Jet Knitwears Ltd.
|BSE: 538374||Sector: Industrials|
|NSE: JETKNIT||ISIN Code: INE564T01017|
|BSE 05:30 | 01 Jan||Jet Knitwears Ltd|
|NSE 05:30 | 01 Jan||Jet Knitwears Ltd|
|BSE: 538374||Sector: Industrials|
|NSE: JETKNIT||ISIN Code: INE564T01017|
|BSE 05:30 | 01 Jan||Jet Knitwears Ltd|
|NSE 05:30 | 01 Jan||Jet Knitwears Ltd|
The Members of
JET KNITWEARS LIMITED
Your Directors have pleasure in presenting their 23rdAnnual Report on thebusiness and operations of the Company and the Audited Financial Statements for theFinancial Year ended March 31 2019.
1.FINANCIAL SUMMARYOR HIGHLIGHTS/STATE OF COMPANY AFFAIRS
The Summarized Standalone Results of your Company is given in the table below:
(Rs In Lakhs)
2. MAJORHIGHLIGHTS OF FINANCIAL PERFORMANCE
The financial year 2018-19 has been successful year for your Company. The majorhighlights pertaining to the business of the Company for the year 2018-19 are given below:
The total Revenue from operations of the Company during the financial year2018-19 was Rs 4732.85Lakhs against the revenue from operations of Rs 4304.59Lakhs in the previous financial year 2017-18 and thus showing a marginal growth of 9.95%.
The Profit before tax is Rs 200.67Lakhs as compared to Rs 162.24Lakhs for the previous year and thereby showing the growth of abouRs 23.69%.
The EBITDA increased to Rs 367.43 Lakhs from Rs 323.74 Lakhs inthe previous year and thus showing growth of abouRs 13.49%.
The Profit after tax is Rs 145.35 Lakhs as compared to Rs 120.02Lakhs for the previous year and thereby showing the growth of abouRs 21.10%.
The Earning per Share has also shot up to Rs 3.30as against Rs 2.89in the Previous Year.
3. GROWTH STRATEGY
This Year Company has adopt the strategy of market penetration by which we havelaunched our new Brand "LYCOT AUSTRALIA" Jeans which seeks to have a mass appealby providing exclusive jeans at very minimal price points. This will help in setting newbenchmark in the market and adding more customer base.
4. SUBSIDIARY / ASSOCIATE COMPANY/JOINT VENTURE
Company does not have any Subsidiary / AssociateCompany. There were no Joint Venturesentered into by the Companyduring the financial year 2018-19.
In view of the planned business growth your Directors deem it proper to preserve theresources of the Company for promoting its business activities and therefore do notpropose any dividend for the Financial Year ended March 31 2019.
The Company has not transferred any amount to its reserves the details in respect ofwhich can be verified from the audited financial statement forming part of this report.
During the year under review your Company's Authorised Share Capital remainedunchanged at Rs 65 Crore (Rupees Sixty Five Crore Only) comprising 65000000Equity Shares of Rs 10 each. The Paid Up Equity Capital as at March 31 2019remained at Rs 44072000.
8. DIRECTORS AND KEY MANAGERIAL PERSONNEL
Following persons are the Key Managerial Personnelof the Company as on March 31 2019pursuant toSection 2(51) and Section 203 of the Act read with theRules framed thereunder:
i) Mr. Balram Kumar Narula - Managing Director
ii) Mr. Anil Kumar Narula - Whole-Time Director
iii) Mr. Rakesh Kumar Narula- Whole-Time Director
iv) Mr. Ankur Narula - Chief Financial Officer
v) Ms. Divya Saxena - Company Secretary andCompliance Officer
Retirement by Rotation:
In accordance with the provisions of Section 152 of the Companies Act 2013 read withRules made thereunder Mr. Anil Kumar Narula (DIN No: 00274462) Whole Time Director ofthe Company is liable to retire by rotation at ensuing Annual General Meeting and beingeligible has offered himself for re-appointment. The Board recommends his re-appointment.
Independent Directors Declaration:
Pursuant to the provisions of Section 149 of the Act Mr. Ramesh Chandra Mr. AshokChandra Bajpai and Mrs. Dinesh Parashar are Independent Directors of the Company. Theyhave submitted adeclaration that each of them meet the criteria ofindependence as providedin Section 149(6) of the Actand Regulation 16(1)(b) of SEBI (Listing ObligationsandDisclosure Requirements) Regulations 2015("SEBI Listing Regulations"). Therehas been nochange in the circumstances affecting their status asan Independent Directorduring the year.
