Your Directors are pleased to present herewith Twenty Ninth Annual Report together withthe Audited Statements of Accounts of the Company for the year ended March 31 2021.
STATE OF THE COMPANY'S AFFAIRS:
NATURE OF BUSINESS:
Your Company is focusing on trading activities and exploring new opportunities toventure into new businesses with a view to augment its revenues so as to combat the threatposed by financial constraints faced by the Company.
Standalone Financial Information of JIK Industries Limited is as follows:
Amount (Rs. In Lakhs)
|PARTICULARS ||Year Ended 31.03.2021 ||Year Ended 31.03.2020 |
|Sales for the year ||4.78 ||15.37 |
|Other Income ||40.62 ||64.23 |
|Total Income ||45.40 ||79.60 |
|Profit / (Loss) before Financial Expenses Depreciation and Tax ||(0.32) ||(26.61) |
|Less: Financial expenses ||0.03 ||0.02 |
|Operating Profit / (Loss) before Depreciation & Tax ||(0.35) ||(26.63) |
|Less : Depreciation ||0.69 ||0.78 |
|Profit / (Loss) before Tax ||(1.04) ||(27.41) |
|Less : Provision for Taxation || || |
|Current Tax ||0 ||0 |
|Deferred Tax ||0 ||0 |
|Profit / (Loss) for the period from continuing operations ||(1.04) ||(27.41) |
|Profit/Loss from discontinuing operations || ||0 |
|Profit/Loss from discontinuing operations after Tax ||(1.04) ||(27.41) |
|Other Comprehensive Income ||27.26 ||20.35 |
|Total Comprehensive Income for the year ||(26.23) ||(7.06) |
|Earnings Per Share (EPS) || || |
|Basic ||(0.001) ||(0.038) |
|Diluted ||(0.001) ||(0.038) |
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 March 31 2021.
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 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.
CHANGE IN THE NATURE OF BUSINESS
During the year your Company started general trading including crystal glass andallied products and services due to impact of Covid.
REVISION IN FINANCIAL STATEMENTS
There has been no revision in the financial statements of the Company.
BOARD OF DIRECTORS
The Board of Directors of the Company has an optimum combination of ExecutiveNonExecutive and Independent Director with women Independent Director.
Your Company had six Directors consisting of Four Independent Directors (Including twoWoman director) and a Chairman & Managing Director and Executive Director & ChiefFinancial Officer as on March 31 2021.
The Board of Directors at their meeting held on February 15 2021and June 30 2021 haverecommended and approved the appointment of Mrs. Jayshree Save and Mr. Karthik Sairamrespectively as an Additional Directors of the Company with effect from the said datewhose term of office is up to the date of ensuing Annual General Meeting in accordancewith the applicable provisions of the Articles of Association and the Companies Act 2013.The matter of appointing Mr. Karthik Sairam as an Independent Directors not liable toretire by rotation appears as an agenda item in the notice of the 29th AnnualGeneral Meeting.
In the opinion of the Board the independent director appointed during the yearpossesses the required qualifications integrity expertise and experience for theposition.
They also bring in the required skill competence and expertise that allow them to makeeffective contributions to the Board and its committees.
Mr. Jignesh A Shah Independent director Mrs. Jayshree Save Additional Director andMr. Surendra C Gurav Executive Director has resigned from the Board on February132021and on October 25 2021 and October 25 2021 respectively due to personal reasons.
The Board of Directors placed on record its appreciation for the effectiveparticipation and valuable contributions made by Mr. Jignesh Shah Mrs. Jayshree Save andSurendra C Gurav during their term.
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.
None of the Directors or Key Managerial Personnel (KMP) of the Company are relatedinterse.
NUMBER OF MEETINGS OF THE BOARD
During the year Five Board Meetings were held on July 20 2020 July 30 2020September 15 2020 November 12 2020 and February 15 2021 in compliance with theprovisions of of Companies Act 2013 the SEBI (Listing Obligations and DisclosureRequirements) (Amendment) Regulations 2018 and Secretarial Standards issued by theInstitute of companies Secretaries of India (ICSI).
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
As required under Section 149(7) of the Companies Act 2013 read with SEBI (ListingObligations and Disclosure Requirements) (Amendment) Regulations 2018 the Company hasreceived necessary declaration from each Independent Director stating that they meet thecriteria of Independence as prescribed under Section 149(6) of the Companies Act2013 andRegulation 16(1) (b) of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015.
MEETING OF INDEPENDENT DIRECTORS
In Pursuant to the provisions of Schedule IV of the Companies Act 2013 and the rulesmade thereunder and Regulation 25(3) of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the Independent Directors of the Company shall hold atleast one meeting in a year without the presence of Non- Independent Director and membersof the management.
In the current financial year the Independent Directors met on February 15 2021.
