| Dear Members,
The Directors are pleased to present herewith Twenty Third Annual
Report together with the Audited Statements of Accounts of the Company
for the nine months period ended 31st March, 2015.
State of the Company's Affairs:
FINANCIAL RESULTS
Standalone Financial Information of JIK Industries Limited is as
follows:
(Rs. in lakhs)
PARTICUiARS Period Ended Year Ended
31.03.2015 30.06.2014
Sales for the year 76.40 122.66
Other Income 2.12 0.00
Total Income 78.52 122.66
Profit / (Loss) before Financial (15818.62) (24.98)
Expenses, Depreciation and Tax
Less: Financial expenses 0.00 0.00
Operating Profit / (Loss) before (15818.62) (24.98)
Depreciation& Tax
Less : Depreciation 8.83 36.77
Profit / (Loss) before Exceptional & (15827.45) (61.75)
Extraordinary items and Tax
Less : Exceptional Items 0.00 291.48
Profit / (Loss) before Extraordinary (15827.45) (353.23)
items and Tax
Less : Extraordinary Items 478.62 0.00
Profit / (Loss) before Tax (16306.07) (353.23)
Less : Provision for Taxation
Current Tax 0.00 0.00
Deferred Tax 0.00 0.00
Profit / (Loss) after Taxation (16306.07) (353.23)
Less : Charge pursuant to the adoption 10.57 0.00
of revised Schedule II
Add : Balance brought forward (6686.77) (6333.54)
Profit / (Loss) available for appropriation (23003.41) (6686.77)
DEPOSITS
The Company has not accepted any deposits, described under Chapter V of
the Companies Act, 2013 from public during the period under report.
MANAGEMENT DISCUSSION AND ANALYSIS
Pursuant to clause 49 VIII D of the listing agreements entered into
with stock exchanges (the "Listing Agreement"), management discussion
and analysis report of financial condition and result of operations has
been reviewed by the audit 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 the provisions of the Act, read with the Companies (Accounts)
Rules, 2014, applicable Accounting Standards and the provisions of the
Listing Agreement with the stock exchanges and forms part of the Annual
Report.
REVISION IN FINANCIAL STATEMENTS
There has been no revision in the financial statements of the Company
during the financial year 2014-15.
SUBSIDIARY COMPANIES
The following may be read in conjunction with the Consolidated
Financial Statements prepared in accordance with Accounting Standard
21. Shareholders desirous of obtaining the report and accounts of your
Company's subsidiaries may obtain the same upon request. Consolidated
Financial Statement presented by the Company includes financial
information of subsidiary companies, which forms a part of the Annual
Report. During the year, no company became or ceased to be your
Company's subsidiary, joint venture or associate company.
The Policy for determining Material Subsidiaries, adopted by your
Board, in conformity with Clause 49 of the Listing Agreement with Stock
Exchanges, can be accessed on the www.jik.co.in.
DIRECTORS
Your Company has Six (06) Directors consisting of Five (5) Independent
Directors, One (1) Chairman & Managing Director as on March 31,2015.
INDEPENDENT DIRECTORS
In terms of the definition of 'Independence' of Directors as prescribed
under Clause 49 of the Listing Agreement entered with Stock Exchanges
and Section 149(6) of the Companies Act, 2013 and based on the
confirmation disclosures received from the Directors, the following
Non-Executive Directors are Independent Directors:-
1. Shri. Manoj P Unadkat
2. Shri. Surendra C. Gurav
3. Shri. Vijay P Panikar
4. Shri. Arvind M. Shah
5. Smt. Rajeshri D. Patel
WOMAN DIRECTOR
In terms of the provisions of Section 149 of the Companies Act, 2013
and Clause 49 of the Listing Agreement, a company shall have at least
one Woman Director on the Board of the company. Your Company has
appointed Smt. Rajeshri D. Patel (DIN No: 00506097) as Director on the
Board on March 14, 2015.
APPOINTMENTS/RESIGNATIONS FROM THE BOARD OF DIRECTORS
Shri. Rajendra G. Parikh (DIN No: 00496747), Chairman and Managing
Director, retire from office by rotation and being eligible offer
himself for reappointment at the forthcoming Annual General Meeting of
the Company.
