jik industries ltd Directors report

To

The Members,

JIK Industries Limited

Your Directors have pleasure in presenting the 31st Annual Report of the Company together with the Audited Statement of Accounts for the year ended 31st March 2023.

1. FINANCIAL STATEMENTS & RESULTS:

a. FINANCIAL RESULTS (STANDALONE AND CONSOLIDATED):

The Companys performance during the year ended 31st March, 2023 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, 2023	For the financial year ended 31st March, 2022
Income	117.65	41.07
Less: Expenses	116.53	40.42
Profit/ (Loss) before tax	1.12	0.65
Less: Provision for tax	-	-
Current Tax	-	-
Deferred Tax	-	-
Income Tax of earlier years w/ off	-	-
Exception Income	-	-
Exception expenditure	-	-
Profit after Tax	1.12	0.65
Other Comprehensive Income	3.38	1.49
Total Comprehensive Income	4.50	2.15
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	4.50	2.15

Consolidated Financial Statement

Amount (Rs. In Lakhs)

Particulars	For the financial year ended 31st March, 2023	For the financial year ended 31st March, 2022
Income	118.21	41.17
Less: Expenses	159.33	66.24
Profit/ (Loss) before tax	(41.12)	(25.07)
Less: Provision for tax	-	-
Current Tax	-	-
Deferred Tax	-	-
Income Tax of earlier years w/off	-	-
Exception Income	-	-
Exception expenditure	-	-
Profit after Tax	(41.12)	(25.07)
Other Comprehensive Income	3.38	1.49
Total Comprehensive Income	(37.74)	(23.58)
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	(37.74)	(23.58)

b. OPERATIONS:

During the year under review, the Company has reported a Consolidated Loss before tax of Rs. 41.12 Lakhs as compared to a Loss of Rs. 25.07 Lakhs in previous year.

The Company reported Standalone profit before Tax of Rs. 1.12 Lakhs as against profit of Rs.

0.65 Lakhs in the 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.

c. DIVIDEND:

Your Board regrets their inability to recommend any dividend for the financial year ended March 31, 2023.

d. 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.

e. TRANSFER TO RESERVES:

The Company has not transferred any amount to General Reserve.

f. REPORT ON PERFORMANCE OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES:

The performance and financial position/salient features of the financial statement of each of the subsidiaries, associates and joint venture companies for the year ended 31st March 2023, is given in Form AOC-1 and is attached as Annexure I and forms part of this Report.

g. 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.

h. LOANS FROM DIRECTORS:

During the financial year 2022-23, 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	99,09,642

i. 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 arms 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.

j. 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.

k. 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.

l. 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, 2023 as referred in Section 92(3) in Form MGT-7 on the below mentioned web-address: - www.jik.co.in

m. 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 standalone 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.

n. DISCLOSURES UNDER SECTION 134(3)(l) OF THE COMPANIES ACT, 2013:

The following material changes and commitments which could affect the Companys financial position have occurred between the end of the financial year of the Company and date of this report:

1. Reply to Show Cause Notice for Delisting:

The National Stock Exchange and Bombay Stock Exchange had levied fines for noncompliance with various provisions of SEBI Regulations. The Company has however complied with the non-compliances in the present date.

During the year under review and later, the Company received a Show Cause Notice from the National Stock Exchange of India on March 10, 2023 & communication dated June 19, 2023, and the Bombay Stock Exchange on April 05, 2023 for compulsory delisting of the equity shares of the Company. The Company had replied to the Show Cause Notices issued by the Exchanges and requested to the exchanges for various relief and waiver from the fines and penalties.

The matter is underway.

2. Appointment of Statutory Auditor

After the year under review, the Company had held its 30^th Annual General meeting wherein it has approved the appointment of M/s H.G Sarvaiya & Co., Chartered Accountants, as the Statutory Auditor of the Company to hold office till the conclusion of the Annual General Meeting for the Financial year 2026 ? 27.

