Jet Knitwears Ltd Directors Report.


The Members of


Your Directors have pleasure in presenting their 23rdAnnual Report on the business and operations of the Company and the Audited Financial Statements for the Financial Year ended March 31, 2019.


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

(Rs In Lakhs)

Particulars 2018-19 2017-18
Total Revenue 4733.50 4306.75
Earning before Finance Costs, Depreciation and amortization Expenses and Taxes 367.43 323.74
Less: Finance Cost 109.59 99.45
Less: Depreciation & Amortization Expenses 57.17 62.05
Profit/ Loss before Tax 200.67 162.24
Less: Tax Expense (including deferred tax and tax adjustment of earlier years) 55.33 42.22
Profit After Tax 145.34 120.02
Add: Balance of profit brought forward 392.72 272.69
Less: Appropriations - -
Transfer to General Reserve - -
Income Tax Adjustment (Net) - -
Balance at end of the Year 538.07 392.72


The financial year 2018-19 has been successful year for your Company. The major highlights pertaining to the business of the Company for the year 2018-19 are given below:

• The total Revenue from operations of the Company during the financial year 2018-19 was Rs 4732.85Lakhs against the revenue from operations of Rs 4304.59 Lakhs in the previous financial year 2017-18 and thus showing a marginal growth of 9.95%.

• The Profit before tax is Rs 200.67Lakhs as compared to Rs 162.24 Lakhs for the previous year and thereby showing the growth of abouRs 23.69%.

• The EBITDA increased to Rs 367.43 Lakhs from Rs 323.74 Lakhs in the previous year and thus showing growth of abouRs 13.49%.

• The Profit after tax is Rs 145.35 Lakhs as compared to Rs 120.02 Lakhs for the previous year and thereby showing the growth of abouRs 21.10%.

• The Earning per Share has also shot up to Rs 3.30as against Rs 2.89 in the Previous Year.


This Year Company has adopt the strategy of market penetration by which we have launched our new Brand "LYCOT AUSTRALIA" Jeans which seeks to have a mass appeal by providing exclusive jeans at very minimal price points. This will help in setting new benchmark in the market and adding more customer base.


Company does not have any Subsidiary / AssociateCompany. There were no Joint Ventures entered into by the Companyduring the financial year 2018-19.


In view of the planned business growth, your Directors deem it proper to preserve the resources of the Company for promoting its business activities and therefore, do not propose any dividend for the Financial Year ended March 31, 2019.


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.


During the year under review, your Companys Authorised Share Capital remained unchanged at Rs 65 Crore (Rupees Sixty Five Crore Only) comprising 6,50,00,000 Equity Shares of Rs 10 each. The Paid Up Equity Capital as at March 31, 2019 remained at Rs 44072000.


Following persons are the Key Managerial Personnelof the Company as on March 31, 2019, pursuant toSection 2(51) and Section 203 of the Act, read with theRules framed thereunder:

i) Mr. Balram Kumar Narula - Managing Director

ii) Mr. Anil Kumar Narula - Whole-Time Director

iii) Mr. Rakesh Kumar Narula- Whole-Time Director

iv) Mr. Ankur Narula - Chief Financial Officer

v) Ms. Divya Saxena - Company Secretary andCompliance Officer

Retirement by Rotation:

In accordance with the provisions of Section 152 of the Companies Act, 2013 read with Rules made thereunder, Mr. Anil Kumar Narula (DIN No: 00274462), Whole Time 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.

Independent Directors Declaration:

Pursuant to the provisions of Section 149 of the Act, Mr. Ramesh Chandra, Mr. Ashok Chandra Bajpai, and Mrs. Dinesh Parashar are Independent Directors of the Company. They have submitted adeclaration that each of them meet the criteria ofindependence as provided in Section 149(6) of the Actand Regulation 16(1)(b) of SEBI (Listing Obligationsand Disclosure Requirements) Regulations, 2015("SEBI Listing Regulations"). There has been nochange in the circumstances affecting their status asan Independent Director during the year.

Based on the declaration(s) of Independent Directors, the Board of Directors recorded their opinion that allthe Independent Directors are independent of themanagement and have fulfilled the conditions asspecified in the Companies Act, 2013 and Rules madethere under as well as concerning provisions of SEBI(LODR) Regulations, 2015.


