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Directors Report of JIK Industries Ltd.

Mar 31, 2015

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




Jun 30, 2014

The Members of JIK Industries Limited,

The Directors are pleased to present herewith Twenty Second Annual Report together with the Audited Statements of Accounts of the Company for the Twelve months period ended 30th June, 2014.

OPERATIONS

The performance of the Company during the reporting period has been interalia affected due to slow down.

FINANCIAL HIGHLIGHTS

Company continues to be totally debt free with respect to secured creditors in the current year. Standalone Financial Information of JIK Industries Limited is as follows:

(Amount in Rupees) Particulars Period ended Period ended 30th June,2014 30th June,2013

Sales & Other Income 1,22,65,895 8,43,21,341

Total Expenses 4,39,12,076 8,70,98,324

Gross Profit/ (Loss) (3,16,46,181) (27,76,983)

Interest and Finance -- -- Charges

Depreciation and 36,76,990 48,31,411 Amortization

Profit / (Loss) before Taxes (3,53,23,171) (76,08,394) and Extra Ordinary Items

Provision for Taxes -- --

Profit / (Loss) Before Extra (3,53,23,171) (76,08,394) Ordinary Items

Extra Ordinary Items -- 4,62,01,434

Net Profit after Tax (3,53,23,171) (5,38,09,828)

PUBLIC DEPOSIT

The Company has not accepted any fixed deposit from public during the period under report.

DIRECTORS

Shri Rajendra G. Parikh, Executive 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 Manoj P Unadkat, Shri S. C. Gurav, and Shri Vijay P. Panikar, as Independent Directors for 5 consecutive years from the conclusion of this Annual General Meeting. Details of the proposal for appointment of Shri Manoj P. Unadkat, Shri S. C. Gurav, and Shri Vijay P. Panikar, are mentioned in the Explanatory Statement attached to the Notice of the Annual General Meeting.

AUDITORS

M/s. Motilal & Associates., Chartered Accountants, Statutory Auditors of the Company hold office until the conclusion of the forthcoming Annual General Meeting and recommended for re-appointment. The Company has received letter from them to the effect that their reappointment, if made, would be within the prescribed limits under Section 139. Under Section 139 of

the Companies Act, 2013, Statutory Auditors of every listed Company who have completed a term of 10 years or more will not be eligible for re appointment as Statutory Auditors. However, the existing companies have been allowed to comply with the new requirements of the section within 3 years from the date of commencement of the Companies Act, 2013. The existing Statutory Auditor of the Company has already completed a term 10 years.

Based on the recommendation of the Audit Committee, the Board of Directors of the Company proposes the re - appointment of M/s. Motilal & Associates, Chartered Accountant, as a Statutory Auditor of the Company for the current year.

SUBSIDIARY COMPANIES

The Ministry of Corporate Affairs vide its general Circular No.2/2011 dated 8th February, 2011, have granted permission to holding companies not to attach accounts of its subsidiary companies, with the Balance Sheet of the Company. However, these documents shall be available to any shareholder of the Company/Subsidiary Companies, interested in obtaining the same. Further, pursuant to provisions of the Accounting Standard 21 (AS-21) prescribed under the Companies (Accounting Standard) Rules - 2006, the Listing Agreement and prescribed by the Securities and Exchange Board of India, Consolidated Financial Statement presented by the Company include financial information of subsidiary companies, which forms a part of the Annual Report.

CONSOLIDATED FINANCIAL STATEMENTS In accordance with the Accounting Standard (AS-21) read with Accounting Standard (AS-23), the consolidated financial statements are attached, which form part of the Annual Report. BRU (Bombay Relief Undertaking)

The Government of Maharashtra vide Notification No. 2013/ CR 14/13/Ind-10 dated October 15, 2013 has declared the Company as "Relief Undertaking" for a period of one year from that date. The Company has applied for renewal of the same.

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.

PARTICULARS OF EMPLOYEE

The Company does not have any employee falling within the scope of Section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of the Employees) Rules, 1975 and as such no information has been provided.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING & OUTGO A statement pursuant to section 217(1)(e) of the Companies Act, 1956, giving details of measures taken toward conservation of energy, technology absorption, foreign exchange earnings and outgo in accordance with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules,1998 is annexed in this report.

DIRECTORS RESPONSIBILITY STATEMENT

The Board of Directors of The Company confirmed that:

i. in the preparation of the financial statements, the applicable accounting standards had been followed and there is no material departure;

ii. appropriate accounting policies have been selected and applied consistently and have 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 as at 30th June, 2014 and of the loss of the Company for the period ended on that date;

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

iv. the financial statements for 12 month ended 30th June, 2014 have been prepared on a going concern basis.

