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Jaykay Enterprises Ltd.

BSE: 500306 Sector: Others
NSE: JKSYNTHETC ISIN Code: INE903A01025
BSE 16:01 | 27 Mar 2018 Jaykay Enterprises Ltd
NSE 05:30 | 01 Jan 1970 Jaykay Enterprises Ltd
OPEN 5.31
PREVIOUS CLOSE 5.31
VOLUME 29572
52-Week high 12.60
52-Week low 5.05
P/E 18.33
Mkt Cap.(Rs cr) 20
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 5.31
CLOSE 5.31
VOLUME 29572
52-Week high 12.60
52-Week low 5.05
P/E 18.33
Mkt Cap.(Rs cr) 20
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Jaykay Enterprises Ltd. (JKSYNTHETC) - Director Report

Company director report

TO THE MEMBERS

Your Directors present the Annual Report and Audited Statements of Account for the yearended 31st March 2016.

1. FINANCIAL RESULTS

2015-16
(Rs. in Lacs)
Revenue from operations 30.25
Other Income 552.64
Profit before Depreciation & Tax 144.73
Depreciation 8.66
Profit before Tax 136.07
Tax Expenses (MAT) 25.39
Profit After Tax For the Year 110.68
Balance brought forward from Previous Year 3520.97
Adjustment of Depreciation
Balance carried to Balance Sheet 3631.65

2. OVERALL PERFORMANCE

During the year under report your Company’s main income has been from Registrarand Share Transfer Agent’s activities. Besides the Company also earned income frominterest and rent. After depreciation and Income Tax (MAT) profit for the year was Rs.110.68 lacs. There is no Income Tax Liability for the year due to brought forwardunabsorbed depreciation.

3. REHABILITATION PACKAGE

As reported earlier proceeding under the provisions of The Sick Industrial CompaniesAct (Special Provisions) 1985 (the ‘SICA’) is undergoing before Board forIndustrial & Financial Reconstruction (‘BIFR’). The Audited Balance Sheet ofthe Company as at 31.03.2013 shows that the Company’s Net worth turned positive. Asper legal advice your Company moved an application before BIFR seeking de-registrationfrom BIFR in order to come out from the purview of SICA and the said application ispending for disposal.

4. SUBSIDIARY COMPANY/ASSOCIATE COMPANY – CONSOLIDATED FINANCIAL STATEMENTS

The Company has no Subsidiary but only one Associate Company J.K. Cotton Ltd. (JKCL)in terms of 3rd proviso to Rule 6 of the Companies (Accounts) Rules 2014.The Company isrequired to prepare Consolidated Financial Statement of the Company and its AssociateCompany JKCL under Section 129(3) of the Companies Act 2013. Consolidation of theaccounts of Associate Company is made in accordance with AS-23 issued by The Institute ofChartered Accountants of India under Equity Method. In the Equity Method investment isinitially recorded at cost identifying any goodwill/capital reserve arising at the timeof acquisition. The shares of JKCL were allotted to the Company in terms of RehabilitationScheme approved by Board for Industrial & Financial Reconstruction (‘BIFR’).JKCL was a sick company and had huge carried forward losses when the shares were allottedresulting in capital reserve at the time of allotment. The Company has made provision fordiminution in value of investment and investments are carried at notional value of Rs.1.00. JKCL has made some profits in subsequent years and your company’s share inprofits had been adjusted against capital reserve created at the time of acquisition. TheValue of investment under Equity method will continue to be negative therefore standaloneand consolidated financials will be same. Necessary details have been given in Note No.25of Notes on Accounts.

5. DIVIDEND

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

6. SHARE CAPITAL

The paid up Equity Share Capital as at March 31 2016 stood at Rs. 37134752/-.During the year under review the Company has not issued any further shares.

7. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS BY THE COMPANY

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

8. PERSONNEL

No employee drawn remuneration in excess of the limits as specified under the amendedprovisions of Section 134 of the Companies Act 2013 read with Companies (Appointment& Remuneration) Rules 2014 throughout or part of the financial year under review.None of the employee is a relative of any Director of the Company. None of the employeehold (by himself or along with his spouse and dependent children) more than two percent ofthe equity shares of the Company.

