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Directors Report of Jaykay Enterprises Ltd.

Mar 31, 2015

Dear members,

The Directors presents the Annual Report and Audited Statements of Account for the year ended 31st March, 2015.

1. FINANCIAL RESULTS

2014-15 (Rs. in Lacs)

Revenue from operations 33.25

Other Income 521.98

Profit before Depreciation & Tax 113.28

Depreciation 8.90

Profit before Tax 104.38

Tax Expenses (MAT) 18.20

Profit After Tax For the Year 86.18

Balance brought forward from Previous Year 3439.34

Adjustment of Depreciation 4.55

Balance carried to Balance Sheet 3520.97

2. OVERALL PERFORMANCE:-

During the year under report your Company's main income has been from Registrar and Share Transfer Agent's activities. Besides, the Company also earned income from interest and rent. After meeting fixed overheads, the profit before depreciation and tax remained Rs. 113.28 Lacs. Since Company's net worth had become positive as on 31st March, 2013, therefore, as per provisions of Income Tax Act, 1961, the Company has provided liability towards Minimum Alternate Tax (MAT) amounting to Rs.18.20 Lacs, during the year under report. However, there is no Income Tax liability for the year due to brought forward losses and unabsorbed depreciation.

Thus after adjustment of depreciation and MAT liability, profit for the year remained Rs.86.18 lacs.

3. REHABILITATION PACKAGE

As reported earlier proceeding under the provisions of The Sick Industrial Companies Act, 1985 (the 'SICA') is undergoing before Board for Industrial & Financial Reconstruction ('BIFR'). The Audited Balance Sheet of the Company as at 31.03.2013 shows that the Company's Net worth turned positive. As per legal advice your Company moved an application before BIFR seeking de- registration from BIFR in order to come out from the purview of SICA and the said application is pending for disposal.

4. SUBSIDIARY COMPANY/ASSOCIATE COMPANY

The Company has no Subsidiary Company but only one Associate Company, J.K. Cotton Ltd. In terms of 3rd proviso to Rule 6 of the Companies (Accounts) Rules, 2014 and as per Board's decision attaching the report on performance and financial position of the Associate Company has been dispensed with.

5. DIVIDEND

Your Directors have not recommended any dividend for the year under report.

6. SHARE CAPITAL

The paid up Equity Share Capital as at March 31, 2015 stood at Rs. 3,71,34,752/-. During the year under review, the Company has not issued any further shares.

7. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY THE COMPANY

Details of Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the Notes to the Financial Statements.

8. PERSONNEL

No employee drawn remuneration in excess of the limits as specified under the amended provisions of Section 134 of the Companies Act, 2013 read with Companies (Appointment & Remuneration) Rules 2014 throughout or part of the financial year under review.

None of the employee is a relative of any Director of the Company. None of the employee hold (by himself or along with his spouse and dependent children) more than two percent of the equity shares of the Company The information required pursuant to Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Companies (Particulars of Employees) Rules, 1975, in respect of employees of the Company and Directors is furnished hereunder:

S. Name Designation Remuneration paid No. 2014-15 2013-14

1 Mr. Ashok Gupta* Managing 1240519 N.A. Director (KMP)

2 Mr. Chandra Prakash Sr. General 725802 N.A. Agarwal** Manager (Taxation) & Chief Financial Officer (KMP)

3 Mr. Prabhat Kumar Dy. Manager 673173 N.A. Mishra (Legal) & Company Secretary (KMP)

S. Name Increase in Ratio/time per No Remuneration Median of from previous employee year remuneration

1 Mr. Ashok Gupta* N.A. 4.01

2 Mr. Chandra Prakash N.A. 2.35 Agarwal**

3 Mr. Prabhat Kumar N.A. 2.18 Mishra

* Appointed as Managing Director w.e.f. September 1, 2014

** Appointed as CFO w.e.f. September 1, 2014

9. SIGNIFICANT AND MATERIAL ORDER PASSED BY THE REGULATOR(S) OR COURT(S)/MATTER OF EMPHASIS

No significant or material order has been passed by the Regulator or Courts or Tribunals during the financial year.

10. CORPORATE GOVERNANCE

A report on Corporate Governance alongwith the Auditors' Certificate on its compliance, forms an integral part of this Report.

11. PUBLIC DEPOSITS

Your Company has not invited any deposits from public/shareholders under Section 73 and 74 of the Companies Act, 2013.

12. WHISTLE BLOWER POLICY/VIGIL MECHANISM

The Company has a Whistle Blower Policy to report genuine concerns or grievances, if any. The Whistle Blower Policy has been posted on the website of the Company.

13. DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY

The Company has been addressing various risks impacting the Company and the policy of the Company on risk management is provided in annexed Corporate Governance Report. The Risk Management Policy has been posted on the website of the Company.

