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JIK Industries Ltd.

BSE: 511618 Sector: Industrials
NSE: JIKIND ISIN Code: INE026B01049
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VOLUME 3750
52-Week high 0.97
52-Week low 0.42
P/E
Mkt Cap.(Rs cr) 3
Buy Price 0.40
Buy Qty 200.00
Sell Price 0.00
Sell Qty 0.00
OPEN 0.42
CLOSE 0.42
VOLUME 3750
52-Week high 0.97
52-Week low 0.42
P/E
Mkt Cap.(Rs cr) 3
Buy Price 0.40
Buy Qty 200.00
Sell Price 0.00
Sell Qty 0.00

JIK Industries Ltd. (JIKIND) - Director Report

Company director report

To the Members

Your Directors are pleased to present herewith Twenty Fourth Annual Report togetherwith the Audited Statements of Accounts of the Company for the year ended 31 March 2016.

State of the Company's Affairs:

FINANCIAL RESULTS

Standalone Financial Information of JIK Industries Limited is as follows:

( Rs. in lakhs)

PARTICULARS Year Ended 31.03.2016 Period Ended 31.03.2015
Sales for the year 50.84 76.40
Other Income 0.26 2.12
Total Income 51.10 78.52
Profit / (Loss) before Financial Expenses Depreciation and Tax (1242.01) (15818.62)
Less : Financial expenses 0.00 (0.00)
Operating Profit / (Loss) before Depreciation & Tax (1242.01) (15818.62)
Less : Depreciation 11.25 8.83
Profit / (Loss) before Exceptional & Extraordinary items and Tax (1253.26) (15827.45)
Less : Exceptional Items 0.00 0.00
Profit / (Loss) before Extraordinary items and Tax (1253.26) (15827.45)
Less : Extraordinary Items 0.00 478.62
Profit / (Loss) before Tax (1253.26) (16306.07)
Less : Provision for Taxation
Current Tax 0.00 0.00
Deferred Tax 0.00 0.00
Profit / (Loss) after Taxation (1253.26) (16306.07)
Less : Charge pursuant to the adoption of revised Schedule II 0 10.57
Add : Balance brought forward (1253.26) (6686.77)
Profit / (Loss) available for appropriation (24256.67) (23003.41)

DIVIDEND

Due to loss of Rs. 1253.26 Lakhs in the year your Directors regret their inability torecommend any dividend for financial year 2015-16.

DEPOSITS

The Company has not accepted any deposits described under Chapter V of the CompaniesAct 2013 from public during the period under report.

MANAGEMENT DISCUSSION AND ANALYSIS

Pursuant to Regulation 18 (3) sub-regulation B of Schedule V of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 management discussion andanalysis report of financial condition and result of operations has been reviewed by theaudit committee and the same is forming part of this annual report.

CONSOLIDATION OF FINANCIAL STATEMENTS

The Consolidated Financial Statements have been prepared in accordance with theprovisions of the Act read with the Companies (Accounts) Rules 2014 applicableAccounting Standards and the provisions of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 and forms part of the Annual Report.

REVISION IN FINANCIAL STATEMENTS

There has been no revision in the financial statements of the Company during thefinancial year 2015-16.

SUBSIDIARY AND ASSOCIATES COMPANIES

The following may be read in conjunction with the Consolidated Financial Statementsprepared in accordance with Accounting Standard 21. Shareholders desirous of obtaining thereport and accounts of your Company's subsidiaries may obtain the same upon request.Consolidated Financial Statement presented by the Company includes financial informationof subsidiary companies which forms a part of the Annual Report. During the year nocompany became or ceased to be your Company's subsidiary joint venture or associatecompany.

The Policy for determining Material Subsidiaries adopted by your Board in conformitywith SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 can beaccessed on the Company's Website www.jik.co.in

DIRECTORS

Your Company has Six (06) Directors consisting of Four (4) Independent Directors and aChairman & Managing Director and Executive Director & Chief Financial Officer ason March 31 2016.

The composition of the Board meetings of the Board held during the year and theattendance of the Directors have been mentioned in the Report on Corporate Governance inthe Annual Report.

NUMBER OF MEETINGS OF THE BOARD

Regular meetings of the Board are held to discuss and decide on various businesspolicies strategies and other businesses. Due to business exigencies certain businessdecisions are taken by the Board through circulation from time to time.

The Board met six (6) times during the FY 2015-16 viz. on May 25 2015 July 25 2015August 29 2015 August 31 2015 November 14 2015 and February 13 2016. Detailedinformation on the meetings of the Board is included in the report on CorporateGovernance which forms part of this Annual Report.

Additionally several committee meetings were held including Audit Committee meetingwhich met Four (4) times during the year.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received necessary declaration from each independent director undersection 149(6) of the Companies Act 2013 that he/she meets the criteria of Independencelaid down in Section 149 (6) of the Companies Act 2013.

Following are the Non-Executive Independent Directors:

1. Shri. Manoj P. Unadkat

2. Shri. Vijay P. Panikar

3. Shri. Arvind M. Shah

4. Smt. Rajeshri D. Patel

MEETING OF INDEPENDENT DIRECTORS

According to regulation 25 of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 all the independent directors met on Tuesday June 162015 to review the performance of non-independent and non-executive directors.

