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Jet Knitwears Ltd.

BSE: 538374 Sector: Industrials
NSE: JETKNIT ISIN Code: INE564T01017
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Jet Knitwears Ltd. (JETKNIT) - Director Report

Company director report

To

The Members

JET KNITWEARS LIMITED KANPUR

Your Directors have pleasure in presenting their Annual Report on the business andoperations of the Company and the accounts for the Financial Year ended March 312017.

1.FINANCIAL SUMMARY

The Summarized Standalone Results of your Company is given in the table below.

Amount (In Rs.Lakhs)

Particulars 2016-2017 2015-2016
Revenue from operations 4326.97 3854.94
Profit/ Loss from operations before finance cost Depreciation and tax 287.19 247.27
Less: Finance Cost 110.63 122.90
Less: Depreciation 56.52 55.60
Profit/ Loss before Tax & Prior Period 120.03 68.77
Expenses
Tax Expense (including deferred tax and tax adjustment of earlier years) 41.43 27.74
Profit After Tax 78.60 41.04

2. FINANCIAL HIGHLIGHTS AND OPERATION

The Key highlights pertaining to the business of the company for the year 2016-17 andperiod subsequent there to have been given hereunder:

• The total Revenue from operations of the Company during the financial year2016-17 was Rs.4326.97 (Lakhs) against the revenue from operations of Rs. 3854.94 (Lakhs)in the previous financial year 2015-16

• The Net Profit/(Loss) before tax and prior item for the year under review at Rs.120.03 (Lakhs)was likewise higher than that of profit in the previous year of Rs.68.77(Lakhs).

• The Net Profit/(Loss) after tax for the year under review at Rs. 78.60(Lakhs)was likewise higher than that of profit in the previous year of Rs. 41.034(Lakhs)The Earning Per Share (EPS) of the company is Rs.1.93 per share

• The Directors trust that the shareholders will find the performance of thecompany for financial year 2016-17 to be satisfactory. The performance of the Companyduring the current year continues to be encouraging barring unforeseen circumstances YourDirectors are hopeful about the performance of the company to be better in the upcomingfinancial years.

3. DIVIDEND

In view of the planned business growth your Directors deem it proper to preserve theresources of the Company for its activities and therefore do not propose any dividend forthe Financial Year ended March 31 2017.

4. TRANSFER TO RESERVES

As per the Financial Statements during the financial year under review the Company hasnot transferred any amount to its reserves.

5.CHANGES IN THE SHARE CAPITAL STRUCTURE

During the year under review the company has made following changes in the capitalstructure

a) Authorized Share Capital:

Your company has not changed its Authorized Share capital during the year under review.

b) Issued subscribed and paid up Share Capital:

During the year 2016-2017 pursuant to the approval by the members at their ExtraOrdinary General Meeting held on 07th August 2016 the company has approachedthe Capital Market with an Initial Public Offer of 1083000 Equity Shares of the facevalue of Rs. 10/- each ("Equity Shares") at an Issue Price of Rs. 39/- perEquity Share including the premium price of Rs. 29/- per Equity Shares aggregating toRs.422.37 Lakhs (The Issue) of which 57000 Equity Shares of Rs 10/each fully paid up wasreserved for subscription by market maker to the issue by way of a fixed price issue. Theallotment of the Equity Shares was finalized in consultation with the Designated StockExchange namely National Stock Exchange of India Limited (NSE) SME eMerge Platform on 3rdOctober 2016

In pursuance to the Initial Public Offer your Company allotted 1083000 (Ten LakhsEighty Three Thousand) equity shares of Rs. 10/- each at a premium of Rs. 39/- each to thesubscribers of shares at Initial Public Offer.

c) Issue of Bonus Shares

Your Company had not issued Bonus Shares during the financial year under review.

d) Buy Back of Securities

The Company has not bought back any of its securities during the year under review.

e) Issue of shares with differential voting rights sweat equity shares and employeesstock options

During the financial year under review the company has not issued any shares withdifferential voting rights nor granted stock option nor Sweat Equity.

f) Provision of money by company for purchase of its own shares by employees or byTrustees for the benefit of employees: N.A.

