jeet machine tools ltd share price Directors report

To

The Members,

JEET MACHINE TOOLS LIMITED

Your Directors have pleasure in presenting the 38^thAnnual Report of the Company together with the Audited Statement of Accounts for the year ended March 31,2023.

1 . F INANCIALSTATEMENTS &RESULTS:

FINANCIALRESUI.TS:

The Companys performance during the year ended 31^st March, 2023 as compared to the previous financial year, is summarized below:

(Rs. in Lacsl

Particulars	For the financial Year ended 31st March, 2023	For the financial Year ended 31st March, 2022
Revenue from Operations	NIL	NIL
Other Income	0.16	0.17
Less: Expenses	13.06	9.59
Profit/ (Loss] before tax	(12.89)	(9.43)
Less: Provision for tax:
Current Tax	-	-
Deferred tax	3.08	[26.07]
Profit/ (Loss) after Tax	5.31	(16.25)

2. OPERATIONS

Company has not generated revenue from operations during the financial year. Company has earned other income of Rs. 0.16 Lacs in current F.Y as compare to Rs.

0.17 Lacs in previous year. Your directors expect to earn from operations in next financial year.

3. COMPANYS AFFAIRS

The Company continues to be engaged in the activities pertaining to dealing in Work Shop Machinery for Tool Room such as Lathe Machine, Shaping Machine, Hacksaw Machine, Drill Machine, Hydraulic Press, Bench Grinder etc. for maintenance. Sheet Metal Machinery such as Mechanical & Hydraulic Shearing, Press Brake, Sheet Folding Machine & Pyramid Type Plate Bending Machine for Fabrication. There was no change in nature of the business of the Company, during the year under review.

4. RESERVES:

The Board of Directors of the Company has proposed not to transfer any amount to general reserves.

5. DIVIDEND:

Since company has not generated any revenue from operations your Directors have thought it prudent not to recommend any dividend for the financial year under review.

6. DEPOSIT

The Company has not accepted or renewed any amount felling within the purview of provisions of Sections 73 and 74 of the Companies Act 2013 [the Act) read with the Companies (Acceptance of Deposits) Rules, 2 014 during the year under review. Hence, the requirement for furnishing of details of deposits which are not in compliance with Chapter V of the Act is not applicable

7. REPORT OF PERFORMANCE OF SUBSIDIARIES. ASSOCIATES AND IOINT VENTURE COMPANIES:

During the year under review, your Company did not have any Subsidiary, Associate and Joint Venture Company.

8. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND.

Since there was no unpaid/unclaimed Dividend on the books or any Unpaid Dividend declared and paid last year, the provisions of Section 125 of the Companies Act, 2013 do not apply to your company.

9. MATERIAL CHANGES AND COMMITMENTS. IF ANY. AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENT RELATES AND THE DATE OF THE REPORT.

In terms of Section 134(3)(i) of the Companies Act, 2013, It is reported that, in this report, no material changes and commitments which could affect the Companys financial position have occurred between the ends of the financial year i.e. March 31, 2023 of the Company and date of this report.

10. DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL:

No order have been passed by any Regulator or Court or Tribunal which can have an impact on the going concern status and the Companys operations in future.

11. CORPORATE SOCIAL RESPONSIBILITY fCSRI:

Based on criteria determined in section 135 of the Companies Act, 2013 concerning applicability of Corporate Social Responsibility, this provision is not applicable to the Company at present.

12. PARTICULARS OF LOANS. GUARANTEES. INVESTMENTS AND SECURITIES:

During the year under review the Company has not made any investment in securities or advanced any loans or given any guarantees or provided security in connection with a loan to persons or body corporate in terms of Section 186 of the Companies Act, 2013.

13. SHARE CAPITAL:

During the year, there has been no change in authorised share capital of the company. The Issued, Subscribed and Paid-up equity share capital of the company was Rs. 19,600,000/- divided into 19,60,000 equity shares of Rs. 10/- each of the Company as at 31^st March, 2023.

14. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report, as required in terms of Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is presented in separate section forming part of this Annual Report as Annexure I.

