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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

Jet Knitwears Ltd. (JETKNIT) - Director Report

Company director report

To

The Members of

JET KNITWEARS LIMITED

Your Directors are pleased to present the 25th Annual Report on the businessand operations of Jet Knit wears Limited (the Company or ‘JKL') along with theAudited Financial Statements for the Financial Year ended March 31 2021.

1. FINANCIAL SUMMARY

The Company's standalone financial performance for the year ended 31stMarch 2021 is summarized as below:

(Rs. In Lakhs)

Particulars 2020-21 2019-20
Total Revenue 3966.46 4492.85
Earning before Finance Costs Depreciation and amortization Expenses and Taxes 361.14 395.94
Less: Finance Cost 96.01 120.59
Less: Depreciation & Amortization Expenses 52.99 60.22
Profit/ Loss before Tax 212.14 215.13
Less: Tax Expense (including deferred tax and tax adjustment of earlier years) 46.12 62.36
Profit After Tax 166.02 152.77
Add: Balance of profit brought forward 690.84 538.07
Less: Appropriations -

-

Transfer to General Reserve - -
Income Tax Adjustment (Net) - -
Balance at end of the Year 856.86 690.84

2. STATE OF COMPANY AFFAIRS

The major highlights pertaining to the business and operations of the Company for theyear 2020-21are given below:

• The Revenue from operations declined to Rs.3966.46 Lakhs as against Rs.4492.80Lakhs in the previous year showing a decline of 11.71%.

• The Profit before tax is Rs.212.14 Lakhs as compared to Rs.215.13 Lakhs in theprevious year thereby showing the decline of about 1.39%.

• The EBITDA declined to ^361.14 Lakhs from Rs. 395.94 Lakhs in the previous yearand thus showing a fall of about 8.84%.

• The Profit after tax for the year stood at Rs.166.02 Lakhs as compared toRs.152.77 Lakhs for the previous year thereby showing growth of about 8.50%.

• The Earning per Share has also escalated to Rs.3.77 as against Rs.3.30 in thePrevious Year.

3. IMPACT OF COVID 19 ON OPERATIONS

In fiscal 2020 the COVID -19 pandemic first broke globally and in India therebycausing significant disturbance and slowdown of economic activities. The manufacturingoperations of the Company remained temporarily suspended during major part of firstquarter of FY 20-21 as per the directives of the Government keeping in mind the paramountneed of safety of the work force and employees. JKL reacted swiftly by providing therequired support to the workforce clients and the community and staying in constant touchwith the local authorities sharing timely updates with the employee base to enabling thenear-seamless transition to the remote mode of work - by the end of the second quarteryour Company was able to scale up its efforts and restored normalcy of operations.

Nationwide lockdown during the year in different parts of the country disrupted bothproduction and retail sales as a result sales fell sharply during the ongoing pandemiceven as consumers cut back their spending. Further the restricted logistics arrangementcoupled with migration of labour & slowdown of overall demand also been a factor forlower capacity utilisation. The manufacturing operations of the Company are still beingconducted in compliance with the relevant guidelines / advisory issued by the centralgovernment and state authorities for taking necessary measures for the containment ofCOVID- 19 including measures like maintaining social distancing.

Looking at the present situation of pandemic the extent to which the same will impactCompany's future financial results is still uncertain and will depend on futuredevelopments. The Management anticipates slowdown for the textile sector over all in theshort term due to the pandemic and is also keeping a close watch on any other possibleimpacts of third or future waves of the pandemic. The Board and the Management willcontinue to closely monitor the situation as it evolves and do its best to take allnecessary measures in the interests of all stakeholders of the Company.

4. GROWTH STRATEGY

Amid Covid crisis in order to turn obstacles into opportunity your Company has takenfollowing measures during the financial year 2020-21:

a) We have started to manufacture Face Protection Mask and further decided to add thesame in its product line.

b) Your Company also gave the rights for usage of its brand name / Logo to VenusKnitwears Company Private Limited a group company promoted by the same promoter group ofJet Knitwears Ltd. and the assignee Company shall use the brand name or logo in promotionand marketing of hygiene products and shall be paying royalty fees to the company as peragreed terms and conditions against such usage.

c) Further the management has also considered future business prospects in the fieldof pharmaceuticals detergent and agricultural products which have tremendous potential incoming times. Thus in order to capitalize on the business opportunities in the abovesectors in coming times necessary alterations in the Main Object Clause of the MOA havealso been made during the year by passing the special resolution through Postal Ballot.