Based on the declaration(s) of Independent Directors the Board of Directors recordedtheir opinion that allthe Independent Directors are independent of themanagement and havefulfilled the conditions asspecified in the Companies Act 2013 and Rules madethere underas well as concerning provisions of SEBI(LODR) Regulations 2015.
9. EVALUATION OF BOARD'S PERFORMANCE
Your Company being listed on SME Exchange - "NSE Emerge" is exempt underRegulation 17(10) of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015. However pursuant to the provisions of section 134 (3) (p) of CompaniesAct 2013 the Board has carried out annual evaluation of the performance of the Boardits Committees and of individual directors. The manner in which the evaluation has beencarried out has been explained in Nomination & Remuneration Policy. Further theIndependent Directors of the Company met once during the year on February 27 2019 toreview the performance of the Executive Directors of the Company and performance of theBoard as a whole.
The Company has devised a policy naming (Policy on Nomination & Remuneration andBoard Diversity) for performance evaluation of Independent Directors Board Committeesand other individual directors which includes the criteria and process for the performanceevaluation of the Executive/ Non executive Directors and Committees and board as a whole.The policy is available on the website of the Company i.ewww.jetlvcot.com.
10. REMUNERATION POLICY
The Company has a Policy relating to appointmentof Directors payment of ManagerialRemunerationDirector's qualification positive attributesindependence of Directors andother related matters asprovided under Section 178(3) of the Companies Act2013 andRegulation 19 of SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015and is available on the Company's Website (http://ietlycot.com/policy-of-nomination).
11. RISK MANAGEMENT POLICY
The Company has business Risk Management framework to identify and evaluate businessrisks and opportunities. This framework seeks to create transparency minimize adverseimpact on its business objectives and enhance its competitive advantage. It defines therisk management approach across the Company at various levels including the documentationand reporting. Audit Committeeof the Companyhas been entrusted with responsibility toassist the Board in (a) Overseeing the Company's Risk Management process and controlsrisk tolerance and Capital Liquidity and funding (b) Setting Strategic plans andobjectives for Risk Management and review of Risk Assessment of the Company (c) Review ofthe Company's risk appetite and strategy relating to key risks including credit riskliquidity and funding risk product risk and reputational risk as well as the guidelinesand processes for monitoring and mitigating such risks. During the period under reviewthe Company has not identified any element of risk which may threaten its existence or arevery minimal.
12. WHISTLE BLOWER POLICY AND VIGIL MECHANISM
The Company has adopted a Whistle Blower Policy establishing Vigil Mechanism toprovide a formal mechanism to the Directors and employees to report their concerns aboutunethical behaviour actual or suspected fraud or violation of the Company's Code ofConduct. This Policy provides adequate safeguards against victimization of employees whoavail of the mechanism and also provides for direct access to the Chairman of the AuditCommittee. It is affirmed that no personnel of the Company has been denied access to theAudit Committee. The Policy of Vigil Mechanism is available on the Company's Website(http://ietlvcot.com/whistle-blower)
13. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186
The Company has not given any Loans or Guarantees covered under the provisions ofSection186 of the Companies Act 2013.The details of the investments made by the Companyisstated in the notes to audited financial statements.
14. INTERNAL FINANCIAL CONTROLS SYSTEM
The Board has adopted policies and procedures for governance of orderly and efficientconduct of its business including adherence to the Company's policies safeguarding itsassets prevention and detection of frauds and errors accuracy and completeness of theaccounting records and timely preparation of reliable financial disclosures. The Company'sinternal control systems commensurate with the nature of its business the size andcomplexity of its operations.
15. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)
Your Company did not have any funds lying unpaid or unclaimed which were required to betransferred to Investor Education and Protection Fund (IEPF) under section 125 ofCompanies Act 2013.
16. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management's Discussion and Analysis Report for theyear under review as stipulatedunder the Securitiesand Exchange Board of India (Listing Obligations andDisclosureRequirements) Regulations 2015 ("ListingRegulations") is presented in aseparate sectionforming part of the Annual Report.
17. HUMAN RESOURCES
The Company believes that people are its most valuable assets. To this extent theCompany provides a fair and inclusive environment that promotes new ideas respect for theindividual and equal opportunity to succeed. Experience merit and performance leadershipabilities strategic vision collaborative mindset teamwork and result orientation areactively promoted and rewarded through an objective appraisal process.