15. MATTERS RELATED TO DIRECTORS AND KEY MANAGERIAL PERSONNEL:

a. BOARD OF DIRECTORS & KEY MANAGERIALPERSONNEL:

The following are Key Managerial Personnel of the Company:-

1. Mr. Kawaljit Singh Chawla: Executive Director

2. Mr. Harpreet Singh Jaggi: Independent Director

3. Ms. Mohini T. Hingorani: Independent Director

Further there was no change in Directorship of the Company during the year under review.

b. RE-APPOINTMENT

Pursuant to Section 152 of the Companies Act, 2013 and Article 153(a)of the Articles of Association of the Company, Mr. Kawaljit Singh Chawla (DIN: 00222203), Director retires by rotation at the 38^th Annual General Meeting of the Company and being eligible has offered themselves for re-appointment. The Board has recommended his re-appointment at the forthcoming Annual General Meeting as a Executive Director of the Company, liable to retire by rotation.

Brief resume and other details of Mr. Kawaljit Singh Chawla (DIN:00222203) in terms of Regulation 36(3) of SEBI LODR and Secretarial Standards on General Meeting, are provided in the Notice of the Annual Report Abovementioned Director is not disqualified from being re-appointed as Director by virtue of the provisions of Section 164 of the Companies Act, 2013.

c. DECLARATION RECEIVED FROM INDEPENDENT DIRECTORS:

Pursuant to Section 149(6) of the Companies Act, 2013, Independent Directors of the Company have made a declaration confirming the compliance of the conditions of the Independence stipulated in the aforesaid section.

d. BOARD MEETINGS:

The Board of Directors met 5 (five) times during the financial year ended Sl^March, 2023 in accordance with the provisions of the Companies Act, 2013 and rules made there under.

The board meeting dates are 16-05-2022, 28-07-2022, 02-09-2022, 07-11-2022, and 02-02-2023. Details of attendance of Directors at board meeting during the financial year 2022-23 and at last Annual general Meeting held on September 30, 2022 are given below:

Name	Designation	Meeting held during the year	Meeting attended	Attendance at the last Annual general Meeting held on 30.09.2022
Mr. Kawaljit Singh Chawla	Executive Director	5	5	Yes
Mr. Harpreet Singh Jaggi	Independent Director	5	5	Yes
Ms. Mohini T. Hingorani	Independent Director	5	5	Yes

The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013.

e. SEPARATE MEETINGS OF INDEPENDENT DIRECTORS

As stipulated by the Code of Independent Directors under Schedule IV of the Companies, Act, 2013, a separate meeting of the Independent Directors of the Company was held to review the performance of Non- Independent Directors, the Board as whole, including the Chairman of the Company and to discuss the matters related to the quality, quantity and timeliness of flow of information between the Company management and the Board

f. DIRECTORS RESPONSIBILITY STATEMENTS:

In terms of Section 134(5) of the Companies Act, 2013, in relation to the audited financial statements of the Company for the year ended 31^st March, 2023, the Board of Directors hereby confirms that:

a. In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b. Such accounting policies have been selected and applied consistently and the Directors 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 31^st March, 2023 and of the Loss of the Company for that year;

c. Proper and sufficient care was 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;

d. The annual accounts of the Company have been prepared on a going concern basis;

e. Internal financial controls have been laid down to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

f. Proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

g. ANNUAL EVALUATION OF DIRECTORS. COMMITTEE AND BOARD:

The Board of Directors has earned out an annual evaluation of its own performance, board committees and individual directors pursuant to the provisions of the Companies Act, 2013.

The Board and the Nomination and Remuneration Committee reviewed the performance of the individual directors on the basis of the criteria as laid down by the Nomination and Remuneration Committee.