5.MATERIAL CHANGES DURING THE FINANCIAL YEAR

a)Listing with "NSE-EMERGE"

After Successful completion of Initial Public Offer your company got listed at SMEplatform of National Stock Exchange of India Ltd. i.e. NSE- EMERGE on 07thOctober 2016

6. MATERIAL CHANGES BETWEEN THE DATE OF THE BOARD REPORT AND END OF FINANCIAL YEAR

There were no material changes and commitments affecting the financial position of thecompany which have occurred between the end of the financial year to which the financialstatements relate and the date of this Director Report as given below:

7. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALSIMPACTING THE GOING CONCERN STATUS AND COMPANY’S OPERATIONS IN FUTURE

During the year under review there has been no such significant and material orderspassed by the regulators or courts or tribunals impacting the going concern status andcompany’s operations in future.

8. SUBSIDIARIES JOINT VENTURES OR ASSOCIATE COMPANIES

During the year the Company was having Jet Knit Indclus Private Limited as itsAssociate Company. However the company has sold its Investment equal to 14.92% (2000Equity Shares) held in its name in Associate Company (M/s Jet Knit Indclus Pvt Ltd) whichwas 33.5% (4500 Equity Shares) before such sale and the company has approved this Sale ofInvestments in a Board Meeting held on 16th February 2017. Hence Jet KnitIndclus Pvt Ltd is no more our Associate Company.Thus the requirement of furnishinginformation relating to performance and financial position of the Subsidiary Associateand Joint Venture Companies is not applicable.

9. AUDITORS AND THEIR REPORT

Statutory Auditor

M/s. Pankaj Khanna & Associates Chartered Accountants (FRN: 002144C) Kanpur wereappointed as Statutory Auditors Of the company in the Annual General meeting held on30.09.2015 to hold office till the conclusion of the 24th Annual GeneralMeeting for the financial year ended as on 31st March 2020 in accordance withthe provisions of the Companies Act 2013. However their terms of appointment andremuneration was subject to ratification by the members at every Annual General Meetingheld after appointment during their tenure of office.

As per the provisions of Section 139(2) a listed company cannot re appoint an AuditFirm as auditor for more than two 5 consecutive years. Now your Company being a listedentity attracting provisions of section 139(2) and therefore the tenure of the retiringStatutory Auditor i.e M/s Pankaj Khanna & Associates Chartered Accountants couldn'tbe extended further from this date of ensuing Annual General Meeting and the retiringAuditors have offered to resign in compliance of the provisions of Companies Act 2013 .Therefore as per the provisions of the Companies Act 2013 with the prior recommendationof the Audit Committee and subject to the consent of the shareholders in the ensuingAnnual General meeting the company has proposed to appoint M/s. Rajiv Mehrotra &Associates

Chartered Accountants Kanpur ( Membership No: 71428) FRN :002253C as theStatutory Auditors of the company for a period of 5 years to hold office from theconclusion of this Annual General Meeting till the conclusion of 25th AnnualGeneral Meeting to be held for the year ended on 31stMarch 2022.

The new Statutory Auditors have confirmed their eligibility and qualification underSection 141 of the Companies Act 2013.

Audit Report

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 Act 2013.

The Auditor’s Report for the financial year 2016-17 does not contain anyqualification reservation or adverse remark.

Internal Auditor

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 scope functioning periodicity andmethodology for conducting the internal audit.

Secretarial Auditor

M/s. Gopesh Sahu Practicing Company Secretaries was appointed to conduct thesecretarial audit of the Company for the financial year 2016-17 in the board meeting heldon 24th March 2017 in terms of Section 204 of the Companies Act 2013 and therules there under. The Secretarial Audit Report for the financial year 2016-17 forms thepart of the Annual Report as ANNEXURE D to the Board Report. The Auditors query onRegistration under Gratuity Act is taken note of and necessary directions has been issuedto the legal department to take appropriate steps.

Cost Audit

The provisions of Section 148 of the Companies Act 2013 read with the Companies(Costand Audit) Rules 2014and Rule 14 of the Companies(Audit and Auditor) Rules2014 are notapplicable to the company.

10.CHANGE IN THE NATURE OF BUSINESS:

There is no change in the nature of the business of the company

11.DETAILS OF CHANGES IN THE DIRECTORS OR KEY MANAGERIAL PERSONNEL

During the year under review the changes in the Directors and Key Managerial Personnelare herein below.

