To,
The Members,
Jetking Infotrain Limited
The Directors presenting the FORTY-FIRST ANNUAL REPORT on the business
and operations aLong with the Audited Financial Statements both Standalone and
Consolidated of the Company for the Financial Year ended 31st March 2025:
|
Standalone |
Consolidated |
| Particulars |
Current Year |
Previous Year |
Current Year |
Previous Year |
|
2024-25 |
2023-24 |
2024-25 |
2023-24 |
| Total Income |
2,816.24 |
2,094.45 |
2,816.24 |
2,094.45 |
| Employee Benefit Expenses |
1,129.91 |
1,171.45 |
1,129.91 |
1,171.45 |
| Other Expenses |
1,027.86 |
989.50 |
1,027.86 |
989.50 |
| Expenses before Finance Cost, Depreciation
and Amortisation |
2,171.25 |
2,160.95 |
2,171.25 |
2,160.95 |
| EBITDA |
644.99 |
(66.50) |
644.99 |
(66.50) |
| Finance Cost |
18.87 |
18.78 |
18.87 |
18.78 |
| Depreciation & Amortisation |
241.12 |
223.79 |
241.12 |
223.79 |
| Total Expenses |
2,431.24 |
2,403.52 |
2,431.24 |
2,403.52 |
| Profit Before Tax |
385.00 |
(309.07) |
357.86 |
(330.05) |
| Tax Including Deferred Tax |
42.31 |
0.19 |
42.31 |
0.19 |
| Profit After Tax |
342.69 |
(309.26) |
315.55 |
(330.24) |
PERFORMANCE REVIEW:
Standalone:
During the Financial Year under review, the Company earned a Total
Income of Rs. 2,816.24 Lakhs as against Rs. 2,094.45 Lakhs in the previous year and the
Net Profit after Tax of Rs. 342.69 Lakhs as against Net Loss after Tax Rs. (309.26) Lakhs
in the previous year.
Consolidated:
During the Financial. Year under review, the Company earned a Total.
Income of Rs. 2,816.24 Lakhs as against Rs. 2,094.45 Lakhs in the previous year and the
Net Profit after Tax of Rs 315.55 Lakhs as against Net Loss after Tax Rs. (330.24) Lakhs
in the previous year.
TRANSFER TO RESERVES:
Your Company has proposed not to transfer any amount to the reserve for
the Financial Year ended March 31, 2025.
DIVIDEND:
Despite the Company's growth during the year, the Director, as a
prudent economic measure and in order to conserve the scarce liquid resources of the
Company, do not recommend any dividend on the equity shares for the year under review.
CHANGES IN SHARE CAPITAL:
There are no changes in the Share Capital of the Company during
financial year 2024-25.
The paid-up equity share capital of the company as on 31st
March, 2025 is Rs.5,90,75,000/-.
DEPOSITS:
In terms of the provisions of Section 73 to 76 of the Companies Act,
2013 (the "Act") read with the relevant rules made thereunder, your Company has
not accepted any deposits from the public during the financial year under review.
NUMBER OF MEETINGS OF THE BOARD:
During the financial year ended 31st March 2025, 4 (four)
meetings were held on, 28th May, 2024, 06th August, 2024, 12th
November, 2024 and 10th February, 2025. The details of the attendance of the
Directors at the Board and Committee meetings are provided in the Corporate Governance
Report, which is a part of this report.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
The Loans, Guarantees and Investments made under the provisions of
Section 186 of the Companies Act, 2013 read with the Companies (Meetings of Board and its
Powers) Rules, 2014, as on March 31, 2025, if any, are set out in Note No: 7, 13 & 18
to the Standalone Financial Statements of the Company.
MATERIAL CHANGES AND COMMITMENTS IF ANY- AFFECTING
THE FINANCIAL POSITION:
There were no material changes or commitments, affecting the financial
position of the Company as on 31st March, 2025 and upto the date of this report
except for the following:
1. Addition of the main objects of the Company clause III (A) 5 vide
special resolution of members of the Company passed through Postal Ballot of the Company
held on 01.05.2025 as below:
"To engage in the business of holding, acquiring, buying, selling,
trading, staking, transferring, and dealing in virtual digital assets, including but not
limited to bitcoin, blockchain-based tokens, non-fungible tokens, and other digital assets
and to develop, deploy, and manage blockchain-based technologies, virtual digital assets,
decentralized finance (DeFi) platforms, and related services including but not limited to
consultancy, research, and advisory services in blockchain and virtual digital asset
management."
