Your directors have pleasure in presenting the 32nd Annual Report of the Company together with the Audited Statement of Accounts for the year ended 31st March 2024.
1. FINANCIAL STATEMENTS & RESULTS:
a. FINANCIAL RESULTS:
The Company's performance during the year ended 31st March 2024 as compared to the previous financial year, is summarized below:
Standalone Financial Statement
Amount (Rs. In Lakhs)
Particulars
|
For the financial year ended 31st March, 2024
|
For the financial year ended 31st March, 2023
|
Income
|
60.58
|
117.65
|
Less: Expenses
|
72.26
|
116.53
|
Profit/ (Loss) before tax
|
(11.68)
|
1.12
|
Less: Provision for tax
|
-
|
-
|
Current Tax
|
-
|
-
|
Deferred Tax
|
-
|
-
|
Income Tax of earlier years w/off
|
-
|
-
|
Exception Income
|
-
|
-
|
Exception expenditure
|
-
|
-
|
Profit after Tax
|
(11.68)
|
1.12
|
Other Comprehensive Income
|
(1,668.24)
|
3.38
|
Total Comprehensive Income
|
(1,679.92)
|
4.50
|
APPROPRIATION:
Interim Dividend
|
Nil
|
Nil
|
Final Dividend
|
Nil
|
Nil
|
Tax on distribution of dividend
|
Nil
|
Nil
|
Transfer of General Reserve
|
Nil
|
Nil
|
Balance carried to Balance sheet
|
(1,679.92)
|
4.50
|
Reason for non-consolidation of accounts
As on end of the financial year the company does not have any subsidiary or wholly owned subsidiary Company, or associate Companies. Hence, in Accordance with the applicable accounting standards, the Company has not prepared consolidated financial statements for the year under review.
b. OPERATIONS:
During the year under review, the Company has reported a Loss before tax of Rs. 11.68 Lakhs as compared to profit of Rs. 1.12 lacs in previous year.
Your Company is focusing on general trading and Service activities and exploring new opportunities to venture into new businesses with a view to augment its revenues so as to combat the threat posed by the financial constraints faced by the Company.
During the year, the Board of Directors at their meeting held on September 05, 2023, had approved the shifting of registered office of the Company with effect from October 02, 2023, within local limits, with effect from Balkum Pada No. 3, Thane (West), Thane - 400 608 to Shop Number 1, Dadlani Park, Near Pipeline Road, Balkum, Shrirangnagar ,Thane - 400 608
c. Shifting of Registered Offices of the Company
However, after the period under review, the Company had approved the shifting of the registered office of the Company in its Board meeting held on 11th April 2024, within the local limits, from Shop Number 1, Dadlani Park, Near Pipeline Road, Balkum, Shrirangnagar, Thane 400608 to Balkum Pada No. 3, Thane (West), Thane - 400 608 with effect from 12th April 2024.
d. DIVIDEND:
Your Board regrets their inability to recommend any dividend for the financial year ended March 31, 2024.
e. UNPAID DIVIDEND & IEPF:
The Company has not transferred any amount to the Investor Education & Protection Fund (IEPF) and no amount is lying in Unpaid Dividend A/c of the Company.
f. TRANSFER TO RESERVES:
The Company has not transferred any amount to the General Reserve or any other reserve during the financial year.
g. REPORT ON PERFORMANCE OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES:
The Company at its Annual General Meeting held on July 31, 2023, had obtained Shareholders approval vide requisite majority under Regulation 37A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, for disposal/strike off of Durlabh Commodities Private Limited, wholly owned subsidiary of the Company as it did not have any financial utility.
The Company had approved the sale of Durlabh Commodities Private Limited, wholly owned subsidiary of the Company, with effect from September 29, 2023 by Board Resolution and Agreement for Sale dated September 05, 2023 and had made an announcement regarding the same and as on end of the financial year the company does not have any subsidiary. Further, the Company does not have any joint venture or associate companies.