3. Approval for Disposal/Strike off of Durlabh Commodities Private Limited and selling of remaining stake in I.A. & I.C. Private Limited and Shah Pratap Industries Private Limited:

The Company had vide a Special Resolution passed through Postal Ballot on March 26, 2023, approved the dilution of stake in Shah Pratap Industries Private Limited and I A and I C Private Limited such that they would cease to exist as the Subsidiary of the Company and w.e.f. 30^th March, 2023, they ceased to be the subsidiaries of the Company.

Further, 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.

Further the Company in the same Annual General Meeting, had also obtained by means of a special resolution, approval for selling off of the remaining stake in I A & IC Private Limited and Shah Pratap Industries Private Limited.

The Company has approved the sale of Durlabh Commodities Private Limited , wholly owned subsidiary of the Company, with effect from September 05, 2023 and has made an announcement regarding the same but the Company is yet to find a suitable buyer for the same.

4. Resignation of Mr. Surendra Chandrakant Gurav as the Chief Financial Officer (CFO) of the Company with effect from September 05, 2023

The Board of Directors of the Company at its meeting held on September 05, 2023, approved 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 the Non-Executive Non independent Director of the Company.

0. 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

1. Appointment of Directors

• Mr. Surendra Chandrakant Gurav (DIN: 00485016), Chief Financial Officer was appointed as a Non-Executive Non-Independent Director on the Board of the Company with effect from February 22, 2023, and his appointment was regularized through postal ballot on March 26, 2023.

• Mr. Satishchandra Chhagan Parmar (DIN: 10041501) was appointed as Non-Executive NonIndependent Director with effect from February 22, 2023, and his appointment was regularized through postal ballot on March 26, 2023.

• Ms. Sunita Shroff (DIN: 09820138) was appointed as Non-Executive Independent Director with effect from February 22, 2023 and her appointment was regularized through postal ballot on March 26, 2023.

ii. Resignation of Directors

• Mr. Karthik Sairam (DIN: 06593197) resigned as an Independent Director of the Company on 05th October 2022.

iii. 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, have 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, as may be decided by the Board of Directors in terms of Section 152(6) of the Act.

iv. Changes in Key Managerial Personnel

During the year under review, based on the recommendation of the Nomination and Remuneration Committee, Ms. Ritika Sharma, was appointed as the Company Secretary and Compliance Officer of the Company on August 02, 2022. However, Ms. Ritika Sharma,

Company Secretary & Compliance Officer of the Company resigned with effect from October 05, 2022. Thereafter, based on the recommendation of NRC Committee, the Board had appointed Mr. Kedar Mangesh Latke as Company Secretary and Compliance Officer of the Company with effect from March 30, 2023.

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.

• In terms of Rule 6(3) of the Companies (Appointment and Qualification of Directors) Rules, 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 for 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 and clearing of examination, if applicable).

3. DISCLOSURES RELATED TO BOARD, COMMITTEES AND POLICIES:

a. BOARD MEETINGS

The Board of Directors met 8 times during the financial year ended 31st March, 2023 in accordance with the provisions of the Companies Act, 2013 and rules made thereunder.

The details 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 Directors 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, 2023 is as follows:

Mrs. Rajeshri Deepak Patel	Chairperson
Mr. Manoj Pragji Unadkat	Member
Mr. Rajendra Gulabrai Parikh	Member

For details of the Audit committee meetings held for the financial year 2022-23 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.

c. NOMINATION AND REMUNERATION COMMITTEE

The Nomination & Remuneration Committee of Directors 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, 2023, is as follows:

Mr. Manoj Pragji Unadkat	Chairperson
Mr. Rajeshri Patel	Member
Ms. Sunita H Shroff	Member*

*During the year under review, Mr. Karthik Sairam resigned as an Independent Director from the Board of the Company and hence ceased to be a member of the Nomination and Remuneration Committee w.e.f 05^th October 2022. In place of him, Ms. Sunita H Shroff was appointed as the Independent Director as a Member of the Committee w.e.f. 22^nd February, 2023.