5. SUBSIDIARY / ASSOCIATE COMPANY / JOINT VENTURE

Company does not have any Subsidiary / Associate Company. There were no Joint Venturesentered into by the Company during the financial year 2020-21.

6. DIVIDEND

Keeping in view the current economic uncertainties and the anticipation of possibleimpacts of third or future waves of the pandemic your directors consider it prudent toplough back the profits and not to recommend any dividend for the financial year 2020-21.

7. RESERVES

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.

8. SHARE CAPITAL

During the year under review your Company's Authorised Share Capital remainedunchanged at Rs. 65 Crore (Rupees Sixty Five Crore Only) comprising 65000000 EquityShares of Rs. 10 each. The Paid up Equity Capital as at March 31 2021 remained at Rs.44072000.

9. COMPOSITION OF BOARD

The Board of Directors of the Company has an optimum composition of ExecutiveNon-Executive and Independent Directors in compliance with the provisions of CompaniesAct 2013 and SEBI (LODR) Regulations 2015. As on March 31 2021 Board of Directorscomprise of 6 Directors out of which 3 are Executive Directors 1 is Non ExecutiveNon-Independent Woman Director and 2 are Non Executive Independent Directors which is incompliance with the provisions of Companies Act 2013. All Independent Directors areeminent persons and bring a wide range of expertise and experience to the Board therebyensuring the best interest of stakeholders and the Company. Following persons comprise theBoard:

Category Name of Director
Executive Directors Mr.Balram Kumar Narula
Mr.Anil Kumar Narula
Mr.Rakesh Kumar Narula
Non-Executive Non-Independent Director Mrs. Dinesh Parashar
Non-Executive Independent Director Mr. Ramesh Chandra
Mr. Ashok Chandra Bajpai

10. DECALARATION BY INDEPENDENT DIRECTORS

The Company has received necessary declarations from Mr. Ramesh Chandra and Mr. AshokChandra Bajpai Independent Directors of the Company confirming that they meet thecriteria of independence as prescribed under Section 149(6) of the Companies Act 2013("Act") and SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 ("Listing Regulations"). In the opinion of the Board they fulfill theconditions of independence as specified in the Act and the Listing Regulations and areindependent of the Management.

11. BOARD MEETINGS

The Board of Directors met 6 times during the financial year 2020-21.The meetings wereheld on July 24 2020 August 26 2020 September 22 2020. November 11 2020 December08 2020 and March 22 2021. The intervening gap between the Meetings was within theperiod prescribed under the Companies Act 2013.

Further the Independent Directors of the Company met once during the year on February20 2021 to review the performance of the Executive Directors of the Company andperformance of the Board as a whole.

12. DIRECTORS AND KEY MANAGERIAL PERSONNEL Changes in Directors / KMP:

During the year the term of Mr. Ramesh Chandra and Mr. Ashok Chandra BajpaiIndependent Directors of the Company expired on July 312020 while that of Mrs. DineshParashar Non-executive Non-Independent Woman Director of the Company expired on August31 2020. Accordingly the aforesaid Directors were re-appointed as Additional Directorsin the respective category w.e.f. July 24 2020 and thereafter there appointment wasregularized by the shareholders of the Company at the 24th AGM held on September 30 2020.

Further Ms. Divya Saxena tendered her resignation from the Office of Company Secretaryand Compliance Officer w.e.f. April 30 2021. Subsequent to her resignation Mr. VisheshTiwari was appointed as the Company Secretary and Compliance Officer of the Company.

Retirement by Rotation:

Pursuant to the provisions of Section 152 of the Companies Act 2013 read with Rulesmade there under and the Articles of Association of the Company Mr. Anil Kumar Narula(DIN: 00274462) Whole Time Director of the Company is liable to retire by rotation atensuing Annual General Meeting and being eligible has offered himself for re-appointment.The Board recommends his re-appointment.

Profile of the Director seeking re-appointment is given in the Statement under Section102 of the Companies Act 2013 to the Notice of the ensuing AGM of the Company.