• During the year under review Ms. Parul Gupta resigned from the post of CompanySecretary & Compliance Officer of the Company w.e.f. 20th April 2016 andwas succeeded by Mr. Yogi Srivastava.

• During the year under review Mr. Yogi Srivastava appointed as a CompanySecretary & Compliance Officer of the Company w.e.f. 18th August 2016 andwho later resigned on 07th October 2016.

• Further Miss Abhishree Vaijapurkar was appointed to the post of as a CompanySecretary & Compliance Officer of the Company w.e.f. 14th October 2016

Retirement by Rotation

In accordance with the provisions of Section 152 of the Companies Act 2013 and interms of the Articles of Association of the Company Mr. Anil Kumar Narula(DIN:00274462)Whole time Director of the Company will retire by rotation at the ensuing AGM of theCompany and being eligible offer himself for reappointment. The Board of Directors of theCompany has recommended his re-appointment.

12.DEPOSITS

Your Company has neither invited/ accepted nor renewed any Deposit from the publicunder Schedule V of the Companies Act 2013 read with Companies (Acceptance of Deposits)Rules 2014 during the year under review.

The details relating to deposits covered under Chapter V of the Act-

(a) accepted during the year: N.A.

(b) remained unpaid or unclaimed as at the end of the year; N.A.

(c) whether there has been any default in repayment of deposits or payment of interestthereon during the year and if so number of such cases and the total amount involved- N.A.

(i) At the beginning of the year; N.A. (ii) Maximum during the year; N.A.

(iii) At the end of the year; N.A.

(d) the details of deposits which are not in compliance with the requirements ofChapter V of the Act; N.A.

13.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

S.No Particulars Details
1. The steps taken or impact on conservation of energy a) The company uses indigenous winch machines for processing hosiery cloth which uses lower horse power as opposed to industry norms.
b) The company uses more energy efficient IRO knitting machines which consumes less power than ordinary traditional knitting machines.
The company ensures that there is optimum utilization of energy with maximum possible savings by avoiding any known wastages of energy monitoring and reviewing energy usage.
2. The steps taken by the Company for utilizing alternate sources of energy The company has installed 60 KW solar units which completely eliminate the consumption of electricity from the grid and your Company is in the course of assessing more efficient alternate source of energy suitable for our business operation.
3. The capital investment on energy conservation equipment’s As per financial statement
S.No Particulars Details
1. The efforts made towards technology A) The company reuse the water utilized in absorption processing of cloth which results in conserving the water. The company has installed proper plants for the re use of said water. The industry norm wash 1 kg of hosiery cloth ad our standard machines.
2. The benefits derived like product improvement cost reduction product development or import substitution The Company is having "Effluent Treatment Plant" to process the effluents in water subsequent to which some of the water is reused. Certified skin friendly and anti bacterial undergarments by IIT Kanpur
3. In case of imported technology (imported during the last three years reckoned from the beginning of the financial year): - The company has not imported any during the last three years reckoned form the beginning of the financial year.
a) The details of technology imported: N.A N.A
b) The year of import N.A
c) Whether the technology been fully absorbed N.A
d) If not fully absorbed areas where absorption has not been taken place and the reasons thereof N.A
4 The expenditure incurred on Research and Development. During the year under review the company has not incurred any material amount of expenditure on research and development activity in company

Foreign exchange earnings and outgo

During the financial year 2016-2017 under review the foreign exchange earnings andoutgo is NIL

14.CORPORATE SOCIAL RESPONSIBILITY

The Company is not required to constitute a Corporate Social Responsibility Committeeas it does not fall within purview of Section 135(1) of the Companies Act 2013 and henceit is not required to formulate policy on corporate social responsibility.

15.BOARD MEETINGS

Composition of the Board

The Board of Directors of the company has an optimum composition of Executive Nonexecutive and Independent Director. As on 31st March 2017 the Board comprisesof 6 (Directors) out of which 3 are executive directors 3 are Non executive Independentdirector including a Women director.