The salient features of the financial statement of Durlabh Commodities, which ceased in Form AOC-1 are attached as Annexure I and forms part of this Report.
h. DEPOSITS:
The Company has not accepted or renewed any amount falling within the purview of provisions of Section 73 of the Companies Act 2013 ("the Act") read with the Companies (Acceptance of Deposit) Rules, 2014 during the year under review. Hence, the requirement for furnishing of details relating to deposits covered under Chapter V of the Act or the details of deposits which are not in compliance with Chapter V of the Act is not applicable.
i. LOANS FROM DIRECTORS:
During the financial year 2023-24, as per Rule 2(1) (c) (viii) of the Companies (Acceptance of Deposits) Rules, 2014, the Company has borrowed the following amount from its Director. The Directors have declared to the Company that loans given to the Company were out of their own funds and not out of any borrowed funds:
Sr. No.
|
Name of Person
|
Relation with Company
|
Amount borrowed during the year
|
1.
|
Rajendra Gulabrai Parikh
|
Promoter, Executive Chairperson and CEO
|
Rs. 86.38 Lacs
|
j. PARTICULAR OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES:
The details of transactions/contracts/arrangements referred to in Section 188(1) of Companies act 2013 entered by the Company with related party(ies) as defined under the provisions of Section 2(76) of the Companies Act, 2013, during the financial year under review were in ordinary course of business and on an arm's length basis. The details of the Material Related Party Transactions are furnished in Form AOC-2 and the same is attached as Annexure II and forms part of this report.
k. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
The particulars as required under the provisions of Section 134(3)(m) of the Companies Act,
2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 in respect of conservation of energy, technology absorption, foreign exchange earnings and outgo etc. are furnished in Annexure III which forms part of this Report.
l. CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
Pursuant to Regulation 17 to 27, clause (b) to (i) of Regulation 46 and Para C, D & E of Schedule V of SEBI (Listing Obligations and Disclosures Requirements), 2015, the corporate governance report together with Auditor certificate on compliance of the same is annexed hereto and marked as Annexure VI. The Management Discussion and Analysis report is annexed as Annexure V.
m. ANNUAL RETURN:
Pursuant to the provisions of Section 134(3)(a) of the Companies Act, 2013, draft of the Annual Return for the financial year ended 31st March, 2024 as referred in Section 92(3) in Form MGT-7 on the below mentioned web-address: - www.jik.co.in
n. PARTICULARS OF INVESTMENTS, LOANS, GUARANTEES AND SECURITIES:
Details of loans and investment covered under section 186 of Companies Act, 2013, form part of the notes to the financial statement of the company in Note no. 2. The Company has not given any Guarantee pursuant to Section 186 of the Companies Act, 2013 during the year.
o. DISCLOSURES UNDER SECTION 134(3)(l) OF THE COMPANIES ACT, 2013:
There are no material changes and commitments which could affect the Company's financial position between the end of the financial year of the Company and date of this report:
p. DISCLOSURE OF INTERNAL FINANCIAL CONTROLS:
The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate. During the year under review, no material or serious observation has been received from the Statutory Auditors of the Company for inefficiency or inadequacy of such controls.
2. MATTERS RELATED TO DIRECTORS AND KEY MANAGERIAL PERSONNEL:
a. BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL
i. Appointment of Directors
During the period under review, Mr. Mayurkumar Jayantilal Patel (DIN: 02337564) was appointed as Additional Non-Executive Independent Director on the Board of the Company with effect from March 31, 2024 for a term of five years subject to the approval of shareholders. The Shareholders at their Extra-Ordinary General Meeting held on June 29, 2024, approved the appointment of Mr. Mayurkumar Jayantilal Patel for a term of five years with effect from March 31, 2024 in accordance with Section 149 of the Companies Act, 2013 read with Schedule IV of the Companies Act, 2013.