2. Allotment of 3,96,156 (Three Lakhs Ninety-Six Thousand One Hundred
and Fifty-Six) Equity Shares at an issue price of Rs. 154/- (Rupees One Hundred and
Fifty-Four Only) having face value Rs. 10/- (Rupees Ten Only) and at a premium of Rs.
144/- (Rupees One Hundred and Forty-Four Only) aggregate amounting to Rs. 6,10,08,024/-
(Rupees Six Crore Ten Lakh Eight Thousand and Twenty- Four Only) to the allottees on the
preferential and private placement basis for cash as approved by the Board of Directors of
the Company through resolution passed on May 23, 2025.
3. During the financial year, your Company has shifted its registered
office from 434, Floor 4, Bussa Udyog Bhavan, Tokersey Jivraj Road, Sewree (W), Mumbai,
Maharashtra, India - 400015 to Office No. 503, 5th Floor, Amore Commercial Premises Co-Op
Society Ltd., CTS No. Junction of 2nd & 4th Road, Khar (West), Mumbai - 400052
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
AH Related party transactions that were entered into during the year
were in the ordinary course of business and on an arm's length basis. The Audit Committee
of the Company has given its in-principal approval to different types of related party
transactions that are recurring in nature and in the ordinary course of business. As per
Indian Accounting Standard (Ind AS) 24 on 'Related Party Disclosures', the details of
related party transactions entered by the Company are included in the Notes to Accounts.
The Policy on Related Party Transactions has been published on the
Company's website under the 'Investors' section at https://www.ietking.com/ investors
Further, except for the following, none of other
contracts/arrangements/transactions with related parties could be considered material in
nature as per Regulation 23 of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015:
Due to a recent allotment of securities in Jetking Technologies Private
Limited ("JTPL"), an associate company of the Company, there has been a
consequential dilution in the Company's shareholding in JTPL. As a result of this
dilution, the Company's total stake in JTPL has fallen below the threshold of 20%, thereby
leading to the loss of significant influence over JTPL. Accordingly, JTPL no longer
qualifies as an associate company of the Company from 13.06.2025.
The disclosure in 'Form AOC 2'forms part of the report as AnneKure 1.
The Management has provided the Audit Committee with the relevant
details, as required under law, of the proposed RPT including material terms and basis
of pricing. The Audit Committee, after reviewing all necessary
information, had granted approval for entering the above-mentioned RPT.
RISK MANAGEMENT:
As per provisions of the Companies Act, 2013 and as part of good
Corporate Governance, the Company has laid down the procedures to inform the Board about
the risk assessment and minimization procedures and the Board shall be responsible for
framing, implementing and monitoring the risk management plans for the Company.
The main obiective is to ensure sustainable business growth with
stability and to promote a pro-active approach in reporting, evaluating and resolving
risks associated with the business.
The Company has periodically reviewed the various risks associated with
the business of the Company. Such review includes risk identification, evaluation and
mitigation of the risk.
ESTABLISHMENT OF VIGIL MECHANISM:
The Company has a Vigil Mechanism in place to enable the employees and
various other stakeholders to report serious concerns and matters to the Management.
Details of this mechanism are mentioned in the Corporate Governance Report and in the
Whistle Blower Policy published on the website of the Company under the 'Investors'
section at https://www.ietking.com/investors.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
Management Discussion and Analysis Report of the financial conditions,
future outlook and results of the operations of the Company for the financial year under
review, as stipulated under Regulation 34 (2) (e) of SEBI (LODR) Regulations, 2015 forming
part of the Annual Report.
SUBSIDIARY. JOINT VENTURES AND ASSOCIATE
COMPANIES:
During the financial year under review, the Company had one Associate
Company, namely Jetking
Technologies Private Limited (formerly known as Jetking Skill
Development Private Limited), within the meaning of Section 2(6) of the Companies Act,
2013, read with the Companies (Accounts) Rules, 2014.
