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Directors Report

Dear Members,

Your Directors are pleased to present herewith Twenty Seventh Annual Report together with the Audited Statements of Accounts of the Company for the year ended 31st March, 2019.

STATE OF THE COMPANY'S AFFAIRS:

FINANCIAL RESULTS

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 per Indian Accounting

Standards (IND AS).

INDIAN ACCOUNTING STANDARDS (Ind AS)

Pursuant to the notification dated February 16, 2015 issued by the Ministry of Corporate Affairs, the financial statements have been prepared in compliance with Ind AS as notified by the Ministry of Corporate Affairs and prescribed under Section 133 of the Companies Act, 2013 (hereinafter referred to as "the Act") read with relevant rules made thereunder and other accounting pronouncements generally accepted in India.

DIVIDEND

Due to continuous losses, your Board of Directors regrets their inability to recommend any dividend for the financial year ended 31st March, 2019.

DEPOSITS

The Company has not accepted any deposits from the public falling within the ambit of Section 73 of the Companies Act, 2013 and The Companies (Acceptance of Deposits) Rules, 2014.

MANAGEMENT DISCUSSION AND ANALYSIS

Pursuant to Regulation 18 (3), sub-regulation B of Schedule V of SEBI (Listing Obligation and Disclosure

Requirements) Regulations, 2015, 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 SEBI (Listing Obligations and Disclosure Requirements) 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.

DIRECTORS

Your Company has Six Directors consisting of Four Independent Directors (Including one Woman director) and a Chairman & Managing Director and Executive Director & Chief Financial Officer as on March 31, 2019.

Shri. Arvind M. Shah, independent director has resigned from the Board on May 29, 2018 due to his age and health issues. Shri. Jignesh A. Shah, independent director has appointed as an additional independent director on June 01, 2018 and his term is regularized as a director with effect from September 29, 2018.

The composition of the Board, meetings of the Board held during the year and the attendance of the Directors has been mentioned in the Report on Corporate Governance in the Annual Report.

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 six times during the FY 2018-19 viz. on May 29, 2018, July 14, 2018, August 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 on Corporate Governance, which forms part of this Annual Report.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received necessary declaration from each independent director under section 149(6) of the Companies Act, 2013 that he/she meets the criteria of Independence laid 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 even Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the independent directors of the Company shall hold at least one meeting in a year, without the attendance of non-independent directors and members of the management.

In the current financial year, the independent directors met on March 19, 2019 to review 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 Financial Officer of the Company, retire from office by rotation and being eligible offer himself for reappointment at the forthcoming Annual General

Meeting of the Company.

During the year under review, Shri. Arvind M. Shah, non-executive independent director has 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 as a director with effect from September 29, 2018.

KEY MANAGERIAL PERSONNEL

As required under Section 203 of the Companies Act, 2013, the Company has noted that Shri. Rajendra G.

Parikh, Chairman & Managing Director, Shri. Surendra C. Gurav, Executive Director & Chief Financial Officer and Shri. Akash Jain, Company Secretary & Compliance Officer of the Company are

Personnel of the Company.

During the year, Smt. Kirti J. Damle, resigned from the post of Company Secretary and Compliance Officer the Company with effect from January 15, 2019.

Pursuant to the Section 203 and other applicable provisions of the Companies Act, 2013, Shri. Akash Jain has been appointed as Company Secretary and Compliance Officer of the Company with effect 2019.

FAMILARIZATION PROGRAMME

The Company at its various meetings held during the Financial year 2018-19 had familiarize the Independent Directors with regard to the roles, rights, responsibilities in 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 (Formerly known as Glassworks Trading Private Limited) a subsidiary company of JIK Industries Limited, has decided to remove the name of the company from the Register of Companies because the Company has been inoperative for the past two years.

Pursuant to the Section 248 and other applicable provisions of the Companies Act, 2013, the Board, subject to the approval of members of the company in their Extra Ordinary General Meeting held on 28.03.2019 had made an application to the Registrar of Companies, Mumbai 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 27th May, 2019 to close down its manufacturing facilities at Thane and will continue the business 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 of the 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) has shifted 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 the Stakeholder Relationship Committee has been reconstituted on July 14, 2018 as per the requirements of the Companies Act, 2013 and guidelines set out in LODR Regulations, 2015.

AUDIT COMMITTEE

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 31st March, 2019. The

Auditors' Report is self-explanatory and has no qualification.

SECRETARIAL AUDITOR

Pursuant to provisions of Section 204 of the Companies Act, 2013, the Board of Directors of the Company has appointed M/s. Dhirendra Maurya & Associates, Practising Company 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 year 2018-19 and has provided the report thereon. The auditor has commented on the following points:

a. The auditor has noted down about compounding application which is filed by the company as the

Company took cognizant of inadvertent procedural gap which is followed for amendment in main 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 dated March 16, 2018 with respect to delay in filing of shareholding pattern for the quarter ended December 2014 in which after the directions of Hon'ble SAT, National Stock Exchange of 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 India Limited (NSE) has conducted forensic audit with respect to suspected shell companies. The forensic auditor has submitted its report 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 clarification against the audit observation. The Company vide its letter in May, 2019 has submitted its reply to the observations raised in the forensic audit 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.

RISK MANAGEMENT

During the Financial Year under review, an exercise was carried out covering the spectrum of business operations and the same has been mentioned in the Management Discussion and Analysis section. The Board has been informed about the risk assessment and minimization 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 operation at Thane. The Company sees that there will be no major material changes and commitments, if any, affecting the Financial Position of the Company due to closing of manufacturing activity as the scale of manufacturing operation were very low over last few years.