After the period under review, Mrs. Sugandha Ramchandra Rane (DIN: 07254968) was appointed as an Additional Non-Executive Independent Director on the Board of the Company with effect from July 13, 2024 for a term of five years subject to approval of shareholders at the ensuing Annual General meeting or within three months, whichever is earlier. The necessary resolution for her appointment is included in the AGM Notice.
ii. Resignation of Directors
Mr. Manoj Pragji Unadkat (DIN: 00495121) had resigned from the post of the Independent director of the Company with effect from March 31, 2024, close of business hours.
iii. Changes in Key Managerial Personnel of the Company
The Board of Directors of the Company at its meeting held on September 05, 2023, took note of the Resignation of Mr. Surendra Chandrakant Gurav as the Chief Financial Officer (CFO) of the Company with effect from September 05, 2023. However, Mr. Surendra Chandrakant Gurav continues to be a Non-Executive Non independent Director of the Company. However, in compliance with the requirement under Regulation 26 of the Listing Regulations, based on the recommendation of the Nomination and Remuneration Committee of the Company, the Board of Directors at their meeting held on November 09,
2023 had appointed Mr. Bhupendra Makwana as the Chief Financial Officer of the Company with effect from November 10, 2023.
iv. Mr. Kedar Mangesh Latke who was appointed as the Company secretary and Compliance officer of the company with effect from 30th March 2023 had resigned from his position with effect from 31st December 2023, close of business hours. The Company made the announcement to the stock exchange in this regard on 06th December 2023.
v. During the year under review, based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors of the Company had approved the appointment of Mrs. Mohini Sawant (Membership No: A49186) as the Company Secretary and Compliance office of the Company in its Board meeting held on 17th January 2024, with effect from 18th January 2024.
vi. Retirement by rotation
In accordance with the provisions of the Act, none of the Independent Directors are liable to retire by rotation.
As per the provisions of Section 152 of the Companies Act, 2013, Mr. Satishchandra Parmar (DIN: 10041501) is liable to retire by rotation at the ensuing Annual General Meeting and, being eligible, has offered himself for re-appointment. The Board of Directors recommends the re-appointment of Mr. Satishchandra Parmar (DIN: 10041501) as a Director of the Company.
b. DECLARATIONS BY INDEPENDENT DIRECTORS:
The Company has received the following declarations from all the Independent Directors
confirming that:
• They meet the criteria of independence as prescribed under the provisions of the Act, read with the Schedules and Rules issued thereunder, as well as of Regulation 16(1)(b) of the Listing Regulations. 1
2014, they have registered themselves with the Independent Director' database maintained by the Indian Institute of Corporate Affairs, Manesar.
• In terms of Regulation 25(8), Independent Director of the Listing Regulations, they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties.
• In terms of Regulation 25(9) of the Listing Regulations, the Board of Directors has ensured the veracity of the disclosures made under Regulation 25(8) of the Listing Regulations by the Independent Directors of the Company.
• None of the Directors of the Company are disqualified from being appointed as Directors as specified in Section 164(2) of the Companies Act, 2013 and Rule 14(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014.
In the opinion of the Board, the Independent Directors possess the requisite integrity, expertise, experience and proficiency (including registration in Independent Directors' databank if applicable).
3. DISCLOSURES RELATED TO BOARD, COMMITTEES AND POLICIES:
a. BOARD MEETINGS
The Board of Directors met 7 times during the financial year ended 31st March, 2024 in accordance with the provisions of the Companies Act, 2013 and rules made thereunder.
The details of the meetings of the Board and its Committees held during the year under review are stated in the Corporate Governance Report annexed as Annexure VI
b. AUDIT COMMITTEE:
The Audit Committee of the Company was constituted pursuant to the provisions of Section 177 of the Companies Act, 2013 and Regulation 18 of SEBI (LODR) Regulations, 2015 and the constitution of the Committee as on March 31, 2024, is as follows:
Mrs. Rajeshri Deepak Patel Chairperson
Mr. Manoj Pragji Unadkat Member1
Mr. Rajendra Gulabrai Parikh Member
*During the year under review, Mr. Manoj Pragji Unadkat resigned as an Independent Director from the Board of the Company and also ceased to be a member of the Audit Committee w.e.f 31st March 2024, close of business hours. In place of him, Mr. Mayurkumar Jayantilal Patel was appointed as a Member of the Committee w.e.f. 01st April 2024.
