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Jet Freight Logistics Ltd.

BSE: 538390 Sector: Others
NSE: JETFREIGHT ISIN Code: INE982V01017
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Jet Freight Logistics Ltd. (JETFREIGHT) - Director Report

Company director report

Dear Members

The Directors have pleasure in presenting this 13th Annual Report on the affairs of the Company together with the Audited Statement of Accounts for the Financial Year ended on 31st March 2019. The consolidated performance of the Company and its subsidiaries has been referred to wherever required.

FINANCIAL HIGHLIGHTS/ PERFORMANCE OF THE COMPANY:

The financial results for the year ended 31st March 2019 and the corresponding figures for the last year are as under:-

(Rs. in lakhs)
ParticularsFinancial YearFinancial Year
2018-20192017-2018
Total Income (Gross)33787.5925281.98
Less : Expenses32754.5424149.93
Profit before interest Depreciation and Tax 1033.051132.05
Less : Interest336.38274.45
Profit before Depreciation and Tax696.67857.60
Less : Depreciation88.5479.26
Profit before Tax608.13778.34
Less : Provision for Taxation177.23253.40
Profit after Tax430.90524.94
Add : Balance B/F from Previous Year1081.66566.20
Less: Issue of bonus shares103.82--
Less: Interim Dividend paid5.80--
Add: Income Tax Adjustments of prior years20.359.47
Amount Available for Appropriation1423.291081.66
APPROPRIATIONS:
Transfer to General ReserveNilNil
Balance carried to Balance Sheet1423.291081.66

Note: The above comparative figures are given based on Standalone Audited Financials. However comparative figures for Consolidated Audited Financials are not given because the wholly owned subsidiaries with whom such financials are consolidated were incorporated in the Financial Year 2018-2019.

OVERVIEW OF AIR CARGO IN INDIA:

Air freight appears to have entered a period of sustainable growth with steadily increasing volume from the e-commerce and pharmaceuticals sectors over the past few years leading to a decoupling of air cargo demand from goods trade growth and muddying the research waters in the process.

The fundamental factors driving growth in India is the population & Demography Government reforms and initiatives consumption investments and Exports. Digital India programme aims at transforming the country into digitally empowered society.

India is the ninth largest civil aviation market in the world. In terms of domestic traffic the country ranks third in the world. The Indian aviation industry has witnessed double digit growth over the past 5-6 years. The growth is propelled by the development of airports presence of several low cost carriers a liberalized FDI policy increasing adoption of IT and focus on improving regional connectivity. Industry analyst expects India to achieve some of the fastest growth of any aviation market in the world over the next 20 years. The Indian aviation sector is poised to become the third largest aviation market by 2020 and the largest by 2030.

As per IATA estimates our traffic in India is expected to reach 478 million passengers by 2036. To prepare for such growth government is focusing on taking 15-20 years view on airport infrastructure development. The Nexgen Airport for Bharat (NABH) to expand airport capabilities to more then 5 times. The scheme constitutes investment to be made in airport by both the private and the state owned Airport Authority of India in the due course of time.

Aviation sector is growing at 28% and would see an investment of 1 lakh crore in the next five years for capacity augmentation and development of new greenfield airports to connect small towns. Government intends to improve regional connectivity via measures such as incentives for airlines airfare caps and revival of existing airports. The combination of a growing demand increase in FDI and private investments and favorable policy reforms has put India's aviation sector on a growth trajectory. It is in a sweet spot in terms of macro and socio economic factors for long term sustainable growth in passenger and cargo traffic.

The Ministry is working towards improving India's ranking in world Banks Logistics performance Index from 35 to 15 by 2020. It is a matter of great importance to India to become a part of the global supply chain but also help to increase trade. According to the 2017 Agility Emerging Markets Logistic index India climbed to the second position. In the 2017 index switching spots with U.A.E. China the world's second-largest economy again topped the rankings. Presently international cargo contributes 60% to India's total cargo industry with approximately double the growth rate as compared to domestic cargo business.