As per Section 2(6) of the Companies Act, 2013, an "Associate
Company", in relation to another company, means a company in which that other company
has a significant influence, but which is not a subsidiary company of the company having
such influence. The term "significant influence" is defined to mean control of
at least 20% of the total voting power, or control or participation in business decisions
under an agreement.
Until 13th June 2025, the Company held more than 20% of the
total voting power in Jetking Technologies Private Limited ("JTPL"), thereby
classifying it as an Associate Company. However, pursuant to a recent allotment of equity
shares by JTPL, the Company's shareholding was diluted below the 20% threshold, resulting
in a loss of significant influence, as defined under the Companies Act, 2013 and
applicable accounting standards (AS 23 / Ind AS 28).
Accordingly, with effect from 13th June 2025, JTPL no longer
qualifies as an Associate Company of the Company. This change has been duly considered for
the purpose of preparation of standalone and consolidated financial statements in
accordance with the provisions of Section 129 of the Companies Act, 2013 and applicable
accounting standards.
Necessary disclosures in respect of cessation of the associate
relationship have been made in Form AOC- 1, which forms part of this report as AnneKure -
2
The Company does not have any Subsidiary or Joint Venture Company as on
the date of this report.
STATUTORY AUDITORS:
M/s. PYS & Co. LLP Chartered Accountants (Firm Registration No.
012388S/S200048) who were appointed as the Statutory Auditors of the Company at the 37th
Annual General Meeting ('AGM') held on 29th September, 2021 will continue
to hold the office until the conclusion of the Annual General Meeting of the Company to be
held in the year 2026 for the financial year ended March 31, 2026.
There is no qualification, reservation, adverse remark, disclaimer or
modified opinion in the Auditors' Report, which calls for any further comments or
explanations.
COST AUDITOR:
The Central Government of India has not specified the maintenance of
the cost records under sub-section (1) of section 148 of the Act for any of the products
ofthe Company. Accordingly, duringthefinancialyear under review, maintenance of Cost
Records and Cost Audit was not applicable to the Company.
SECRETARIAL AUDITOR:
Pursuant to the provisions of Section 204 of the Companies Act, 2013
read with rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 M/s. AVS & Associates, Practicing Company Secretaries, to undertake the
Secretarial Audit of the Company for the Financial Year 2024-25. Secretarial Audit Report
for the Financial Year 2024-25 as issued by them in the prescribed Form MR-3 is annexed to
this Report as AnneKure 3.
The said Secretarial Audit Report contains the following qualifications
for the financial year under review.
| SN Auditor's Comment |
Management's Response |
| 1. During the review period, the Board of
Directors of the Company was not duly constituted in accordance with the provisions of
Regulation 17(1)(b) of the SEBI (LODR) Regulations, 2015, for a certain period from April
1, 2024 to April 15, 2024. |
Temporarily non-compliance arose due to
the completion of the tenure of certain Independent Directors, resulting in a shortfall in
the prescribed Board composition. The Company proactively initiated the process of
identifying and appointing eligible candidates to fill the vacancies in a timely and
regulatory-compliant manner. The Board was duly reconstituted with effect from April 16,
2024, upon the appointment of the new Independent Director, thereby reinstating full
compliance with Regulation 17(1)(b) of the SEBI (LODR) Regulations, 2015 |
| 2. A delay has been noticed in relation to
the filing of prior intimation of the Board Meeting held on May 28, 2024 for the approval
of the financial results of the Company for the quarter and year ended March 31, 2024, as
required under Regulation 29(1) of SEBI (LODR) Regulations, |
The delay was purely unintentional and
occurred due to an administrative oversight. We wish to affirm that there was no malafide
intent, and all other disclosures and compliances were duly undertaken in a timely manner.