16. DISCLOSURES RELATED TO BOARD COMMITTEES AND POLICIES:

Your Company has in place, all the Committee(s) as mandated under the provisions of the Companies Acts. Currently, there are two Committees of the Board, namely:

1. Audit Committee

2. Nomination and Remuneration Committee

A. AUDIT COMMITTEE

The Company has formed an Audit Committee as required under the provisions of Section 177 of the Companies Act, 2013 and under Regulation 18 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Composition of Audit Committee comprised of following directors:

Sr.No.	Name	Designation	Category
1	Mr. Harpreet Singh D. Jaggi	Independent Director	Chairman
2	Ms. Mohini Hingorani	Independent Director	Member
3.	Mr. Kawaljit Singh Chawla	Executive Director	Member

Dates of the meetings: 16.05.2022, 28.07.2022, 07.11.2022, and 20.02.2023. The minutes of the meetings of the Committee are placed before and noted by the Board. All the recommendations made by the Committee during the year under review were accepted by the Board.

TERMS OF REFERENCE

1. To approve financial results and to recommend it to Board for their approval

with or without modification;

2. To take note of compliance of legal requirements applicable to Company;

3. the recommendation for appointment, remuneration and terms of appointment of auditors of the company;

4. review and monitor the auditors independence and performance, and effectiveness of audit process;

5. approval or any subsequent modification of transactions of the company with related parties;

6. To take note of irregularities or fraud in the business activity of the Company, if any.

B. NOMINATION AND REMUNERATION COMMITTEE:

The Board of Directors of the Company has constituted "Nomination and Remuneration Committee pursuant to Section 178 of the Companies Act, 2013 read along with applicable rules.

The Composition of Nomination and Remuneration Committee comprised of following directors:

Sr.No.	Name	Designation	Category
1	Mr. Harpreet Singh D. Jaggi	Independent Director	Chairman
2	Ms. Mohini Hingorani	Independent Director	Member
3.	Mr. Kawaljit Singh Chawla	Executive Director	Member

During the year 2 (Two] meetings were held and necessary quorum was present during both the meetings. Date of the Meetings 16.05.2022 and 02.02.2023.

The minutes of the meetings of the Committee are placed before and noted by the Board. All the recommendations made by the Committee during the year under review were accepted by the Board.

The Board has in accordance with the provisions of Section 178(3) of the Companies Act, 2013, formulated the policy setting out the criteria for determining qualifications, positive attributes, independence of a Director and policy relating to remuneration for Directors, Key Managerial Personnel and other employees. The aforementioned detailed Policy duly approved and adopted by the Board is appended as "Annexure II" of this Report

C. STAKEHOLDER RELATIONSHIP COMMITTEE

The Stakeholder Relationship Committee (SRC) comprises of two Independent Director and one Executive Director. Chairperson of the SRC is an Independent Director. The Committee specifically discharge duties by protecting in various aspects interest of shareholders by reviews redressing of shareholders complaints like non-receipt of Balance Sheet, non-receipt of declared dividend, etc. The committee also reviews the functioning & activities of Registrar & Transfer Agent & related investor grievances.

Sr. No.	Name	Designation	Category
1	Mrs. Mohini Hingorani	Independent Director	Chairman
2	Mr. Harpreet Singh Jaggi	Independent Director	Member
3.	Mr. Kawaljit Singh Chawla	Executive Director	Member

D. WHISTLE BLOWER POLICY:

The Board of Directors of the Company has, pursuant to the provisions of Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, framed a Vigil Mechanism Policy for Directors and employees of the Company to provide a mechanism which ensures adequate safeguards to employees and Directors from any victimization on raising of concerns of any violations of legal or regulatory requirements, incorrector misrepresentation of any, financial statements and reports, etc.

The employees of the Company have the right/option to report their concern/grievance to the Chairman of the Audit Committee.

D. RISK MANAGEMENT POLICY:

The Company has laid down a well-defined Risk Management Policy to identify the risk, analyse and to undertake risk mitigation actions. The Board of Directors regularly undertakes the detailed exercise for identification and steps to control them through a well defined procedure. The Board periodically reviews the risks and suggests steps to be taken to control and mitigate the same through properly defined framework.

E. SEXUAL HARASSMENT POLICY:

The Company has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace and has also established an Investigation and Redressal Committee, as stipulated by The Sexual Harassment of Women at Workplace [Prevention, Prohibition and Redressal) Act, 2013 and rules thereunder. During the year under review, no complaints in relation to such harassment at workplace have been reported.