13. COMMITTEES OF THE BOARD & THEIR MEETINGS

The Company has constituted various committees for the smooth functioning of the Board.The composition of all Board Committees is in accordance with the provisions of theCompanies Act 2013 and the SEBI (LODR) Regulations 2015. Details of committees are asgiven below:

Audit Committee

Audit Committee of the Company comprises of two Independent Directors and one ExecutiveDirector with Chairman being an Independent Director as required under Section 177 of theCompanies Act 2013 and SEBI (LODR) Regulations 2015.

During the Financial Year 2020-21 Members of Audit Committee met 5 times. AuditCommittee Meetings held on July 24 2020 August 26 2020 September 22 2020. November11 2020 and March 09 2021. The representatives of Statutory Auditors & InternalAuditors Executives from Accounts & Finance Department are invited to the meetings ofthe Committee as and when required. The Internal Auditor reports directly to theCommittee. The Company Secretary acts as the secretary of the

Committee. The composition of Audit Committee as on March 31 2021 and the details ofMembers attendance at the meetings of the Committee are as under:

Name of Members Category Meetings attended
Mr. Ramesh Chandra Chairman (Independent Director) 5
Mr. Ashok Chandra Member (Independent Director) 5
Mr.Balram Kumar Narula Member (Executive Director) 5

All the members of Audit Committee have the requisite qualification for appointment inthe Committee and possess sound knowledge of finance accounting practices and internalcontrols.

Nomination and Remuneration Committee

The Nomination and Remuneration Committee of the Company comprises of two IndependentDirectors and a Non-Executive Non-Independent Director with the Chairman being anIndependent Director which meets with the requirements of Section 178 of the Act read withSEBI (LODR) Regulations 2015.The Company Secretary of the Company acts as the secretaryof the Committee.

The members of Nomination and Remuneration Committee met 1 time during the FinancialYear 2020- 21 on July 24 2020. The composition of Nomination and Remuneration Committeeas on March 31 2021 and the details of Members attendance at the meeting of the Committeeare as under:

Name of Members Category Meetings attended
Mr. Ramesh Chandra Chairman (Independent Director) 01
Mr. Ashok Chandra Bajpai Member (Independent Director) 01
Mrs. Dinesh Parashar Member (Non-Executive Director) 01

Stakeholders Relationship Committee

The Stakeholders Relationship Committee of the Company comprises of three Members outof which two are Independent Directors and one is Executive Director with Chairman beingan Independent Director. The composition of the Committee meets with the requirements ofSection 178 of the Act read with SEBI (LODR) Regulations 2015. The Company Secretary ofthe Company acts as the secretary of the Committee.

During the Financial Year 2020-21 four Committee Meetings were held on July 24 2020August 26 2020 November 11 2020 and March 09 2021. The composition of theStakeholders Relationship Committee as on March 31 2021 and the details of Membersattendance at the meetings of the Committee are as under:

Name of Members Category Meetings attended
Mr. Ashok Chandra Bajpai Chairman (Independent Director) 04
Mr. Ramesh Chandra Member (Independent Director) 04
Mr.Rakesh Kumar Narula Member (Executive Director) 04

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 specifically required to be conducted as per the provisions of Section 179of the Companies Act 2013 or other provisions if any rules made there under subject toany amendment re-enactment or modification thereof. During the Financial Year ended as onMarch 31 2021 Four (4) Meetings of Committee of Directors were held on September 172020 October 17 2020 January 05 2021 and March 12 2021. The composition of theCommittee of Directors as on March 31 2021 and the details of Members attendance at themeeting of the Committee are as under:

Name of Members Category Meetings attended
Mr. Balram Kumar Narula Chairman 04
Mr. Rakesh Kumar Narula Member 04
Mr. Ramesh Chandra Member 04

14. EVALUATION OF BOARD'S PERFORMANCE

The Board and the Nomination and Remuneration Committee reviewed the performance of theindividual Directors on the basis of the criteria and framework adopted by the Board. Inaddition the performance of Board as a whole and Committees were evaluated by the Boardafter seeking inputs from all the Directors based on various criteria.

Further in a separate meeting of Independent Directors performance of Non-IndependentDirectors performance of Board as a whole and performance of the Chairman was evaluatedconsidering the views of the Executive Directors and Non-Executive Directors. The mannerin which the evaluation has been carried out has been explained in Nomination &Remuneration Policy. The policy is available on the website of the Company i.e.www.ietlycot.com.