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. The manner in which the evaluation has been carried out has been explained in Nomination & Remuneration Policy. Further, the Independent Directors of the Company met once during the year on February 27, 2019 to review the performance of the Executive Directors of the Company and performance of the Board as a whole.

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 and Committees and board as a whole. The policy is available on the website of the Company


The Company has a Policy relating to appointmentof Directors, payment of Managerial Remuneration,Directors qualification, positive attributes,independence of Directors and other related matters asprovided under Section 178(3) of the Companies Act,2013 and Regulation 19 of SEBI (Listing Obligationsand Disclosure Requirements), Regulations, 2015 and is available on the Companys Website (


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 Committeeof the Companyhas been entrusted with responsibility to assist the Board in (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.


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 (


The Company has not given any Loans or Guarantees covered under the provisions of Section186 of the Companies Act, 2013.The details of the investments made by the Companyis stated in the notes to audited financial statements.


The Board has adopted policies and procedures for governance of orderly and efficient conduct of its business, including adherence to the Companys policies, safeguarding its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable financial disclosures. The Companys internal control systems commensurate with the nature of its business, the size and complexity of its operations.


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.


Managements Discussion and Analysis Report for theyear under review, as stipulated under the Securitiesand Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations, 2015 ("ListingRegulations"), is presented in a separate section,forming part of the Annual Report.


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, 2019 was 50 (March 31, 2018 was 59). Your Company wishes to put on record its deep appreciation of the co-operation extended and efforts made by all employees.


The provisions of section 135 of the Companies AcRs 2013 were not been applicable on the Company, hence your Company was not required to constitute CSR Committee or to formulate CSR Policy in this regard. However, your Company keeps on contributing on voluntarily basis towards the social welfare schemes of social organizations including donation for providing free Homeopathic Medicines to the poor and needy patients.


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-Ito this Report.


There have been no material changes and commitments affecting the financial position of the Company between the end of the financial year and date of this report. There has been no change in the nature of business of the Company.


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, M/s. Rajiv Mehrotra & Associates, Chartered Accountants, (FRN: 002253C) Kanpur, was appointed as the Statutory Auditors of the Company in the Annual General Meeting held on 29.09.2017 to hold office till the conclusion of the 26th Annual General Meeting to be held for the financial year ended as on 31stMarch 2022in accordance with the provisions of the Companies Act, 2013. As per the Companies (Amendment) Act, 2017, the terms of ratification of appointment and remuneration of the Auditor by the members at every Annual General Meeting had been omitted. Hence, the ratification of appointment and remuneration of the Auditor by the members at every Annual General Meeting shall no more be required.

Audit Report

The notes on financial statement referred to in the auditors report are self-explanatory. There are no qualification, reservation or adverse remarks or disclaimer made by the auditors in their report and do not call for any further explanation/comment from the board. No frauds are reported by the Auditors which fall under the purview of sub section (12)of Section 143 of the Companies AcRs 2013.

The Auditors Report for the financial year 2018-19 does not contain any qualification, reservation or adverse remark.

Internal Auditor

M/s SPK & Co. Chartered Accountants, a reputed firm of Chartered Accountants, is the Internal Auditors of the Company. The Audit Committee of the Board of Directors in consultation with the Internal Auditor formulates the scope,functioning, periodicity and methodology for conducting the internal audit.

Secretarial Auditor

The Board had appointed Mr. Gopesh Sahu, Practicing Company Secretary, Proprietor of CS Gopesh Sahu, Practicing Company Secretaries, Membership No. 7100 and C.P. No. 7800 to undertake the Secretarial Audit of the Company for the year ended March 31, 2019.

The Secretarial Audit Report for the financial year ended March 31, 2019 annexed herewith is marked as Annexure II to this Report. The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer.

Cost Audit

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


During the year, the Company had introduced a new segment in their clothing business by launching Jeans under new Brand "LYCOT AUSTRALIA". However, there is no change in the nature of business of the Company.


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:

Conservation of Energy

S.No Particulars Details
1. The steps taken or impact on conservation of energy a) The Company uses indigenous winch machines for processing hosiery cloth which uses lower horse power as 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 installed 60 KW solar units which completely eliminate the consumption of electricity from the grid and your Company is in the course of assessing more efficient alternate source of energy suitable for our business operation.
3. The capital investment on energy conservation equipments 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.
3. In case of imported technology (imported during the last three years reckoned from the beginning of the financial year): - The Company has not imported any during the last three years reckoned form the beginning of the financial year.
a) The details of technology imported: N.A
b) The year of import N.A
c) Whether the technology been fully absorbed N.A
d) If not fully absorbed areas where absorption has not been taken place and the reasons thereof N.A
4 The expenditure incurred on Research and Development. During the year under review the Company has not incurred any material amount of expenditure on research and development activity in Company

Foreign exchange earnings and outgo

During the financial year 2018-19 under review, the foreign exchange earnings and outgo is NIL.