17. AUDITORS& REPORTS

a. STAUTORY AUDITOR

The members at the Annual General Meeting held on September 30, 2022 had appointed M/s. Agrawal Jain & Gupta, Chartered Accountants [Firm Registration No. 013538C) as the Statutory Auditors for five consecutive years from the conclusion of 37^thAnnual General Meeting till the conclusion of the 42^ndAnnual General Meeting of the Company to be held in 2026-27. The Statutory Auditors have confirmed their independent status.

MANAGEMENT RESPONSE TO OBSERVATION IN AUDITORS REPORT:

1. Company is not having any income from operations during the year as well as in the previous year Hence, these event or conditions indicate that a is material uncertainty exists that may cause significant doubt in the companys ability to continue as a going concern. However the standalone financial of the company have been prepared on a going concern basis.

Response: Company business was lacking due to the ill health of two directors. The two directors passed away on 17-07-2019 & 28-12-2020 respectively. Then due to uncertainty of C0V1D the company was not sure of the future. Now the company /directors feels the situation has improved and directors of the company are of view that they are now well equipped to run the company.

2, Company Suspended due to penal reason from BSE.

Response: Company was suspended on BSE website due to non-reporting on BSE. Post covid, Company Secretary was appointed for completion of pending compliance but soon after suspension notice she resigned and again compliance was left unattended.

Now company has attended personal hearing with BSE Delisting Committee to understand pro and cons of revocation and delisting and will take further action based on that

3. Non- Appointment of Company Secretary

Response: As company operations where down due to which company was unable to appoint company Secretary. Now considering the financials, company is in a process of searching suitable candidate for the post

4. Composition of board of directors

Response: Since companys business was down due to which new directors were not appointed. Post covid, business started to improve and company after personal hearing company has positively started searching for candidate and having optium combination of board.

The notes of the financial statements referred to in the Auditors Report issued by M/s. Agrawal Jain & Gupta, Chartered Accountants, Mumbai for the financial year ended on 31^st March, 2023 are self-explanatory and do not call for any further comments.

b. INTERNATL AUDITORS

For the financial year 2022-23, the Company in the Board Meeting appointed J S Bhatia & Co., (Firm Registration No. 118806W) Chartered Accountants, as an Internal Auditors of the Company for the financial year 2022-23 and the report of Internal Auditor issued and the same has been reviewed by audit and Board.

c. SECRETARIAT, AUDITOR

Pursuant to provision of section 204 of the Companies Act, 2013 and rules made thereunder, the board has appointed M/s Yogesh D. Dabholkar& Co., Practicing Company Secretaries (C.P. No. 6752) to undertake the Secretarial Audit of the Company for the year ended March 31, 2023. The Secretarial Audit Report is annexed as Annexure III and forms an integral part of this Report.

d. COST AUDITORS:

The Central Government of India has not specified the maintenance of Cost Records under Section 148(1) of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014.

d. INTERNAL CONTROL SYSTEMS:

The Company does not have adequate system of internal financial control procedures. Company has not procedural manuals for safeguarding all assets, transactions etc no records are maintained.

18. MAINTENANCE OF COST RECORDS AS SPECIFIED BY THE CENTRAL GOVERNMENT UNDER SUB SECTION fll OF SECTION 148 OF THE COMPANIES ACT. 2013 AND STATUS OF THE SAME:

The provisions regarding maintenance of cost records as specified by the Central Government under Sub Section (1) of Section 148 of the Companies Act, 2013 are not applicable to the Company.

19. niSCl.OSURE UNDER SECTION 197M 21 OF THE COMPANIES ACT. 2013 AND OTHER DISCLOSURES AS PER RULE 5 OF THE COMPANIES (APPOINTMENT &REMUNERATION OF MANAGERIAL PERSONNEL RULES. 2014:

The Company does not have any Key Managerial Personnel or employee, receiving remuneration of? 8,50,000/- per month or ? 1,02,00,000/- per annum and therefore no particulars are required to be furnished under section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment an Remuneration of Managerial Personnel) Rules, 2014.