APPOINTMENTS/RESIGNATIONS FROM THE BOARD OF DIRECTORS

Shri. Rajendra G. Parikh (DIN No: 00496747) Chairman and Managing Director retirefrom office by rotation and being eligible offer himself for reappointment at theforthcoming Annual General Meeting of the Company.

Pursuant to the provisions of Section 203 of the Companies Act 2013 read with Rule 8of the Companies (Appointment And Remuneration of Managerial Personnel) Rules 2014 theCompany has appointed Mr. Surendra C Gurav as Executive Director & Chief FinancialOfficer of the Company in Board Meeting dated February 13 2016 with effect from March 012016.

KEY MANAGERIAL PERSONNEL

Pursuant to Sections 196 197 and other applicable provisions of the Companies Act2013 your Directors have appointment Mr. Surendra C Gurav (00485016) as ExecutiveDirector & Chief Financial Officer of the Company from March 01 2016 for fiveconsecutive years.

As required under Section 203 of the Companies Act 2013 the Company has noted thatMr. Rajendra G Parikh Chairman and Managing Director Mr. Surendra C Gurav ExecutiveDirector and Chief Financial Officer and Mrs. Kirti J Damle Company Secretary are the KeyManagerial Personnel of the Company.

FAMILARIZATION PROGRAMME

The Company at its various meetings held during the Financial year 2015-16 hadfamiliarize the Independent Directors with regard to the roles rights responsibilitiesin the Company nature of the industry in which the Company operates the Business modelsof the Company etc. The Independent Directors have been provided with necessary documentsreports and internal policies to familiarize them with the Company's policies proceduresand practices.

RECONSTITUTION OF COMMITTEES

Due to change in designation of Mr. Surendra C. Gurav it was necessary to change thecomposition of all the three Board Committees.

Audit Committee

Sr. No. Name Nature of Directorship Designation in Committee
1. Mr. Arvindkumar Shah Independent Director Chairman
2. Mr. Manoj Unadkat Independent Director Member
3. Mr. Rajendra Parikh Chairman and Managing Director Member

Stakeholder Relationship Committee

Sr. No. Name Nature of Directorship Designation in Committee
1. Mr. Arvindkumar Shah Independent Director Chairman
2. Mrs. Rajeshri Patel Independent Director Member
3. Mr. Rajendra Parikh Chairman and Managing Director Member

Nomination and Remuneration Committee

Sr. No. Name Nature of Directorship Designation in Committee
1. Mrs. Rajeshri Patel Independent Director Chairman
2. Mr. Manoj Unadkat Independent Director Member
3. Mr. Rajendra Parikh Chairman and Managing Director Member

COMMENT ON AUDITOR'S REPORT

The Directors have examined the Auditor’s Report on accounts for the period ended31st March 2016. The Auditor’s Report is self-explanatory and has no qualification.

COMMENT ON SECRETARIAL AUDIT REPORT

Pursuant to provisions of section 204 of the companies Act 2013 the Board ofDirectors of the Company has appointed M/s. Dhirendra Maurya & Associates CompanySecretaries as the Sectetarial Auditor.

The auditor has conducted the secretarial Audit for the financial year 2015-16 and hasprovided the Report thereon. There are no qualifications in the secretarial Audit Report.

Further the Auditor has mentioned in his report that annual filing for the year2013-14 of the Company is pending. It is due to non-availability of E-forms on the MCAsite. As soon as the forms are available on the MCA site the Company will complete thefiling for the above mentioned financial year.

PARTICULAR OF LOAN AND INVESTMENT

The Company has not taken any loan or guarantee and not done any investments in theF.Y. 31 March 2016.

RISK MANAGEMENT

During the Financial Year under review a detailed exercise on Business Risk Managementwas carried out covering the entire spectrum of business operations and the Board has beeninformed about the risk assessment and minimization procedures as required under section134 (n) of the Companies Act 2013. Business risk evaluation and management is an ongoingprocess with the Company.

MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COM PANY

No material changes and commitments affecting the Financial Position of the Companywhich have occurred between the end of the Financial year of the Company to which theFinancial Statement relate and the date of this report.

INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations. Based on the report of Internal Audit function correctiveactions are undertaken in the respective areas and thereby strengthen the controls.Significant audit observations and corrective actions thereon are presented to the AuditCommittee of the Board.

During the year under review no material or serious observation has been received fromthe Internal Auditors of the Company for inefficiency or inadequacy of such controls.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company is not required to constitute a Corporate Social Responsibility Committeeas it does not fall within the purview of Section 135(1) of the Companies Act 2013 andhence it is not required to formulate policy on corporate social responsibility.

CONTRACT AND ARRANGEMENT WITH RELATED PARTIES

The particulars of related party transactions are stated in the note no.7 in Part B ofNotes financial statements of this report.

All related party transactions that were entered into during the financial year were onan arm's length basis and were in the ordinary course of business of the Company. Thereare no materially significant related party transactions made by the Company with itsPromoters Directors Key Managerial Personnel or other designated persons which may havea potential conflict with the interest of the Company at large and hence discloure inform AOC-2 is not required.

The Related Party Transactions Policy of the Company approved by the Board of Directorsof the Company (the "Board") is displayed on website of the Company atwww.jik.co.in.