Furthermore, the Company has duly paid the fines imposed by BSE in connection with the
said non-compliance. |
INTERNAL AUDIT (IA):
Pursuant to Provisions of Section 138 of the Companies Act, 2013 and
rules made thereunder ( including any amendment(s), modification(s) or re-enactment(s)
thereof for the time being in force) the Board of Directors of the Company on the
recommendation of Audit Committee at the meeting held on 23rd May, 2025 have
re-appointed M/s. Divatia & Mehta, Chartered Accountants, as an Internal Auditors of
the Company for the Financial Year 2025-2026.
Audit Committee provides direction and monitors the effectiveness of
the Internal Audit function. The scope of internal audit extends to in-depth audit of
accounting & finance, revenue and receivables, purchases, capital expenditure,
statutory compliances, HR, payroll and administration etc. The Internal Auditors report to
the Audit Committee and present their report on quarterly basis. The Audit
Committee reviews the report presented by the Internal Auditors and
takes necessary actions to close the gaps identified in a timely manner
CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION:
As your Company is in the service industry, the activities of the
Company are not energy intensive. However, your Company recognizes the necessity of
conservation of energy and technology absorption, though it is not practical to quantify
the same in monetary terms.
In terms of research, development and innovation, it is Company's
constant endeavor to be more efficient in providing services and encourages innovation in
its day-to-day practices.
DETAIL OF FRAUD AS PER AUDITORS REPORT:
During the year under review, neither the Statutory Auditors nor the
Secretarial Auditor has reported to the Board or Audit Committee, as required under
Section 134 (3) (ca) and 143(12) of the Companies Act, 2013, any instances of frauds
committed against the Company by its officers or employees, the details of which would
need to be mentioned in this Report.
FOREIGN EXCHANGE EARNINGS AND OUTGO:
Foreign Exchange Earnings and Outgo during the Financial Year under
review is given below (on accrual basis):
I. Foreign Exchange Earnings: Rs. 100.62 Lakhs
II. Foreign Exchange Outgo: Rs. 115.83 Lakhs
MANNER IN WHICH FORMAL ANNUAL EVALUATION HAS BEEN MADE BY THE BOARD OF
ITS OWN PERFORMANCE AND THAT OF ITS COMMITTEES AND INDIVIDUAL DIRECTORS:
Pursuant to the provisions of the Companies Act, 2013 and the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, as amended from time to
time, the Board has carried out an annual performance evaluation of its own performance as
well as of its committees thereof and of the Directors individually. The manner in which
the evaluation has been carried out has been covered in the Corporate Governance Report.
Further, to comply with the requirements of Regulation 25 (4) of SEBI
(LODR) Regulations, 2015, the Independent Directors evaluated the performance of Chairman,
Non-Independent Directors and Board as a whole in their meeting held on 10th
February, 2025.
FAMILIARISATION PROGRAMME FOR THE INDEPENDENT
DIRECTORS:
In compliance with the requirements of Regulation 25(7) of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, the Company has put in
place a Familiarization Programme for the Independent Directors to familiarize them with
the Company, their roles, rights, responsibilities in the Company, nature of the industry
in which the Company operates, business model etc.
PARTICULARS OF EMPLOYEES:
The total employee strength of the Company as on March 31, 2025 stood
at 161
The disclosures on managerial remuneration as required under Section
197(12) of the Act read with Rule 5 (1) of Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 are provided in Annexure 4 appended to the Directors'
Report.
In accordance with the provisions of Rule 5(2) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules 2014, the names and other
particulars of employees who were in receipt of remuneration of Rupees One Crore and Two
Lakhs or more per annum, (if employed throughout the financial year) and employees who
were in receipt of Rupees Eight Lakhs and Fifty Thousand or more per month (if employed
for part of the year) need to be disclosed in the Board report. However, there are no such
employees who were in receipt of remuneration as provided under Rule 5(2) above.
ANNUAL RETURN:
The Annual Return of the Company as on 31st March, 2025 in
Form MGT - 7 in accordance with Section 92 (3) of the Act read with the Companies
(Management and Administration) Rules, 2014, is available on the website of the Company at
https://www.ietking.com/ investors
SECRETARIAL STANDARDS:
The Company has complied with the applicable provisions of Secretarial
Standards issued by the Institute of Company Secretaries of India.
DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to Section 134(3) (C) of the Companies Act 2013, the Directors
of your Company confirm that:
1. In the preparation of the annual accounts, the applicable accounting
standards have been followed along with proper explanation relating to material
departures.
2. Appropriate accounting policies have been selected and applied
consistently, and reasonable and prudent judgments and estimates have been made so as to
give a true and fair view of the state of affairs of the Company as of 31st
March 2025 and of the profits of the Company for the year ended 31st March
2025.
3. Proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the Companies Act, 2013
for safeguarding the assets of the Company and for preventing and detecting fraud and
other irregularities.
4. The annual accounts have been prepared on a going concern basis.
5. Internal financial controls for ensuring the orderly and efficient
conduct of the business, safeguarding the Company's assets, the prevention and detection
of frauds and errors, accuracy and completeness of the accounting records and the timely
preparation of reliable financial information etc. are in place and that such internal
financial controls are adequate and were operating effectively.
6. Proper systems are in place to ensure compliance with the provisions
of all applicable laws and that such systems were adequate and operating effectively.
CORPORATE GOVERNANCE:
The Company is committed to maintain the highest standards of Corporate
Governance and adhere to the Corporate Governance requirements set out by SEBI. The
Company has implemented several of the best Corporate Governance Practices as prevalent
globally.
In compliance with Regulation 34 and Schedule V of SEBI (LODR)
Regulations, 2015, report on the Corporate Governance is annexed as Annexure 5 and forms
part of the Annual Report.
LISTING OF EQUITY SHARES:
The equity shares of your Company are listed at BS Limited (BSE). The
Company has paid the Annua Listing Fees to BSE for the Financial Year 2024-25.
APPOINTMENTS, RETIREMENTS AND RESIGNATION: OF THE DIRECTORS AND KMP:
The current composition of the Board of the Directc of the Company is
as below:
| SN Name of the Director |
Designation |
| 1 Mr. Avinash Bharwani |
Chairperson & Whole-Time Director |
| 2 Mr. Nand Bharwani |
Vice Chairman & Director |
| 3 Mr. Siddarth Bharwani |
Joint Managing Director & CFO |
| 4 Mr. Harsh Bharwani |
Managing Director & CEO |
| 5 Mr. Pranav Agarwal |
Independent Director |
| 6 Mr. Ramkumar Warrier |
Independent Director |
| 7 Mr. Guruprasad Shenai |
Independent Director |
| 8 Ms. Pooja Motwani |
Independent Director |
During the year 2024-25 and till date of signing of the report, the
following changes took place:
Changes in Directors
There was change in the designation of Mr. Harsh Bharwani (DIN:
02020253) from 'Whole-Time Director & CEO' to 'Managing Director & CEO' and Mr.
Siddarth Bharwani (DIN: 02020370) from "Wholetime Director & CFO" to
"Joint Managing Director & CFO" of the Company w.e.f. November 12, 2024.
Ms. Pooja Motwani (DIN: 10550663) was appointed as an Additional
Director (Non-Executive, in the capacity of Independent Director) by Board of director by
passing the Circular Resolution dated 18.07.2024 with immediate effect and the same was
approved by the Shareholders vide resolution passed through Annual General. Meeting heLd
on 20th September, 2024 for her appointment as an Independent Director of the
Company for the period of 5 (Five) years commencing w.e.f. 18th July, 2024 and
who shall not be liable to retire by rotation.
Mr. Pranav AgarwaL (DIN: 10572266) and Mr. Ramkumar Madhav Warrier
(DIN: 07660537) were appointed as an AdditionaL Director (Non-Executive, in the capacity
of Independent Director) by the Board at its meeting heLd on 30th March, 2024
with immediate effect and the same was approved by the Shareholders vide resolution passed
through postal baLLot on 03rd May, 2024 for their appointment as an Independent
Director of the Company for the period of 5 (Five) years commencing w.e.f. 30th
March, 2024 and who shaLL not be LiabLe to retire by rotation.
