technojet consultants ltd Directors report

Your Directors present the Forty First (41^st) Boards Report on the business and operations of the Company along with the Audited Financial Statements for the Financial Year ("FY") ended 31^st March, 2023.

1. FINANCIAL RESULTS:

(Rs. In Lakhs)

Particular	For the year ended 31st March, 2023	For the year ended 31st March, 2022
(Loss) / Profit before taxation	(5.02)	(5.14)
Less: Tax Expense
Current tax	-	-
Deferred Tax	-	-
Income tax of prior years	(0.01)	0.23
(Loss) / Profit after taxation	(5.01)	(5.37)
Add: Balance brought forward from earlier year	44.84	50.21
Balance carried to Balance Sheet	39.83	44.84

During the year under review, the Company has made Loss after tax of 5.01 (In Lakhs) as against the Loss of 5.37 (In Lakhs) in the previous year.

ACCOUNTING TREATMENT IN PREPARATION OF FINANCIAL STATEMENTS

The Financial Statements have been prepared in accordance with Indian Accounting Standards (Ind AS) as per the Companies (Indian Accounting Standards) Rules, 2015 notified under Section 133 and other relevant provisions of the Companies Act, 2013.

2. DIVIDEND:

Considering the loss incurred in the current financial year and keeping in view the future fund requirements of the Company your Directors have not recommended any dividend for the Financial Year.

3. TRANSFER TO RESERVE:

The Company has not proposed to transfer any amount to the General Reserve.

4. OPERATIONS:

The Company has rented its factory premises located at Valsad, Gujarat. The lease tenor was till 05^th May, 2021 and the same has been terminated.

5. HOLDING AND SUBSIDIARIES:

The Company does not have any holding, subsidiary, joint venture or associate Companies.

6. DEPOSITS:

The Company has not accepted any deposits from the public in the Financial Year 2022-2023.

7. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

In view of the nature of activities which are being carried out by your Company, the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, pertaining to the conservation of energy and technology absorption, are not applicable to the Company.

There were no Foreign Exchange earnings or outgo during the period.

8. RELATED PARTY TRANSACTIONS:

As a part of its philosophy of adhering to highest ethical standards, transparency and accountability, your Company has historically adopted the practice of undertaking related party transactions only in the ordinary and normal course of business and at arms length.

During the year, all transactions entered into with the related parties as defined under the Companies Act, 2013 were in the ordinary course of business and on arms length basis and do not attract the provisions of Section 188 of the Companies Act, 2013. There were no materially significant transactions with the related parties during the financial year. Also, suitable disclosure as required by the Indian Accounting Standards (Ind AS 24) has been made in the notes to Financial Statements, which forms a part of the Annual Report.

POLICY ON RELATED PARTY TRANSACTIONS

As per Regulation 15 of SEBI (LODR) Regulations, 2015, Company is exempted from complying with Regulation 23 of SEBI (LODR) Regulations, 2015 and hence preparing a Policy on Related Party Transactions is not applicable to the Company.

During the year under review, the Company did not enter into any contract / arrangement / transaction with related parties which could be considered material in accordance with the related party transactions. The related party transaction is disclosed under Note No. 27 of the Notes to the Financial Statements for the year 2022-2023.

9. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

During the year under review, the Company has no outstanding Loans, Guarantees or Investments pursuant to Section 186 of the Companies Act, 2013.

10. ANNUAL RETURN:

The MCA vide the Companies (Management and Administration) Amendment Rules, 2021 dated March 05, 2021 substituted Rule 12 of the Rules as "A copy of the annual return shall be filed with the Registrar with such fees as may be specified for this purpose ".With the said amendment, the MCA has done away with the requirement of attaching the extract of the annual return in Form No. MGT 9 with the Boards Report even for those companies which do not have websites, thereby simplifying the format of the Boards Report. Companies which are having websites are required to place the copy of their annual return in e-form MGT-7 on the website of the Company.

Pursuant to the said amendment the copy of the annual return in e-form MGT-7 is uploaded on the website of the Company i.e www.technojet.in

11. DIRECTORS AND KEY MANGERIAL PERSONNEL:

Pursuant to the provisions of Section 149 of the Act, the Independent Directors have submitted declarations that each of them meet the criteria of independence as provided in Section 149(6) of the Act along with Rules framed thereunder and Regulation 16(1)(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015

("SEBI Listing Regulations"). There has been no change in the circumstances affecting their status as Independent Directors of the Company.

During the year under review, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company.

Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company as on 31^st March, 2023 are Mr. Nikhil Kadekar, Company Secretary and Chief Financial Officer and Mr. Vipul Panchal, Manager.

The Company has received declarations from all the Directors of the Company confirming that they are not disqualified under Section 164(2) of the Companies Act, 2013 from being appointed as the Directors of the Company and have also affirmed compliance with the Wadia Code of Ethics and Business Principles as required under Regulation 26(3) of SEBI (LODR) Regulations, 2015.

12. DIRECTOR RETIRING BY ROTATION

The Chairman briefed the Board that pursuant to the provisions of Section 152 and all other applicable provisions, if any, of the Companies Act, 2013 and the rules made thereunder, not less than one-third of the total number of Directors of a Public Company were liable to retire by rotation at every Annual General Meeting of the Company. Such retiring Director would be eligible for re-appointment only subject to approval of the members of the Company in the ensuing General Meeting.

In accordance with the applicable provisions of the Companies Act, 2013, Mrs.B. A. Pardiwalla (DIN: 06721889), a Non Executive Director on the Board of the Company, retires by rotation and being eligible to offers herself for re-appointment. Necessary information for the reappointment of Mrs.B. A. Pardiwalla has been provided in "Annexure I" of the Notice convening the ensuing Annual General Meeting. During the year, the Non Executive Director of the Company had no pecuniary relationship or transactions with the Company.

13. MEETING OF THE BOARD OF DIRECTORS

During the year under review, total Five (5) Board Meetings were held on 19^th May ,2022, 27^th July, 2022, 11^th November, 2022, 5^th December, 2022 & 10^th February, 2023 respectively. The Company has adhered to the timeline of gap required to be maintained between each of the Board meetings as prescribed under the Companies Act, 2013.

14. BOARD EVALUATION

Pursuant to the provisions of the Act and Regulation 17 of Listing Regulations, the Board has carried out an annual performance valuation of its own performance and that of its statutory committees viz. Audit Committee, Nomination and Remuneration Committee, and that of the individual Directors.

The evaluation framework for assessing the performance of Directors comprises of various key areas such as attendance at the Board and the Committee Meetings, quality of contribution, strategic insights or inputs regarding future growth of the Company and its performance, ability to challenge views in a constructive manner, knowledge acquired with regard to the Companys business/activities, understanding of industry and global trends, etc.

The performance evaluation of the Independent Directors was carried out by the entire Board excluding the Director being evaluated. The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Directors. Qualitative comments and suggestions of Directors were taken into consideration by the Chairman of the Board and the Chairman of the Nomination and Remuneration Committee. The Directors have expressed their satisfaction with the evaluation process.

The Board reviewed the performance of each of the Directors of the Company and expressed its satisfaction on the same.

15. Independent Directors Meeting

During the year under review, the Independent Directors met on 10^th February, 2023, inter alia, to discuss: ? Evaluation of the performance of the Board as a whole; ? Evaluation of performance of the Non-Independent Non-Executive Directors and Chairman of the Board; ? To assess the quality, quantity and timelines of the flow of information between the Company and the Board that is necessary for the Board to effectively and reasonably perform their duties.

All the Independent Directors were present at the meeting.

16. AUDIT COMMITTEE:

The Audit Committee is constituted by the Board of Directors of the Company in accordance with the provisions of Section 177 of the Companies Act, 2013 read with Regulation 18 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Members of the Audit Committee are financially literate and have requisite accounting and financial management expertise.

Mr. Sanjive Arora, Mr. N.H. Datanwala, Independent Directors and one Non Independent Director Mr. S. Raja are the members of the Committee respectively .

During the year under review, total Four (4) Audit Committee Meetings were held on 19^th May ,2022, 27^th July, 2022, 11^th November, 2022 and 10^th February, 2023 respectively.

The Board has adopted an Audit Committee Charter, for its functioning. The Audit Committee

Charter has been uploaded on the companys website i.e. www.technojet.in

17. NOMINATION AND REMUNERATION COMMITTEE:

The Company has constituted a Nomination and Remuneration Committee (NRC) in conformity with the provisions of Section 178 of the Companies Act, 2013 read with Regulation 18 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Company has Nomination and Remuneration Policy which provides the criteria for determining qualifications, positive attributes, independence of a Director and policy relating to remuneration for Directors, Key Managerial Personnel and other employees in accordance with the provisions of Section 178 of the Companies Act, 2013. The Nomination and Remuneration

Policy of the Company is hosted on the Companys Website at: www.technojet.in

Mr. Sanjive Arora, Mr. N. H. Datanwala, Independent Directors and one Non Independent Director Mr. J. C. Bham are the members of the Committee respectively. During the year under review, the Committee met twice on 5^th December, 2022 & 10^th February, 2023.