The number of people employed as on March 31 2019 was 50 (March 31 2018 was 59). YourCompany wishes to put on record its deep appreciation of the co-operation extended andefforts made by all employees.
18. CORPORATE SOCIAL RESPONSIBILITY
The provisions of section 135 of the Companies AcRs 2013 were not been applicable onthe Company hence your Company was not required to constitute CSR Committee or toformulate CSR Policy in this regard. However your Company keeps on contributing onvoluntarily basis towards the social welfare schemes of social organizations includingdonation for providing free Homeopathic Medicines to the poor and needy patients.
19. PARTICULARS OF EMPLOYEES
Disclosure with respect to the remuneration of Directors and employees as requiredunder Section 197 (12) of Companies Act 2013 and Rule 5(1) Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 has been appended as ANNEXURE-I'tothis Report.
20. MATERIAL CHANGES AFFECTING THE COMPANY
There have been no material changes and commitments affecting the financial position ofthe Company between the end of the financial year and date of this report. There has beenno change in the nature of business of the Company.
21. AUDITORS AND THEIR REPORT Statutory Auditor
In terms of the provisions of Section 139 of the Companies Act 2013 read withprovisions of the Companies (Audit and Auditors) Rules 2014 as amended M/s. RajivMehrotra & Associates Chartered Accountants (FRN: 002253C) Kanpur was appointed asthe Statutory Auditors of the Company in the Annual General Meeting held on 29.09.2017 tohold office till the conclusion of the 26th Annual General Meeting to be heldfor the financial year ended as on 31stMarch 2022in accordance with theprovisions of the Companies Act 2013. As per the Companies (Amendment) Act 2017 theterms of ratification of appointment and remuneration of the Auditor by the members atevery Annual General Meeting had been omitted. Hence the ratification of appointment andremuneration of the Auditor by the members at every Annual General Meeting shall no morebe required.
The notes on financial statement referred to in the auditor's report areself-explanatory. There are no qualification reservation or adverse remarks or disclaimermade by the auditors in their report and do not call for any further explanation/commentfrom the board. No frauds are reported by the Auditors which fall under the purview of subsection (12)of Section 143 of the Companies AcRs 2013.
The Auditor's Report for the financial year 2018-19 does not contain any qualificationreservation or adverse remark.
M/s SPK & Co. Chartered Accountants a reputed firm of Chartered Accountants isthe Internal Auditors of the Company. The Audit Committee of the Board of Directors inconsultation with the Internal Auditor formulates the scopefunctioning periodicity andmethodology for conducting the internal audit.
The Board had appointed Mr. Gopesh Sahu Practicing Company Secretary Proprietor of CSGopesh Sahu Practicing Company Secretaries Membership No. 7100 and C.P. No. 7800 toundertake the Secretarial Audit of the Company for the year ended March 31 2019.
The Secretarial Audit Report for the financial year ended March 31 2019 annexedherewith is marked as Annexure II to this Report. The Secretarial Audit Report does notcontain any qualification reservation adverse remark or disclaimer.
The provisions of Section 148 of the Companies AcRs 2013 read with the Companies(Costand Audit) Rules 2014and Rule 14 of the Companies(Audit and Auditor) Rules2014 are notapplicable to the Company.
22. CHANGE IN THE NATURE OF BUSINESS
During the year the Company had introduced a new segment in their clothing business bylaunching Jeans under new Brand "LYCOT AUSTRALIA". However there is no changein the nature of business of the Company.
23. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO
Information in accordance with the provisions of Section 134 read with the Companies(Accounts) Rules 2014 regarding conservation of energy and technology absorption arefurnished hereunder:
Conservation of Energy
Technology Absorption Adaption and Innovation
Foreign exchange earnings and outgo
During the financial year 2018-19 under review the foreign exchange earnings and outgois NIL.
24. EXTRACT OF ANNUAL RETURN
As required under section 92 (3) of the Companies Act 2013 and Rule 12(1) of theCompanies (Managementand Administration) Rules 2014 an extract of AnnualReturn in MGRS 9forms a part of this Annual Report as ANNEXURE IIIRs and is also available onthe Company's Website www.ietlycot.com under Investor DeskRs Column.