The information required pursuant to Section 197 read with Rule 5 of The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 is furnished hereunder:

Name Designation

Remuneration paid

Increase in Remune- ration from previous year Ratio/time per Median of employee remune- ration
2015-16 2014-15
1 Mr. Ashok Gupta* Managing Director (KMP) 2443068 1240519 Not Applicable 7.08
2 Mr. Chandra Sr. General 1456400 725802 Not Applicable 4.22
Prakash Agarwal** Manager (Taxation) & Chief Financial Officer (KMP)
3 Mr. Prabhat Kumar Mishra Manager (Legal) & Company Secretary (KMP) 931260 673173 Not Applicable 2.70

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

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

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

10. CORPORATE GOVERNANCE

A report on Corporate Governance along with the Auditors’ Certificate on itscompliance forms an integral part of this Report.

11. PUBLIC DEPOSITS

Your Company has not invited any deposits from public/shareholders under Section 73 and74 of the Companies Act 2013.

12. WHISTLE BLOWER POLICY/VIGIL MECHANISM

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

13. CORPORATE SOCIAL RESPONSIBILITY

Your Company’s profits net worth and turnover are far below from the criteria asmentioned in Section 135 of the Companies Act 2013 read with Companies (Corporate SocialResponsibility) Rules 2014. Hence the CSR provisions are not applicable to the Companyduring the F.Y. 2015-16.

14. DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY

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

15. REMUNERATION POLICY

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

16. RELATED PARTY TRANSACTIONS

All the related party transactions are entered on arm’s length basis in theordinary course of business and are in compliance with the applicable provisions of theCompanies Act 2013 and the Listing Regulations. There are no materially significantrelated party transactions made by the Company with Promoters Directors or Key ManagerialPersonnel etc. which may have potential conflict with the interest of the Company at largeor which warrants the approval of the shareholders. Accordingly no transactions are beingreported in Form AOC-2 in terms of Section 134 of the Act read with Rule 8 of theCompanies (Accounts) Rules 2014. However the details of the transactions with RelatedParty are provided in the Company’s financial statements in accordance with theAccounting Standards.

All Related Party Transactions are presented to the Audit Committee and the Board.Omnibus approval is obtained for the transactions which are foreseen and repetitive innature. A statement of all related party transactions is presented before the AuditCommittee on a quarterly basis specifying the nature value and terms and conditions ofthe transactions.

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

None of the Directors has any pecuniary relationship on transactionsvis–a–vis the Company.

17. AUDITORS’ REPORT

Your Company prepares its financial statements in compliance with the requirements ofthe Companies Act 2013 and the Generally Accepted Accounting Principles (GAAP) in India.The financial statements have been prepared on historical cost basis. The estimates andjudgments relating to the financial statements are made on a prudent basis so as toreflect a true and fair manner the form and substance of transactions and reasonablypresent the Company’s state of affairs profits and cash flows for the year endedMarch 31 2016.

Auditors’ Report to the shareholders does not contain any qualification in thefinancial statements for the year under report.

18. INTERNAL CONTROL SYSTEM

INTERNAL CONTROL

The Company’s internal control system is commensurate with its size scale andcomplexities of its operations. An Independent firm of Chartered Accountants carries outInternal Audit on the random basis to detect flaws in the system. Internal Audit reportsare prepared on the respective areas to create awareness and corrective actions are takento rectify them. These reports are reviewed by the Audit Committee of the Board for followup action. The Audit Committee of the Board of Directors also reviews the adequacy andeffectiveness of internal control systems and suggests improvement for strengthening themfrom time to time.

INTERNAL FINANCIAL CONTROLS

In accordance with Section 134(5)(e) of the Companies Act 2013 the Company hasInternal Financial Controls Policy by means of Policies and Procedures commensurate withthe size & nature of its operations and pertaining to financial reporting. Inaccordance with Rule 8(5)(viii) of Companies (Accounts) Rules 2014 it is herebyconfirmed that the Internal Financial Controls are adequate with reference to thefinancial statements.

19. DIRECTORS AND KEY MANAGERIAL PERSONNEL

19.1 In accordance with the provisions of Section 152 of the Companies Act 2013 andthe Company’s Articles of Association Smt. Vidhi Nidhipati Singhania (DIN 00293520)will retire by rotation at the ensuing Annual General Meeting and being eligible offersherself for reappointment.