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 30th June, 2014 is annexed herewith.

INFORMATION UNDER LISTING AGREEMENT WITH STOCK EXCHANGES

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 30th June, 2014 a total of 71371456 equity shares of the Company, which form 98.25% 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, 2013; December 31, 2013; March 31, 2014 and June 30, 2014 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 2014-15 has 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 and in a very challenging environment.

For and on behalf of the Board Rajendra G. Parikh Chairman & Managing Director

Place: Mumbai Dated: 31st October, 2014


Jun 30, 2013

The Members of JIK Industries Limited,

The Directors are pleased to present herewith Twenty First Annual Report together with the Audited Statements of Accounts of the Company for the Twelve months year ended 30th June, 2013.

OPERATIONS

The performance of the Company during the reporting period has been affected due to slow down in the economy.

FINANCIAL HIGHLIGHTS

Company continues to be totally debt free with respect to secured creditors in the current year. Standalone Financial Information of JIK Industries Limited is as follows:

(Amount in Rupees)

Particulars Year ended Year ended 30th June, 2013 30th June, 2012

Sales & Other Income 8,43,21,341 28,05,31,006

Total Expenses 8,70,98,324 26,16,83,927

Gross Profit/ (Loss) (27,76,983) 1,88,47,079

Interest and Finance Charges - -

Depreciation and Amortization 48,31,411 48,47,538

Profit / (Loss) before Taxes (76,08,394) 1,39,99,541

and Extra Ordinary Items

Provision for Taxes - (6,22,957)

Profit / (Loss) Before (76,08,394) 1,46,22,498

Extra Ordinary Items

Extra Ordinary Items 4,62,01,434 -

Net Profit after Tax (5,38,09,828) 1,46,22,498

PUBLIC DEPOSIT

The Company has not accepted any fixed deposit from public during the period under report.

DIRECTORS

Mr. Vijay P. Panikar retires from office by rotation and being eligible, offer himself for re-appointment at the forthcoming Annual General Meeting of the Company.

In terms of the provision of section 274(1) (g) of the Companies Act, 1956 as amended from time to time, none of the Directors are disqualified.

AUDITORS

M/s. Motilal & Associates., Chartered Accountants, Statutory Auditors of the Company hold office until the conclusion of the forthcoming Annual General Meeting. The Company has received a letter from them to the effect that their re-appointment, if made, would be within the prescribed limit under Section 224 (1B) of the Companies Act, 1956 and that they are not disqualified for reappointment within the meaning of Section 226 of the said Act.

SUBSIDIARY COMPANIES

Pursuant to the Rehabilitation Scheme the Company has been exempted to attach documents in respect of subsidiary companies. Accordingly, the Balance Sheet, Profit & Loss Account, and other documents of the subsidiary companies are not being attached with the Balance Sheet of the Company. Financial information of the subsidiary companies, as required, is disclosed in the Annual

Report. The Company will make available the Annual Accounts of the subsidiary companies to any member of the Company who may be interested in obtaining the same. The annual accounts of the subsidiary companies will also be kept open for inspection at the Registered Office of the Company from (11.00 am to 5.30 p.m.) The Consolidated Financial Statements presented by the Company includes financial results of its subsidiary companies.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the Accounting Standard (AS-21) read with Accounting Standard (AS-23), the consolidated financial statements are attached, which form part of the Annual Report.

BRU (Bombay Relief Undertaking)

The renewal application is made by the Company and the order is awaited.

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.

PARTICULARS OF EMPLOYEE

The Company does not have any employee falling within the scope of Section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of the Employees) Rules, 1975 and as such no information has been provided.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, it is

hereby confirmed that:

i. in the preparation of the financial statements, the applicable accounting standards had been followed and there is no material departure;

ii. appropriate accounting policies have been selected and applied consistently and have 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 as at 30th June, 2013 and of the loss of the Company for the year ended on that date;

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

iv. the financial statements for the year ended 30th June, 2013 have been prepared on a going concern basis.

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 30th June, 2013 is annexed herewith.

INFORMATION UNDER LISTING AGREEMENT WITH STOCK EXCHANGES

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 30th June, 2013 a total of 71366322 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, 2012; December 31, 2012; March 31, 2013 and June 30, 2013 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 2013-14 has been paid to both 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 recognize and appreciate the hard work and efforts put in by all the employees of the Company and in a very challenging environment.

For and on behalf of the Board

Place: Thane Rajendra G. Parikh

Dated: 29th August, 2013 Chairman & Managing Director


Jun 30, 2012

To The Members of JIK Industries Limited,

The Directors are pleased to present herewith Twentieth Annual Report together with the Audited Statements of Accounts of the Company for the Twelve months period ended 30th June, 2012.

