jet knitwears ltd Directors report

2. STATE OF COMPANY AFFAIRS

Your Directors report that due to high volatility in market, steep increase in raw material prices and several other challenges, your Company faced some decline in sales and revenue levels but was able to achieve growth in net profits during the year under review. The major highlights pertaining to the business and operations of the Company for the year 2022-23 are given below:

The Revenue from operations stood at 3650.35 Lakhs as against 4092.89 Lakhs in the previous year showing a decline of about 10.81%.

The Profit before tax is 164.75 Lakhs as compared to 161.32 Lakhs in the previous year thereby showing the growth of about 2.13%.

The EBITDA increased to 328.10 Lakhs from 324.01 Lakhs in the previous year and thus showing a rise of about 1.26%.

The Profit after tax for the year stood at 121.14 Lakhs as compared to 114.96 Lakhs for the previous year thereby showing a growth of about 5.38%. The Earning per Share has also grown to 2.75 as against 2.61 in the Previous Year.

3. OBSTACLES FACED DURING THE YEAR

Due to rising inflation in the country, the purchasing power of the consumers has been reduced significantly leading to stagnancy in demand in the market, especially for regional brands like us. Additionally, rise in the overall raw material consumption cost also impacted the industry and the Company could not increase the required selling price of the products as compared to increase in the cost of raw materials. Further, many international players are entering Indian market with fast fashion clothing and heavy advertising leading to decline in the overall market place for small and regional brands like us.

4. GROWTH STRATEGY

Your Company has taken measures for the growth and expansion of the business. We have expanded our clothing range and now we are not limited to just hosiery products and undergarments but we have also ventured into the market of new products such as sweat shirts, jackets denims & hoodies etc. which is a complete different segment in itself. This has resulted into the expansion of our product horizon, opening various doors of opportunities for the Company and thereby exposing our reach to wider market coverage. In addition to this, your company has tried to maintain balance of sales between the e-commerce and retail business.

5. SUBSIDIARY / ASSOCIATE COMPANY / JOINT VENTURE

Company does not have any Subsidiary / Associate Company. There were no Joint Ventures entered into by the Company during the financial year 2022-23.

6. DIVIDEND

Keeping in view the current economic uncertainties, your directors consider it prudent to plough back the profits and not to recommend any dividend for the financial year 2022-23.

7. RESERVES

The Company has not transferred any amount to its reserves, the details in respect of which can be verified from the audited financial statement forming part of this report.

8. SHARE CAPITAL

During the year under review, there was no change in either Authorised or Paid-Up Share Capital of your Company.

9. COMPOSITION OF BOARD

As per provisions of the Companies Act, 2013 the Independent Directors were re-appointed in the 24^th AGM of the Company held on September 30, 2020 for a second term of 5 (Five) consecutive years commencing from August 01, 2020 to July 31, 2025 and are not liable to retire by rotation.

(*Note- The tenure of Mr. Balram Kumar Narula as Managing Director of the Company expired on May 14, 2023 and on EGM held on May 29, 2023, he was re-designated as Chairman (Non-Executive) thus resulting in change in Boards composition after March 31, 2023).

10. DECALARATION BY INDEPENDENT DIRECTORS

The Company has received necessary declarations from Mr. Ramesh Chandra and Mr. Ashok Chandra Bajpai, Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 (“Act”) and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”). In the opinion of the Board, they fulfill the conditions of independence as specified in the Act and the Listing Regulations and are independent of the Management.

11. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Changes in Directors / KMP:

Following persons are the Key Managerial Personnel of the Company as on March 31, 2023 pursuant to Section 2(51) and Section 203 of the Act, read with the Rules framed there under:

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. Vinny Saxena - Company Secretary and Compliance Officer

During the year, Mr. Vishesh Tiwari tendered his resignation from the Office of Company Secretary and Compliance Officer w.e.f. February 20, 2023. Subsequent to his resignation, Ms. Vinny Saxena was appointed as the Company Secretary and Compliance Officer of the Company w.e.f. March 15, 2023.

Further, after the financial year ending March 31, 2023, the tenure of Mr. Balram Kumar Narula expired on May 14, 2023 and he was re-designated as Chairman (Non-Executive) in a duly convened Extraordinary General Meeting held on May 29, 2023.