COMMITTEES OF THE BOARD

The Company has several committees which have been established as a part of the goodcorporate governance practices and are in compliance with the requirements of the relevantprovisions of applicable laws and statutes.

Company has following Committees of the Board

Audit Committee

Nomination and Remuneration Committee

Stakeholder Relationship Committee

Committee of Independent Directors

BOARD EVALUATION

In Compliance with the provisions of the Act the Board evaluated its own performanceduring the year under report along with that of its various Committees and its individualDirectors. The Independent Directors also reviewed the performance of the Non-IndependentDirectors of the Company.

REMUNERATION POLICY

The Board of Directors of the Company has adopted a Remuneration Policy for determiningqualifications positive attributes and independence of a Director and criteria forDirector's appointment and remuneration. The same is available on the website of theCompany www.jik.co.in.

REMUNERATION FOR THE CEO AND MANAGING DIRECTOR

Mr. Rajendra G Parikh Chairman and Managing Director of the Company have not drawn anyremuneration during the period ended March 31 2016.

CORPORATE GOVERNANCE

As required by Schedule V(C) of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 a detailed report on Corporate Governance is given as apart of the Annual Report. The Company is in compliance with the requirements anddisclosures that have to be made in this regard. The Auditors' Certificate of thecompliance with Corporate Governance requirements by the Company is attached to the Reporton Corporate Governance.

WHISTLEBLOWER POLICY

The Company's Whistleblower Policy encourages Directors and employees to bring to theCompany's attention instances of unethical behavior actual or suspected incidents offraud or violation of the JIK Code of Conduct that could adversely impact the Company'soperations business performance and / or reputation. The Policy provides that the Companyinvestigates such incidents when reported in an impartial manner and takes appropriateaction to ensure that the requisite standards of professional and ethical conduct arealways upheld. It is the Company's Policy to ensure that no employee is victimized orharassed for bringing such incidents to the attention of the Company. The practice of theWhistleblower Policy is overseen by the Audit Committee of the Board and no employee hasbeen denied access to the Committee. The Whistleblower Policy is available on theCompany's corporate website www.jik.co.in.

SEXUAL HARRASEMENT POLICY

The Company is an equal employment opportunity company and is committed to create ahealthy working environment that enables employees to work without fear of prejudicegender bias and sexual harassment. The Company also believes that all employees of theCompany have the right to be treated with dignity. The Company has in place a policy onprevention of sexual harassment of its employees at the workplace. The Sexual HarassmentPolicy is available on the Company's website www.jik.co.in.

CODE OF CONDUCT

The Board had laid down a code of conduct for all Board members and senior managementof the Company. The Code of Conduct has been hosted on the website (www.jik.co.in) of theCompany. The Board members and senior management personnel have affirmed compliance withthe Code of Conduct of the Company in the year under review.

POLICY FOR DETERMINING MATERIALITY FOR DISCLOSURES

As per the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015the policy on determination on materiality of events has been approved by the Board ofDirectors in its meeting held on February 13 2016. This policy is also available on thewebsite of the Company: www.jik.co.in.

POLICY ON PRESERVATION OF DOCUMENTS

As per the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015the policy on preservation of documents has been approved by the Board of Directors in itsmeeting held on February 13 2016. This policy is also available on the website of theCompany: www.jik.co.in.

AUDITORS

The Auditors M/s. Motilal & Associates. Chartered Accountants were appointedwith your approval at the 22 AGM to hold such office till the conclusion of the 25 AGM.The Board in terms of Section 139 of the Act on the recommendation of the AuditCommittee has recommended for the ratification of the Members the appointment of M/s.Motilal & Associates. Chartered Accountants from the conclusion of the ensuing AGMtill the conclusion of the 24 AGM.

M/s Motilal & Associates Chartered Accountants have confirmed to the Company thattheir appointment satisfies the criteria prescribed in section 141 of the Act and are notdisqualified to be re-appointed.

SECRETARIAL AUDIT REPORT

As a measure of good corporate governance practice the Board of Directors of theCompany appointed M/s Dhirendra Maurya & Associates Practicing Company Secretary toconduct the Secretarial Audit. The Secretarial Audit Report for the financial year endedMarch 31 2016 is provided as Annexure B to the Directors' Report.

EXTRACT OF ANNUAL RETURN

The information required under Section 134 of the Act read with Rule 12 of theCompanies (Management and Administration) Rules 2014 is annexed as Annexure A.

REVIVIAL AND REHABILITATION

As the Company's net worth has been completely eroded as on March 31 2015 the companyhas become a Sick Industrial Company in terms of the Sick Industrial Companies (SpecialProvision) Act 1985. A reference in respect of the same has been filed with the Board forIndustrial and Financial Reconstruction as per the provision of Section 15 of the SickIndustrial Companies (Special Provision) Act 1985 & the same has been registered bythe Board. Further Operating Agency (OA) has been appointed by the Board.

As a part of modernizing its manufacturing operations the Company has decided to givegreater focus on better margin cold room activities and partially outsource hot roomactivities and is in process to carry out necessary changes to modernize and improve themanufacturing activities.

Management is under process to incur capex towards refurbishment of plant and machineryas required and to replace the machinery with improved technology. The Company is in theprocess of finding solutions to unlock the value.