RE- APPOINTMENT OF DIRECTOR RETIRING BY ROTATION
Mr. Rajendra G Parikh (DIN No:00496747) Executive Director of the Company retire fromoffice by rotation and being eligible offer himself for reappointment at the forthcomingAnnual General Meeting of the Company.
KEY MANAGERIAL PERSONNEL (KMP)
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 ChiefFinancial Officer and Mr. Akash Jain Company Secretary & Compliance Officer of theCompany are the Key Managerial Personnel of the Company as on March 31 2021.
During the year under review based on the recommendation of NRC Committee The Boardhas appointed Ms. Mohini Budhwani as a Company Secretary and Compliance Officer of theCompany with effect from October 25 2021 in place of Mr. Akash Jain Company Secretary& Compliance Officer of the Company who resigned with effect from August 14 2021.
The Company at its various meetings held during the Financial year 2020-21 hadfamiliarize the Independent Directors with regard to the roles rights responsibilitiesin the Company nature of the industry in which the Company operates the same isavailable on the website of the Company i.e. www.jik.co.in.
COMPOSITION OF COMMITTEES
The Company has several committees which have been established as a part of theCorporate Governance Practice and are in compliance with the requirements of the relevantprovisions of the applicable laws and statutes.
Audit Committee ^^^
|Sr. No. ||Name of Members ||Nature of Directorship ||Designation in Committee |
|1 ||Mrs. Rajeshri D. Patel ||Independent Director ||Chairman |
|2 ||Mr. Manoj P. Unadkat ||Independent Director ||Member |
|3 ||Mr. Rajendra G. Parikh ||Chairman & Managing Director ||Member |
Stakeholder Relationship Committee
|Sr. No. ||Name of Members ||Nature of Directorship ||Designation in Committee |
|1 ||Mr. Jignesh A. Shah (Resigned on February 13 20211 ||Independent Director ||Chairman |
|2 ||Mrs. Rajeshri D. Patel ||Independent Director ||Member |
|3 ||Mr. Rajendra G. Parikh ||Chairman & Managing Director ||Member |
|4 ||Mr. Manoj P Unadkat ||Independent Director ||Chairman. |
Due to resignation of Mr. Jignesh Shah on February 13 2021 the StakeholderRelationship Committee has been reconstituted as per the requirements and guidelines ofthe Companies Act 2013 and LODR Regulations.
Nomination and Remuneration Committee
|Sr. No. ||Name of Members ||Nature of Directorship ||Designation in Committee |
|1 ||Mr. Manoj P. Unadkat ||Independent Director ||Chairman |
|2 ||Mr. Vijay P. Panikar (Resigned on November 11 20201 ||Independent Director ||Member |
|3 ||Mr. Rajeshri D. Patel ||Independent Director ||Member |
|4 ||Mr. Jignesh Shah (Resigned on February 13 20211 ||Independent Director ||Member |
|5 ||Mrs. Jayshree R Save (Resigned on October 25 20211 ||Additional Independent Director ||Member |
|6 ||Mr. Karthik Sairam (Appointed as a Member w.e.f. October 25 2021) ||Additional Independent Director ||Member |
Due to resignation of Mr. Vijay Panikar on November 11 2020 and Mr. Jignesh Shah onFebruary 13 2021 and Mrs. Jayshree R Save on October 25 2021 the Nomination andRemuneration Committee has been reconstituted as per the requirements and guidelines ofthe Companies Act 2013 and LODR Regulations.
M/s. Dhawan& Co. Chartered Accountants (FRN: 002864N) has been appointed as theStatutory Auditors of the Company for a consecutive term of Four years be members of theCompany in their Annual General Meeting held on September 29 2018 till the conclusion of30th Annual General Meeting to be held in a year 2022.
COMMENT ON AUDITOR'S REPORT
The Directors have examined the Auditors' Report on accounts for the period ended March31 2021. The Auditors' Report is self-explanatory and has no qualification.
Pursuant to the Provisions of Section 138 of the Companies Act 2013 read with theCompanies (Accounts) Rules 2014 the Board on recommendation of the Audit Committeeappointed M/s. Motilal& Associates Chartered Accountants Mumbai as an InternalAuditor of the Company for the F.Y 2020-21 and F Y 2021-22.
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 2021.
INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY
The Company has a proper and adequate internal control system for all its activitiesincluding safeguarding and protecting its assets against any loss from its unauthorizeduse or disposition. All transactions are properly documented authorized recorded andreported correctly. The Systems are reviewed and its improvement and effectiveness isenhanced as and when needed. Normal foreseeable risks to the Company's assets areadequately covered by comprehensive insurance.