Mr. Guruprasad Shenai (DIN: 10594029) was appointed as an AdditionaL
Director (Non-Executive in the capacity of Independent Director) of the Company with
effect from 16th April, 2024 vide circular resolution passed by the Board and
the same was approved by the Shareholders vide resolution passed through postal ballot on
04th July 2024 for his appointment as an Independent Director of the Company
for the period of 5 (Five) years commencing w.e.f. 16th April, 2024 and who
shall not be liable to retire by rotation.
Mr. Suresh Bharwani (DIN: 00667104) was reappointed as Chairman and
Non-executive Director of the Company for a period of three years with effect from 1st
July 2024 to 30th June, 2027 as approved by the Board of Directors in its
meeting heLd on May 28, 2024 and Shareholders vide resolution passed through postal ballot
on 04th July 2024, liable to retire by rotation. Thereafter, Mr. Suresh
Bharwani resigned from his position as Chairman and Non-executive Director with effect
from 06th September, 2024 due to his personaL factors, primariLy his advancing
age and heaLth considerations vide the resignation Letter dated 07th August,
2024.
Thereafter Mr. Suresh Bharwani was appointed as 'Chairman Emeritus'
with effect from February 10, 2025."
Mr. Suresh Gordhandas Bharwani, the promoter of
the Company, has pLayed a pivotaL roLe in shaping the vision, growth,
and strategic direction of the Company over the years. Having previously served as a
Director and Chairman untiL his resignation on September 6, 2024, his Leadership has been
instrumentaL in estabLishing the Company's Legacy and market position. His proposed
affiliation with the Company in the roLe of 'Chairman Emeritus' is expected to bring
significant benefits. Leveraging his deep industry expertise, extensive experience, and
Long-standing association with the organization to guide its future endeavors in the best
interests of aLL stakehoLders.
As a 'Chairman Emeritus', Mr. Suresh Gordhandas Bharwani shaLL be
eLigibLe to attend aLL or any meeting of the Board or Committees thereof as an invitee for
the purpose of providing guidance to the Board as weLL as the Committees, with his
exceptionaL expertise and experience.
Mr. Nand Bharwani (DIN: 00618386) was re-appointed as Vice Chairman and
Non-executive Director of the Company for a period of three years with effect from 1st
JuLy 2024 to 30th June, 2027 as approved by the Board of Directors in its
meeting heLd on May 28, 2024 and SharehoLders vide resoLution passed through postaL baLLot
on 04th JuLy 2024.
Mr. Siddarth Bharwani (DIN: 02020370) was reappointed as WhoLe-Time
Director and Chief FinanciaL Officer of the Company for a period of three years with
effect from 1st JuLy 2024 to 30th June, 2027 as approved by the
Board of Directors in its meeting heLd on May 28, 2024 and SharehoLders vide resoLution
passed through postaL baLLot on 04th JuLy 2024.
Mr. NiLesh Gandhi (DIN: 03570656) resigned from the post of Independent
Director of the company with effect from 05th November 2024 due to the personaL reasons as
he wish to focus on individuaL priorities outside the organization.
Mrs. Swati Bhatt (DIN: 05151680) ceases to be the Independent Director
of the Company as she has compLeted her term of 5(five) consecutive years on JuLy 22,
2024.
In terms of the appLicabLe provisions of the Companies Act, 2013 and
the ArticLes of Association of the
Company, Mr. Siddarth Bharwani (DIN: 02020370), will retire by rotation
at ensuing Annual. General. Meeting and being eLigibLe, has offered himseff for
re-appointment.
CHANGES IN KEY MANAGERIAL PERSONNEL
Change in the designation of Mr. Harsh Bharwani (DIN: 02020253) from
'WhoLe-Time Director & CEO' to 'Managing Director & CEO' and of Mr. Siddarth
Bharwani (DIN: 02020370) from "WhoLe-time
Director & CFO" to "Joint Managing Director &
CFO" of the Company w.e.f. November 12, 2024.