The Board of Directors of the Company has an optimum composition of Executive andNon-Executive Independent Directors in compliance with the provisions of Companies Act2013 and SEBI (LODR) Regulations 2015. As on March 31 2019 Board of Directors compriseof 6 Directors out of which 3 are Executive Directors and 3 are Non Executive IndependentDirectors including 1 Woman Director.
The numbers of Independent Directors are 3 which are in compliance with the stipulatedone half of the total numberof Directors. All Independent Directors are persons ofeminence and bring a wide range of expertise and experience tothe Board thereby ensuringthe best interest of stakeholders and the Company. Every Independent Director at thefirstmeeting of the Board in which he/she participate as a Director and thereafter at thefirst meeting of the Board in everyfinancial year gives a declaration that he/she meetsthe criteria of Independence as prescribed under sub-section (6) ofSection 149 of theCompanies Act 2013 and Regulation 25 of SEBI (LODR) Regulations 2015.
The Board of Directors meRs 8 times during the financial year 2018-19.The meetings wereheld on April 17 2018 May 07 2018 May 302018 July 25 2018AugusRs 27 2018 October05 2018 November 14 2018 and March 12 2019. The maximum time gap between any twoconsecutivemeetings did not exceed one hundred and twenty days.
The following table gives the composition and category of the Directors on the Boardtheir attendance at the BoardMeetings during the year and the last Annual General Meetingand also the number of Directorships and CommitteeMemberships / Chairmanships held by themin other Companies:
1. For the purpose of the above Directorship in other Public Limited Companies is onlyconsidered.
2.In accordance with Regulation 26 of the SEBI (LODR) Regulations Membership(s)/Chairmanship(s) of only AuditCommittee and Stakeholder Relationship Committees in allPublic Limited Companies (excluding Jet Knitwears Limited) have been considered.
26. COMMITTEES OF THE BOARD
The Company has constituted various committees for the smooth functioning of the Board.The composition of all BoardCommittees is in accordance with the provisions of theCompanies Act 2013 and the SEBI (LODR) Regulations 2015.Details of committees are asgiven below:
Audit Committee of the Board of Directors of the Company has an optimum composition ofExecutive Non Executive Independent Director as required under Section 177 of theCompanies Act 2013 and SEBI (LODR) Regulations 2015.
During the Financial Year Members of Audit Committee meRs 5 times. Audit CommitteeMeetings held on April 17 2018 May 30 2018 AugusRs 27 2018 November 14 2018 andMarch 12 2019. The Committee reviewed the Related Party Transactions Statement ofDeviation and Variation Half Yearly and Annual Financial Statements before submission tothe Board. The compositionof Audit Committee as on March 31 2019 and the details ofMembers attendance at the meetings of the Committeeare as under:
Nomination and Remuneration Committee
The Nomination and Remuneration Committee acts in accordance with the prescribedprovisions of Section 178 of the Companies Act 2013 read with Regulations of SEBI (LODR)Regulations 2015.
The members of Nomination and Remuneration Committee meRs 1 times during the year onOctober 05 2018.The compositionof Nomination and Remuneration Committee as on March 312019 and the details of Members attendance at the meetings of the Committee are as under:
Shareholders/Investors Grievance Committee
The Shareholders/InvestorsRs Grievance Committee acts in accordance with the prescribedprovisions of Section 178 of the Companies Act 2013 read with Regulation of SEBI (LODR)Regulations 2015.
The Committee shall consider and resolve the grievances of the security holders of theCompany includingcomplaints related to transfer of shares non-receipt of Annual Report(if any).
During the Financial year ended as on March 31 2019 Five (5) Shareholders/InvestorsRsGrievance Committee Meetings were held on April 17 2018 May 07 2018 July 25 2018November 14 2018and March 12 2019. The compositionof the Shareholders/InvestorsRsGrievance Committeeas on March 31 2019 and the details of Members attendanceat themeetings of the Committee are as under:
Committee of Directors
The Board of Directors of the Company has constituted a committee for consideringthosematters which are not mandatorily required to be taken up in duly convened BoardMeetings specified under the provisions of the Companies Act 2013 and SEBI(LoDr)Regulations 2015.