The Audit committee meetings held for the financial year 2023-24 and powers & role of the Audit Committee are included in the Corporate Governance Report Annexure VI.
During the year under review, all the recommendations made by the Audit Committee were accepted by the Board of Directors of the Company.
c. NOMINATION AND REMUNERATION COMMITTEE
The Nomination & Remuneration Committee of the Company was constituted pursuant to the provisions of Section 178 of the Companies Act, 2013 and Regulation 18 of SEBI (LODR) Regulations, 2015 and the constitution of the Committee as on March 31, 2024, was as follows.
Mr. Manoj Pragji Unadkat Chairperson*
Mr. Rajeshri Patel Member
Ms. Sunita H Shroff Member
*During the year under review, Mr. Manoj Pragji Unadkat resigned as an Independent Director from the Board of the Company and also ceased to be a member of the Committee w.e.f 31st March 2024, close of business hours. In place of him, Mr. Mayurkumar Jayantilal Patel was appointed as the Chairperson & Member of the Committee w.e.f. 01st April 2024.
For details of Nomination & Remuneration committee meetings held for the financial year 2023¬ 24 and powers & role of the Nomination & Remuneration Committee are included in the Corporate Governance Report in Annexure VI.
The salient features of the Nomination & Remuneration Policy are attached as Annexure IV and the Remuneration Policy is available on Company's Website and can be accessed in the link herein: www.jik.co.in.
d. STAKEHOLDERS RELATIONSHIP COMMITTEE:
The Stakeholders Relationship Committee of Directors is constituted pursuant to the provisions of Section 178 of the Companies Act, 2013 and Regulation 20 of SEBI(LODR)Regulations, 2015 was as follows:
Mr. Manoj Pragji Unadkat Chairperson*
Mrs. Rajeshri Deepak Patel Member
Mr. Rajendra Gulabrai Parikh Member
*During the year under review, Mr. Manoj Pragji Unadkat resigned as an Independent Director from the Board of the Company and hence ceased to be a member of the Stakeholders Relationship Committee w.e.f 31st March 2024. In place of him, Mr. Mayurkumar Jayantilal Patel was appointed as the Additional Independent Director as a Member of the Committee w.e.f. 31st March 2024.
The details of the meetings held for the financial year 2023-24, please refer to the Corporate Governance Report, which forms part of this report in Annexure VI
The Company has complied with the applicable Secretarial Standards in respect of all the above Board and Committee meetings.
e. VIGIL MECHANISM/WHISTLE BLOWER POLICY FOR THE DIRECTORS AND EMPLOYEES:
The Board of Directors of the Company has, pursuant to the provisions of Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 read with Regulation 22 of SEBI(LODR), 2015, framed "Vigil Mechanism Policy/Whistleblower Policy" for Directors and employees of the Company to provide a mechanism which ensures adequate safeguards to employees and Directors from any victimization on raising of concerns of any violations of legal or regulatory requirements.
The employees of the Company have the right/option to report their concern/grievance to the Chairperson of the Audit Committee.
The Policy can be accessed through the Company's Website at www.jik.co.in.
f. RISK MANAGEMENT POLICY:
The Board of Directors of the Company has designed Risk Management Policy and Guidelines to avoid events, situations or circumstances which may lead to negative consequences on the Company's businesses and define a structured approach to manage uncertainty and to make use of these in their decision-making pertaining to all business divisions and corporate functions. Key business risks and their mitigation are considered in the annual/strategic business plans and in periodic management reviews.
g. ANNUAL EVALUATION OF DIRECTORS, COMMITTEES AND BOARD:
The Board has carried out an annual performance evaluation of its own performance, and of the directors individually, as well as the evaluation of all the committees i.e., Audit, Nomination and Remuneration, Stakeholders Relationship Committee of Directors.