15. REMUNERATION POLICY

The Company has a Policy relating to appointment of Directors payment of ManagerialRemuneration Director's qualification positive attributes independence of Directors andother related matters as provided under Section 178(3) of the Companies Act2013 andRegulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015and is available on the Company's Website (http ://i etlycot.com/policy-of-nomination).

16. 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 Committee of the Company has been entrusted with responsibility toassist the Board in following matters:

(a) Overseeing the Company's Risk Management process and controls risk tolerance andCapital Liquidity and funding

(b) Setting Strategic plans and objectives for Risk Management and review of RiskAssessment of the Company

(c) Review of the Company's risk appetite and strategy relating to key risks includingcredit risk liquidity and funding risk product risk and reputational risk as well as theguidelines and processes for monitoring and mitigating such risks.

During the period under review the Company has not identified any element of riskwhich may threaten its existence or are very minimal.

17. 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://ietlycot.com/whistle-blower)

18. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186

The Company has not given any Loans or Guarantees covered under the provisions ofSection 186 of the Companies Act 2013. The details of the investments made by the Companyis stated in the notes to audited financial statements.

19. INTERNAL FINANCIAL CONTROLS SYSTEM

The internal control systems commensurate with the size scale and complexity of theoperations of the Company. These have been designed to provide reasonable assurance withregard to recording and providing reliable financial and operational informationcomplying with the applicable statutes safeguarding assets from unauthorized useexecuting transactions with proper authorisation and ensuring compliance with corporatepolicies.

The Audit Committee of the Board of Directors comprising of Independent Directorsreviews the effectiveness of the internal control system across the Company includingannual plan significant audit findings and recommendations adequacy of internal controlsand compliance with accounting policies and regulations.

20. 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.

21. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management's Discussion and Analysis Report for the year under review as stipulatedunder the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015("Listing Regulations") is presented in a separate section forming part of theAnnual Report.

22. 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 2021 was 49 (March 31 2020 was 49). YourCompany wishes to put on record its deep appreciation of the co-operation extended andefforts made by all employees.

23. CORPORATE SOCIAL RESPONSIBILITY

The provisions of section 135 of the Companies Act 2013 are not applicable to theCompany hence it was not required to constitute CSR Committee or to formulate CSR Policyin this regard. However your Company keeps on contributing towards the social welfareschemes of social organization on voluntarily basis.

24. 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'to this Report.

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

There have been no material changes and commitments which affect the financialposition of the Company which have occurred between the end of the financial period towhich the financial statements relate and the date of this Report.

26. 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 from time to timeM/s. Rajiv Mehrotra & Associates Chartered Accountants (FRN: 002253C) Kanpur wereappointed as the Statutory Auditors of the Company in the Annual General Meeting held on29.09.2017 to hold office till the conclusion of the 26thAnnual General Meetingof the Company.

The Members may note that consequent to the changes made in the Companies Act 2013 andthe Companies (Audit and Auditors) Rules 2014 by the Ministry of Corporate Affairs (MCA)vide notification dated 7 May 2018 the proviso to Section 139(1) of the Companies Act2013 read with explanation to sub-rule 7 of Rule 3 of the Companies (Audit and Auditors)Rules 2014 the requirement of ratification of appointment of Auditors by the Members atevery AGM has been done away with. Therefore the Company is not seeking any ratificationof appointment of M/s. Rajiv Mehrotra & Associates Chartered Accountants (FRN:002253C) as the Auditors of the Company by the Members at the ensuing AGM.

The Company has received a certificate from M/s. Rajiv Mehrotra & AssociatesChartered Accountants (FRN: 002253C) confirming their eligibility to continue as Auditorsof the Company in terms of the provisions of Section 141 of the Companies Act 2013 andthe rules framed there under. They have also confirmed that they hold a valid certificateissued by the Peer Review Board of the Institute of Chartered Accountants of India asrequired under the provisions of Regulation 33 of the Listing Regulations.

Audit Report

The notes on financial statement referred to in the Auditor's Report areself-explanatory. No frauds are reported by the Auditors which fall under the purview ofsub section (12) of Section 143 of the Companies Act 2013. Further Disclaimer of Opinionis made by the Auditor in its Audit Report. Details of which are as follows:

Basis for Disclaimer opinion in the Statutory Audit Report: The company's tradereceivables (classified as unsecured and considered good by the management) are carried atRs. 169993038 out of which Rs. 87746531 are outstanding for a period more than sixmonths which is abnormally high as compared to the turnover of the company. We have alsonot received confirmations from many of these parties which however as per the managementof the company is recoverable. As a result of these matters and also owing to the economicuncertainty created by world-wide pandemic COVID-19 we were unable to determine whetherany adjustments might have been found necessary in respect of recorded amount of TradeReceivables and the elements making up the statement of Profit and Loss and statement ofcash flows.