? Setup and composition of the Board and its committees.

? Evaluation of performance of the Board, its committees and Individual Directors. ? Remuneration for Directors, KMP and other employees.

The Board has adopted, on recommendation of the Nomination and Remuneration Committee, a policy for selection and appointment of Directors, Senior Management and their remuneration. The Nomination & Remuneration Charter has been posted on the website of the Company at www.technojet.in

18. VIGIL MECHANISM 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, established Vigil Mechanism Policy-Whistle Blower 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, incorrect or misrepresentation of any financial statements and/or reports, etc. The employees of the Company have the right to report their concern or grievance to the Chairman of the Audit Committee. The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations. The Whistle

Blower Policy is hosted on the Companys website at: www.technojet.in

19. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge, confirms that:

1) In the preparation of the Annual Accounts, the applicable accounting standards have been followed and there are no material departures;

2) They have selected such accounting policies 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 at the end of the financial year and loss for that period;

3) They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4) They have prepared the Annual Accounts on a going concern basis; and

5) They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

6) They have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively.

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors and the reviews performed by Management and the relevant Board Committees, including the

Audit Committee, the Board is of the opinion that the Companys internal financial controls were adequate and effective during the financial year 2022-2023.

20. PARTICULARS OF EMPLOYEES:

Details of remuneration of Directors, KMPs and employees as per Section 197 of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration

of Managerial Personnel) Rules, 2014, forms part of Report as "Annexure A".

However as per the provisions of Section 136 of the Companies Act, 2013, the Annual Report is being sent to the Members and others entitled thereto, excluding the information on employees remuneration particulars as required under Rule 5(2) & (3) of the Companies

(Appointment and Remuneration of Managerial Personnel) Rules, 2014. The disclosure is available for inspection by the Members at the Registered Office of the Company during business hours on all working days of the Company up to the date of the ensuing Annual General Meeting. Any Member interested in obtaining a copy thereof may write to them an e-mail to technojetconsultantslinmited@gmail.com

21. AUDITORS AND REPORTS:

The matters related to Auditors and their reports are as under:

Statutory Auditors

Pursuant to Section 139 of the Companies Act, 2013 and Rules made thereunder, appointed M/s. Kalyaniwalla & Mistry, Chartered Accountants, Mumbai, (ICAI Registration No. 104607W) as the statutory Auditor of the Company for the second term for a period of five years commencing from the 38^th Annual General Meeting (AGM) until the conclusion of the 43^rd AGM at a remuneration determined by the Board of Directors of the Company as per the recommendation of the Audit Committee.

The Report given by the M/s. Kalyaniwalla & Mistry LLP, Chartered Accountants on the Financial Statement of the Company for F.Y 2022 23 forms part of the Annual Report.

Observations of Statutory Auditors on Accounts For The Year Ended 31st March 2023

The Auditors Report for the financial year ended 31^st March 2023 does not contain any qualification, reservation or adverse remark and therefore, does not call for any further explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. Parikh & Associates, Company Secretaries in Practice, to undertake the Secretarial Audit of the Company. The Report of the Secretarial Auditor is annexed herewith as

" Annexure B".

The said reports do not contain any observation or qualification requiring explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.

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

Internal Auditors

The Internal Auditor of the Company - M/s. Sandip Shah & Co., Chartered Accountants (Registration No. 133680W), have conducted the internal audit of the Company for the F.Y. 2022-2023. The reports and findings of the Internal Auditor are periodically reviewed by the Audit Committee.

Fraud Reporting

During the year under review, there were no instances of fraud falling within the purview of Section 143 (12) of the Companies Act, 2013 and rules made thereunder, by officers or

employees reported by the Statutory Auditors of the Company during the course of the audit conducted.

22. SIGNIFICANT OR MATERIAL ORDERS PASSED BY THE REGULATORS OR

COURTS OR TRIBUNALS:

There have been no significant and material orders passed by the regulators, courts and tribunals impacting the going concern status and the Companys operations in future.

23. MATERIAL CHANGES:

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year of the Company to which this financial statement relates up to the date of this report.

24. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

Internal Audit plays a key role in providing assurance to the Board of Directors with respect to the Company having adequate Internal Financial Control Systems. The Company has adequate Internal Control System and processes in place with respect to its financial statements which provides reasonable assurance and reliability of financial reporting and preparation of Financial Statements.