The Board adopted a formal evaluation mechanism for evaluating its performance and as well as that of its committees and individual directors, including the Chairperson of the Board. The exercise was carried out by feedback survey from each director covering Board functioning such as composition of Board and its Committees, experience and competencies, governance issues etc. A separate exercise was carried out to evaluate the performance of individual directors including the Chairperson of the Board who were evaluated on parameters such as attendance, contribution at the meeting etc.
h. CORPORATE SOCIAL RESPONSIBILITY:
The Company is not required to constitute a Corporate Social Responsibility Committee as it does not fall within the purview of Section 135(1) of the Companies Act, 2013 and hence it is not required to formulate policy on corporate social responsibility.
4. AUDITORS AND REPORTS:
The matters related to Auditors and their Reports are as under:
a. OBSERVATIONS OF STATUTORY AUDITORS ON ACCOUNTS FOR THE YEAR ENDED 31st MARCH 2024:
The observations / qualifications / disclaimers made by the Statutory Auditors in their report for the financial year ended 31st March, 2024 read with the explanatory notes therein are self¬ explanatory and therefore, do not call for any further explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.
b. ANNUAL SECRETARIAL COMPLIANCE REPORT
Pursuant to Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with SEBI Circular No. CIR/CFD/CMD1/27/2019 dated February 08, 2019, M/s. Dhirendra Maurya & Associates, Practicing Company Secretary, has issued an Annual Secretarial Compliance Report for the Financial Year Ended on 31st March 2024. A copy of the Annual Secretarial Compliance Report has been placed on the website of the Company.
c. SECRETARIAL AUDIT REPORT FOR THE YEAR ENDED 31ST MARCH, 2024:
Provisions of Section 204 read with Section 134(3) of the Companies Act, 2013, mandates to obtain Secretarial Audit Report from a Practicing Company Secretary. M/s Dhirendra Maurya & Associates, Practicing Company Secretary, had been appointed to issue Secretarial Audit Report for the financial year 2023-24.
The Secretarial Audit Report issued by Mr. Dhirendra Maurya, Practicing Company Secretaries in Form MR-3 for the financial year 2023-24 forms part of this report as Annexure VII.
COMMENT OF SECRETARIAL AUDITOR:
The auditor has conducted the secretarial audit for the financial year 2023-24 and has provided his report thereon. The observations of the Auditor and the management response is as below:
Observation: The Company has not followed proper procedure of the Postal Ballot to alter the main objects clause of the Memorandum of Association for which resolution has been taken in the Annual General Meeting dated September 08, 2017. The Company has filed compounding application with the Registrar of Companies, Mumbai and the order of the ROC, Mumbai is still awaited.
Management Response: The Company had inadvertently violated the Act but had duly passed the Special Resolution at a Duly Convened General meeting. However, when it came to the Notice of the Company that the resolution had to be passed through Postal Ballot, the Company had immediately filed an application for Compounding.
Observation: The Company continues to be non-compliant towards payment of Annual Listing Fees to National Stock Exchange of India Limited (NSE) & Bombay Stock Exchange (BSE).
Management Response: The Company was facing a cash crunch due to continued losses over the past years and the COVID-19 pandemic situation worldwide has made the situation worse. However, The Annual Listing Fees of NSE for current Financial year i.e. 2024-25 is pending and the Annual Listing Fees of BSE is pending since 2022 including the current Financial year. The Company is making efforts to pay Annual Listing Fees pending with BSE and NSE along with the interest levied by the Stock Exchanges for Delayed Payment of Annual Listing Fees.
Observation: The Company continues to be suspended from trading w.e.f. August 12, 2022, on BSE and NSE.