For details of the Nomination & Remuneration committee meetings held for the financial year 2022-23 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 and are attached as Annexure IV and the Remuneration Policy is available on Companys website and can be accessed in the link provided herein below: www.jik.co.in.

d. STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Stakeholders Relationship Committee of Directors was constituted pursuant to the provisions of Section 178 of the Companies Act, 2013 and Regulation 20 of SEBI(LODR)Regulations, 2015 are as follows:

Mr. Manoj Pragji Unadkat	Chairperson
Mrs. Rajeshri Deepak Patel	Member
Mr. Rajendra Gulabrai Parikh	Member

For details of the meetings held for the financial year 2022-23, 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 Companys Website 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 Companys 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 2023:

The observations / qualifications / disclaimers made by the Statutory Auditors in their report for the financial year ended 31st March, 2023 read with the explanatory notes therein are selfexplanatory 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, 2023. 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 31^ST MARCH, 2023:

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 2022-23.

The Secretarial Audit Report issued by Mr. Dhirendra Maurya, Practicing Company Secretaries in Form MR-3 for the financial year 2022-23 forms part of this report as Annexure VII.

COMMENT OF SECRETARIAL AUDITOR:

The auditor has conducted the secretarial audit for the financial year 2022-23 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 (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 Company has requested for relief from the pending Listing Fees etc.

Observation: The Non-compliance under Reg. 17 was compiled by appointment of requisite Board Members w.e.f. 22nd Feb. 2023.

Management Response: As highlighted in the previous Annual Report, the Company was in the process of complying with the same and has thereafter appointed the Directors with effect from February 22, 2023.

Observation: The Company has delayed in filing of Secretarial Compliance Report under Reg. 24A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, for the FY 2021-22 & said report was filed late on March 31, 2023

Management Response: The Non-compliance under Reg. 24A was compiled by filing the said report on 31/03/2023.

Observation: The Company has delayed in filing of results under Regulation 33, of SEBI LODR Regulations, 2015 for the quarters i.e., March 31, 2022, June 30, 2022, September 2022 and December 2022 with National Stock Exchange of India Limited (NSE) & Bombay Stock Exchange (BSE) and for quarters ended March 31, 2022, June 30, 2022 under Regulation 74(5) & 76 of SEBI (Depositories and Participants) Regulations, 2018 with National Stock Exchange of India Limited (NSE) & Bombay Stock Exchange (BSE).

Management Response: With respect to delay in filings for the quarters March 31, 2022, June 30, 2022, September 2022 and December 2022 under Regulation 33 of SEBI LODR Regulations, 2015, the same were filed in delayed due to alleged issue with RTA.

With respect to delay in filings for the quarters March 31, 2022, June 30, 2022 for Regulation 74(5) of & 76 of SEBI (Depositories and Participants) Regulations, the same were filed in delay due to the issues with the Companys Registrar and Share Transfer Agent ("R&TA"), Link InTime which had withheld the companys data, due to alleged billing and payment issues etc. Despite several reminders, the R&TA did not resolve the issues. The company had therefore approached higher authorities namely SEBI, NSE, BSE to intervene and take action against the R&TA. Thereafter the Issue was resolved during the last quarter of 2022 and Link In-Time began to provide data subsequently. Thereafter, the Company complied with the filings and disclosures.

d. STATUTORY AUDITORS:

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014, the Company had regularized the appointment of M/s. H.G Sarvaiya & Co., Chartered Accountants as the Statutory Auditor of the Company through Postal Ballot on 26th March 2023 to hold office till the 30^th Annual General Meeting.

Further, 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 as the Secretarial Auditor of the Company, for the financial year 2022-23. For this purpose, M/s Dhirendra Maurya & Associates has submitted their Audit Report for the financial year 2022-23.

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 2022-23.

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 incidences 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. 5,40,000/-
Details of fixed component and performance linked incentives along with the performance criteria
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 Companys operations in future.

b. DIRECTORS 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, 2023, 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, 2023 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.

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 - N.A.

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 & CFO
DIN: 00496747	DIN: 00485016
Date: 05/09/2023	Date:05/09/2023
Place: Thane	Place: Thane