20. CORPORATE GOVERNANCE

As per amended provisions of Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, provisions of corporate governance are not applicable to listed Companies having paid up capital not exceeding ? 10 crore and net worth not exceeding ? 25 crore as on the last date of the previous year. Paid up capital and net worth of the Company not exceeding the prescribed limit in previous year, hence, provisions of Corporate Governance are not applicable to the Company.

21. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUBREGULATION (121 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT.

There is no instance of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the Boards report

22. COMPLIANCE WITH SECRETARIAL STANDARDS:

The Company has not compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

23. EXTRACT OF ANNUAL RETURN:

Pursuant to the amendment to the Companies (Management & Administration) Rules, 2014 vide notification dated 28^thAugust, 2020 by Ministry of Corporate Affairs ("MCA") that every company shall place a copy of the annual return on the website of the company, if any, and the web-link of such annual return shall be disclosed in the Boards report

Your Company does not has its own Website. MGT 9 is attached as Annexure IV.

24. BUSINESS RESPONSIBILITY REPORT

As per the provisions of Regulation 34 (2) of the SEBI Listing Regulations, as amended, the Annual Report of the top 1000 listed entities based on market capitalization shall include a Business Responsibility Report (BRR), thus the Business Responsibility Report is not applicable to us.

25. CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING:

The Company has not adopted amended "Code of Conduct for Prevention of Insider Trading and Fair Disclosure of Unpublished Price Sensitive Information" in View of SEBI (Prohibition of Insider Trading) [Amendment] Regulation, 2018 and subsequent amendment to SEBI (PIT) Regulation and inter alia defines policy to determine "Legitimate Purpose". However, Company has chart out names of designated personal along with all person covered under PIT regulations.

26. CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OURGO:

The particulars as required under the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rule in respect of conservation of energy and technology absorption have not been furnished considering the nature of activities undertaken by the Company during the year under review.

A) Conservation of Energy:

(i) the steps taken or impact on conservation of energy; N.A

(ii) the steps taken by the Company for utilizing alternate sources of energy; N.A.

(iii) the capital investment on energy conservation equipments; N.A

B) Technology Absorption:

(i) the efforts made towards technology absorption; N.A.

(ii) the benefits derived like product improvement, cost reduction, product

development or import substitution; N.A.

(iii) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year): N.A

a. the details of technology imported; 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 taken place, and the reasons thereof; N.A.

(iv) the expenditure incurred on Research and Development: N.A.

C) Foreign Exchange Earnings and Outgo:

The Details of foreign exchange earnings and outgo are as follows:

(i) Foreign Exchange Earning: ^ Nil

(ii) Foreign Exchange Outgo: ? Nil

27. PARTICULARS OF CONTRACTS OR ARRNGEMENT WITH RELATED PAR1TES:

All related party transactions that were entered into by tbe Company during tbe financial year were in the ordinary course of business and on an arms length basis. None of tbe related party transactions entered into by tbe Company were material transactions.

Details of related party transactions entered into by tbe Company during tbe financial year are provided in Note 24 to the Financial Statements.

28. CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCY AND BANKRUPTCY CODE. 2016 (IBC1

No such process initiated during the period under review under the Insolvency and Bankruptcy Code, 2016 (IBC).

29. DETAILS OF ONE TIME SETTLEMENT

The company did not avail any such onetime settlement during the financial year, therefore disclosure of the 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.

30. LISTING

The Equity Shares of the Company are suspended from Bombay Stock Exchange Limited. The Company has not listing fees for the year 2022-23.

31. ACKNOLEDGMENTS AND APPRECIATION

Your Directors take this opportunity to thank the customer shareholders, suppliers, bankers, business partners/associates, financial institutions and Central and State Governments for their consistent support and encouragement to the Company.

In addition, your Directors also place on record their sincere appreciation of the commitment and hard work put in by the Registrar & Share Transfer Agent, all the suppliers, sub contractors, consultants, clients and employees of the Company.

FOR AND ON BEHALF OF THE BOARD

Sd/-	Sd/-
MOHINIT. HINGORANI	KAWALJIT SINGH CHAWLA
DIRECTOR	DIRECTOR
DIN: 07345299	DIN:00222203
Date: 1st September, 2023
Place: Mumbai