Management Response: The Company has made the Compliances till date and had filed for revocation of suspension of trading application with both the Exchanges i.e. BSE and NSE. The Company is co-ordinating with the BSE and NSE for discontinuing the suspension and is providing all the details / documents to the Exchanges required for the same.
Observation: The Fines imposed by NSE for delay in compliance with various regulations of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as SEBI LODR Regulations, 2015 during the FY 2020-21 & 2021-22 is still unpaid by the Company. The Request for waiver of fine to the Exchange by the Company was not considered favorably by NSE & the same was intimated to the company vide Letter Ref. NSE/LIST/SOP/0016 dated February 24, 2024. The Delisting Committee after giving Company opportunity of hearing granted additional time to the Company till June 30, 2024 to pay outstanding SOP Fines and that was communicated to the Company through E-mail dated February 01, 2024.
Management Response: The Company has made full payment of the SOP Fines imposed by the NSE in two tranches i.e. 50% on June 28, 2024, and 50% on July 01, 2024.
Observation: The Fines imposed by BSE for delay in compliance with various regulations of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as SEBI LODR Regulations, 2015 during the FY 2020-21 & 2021-22 is still unpaid by the Company.
Management Response: The Company had applied for the Waiver Application to BSE to waive the fines imposed by BSE for delay in compliance with various regulations the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as SEBI LODR Regulations, 2015 during the FY 2020-21 & 2021-22 and in response to the waiver application, the Company had received mail from BSE on February 16, 2024 stating that the NSE is the Company's Designated Stock Exchange and hence the Company was requested to apply for waiver application to NSE. The Company is in process to pay all the outstanding SOP fines.
d. STATUTORY AUDITORS:
M/s. H.G Sarvaiya & Co., Chartered Accountants, the Statutory Auditors of the Company have been re-appointed for a term of 5 years with effect from the date of the Annual General meeting held for the financial year 2021-22 till the Annual General Meeting to be held for the financial year 2026-2027 and they continue to be the Statutory Auditors of the Company The Company has received written consent and certificate of eligibility in accordance with Sections 139, 141 and other applicable provisions of the Companies Act, 2013 and Rules issued thereunder (including any statutory modification(s) or re-enactment(s) for the time being in force), from M/s. H.G. Sarvaiya & Co., Chartered Accountants. Further, they have confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India (ICAI) as required under the Listing Regulations.
e. SECRETARIAL AUDITOR:
The Company had appointed M/s Dhirendra Maurya & Associates as the Secretarial Auditor of the Company, for the financial year 2023-24. For this purpose, M/s Dhirendra Maurya & Associates has submitted their Audit Report for the financial year 2023-24.
f. INTERNAL AUDITOR:
The Company had appointed M/ s Motilal Jain & Associates LLP, Chartered Accountants, as the Internal Auditors of the Company for the Financial year 2023-24.
g. MAINTENANCE OF COST RECORDS:
Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, as amended from time to time, the Company is not required to maintain Cost Records under said Rules.
h. REPORTING OF FRAUDS BY STATUTORY AUDITORS UNDER SECTION 143(12):
There were no incidents of reporting of frauds by Statutory Auditors of the Company under Section 143(12) of the Act read with Companies (Accounts) Rules, 2014.
i. CORPORATE GOVERNANCE:
Particulars
|
Details
|
Name of Person & Designation to whom Remuneration is paid as per Section II of Schedule V
|
Mr. Rajendra Parikh
|
All elements of remuneration package such as salary, benefits, bonuses, stock options, pension, etc., of all the directors
|
Rs. 7,20,000/-
|
Details of fixed component and performance linked incentives along with the performance criteria
|
No performance linked incentives offered
|
Service contracts, notice period, severance fees
|
NA
|
Stock option details, if any, and whether the same has been issued at a discount as well as the period over which accrued and over which exercisable
|
NA
|
Further, Mr. Rajendra G. Parikh had waived the balance amount to receive as remuneration from the Company due to the financial condition of the Company.
