DEAR MEMBERS,
Your Directors have pleasure in presenting the 75th 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, 2023. A
summary of the financial results is given below:-
1. FINANCIAL PERFORMANCE
The financial performance of the company for the Financial Year 2022-23
in comparison to the previous financial year 2021-22 are summarized below:
(Amount in Lacs)
| PARTICULARS |
2022-23 |
2021-22 |
| Turnover |
2023.96 |
1876.69 |
| Other Income |
10.69 |
14.40 |
| Total Revenue |
2034.65 |
1891.09 |
| Earnings before interest, tax, depreciation,
exceptional items and amortization (EBITDA) |
1722.24 |
1515.36 |
| Interest |
(43.24) |
(54.57) |
| Depreciation |
(93.21) |
(112.23) |
| Profit/(Loss) before Extra-ordinary items
& Taxes |
175.96 |
208.93 |
| Exceptional items |
0 |
0 |
| Extraordinary items |
0 |
0 |
| Profit/(Loss) before Taxes |
175.96 |
208.93 |
| Current Tax |
61.96 |
36.48 |
| Earlier Year |
0 |
0 |
| Deferred Tax |
(11.44) |
62.52 |
| MAT Credit Carried Forward |
0 |
-34.88 |
| Profit/(Loss) after tax |
125.44 |
144.81 |
2. STATE OF COMPANYS 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. 1876.69 Lakhs to
Rs. 2023.96 Lakhs.
The Company has reported Net Profit of Rs. 125.44 Lakhs against Net
profit of Rs. 144.83 Lakhs in the previous year.
3. TRANSFER TO RESERVES
The Company has earned profits during the financial year 2022-23, 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, 2023 was Rs. 1,49,93,940/-.
During the year under review, the Company has not issued any shares with differential
rights as to dividend, voting or otherwise or convertible debentures.
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 2022-23.
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 01st
April, 2022; 30th May, 2022; 07th June, 2022; 12th August, 2022; 11th November, 2022 and
13th February, 2023.
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, 2023 is hosted on the
Companys 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 2022-23 is Rs. 295.95 Lakhs.
The Foreign Exchange outgo in terms of actual outflows during the
financial year 2022-23 is Rs. 31.39 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. Rahul Dugar, 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 re-appointment
and the matter is being placed for seeking approval of members at the ensuing Annual
General Meeting of the Company.
2. The Company had appointed Ms. Reena Gavle (Membership No: A34439) as
a whole-time Company Secretary and Compliance Officer of the Company on 19th November,
2021. However, she has resigned from the post on 07th June, 2022 due to some other
commitments.
3. The Company has appointed Ms. Sonam Dubey (Membership No: A57121) as
a whole-time Company Secretary and Compliance Officer of the Company on 07th June, 2022.
4. During the year under review, Mrs. Bharti Bafna, who was eligible to
retire by rotation, was re-appointed as a Director at the 74th Annual General Meeting held
on September 30, 2022.
5. The members of the Company has re-appointed Mr. Mohanlal Zumbarlal
Kothari as Managing Director of the Company for a period of 3 (Three) years with effect
from 01st April, 2022 to 31st March, 2025 at the 74th Annual General Meeting held on
September 30, 2022.
6. The members of the Company has re-appointed Mr. Kunal Bafna, (DIN:
00902536) as Whole-time Director of the Company for a period of 3 (Three) years with
effect from October 8, 2022 to October 7, 2025 at the 74th Annual General Meeting held on
September 30, 2022.
7. 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.
None of the Directors are disqualified for appointment under Section
164 of the Companies Act, 2013.
8. It is with profound sorrow that we acknowledge the passing of our
esteemed former Managing Director, the late Mr. Ronojoy Mazumdar on 20/07/2023. His
visionary leadership, dedication, and enduring contributions have left an indelible mark
on our company. We extend our heartfelt condolences to his family and friends. While we
mourn this loss, we are committed to carrying forward his legacy, embodying the values and
ideals that guided his remarkable tenure.
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 31,2023, 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, 2023 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 31,2023 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 taking
extra efforts to reach at higher level by setting a benchmark. The Company also wishes to
explore its business in future by keeping in view the dynamism of global market.
19. AUDITORS
M/s. R. A. Singh & Associates, Chartered Accountants, Mumbai, was
appointed as Statutory Auditors for a term of 5 years from F.Y. 2022-23 to F.Y. 2026-27 by
the members at the 74th AGM of the Company held on September 30, 2022.
However, M/s. R. A. Singh & Associates, Chartered Accountants has
resigned as Statutory Auditors of the Company, w.e.f. 03rd August, 2023 due to personal
reasons. The Board of Directors of the Company has appointed M/s. R K Jagetiya & Co.,
Chartered Accountant (Firm Registration No.146264W) as the Statutory Auditors of the
Company, subject to the approval of the Members of the Company at the upcoming 75th Annual
General Meeting to be held on 30th September, 2023. They have confirmed that they are not
disqualified from being appointed as Statutory Auditors of the Company.
