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