Your Directors are pleased to present herewith Twenty Seventh Annual Report togetherwith the Audited Statements of Accounts of the Company for the year ended 31stMarch 2019.
STATE OF THE COMPANY'S AFFAIRS:
Standalone Financial Information of JIK Industries Limited is as follows:
| || |
Amount (Rs. In Lakhs)
| ||Year Ended ||Year Ended |
|PARTICULARS || || |
| ||31.03.2019 ||31.03.2018 |
|Sales for the year ||22.43 ||32.75 |
|Other Income ||1.44 ||0.00 |
|Total Income ||23.87 ||32.75 |
|Profit / (Loss) before Financial Expenses Depreciation and Tax ||(103.53) ||(128.03) |
|Less: Financial Expenses ||0.17 ||0.00 |
|Operating Profit / (Loss) before Depreciation & Tax ||(103.70) ||(128.03) |
|Less : Depreciation ||0.88 ||0.17 |
|Profit / (Loss) before Tax ||(104.58) ||(128.20) |
|Less : Provision for Taxation || || |
|Current Tax ||0.00 ||0.00 |
|Deferred Tax ||0.00 ||0.00 |
|Profit/Loss for the period from continuing operations ||(104.58) ||(128.20) |
|Profit/Loss from discontinuing operations ||0.50 ||0.00 |
|Profit/Loss from discontinuing operations after tax ||(104.08) ||(128.20) |
|Other Comprehensive Income ||1.88 ||202.01 |
|Total Comprehensive Income for the year ||(102.20) ||73.82 |
|Earnings Per Share (EPS) || || |
|Basic ||(0.14) ||(0.18) |
|Diluted ||(0.14) ||(0.18) |
Note: The above figures are extracted from the standalone financial statements as perIndian Accounting
Standards (IND AS).
INDIAN ACCOUNTING STANDARDS (Ind AS)
Pursuant to the notification dated February 16 2015 issued by the Ministry ofCorporate Affairs the financial statements have been prepared in compliance with Ind ASas notified by the Ministry of Corporate Affairs and prescribed under Section 133 of theCompanies Act 2013 (hereinafter referred to as "the Act") read with relevantrules made thereunder and other accounting pronouncements generally accepted in India.
Due to continuous losses your Board of Directors regrets their inability to recommendany dividend for the financial year ended 31st March 2019.
The Company has not accepted any deposits from the public falling within the ambit ofSection 73 of the Companies Act 2013 and The Companies (Acceptance of Deposits) Rules2014.
MANAGEMENT DISCUSSION AND ANALYSIS
Pursuant to Regulation 18 (3) sub-regulation B of Schedule V of SEBI (ListingObligation and Disclosure
Requirements) Regulations 2015 management discussion and analysis report of financialcondition and result of operations has been reviewed by the audit committee and the sameis 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.
Your Company has Six Directors consisting of Four Independent Directors (Including oneWoman director) and a Chairman & Managing Director and Executive Director & ChiefFinancial Officer as on March 31 2019.
Shri. Arvind M. Shah independent director has resigned from the Board on May 29 2018due to his age and health issues. Shri. Jignesh A. Shah independent director hasappointed as an additional independent director on June 01 2018 and his term isregularized as a director with effect from September 29 2018.
The composition of the Board meetings of the Board held during the year and theattendance of the Directors has 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 times during the FY 2018-19 viz. on May 29 2018 July 14 2018August 10 2018 November
06 2018 February 07 2019 and March 19 2019.
Detailed information on the meetings of the Board is included in the report onCorporate Governance which forms part of this Annual Report.
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. Smt. Rajeshri D. Patel (Women Director) |
|4. Shri. Jignesh A. Shah |
MEETING OF INDEPENDENT DIRECTORS
Schedule IV of the Companies Act 2013 and also the Rules thereunder and evenRegulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 the independent directors of the Company shall hold at least one meeting in a yearwithout the attendance of non-independent directors and members of the management.
In the current financial year the independent directors met on March 19 2019 toreview the performance of executive directors and the board of directors as a whole.
APPOINTMENTS/RESIGNATIONS FROM THE BOARD OF DIRECTORS
Shri. Surendra C. Gurav (DIN No: 00485016) Executive Director and Chief FinancialOfficer of the Company retire from office by rotation and being eligible offer himselffor reappointment at the forthcoming Annual General
Meeting of the Company.
During the year under review Shri. Arvind M. Shah non-executive independent directorhas resigned from the Board on May 29 2018. The Company has appointed Shri. Jignesh A.Shah as an independent additional director on June 01 2018 and his term is regularized asa director with effect from September 29 2018.
KEY MANAGERIAL PERSONNEL
As required under Section 203 of the Companies Act 2013 the Company has noted thatShri. Rajendra G.