The committee is constituted to take decisions pertaining to day to day businessactivities of the Company more promptly and to take all the decisions for which boardmeeting is not specifically required to be conducted as per the provisions of Section 179of the Companies AcRs 2013 or other provisions if any rules made there under subjectto any amendment re-enactment or modification thereof.During the Financial Year ended ason March 31 2019 Two (2) Meetings of Committee of Directors were held on December 242018 and March 27 2019. The composition of the Committee of Directors as on March 312019 and the details of Members attendance at the meeting of the Committee are as under:
27. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
All contracts/ arrangements/ transactions entered by the Company during the FY 2018-19with related parties were on anarm's length basis and in the ordinary course of business.There were no material related party transactions (RPTs) undertaken by the Company duringthe year that require shareholdersRs approval under Regulation 23(4) of the SEBI ListingRegulations or Section 188 of the Act. The approval of the Audit Committee was sought forall RPTs. All the transactions were in compliance with the applicable provisions of theAct and SEBI Listing Regulations.
Given that the Company does not have any RPTs to report pursuant to Section 134(3)(h)of the Act read with Rule 8(2) of the Companies (Accounts) Rules 2014 in Form AOC-2 thesame is not provided.
A policy on related partytransactions and dealing with related parties as approvedbythe Board has been posted on the company's websitehttp://ietlvcot.com/related-partv.
28. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013
The Company has in place an Anti- Sexual Harassment Policy in line with therequirements of the Sexual Harassment of Women at work place (Prevention Prohibition andRedressal) Act 2013. A Complaint Redressal Committee has been set up to redresscomplaints received regarding sexual harassment. All employees (permanent contractualtemporary trainees) are covered under this Policy. There is zero tolerance towards sexualharassment. Any act of sexual harassment invites serious disciplinary action. Nocomplaints pertaining to Sexual Harassment were received during the Financial Year2018-19.
29. DIRECTORSRs RESPONSIBILITY STATEMENT
Pursuant to the requirement under section 134(3)(c)of the Companies Act 2013 withrespect to
DirectorsRs Responsibility Statement it is hereby confirmed that:
i) That in the preparation of the annual accounts the applicable accounting standardsread with requirements set out under Schedule III to the Companies Act 2013 have beenfollowed along with proper explanation relating to material departures;
ii) That such accounting policies as mentioned in Notes to the Financial Statementshave been selected and applied them consistently and made judgments and estimates that arereasonable and prudent so as to give a true and fair view of the state of affairs of thecompany as at March 31 2019and of the profit and loss of the company for that periodended on 31st March 2019;
iii) That proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;
iv) That the annual financial statements havebeen prepared on a going concern basis;
v) That the proper internal financial controls were in place and that the financialcontrols were adequate and were operating effectively; and
vi) Proper systems were devised to ensure compliance with the provisions of allapplicable laws and such systems are adequate and operating effectively.
30. SHARE PRICE DATA
The details of monthly High Low Price (s) of shares of the Company on National StockExchange SME
Platform are as under:
31. CORPORATE GOVERNANCE
Your Company is committed to maintain good Corporate Governance practices and iscommitted to the highest standards of compliance. Pursuant to the Regulations 15 (2) ofthe SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 thecompliance with the corporate governance provisions as specified in the Regulations 17 to27 and clauses (b) to (i) of Regulations 46(2) and Para C D and E of Schedule V shallnot apply to the Company as the securities of the Company are listed on the SME Exchange.
Therefore the Corporate Governance Report is not applicable to the Company.
32. SECRETARIAL STANDARDS
The Company complies with all applicable mandatory Secretarial Standards issued by theInstitute of Company Secretaries of India.
Your Directors state that no disclosure or reporting isrequired in respect of thefollowing items as there wereno transactions on these items during the year underreview.
a) Details relating to deposits covered underChapter V of the Companies AcRs 2013.
b) Issue of equity shares with differential right as todividend voting or otherwise.
c) Issue of shares (including sweat equity shares) toemployees of the Company under anyschemesave and except EmployeesRs Stock Options Planreferred to in this Report.
d) No significant or material orders were passedby the Regulators or Courts ortribunals whichimpact the going concern status and Company'soperation in future.
e) No fraud has been reported by the Auditors to theAudit Committee or the Board.
Your Directors wish to place on record its sincere appreciation for the assistance andco-operation extended by the employees at all level customers vendors bankersand otherassociates and look forward to continue fruitful association with all business partners ofthe company.Your Directors are especially grateful to the shareholdersfor reposing theirtrust and confidence in the Company.Our consistent growth isonly possible because of theirhard work solidarity co-operation and support.
For and on behalf of the Board