understands the Company's mission, vision and strategy; the
Board's Meeting agenda clearly reflects strategic plan or priorities;
viii. the Board papers contain the correct amount and type of information;
ix. all Board Members participate in important Board discussions
x. the Board knows and keeps abreast of trends and issues affecting the market in which
the 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 can
discharge 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 Senior
Management Personnel;
xix. responsibilities have been effectively delegated amongst the Executive 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 of
Directors inter-alia comprised of the following key areas:
i. the Committees have been constituted in compliance with the requirement of Listing
Regulations and the Companies Act, 2013 read with the Rules there under;
ii. the role/terms of reference of the Committee Members is clearly defined and
understood;
iii. the composition of the Committee is sufficient to carry out the work required of
it;
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 the correct
amount and type of information;
vi. all Committee Members participate in discussion making;
vii. the Committee Members have sufficient skills to ensure efficient discharge of
responsibilities;
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 the
following 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 fide manner in the interest of the
Company;
iv. devote sufficient time and attention to their professional obligations for informed
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 committees
of which they are members;
vii. moderate and arbitrate in the interest of the Company as a whole, in situations of
conflict between Management and Shareholder's interest;
viii. satisfy themselves on the integrity of financial information and that financial
controls and the systems of risk Management are robust and defensible;
ix. strive to safeguard the interests of all stakeholders, particularly the minority
shareholders;
x. balance the conflicting interest of the stakeholders;
xi. seek appropriate clarification or amplification of information and, where
necessary, take and follow appropriate professional advice and opinion of outside experts;
xii. keep themselves well informed about the Company and the external environment in
which it operates;
xiii. participate constructively and actively in the committees of the Board in which
they are chairpersons or members; xiv. strive to attend the general Meetings of the
Company;
xv. acting within their authority, assist in protecting the legitimate interests of the
Company, shareholders and its employees;
xvi. pay sufficient attention and ensure that adequate deliberations are held before
approving related party transactions 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 and ensure that the interests of a person who uses such mechanism are not
prejudicially affected on account of such use;
xviii.report concerns about unethical behavior, actual or 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, technologies,
advertising and sales promotion plans, unpublished price sensitive information, unless
such disclosure is expressly approved by the Board or required by law;
xx. abide by Company's Memorandum and Articles of Association, Company's policies and
procedures including code of conduct, insider trading guidelines etc;
xxi. they express concerns about the running of the Company or a proposed action and
ensure that these are addressed by the Board and, to the extent that they are not
resolved, 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's working relationship with the senior Management of the Company;
xxiii. fairly contribute towards proper functioning of Board or Committees of the
Board.
The evaluation framework for assessing the performance of Independent Directors
inter-alia comprised of the following key areas:
i. satisfy the criteria for independence as prescribed under Section 149 of the
Companies Act, 2013 and the Listing Regulations;
ii. help in bringing an independent judgment to bear on the Board's deliberations
especially on issues of strategy, performance, risk Management, resources, key
appointments and standards of conduct;
iii. bring an objective view in the evaluation of the performance of Board and
Management;
iv. actively scrutinize the performance of Management in Meeting agreed goals and
objectives and monitor the reporting of performance;
v. undertake appropriate induction and regularly update and refresh their skills,
knowledge and familiarity with the Company;
vi. contribute to determine appointment and remuneration of executive Directors, Key
Managerial Personnel (KMP) and senior Management;
vii. exercise objective independent judgment in the paramount interest of the Company
as a whole, while concurring in or dissenting 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 own
performance and that of its Committees and individual Directors. The evaluation process
focused on various aspects of the functioning of the Board and Committees. Separate
exercise was carried out to evaluate the performance of individual Directors on specified
parameters.
The outcome of evaluation process was shared with the Board, Chairman of respective
Committees and individual Directors. Based on the outcome of the evaluation, the Board and
Committees have agreed on an action plan for the identified areas.
46. 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 has
provided a written declaration confirming that he/she meets the criteria of independence
as stipulated under Section 149(6) of the Companies Act, 2013.
In the opinion of the Board, Independent Directors fulfill the conditions specified in
Companies Act, 2013 read with the Schedules and Rules issued thereunder as well as Listing
Regulations and are independent from Management.
47. GENERAL
The Board of Directors state that no disclosure or reporting is required in respect of
the following items as there were no transactions on these items during the year under
review:
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 under
any scheme.
3. The Company does not have any scheme of provision of money for the purchase of its
own 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 the
Insolvency and Bankruptcy Code, 2016 (31 of 2016) and any one-time settlement with any
Bank or Financial Institution during the year under review.
48. ACKNOWLEDGEMENTS
Your directors would like to thank and place on record their appreciation for the
support and co-operation provided to your Company by its Shareholders, their employees,
regulatory authorities and its bankers. Your directors would also like to place on record
their 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 |
|
Place : Aurangabad |
Kunal Bafna |
Prashant Chintaman Wadile |
Date : 11/08/2025 |
Whole-time Director |
Whole-time Director |
|
DIN : 00902536 |
DIN : 08010243 |