5. OTHER DISCLOSURES:
Other disclosures as per the provisions of Section 134 of the Act read with Companies (Accounts) Rules, 2014 are furnished as under:
a. DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL:
No orders have been passed by any Regulator or Court or Tribunal which could have impact on the going concern status and the Company's operations in future.
b. DIRECTOR'S RESPONSIBILITY STATEMENT:
In terms of Section 134(5) of the Companies Act, 2013, in relation to the audited financial statements of the Company for the year ended 31st March 2024, the Board of Directors hereby confirms that:
i. in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures.
ii. such accounting policies have been selected and applied consistently and the Directors 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 31st March, 2024 and of the profit/loss of the Company for that year;
iii. proper and sufficient care was taken 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.
iv. the annual accounts of the Company have been prepared on a going concern basis
v. the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.
vi. proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
c. DISCLOSURE REGARDING INTERNAL COMPLAINTS COMMITTEE:
The Company has complied with the provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and there were no complaints received during the year under review.
d. DISCLOSURE UNDER SECTION 43(a)(ii) OF THE COMPANIES ACT, 2013:
The Company has issued equity shares with differential voting rights but the same have not been issued during the financial year hence no information as per provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.
e. DISCLOSURE UNDER SECTION 54(1)(d) OF THE COMPANIES ACT, 2013:
The Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of Section 54(1)(d) of the Act read with Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.
f. DISCLOSURE UNDER SECTION 62(1)(b) OF THE COMPANIES ACT, 2013:
The Company has not issued any equity shares under Employees Stock Option Scheme during the year under review and hence no information as per provisions of Section 62(1)(b) of the Act read with Rule 12(9) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.
g. DISCLOSURE UNDER SECTION 67(3) OF THE COMPANIES ACT, 2013:
During the year under review, the Company has not issued any shares under any schemes pursuant to Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014 is furnished. Hence, the disclosure in this regard is not applicable.
h. DISCLOSURE UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013 AND OTHER DISCLOSURES AS PER RULE 5 OF COMPANIES (APPOINTMENT & REMUNERATION) RULES, 2014:
The information required under Section 197(12) of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are as under:
• A Statement showing the details of every employee of the Company who was in receipt of remuneration in excess of Rs. 1.02 Crores, if employed throughout the year - N.A.
• Percentage increase in remuneration of each director, KMP, and of % increase in median of remuneration of employees - 33.33%
The Annual Report and Accounts are being sent to the Members, excluding the information on employees' particulars which is available for inspection by the Members at the Registered Office of the Company during the business hours on working days of the Company. Any member interested in obtaining such particulars may write to the Company Secretary at the Registered Office of the Company.
i. DISCLOSURE OF PROCEEDINGS PENDING OR APPLICATION MADE UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016:
No application was filed for corporate insolvency resolution process, by a financial or operational creditor or by the company itself under the IBC before the NCLT.
j. DISCLOSURE OF REASON FOR DIFFERENCE BETWEEN VALUATION DONE AT THE TIME OF TAKING LOAN FROM BANK AND AT THE TIME OF ONE TIME SETTLEMENT:
There was no instance of one-time settlement with any Bank or Financial Institution.
6. ACKNOWLEDGEMENTS AND APPRECIATION:
Your Directors take this opportunity to thank the customers, shareholders, suppliers, bankers, business partners/ associates, institutions and Central and State Governments for their consistent support and encouragement to the Company
For and on behalf of the Board JIK Industries Limited,
Sd/- Sd/-
Rajendra Gulabrai Parikh Surendra Chandrakant Gurav
Executive Chairperson & CEO Non-Executive Director
DIN: 00496747 DIN: 00485016
Date: 12/07/2024 Date: 12/07/2024
Place: Thane Place: Thane
1
In terms of Rule 6(3) of the Companies (Appointment and Qualification of Directors) Rules,
|