14. REMUNERATION POLICY

The Board of Directors has, on the recommendation of the Nomination & Remuneration Committee, framed a policy which lays down a framework concerning remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. The Policy also covers criteria for selection and appointment of Board Members and Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report.

15. RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on an arm's length basis and were in the ordinary course of business and that the provisions of Section 188 of the Companies Act, 2013 are not attracted. Thus disclosure in form AOC-2 is not required. Further, there are no material related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

All Related Party Transactions are placed before the Audit Committee and Board for approval. Board of Directors approves yearly pecuniary transaction limits with individual related party. The transactions entered into pursuant to the approval so granted are audited and a statement giving details of all related party transactions is placed before the Audit Committee and the Board of Directors for their approval on a quarterly basis.

The policy on Related Party Transactions as approved by the Board is uploaded on the Company's website.

None of the Directors has any pecuniary relationship on transactions vis-a-vis the Company.

16. AUDITORS' REPORT

Your Company prepares its financial statements in compliance with the requirements of the Companies Act, 2013 and the Generally Accepted Accounting Principles (GAAP) in India. The financial statements have been prepared on historical cost basis. The estimates and judgements relating to the financial statements are made on a prudent basis, so as to reflect a true and fair manner, the form and substance of transactions and reasonably present the Company's state of affairs, profits and cash flows for the year ended March 31, 2015. Auditors' Report to the shareholders does not contain any qualification in the financial statements for the year under report.

17. INTERNAL CONTROLS

The Company's internal control system is commensurate with its size, scale and complexities of its operations. The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of the internal control system and suggests improvements to strengthen the same. It also reviews the quarterly Internal Audit Reports.

18. DIRECTORS AND KEY MANAGERIAL PERSONNEL.

18.1 Your Directors express their profound grief and sorrow on the sad demise of Dr. Gaur Hari Singhania (DIN 00054848), Promoter Director and Chairman of the Board of Directors. Dr. Gaur Hari Ji was a well known figure in the business world and has been associated with several public corporate and government companies. Apart from his business interest he was deeply involved with the educational, medical, sports, cultural and social activities of the Kanpur City. He was the founder Chairman of U.P Stock Exchange and founder Patron of Associated Chamber of Commerce. He was President/Chairman of U.P Cricket Association. His demise is a great loss not only to your Company but to the city of Kanpur and the state of U.P Your Directors pay their respectful homage and tribute to this extraordinary human being, a great leader, an iconic industrialist and a leading statesman.

18.2 Your Directors also express their grief and sorrow on the sad demise of Shri Govind Hari Singhania (DIN 00159580), Promoter Director and Vice-Chairman of the Company. He had been the Director in the Company since 1980. He held important positions viz. Past-President of the Associated Chambers of Commerce & Industry of India (ASSOCHAM), International Chamber of Commerce (ICC), Association of Synthetic Fiber Industry (ASFI), Association of Manmade Fiber Industry (AMFI), Merchants' Chamber of Uttar Pradesh and as Chairman of Board of Governors of Indian Institute of Technology (IIT), Kanpur. The Board remembered with gratitude leadership and advice provided by him.

18.3 Shri Yadupati Singhania (DIN 00050364) a Promoter Director has relinquished from the office of Managing Director & CEO of the Company due to preoccupation. The Board records its appreciation for the contribution rendered by Shri Yadupati Singhania during his tenure.

18.4 After the resignation of Shri Yadupati Singhania from the office of Managing Director & CEO, on September 1, 2014 Shri Ashok Gupta (DIN 00135288) has been appointed as Managing Director of the Company.

18.5 Shri Ramapati Singhania (DIN 00247419), a Promoter Director has relinquished from Directorship of the Company due to preoccupation. The Board records its appreciation for the contribution rendered by Shri Ramapati Singhania during his tenure.

18.6 Shri Jagendra Swarup (DIN 00164708), Independent Director have left for heavenly abode. Your Company expressed tribute and gratitude for his contribution to the Company.

18.7 Smt. Vidhi Nidhipati Singhania (DIN 00293520),

as an Additional Director pursuant to Section 161 of the Companies Act, 2013 with effect from August 13, 2014 holds office upto the date of the ensuing AGM. The Company has received requisite Notice from a Member under section 160 of the Companies Act, 2013 proposing the name of Smt. Vidhi Nidhipati Singhania for appointment as Director of the Company.

18.8 In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Company's Articles of Association, Shri Ashok Gupta (DIN 00135288) will retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for reappointment.