The Company is expanding into Handicrafts Arts Eco-Friendly Products and hotel supply& glass jewellery business. The Company is considering demerger for certain activitieswhich will support in rehabilitation and value addition including but not limited torestructuring of the capital.

PARTICULARS OF EMPLOYEE

The Managing Director of the Company has not drawn remuneration in the F.Y. 2016. TheRemuneration of Key Managerial Personnel is one level above the median of employees’remuneration. The information required under Section 197(12) of the Companies Act 2013and the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 areas under:

A statement showing the details of every employee of the Company who was in receipt ofremuneration in excess of Rs. 60 lakhs if employed throughout the year - N.A.

Percentage increase in remuneration of each director KMP and of % increase in medianremuneration of employees - N.A.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING & OUTGO

Particulars as required under Section 134 of the Companies Act 2013 relating toConservation of Energy and Technology Absorption are also provided in the Annexure to thisReport as Annexure C.

DIRECTORS' RESPONSIBILITY STATEMENT

As required under Section 134 of the Companies Act 2013 your Directors confirmhaving:

(a) in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;

(b) the directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe profit and loss of the company for that period;

(c) the directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;

(d) the directors had prepared the annual accounts on a going concern basis; and

(e) the directors in the case of a listed company had laid down internal financialcontrols to be followed by the company and that such internal financial controls areadequate and were operating effectively.

(f) the directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

CASH FLOW STATEMENT

In conformity with the Regulation 53 (b) of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the Cash Flow Statement for the financial year ended 31stMarch 2016 is annexed herewith.

DEMATERIALISATION OF SHARES

The Shares of the Company have been admitted in dematerialized form for trading by theNational Securities Depository Limited (NSDL) and the Central Depository Services (India)Limited (CDSL) under the ISIN: INE026B01049 and they are compulsorily traded indematerialized form.

As on 31st March 2016 a total of 71362339 equity shares of the Company which form98.24% of the equity share capital stand dematerialized.

LISTING OF SECURITIES OF COMPANY

The equity shares of your Company continue to be listed on The Bombay Stock ExchangeLimited and the National Stock Exchange of India Limited. The Annual Listing Fees arepaid.

ACKNOWLEDGEMENT

Your Directors wish to acknowledge all their stakeholders and are grateful for theexcellent support received from the Shareholders Government authorities esteemedclients customers and other business associates. Your Directors recognise and appreciatethe hard work and efforts put in by all the employees of the Company in a very challengingenvironment.

For and on behalf of the Board
Place: Thane Rajendra G. Parikh
Dated: July 01 2016 Chairman & Managing Director

II.PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

All the business activities contributing 10 % or more of the total turnover of thecompany shall be stated:-

Sr. No. Name and Description of main products / services NIC Code of the Product/ service % to total turnover of the company
1 Manufacturing Sales of Glassware & allied products 3038 96.30

III. PARTICULARS OF HOLDING SUBSIDIARY AND ASSOCIATE COMPANIES

Sr. No. NAME AND ADDRESS OF THE COMPANY CIN / GLN HOLDING / SUBSIDIARY/ ASSOCIATE % of shares held Applicable Section
1 Shah Pratap Industries Private Limited. 16 Gundecha Chambers Nagindas Master Road Fort Mumbai - 400023 U29290MH1963PTC012561 SUBSIDIARY 94.54 2(87)
2 I A And I C Private Limited. 16 Gundecha Chambers Nagindas Master Road Fort Mumbai - 400023 U24139MH1962PTC012366 SUBSIDIARY 98.07 2(87)
3 Glassworks Trading Private Limited. 16 Gundecha Chambers Nagindas Master Road Fort Mumbai - 400023 U52190MH2009PTC198007 SUBSIDIARY 100.00 2(87)

IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)

i) Category-wise Share Holding

Category of Shareholders No. of Shares held at the beginning of the year No. of Shares held at the end of the year 31/03/2016
01/04/2015 % Change during the year
Demat Physical Total % of Total Shares Demat Physical Total % of Total Shares
A. PROMOTER'S
(1) INDIAN
(a) individual* 18135697 0 18135697 24.97 20635697 0 20635697 28.44 0
(b) Central Govt.
(c) State Govt(s). 0 0 0 0 0 0 0
(d) Bodies Corpp. 15000000 0 15000000 20.65 12500000 0 12500000 17.21 0
(e) FIINS/BANKS. 0 0 0 0 0 0 0
(f) Any Other 0 0 0
Sub-total (A) (1):- 33135697 0 33135697 45.616 33135697 0 33135697 45.616 0
(2). FOREIGN
(a) Individual 0 0 0 0 0 0 0
NRI / For Ind
(b) Other
Individual
Bodies 0 0 0 0 0 0 0
Corporates
(d) Banks / FII 0 0 0 0 0 0 0
(e) Qualified Foreign Investor 0 0 0 0 0 0 0
(f) Any Other Specify 0 0 0 0 0 0 0
Sub-total (A) (2):- 0 0 0 0 0 0 0 0 0
Total shareholding of Promoter (A) = (A)(1)+(A)(2) 33135697 0 33135697 45.616 33135697 0 33135697 45.616 0

* Inter se promoter transfer has been done on 23.03.2016.This details are as per theDisclosure given to the stock exchanges under Regulation 29(2) of SEBI (SubstantialAcquisition of Shares and Takeovers) Regulations 2011 and under Regulation 7(2) read withRegulation 6(2) of SEBI (Prohibition of Insider Trading) Regulations 2015.