Parikh Chairman & Managing Director Shri. Surendra C. Gurav Executive Director& Chief Financial Officer and Shri. Akash Jain Company Secretary & ComplianceOfficer of the Company are
Personnel of the Company.
During the year Smt. Kirti J. Damle resigned from the post of Company Secretary andCompliance Officer the Company with effect from January 15 2019.
Pursuant to the Section 203 and other applicable provisions of the Companies Act 2013Shri. Akash Jain has been appointed as Company Secretary and Compliance Officer of theCompany with effect 2019.
The Company at its various meetings held during the Financial year 2018-19 hadfamiliarize the Independent Directors with regard to the roles rights responsibilitiesin the Company nature of the industry in which the Company operates.
APPLICATION FOR STRIKING OFF THE NAME OF SUBSIDIARY COMPANY
During the year the Board of Directors ofJagruti Consultancy Private Limited (Formerlyknown as Glassworks Trading Private Limited) a subsidiary company of JIK IndustriesLimited has decided to remove the name of the company from the Register of Companiesbecause the Company has been inoperative for the past two years.
Pursuant to the Section 248 and other applicable provisions of the Companies Act 2013the Board subject to the approval of members of the company in their Extra OrdinaryGeneral Meeting held on 28.03.2019 had made an application to the Registrar of CompaniesMumbai for striking off the name of the Company from the Register of Companies.
CLOSE DOWN THE MANUFACTURING ACTIVITY OF THE COMPANY
The Board of Directors of the Company has decided in their Board Meeting held on 27thMay 2019 to close down its manufacturing facilities at Thane and will continue thebusiness operations with focus on the trading activities.
CHANGE IN REGISTERED OFFICE OF SUBSIDIARY COMPANY
Pursuant to the provisions of Section 12 of Companies Act 2013 read with Rule 27 ofthe Companies
(Incorporation) Rules 2014 the situation of registered office of I. A. And I.C.Private Limited & Shah Pratap
Industries Private Limited(a subsidiary companies of JIK Industries Limited) hasshifted to Pada No. 3 Balkum
Village Thane West Maharashtra 400608 with effect from 20th March 2019.
RECONSTITUTION OF COMMITTEES
Due to resignation of Shri. Arvind M. Shah on May 29 2018 the Audit Committee and theStakeholder Relationship Committee has been reconstituted on July 14 2018 as per therequirements of the Companies Act 2013 and guidelines set out in LODR Regulations 2015.
|Sr. No. ||Name of Members ||Nature of Directorship ||Designation in Committee |
|1 ||Smt. Rajeshri D. Patel ||Independent Director ||Chairman |
|2 ||Shri. Manoj P. Unadkat ||Independent Director ||Member |
|3 ||Shri. Rajendra G. Parikh ||Chairman & Managing Director ||Member |
STAKEHOLDER RELATIONSHIP COMMITTEE
|Sr. No. ||Name of Members ||Nature of Directorship ||Designation in Committee |
|1 ||Shri. Jignesh A. Shah ||Independent Director ||Chairman |
|2 ||Smt. Rajeshri D. Patel ||Independent Director ||Member |
|3 ||Shri. Rajendra G. Parikh ||Chairman & Managing Director ||Member |
Due to appointment of Smt. Rajeshri D. Patel on May 27 2019 as a Member of Nomination& Remuneration Committee in place of Shri. Rajendra G. Parikh the Nomination &Remuneration Committee has been reconstituted on May 27 2019 as per regulation 19 (1) (b)of Chapter IV of LODR Regulation 2015.
NOMINATION AND REMUNERATION COMMITTEE
|Sr. No. ||Name of Members ||Nature of Directorship ||Designation in Committee |
|1 ||Shri. Manoj P. Unadkat ||Independent Director ||Chairman |
|2 ||Shri. Vijay P. Panikar ||Independent Director ||Member |
|3 ||Smt. Rajeshri D. Patel ||Independent Director ||Member |
COMMENT ON AUDITOR'S REPORT
The Directors have examined the Auditors' Report on accounts for the period ended 31stMarch 2019. The
Auditors' Report is self-explanatory and has no qualification.
Pursuant to provisions of Section 204 of the Companies Act 2013 the Board ofDirectors of the Company has appointed M/s. Dhirendra Maurya & Associates PractisingCompany Secretaries as a Secretarial Auditor of the Company.