18.9 With the coming into force of the Companies Act 2013, the Board appointed the existing Independent Directors viz Dr. Krishna Behari Agarwal, Shri Ravindra Kumar Tandon, Shri Anil Kumar Dalmia and Shri Kedar Nath Mehrotra as Independent Directors each for a term upto five years under the Act. All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

19. KEY MANAGERIAL PERSONNEL

During the year under report, the Company has ratified the appointment and/or appointed the following Officials as Key Managerial Personnel:-

S.No Name of the Official Designation

1 Shri Ashok Gupta Managing Director*

2 Shri Chandra Prakash Agarwal Sr. General Manager (Taxation) & CFO**

3 Shri Prabhat Kumar Mishra Dy. Manager (Legal) & Company Secretary

* Appointed as Managing Director w.e.f. September 1, 2014

** Appointed as CFO w.e.f. September 1, 2014

20. Meetings of the Board of Directors

During the year 2014-15, five Board Meetings were convened and held, the details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

21. BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual performance evaluation of its Independent Directors and the Independent Directors also evaluated the performance of Chairman and other Non-Independent Directors. The Board of Directors expressed their satisfaction with the evaluation process. The Board of Directors also evaluated the functioning/performance of Audit Committee, Stakeholders Relationship Committee, Nomination & Remuneration Committee, Risk Management Committee, Committee of Directors and expressed satisfaction with their functioning/performance.

22. DIRECTORS' RESPONSIBILITY STATEMENT

The Directors pursuant to the provisions of Section 134(3)(c) of the Companies Act, 2013 do hereby confirm that:

(i) In the preparation of the annual accounts, the applicable Accounting Standards have been followed and that no material departures have been made from the same;

(ii) They have 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 of the Company for that year;

(iii) They have taken proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) They have prepared the annual accounts on a going concern basis; and

(v) The proper internal financial controls were in place and that the financial controls were adequate and were operating effectively;

(vi) The systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

23. STATUTORY AUDITOR

M/s. PL. Tandon & Co., Chartered Accountants, Kanpur, Statutory Auditors of the Company, will retire from their office at the ensuing Annual General Meeting. They are, however, eligible for re-appointment. They have furnished a Certificate to the effect that their appointment will be in accordance with limits specified in Section 139 read with Section 141 of the Companies Act, 2013. You are requested to consider their appointment.

24. SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Messrs Banthia & Company, Kanpur, a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company for the Financial Year 2015-16. The Secretarial Audit Report for the Financial Year 2014-15 is annexed herewith as "Annexure - A".

There is no secretarial audit qualification for the year under report.

25. STATUTORY INFORMATION:-

25.1. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO.

As there has been no manufacturing operation during the year, there is nothing to be reported with regard to conservation of energy and technology absorption. However, the details of foreign exchange earnings and out go are given in the additional information in the Annual Report.

25.2. EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT 9 as required under Section 92 of the Companies Act, 2013 is annexed hereto as "Annexure -B" and forms an integral part of this Report.

26. ACKNOWLEDGEMENTS

Your Directors wishes to thanks the employees for their dedication and hard work. Your Directors also wishes to thank the Shareholders/Stakeholders.

FOR AND ON BEHALF OF THE BOARD

ASHOK GUPTA Dr. K. B. AGARWAL Place : Kanpur Managing Director Director Dated: 26th May, 2015 DIN 00135288 DIN - 00339934


Mar 31, 2014

TO THE MEMBERS

The Directors presents the Annual Report and audited Statements of Account for the year ended 31st March, 2014.

1. FINANCIAL RESULTS

2013-14

(Rs. in Lacs)

Revenue from operations 42.25

Other Income 476.23

Profit before Depreciation & Tax 186.43

Depreciation 5.80

Profit before tax 180.63

Tax Expenses (MAT) 33.81

Profit after Ta x for the year 146.82

Balance brought forward from previous year 3292.52

Balance carried to Balance Sheet 3439.34

2. OVERALL PERFORMANCE

During the year under report your Company''s main income has been from Registrar and Share Transfer Agent''s activities. Besides, the Company also had income from interest and rent. After meeting fixed overheads, the profit before depreciation and tax was Rs.186.43 Lacs. Since Company''s net worth had become positive as on 31st March, 2013, therefore, as per provisions of Income Tax Act, 1961, the Company has provided liability towards Minimum Alternate Tax (MAT) amounting to Rs.33.81 Lacs, during the year under report. However, there is no Income Tax liability for the year due to brought forward losses and unabsorbed depreciation.

Thus after adjustment of depreciation and MAT liability, profit for the year is Rs.146.82 lacs.

3. DIVIDEND

Your Directors have not recommended any dividend for the year under report.

4. REHABILITATION PACKAGE

As reported last year, on moving SLP by Kota Workers'' Union and Staff Associations the Hon''ble Supreme Court stayed order of Rajasthan High Court and further allowed the "Rehabilitation Process to continue." In compliance with the directions of the Hon''ble Supreme Court, M/s. Arafat Petrochemicals Pvt. Ltd., the purchaser of Kota Units had submitted a Modified Draft Rehabilitation Scheme (MDRS) before BIFR stating the reason that the existing Kota Plants were of obsolete technology and were in dilapidated condition and could not be restarted in its present condition. The said scheme is pending for final approval. These factors are creating hurdles in further revival of the Company.