The reports and findings of the internal auditor and the internal control system are reviewed periodically by the Audit Committee. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board.

25. RISK MANAGEMENT POLICY:

Risks are events, situations or circumstances which may lead to negative consequences on the

Companys businesses. Risk management is a structured approach to manage uncertainty. The Company has formulated a Risk Management Policy for dealing with different kinds of risks and risk mitigating measures to be adopted by the Board. The Company has adequate internal control systems and procedures to combat the risk. The Risk Management procedure will be reviewed by the Audit Committee and Board of Directors on time to time basis. The said Policy is available on the website of the Company at www.technojet.in

26. DISCLOSURES AS PER THE SEXUAL HARASSMENT OF WOMEN AT

WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder. The policy aims to provide protection to employees at the workplace and prevent and redress complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment, where employees feel secure.

The Company has not received any complaint of sexual harassment during the financial year 2022-2023. The policy for Sexual Harassment of Women at Workplace has been posted on the

Companys website i.e. www.technojet.in

27. CODE OF CONDUCT

The Board of Directors has adopted the Code of Ethics and Business Principles for Non-Executive Directors as also for the employees including Whole-Time Directors, Manager and other members of Senior Management. All members of the Board and senior management personnel have affirmed compliance with the Code. The said Code has been communicated to

all the Directors and members of the Senior Management. The Code has also been posted on the Company website on www.technojet.in

28. PREVENTION OF INSIDER TRADING CODE:

The Company has adopted a Code of Conduct to regulate, monitor and report trading by Designated Persons and code of practices and procedures for fair disclosures of unpublished price sensitive information ("Code") in terms of SEBI (Prohibition of Insider Trading) Regulations, 2015 and any statutory amendment (s)/ modification(s) thereof. In compliance with the SEBI (Prohibition of Insider Trading) (Amendment) Regulations, 2018, ("Amendment Regulations"), Company has amended the Code.

The Code is applicable to Directors, Employees, Designated Persons and other Connected Persons of the Company.

29. CORPORATE SOCIAL RESPONSIBILTY:

The provisions of Section 135 of the Companies Act, 2013 w.r.t Corporate Social Responsibility are not applicable to the Company.

30. CORPORATE GOVERNANCE:

Your Company continues to place greater emphasis on managing its affairs with diligence, transparency, responsibility and accountability and is committed to adopting and adhering to best Corporate Governance practices. The Board considers itself as a trustee of its shareholders and acknowledges its responsibilities towards them for creation and safeguarding their wealth. As a part of its growth strategy, it is committed to high levels of ethics and integrity in all its business dealings that avoid conflicts of interest. However, as per provisions of Regulation 15 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, providing a separate report on Corporate Governance under Regulation 34 read with Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is not applicable to the Company.

31. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Pursuant to Regulation 34(2) (e) management discussion & analysis report forms part of Directors Report. Statements in this Management Discussion & Analysis of Financial

Condition and Results of Operations of the Company describing the Companys objectives, expectations or predictions may be forward looking within the meaning of applicable securities laws and regulations. The financial statements are prepared on accrual basis of accounting, and in accordance with the provisions of the Companies Act, 2013 and the Indian Accounting Standards ("Ind AS"), as notified under the Companies (Indian Accounting Standards) (Amendment) Rules 2016 issued by Ministry of Corporate Affairs in respect of sections 133 of Companies Act 2013. The management of Technojet Consultants Limited has used estimates and judgments relating to the financial statements on a prudent and reasonable basis, in order that the financial statements reflect in a true and fair manner, for the year.

Risks & Concerns

Risk is inherent to business and the Company is no exception. The Company has adequate internal control systems & procedures to combat the risk. The Company has a detailed risk management policy in place. Apart, from that, rising inflation continues to be a major concern.

Internal Control Systems & Adequacy

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations.

M/s. Sandip Shah & Co. was the internal auditor of the Company for F.Y. 2022-2023. The Internal auditors monitor and evaluate the efficacy and adequacy of internal control systems in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Based on the internal audit, process owners undertake corrective action in the respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.

Key Financial Ratios

The comparison of key financial ratios are disclosed under note no. 32 of the notes to the financial statements for the year 2022-2023.

32. APPRECIATION:

The Directors express their appreciation to all the employees of the Company for their diligence and contribution of their performance. The Directors also record their appreciation for the support and co-operation received from agents, suppliers, bankers and all other stakeholders. Last but not the least, the Directors wish to thank all shareholders for their continued support.