DECLARATION BY INDEPENDENT DIRECTORS:
The Company has received necessary declaration from each Independent
Director under Section 149 (7) of the Companies Act, 2013 that they meet the criteria of
independence Laid down in Section 149 (6) of the Companies Act, 2013 aLong with
declaration received pursuant to sub ruLe (3) of RuLe 6 of the Companies (Appointment and
Qualification of Directors) RuLes, 2014. They have aLso furnished the decLaration pursuant
to ReguLation 25(8) of the SEBI (Listing ObLigations and DiscLosure Requirements)
Regulations affirming compliance to the criteria of Independence as provided under
ReguLation 16(1) (b) of the SEBI (Listing ObLigations and DiscLosure Requirements)
ReguLations. The Independent Directors have individually confirmed that they are not aware
of any circumstances or situation, which exist or may be reasonabLy anticipated, that
couLd impair or impact their abiLity to discharge their duties with an objective
independent judgment and without any external influence. Based on the declarations and
confirmations of the Independent Directors and after undertaking due assessment of the
veracity of the same, the Board of Directors recorded their opinion that aLL the
Independent Directors are independent of the Management and have fulfilled all the
conditions as specified under the governing provisions of the Companies Act, 2013 and the
(Listing ObLigations and DiscLosure Requirements) ReguLations.
Further, the Independent Directors have aLso confirmed that they have
complied with the Company's Code of Conduct.
The Independent Directors of your Company - Mr. Pranav AgarwaL, Mr.
Ramkumar Warrier, Mr. Guruprasad Shenai and Ms. Pooja Motwani have aLso confirmed and
declared that they meet the criteria for continuing as the Independent Directors on the
Board of the Company.
CODE OF CONDUCT:
The Board of Directors has approved a Code of Conduct which is
appLicabLe to the Members of the Board and specified employees in the course of day-
to-day business operations of the Company. The Company beLieves in "Zero
ToLerance" against bribery, corruption and unethicaL deaLings/behavior in any form
and the Board has Laid down certain directives to counter such acts. Such a Code of
Conduct has aLso been pLaced on the Company's website. The Code Lays down the standard
procedure of business conduct which is expected to be foLLowed by the Directors and the
designated empLoyees in their business deaLings and on matters reLating to integrity in
the workpLace, in business practices and in deaLing with stakehoLders. The Code gives
guidance through exampLes of the expected behavior from an empLoyee in a given situation
and the reporting structure. ALL the Board Members and the Senior Management PersonneL
have confirmed compliance with the Code. A declaration to this effect signed by the Chief
Executive Officer of the Company appears eLsewhere in this AnnuaL Report.
STATEMENT OF BOARD OF DIRECTORS:
The Board of Directors of the Company are of the opinion that aLL the
Independent Directors of the Company incLuding new appointment possesses highest standard
of integrity, reLevant expertise and experience required to best serve the interest of the
Company.
DECLARATION BY THE COMPANY:
None of the Directors of the Company are disqualified from being
appointed as Directors as specified in Section 164(1) & (2) of the Act read with RuLe
14 of the Companies (Appointment and Qualifications of Directors) RuLes, 2014.
COMMITTEES OF THE BOARD:
The Board currently has Three (3) mandatory committees under the
Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 namely:
1. Audit Committee
2. Nomination and Remuneration Committee
3. Stakeholders Relationship Committee
All the recommendations of the above Committee's have been accepted by
the Board. A detailed update on the Board, its committees, its composition, detailed
charter including terms of reference of various Board Committees, number of board and
committee meetings held and attendance of the directors at each meeting is provided in the
Corporate Governance Report, which forms part of this Annual Report.
COMPANY'S POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION:
Pursuant to the provisions of Section 178 of the Act and Regulation 19
of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and on the
recommendation of the Nomination & Remuneration Committee, the Board has adopted the
Nomination & Remuneration Policy for selection and appointment of Directors, Senior
Management including Key Managerial Personnel (KMP) and their remuneration. The details of
Remuneration Policy are stated in the Corporate Governance Report.
The details of this policy have been placed on the website of the
Company at https://www.ietking.com/ investors.
INTERNAL FINANCIAL CONTROLS:
The Company's internal control system commensurate with the nature of
its business and the size and complexity of its operations. These are routinely tested and
certified by the Statutory as well as Internal Auditors. Significant audit observations
and follow-up action thereon are reported to the Audit Committee. The Audit Committee
reviews the adequacy and effectiveness of the Company's internal control environment and
monitors the implementation of audit recommendations, including those relating to
strengthening of the Company's risk management policies.