5. AUDITORS'' REPORT

Auditors'' Report to Shareholders does not contain any disqualification and/or matter of emphasis.

6. CORPORATE GOVERNANCE

A report on Corporate Governance is annexed as part of the Directors'' Report along with the Auditors'' Certificate on its compliance.

7. COMPLIANCE CERTIFICATE

A Compliance Certificate as per the provisions of Companies (Compliance

Certificate) Rules, 2001 has been obtained and the same is annexed herewith as part of the Directors'' Report.

8. PARTICULARS OF EMPLOYEES

No employee drawn remuneration in excess of the limits as specified under the amended provisions of sub- section (2A) of Section 217 of the Companies Act, 1956 throughout or part of the financial year under review.

9. PUBLIC DEPOSITS

The Company is not accepting any deposits from the public.

10. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUT GO.

As there has been no manufacturing operation during the year, there is nothing to be reported with regard to conservation of energy and technology absorption. However, the details of foreign exchange earnings and out go are given in the additional information in the Annual Report.

11. DIRECTORS

(a) Dr. Gaur Hari Singhania''s (DIN 00054848) term as Chairman of the Company is expiring on 31st August, 2014. The Remuneration Committee in its meeting has considered the matter and observed that Dr. Gaur Hari Singhania has been associated with the Company since 1954 holding various important positions such as Managing Director and Chairman. In view of his long association with the Company and the vast experience with the industry, it was felt by the Remuneration Committee considered and recommended that Dr. Gaur Hari Singhania be appointed the Non- Executive Chairman for a period of 5 (five) years with effect from 1st September, 2014 which is subject to approval of by shareholders in the ensuing General Meeting, so that the Company may take advantage of his rich experience and knowledge, without any remuneration, perks and perquisites.

Dr. Gaur Hari Singhania shall be a rotational Director of the Company and liable to retire by rotation at Annual General Meeting.

(b) Shri Govind Hari Singhania''s (DIN 00159580) term as Vice-Chairman of the Company is expiring on 31st August, 2014. He has been associated with the Company since 1980 holding various important positions. In view of his long association and on the basis of recommendation of Remuneration Committee, he has been re-appointed as Non-Executive Vice Chairman of the Company for a period of 5 (Five) years w.e.f. 1st September, 2014 which is subject to approval of by shareholders in the ensuing General Meeting. His appointment is without any salary and perquisites.

(c) Two of your Directors namely Shri Ramapati Singhania(DIN 00247419) and Shri Anil Kumar Dalmia (DIN 00789089) will retire by rotation at the ensuing Annual General Meeting of the Company and are eligible for reappointment.

Subject to approval of shareholders in the ensuing General Meeting Shri Anil Kumar Dalmia (DIN 00789089) now being appointed/confirmed as an Independent Director for a term upto five consecutive years and to hold office till relevant Annual General Meeting as per provisions of Companies Act, 2013.

(d) During the year under the report Shri Kedar Nath Mehrotra (DIN 06749349) has been appointed as an Additional Director on the Board of Directors of the Company w.e.f. 12th August, 2013 and he holds the office up to the ensuing Annual General Meeting. The Company has received notice from a shareholder, proposing his candidature for the office of Director of the Company along with the requisite fees.

(e) In terms of Section 149 and any other applicable provisions of the Companies Act, 2013, Dr. K.B. Agarwal (DIN 00339934), Shri Jagendra Swarup (DIN 00164708) & Shri Ravindra Kumar Tandon (DIN 00159472) being eligible and offering themselves for appointment, are proposed to be appointed as Independent Directors upto five consecutive years till respective Annual General Meeting. Respective notices have been received from member(s) proposing their candidature for the office of Directors of the Company. In the opinion of the Board Dr K.B. Agarwal, Shri Jagendra Swarup & Shri Ravindra Kumar Tandon fulfills the conditions specified in the Companies Act, 2013 and rules framed thereunder for their appointment as Independent Directors of the Company and are independent of the management.

12. RESPONSIBILITY STATEMENT

The Directors confirm that:

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed and that no material departures have been made from the same;

(ii) they have 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 of the Company for that year;

(iii) they have taken proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of the Companies

Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(iv) they have prepared the annual accounts on a going concern basis

13. AUDITORS

M/s. P.L. Tandon and Co., Chartered Accountants, Kanpur (ICAI Registration No.000186C), Auditors of the Company will retire from their office at the ensuing Annual General Meeting. They are, however, eligible for reappointment. They have furnished a Certificate to the effect that their appointment will be in accordance with limits specified in Sub-Section (1B) of Section 224 of the Companies Act, 1956. You are requested to consider their appointment.

14. ACKNOWLEDGEMENTS

Your Directors wishes to thanks the employees for their dedication and hard work.