COMMENT ON SECRETARIAL AUDIT REPORT
The auditor has conducted the secretarial audit of the company for the financial year2018-19 and has provided the report thereon. The auditor has commented on the followingpoints:
a. The auditor has noted down about compounding application which is filed by thecompany as the
Company took cognizant of inadvertent procedural gap which is followed for amendment inmain object clause of Memorandum of Association. The ROC order in the matter is awaited.
b. The auditor has also noted that about the order received from Hon'ble SAT datedMarch 16 2018 with respect to delay in filing of shareholding pattern for the quarterended December 2014 in which after the directions of Hon'ble SAT National Stock Exchangeof India Limited (NSE) vide letter dated
July 3 2018 has examined and accepted the request for waiver of fine by Company.
c. The auditor has reported that as directed by SEBI National Stock Exchange IndiaLimited (NSE) has conducted forensic audit with respect to suspected shell companies. Theforensic auditor has submitted its report to the exchange and it is observed that theyhave made observations in its report. The exchange vide its letter in April 2019 hadasked the company to provide clarification against the audit observation. The Company videits letter in May 2019 has submitted its reply to the observations raised in the forensicaudit report.
PARTICULAR OF LOAN AND INVESTMENT
The Company has not taken any loan or guarantee and not done any investment in the F.Y. 31st March 2019.
During the Financial Year under review an exercise was carried out covering thespectrum of business operations and the same has been mentioned in the ManagementDiscussion and Analysis section. The Board has been informed about the risk assessment andminimization procedures as required under section 134 (n) of the Companies Act 2013.Business risk evaluation and management is an ongoing process with the Company.
MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY
As on the date of this report the Company has closed down its manufacturing operationat Thane. The Company sees that there will be no major material changes and commitmentsif any affecting the Financial Position of the Company due to closing of manufacturingactivity as the scale of manufacturing operation were very low over last few years.
Pursuant to the provisions of Section 138 of the Companies Act 2013 read withCompanies (Accounts) Rules
2014 the Board on recommendation of the Audit Committee re-appointed M/s. Motilal& Associates Chartered
Accountants Mumbai as Internal Auditor of the Company.
INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY
The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations. As and when required corrective actions are undertaken inthe respective areas. Significant audit observations if any and corrective actionsthereon are presented to the Audit Committee of the Board.
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.
SUBSIDIARY JOINT VENTURES AND ASSOCIATE COMPANIES
I. A. And I.C. Private Limited Shah Pratap Industries Private Limited & DurlabhCommodities Private Limited are a Subsidiary Company of JIK Industries Limited within themeaning of Section 2(87) of the Companies Act 2013 ("Act") as on 31st March2019.
The Company does not have any joint venture or associate company.
Pursuant to the provisions of Section 129(3) of the Act a statement containing salientfeatures of the Financial Statements of the Subsidiary Companies in Form AOC-1 isfurnished in "Annexure A" and is attached to this Report.
CONTRACT AND ARRANGEMENT WITH RELATED PARTIES
The particulars of related party transactions are stated in the Note No 24.18 of Note24 of Notes to the financial statements of this report.
All contracts / arrangements / transactions entered by the Company during the financialyear with related parties were in the ordinary course of business and on an arm's lengthbasis. There have been no materially significant related party transactions between thecompany and the directors the management or the relatives except for those disclosed inthe financial statement.
Information on transaction with related parties pursuant to Section 134 (3) (h) of theAct read with Rule 8 (2) of the Companies (Accounts) Rules 2014 are in "AnnexureB" in Form AOC-2 and the same forms part of this report.
The Company has updated a Related Party Transactions Policy. The Revised Related PartyTransactions Policy of the Company approved by the Board of Directors of the Company (the"Board") is displayed on website of the Company at www.jik.co.in.
COMMITTEES OF THE BOARD
The Company has several committees which have been established as a part of the goodcorporate governance practice and are in compliance with the requirements of the relevantprovisions of applicable laws and statutes.
Company has following Committees of the Board
Nomination and Remuneration Committee
Stakeholder Relationship Committee
Committee of Independent Directors
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.
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
Shri. Rajendra G. Parikh Chairman and Managing Director of the Company have drawn Rs.50000/- p.m. remuneration during the period ended March 31 2019.
Shri. Rajendra G. Parikh is entitled to a monthly remuneration of Rs. 200000/- interms of the resolution passed at the 24th AGM dated August 12 2016. Howeverin the interests of the Company he has elected to draw remuneration of only Rs. 50000/-p.m and waived the balance during the year 2018-19.
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.
The Company has updated a Whistle Blower Policy. The Revised Whistleblower Policy isavailable on the Company's corporate website www.jik.co.in.
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 Chairman of Audit Committee.
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 anchors ethical and legal behaviour within theCompany. The Code of Conduct has been posted on the Company's website www.jik.co.in.
The Board members and senior management personnel have affirmed compliance with theCode of Conduct of the Company in the year under review.
CODE OF PRACTICES & PROCEDURES FOR FAIR DISCLOSURE OF UNPUBLISHED PRICE SENSITIVEINFORMATION
The Company has amended a Code of Practices & Procedures for Fair Disclosure ofUnpublished Price Sensitive Information (the Code) in compliance with SEBI (Prohibition ofInsider Trading) (Amendment) Regulations 2018. The Code of Fair Disclosure shall beeffective from 1st April 2019. The Code has been communicated to the Directors. The Codehas also been posted on the Company's website at www.jik.co.in.