Pursuant to Section 149 and other applicable provisions of the
Companies Act, 2013, your Directors are seeking appointment of Shri.
Arvind M. Shah (DIN No: 07122019) and Smt. Rajeshri D. Patel (00506097)
as Independent Directors for 5 consecutive years from the conclusion of
this Annual General Meeting. Details of the proposal for appointment of
Shri. Arvind M. Shah and Smt. Rajeshri D. Patel are mentioned in the
Explanatory Statement attached to the Notice of the Annual General
Meeting.
APPOINTMENTS/RESIGNATIONS OF THE KEY MANAGERIAL PERSONNEL
Shri. Rajendra G. Parikh. Chairman and Managing Director and Smt. Kirti
S Modak, Company Secretary of the Company are the Key Managerial
Personnel as per the provisions of the Companies Act, 2013.
Kirti S Modak, Company Secretary has been appointed from July 27, 2015,
in place of Shreya Dhende previous Company Secretary.
The post of CFO is vacant.
NUMBER OF MEETINGS OF THE BOARD
Regular meetings of the Board are held to discuss and decide on various
business policies, strategies and other businesses. Due to business
exigencies, certain business decisions are taken by the Board through
circulation from time to time.
The Board met four (4) times during the FY 2014-15 viz. on August 28,
2014, October 31,2014, February 14, 2015 and March 14, 2015. Detailed
information on the meetings of the Board are included in the report on
Corporate Governance, which forms part of this Annual Report.
Additionally, several committee meetings were held including Audit
Committee meeting, which met Four (4) times during the year.
Committees of the Board
The Company has several committees which have been established as a
part of the good corporate governance practices and are in compliance
with the requirements of the relevant provisions of applicable laws and
statutes.
Company has following Committees of the Board:
Audit Committee
Risk Monitoring Committee
Nomination and Remuneration Committee
Stakeholders Relationship Committee
Committee of Independent Directors
PERFORMANCE EVALUATION OF THE BOARD
In Compliance with the provisions of the Act and Clause 49 of the
Listing Agreement, the Board evaluated its own performance during the
year under report along with that of its various Committees and its
individual Directors. The Independent Directors also reviewed the
performance of the Non-Independent Directors of the Company.
REMUNERATION FOR THE CEO AND MANAGING DIRECTOR
Mr. Rajendra G Parikh, Chairman and Managing Director of the Company
has not drawn any remuneration during the period ended March 31,2015.
CORPORATE GOVERNANCE
The Report on Corporate Governance and Auditors Certificate regarding
compliance with conditions of Corporate Governance as stipulated in
Clause 49 of the Listing Agreement with Stock Exchanges forms part of
this Annual Report.
The Management Discussion and Analysis Report for the period under
review as stipulated in Clause 49 of the Listing Agreement with Stock
Exchanges have been included in this Annual Report.
WHISTLEBLOWER POLICY
The Company's Whistleblower Policy encourages Directors and employees
to bring to the Company's attention, instances of unethical behavior,
actual or suspected incidents of fraud or violation of the JIK Code of
Conduct that could adversely impact the Company's operations, business
performance and / or reputation. The Policy provides that the Company
investigates such incidents, when reported, in an impartial manner and
takes appropriate action to ensure that the requisite standards of
professional and ethical conduct are always upheld. It is the Company's
Policy to ensure that no employee is victimized or harassed for
bringing such incidents to the attention of the Company. The practice
of the Whistleblower Policy is overseen by the Audit Committee of the
Board and no employee has been denied access to the Committee. The
Whistleblower 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 a healthy working environment that enables employees to work
without fear of prejudice, gender bias and sexual harassment. The
Company also believes that all employees of the Company have the right
to be treated with dignity. The Company has in place a policy on
prevention of sexual harassment of its employees at the workplace. The
Sexual Harassment Policy 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 management of the Company. The Code of Conduct anchors ethical
and legal behaviour within the Company. 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 Code
of Conduct of the Company in the year under review.