The Board of Directors of the Company met 16(sixteen) times during the year on12/04/2016 02/06/2016 05/07/2016 08/07/2016 18/08/2016 10/10/2016 15/09/201621/09/2016 03/10/2016 14/10/2016 12/12/2016 16/01/201730/01/2017 02/02/201716/02/2017 24/03/2017 in respect of which proper notices were given and the proceedingswere properly recorded signed and maintained in the Minutes book kept by the Company forthe purpose. The intervening gap between the Meetings was within the period prescribedunder the Companies Act 2013 and SS-1 prescribed by Institute of Company Secretaries ofIndia (ICSI)

The attendance of each director at the board Meeting and Annual General Meeting is asfollows

Name of Directors Category/ Designatio Meeting s held during the tenure of the Director s Meetin gs Attend ed Attenda nce at the last AGM held On 29th August 2016 No. of committee/ membership which he/she member and Chairperson
Mr. Balram Kumar Narula Promoter/ Managing Director 16 15 Yes Member in Audit Committee and Chairman in Committee of Directors
Mr. Anil Kumar Narula Promoter/ Whole Time Director 16 03 No None
Mr. Rakesh Kumar Narula Promoter/ Whole Time Director 16 16 Yes Member in Stakeholder’s Relationship Committee and Committee of Directors
Mr. Ashok Chandra Bajpai Non Executive Independe nt Director 16 15 Yes Chairman in Stakeholder’s Relationship committee
Mr. Ramesh Chandra Non Executive Independe nt Director 16 16 Yes Chairman in Audit committee Nomination and Remuneration Committee and member in committee of Directors
Mrs. Dinesh Parashar Non Executive/ Women Director 16 04 No Member in Audit Committee Nomination and Remuneration Committee and Stakeholder’s Relationship committee

16. COMMITTEES OF THE BOARD

Currently the Board has 4 committees: the Audit Committee Nomination &remuneration Committee and the Shareholder Relationship Committee and the Committee ofDirectors

Audit Committee

As per the provisions of Section 177 of the Companies Act 2013 Audit Committee of theBoard of Directors of the company has an optimum composition of Executive Non executiveand Independent Director as required under the Act and the members of Audit Committee met7(seven) times during the year on 01/04/2016 05/07/2016 21/09/2016 14/10/2016 24/11/2016 02/01/2017 and 10/03/2017.

The details of the composition and meetings of its committees is provided

Chairman and Members Category Meetings held during the tenure of the Directors Meetings attended
Mr. Ramesh Chandra Chairman 07 07
Mr.Balram Kumar Narula Member 07 07
Mrs. Dinesh Parashar Member 07 07

Nomination and Remuneration Committee

As per the provisions of Section 178 of the Companies Act 2013 The Nomination andRemuneration Committee of the Board of Directors of the company has an optimum compositionof Executive Non executive and Independent Director as required under the Act and themembers of Nomination and Remuneration Committee met 4 (Four) times during the year on01/04/2016 01/08/2016 14/10/2016 and 10/03/2017

The details of the composition and meetings of its committees is provided

Chairman and Members Category Meetings held during the tenure of the Directors Meetings attended
Mr. Ramesh Chandra Chairman 04 04
Mr. Ashok Chandra Bajpai Member 04 04
Mrs. Dinesh Parashar Member 04 04

Stakeholder’s Relationship Committee

As per the provisions of Section 178 of the Companies Act 2013 The Stakeholder’sRelationship Committee of the Board of Directors of the company has an optimum compositionof Executive Non executive and Independent Director as required under the Act and themembers of Stakeholder’s Relationship Committee met 2 (Two) times during the year on23/09/2016 and 30/01/2017

The details of the composition and meetings of its committees is provided

Chairman and Members Category Meetings held during the tenure of the Directors Meetings attended
Mr. Ashok Chandra Bajpai Chairman 2 2
Mr. Rakesh Kumar Narula Member 2 2
Mrs. Dinesh Parashar Member 2 2

Committee of Directors

The Board of Directors of the company has constituted a committee for considering thosematters which are not mandatorily required to be taken up in duly convened Board meetingsspecified under the provisions of the Companies Act 2013 and SEBI ( LODR) Regulations2015.

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 www.jetlycot.com specifically required to be conducted as per theprovisions of Section 179 of the Companies Act 2013 or other provisions if any rulesmade there under subject to any amendment re enactment or modification thereof.