OPERATIONS

The performance of the Company during the reporting period has been affected due to siow down in the economy.

FINANCIAL HIGHLIGHTS

Company continues to be totally debt free with respect to secured creditors in the current year. Standalone Financial Information of JIK Industries Limited is as follows:

(Amount in Rupees) Particulars Year ended Period ended

30ST June, 2012 30ST June, 2011 (12 months) (15 months)

Sales & Other Income 28,05,31,006 49,85,56,926

Total Expenses 26,16,83,927 44,93,63,528

Gross Profit/(Loss) 1,88,47,079 491,93,398

Interest and Finance Charges

Depreciation and Amortization 48,47,538 60,54,149

Profit/(Loss) before Taxes and Extra Ordinary Items 1,39,99,541 4,31,39,249

Provision for Taxes - Deferred Tax (6,22,957) (1,04,72,873)

Profit/(Loss) Before Extra Ordinary Items 1,46,22,498 5,36,12,122

Extra Ordinary Items

Net Profit after Tax 1,46,22,498 5,36,12,122

PUBLIC DEPOSIT

The Company has not accepted any fixed deposit from public during the period under report.

DIRECTORS

Mr, Manoj R Unadkat retires from office by rotation and being eligible, offer himself for re- appointment at the forthcoming Annual General Meeting of the Company.

In terms of the provision of section 274(1) (g) of the Companies Act, 1956 as amended from time to time, none of the Directors are disqualified.

AUDITORS

M/s. Motilal & Associates., Chartered Accountants, Statutory Auditors of the Company hold office until the conclusion of the forthcoming Annual General Meeting. The Company has received a letter from them to the effect that their re-appointment, if made, would be within the prescribed limit under Section 224 (1B) of the Companies Act, 1956 and that they are not disqualified for reappointment within the meaning of Section 226 of the said Act.

SUBSIDIARY COMPANIES

In pursuance of Rehabilitation Scheme (2008-2017) given by the Hon ble BIFR, the Company has attached its consolidated financial statements.

The annual accounts of the subsidiary companies shall be made available to the shareholders of the Company and its subsidiaries on request. They are also available for inspection by the members at the Company's administrative office.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the Accounting Standard (AS-21) read with Accounting Standard (AS-23), the consolidated financial statements are attached, which form part of the Annual Report.

BRU (Bombay Relief Undertaking)

The Government of Maharashtra vide Notification No. BRU.2011/C.R. (406/11)/lnd-10 dated February 7, 2012 has declared the Company as "Relief Undertaking" for a period of one year from that date.

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.

PARTICULARS OF EMPLOYEE

The Company does not have any employee falling within the scope of Section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of the Employees) Rules, 1975 and as such no information has been provided.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING & OUTGO

A statement pursuant to section 217(1)(e) of the Companies Act, 1956, giving details of measures taken toward conservation of energy, technology absorption, foreign exchange earnings and outgo in accordance with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1998 is annexed in this report.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, it is hereby confirmed that: i. in the preparation of the financial statements, the applicable accounting standards had

been followed and there is no material departure; ii. appropriate accounting policies have been selected and applied consistently and have 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 as at 30th June, 2012 and of the profit of the Company for the period ended on that date; iii. proper and sufficient care has been taken for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding of the Oassets of the Company and for preventing and detecting fraud and other irregularities;

iv. the financial statements for 12 months period ended 30th June, 2012 have been prepared on a 'going concern basis'.

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 30th June, 2012 is annexed herewith.

INFORMATION UNDER LISTING AGREEMENT WITH STOCK EXCHANGES

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 30th June, 2012 a total of 65720545 equity shares of the Company, which form 90.47 % 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, 2011, December 31,2011, March 31, 2012 and June 30, 2012 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 2012-13 I has been paid to both 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 corporate 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 and their contribution to the growth of the Company in a very challenging environment.

For and on behalf of the Board

Place: Mumbai Rajendra G. Parikh

Dated: 29th August, 2012 Chairman & Managing Director


Mar 31, 2010

The Directors are pleased to present herewith Eighteenth Annual Report together with the Audited Statements of Accounts of the Company, for the Fifteen months period ended March 31, 2010. Your Directors have pleasure to report that your company ceases to be a sick industrial company, within the meaning of section 3(1) (o) of SICA, 1985 as per Order issued by Honble BIFR during the period under review.

OPERATIONS

The performance of the Company during the reporting period has been satisfactory. The manufacturing & trading activities are showing positive signs of recovery after manifold challenges that were faced in the past. The Company operates in one segment i.e. crystal, glass and allied products. The Management foresees considerable growth opportunity in the manufacturing and marketing of high-end studio glassware which has high margin and good sales potential. Plans are afoot to explore the tapping of this segment by adopting world class technology and facilities. We are pleased to announce that during the year under report, the second showroom of the Company was opened in South Mumbai.