Response to Audit Observation

The Board of Directors of the company furnish following response to the Disclaimer ofOpinion made by the Auditor in their Report dated June 28 2021 for the StandaloneFinancial Statements for the year ended March 31 2021:

As per the management the trade receivables are considered good and are recoverable innature. The Management is making full efforts to recover these trade receivables. Furtheras is evident despite being such odd industry conditions during the year the tradereceivables outstanding for a period exceeding six months have been reduced by aroundRs.100 lakhs. Hence management does not believe there is any material financial impact ofthe audit qualification.

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 in consultationwith the Internal Auditor formulates the scope functioning periodicity and methodologyfor conducting the internal audit.

Secretarial Auditor

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 2021.

The Secretarial Audit Report for the financial year ended March 31 2021 annexedherewith is marked as Annexure II to this Report. The Secretarial Audit Report does notcontain any qualification however following observation has been made by the SecretarialAuditor in his report:

The outcome of the Board Meeting held on 22nd September 2020 was notintimated to the Stock Exchange which in the opinion of management was not a materialevent required to be reported under SEBI (LODR) Regulation 2015.

Response to Audit Observation

The matters discussed at the Board meeting held on September 22 2020 were the part ofthe ordinary course of the business and were not considered to be material to be reportedas per the criteria for determination of materiality of events/ information as prescribedin the SEBI Listing Regulations in the opinion of the Board. We confirm that:

a) the omission of the event is not likely to result in discontinuity or alteration ofevent

b) the omission of the event is not likely to result in significant market reaction

Cost Audit

The provisions of Section 148 of the Companies Act 2013 read with the Companies (Costand Audit) Rules 2014 and Rule 14 of the Companies (Audit and Auditor) Rules 2014 arenot applicable to the Company.

27. CHANGE IN THE NATURE OF BUSINESS

There were no changes in the nature of business activities pursued by the companyhowever during the year under review in order to expand the scope of Company's operationsand future business prospects in the field of pharmaceuticals detergent and agriculturalproducts which have tremendous potential and business prospects in coming times themanagement has formed a view to venture in these segments in near future.

Since your Company is mainly engaged into manufacturing and trading of hosierygarments these activities were not covered in the main objects of the MOA of the Company.Thus the main object clause of the MOA was amended with the approval of the Shareholdersby passing the special resolution through Postal Ballot thereby adding 4(Four) newclauses after existing clause III(A)(3). The operations in the new line of activities areyet to be commenced in near future.

28. 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

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 per industry norms.
b) The Company uses more energy efficient IRO knitting machines which consumes less power than ordinary traditional knitting machines.
The Company continually takes steps to absorb and adopt the latest technologies and innovations in the Garment Industry. These initiatives should enable the facilities to become more efficient and productive as the company expands thus helping to conserve energy.
2. The steps taken by the Company for utilizing alternate sources of energy The Company has solar units which are helpful to reduce 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

Technology Absorption Adaption and Innovation

S.No Particulars Details
1. The efforts made towards technology absorption A) The Company absorbs and adapts the modern technologies on a continuous basis to meet its specific products needs from time to time. Innovation in process control product development cost reduction and quality improvement are being made on a continuous basis looking to the market requirements.
B) The Company reuses the water utilized in processing of cloth which results in conserving the water. The Company has installed proper plants for the reuse of said water. The industry norm wash 1 kg of hosiery cloth and our standard machines. The Company is having "Effluent Treatment Plant" to process the effluent in water subsequent to which some of the water is reused.
2. The benefits derived like product improvement cost reduction product development or import substitution Certified skin friendly and anti bacterial undergarments by IIT Kanpur. Cost savings by improvement of design & up gradation of products & process is Company's continuous effort.
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 technology during the last three years reckoned form the beginning of the financial year. N.A
a) The details of technology imported
b) The year of import
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 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. As the most of the production work is done from job work.

Foreign exchange earnings and outgo

During the financial year 2020-21 under review the foreign exchange earnings and outgois NIL.