AUDITORS
The Auditors, M/s. Motilal & Associates., Chartered Accountants, were
appointed with your approval at the 22nd AGM to hold such office till
the conclusion of the 25th AGM. The Board, in terms of Section 139 of
the Act, on the recommendation of the Audit Committee, has recommended
for the ratification of the Members the appointment of M/s. Motilal &
Associates., Chartered Accountants from the conclusion of the ensuing
AGM till the conclusion of the 24th AGM.
M/s Motilal & Associates Chartered Accountants have confirmed to the
Company that their appointment satisfies the criteria prescribed in
section 141 of the Act and are not disqualified to be re-appointed.
SECRETARIAL AUDIT REPORT
As a measure of good corporate governance practice, the Board of
Directors of the Company appointed M/s. VKM Associates, (Membership No:
5023, COP No. 4279), Practicing Company Secretary, to conduct the
Secretarial Audit in place of previous Secretarial Auditor. The
Secretarial Audit Report for the financial year ended March 31, 2015,
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 the Companies (Management and Administration) Rules, 2014, is
annexed as Annexure A.
REVIVIAL AND REHABILITATION
The net-worth of the Company had eroded in full and that the Company
has become Sick once again in terms of Section 3(1)(o) of SICA and that
the Board of Directors have made a reference to Board for Industrial
and Financial Reconstruction (BIFR) under the provisions of Section
15(1) of SICA (Special Provisions) Act, 1985.
As a part of modernizing its manufacturing operations, the Company has
decided to give greater focus on better margin cold room activities and
reduce its dependence on hot room activities and will carry out
necessary changes to implement the same.
To take initiatives towards rehabilitation, Management proposes to
incur certain CAPEX towards refurbishment of a few critical plant and
machinery and also to replace a few machinery with latest technology
once the operation gets stabilized.
As an extension to the present business, the Company intends to start
Art, Design & related services and products segment.
PARTICULARS OF EMPLOYEE
The information required under Section 197(12) of the Companies Act,
2013 and the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 is provided in the Annexure forming part of this
Report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNING & OUTGO
Particulars as required under Section 134 of the Companies Act, 2013
relating to Conservation of Energy and Technology Absorption are also
provided in the Annexure to this Report as Annexure C.
DIRECTORS' RESPONSIBILITY STATEMENT
As required under Section 134 of the Companies Act, 2013, your
Directors confirm having:
(a) in the preparation of the annual accounts, the applicable
accounting standards had been followed along with proper explanation
relating to material departures;
(b) the directors had selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the company at the end of the financial year and of the profit and
loss of the company for that period;
(c) the directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets 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 financial controls to be followed by the company and that such
internal financial controls are adequate and were operating
effectively.
(f) the directors, had devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were
adequate and operating effectively.
CASH FLOW STATEMENT
In conformity with the provisions of Clause 32 of the Listing Agreement
with the Stock Exchanges, the Cash Flow Statement for the financial
period ended 31st March, 2015 is annexed herewith.
DEMATERIALISATION OF SHARES
The Shares of the Company have been admitted in dematerialized form for
trading by the National 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, 2015 a total of 71362339 equity shares of the
Company, which form 98.24% of the equity share capital, stand
dematerialized.
In accordance with Circular No. D&CC/FITTC/CIR-16-2002 dated December
31, 2002 of Securities and Exchange Board of India, Secretarial Audit
Report for the quarters ended September 30, 2014; December 31,2014 and
March 31, 2015 have been obtained from Company Secretary in whole time
practice.
LISTING OF SECURITIES OF COMPANY
The equity shares of your Company continue to be listed on The Bombay
Stock Exchange Limited and the National Stock Exchange of India
Limited. The listing fee for the year 2015-16 has not been paid to the
exchanges.
ACKNOWLEDGEMENT
Your Directors wish to acknowledge all their stakeholders and are
grateful for the excellent support received from the Shareholders,
Government authorities, esteemed clients, customers and other business
associates. Your Directors recognise and appreciate the hard work and
efforts put in by all the employees of the Company in a very
challenging environment.
For and on behalf of the Board
Place : Thane Rajendra G. Parikh
Dated : August 31,2015 Chairman & Managing Director
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