The Board has constituted this committee on 12th December 2016. No meetingwas held from the date of the constitution of this Committee till 31St March2017

The details of the composition and meetings of its committees is provided

Chairman and Members Category Meetings held during the tenure of the Directors Meetings attended
Mr. Balram Kumar Narula Chairman 0 0
Mr. Rakesh Kumar Narula Member 0 0
Mr. Ramesh Chandra Member 0 0

17.BOARD EVALUATION

Pursuant to the provisions of section 134(3)(p) the Companies Act 2013 the Board ofdirectors of the company is committed to get its performance evaluated in order toindentify its strength and areas in which it may improve its functioning. In this regardthe Nomination and Remuneration Committee has established the process for evaluation ofthe performance of Directors including the Independent Directors.

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 uploaded on the website of the company i.e www.jetlycot.com.

During the year under review as per the policy for the performance evaluation formalannual evaluation of the performance of the Directors including independent directorsthe board and its committees was made by the Nomination & Remuneration Committee intheir respective meetings.

18.DIRECTORS RESPONSIBILITY STATEMENTS

Pursuant to the requirement under section 134(3)(c) of the Companies Act 2013with respect to Directors’ Responsibility Statement it is hereby confirmed that:

i) in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;

ii) the directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe profit and loss of the company for that period ended on 31st March 2017;

iii) the directors had taken proper and sufficient care 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) the directors had prepared the annual accounts on a going concern basis; and v) thedirectors had devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.

19.NAMES OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES JOINTVENTURES OR ASSOCIATE COMPANIES

The Company has its Associate Company viz. Jet Knit Indclus Pvt Ltd . which has ceasedto be its Associate w.e.f 16th February 2017 in pursuance to the sale of14.92% (2000 Equity Shares) investment out of 33.5% (4500 Equity Shares) held in AssociateCompany (M/s Jet Knit Indclus Pvt Ltd). Therefore the company is not required to complywith provisions of Section 129(3) of the Companies Act 2013 read with Rule 5 of theCompanies (Accounts) rules 2014.

20. DECLARATION BY INDEPENDENT DIRECTORS

During the year under review the Company has received necessary declaration from eachindependent director under Section 149(7) of the Companies Act 2013 and the board issatisfied that all the independent directors meet the criteria of independence mentionedin Section 149(6) of the Companies Act 2013.

21.COMPANY CODE OF PRACTICES AND PROCEDURES FOR FAIR DISCLOSURE OF UNPUBLISHED PRICESENSITIVE INFORMATION (UPSI)

The Board of Directors has code of practices and procedures for fair disclosure ofunpublished price sensitive information (UPSI) in accordance with the requirements of theSEBI (Prohibition of Insider Trading) Regulation 2015. Under this code the company laysdown guidelines and procedures and principals to be followed and disclosures to be madewhile dealing with shares of the Company as well as the consequences of violation. Thepolicy has been formulated to regulate monitor and ensure reporting of deals by employeesand to maintain the highest ethical standards of dealing in Company securities. TheInsider Trading Policy of the Company covering code of practices and procedures for fairdisclosure of unpublished price sensitive information (UPSI) is available on our website

22.POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS KEY MANAGERIAL PERSONNEL ANDSENIOR MANAGEMENT OF THE COMPANY

The Board has on the recommendation of the Nomination & Remuneration Committeeframed a Nomination and Remuneration policy namely "Policy on Nomination &Remuneration & Board Diversity" in line with the requirement of Section 178 ofthe Companies Act 2013 The policy inter alia provides the procedure for selectionappointment and remuneration of Directors and Key Managerial Personnel including criteriafor determining qualifications positive attributes and independence of Directors. Thesame has been uploaded on the website of the company www.jetlycot.com

23. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All the related party transactions entered by the Company in ordinary course ofbusiness are old the same are carried forwarded as mentioned in the financial Statements.. The Company presents all related party transactions before the Board specifying thenature value and terms and conditions of the transaction. Transaction with relatedparties are conducted in a transparent manner with the interest of the Company andStakeholders as utmost priority.

Detailed particulars of contracts or arrangements with related parties required to begiven under Section 188 (2) of the Companies Act 2013 in Form No. AOC-2 are set out in ANNEXUREC forming part of the Board’s Report.

24. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186

During the year under review the Company has not provided guarantees nor has made anyinvestments which could attract the provisions of Section 186 of the companies Act 2013but has given short term loans to its suppliers and other related parties as mentioned inthe Financial Statements.

25. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013

The company has in place a policy for prevention of sexual harassment naming AntiSexual Harassment policy in accordance with the requirements of the Sexual Harassment ofwomen at workplace (Prevention Prohibition & Redressal) Act 2013. The Company hasframed proper policy to redress complaints received regarding sexual harassment. Allemployees (permanent contractual temporary trainees) are covered under this policy. Asper Section 22 and 28 of the Sexual harassment of Women at Workplace (preventionprohibition and redressal) Act 2013 the Internal Complaints Committee (ICC) has been setup to redress complaints received regarding sexual harassment.

The following is the summary of sexual harassment complaints received and disposed offduring the financial year 2016-2017.

No of Complaints Received NIL No of Complaints Disposed off NIL

26. RISK MANAGEMENT

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 and its departments at various levelsincluding the documentation and reporting.

27. ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO FINANCIAL STATEMENTS

The Company has in place adequate internal financial controls with reference tofinancial statements. The Board has adopted policies and procedures for ensuring theorderly and efficient conduct of its business including adherence to the Company’spolicies the safeguarding of its assets the prevention and detection of frauds anderrors the accuracy and completeness of the accounting records and the timelypreparation of reliable financial disclosures.

28. PARTICULARS OF EMPLOYEES

During the year under review there was no employee who has drawn remuneration inexcess of the limits set out under Section197(12) of the Companies Act 2013 read withRule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014. Disclosures pertaining to remuneration and other details as required underSection 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and ofRemuneration of Managerial Personnel) Rules 2014 is attached as ANNEXURE B

29. EXTRACT OF ANNUAL RETURN

As required pursuant to section 92(3) of the Companies Act 2013 and rule 12(1) of theCompanies (Management and Administration) Rules 2014 an extract of annual return in MGT 9as a part of this Annual Report as ANNEXURE A

30. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND(IEPF)

Your Company did not have any funds lying unpaid or unclaimed for a period of sevenyears. Therefore there were no funds which were required to be transferred to InvestorEducation and Protection Fund (IEPF)

31. VIGIL MECHANISM AND WHISTLE BLOWER MECHANISM

Pursuant to the provisions of Section 177(9) of the Companies Act 2013 read with Rule7 of the Companies (Meetings of Board and its Powers) Rules 2014 the company The Companyhas established a vigil mechanism for Directors and Employees to report their concernsabout unethical behavior genuine concerns actual or suspected fraud or violation of thecompany’s Code of Conduct.

The mechanism provides for adequate safeguards against victimization of Directors andemployees who avail the vigil mechanism. In exceptional cases Directors and employeeshave direct access to the Chairman of the Audit Committee. The detailed disclosure of theVigil Mechanism & Whistle Blower Policy are made available on the company’swebsite www.jetlycot.com and have also been provided in the Corporate Governance Report.

However our Company being listed on SME Exchange – "NSE Emerge" isexempt under Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015.

32. COMLIANCE WITH THE CODE OF CONDUCT

The board has formulated code of conduct for the Board members and Senior Management ofthe company which has been posted on the website of the company www.jetlycot.com. Itis affirmed that all the directors and senior management have complied with the code ofconduct framed by the company and confirmation from all the directors KMP and seniormanagement has been obtained in respect of the F/y 31st March 2017.

33. SHARE PRICE DATA

Our Company got listed at SME platform of National Stock Exchange of India Ltd. i.e.NSE- EMERGE on 07th October 2016. The company’s month wise share pricedata i.e from October 2016 to 31st March 2017 is mentioned below

34. CORPORATE GOVERNANCE

Your company has been complying with the good corporate governance over the years andis committed to the highest standards of compliance. Pursuant to the listing agreementread with Regulations 15 (2) of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 the compliance with the corporate governance provisions as specified inthe Regulations 17 to 27 and clauses (b) to (i) of Regulations 46(2) and Para C D and Eof Schedule V shall not apply to the company whose specified securities are listed on theSME Exchange. Therefore the Corporate Governance Report is not applicable on the companyand therefore not provided by the Board.

35. ACKNOWLEDGEMENT

The directors place on record their sincere appreciation for the assistance andco-operation extended by Bank its employees its investors and all other associates andlook forward to continue fruitful association with all business partners of the company.

For and on behalf of Board of directors
JET KNITWEARS LIMITED
Balram Kumar Narula Rakesh Kumar Narula
Date: 26.08.2017 Manging Director Whole Time Director
Place: Kanpur DIN: 00274566 DIN: 00274483