JIK Industries Ltd.
|BSE: 511618||Sector: Industrials|
|NSE: JIKIND||ISIN Code: INE026B01049|
|BSE 00:00 | 04 Mar||JIK Industries Ltd|
|NSE 05:30 | 01 Jan||JIK Industries Ltd|
JIK Industries Ltd. (JIKIND) - Director Report
Company director report
To the Members
Your Directors are pleased to present herewith Twenty Fifth Annual Report together withthe Audited Statements of Accounts of the Company for the year ended 31stMarch 2017.
State of the Company's Affairs:
Standalone Financial Information ofJIK Industries Limited is as follows:
( Rs. in lakhs)
Due to loss in the year your Directors regret their inability to recommend anydividend for financial year 2016-17. 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 (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 during thefinancial year 2016-17.
ACQUISITION OF NEW COMPANY AND MAKING IT AS WHOLLY OWNED SUBSIDIARYOF THE COMPANY
The Company has acquired the shares of 'Durlabh Commodities Private Limited' in themeeting of the Board of Directors of the Company dated November 11 2016 to expand thebusiness in providing financial and other services and made it wholly owned subsidiary ofthe Company.
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
Your Company has Six Directors consisting of Four Independent Directors and a Chairman& Managing Director and Executive Director & Chief Financial Officer as on March312017.
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 five times during the FY 2016-17 viz. on May 302016 July 012016August 122016 November 112016 and January 212017.
Detailed information on the meetings of the Board is included in the report onCorporate Governance which forms part of this Annual Report.
Additionally several committee meetings were held including Audit Committee meetingwhich met Four 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
4. Smt. Rajeshri D. Patel
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) Regulations 2015 the independent directorsof the Company shall hold at least one meeting in a year without the attendance ofnon-independent directors and members of the management.
In the current financial year the independent directors met on Saturday January 212017 to review the performance of executive directors and the board of directors as awhole.
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.
KEY MANAGERIAL PERSONNEL
As required under Section 203 of the Companies Act 2013 the Company has noted thatMr. Rajendra G Parikh Chairman & Managing Director Mr. Surendra C Gurav ExecutiveDirector & Chief Financial Officer and Mrs. Kirti J Damle Company Secretary &Compliance Officer of the Company are the Key Managerial Personnel of the Company.
The Company at its various meetings held during the Financial year 2016-17 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 with the Company's policies procedures andpractices.
COMMENT ON AUDITORS' REPORT
The Directors have examined the Auditors' Report on accounts forthe period ended 31 stMarch 2017. The Auditors' 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 Secretarial Auditor.
The auditor has conducted the secretarial audit for the financial year 2016-17 and hasprovided the Report thereon. The Company has received a communication during the year fromNSE to pay fine for delay in filing shareholding pattern which belongs to the year 2014in respect of which the Company had once again submitted the necessary clarification toNSE during the year on receipt of the said communication.
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 2017.
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 COMPANY
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. As and when required corrective actions are undertaken inthe respective areas and thereby strengthen the controls. Significant audit observationsif any and corrective actions thereon are presented to the Audit Committee
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 of part B ofNote No.23 of Notes to the 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 disclosure 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 theBoard Audit Committee
Nomination and Remuneration Committee Stakeholder Relationship Committee Committee ofIndependent 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 FORTHE CEO AND MANAGING DIRECTOR
Mr. Rajendra G Parikh Chairman and Managing Director of the Company have not drawn anyremuneration during the period ended March 312017.
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'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's operations business performance and / orreputation. The Policy provides that the Company investigates such incidents whenreported in an impartial manner and takes appropriate action to ensure that the requisitestandards of professional and ethical conduct are always upheld. It is the Company'sPolicy to ensure that no employee is victimized or harassed for bringing such incidents tothe attention of the Company. The practice of the Whistleblower Policy is overseen by theAudit Committee of the Board and no employee has been denied access to the Committee. TheWhistleblower Policy is available on the Company'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 hasin 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 hosted on the website www.jik.co.in of the Company.The Board members and senior management personnel have affirmed compliance with the Codeof 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 event has been approved by the Board ofDirectors in its meeting and same is available on the website of the Company:www.jik.co.in .
Under section 139 of the Companies Act 2013 and the Rules made thereunder it ismandatory to rotate the statutory auditors on completion of the maximum term permittedunder the said section. The audit committee of the Company has proposed and the Board ofDirectors has recommended the appointment of M/s Dhawan & Co. Chartered AccountantsMumbai (FRN: 002864N) as the statutory auditors of the Company. Dhawan & Co. will holdoffice for a period of one year from the conclusion of the 25th Annual GeneralMeeting to be held on Friday September82017 till the conclusion of the next AnnualGeneral Meeting to be held in the year 2018 subject to the approval of the shareholder ofthe Company. The first year of audit will be of the financial statements for the yearending March 312018 which will include the audit of the quarterly financial statementsfor the year.
As a measure of corporate governance practice the Board of Directors of the Companyappointed M/s Dhirendra Maurya & Associates Practicing Company Secretary to conductthe Secretarial Audit. The Secretarial Audit Report for the financial year ended March312017 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.
The necessary steps have been initiated for diversifying it's business activities andis looking at new business models. Company has made an application for renewal of ReliefUndertaking (BRU) to Government of Maharashtra and also requested to reschedule theoutstanding dues response is awaited.
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 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 medianof 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 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 2017 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 2017 a total of equity shares of the Company which form 99.20% ofthe 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.
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 recognize and appreciatethe hard work and efforts put in by all the employees of the Company in a very challengingenvironment.