As required under section 92 (3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Managementand Administration) Rules, 2014, an extract of AnnualReturn in MGRS 9 forms a part of this Annual Report as ‘ANNEXURE IIIRs and is also available on the Companys Website under ‘Investor DeskRs Column.


The Board of Directors of the Company has an optimum composition of Executive and Non-Executive Independent Directors in compliance with the provisions of Companies Act, 2013 and SEBI (LODR) Regulations, 2015. As on March 31, 2019, Board of Directors comprise of 6 Directors out of which 3 are Executive Directors and 3 are Non Executive Independent Directors including 1 Woman Director.

The numbers of Independent Directors are 3 which are in compliance with the stipulated one half of the total numberof Directors. All Independent Directors are persons of eminence and bring a wide range of expertise and experience tothe Board thereby ensuring the best interest of stakeholders and the Company. Every Independent Director at the firstmeeting of the Board in which he/she participate as a Director and thereafter at the first meeting of the Board in everyfinancial year gives a declaration that he/she meets the criteria of Independence as prescribed under sub-section (6) ofSection 149 of the Companies Act, 2013 and Regulation 25 of SEBI (LODR) Regulations, 2015.

The Board of Directors meRs 8 times during the financial year 2018-19.The meetings were held on April 17, 2018, May 07, 2018, May 30,2018, July 25, 2018,AugusRs 27, 2018, October 05, 2018, November 14, 2018 and March 12, 2019. The maximum time gap between any two consecutivemeetings did not exceed one hundred and twenty days.

The following table gives the composition and category of the Directors on the Board, their attendance at the BoardMeetings during the year and the last Annual General Meeting, and also the number of Directorships and CommitteeMemberships / Chairmanships held by them in other Companies:

Name of Directors Category/Designation Meetings held during the year Meetings Attended Attendance at the last AGM held On

Number of Directorships and Committee Memberships/Chairmanship s

September 27, 2018 Other Director ships (*) Commi ttee Membe rships (*) Comm ittee Chair mansh ips (*)
Mr. Balram Kumar Narula Promoter/ Managing Director 8 8 Yes - - -
Mr. Anil Kumar Narula Promoter/ Whole Time Director 8 3 Yes - - -
Mr. Rakesh Kumar Narula Promoter/ Whole Time Director 8 8 Yes - - -
Mr. Ashok Chandra Bajpai Non Executive Independent Director 8 6 No - - -
Mr. Ramesh Chandra Non Executive Independent Director 8 8 Yes - - -
Mrs. Dinesh Parashar Non Executive/Women Director 8 5 No - - -


1. For the purpose of the above, Directorship in other Public Limited Companies is only considered.

2.In accordance with Regulation 26 of the SEBI (LODR) Regulations, Membership(s)/ Chairmanship(s) of only AuditCommittee and Stakeholder Relationship Committees in all Public Limited Companies (excluding Jet Knitwears Limited) have been considered.


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

Audit Committee

Audit Committee of the Board of Directors of the Company has an optimum composition of Executive, Non Executive Independent Director as required under Section 177 of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015.

During the Financial Year, Members of Audit Committee meRs 5 times. Audit Committee Meetings held on April 17, 2018, May 30, 2018, AugusRs 27, 2018, November 14, 2018 and March 12, 2019. The Committee reviewed the Related Party Transactions, Statement of Deviation and Variation, Half Yearly and Annual Financial Statements before submission to the Board. The compositionof Audit Committee as on March 31, 2019 and the details of Members attendance at the meetings of the Committeeare as under:

Chairman and Members Category Meetings held during the year Meetings attended
Mr. Ramesh Chandra Chairman 05 05
Mr. Balram Kumar Narula Member 05 05
Mrs. Dinesh Parashar Member 05 05

Nomination and Remuneration Committee

The Nomination and Remuneration Committee acts in accordance with the prescribed provisions of Section 178 of the Companies Act, 2013 read with Regulations of SEBI (LODR) Regulations, 2015.