Retirement by Rotation:

Pursuant to the provisions of Section 152 of the Companies Act, 2013 read with Rules made thereunder and the Articles of Association of the Company, Mr. Rakesh Kumar Narula (DIN: 00274483), Executive Director of the Company, is liable to retire by rotation at ensuing 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 Section 102 of the Companies Act, 2013 to the Notice of the ensuing AGM of the Company.

12. BOARD MEETINGS

Further, the Independent Directors of the Company also met once during the year onMarch 20, 2023; without the presence of Executive Directors, to review the performance of the Executive Directors and that of the Board as a whole.

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 the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015. Details of committees are as given below:

Audit Committee

As on the financial year ended March 31, 2023; Audit Committee of the Company comprises of two Independent Directors and one Executive Director with Chairman being an Independent Director as required under Section 177 of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015.

All the members of Audit Committee have the requisite qualification for appointment in the Committee and possess sound knowledge of finance, accounting practices and internal controls.

Nomination and Remuneration Committee

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

Stakeholders Relationship Committee

The Stakeholders Relationship Committee of the Company comprises of three Members, out of which two are Independent Directors and one is Executive Director with Chairman being an Independent Director. The composition of the Committee meets with the requirements of Section 178 of the Act read with SEBI (LODR) Regulations, 2015. The Company Secretary of the Company acts as the Secretary of the Committee.

14. EVALUATION OF BOARDS PERFORMANCE

Your Company being listed on SME Exchange “NSE Emerge” is exempt under Regulation 17(10) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. However, pursuant to the provisions of section 134(3)(p) of Companies Act, 2013, the Board has carried out annual evaluation of the performance of the Board, its Committees and of individual directors based on devised criteria. Furthermore, in a separate meeting of Independent Directors held on March 20, 2023, performance of the Non-Independent Directors and the Board as a whole was also reviewed.

The Company has devised a policy naming (Policy on Nomination & Remuneration and Board Diversity) for performance evaluation of Independent Directors, Board, Committees and other individual directors which includes the criteria and process for the performance evaluation of the Executive/ Non executive Directors, Committees and the board as a whole. The policy is available on the website of the Company i.e. (https://www.jetlycot.com/pages/policy-of-nomination-remuneration-and-board-diversity). The evaluation process inter alia consider attendance of Directors at Board and Committee Meetings, acquaintance with business, communicating inter-se Board Members, effective participation, domain knowledge, compliance with code of conduct, vision and strategy. The Directors expressed their satisfaction with the evaluation process.

15. REMUNERATION POLICY

The Company has a Policy relating to appointment of Directors, payment of Managerial Remuneration, Directors qualification, positive attributes, independence of Directors and other related matters as provided under Section 178(3) of the Companies Act, 2013 and Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015 and is available on the Companys Website (https://www.jetlycot.com/pages/policy-of-nomination-remuneration-and-board-diversity).

16. RISK MANAGEMENT

The Company has business Risk Management framework to identify and evaluate business risks and opportunities. This framework seeks to create transparency, minimize adverse impact on its business objectives and enhance its competitive advantage. It defines the risk management approach across the Company at various levels including the documentation and reporting. Audit Committee of the Company has been entrusted with responsibility to assist the Board in following matters:

(a) Overseeing the Companys Risk Management process and controls, risk tolerance and Capital Liquidity and funding (b) Setting Strategic plans and objectives for Risk Management and review of Risk Assessment of the Company (c) Review of the Companys risk appetite and strategy relating to key risks, including credit risk, liquidity and funding risk, product risk and reputational risk as well as the guidelines and processes for monitoring and mitigating such risks.

During the period under review, the Company has not identified any element of risk which 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, to provide a formal mechanism to the Directors and employees to report their concerns about unethical behaviour, actual or suspected fraud or violation of the Companys Code of Conduct. This Policy provides adequate safeguards against victimization of employees who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee. It is affirmed that no personnel of the Company has been denied access to the Audit Committee. The Policy of Vigil Mechanism is available on the Companys Website (https://www.jetlycot.com/pages/copy-of-terms-conditions-of-ids).

18. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

The Company has not given any Loans or Guarantees covered under the provisions of Section 186 of the Companies Act, 2013. The details of the investments made by the Company are 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 the operations of the Company. These have been designed to provide reasonable assurance with regard to recording and providing reliable financial and operational information, complying with the applicable statutes, safeguarding assets from unauthorized use, executing transactions with proper authorization, and ensuring compliance with corporate policies.

The company has appointed Internal Auditors and the scope & authority of Internal Audit Function is defined in the appointment letter issued to the Internal Auditors. In order to maintain its objectivity and Independence, the internal auditor reports directly to the Chairman of the Audit Committee. Based on the report of the Internal Audit the Company undertakes corrective action in the respective reported areas of concern thereby strengthening the Internal Controls.

The Audit Committee of the Board of Directors, comprising of Independent Directors, reviews the effectiveness of the internal control system across the Company including annual plan, significant audit findings and recommendations, adequacy of internal controls and 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 be transferred to Investor Education and Protection Fund (IEPF) under Section 125 of Companies Act, 2013.

21. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Managements Discussion and Analysis Report for the year under review, as stipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), is presented in a separate section, forming part of the Annual Report.

22. HUMAN RESOURCES

The Company believes that people are its most valuable assets. To this extent, the Company provides a fair and inclusive environment that promotes new ideas, respect for the individual and equal opportunity to succeed. Experience, merit and performance, leadership abilities, strategic vision, collaborative mindset, teamwork and result orientation are actively promoted and rewarded through an objective appraisal process.

The number of people employed as on March 31, 2023 was 57 (March 31, 2022 was 54). Your Company wishes to put on record its deep appreciation of the co-operation extended and efforts made by all employees.

23. CORPORATE SOCIAL RESPONSIBILITY

The provisions of section 135 of the Companies Act 2013 are not applicable to the Company, hence it was not required to constitute CSR Committee or to formulate CSR Policy in this regard. However, your Company keeps on contributing time to time towards the social welfare schemes of social organizations on voluntarily basis.

24. PARTICULARS OF EMPLOYEES

Disclosure with respect to the remuneration of Directors and employees as required under Section 197 (12) of Companies Act, 2013 and Rule 5(1) Companies (Appointment and Remuneration 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 financial position of the Company which have occurred between the end of the financial period to which 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 with provisions of the Companies (Audit and Auditors) Rules, 2014 as amended from time to time, M/s Rajiv Mehrotra & Associates, Chartered Accountants, (FRN: 002253C) Kanpur, were re-appointed as the Statutory Auditors of the Company for a second term of 5 consecutive years in the 26^th Annual General Meeting held on September 27, 2022 till the conclusion of the 31st Annual General Meeting.

Based on the recommendation of the Audit Committee, your Board at its meeting held on August 24, 2022 reappointed M/s Rajiv Mehrotra & Associates, Chartered Accountants, (FRN: 002253C) Kanpur, as the Auditors of the Company to hold the office from the conclusion of the ensuing 26 ^th AGM until conclusion of the 31^st AGM of your Company to be held in the year 2027, subject to approval of members of the Company at the 26^th Annual General Meeting.

They have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India as required under the provisions of Regulation 33 of the Listing Regulations.

Audit Report

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

Basis for Disclaimer opinion in the Statutory Audit Report: The companys trade receivables (classified as unsecured and considered good by the management & Net of Provisions) are carried at Rs. 14,50,59,082.00, out of which Rs. 8,43,26,875.00 are outstanding for a period more than six months, which is abnormally high as compared to the turnover of the company. Also out of the above, receivables of Rs. 1,22,24,473.00 are aged more than three years. The balances of these parties are subject to confirmation, and as per the management of the company is recoverable. As a result of these matters, we were unable to determine whether any adjustments might have been found necessary in respect of recorded amount of Trade Receivables and the elements making up the statement of Profit and Loss and statement of cash flows.

Key Audit Matters (KAM): Substantial Movement of Stock up to production of Finished Goods

The company avails services of over thirty job workers and has inter-dependent manufacturing facilities in two States in India. In addition, the company has several depots. The above entails substantial movement of raw material, semi-finished materials and finished goods from one location to another; and at any given point of time, the stocks (of various stages) belonging to the company may be found at several locations. The movement of stock is the key to the business and was therefore considered as one of the ‘Key Audit Matters. Verification of the internal controls with respect to inventory management and movement, recording of consumption, valuation of stocks as at the reporting date involved extensive verification procedures and called for making estimates and judgments.