(B) (1). PUBLIC SHARE HOLDING Demat Physical Total % of Total Shares Demat Physical Total % of Total Shares % Change during the year
(a) Mutual Funds 0 0 0 0 0 0 0
(b) Banks / FI 554965 1402 556367 0.766 554965 1402 556367 0.766 0
Central Govt. 312621 0 312621 0.43 312621 0 312621 0.43 0
(d) State Govt. 0 0 0 0 0 0 0 0 0
(e) Venture Capital Funds 0 0 0 0 0 0 0
(f) Insurance Companies 14470 0 14470 0.02 14470 0 14470 0.02 0
(g) FIIs 0 0 0 0 0 0 0
(h) Foreign Venture Capital Funds 0 0 0 0 0 0 0
(I) Others (specify) 0 0 0 0 0 0 0
Sub-total (B)(1):- 882056 1402 883458 1.216 882056 1402 883458 1.216 0

 

(B) (1). PUBLIC SHARE HOLDING Demat Physical Total % of Total Shares Demat Physical Total % of Total Shares % Change during the year
B(2) Non-
Institutions
(a) BODIES CORP.
(I) Indian 12048650 44999 12093649 16.649 11698940 4999 11743939 16.167 0.48
(ii) Overseas
(b) Individuals
(I) Individual shareholders holding nominal share capital upto Rs.1 lakh 5926676 322865 6249541 8.603 5921310 322865 6244175 8.595 -0.007
(ii) Individual shareholders holding nominal share capital in excess of Rs.1 lakh 18815247 880846 19696093 27.114 19342536 880846 20223382 27.840 0.726
(c) Other(specify)
Non Resident Indians 386927 28500 415427 0.572 366092 28500 394592 0.543 -0.029
Overseas Corporate Bodies 0 0 0 0 0 0 0
Foreign Nationals 0 0 0 0 0 0 0 0 0
Clearing Members 167086 0 167086 0.230 15708 0 15708 0.022 -0208
Trusts 0 0 0 0 0 0 0 0 0
Foreign Bodies - D R 0 0 0 0 0 0 0 0 0
Sub-total (B)(2):- 37344586 1277210 38621796 53.168 37344586 1277210 38621796 53.16 0.00
Total Public Shareholding (B)=(B)(1)+ (B)(2) 38226642 1278612 39505254 54.384 38226642 1278612 39505254 54.384 1.215
C. Shares held by Custodian for GDRs & ADRs 0 0 0 0 0 0 0 0 0
Grand Total (A+B+C) 71362339 1278612 72640951 100.00 71362339 1278612 72640951 100.00 0

(ii) Shareholding of Promoters

Sr. No. Shareholder's Name Shareholding at the beginning of the year 01/04/2015 Share holding at the end of the Year 31/03/2016
No. of Shares % of total Shares of the company % of Shares Pledged/ encumb- ered to total shares No. of Shares % of total Shares of the company % of Shares Pledged/ encumb- ered to total shares % change in share holding during the year
1 JAGRUTI SECURITIES LTD 13500000 18.585 11000000 15.14 0 -3.44
2 KORPUS FINANCIAL PVT LTD. 1500000 2.065 1500000 2.065 0 0
3 RAJENDRA G PARIKH 8900900 12.25 8900900 12.25 0 0
4 JAGRUTI R PARIKH 9258785 12.75 0.03 *11758785 *16.19 0.03 3.44
5 ADITYA R PARIKH 1012 0.001 0.0011 1012 0.001 0.0011 0

(iii) Change in Promoters' Shareholding (please specify if there is no change)

Sr. No. Shareholder's Name Shareholding at the beginning of the year 01/04/2015 Share holding at the end of the Year 31/03/2016
No. of Shares % of total Shares of the company Date No. of Shares Increase/ Decrease Reason No. of Shares % change in share holding during the year
1 Jagruti Securities Limited 13500000 18.585 01/04/2015 -2500000 Inter se promoter transfer 11000000 15.14
2 Jagruti R Parikh* 9258785 12.712 01/04/2015 +2500000 Inter se promoter transfer 11758785 16.19

* Inter se promoter transfer has been done on 23.03.2016.This details are as per theDisclosure given to the stock exchanges under Regulation 29(2) of SEBI (SubstantialAcquisition of Shares and Takeovers) Regulations 2011 and under Regulation 7(2) read withRegulation 6(2) of SEBI (Prohibition of Insider Trading) Regulations 2015.