INTERNAL AUDITOR

Pursuant to the provisions of Section 138 of the Companies Act, 2013, read with Companies (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 and complexity of its operations. As and when required, corrective actions are undertaken in the respective areas. Significant audit observations, if any and corrective actions thereon are presented to the Audit Committee of the Board.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company is not required to constitute a Corporate Social Responsibility Committee as it does not fall within the purview of Section 135(1) of the Companies Act, 2013 and hence 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 & Durlabh Commodities Private Limited are a Subsidiary Company of JIK Industries Limited within the meaning of Section 2(87) of the Companies Act, 2013 ("Act") as on 31st March, 2019.

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 salient features of the Financial Statements of the Subsidiary Companies in Form AOC-1 is furnished 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 Note 24 of Notes to the financial statements of this report.

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm's length basis. There have been no materially significant related party transactions between the company and the directors, the management or the relatives except for those disclosed in the financial statement.

Information on transaction with related parties pursuant to Section 134 (3) (h) of the Act 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 Company has updated a Related Party Transactions Policy. The Revised Related Party Transactions 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 good corporate governance practice 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

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 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 POLICY

The Board of Directors of the Company has adopted a Remuneration Policy for determining qualifications, positive attributes and independence of a Director and criteria for Director's appointment and remuneration. The same is available on the website of the Company 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. 50,000/- p.m. remuneration during the period ended March 31, 2019.

Shri. Rajendra G. Parikh is entitled to a monthly remuneration of Rs. 2,00,000/- in terms of the resolution passed at the 24th AGM dated August 12, 2016. However, in the interests of the Company, he has elected to draw remuneration of only Rs. 50,000/- p.m and waived the balance during the year 2018-19.

CORPORATE GOVERNANCE

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

WHISTLEBLOWER POLICY

The Company has updated a Whistle Blower Policy. The Revised Whistleblower Policy is available on the Company's corporate website www.jik.co.in.

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 Chairman of Audit Committee.

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 posted on the Company's website www.jik.co.in.

The Board members and senior management personnel have affirmed compliance with the Code of Conduct of the Company in the year under review.

CODE OF PRACTICES & PROCEDURES FOR FAIR DISCLOSURE OF UNPUBLISHED PRICE SENSITIVE INFORMATION

The Company has amended a Code of Practices & Procedures for Fair Disclosure of Unpublished Price Sensitive Information (the Code) in compliance with SEBI (Prohibition of Insider Trading) (Amendment) Regulations, 2018. The Code of Fair Disclosure shall be effective from 1st April, 2019. The Code has been communicated to the Directors. The Code has 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, 2015, the policy on determination on materiality of event has been approved by the Board of Directors in its meeting and same is available on the website of the Company at www.jik.co.in.

STATUTORY AUDITORS

M/s Dhawan & Co., Chartered Accountants, Mumbai (FRN: 002864N), have been appointed as the statutory auditors of the Company for a consecutive term of four years, by the members of the company in their Annual General Meeting held on September 29, 2018 till the conclusion 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 of Directors, on the recommendation of the Audit Committee, has recommended the ratification of 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 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the extract of annual return is annexed as "Annexure C" in Form MGT-9 and the same forms part of this report.

ANNUAL SECRETARIAL AUDIT REPORT

As a measure of corporate governance practice, the Board of Directors of the Company appointed M/s Dhirendra

Maurya & Associates, Practicing Company Secretary, to conduct the Secretarial Audit of 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 continuous losses years after year and it is practically difficult to continue the manufacturing operations at Thane. During the year, the

Company also discontinued the anodizing activity. With this overall scenario, the Company has decided to close down its manufacturing facilities at Thane with effect from 30th May, 2019 and will continue the business operations with focus mainly on trading activity.

The Company is exploring various avenues for restructuring its capital with a view to enhance shareholders' value. The Company is also exploring other business opportunities in real estate development, warehousing and get into the business segment that will have potential in the present situation. The Company has been facing various tax and legal issues, the Company is hopeful that the major part of the issue to be settled by next year. There is a legal issues going on with the subsidiaries of the company. The matters are going on at various Courts and forums. The Management is undergoing several hardships in connection to various matters. The Management is exploring other possibilities for revival 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 to grant relief/ exemption from payment of stamp duty. The Company is taking necessary advice in this matter.

As directed by SEBI, National Stock Exchange India Limited (NSE) has conducted forensic audit with respect to suspected shell companies. The forensic auditor has submitted its report 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 clarification against the audit observation. The Company vide its letter in May, 2019 has submitted its reply to the observations raised in the forensic audit report.

The Company may start the manufacturing activities at Dapoli subject to viability and feasibility study for setting up the project at Dapoli.

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 are as under:

• A Statement showing the details of every employee of the Company who was in receipt 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 in median 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 to Conservation of Energy and Technology Absorption are provided in the "Annexure E" and it is attached to this Report.

As the Company has not earned or used any foreign exchange during the financial year and it is annexed as "Annexure F" to this Report.

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 Regulation 53 (b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations,

2015, the Cash Flow Statement for the financial year ended 31st March, 2019 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, 2019 a total of equity shares of the Company, which form 76.41% of the 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 not paid.

ACKNOWLEDGEMENT

Your Directors wish to acknowledge to all their stakeholders and are grateful for the support received from the Shareholders, esteemed clients, customers and other business associates.

Your Directors recognize 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
RAJENDRA G. PARIKH
Chairman & Managing Director
Place: Thane
Dated: August 10, 2019

   

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