20. AUDITORS REPORT
The notes on financial statements referred to in the Auditors Report
are self explanatory. The Auditors Report does not contain any qualification. However,
the Auditors in their Report have mentioned their observation and the same have been laid
down below 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
21. SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT
The Company has 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 2022-23 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). The Secretarial Audit Report
contains following observations in their Audit Report:-
1. The Company has partially complied with Regulation 46 of SEBI
(Listing
| 1. |
"Details of dues set out herein below
in respect of customs duty which has not been deposited as at March 31,2023 by the company
with the appropriate authorities on account of disputes. |
Show Cause Notice was issued wrongly by the
assessing authority for Special Additional Duty which was already paid; demand for basic
custom duty cant be raised now being time barred as advised by companys counsel does not
find any merit. |
| 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 |
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. |
Obligations & Disclosure Requirements) Regulations, 2015 by not
maintaining Website as specified in said Regulation.
Boards Reply:-
The Board ensures in future to make good the non compliances occurred
during the period under review.
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 Companys 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 2022-23 under review, all contracts /
arrangements / transactions entered by the Company entered by the Company were in ordinary
course of business and at arms 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
Managements 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
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 the following Members:
| NAME |
DESIGNATION |
CATEGORY |
| Mr. Hitesh Mulraj Popat |
Chairman |
Independent/Non-Executive
Director |
| Mr. Sunil Sampatraj Parakh |
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, 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 companys 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 |
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 requirements of the Sexual Harassment of Woman at Workplace and has complied with
provisions relating to the constitution of Internal Complaints Committee under the Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. All
women employees (permanent, contractual, temporary and trainee) of the Company are covered
under this Policy.
The following is a summary of Sexual Harassment complaints received and
disposed off during the year:
| Sr. No. |
No. of Complaints received |
No. of Complaints disposed
off |
| Nil |
Nil |
Nil |
D. STAKEHOLDER RELATIONSHIP COMMITTEE
The Board of directors of the company has constituted Stakeholder
Relationship Committee in its meeting held on 13th February, 2023 comprising of the
following Members:
| NAME |
DESIGNATION |
CATEGORY |
| Mr. Hitesh Mulraj Popat |
Chairman |
Independent/Non-Executive
Director |
| Mr. Murli Dhar Motwani |
Member |
Independent/Non-Executive
Director |
| Mr. Sachindra Misra |
Member |
Independent/Non-Executive
Director |
NOTE: The Company has dissolved its CSR Committee as the Company is
not required to constitute the same.
29. INDEPENDENT DIRECTORS MEETING
During the year under review, the Independent Directors of the Company
met on Monday, February 13, 2023, 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.
30. 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 Companys 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.
31. 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 Companys 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.
32. 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.
33. 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).
34. COST AUDITORS
The appointment of Cost Auditor is not applicable to the Company as per
Companies Act, 2013.
35. 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.
36. 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.
37. 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".
38. 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.
39. 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.
40. 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.
41. 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.
42. 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, 2023.
43. 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.
44. 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 organizations accomplishments and challenges are
communicated to Members and Stakeholders;
iii. the spread of talent within the Board reflect the Companys 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 Companys mission, vision
and strategy; the Boards 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 keep 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 Companys 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 Companys mission,
vision and strategy;
v. the Committees 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:
ii. uphold ethical standards of integrity and probity;
iii. act objectively and constructively while exercising their duties;
iv. exercise their responsibilities in a bona fide manner in the
interest of the Company;
v. devote sufficient time and attention to their professional
obligations for informed and balanced decision making;
vi. assist the Company in implementing the best corporate governance
practices;
vii. strive to attend all Meetings of the Board of Directors and of the
Board committees of which they are members;
viii. moderate and arbitrate in the interest of the Company as a whole,
in situations of conflict between Management and Shareholders interest;
ix. satisfy themselves on the integrity of financial information and
that financial controls and the systems of risk Management are robust and defensible;
x. strive to safeguard the interests of all stakeholders, particularly
the: minority shareholders;
xi. balance the conflicting interest of the stakeholders;
xii. seek appropriate clarification or amplification of information
and, where necessary, take and follow appropriate professional advice and opinion of
outside experts;
xiii. keep themselves well informed about the Company and the external
environment in which it operates;
xiv. participate constructively and actively in the committees of the
Board in which they are chairpersons or members;
xv. strive to attend the general Meetings of the Company;
xvi. acting within their authority, assist in protecting the legitimate
interests of the Company, shareholders and its employees;
xvii. 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;
xviii. 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;
xix. report concerns about unethical behavior, actual or suspected
fraud or violation of the Companys code of conduct or ethics policy, if any;
xx. 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;
xxi. abide by Companys Memorandum and Articles of Association,
Companys policies and procedures including code of conduct, insider trading guidelines
etc;
xxii. 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;
xxiii. develop a good working relationship with other Board members and
contribute to the Boards working relationship with the senior Management of the Company;
xxiv. 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
Boards 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.
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