Smt. Vidhi Nidhipati Singhania is an enthusiast of art penchant of classical music andis a designer epitomizing the perfect blend of traditional and contemporary fashion. Astudent of Cathedral and John Connon School Mumbai Smt. Vidhi Singhania moved to KotaRajasthan in 1994 and thus began her foray into the world of textiles and fashion. Aveteran in the fashion industry she has been a member of the Fashion Design Council ofIndia (FDCI) for the last ten years.She is also a Director in other Indian Companies.

19.2 The Board of Directors have reappointed Shri Ashok Gupta (DIN:00135288) asManaging Director in its Meeting held on 23rd May 2016 upto period of two years w.e.f.1st September 2016 on the terms and conditions enumerated in the resolution being put foryour approval.

Shri Gupta is a qualified Chartered Accountant having more than 3 decades of experiencein the field of Accounts and Finance and working with Company since 1978.

19.3 With the coming into force of the Companies Act 2013 the Board appointed theexisting Independent Directors viz Dr. K.B Agarwal Shri Ravindra Kumar Tandon Shri AnilKumar Dalmia and Shri Kedar Nath Mehrotra as Independent Directors each for a term uptofive years under the Act. All Independent Directors have given declarations that they meetthe criteria of independence as laid down under Section 149(6) of the Companies Act 2013and Clause 49 of the Listing Agreement and/or Listing Regulations.

20. KEY MANAGERIAL PERSONNEL

During the year under report the Company has allowed to continue appointment of thefollowing Officials as Key Managerial Personnel:-

Name of the Official Designation
1. Shri Ashok Gupta Managing Director
2. Shri Chandra Prakash Agarwal Sr. General Manager (Taxation) & CFO
3. Shri Prabhat Kumar Mishra Manager(Legal) & Company Secretary

21. MEETINGS OF THE BOARD OF DIRECTORS

During the year 2015-16 four Board Meetings were convened and held the details ofwhich are given in the Corporate Governance Report. The intervening gap between theMeetings was within the period prescribed under the Companies Act 2013 and ListingRegulations.

22. BOARD EVALUATION

Pursuant to the provisions of the Companies Act 2013 and Clause 49 of the ListingAgreement and Listing Regulations the Board has carried out an annual performanceevaluation of its Independent Directors and the Independent Directors also evaluated theperformance of Chairman and other Non-Independent Directors. The Board of Directorsexpressed their satisfaction with the evaluation process. The Board of Directors alsoevaluated the functioning/performance of Audit Committee Stakeholders RelationshipCommittee Nomination & Remuneration Committee Committee of Directors and expressedsatisfaction with their functioning/performance.

23. DIRECTORS’ RESPONSIBILITY STATEMENT

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

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

(ii) They have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company at the end of the financial year and of the profitof the Company for that year;

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

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

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

(vi) That systems to ensure compliance with the provisions of all applicable laws werein place and were adequate and operating effectively:

24. STATUTORY AUDITOR

M/s. P.L. Tandon & Co. Chartered Accountants Kanpur Auditors of the Companywill retire from their office at the ensuing Annual General Meeting. They are howevereligible for reappointment. They have furnished a Certificate to the effect that theirappointment will be in accordance with limits specified in Section 139 read with Section141 of the Companies Act 2013. You are requested to consider their appointment.

25. SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed Messrs Banthia & Company Kanpur a firm of Company Secretaries in Practiceto undertake the Secretarial Audit of the Company for the Financial Year 2016-17. TheSecretarial Audit Report for the Financial Year 2015-16 is annexed herewith as"Annexure - A".

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

26. STATUTORY INFORMATION

26.1. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN

EXCHANGE EARNINGS AND OUTGO.

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

26.2. EXTRACT OF ANNUAL RETURN

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

27. ACKNOWLEDGEMENTS

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

FOR AND ON BEHALF OF THE BOARD
ASHOK GUPTA Dr. K. B. AGARWAL
: Kanpur Managing Director Director
: 24th June 2016 DIN 00135288 DIN - 00339934