The members of Nomination and Remuneration Committee meRs 1 times during the year on October 05, 2018.The compositionof Nomination and Remuneration Committee as on March 31, 2019 and the details of Members attendance at the meetings of the Committee are as under:

Chairman and Members Category Meetings held during the year Meetings attended
Mr. Ramesh Chandra Chairman 01 01
Mr. Ashok Chandra Bajpai Member 01 01
Mrs. Dinesh Parashar Member 01 01

Shareholders/Investors Grievance Committee

The Shareholders/InvestorsRs Grievance Committee acts in accordance with the prescribed provisions of Section 178 of the Companies Act, 2013 read with Regulation of SEBI (LODR) Regulations, 2015.

The Committee shall consider and resolve the grievances of the security holders of the Company includingcomplaints related to transfer of shares, non-receipt of Annual Report (if any).

During the Financial year ended as on March 31, 2019, Five (5) Shareholders/InvestorsRs Grievance Committee Meetings were held on April 17, 2018, May 07, 2018, July 25, 2018, November 14, 2018,and March 12, 2019. The compositionof the Shareholders/InvestorsRs Grievance Committeeas on March 31, 2019 and the details of Members attendanceat the meetings of the Committee are as under:

Chairman and Members Category Meetings held during the year Meetings attended
Mr. Ashok Chandra Bajpai Chairman 5 5
Mr. Rakesh Kumar Narula Member 5 5
Mrs. Dinesh Parashar Member 5 5

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 Meetings specified under the provisions of the Companies Act, 2013 and SEBI(LoDr) Regulations, 2015.

The committee is constituted to take decisions pertaining to day to day business activities of the Company more promptly and to take all the decisions for which board meeting is not specifically required to be conducted as per the provisions of Section 179 of the Companies AcRs 2013, or other provisions, if any, rules made there under, subject to any amendment, re-enactment or modification thereof.During the Financial Year ended as on March 31, 2019, Two (2) Meetings of Committee of Directors were held on December 24, 2018 and March 27, 2019. The composition of the Committee of Directors as on March 31, 2019 and the details of Members attendance at the meeting of the Committee are as under:

Chairman and Members Category Meetings held during the year Meetings attended
Mr. Balram Kumar Narula Chairman 2 2
Mr. Rakesh Kumar Narula Member 2 2
Mr. Ramesh Chandra Member 2 2


All contracts/ arrangements/ transactions entered by the Company during the FY 2018-19 with related parties were on anarms 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 shareholdersRs 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 partytransactions and dealing with related parties as approvedby the Board has been posted on the companys website


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 2018-19.


Pursuant to the requirement under section 134(3)(c)of the Companies Act, 2013 with respect to

DirectorsRs 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, 2019and of the profit and loss of the company for that period ended on 31st March 2019;

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 havebeen 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.


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

Platform are as under:

Month High (in Rs) Low (in Rs)
AprilRs 2018 110.00 91.25
MayRs 2018 101.00 74.00
JuneRs 2018 71.50 64.65
JulyRs 2018 75.60 68.10
AugustRs 2018 75.00 67.85
SeptemberRs 2018 67.75 64.40
OctoberRs 2018 65.00 53.00
NovemberRs 2018 52.50 50.00
DecemberRs 2018 60.65 53.20
JanuaryRs 2019 50.55 48.05
FebruaryRs 2019 52.90 47.80
MarchRs 2019 55.00 41.50


Your Company is committed to maintain good Corporate Governance practices and is committed to the highest standards of compliance. Pursuant to the Regulations 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) 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.

Therefore, the Corporate Governance Report is not applicable to the Company.


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


Your Directors state that no disclosure or reporting isrequired in respect of the following items as there wereno transactions on these items during the year underreview.

a) Details relating to deposits covered underChapter V of the Companies AcRs 2013.

b) Issue of equity shares with differential right as todividend, voting or otherwise.

c) Issue of shares (including sweat equity shares) toemployees of the Company under any schemesave and except EmployeesRs Stock Options Planreferred to in this Report.

d) No significant or material orders were passedby the Regulators or Courts or tribunals whichimpact the going concern status and Companysoperation in future.

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


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

For and on behalf of the Board

(Balram Kumar Narula) (Rakesh Kumar Narula)
Managing Director Whole Time Director
Place: Kanpur DIN: 00274566 DIN: 00274483