FOR AND ON BEHALF OF THE BOARD

Place: Kanpur (GAUR HARI SINGHANIA)

Dated: 29th May, 2014 CHAIRMAN


Mar 31, 2013

TO THE MEMBERS

The Directors submit the Annual Report and audited Statements of Account for the year ended 31st March, 2013.

1. FINANCIAL RESULTS

2012-13 (Rs. in Lacs)

Revenue from operations 42.25

Other Income 855.96

Profit before Depreciation 505.93

Profit for the year 499.87

Exceptional Items 3103.63

Profit before tax 3603.50

Tax adjustment of earlier year 111.60

Profit for the year 3715.10

Balance from previous year (422.58)

Balance carried to Balance Sheet 3292.52

2. OVERALL PERFORMANCE

During the year Company''s main income has been from Registrar and Share Transfer Agents activities. Besides, the Company also had income from interest and rent. After meeting fixed over heads, the profit before depreciation was Rs.505.93 lacs. However, after depreciation and adjustment of exceptional items profit for the year was Rs.3715.10 lacs. There is no income tax liability for the year due to brought forward losses and unabsorbed depreciation. The net worth as at 31.3.2013 after adjusting aforesaid profit has become positive at Rs.3663.87 lacs.

3. DIVIDEND

Your Directors have not recommended any dividend for the year under report.

4. REHABILITATION PACKAGE

As reported last, Kota Workers'' Unions and Staff Associations had moved a SLP before Supreme Court, which is still pending. In the meantime AAIFR/BIFR are also continuing hearings/ monitoring progress from time to time. These factors are creating hurdles in further revival of the Company.

5. CORPORATE GOVERNANCE

A report on Corporate Governance is annexed as part of the Directors'' Report along with the Auditors'' Certificate on its compliance.

6. COMPLIANCE CERTIFICATE

A Compliance Certificate as per the provisions of Companies (Compliance Certificate) Rules, 2001 has been obtained and the same is annexed herewith as part of the Directors'' Report.

7. PARTICULARS OF EMPLOYEES

There was no employee getting salary in excess of the limits as specified under the amended provisions of sub- section (2A) of Section 217 of the Companies Act 1956 throughout or part of the financial year under review.

8. PUBLIC DEPOSITS

The Company is not accepting any deposits from the public

9. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUT GO.

As there has been no manufacturing operation during the year, there is nothing to be reported with regard to conservation of energy and technology absorption. However, the details of foreign exchange earnings and out go are given in the additional information in the Annual Report.

10. DIRECTORS

(a) Two of your directors namely Shri Jagendra Swarup and Shri N.K. Jhajharia will retire by rotation at the ensuing Annual General Meeting of the Company and are eligible for reappointment.

(b) During the year under report, Shri Anil Kumar Dalmia has been appointed a director of the Company w.e.f. 28th May, 2012 in the casual vacancy caused due to resignation of Shri Kailash Nath.

11. RESPONSIBILITY STATEMENT

The Directors confirm that

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed and that no material departures have been made from the same;

(ii) they have selected such accounting polices 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 of the Company for that year;

(iii) they have taken proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) they have prepared the annual accounts on a going concern basis

12. AUDITORS

M/s. PL. Tandon and Co., Chartered Accountants, Kanpur, Auditors of the Company will retire from their office at the ensuing Annual General Meeting. They are, however, eligible for re-appointment They have furnished a Certificate to the effect that their appointment will be in accordance with limits specified in Sub- Section (1B) of Section 224 of the Companies Act, 1956. You are requested to consider their appointment.

FOR AND ON BEHALF OF THE BOARD

Place : Kanpur (GAUR HARI SINGHANIA)

Dated : 21st May, 2013 CHAIRMAN


Mar 31, 2012

The Directors submit the Annual Report and audited Statements of Account for the year ended 31st March, 2012.

1. FINANCIAL RESULTS

2011-12 (Rs. in Lacs)

Revenue from operations 42.25

Other Income 537.15

Profit before Depreciation 174.00

Depreciation 5.61

Profit for the year 168.39

Exceptional Items (101.36)

Profit before tax 67.03

Provision for Income Ta x written back 334.71

Profit for the year 401.74

Balance from previous year (824.32)

Balance carried to Balance Sheet (422.58)

2. OVERALL PERFORMANCE

During the year Company's main income has been from Registrar and Share Transfer Agents activities. Besides, the Company also had income from interest and rent. After meeting fixed over heads, the profit before depreciation was Rs.174.00 lacs. However, after depreciation and adjustment of exceptional items profit for the year was Rs.401.74 lacs. There is no income tax liability for the year due to brought forward losses and unabsorbed depreciation. The net worth as at 31.3.2012 after adjusting aforesaid profit was negative at Rs.51.23 lacs.

3. DIVIDEND

In view of the accumulated losses, your Directors regret their inability to recommend payment of dividend for the year.