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
Due to exigent circumstances the Company is not in a position to carry on itsmanufacturing activities at present. In addition due to the unprecedented effects ofCovid-19 pandemic the Company has been adversely effected. The Management is currentlyexploring new avenues of business to strengthen the financial position of the Company inthe future.
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 as on March 31 2021.
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 of Notes tothe 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 "Annexure-B"in Form AOC-2 and the same forms part of this report
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 at www.jik.co.in.
Pursuant to the provisions of the Companies Act 2013 and SEBI LODR 2015 theNomination and Remuneration and Compensation Committee (NRC) has carried out BoardEvaluation i.e. evaluation of the performance of: (i) the Board as a whole and itsCommittees and (ii) individual directors (including independent directors).
The performance evaluation of the Independent Directors was carried out by the entireBoard excluding the Directors being evaluated.
The performance evaluation of the Chairman Non-Independent Directors and the Board asa whole was carried out by the Independent Directors at their separate meeting.
The evaluation has been done based on structured questionnaires for performanceevaluation.
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 theCompanywww.jik.co.in.
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.
VIGIL MECHANISM/WHISTLEBLOWER POLICY
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 Committee.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013
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 behavior within the Company.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 atwww.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 atwww.jik.co.in.
EXTRACT OF ANNUAL RETURN
As required under Section 134(3)(a) of the Act the Annual Return i.e. MGT 7 isuploaded on the Company's website and the same can be accessed at www.jik.co.in.
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 Annexure C andit 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 D to 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 conductthe Secretarial Audit. The Secretarial Audit Report for the financial year ended March 312021 is provided as "Annexure E" to the Directors' Report.
COMMENT ON SECRETARIAL AUDIT REPORT
The auditor has conducted the secretarial audit for the financial year 2020-21 and hasprovided Report thereon. Auditor has commented on following points:
1. The Company has not followed proper procedure of the Postal Ballot to alter the mainobjects clause of the Memorandum of Association. For which resolution has been taken inthe Annual General Meeting dated September 08 2017. The Company has filed compoundingapplication with the Registrar of Companies Mumbai and the order of the ROC Mumbai isstill awaited.
The Company does not intentionally violated the act to follow the proper procedure ofpostal ballot and hence the Management filed the compounding application as soon as itcame to the notice of the Management.
2. The Company continues to be non-compliant towards payment of Annual Listing Fees toBombay Stock Exchange and National Stock Exchange
The Company is facing cash crunch due to continue losses over the past years andCOVID-19 situation world vide has made the situation worst. The Company will pay theListing Fees once the funds are available with the Company.
3. The Compliance formalities related to Director KYC of following Directors are stillpending. The names of the Directors are:
i) Manoj Pragji Unadkat
ii) Rajeshri Deepak Patel.
Due to disruption of working due to Covid-19 outbreak the formalities related toDirectors KYC are still pending. The Directors confirm that the following formalities willbe done.
4. The Company has delayed the filings under Regulation 31 for the Quarter ended 31stMarch 2021 with Stock Exchanges.
Filing of Regulation 31 for the Quarter ended 31st March 2021 with StockExchanges was due to disruption of working due to the Covid-19 outbreak. Management doesnot intentionally neglect to file the said regulation with Stock Exchange.
ANNUAL SECRETARIAL COMPLIANCE REPORT
Pursuant to Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 read with SEBI Circular No. CIR/CFD/CMD1/27/2019 dated February 082019 M/s. Dhirendra Maurya & Associates Practicing Company Secretary has issued anAnnual Secretarial Compliance Report for the Financial Year Ended on 31st March 2021 on29thJune 2021.
REVIVAL AND REHABILITATION
The Company has been making continuous losses years after year and it is practicallydifficult to continue the manufacturing operations at Thane in the present marketscenario. During the year the Company started Trading including crystals glass and alliedproducts with other products and also started services.
The Company is also exploring other business opportunities that will have revenuegeneration potential in the present situation.
The Company has received the order from Register of Companies (ROC) Mumbai grantingexemption for payment of ROC fees as per Hon'ble BIFR order. However the RevenueDepartment Government of Maharashtra has informed its inability to grant relief/exemptionfrom payment of stamp duty. The Company is taking necessary advice/ follow up in thismatter.
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. 1.02 Crores 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.
Annual Report and Accounts are being sent to the Members excluding The the informationon employees' particulars which is available for inspection by the Members at theRegistered Office of the Company during the business hours on working days of the Company.Any member interested in obtaining such particulars may write to the Company Secretary atthe Registered Office of the Company.
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 2021 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 March 31 2021 a total of equity shares of the Company which form 76.41% of theequity share capital stand dematerialized.
LISTING OF SECURITIES OF COMPANY
The equity shares of your Company continue to be listed on Bombay Stock Exchange (BSE)and National Stock Exchange (NSE).
Your Directors wish to acknowledge 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 |
|Din: 00496747 |