Response to Audit Observations

The Board of Directors of the company furnish following response to the Disclaimer of Opinion made by the Auditor in their Report dated May 27, 2023 for the Standalone Financial Statements for the year ended March 31, 2023:

Based on the Management analysis and assumptions, we believe that the Profit and Loss Account and Cash Flow Statement for the year ended March 31, 2023 and the Balance Sheet as at March 31, 2023 are materially correct and as per the management, the trade receivables are considered good and are recoverable in nature. The companys trade receivables consist of outstanding balances from over 3000 parties, spread across various remote locations within the operational area of the Company and are generally low in value individually, since the supply chain of the company largely consists of small retailers, who were severely impacted by the post pandemic effects.

The Management is making full efforts to recover these trade receivables. Further as is evident, during the year under review, the total trade receivables have been reduced by Rs. 70.98 lakhs. Hence, management does not believe there is any material financial impact of the audit qualification.

In respect of Key Audit Matters, the management submits that the internal control systems for data maintenance with respect to inventory management, movement and valuation of stocks as at the reporting date are currently under development. It is pertinent to note that, we have various ranges of products for men, women and children which are manufactured in different sizes for all age groups. And each different product requires different setup and goes through multiple processes and stages. Thus the average production cycle, right from procurement of yarn till the completion of the finished product ready for sale, takes around 50 days; making the internal systems required for tracking the movement and valuation of stock at different stages a tedious and complex task for the management. Nevertheless, we are making full efforts to extend the internal controls throughout all the production stages so that proper information is readily available at all times regarding the movement and valuation of the inventory at several locations and less reliance is to be placed on estimates and judgements.

Internal Auditor

M/s Rajesh Singhania & Associates, Chartered Accountants, has been appointed as the Internal Auditors to perform the Internal Audit of the Company for the Financial Year 2022-23. The Audit Committee of the Board in consultation with the Internal Auditor formulates the scope, functioning, periodicity and methodology for conducting the internal audit.

Secretarial Auditor

The Board had appointed CS Gopesh Sahu, Practicing Company Secretary (Membership No. 7100, C.P. No. 7800) to undertake the Secretarial Audit of the Company for the Financial Year ended March 31, 2023.

The Secretarial Audit Report for the Financial Year ended March 31, 2023 annexed herewith is marked as Annexure II to this Report. The Secretarial Audit Report does not contain any qualification; however, following observation has been made by the Secretarial Auditor in his report:

Observation No. 1- Mr. Balram Kumar Narula (DIN: 00274566), Managing Director of the Company having attained the age of 70 years on 25.05.2021 has continued to hold office during the financial year. The company needs to comply with provisions of section 196 of the Companies Act, 2013.

Observation No. 2- Company Petition filled by Mr. Manoj Agarwal & M/s Haryana Refractories Private Limited Persons acting in Concert & shareholders of the Company is pending before the Honble NCLT, Allahabad Bench.

Response to Secretarial Audit Observation

Managements Reply to Observation No. 1- The reappointment of Mr. Balram Kumar Narula (DIN- 00274566) as Managing Director of the Company for a period of 3 years w.e.f. May 14, 2020 was proposed to shareholders of the company by way of ordinary resolution in the Item no. 3 of Notice of 23^rd Annual General Meeting. In the 23^rd Annual General Meeting which was duly convened on September 20, 2019, he was re-appointed as the Managing Director for a fresh tenure of 3 years by shareholders of the company.

An explanatory statement pursuant to Section 102 of the Companies Act, 2013, details pursuant to Regulation 36 of SEBI (LODR) Reg., 2015 as well as clauses of Secretarial Standard-2 also formed part of Notes to the Notice of the 23^rd AGM containing all details of Mr. Balram Kumar Narula including his date of birth etc. No material information was concealed from shareholders nor was any misleading information provided regarding his appointment.

Thus, Mr. Balram Kumar Narula continued to hold his office as Managing Director of the company even after attaining 70 years of age by virtue of ordinary resolution passed by shareholders in the 23^rd AGM of the company clearly stating his tenure of 3 years w.e.f. May 14, 2020 to May 14, 2023.