4. REHABILITATION PACKAGE

The Company's net worth is still in negative and the Company continues to be a sick industrial unit under the provisions of SICA, 1985. Further, as reported last, Kota Workers' Unions and Staff Associations had moved a SLP before Supreme Court, which is still pending. In the meantime AAIFR/BIFR are also continuing hearings/ monitoring progress from time to time. These factors are creating hurdles in further revival of the Company.

5. CORPORATE GOVERNANCE

A report on Corporate Governance is annexed as part of the Directors' Report along with the Auditors' Certificate on its compliance.

6. COMPLIANCE CERTIFICATE

A Compliance Certificate as per the provisions of Companies (Compliance Certificate) Rules, 2001 has been obtained and the same is annexed herewith as part of the Directors' Report.

7. PARTICULARS OF EMPLOYEES

There was no employee getting salary in excess of the limits as specified under the amended provisions of sub-section (2A) of Section 217 of the Companies Act, 1956 throughout or part of the financial year under review.

8. PUBLIC DEPOSITS

The Company is not accepting any deposits from the public.

9. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUT GO.

As there has been no manufacturing operation during the year, there is nothing to be reported with regard to conservation of energy and technology absorption. However, the details of foreign exchange earnings are given in the Notes on Financial Statements, in the Annual Report.

10. DIRECTORS

(a) Two of your directors namely Shri Ramapati Singhania and Dr. K.B. Agawal will retire by rotation at the ensuing Annual General Meeting of the Company and are eligible for reappointment.

(b) During the year under report, Shri Kailash Nath has ceased to be director consequent upon his resignation with effect from 4th November, 2011. Your directors wish to place on record their warm appreciation for the valued services and advice rendered by Shri Kailash Nath during tenure of his office.

(c) After close of the year Shri Anil Dalmia has been appointed as director of the Company in the casual vacancy caused due to resignation of Shri Kailash Nath. Your Directors wish to place their warm welcome to Shri Anil Dalmia on his induction on the Board.

11. RESPONSIBILITY STATEMENT

The Directors confirm that:

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed and that no material departures have been made from the same;

(ii) they have 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 of the Company for that year;

(iii) they have taken proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(iv) they have prepared the annual accounts on a going concern basis.

12. AUDITORS

M/s. P.L. Tandon and Co., Chartered Accountants, Kanpur, Auditors of the Company will retire from their office at the ensuing Annual General Meeting. They are, however, eligible for re-appointment. They have furnished a Certificate to the effect that their appointment will be in accordance with limits specified in Sub- Section (1B) of Section 224 of the Companies Act, 1956. You are requested to consider their appointment.

FOR AND ON BEHALF OF THE BOARD

Place : Kanpur (GAUR HARI SINGHANIA)

Dated : 28th May, 2012 CHAIRMAN


Mar 31, 2011

TO THE MEMBERS

The Directors submit the Annual Report and audited Statements of Account for the year ended 31st March, 2011.

1. FINANCIAL RESULTS

2010-11 (Rs. in Lacs) Other Income 425.24

Profit before Depreciation 7.05

Depreciation 9.43

Profit for the year (2.38)

Extra Ordinary Items 254.06

Profit before tax 251.69

Provision for Income Tax -

Profit after tax 251.69

Balance from previous year (1076.01)

Balance carried to Balance Sheet (824.32)

2. OVERALL PERFORMANCE

During the year Company's main income has been from Registrar and Share Transfer Agents activities. Besides, the Company also had income from interest and rent. After meeting fixed over heads, the profit before depreciation was Rs.7.05 lacs. However, after depreciation and writing back of the excess provisions and certain other write backs, profit for the year was Rs.251.69 lacs. There is no income tax liability for the year due to brought forward losses. The net worth as at 31.3.2011 after adjusting aforesaid profit was negative at Rs.452.97 lacs.

3. DIVIDEND

In view of the accumulated losses, your Directors regret their inability to recommend payment of dividend for the year.

4. REHABILITATION PACKAGE

As the Company's net worth is still in negative, the Company continues to be a sick industrial unit under the provisions of SICA, 1985. As reported last, despite the fact that the Company has implemented the scheme pertaining to Kota complex fully, yet Kota workers' unions continue to challenge the orders by filing cases before various judicial forums. Several cases filed by the workers' unions are continuing. In one of the cases, the matter has been referred to Supreme Court, which is pending. The Company is making its best efforts to protect it from adverse consequences. This is resulting in unavoidable costly litigations.

5. REDUCTION OF EQUITY SHARE CAPITAL

As reported last, the paid-up Equity Share Capital of the Company has been reduced from Rs.74,26,95,030 divided into 74269503 Equity Shares of Rs.10/- each to Rs.3,71,34,752 divided into 37134752 Equity Shares of Re.1/- each and accordingly the new Share Certificates have been dispatched to all the shareholders, who hold the shares in physical form and to the shareholders, who hold shares in de-mat form by crediting the new shares in their respective accounts.