POLICY FOR DETERMINING MATERIALITY FOR DISCLOSURES
As per the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015the policy on determination on materiality of event has been approved by the Board ofDirectors in its meeting and same is available on the website of the Company at www.jik.co.in.
M/s Dhawan & Co. Chartered Accountants Mumbai (FRN: 002864N) have been appointedas the statutory auditors of the Company for a consecutive term of four years by themembers of the company in their Annual General Meeting held on September 29 2018 till theconclusion of the 30th Annual General Meeting to be held in the year 2022.
Pursuant to the provisions of Section 139 of the Companies Act 2013 the Board ofDirectors on the recommendation of the Audit Committee has recommended the ratificationof the auditor appointment in the ensuing AGM and has empowered the Chairman &Managing Director to fix decide and finalize the remuneration of the Auditors.
EXTRACT OF ANNUAL RETURN
The information required under Section 92(3) & 134 of the Companies Act 2013 readwith Rule 12 of the Companies (Management and Administration) Rules 2014 the extract ofannual return is annexed as "Annexure C" in Form MGT-9 andthe same forms part of this report.
ANNUAL SECRETARIAL AUDIT REPORT
As a measure of corporate governance practice the Board of Directors of the Companyappointed M/s Dhirendra
Maurya & Associates Practicing Company Secretary to conduct the Secretarial Auditof the company. The
Secretarial Audit Report for the financial year ended March 31 2019 is provided as"Annexure D" to the Directors' Report.
REVIVAL AND REHABILITATION
The Company was mainly into handmade technology. Our Company has been making continuouslosses years after year and it is practically difficult to continue the manufacturingoperations at Thane. During the year the
Company also discontinued the anodizing activity. With this overall scenario theCompany has decided to close down its manufacturing facilities at Thane with effect from30th May 2019 and will continue the business operations with focus mainly on tradingactivity.
The Company is exploring various avenues for restructuring its capital with a view toenhance shareholders' value. The Company is also exploring other business opportunities inreal estate development warehousing and get into the business segment that will havepotential in the present situation. The Company has been facing various tax and legalissues the Company is hopeful that the major part of the issue to be settled by nextyear. There is a legal issues going on with the subsidiaries of the company. The mattersare going on at various Courts and forums. The Management is undergoing several hardshipsin connection to various matters. The Management is exploring other possibilities forrevival and rehabilitation. The Company has received the order from Register of Companies(ROC) Mumbai granting exemption for payment of ROC fees as per Hon'ble BIFR order.However the Revenue Department Government of Maharashtra has informed its inability togrant relief/ exemption from payment of stamp duty. The Company is taking necessary advicein this matter.
As directed by SEBI National Stock Exchange India Limited (NSE) has conducted forensicaudit with respect to suspected shell companies. The forensic auditor has submitted itsreport to the exchange and it is observed that they have made observations in its report.The exchange vide its letter in April 2019 had asked the company to provide clarificationagainst the audit observation. The Company vide its letter in May 2019 has submitted itsreply to the observations raised in the forensic audit report.
The Company may start the manufacturing activities at Dapoli subject to viability andfeasibility study for setting up the project at Dapoli.
PARTICULARS OF EMPLOYEE
The information required under Section 197(12) of the Companies Act 2013 and theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 are as under:
A Statement showing the details of every employee of the Company who was inreceipt of remuneration in excess of Rs. 60 Lakhs if employed throughout the year N.A.
Percentage increase in remuneration of each director KMP and of % increase inmedian of remuneration 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 provided in the "AnnexureE" and it is attached to this Report.
As the Company has not earned or used any foreign exchange during the financial yearand it is annexed as "Annexure F" to this Report.
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 31st March 2019 is annexedherewith.
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 in dematerialized form.
As on 31st March 2019 a total of equity shares of the Company which form 76.41% ofthe equity share capital stand dematerialized.
LISTING OF SECURITIES OF COMPANY
The equity shares of your Company continue to be listed on Bombay Stock Exchange Ltd.(BSE) and National Stock Exchange of India Ltd. (NSE). The Annual Listing Fees are notpaid.
Your Directors wish to acknowledge to all their stakeholders and are grateful for thesupport received from the Shareholders esteemed clients customers and other businessassociates.
Your Directors recognize and appreciate the hard work and efforts put in by all theemployees of the Company in a very challenging environment.
| ||FOR AND ON BEHALF OF THE BOARD |
| ||RAJENDRA G. PARIKH |
| ||Chairman & Managing Director |
|Place: Thane || |
|Dated: August 10 2019 || |