(iv) Shareholding Pattern of top ten Shareholders (other than Directors Promoters andHolders of GDRs and ADRs):

Sr. No. For each of Top Shareholders Shareholding at the beginning of the Year Shareholding at the end of the Year
No. of Shares % of total Shares of the Company No. of Shares % of total shares of the Company
1. Padma Impex Private Limited 2500000 3.44% 2500000 3.44%
2. Comfort Securities Ltd* 2500000 3.44% 2500000 3.44%
3. Jaihanuman Multi Agencies Pvt Ltd 2750000 3.79% 2750000 3.79%
4. Ans Pvt Limited 744093 1.02% 716638 0.99%
5. Atul Finance And Investment Service 1521315 2.09% 1521315 2.09%
6. Kamlesh Jayantilal Shah 550000 0.76% 550000 0.76%
7. Bhamribai Bhavarlal Jain 917567 1.26% 3422901 4.71%
8. Patel Sunil Sumanbhai 2120758 2.92% 9725 0.013%
9. Hiren Arvind Parmar 1600000 2.20% 1600000 2.20%
10. Dilip Jayantilal Shah 550000 0.76% 550000 0.76%
11. Rashmi Kamlesh Shah 1050000 1.45% 1050000 1.45%

* Inter se promoter transfer has been done on 23.03.2016.This details are as per theDisclosure given to the stock exchanges under Regulation 29(2) of SEBI (SubstantialAcquisition of Shares and Takeovers) Regulations 2011 and under Regulation 7(2) read withRegulation 6(2) of SEBI (Prohibition of Insider Trading) Regulations 2015 For Inter sepromoter transfer comfort Securities Limited was the Broker.

(v) Shareholding of Directors and Key Managerial Personnel:

Sr. No. For Each of the Directors and KMP Shareholding at the beginning of the Year Shareholding at the end of the Year
No. of Shares % of total Shares of the Company No. of Shares % of total shares of the Company
1 Rajendra G. Parikh

8900900

12.253

8900900

12.253

2 Manoj P. Unadkat

66

0.00

66

0.00

3 Surendra C. Gurav - - - -
4 Vijay P. Panikar 15230 0.020 15230 0.020
5 Arvind M. Shah

-

-

-

-

6 Rajeshri D. Patel

-

-

-

-

7 Kirti J Damle - - - -

V. INDEBTEDNESS

Indebtedness of the Company including interest outstanding/accrued but not due forpayment

Secured Loans excluding deposits Unsecured Loans Deposits Total Indebtedness
Indebtedness at the beginning of the financial year
I) Principal Amount 24572762.90 - 24572762.90
ii) Interest due but not paid
iii) Interest accrued but not due
Total (i+ii+iii) 24572762.90 24572762.90
Change in Indebtedness during the financial year
Addition 3759680.22 3759680.22
Reduction 58324.30 58324.30
Net Change 3701355.92 3701355.92
Indebtedness at the end of the financial year
I) Principal Amount 28274118.82 28274118.82
ii) Interest due but not paid
iii) Interest accrued but not due
Total (i+ii+iii) 28274118.82 28274118.82

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Remuneration to Managing Director Whole-time Directors and/or Manager:

Sl. no. Particulars of Remuneration Name of MD/WTD/ Manager
Mr. S. C. Gurav*
Executive Director & CFO Total Amount
1. Gross salary 20000 - - - 20000
(a) Salary as per provisions contained in section 17(1) of the Income-tax Act1961
(b) Value of perquisites u/s 17(2) Income-tax Act 1961
(c) Profits in lieu of salary under section 17(3) Income- tax Act 1961
2. Stock Option - - - - -
3. Sweat Equity - - - - -
4. Commission - - - - -
- as % of profit
- others specify…
5. Others please specify - - - - -
Total (A) 20000 - - - 20000
Ceiling as per the Act - - - - -

* w.e.f - 1st March 2016

B. Remuneration to other directors:

Sl. no. Particulars of Remuneration Name of Directors Total Amount
1. Independent Directors - - - - -
Fee for attending board committee meetings
Commission
Others please specify
Total (1) - - - - -
2. Other Non-Executive Directors
Fee for attending board committee meetings
Commission
Others please specify - - - - -
Total (2) - - - - -
Total (B)=(1+2) - - - - -
Total Managerial Remuneration - - - - -
Overall Ceiling as per the Act - - - - -

C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/MANAGER/WTD

Sr. no. Particulars ofRemuneration Key Managerial Personnel
CEO CS CFO Total
1. Gross salary
(a) Salary as per provisions contained in section 17(1) of the Income-tax Act 1961 - 357885 - 357885
(b) Value of perquisites u/s 17(2) Income-tax Act 1961 Profits in lieu of salary under section 17(3) Income-tax Act 1961
2. Stock Option - - - -
3. Sweat Equity - - - -
4. Commission
- as % of profit
- others specify… - - - -
5. Others please specify - - - -
Total - 357885 - 357885

Annexure B - Secretarial Audit report

Form No. MR-3

SECRETARIAL AUDIT REPORT

For the financial year ended 31st March 2016

[Pursuant to Section 204(1) of the Companies Act 2013 and Rule No. 9 of the Companies

(Appointment and Remuneration of Managerial Personnel) Rules 2014]

To

The Members

JIK Industries Limited

CIN: L65990MH1990PLC056475

Regd. Off: Pada No.3 Balkum Village

Thane West Thane - 400608 Maharashtra

India

I have conducted the secretarial audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by M/s. JIK Industries Limited(hereinafter called the "Company"). Secretarial Audit was conducted in a mannerthat provided us a reasonable basis for evaluating the corporate conducts/statutorycompliances and expressing my opinion thereon.