INVESTOR EDUCATION AND PROTECTION FUND fIEPFM:
Pursuant to the applicable provisions of the Companies Act, 2013, read
with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("the
IEPF Rules"), all unpaid or unclaimed dividends are required to be transferred by the
Company to the IEPF established by the Government of India, after the completion of seven
years. Further, according to the IEPF Rules, the shares on which dividend has not been
paid or claimed by the shareholders for seven consecutive years or more shall also be
transferred to the demat account of the IEPF Authority. Further, corresponding shares on
which dividend were unclaimed for seven consecutive years were transferred to IEPF
Authority as per the requirements of the IEPF Rules. Year-wise amounts of unpaid /
unclaimed dividends lying in the unpaid account up to the year, and the corresponding
shares, which are liable to be transferred are also available on the Company's website at
www.jetking.com.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE
REGULATORS OR COURTS OR TRIBUNALS:
There are no significant and material orders passed by the regulators
or courts or tribunals impacting the going concern status and the Company's operations in
future.
DISCLOSURE UNDER 'THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE
(PREVENTION. PROHIBITION AND REDRESSAL) ACT, 2013:
The Company has implemented a policy titled "Sexual Harassment at
the Workplace (Prevention and Redressal) Policy" in alignment with the provisions of
The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act,
2013. An Internal Complaints Committee, has been duly constituted to address and resolve
complaints pertaining to sexual harassment at the workplace.
The Company is committed to providing a safe and respectful, working
environment for alt employees and maintains a zero-toLerance approach towards any form of
sexual harassment.
During the financial, year under review, no compLaints were received or
reported under the said Act. The summary of cases is as foLLows:
| SN Particulars |
Comment |
| 1 Number of compLaints of sexuaL harassment
received in the year; |
NIL |
| 2 Number of compLaints disposed off during
the year;and |
NIL |
| 3 Number of cases pending for more than
ninety days. |
NIL |
STATEMENT ON COMPLIANCE WITH THE MATERNITY BENEFIT
ACT. 1961
The Company hereby confirms that it is in compliance with the
provisions of the Maternity Benefit Act, 1961, and the ruLes made thereunder. ALL
appLicabLe benefits, including maternity Leave, nursing breaks, and other entitLements,
have been duLy provided to eLigibLe women empLoyees in accordance with the Law. The
Company remains committed to ensuring a safe, supportive, and incLusive workpLace for aLL
empLoyees.
GENERAL:
i. The Company doesn't have any HoLding Company.
ii. The Company has not issued equity shares with differential rights
as to dividend, voting or otherwise.
iii. The Company has not issued any sweat equity shares to its
directors or empLoyees.
iv. During the year under review, neither the Statutory Auditors nor
the SecretariaL Auditor have reported to the Board or Audit Committee, as required under
Section 134 (3) (ca) and 143(12) of the Companies Act, 2013, any instances of frauds
committed against the Company by its officers or employees, the detaiLs of which wouLd
need to be mentioned in this Report.
v. During the year, the Company does not issue any ESOP scheme for its
empLoyees/Directors. Further, the Company has not issued any sweat equity shares or shares
having differential voting rights.
vi. There was no significant change in the nature of business of the
Company during the financial year.
vii. Considering the first proviso to Section 136(1) of the Companies
Act, 2013, the AnnuaL Report is being sent to the members of the Company and others
entitLed thereto. Any sharehoLder interested in obtaining a copy thereof may write to the
Company Secretary in this regard.
ACKNOWLEDGEMENT:
Your directors wish to express their gratitude to the Bankers,
FinanciaL Institutions, Government Authorities, Customers, Vendors, ConsuLtants, advisors
and Members for their direct and indirect co-operation and Look forward to their continued
support in the future.
| For and on behalf of Board of Directors |
|
| Harsh S. Bharwani |
Siddarth S. Bharwani |
| Managing Director |
Joint Managing Director |
| and CEO |
and CFO |
| DIN:02020253 |
DIN:02020370 |
| PLace: Mumbai Date: 12th
August, 2025 |
|