29. ANNUAL RETURN

The draft Annual Return of the Company for the year ended on March 31 2021 asapproved by the Board is available on the Company's website and can be accessed athttps://www.ietlycot.com/annual reports. Please also note that in accordance with theprovisions of the Companies Act 2013 the final annual return will be hosted on websiteof the Company at the given link after the conclusion of AGM and requisite certifications.

30. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All contracts/ arrangements/ transactions entered by the Company during the FY 2020-21with related parties were on an arm'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 shareholders' 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 party transactions and dealing with related parties as approved bythe Board has been posted on the company's website http://ietlycot.com/related-party

31. 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 the requirementsof the Sexual Harassment of Women at work place (Prevention Prohibition and Redressal)Act 2013. A Complaint Redressal Committee has been set up to redress complaints receivedregarding sexual harassment. All employees (permanent contractual temporary trainees)are covered under this Policy. There is zero tolerance towards sexual harassment. Any actof sexual harassment invites serious disciplinary action. No complaints pertaining toSexual Harassment were received during the Financial Year 2020-21.

32. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 134(3)(c) of the Companies Act 2013 withrespect to Directors' 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 iudgments 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 2021 and of the profit and loss of the company for the periodended on March 31 2021;

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 have been 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.

33. SHARE PRICE DATA

The details of monthly High Low Price(s) of shares of the Company on National StockExchange SME

Platform are as under:

Month High (in Rs.) Low (in Rs.)
April Rs. 2020* - -
May Rs. 2020* - -
June Rs. 2020 24.00 21.70
July Rs. 2020 21.00 19.65
August Rs. 2020 22.00 21.00
September Rs. 2020 22.00 20.90
October Rs. 2020 21.00 20.00
November Rs. 2020 20.00 20.00
December Rs. 2020 29.15 19.00
January Rs. 2021 27.50 23.65
February Rs. 2021 25.95 19.85
March Rs. 2021 20.00 18.00

*Note: In the Month of April and May there has been no trading in the Shares ofthe Company as per Historical Data in the NSE Site.

34. DETAILS OF SPECIAL RESOLUTIONS PASSED THROUGH POSTAL BALLOT

During the year under review your Company passed a special resolution through thepostal ballot process as set out in the notice dated December 08 2020. The MOA of theCompany was altered in order to expand the scope of Company's operations and futurebusiness prospects in the field of pharmaceuticals detergent and agricultural products incoming times and also to bring existing MOA of the Company in line with the provisions ofthe Companies Act 2013.

35. 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(EMERGE platform NSE). Therefore the Corporate Governance Report is not applicable to theCompany.

36. SECRETARIAL STANDARDS

The Company complies with all the applicable Secretarial Standards issued by theInstitute of Company Secretaries of India.

37. GENERAL

Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the year under review.

a) Details relating to deposits covered under Chapter V of the Companies Act 2013.

b) Issue of equity shares with differential right as to dividend voting or otherwise.

c) Issue of shares (including sweat equity shares) to employees of the Company underany scheme save and except Employees' Stock Options Plan referred to in this Report.

d) No significant or material orders were passed by the Regulators or Courts ortribunals which impact the going concern status and Company's operation in future.

e) No fraud has been reported by the Auditors to the Audit Committee or the Board.

38. CERTIFICATE FROM A COMPANY SECRETARY IN PRACTICE

The certificate from a Company Secretary in Practice stating that none of theDirectors on the Board of the Company have been debarred or disqualified from beingappointed or continuing as Directors of the companies by the Securities and Exchange Boardof India / Ministry of Corporate Affairs or any such statutory authority is enclosed tothis Report as Annexure III.

39. ACKNOWLEDGEMENT

Your Directors wish to place on record its sincere appreciation for the assistance andco-operation extended by the employees at all level customers vendors bankers and otherassociates and look forward to continue fruitful association with all business partners ofthe company. Your Directors are especially grateful to the shareholders for reposing theirtrust and confidence in the Company. Our consistent growth is only possible because oftheir hard work solidarity co-operation and support.

For and on behalf of the Board of Directors of Jet Knitwears Limited
(Balram Kumar Narula) (Rakesh Kumar Narula)
Place: Kanpur Managing Director Whole Time Director
Date: August 26 2021 DIN: 00274566 DIN: 00274483

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