Managements Reply to Observation No. 2- This observation is self-explanatory.

Cost Audit

The provisions of Section 148 of the Companies Act 2013 read with the Companies (Cost and Audit) Rules, 2014 and Rule 14 of the Companies (Audit and Auditor) Rules, 2014 are not applicable to the Company.

27. CHANGE IN THE NATURE OF BUSINESS

There were no changes in the nature of business activities pursued by the company during the year under review.

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 are furnished hereunder:

Foreign exchange earnings and outgo

During the financial year 2022-23 under review, the foreign exchange earnings and outgo is nil.

29. ANNUAL RETURN

The draft Annual Return of the Company for the year ended on March 31, 2023 as approved by the Board is available on the Companys website and can be accessed at https://www.jetlycot.com/pages/annual-reports. Please, also note that in accordance with the provisions of the Companies Act, 2013, the final annual return will be hosted on website of 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 F.Y. 2022-23 with related parties were on an arms length basis and in the ordinary course of business. There were no material related party transactions (RPTs) undertaken by the Company during the year that require shareholders approval under Regulation 23(4) of the SEBI Listing Regulations or Section 188 of the Act. The approval of the Audit Committee was sought for all RPTs. All the transactions were in compliance with the applicable provisions of the Act 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, the same is not provided.

A policy on related party transactions and dealing with related parties as approved by the Board has been posted on the companys website https://www.jetlycot.com/pages/related-party-transaction-policy.

31. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place an Anti Sexual Harassment Policy in line with the requirements of 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 received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this Policy. There is zero tolerance towards sexual harassment. Any act of sexual harassment invites serious disciplinary action. No complaints pertaining to Sexual Harassment were received during the Financial Year 2022-23.

32. DIRECTORS RESPONSIBILITY STATEMENT

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

i) That in the preparation of the annual accounts, the applicable accounting standards read with requirements set out under Schedule III to the Companies Act, 2013 have been followed along with proper explanation relating to material departures;

ii) That such accounting policies as mentioned in Notes to the Financial Statements have been selected and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at March 31, 2023 and of the profit and loss of the company for the period ended on March 31, 2023;

iii) That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

iv) 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 financial controls were adequate and were operating effectively; and

vi) Proper systems were devised to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

33. SHARE PRICE DATA

*Note: In the Month of April 2022, June 2022, July 2022, August 2022, September 2022, October 2022, November 2022, December 2022 and January 2023; there has been no trading in the Shares of the Company as per Historical Data in the NSE Site.

34. CORPORATE GOVERNANCE

Your Company is committed to maintain good Corporate Governance practices and is committed to the highest standards of compliance. Pursuant to the Regulation 15(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the compliance with the corporate governance provisions as specified in the Regulations 17 to 27 and clauses (b) to (i) & (t) of Regulations 46(2) and Para C, D, and E of Schedule V shall not 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 the Company.

35. SECRETARIAL STANDARDS

The Company complies with all the applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI).

36. GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following 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 under any 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 or tribunals which impact the going concern status and Companys operation in future.

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

37. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

No application was made and no proceedings are pending against the company under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year under review.

38. DIFFERENCE IN VALUATION

During the year under review, there were no instances of one time settlement with any financial institution so the disclosure regarding details of difference between amount of the valuation done at the time of one time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof is not applicable to the Company.

39. INDUSTRIAL RELATIONS

During the year under review your Company enjoyed cordial relationship with the workers and employees at all levels.

40. PREVENTION OF INSIDER TRADING

Pursuant to SEBI (Prohibition of Insider Trading) Regulations, 2015, the Company has adopted a Code of Conduct for prevention of insider trading with a view to regulate trading in securities by the Directors and designated persons of the Company. The details of Insider Trading Policy is available on the website of the Company at https://www.jetlycot.com/pages/policy-on-prevention-of-insider-trading.

The code requires trading plan, pre-clearance for dealing in the Companys shares by the Directors and designated persons while in possession of UPSI in relation to the Company and during the period when the trading window is closed. However, there were no such instances in the Company during the year 2022-23.

41. ACKNOWLEDGEMENT

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