Based on my verification of the Company's books papers minute books forms andreturns filed and other records maintained by the Company and also the informationprovided by the Company its officers agents and authorized representatives during theconduct of secretarial audit I hereby report that in my opinion the Company has duringthe audit period covering the financial year ended 31st March 2016 complied with thestatutory provisions listed hereunder and also that the Company has proper Board-processesand compliance-mechanism in place to the extent in the manner and subject to thereporting made hereinafter:

I have examined the books papers minute books forms and returns filed and otherrecords maintained by the Company as given in "Annexure-I" for thefinancial year ended on 31st March 2016 according to the provisions of:

(I) The Companies Act 2013 (the Act) and the rules made thereunder and the applicableprovisions of the Companies Act 1956;

(ii) The Securities Contracts (Regulation) Act 1956 ('SCRA') and the rules made thereunder;

(iii) The Depositories Act 1996 and the Regulations and Bye-laws framed there under;

(iv) Foreign Exchange Management Act 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment Overseas Direct Investment and ExternalCommercial Borrowings

(v) The following Regulations and Guidelines prescribed under the Securities andExchange Board of India Act 1992 ('SEBI Act'):- a. The Securities and Exchange Board ofIndia (Substantial Acquisition of Shares and

Takeovers) Regulations 2011;

b. The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 1992 (Upto 14th

May 2015) and Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 2015 (effective 15th May 2015);

c. The Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements) Regulations 2009 [Not applicable to the Company during the Audit periodas the company has not made any further issue of the shares];

d. The Securities and Exchange Board of India (Share Based Employee Benefits)Regulations 2014 [Not applicable to the Company during the Audit period as the companyhas not introduced any such scheme];

e. The Securities and Exchange Board of India (Issue and Listing of Debt Securities)Regulations 2008 [Not applicable to the Company during the Audit period as the companyhas not issued and listed any Debt Securities];

f. The Securities and Exchange Board of India (Registrars to an Issue and ShareTransfer Agents)

Regulations 1993 regarding the Companies Act and dealing with client [Notapplicable as the Company is not registered as Registrar to Issue and Share Transfer Agentduring the period under review]; g. The Securities and Exchange Board of India(Delisting of Equity Shares) Regulations 2009 (Not applicable to the Company duringthe Audit period as the company has not delisted / proposed to delist its Equity Sharesfrom the Stock Exchange); and

h. The Securities and Exchange Board of India (Buyback of Securities) Regulations 1998(Not applicable to the Company during the Audit period as the company has not broughtback / nor proposed to buy-back any of its Securities);

(vi) I have relied on the Representation made by the company and its officers forsystems and mechanism formed by the company for compliance under other applicable ActsLaws & Regulations to the Company. The Compliance of the provisions of Corporate andother applicable laws rules regulations standards is the responsibility of themanagement. My examination was limited to the verification of procedure on test basis. Thelist of major head/ groups of Acts Laws and Regulations as generally applicable to thecompany is given in

"Annexure-II".

I have also examined compliance with the applicable clauses of the following:

(i) Secretarial Standards with regard to meeting of Board of Directors (SS-1) andGeneral Meetings (SS-2) issued by The Institute of Company Secretaries of India and madeeffective from 1st July 2015.

(ii) The Listing Agreement entered into by the Company with BSE Limited & SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 made effective 1stDecember 2015.

iii) Board for Industrial and Financial Reconstruction (BIFR) has sanctioned theRehabilitation Scheme of the Company in terms of Section 19(3) read with Section 18 (4) ofSICA having scheme period 2008-2017. As the Company's net-worth has been completely erodedas on 31st March 2015 the Company has become a sick industrial undertaking in terms ofThe Sick Industrial Companies (Special Provision) Act 1985. A reference in respect of thesame has been made and filed with the Board for Industrial and Financial Reconstruction asper the provisions of Section 15 of the Sick Industrial Companies (Special Provisions)Act 1985 & has been registered by the Board.

During the period under review the Company has complied with the provisions of theAct Rules Regulations Guidelines Standards etc. mentioned above except to the extentas mentioned below:

i. Annual filling for the financial year 2013-14 and also Return of AGM under section121 of the Companies Act 2013 for the said FY is pending.

ii. Respective e-forms with ROC are pending for increase of Authorised Share Capitaldue to litigation of non-implementation of Hon'ble BIFR orders by Ministry of CorporateAffairs & others for which Hon'ble Bombay High Court has directed MCA & others toconsider the matter and inform accordingly to which their reply is awaited since longperiod.

I further report that:

• The Board of Directors of the Company is duly constituted with proper balance ofExecutive Directors Non Executive Directors and Independent Directors.

• The changes in the composition of Board of Directors that took place during theperiod under review were carried out in compliance with the provisions of the Act.

• Adequate notice was given to all Directors to schedule the Board meetingsagenda and detailed notes on agenda were sent generally seven days in advance and asystem exists for seeking and obtaining further information and clarification on theagenda items before the meeting and for meaningful participation at the meeting.

• Majority decision is carried through while the dissenting members view's ifany are captured and recorded as part of the minutes.

I further report that based on review of compliance mechanism established by theCompany and on the basis of the Compliance Certificate(s) issued by the Company Secretaryand taken on record by the Board of Directors at their meeting(s) we are of the opinionthat there are adequate systems and processes in the Company which is commensurate withthe size and operations of the Company to monitor and ensure compliance with applicablelaws rules regulations and guidelines.