The above new shares have been listed on the Bombay and UP. Stock Exchanges

6. CHANGE OF NAME OF THE COMPANY

During the year under report, the name of the Company has been changed to Jaykay Enterprises Limited' with effect from 15th October, 2010 vide fresh Certificate of Incorporation consequent upon change of name issued by the Registrar of Companies, U.P & Uttarakhand.

7. ALTERATION IN OBJ ECTS CLAUSE OF MEMORANDUM Of ASSOCIATION

During the year under report, the Objects Clause of the Memorandum of Association of the Company has been changed incorporating certain new business activities.

8. CORPORATE GOVERNANCE

A report on Corporate Governance is annexed as part of the Directors' Report along with the Auditors' Certificate on its compliance.

9. COMPLIANCE CERTIFICATE

A Compliance Certificate as per the provisions of Companies (Compliance Certificate) Rules, 2001 has been obtained and the same is annexed herewith as part of the Directors' Report.

10. PARTICULARS OF EMPLOYEES

There was no employee getting salary in excess of the limits as specified under the amended provisions of sub-section (2A) of Section 217 of the Companies Act, 1956 throughout or part of the financial year under review.

11. PUBLIC DEPOSITS

The Company is not accepting any deposits from the public.

12. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUT GO.

As there has been no manufacturing operation during the year, there is nothing to be reported with regard to conservation of energy and technology absorption. However, the details of foreign exchange earnings and out go are given in the additional information in the Annual Report.

13. ABRIDGED BALANCE SHEET

The Company shall be sending Abridged Balance Sheet to all its members as permitted by SEBI guidelines dated 26.04.2007. Full Balance Sheet shall be available on Company's Website. Members, who are desirous of getting full Balance Sheet may send their request to the Company at its Registered Office or on its e-mail address.

14. DIRECTORS

Two of your directors namely Shri R.K. Tandon and Shri Kailash Nath will retire by rotation at the ensuing Annual General Meeting of the Company and are eligible for reappointment.

15. RESPONSIBILITY STATEMENT

The Directors confirm that:

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed and that no material departures have been made from the same;

(ii) they have 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 of the Company for that year;

(iii) they have taken proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(iv) they have prepared the annual accounts on a going concern basis.

16. AUDITORS

M/s. PL. Tandon and Co., CharteredAccountants, Kanpur, Auditors of the Company will retire from their office at the ensuing Annual General Meeting. They are, however, eligible for re-appointment. They have furnished a Certificate to the effect that their appointment will be in accordance with limits specified in Sub- Section (1B) of Section 224 of the Companies Act, 1956You are requested to consider their appointment.

FOR AND ON BE HALF OF THE BOARD

(GAURHARISINGHANIA) CHAIRMAN

Place: Kanpur Dated :27th May, 2011


Mar 31, 2010

The Directors submit the Annual Report and audited Statements of Account for the year ended 31 st March, 2010.

1. FINANCIAL RESULTS

2009-10

(Rs. in Lacs)

Other Income 619.00

Profit before Depreciation 213.26

Depreciation 9.54

Profit for the year 203.72

Extra Ordinary Items 661.54

Profit before tax 865.26

Provision for Interest on Income Tax 32.24

Profit after tax 833.02

Balance from previous year 16742.51

Less: Adjustment against reduction of capital (14833.48)

Balance carried to Balance Sheet (1076.01)



2. OVERALL PERFORMANCE

During the year, the Company had income only from interest, rent and Registrar & Transfer Agents activities. After meeting fixed over-head expenses, the prof for the year was Rs.203.72 lacs. After certain write back of provisions/suppliers accounts, write off of non-recoverable debts, the year resulted in a surplus before tax of Rs.865.26 lacs.

3. DIVIDEND

In view of the accumulated losses, your Directors regret their inability to recommend payment of dividend for the year.

4. REHABILITATION PACKAGE

As reported last, pursuant to the order of Honble AAIFR all the Companys plants including Jhalawar plant have been sold and thus the Company has implemented the rehabilitation package approved by Honble AAIFR in toto except few assets. Sale proceeds received are utilized for discharging of liabilities. As the Companys net worth is still negative, it continues to be a sick industrial unit within the provisions of Sick Industrial Companies (Special Provisions) Act, 1985. Despite the fact that the Company has already implemented the scheme, Workers Union(s) and Staff Association, Kota continue to file and challenge the orders at various judicial platforms on account of one or the other ground. Thus, several cases are pending at various levels of judiciary. Company is taking effective steps to protect it from adverse consequences. Besides, several old litigations and claims filed by various parties are also daunting the Companys efforts for revival.