FINANCE

During the period under review, the last secured creditor was settled and the Company became totally debt free with respect to secured creditors. We are extremely happy to announce that the Company has returned to cash profitability due to several coordinated measures taken by the Management. The Company raised funds by allotting Equity Shares and Fully Convertible Bonds on preferential basis during the period as governed by Honble BIFR orders.

PUBLIC DEPOSIT

The Company has not accepted any fixed deposit from public during the period under report.

DIRECTORS

Shri Kartik K. Kotadia, Director retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

Shri R. V. Iyer Special Director of Honble BIFR ceased to be Special Director on the Board of the Company w.e.f. May 12, 2009.

The Monitoring Agency-BOl withdrew Nomination of Shri Niteen C. Gandhre from the Board of the Company since Honble BIFR discharged BOI from the responsibility as Monitoring Agency w.e.f. January 25, 2010.

The Board of Directors place on record its appreciation for the valuable contribution and guidance of Shri R.V. Iyer and Shri Niteen C. Gandhre during their tenure.

In terms of the provision of section 274(1) (g) of the Companies Act, 1956 as amended from time to time, none of the Directors are disqualified.

AUDITORS

M/s. Motilal & Associates., Chartered Accountants, Statutory Auditors of the Company hold office until the conclusion of the forthcoming Annual General Meeting. M/s Motilal & Associates is holding a valid certificate issued by the "Peer Review Board" of ICAI and as such they have been recommended for re-appointment.

The Company has received a letter from them to the effect that their re-appointment, if made, would be within the prescribed limit under Section 224 (1B) of the Companies Act, 1956 and that they are not disqualified for reappointment within the meaning of section 226 of the said Act.

The Notes on Accounts referred to in the Auditors Report are self -explanatory and as such do not require any further comments.

SUBSIDIARY COMPANIES

Pursuant to the Rehabilitation Scheme sanctioned (2008-2017) by the Honble BIFR, the Company has been exempted from the requirement to attach documents in respect of subsidiary companies. Accordingly, the Balance Sheet, Profit & Loss Account, and other documents of the subsidiary companies are not being attached with the Balance Sheet of the Company. Financial information of the subsidiary companies, as required, is disclosed in the Annual Report. The Company will make available the Annual Accounts of the subsidiary companies to any member of the Company who may be interested in obtaining the same. The annual accounts of the subsidiary companies will also be kept open for inspection at the Registered Office of the Company during normal office hours (10.00 A.M. to 6.00 P.M.) The Consolidated Financial Statements presented by the Company includes financial results of its subsidiary companies.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the Accounting Standard (AS-21) read with Accounting Standard (AS-23), the consolidated financial statements are attached, which form part of the Annual Report.

BRU (Bombay Relief Undertaking)

The Government of Maharashtra vide Notification No. BRU.2009/C.R. (281/09) Ind- 10 dated July 24, 2009 has declared the Company as "Relief Undertaking" for a period of one year from that date.

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.

PARTICULARS OF EMPLOYEE

The Company does not have any employee falling within the scope of Section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of the Employees) Rules, 1975 and as such no information has been provided.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING & OUTGO

A statement pursuant to section 217(1) (e) of the Companies Act, 1956, giving details of measures taken toward conservation of energy, technology absorption, foreign exchange earnings and outgo in accordance with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules,1998 is annexed in this report.

RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors hereby confirm that:

i. in the preparation of the financial statements, the applicable accounting standards had been followed and there is no material departure;

ii. appropriate accounting policies have been selected and applied consistently and have 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 as at March 31, 2010 and of the profit of the Company for the period ended on that date;

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

iv. the financial statements for 15 months period ended March 31,2010 have been prepared on a going concern basis.

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 as on March 31, 2010 is annexed herewith.

INFORMATION UNDER LISTING AGREEMENT WITH STOCK EXCHANGES

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 March 31,2010 a total of 1,94,01,885 equity shares of the Company, which form 67.50 % 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 March 31,2009; June 30,2009; September 30,2009; December 31, 2009 and March 31, 2010 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 2010-11 has been paid to both the exchanges.

ACKNOWLEDGEMENT

Your Directors would like to express their appreciation for assistance and cooperation received from the Banks/FI, Bank of India (Monitoring Agency), Government Authorities, Honble BIFR, Government of Maharashtra and Shareholders during the period under review. Your Directors also wish to place on record their appreciation for the contribution made by the employees at all levels.

For and on behalf of the Board

Place : Mumbai Rajendra G. Parikh

Dated : June 18,2010 Chairman & Managing Director

 
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