As informed the Company has responded appropriately to notices received fromvarious statutory / regulatory authorities including initiating actions for correctivemeasures wherever found necessary.

I further report that during the audit period the company has not undertaken event/ action having a major bearing on the Company's affairs in pursuance of the abovereferred laws rules regulations guidelines standards etc referred to above.

For Dhirendra Maurya & Associates

Company Secretaries

Dhirendra R. Maurya

Proprietor

Mem. No: A22005

C.P. No.: 9594

Place : Mumbai

Date : 1st July 2016

Annexure-I

In my opinion and to the best of my information and according to the examinationscarried out by me and explanations furnished and representations made to me by thecompany its officer and agents I report that the Company has during the financial yearunder review complied with the provisions of the Acts the Rules made thereunder theMemorandum of Association & Articles of Association of the Company with regard to:-

1. Minutes of the Meetings of the Board of Directors Committee meetings held duringthe financial year under review;

2. Minutes of the General body meeting held during the financial year under review;

3. Maintenance of various statutory Registers and documents and making necessaryentries therein;

4. Notice and Agenda papers submitted to all the directors for the Board meetings;

5. E-forms filed by the Company from time-to-time under applicable provisions of thecompanies Act 2013 and attachments thereof during the financial year under review;

6. Intimations / documents / reports / returns filed with the stock Exchanges pursuantto the provisions of Listing Agreement during the financial year under review;

7. Declarations received from the Directors of the Company pursuant to the provisionsof section 184 of the companies Act 2013 and attachments thereto during the financialyear under review;

8. Appointment and remuneration of Internal & Statutory Auditor;

9. Closure of Register of members. However the company has not declared any dividend.

For Dhirendra Maurya & Associates

Company Secretaries

Dhirendra R. Maurya

Proprietor

Mem. No: A22005

C.P. No.: 9594

Place : Mumbai

Date : 1st July 2016

Annexure-II

List of Applicable laws to the Company:

1. Factories Act 1948;

2. Employees Provident Funds & Miscellaneous Provisions Act 1952;

For Dhirendra Maurya & Associates

Company Secretaries

Dhirendra R. Maurya

Proprietor

Mem. No: A22005

C.P. No.: 9594

Place : Mumbai

Date : 1st July 2016

To

The Members

JIK Industries Limited

(CIN: L65990MH1990PLC056475)

Regd. Off: Pada No.3 Balkum Village

Thane West Thane - 400608 Maharashtra

India

Our Secretarial Audit Report of even date is to be read along with this letter:

Management's Responsibility:

1. It is the responsibility of the management of the Company to maintain secretarialrecords devise proper systems to ensure compliance with the provisions of all applicablelaws and regulation and to ensure that the systems are adequate and operate effectively.

Auditor's Responsibility

2. Our responsibility is to express an opinion on these secretarial records standardsand procedures followed by the Company with respect to secretarial compliance.

3. We believe that audit evidence and information obtained from the Company'smanagement is adequate and appropriate for us to provide a basis for our opinion.

4. Wherever required we have obtained the management representation about thecompliance of laws rules and regulations and happening of events etc.

Disclaimer

5. The secretarial audit report is neither an assurance as to the future viability ofthe Company nor of the efficacy or effectiveness with which the management has conductedthe affairs of the Company.

For Dhirendra Maurya & Associates

Company Secretaries

Dhirendra R. Maurya

Proprietor

Mem. No: A22005

C.P. No.: 9594

Place : Mumbai

Date : 1st July 2016

ANNEXURE C - TO DIRECTORS' REPORT

Statement pursuant to Section 134 of the Companies Act 2013

Form of Disclosure of particulars with respect to Conservation of Energy

Period ended Period ended
31st March 2016 31st March 2015
A. Power and fuel consumption
1. Electricity:
(a) Purchased
Units (KWH) 30482 14280
Total Amount (Rs) 318538 140372
Rate per Unit (Avg.) 10.49 9.83
(b) Own generation
(I) Through diesel generator:
Units (KWH) 2417 2912
Units per Ltr. of Diesel oil 4.50 4.50
Cost per unit (Rs.) 12.56 13.75
2. Coal (specify quality and where used) Nil Nil
3. Furnace Oil/Gas Nil Nil
4. Others / Internal Generation Nil Nil

Consumption per unit of production:

It is not feasible to maintain product-wise energy consumption data since range ofproducts having different energy requirements is being manufactured.

Disclosure of particulars with respect to Technology Absorption adoption andInnovation.

The Company has done Development Activity in designs and developments of products.

Technology Imported: a)Technology imported from Reci Industri AB of Sweden andLindhsammar Glasbruk AB of Sweden. b)Year of import during 1996-97 and 1997-98respectively. c)Has Technology been fully absorbed: Yes. d)If not fully absorbed reasonsand future course of action: NA

Annexure D.

FOREIGN EXCHANGE EARNINGS & OUTGOING:

Total Foreign Exchange used and Earned:

(Rs. in Lakhs)

Period ended Period ended
31st March 2016 31st March 2015
I. Total foreign exchange used Nil Nil
ii. Total foreign exchange earned Nil 0.96