5. REDUCTION OF EQUITY SHARE CAPITAL

During the year under report with a view to restructure its Balance Sheet and after seeking your approval, the Company filed a petition to Honble Allahabad High Court seeking their confirmation for reduction of its paid-up Equity Share Capital & Reserves by adjusting the same against accumulated losses of the Company, which was approved by the Honble Allahabad High Court by an Order dated 18th December, 2009. Accordingly the paid-up Equity Share Capital of the Company has been reduced from Rs.74,26,95,030 divided into 74269503 Equity Shares of Rs.10/- each to Rs.3,71,34,752 divided into 37134752 Equity Shares of Re.1/- each. New Share Certificates have been in process of dispatch to all the shareholders, who hold the shares in physical form.

As required, the Company has filed application for listing of new shares with Bombay and UP. Stock Exchanges, which is still in process and on getting approval the Demat Accounts of shareholders, who are holding shares in Demat form shall get credit with new equity shares.

6. CHANGE OF NAME OF THE COMPANY

As all the existing manufacturing activities of the Company have been dispensed with and the Board of Directors is exploring possibilities of new avenues, it has decided to change the name of the Company to Jay Kay Enterprises Limited, which may synchronise its new activities. Necessary resolution in this regard is contained in the notice of ensuing Annual General Meeting of the Company. You are requested to consider and approve the same.

7. ALTERATION IN OBJECTS CLAUSE OF MEMORANDUM OF ASSOCIATION

The Company proposes to alter Its Objects Clause contained in the Memorandum of Association so as to incorporate certain new business activities. Necessary resolutions in this regard are being circulated to the shareholders through Notice of Postal Ballot as required by law. You are requested to exercise your option through postal ballot and give your consent to the proposal.

8. NOTICE OF POSTAL BALLOT

Pursuant to the provisions of Section 192A of the Companies Act, 1956 read with Companies (Passing of the Resolution by Postal Ballot) Rules, 2001, a notice is being sent to all the shareholders seeking their assent/ dissent through Postal Ballot on the proposed Special Resolutions under Sections 17,149(2A) and 372A of the Companies Act, 1956. You are requested to consider and approve the same.

9. CORPORATE GOVERNANCE

A report on Corporate Governance is annexed as part of the Directors Report along with the Auditors Certificate on its compliance. However, Note on Management discussions and Analysis Report is not being given, as none of the Companys plants were in operation.

10. COMPLIANCE CERTIFICATE

A Compliance Certificate as per the provisions of Companies (Compliance Certificate) Rules, 2001 has been obtained and the same is annexed herewith as part of the Directors Report.

11. PARTICULARS OF EMPLOYEES

Statement of Employee getting salary in excess of the limits as specified under the provisions of sub- section (2A) of Section 217 of the Companies Act, 1956 throughout or part of the financial year under review is appended. However, in terms of provisions of Section 219(1 )(b)(iv) of the Act, the Annual Report excluding the aforesaid information is being sent to all the members of the Company. Any member interested in obtaining such particulars may send the request to the Company at its Registered Office.

12. PUBLIC DEPOSITS

The Company is not accepting any deposits from the public. The unclaimed amounts relating to Public deposits redeemed by the Company relating to earlier years had been deposited by the Company in "Investors Education and Protection Fund" set up by the Central Government pursuant to the provisions of Section 205 C of the Companies Act, 1956 last year and there is no unclaimed amount remaining outstanding with the Company as on date.

13. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUT GO.

As there has been no manufacturing operation during the year, there is nothing to be reported with regard to conservation of energy and technology absorption. However, the details of foreign exchange earnings and out go are given in the additional information in the Annual Report.

14. ABRIDGED BALANCE SHEET

The Company shall be sending Abridged Balance Sheet to all its members as permitted by SEBI guidelines dated 26.04.2007. Full Balance Sheet shall be available on Companys Website. Members, who are desirous of getting full Balance Sheet may send their request to the Company at its Registered Office.

15. DIRECTORS

(a) Two of your directors namely Shri Jagendra Swamp and Shri N.K. Jhajharia will retire by rotation at the ensuing Annual General Meeting of the Company and are eligible for reappointment.

(b) After close of the year, Shri K.V. Murthy has ceased to be a director consequent upon his resignation with effect from 1st May, 2010. Your directors wish to place on record their warm appreciation for the valuable services and advice rendered by Shri K.V. Murthy during tenure of his office.

16. RESPONSIBILITY STATEMENT

The Directors confirm that:

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed and that no material departures have been made from the same;

(ii) they have 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 of the Company for that year;

(iii) they have taken proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(iv) they have prepared the annual accounts on a going concern basis.

17. AUDITORS

M/s. P. L. Tandon and Co., Chartered Accountants, Kanpur, Auditors of the Company will retire from their office at the ensuing Annual General Meeting. They are, however, eligible for re- appointment. They have furnished a Certificate to the effect that their appointment will be in accordance with limits specified in Sub-Section (1B) of Section 224 of the Companies Act, 1956. You are requested to consider their appointment.



FOR AND ON BEHALF OF THE BOARD

Place : Kanpur (GAUR HARI SINGHANIA)

Dated :21st May, 2010 CHAIRMAN