SNAP SHOT OF KEY FINANCIAL PARAMETERS:

Particulars2018-192017-18
Growth in Revenue (%)3430
Growth in Tonnage (%)1413
Gearing Ratio (TIMES)1.71.4
Interest Coverage Ratio (TIMES)34

During the Financial Year ended March 31 2019 the company has managed to cross few big milestones like establishing company in Dubai incorporation of domestic freight forwarding company and also setting up of the freight portal. These development would yield results and would help in taking the company to a next level. Having said that there was a lot of stress on the working capital finance of the company which directly had its impact on the bottom line of the company. Our company could have achieved better results in terms of its profitability if not for the various expenses on the start ups.

TONNAGE IMPROVEMENT:

Your company carried 44766 tonnes in the Financial Year 2018- 2019 as compared to 39241 tonnes in the Financial Year 2017-2018. There is a 14.08% growth in tonnage as compared to the previous year.

DEALING WITH BANKS AND FINANCIAL INSTITUTIONS:

The Company had a cordial relationship with the bankers during the year whereby the required support in terms of enhancement in the working capital limits was adequately provided by the bankers. Multiple banking arrangements was entered into during the year in order to diversify the sources of funding required for growth. All the banks i.e State Bank of India and Kotak Mahindra Bank Limited are keen in supporting our future growth and would standby us in terms of their commitment to be a valued stakeholder of our company.

TRANSFER TO RESERVES:

The Company has made no transfer to reserves for the Financial Year 2018-2019.

DIVIDEND:

The Board of Directors at their Meeting held on August 03 2018 declared Interim Dividend to the equity shareholders of the Company as on 10th August 2018 (the Record date) @ 1% (i.e. 0.10 paise per equity share of Rs. 10 each) on the paid-up equity share Capital of Rs. 58004730/- aggregating to total outflow of Rs. 699278/- (i.e. Interim Dividend amount of Rs. 580048/- and Dividend Distribution tax of Rs. 119230/-) paid out of the surplus profit available to the Company for distribution.

INCREASE IN AUTHORIZED SHARE CAPITAL OF THE COMPANY AND AMEND THE CAPITAL CLAUSE IN THE MEMORANDUM OF ASSOCIATION OF THE COMPANY

The Company has increased the authorized share capital of the company from Rs. 60000000/- (Rupees Six Crores only) divided into 6000000 equity shares of Rs. 10/- (Rupees Ten) each to Rs. 120000000/- (Rupees Twelve Crores Only) divided into 12000000 equity shares of Rs. 10/- (Rupees Ten).

BONUS ISSUE:

The Company vide Board resolution dated August 03 2018 and a Shareholders resolution passed at the AGM dated September 05 2018 issued 5800473 equity shares as bonus shares to the existing shareholders as on record date i.e. September 14 2018 in the ratio of 1:1 The Bonus Shares were allotted at the Meeting of the Board of Directors held on September 17 2018. However the said shares were listed and admitted to dealings on the NSEIL w.e.f. October 01 2018.

ALTERATION OF THE MAIN OBJECT CLAUSE IN THE MEMORANDUM OF ASSOCIATION OF THE COMPANY

The Company has altered its object clause by inserting sub clause (3) after sub clause (2) under clause III-Part A of the Memorandum of Association of Company.

DEPOSITORY SYSTEM:

The Company's equity shares are available for dematerialization through National Securities Depository Limited and Central Depository Services India Limited.

CHANGE IN THE NATURE OF BUSINESS:

During the year under review there were no material changes in the nature of business of the company.

WHOLLY OWNED SUBSIDIARIES:

The Company has 2 wholly owned subsidiaries as on March 31 2019. There are no associates or joint venture companies within the meaning of Section 2(6) of the Companies Act 2013 (Act). There has been no material change in the nature of the business of the subsidiaries.

The Company has incorporated its two Wholly Owned Subsidiary (WOS) - Jet Freight Logistics FZCO on 01.04.2018 & Jet Freight Express Private Limited on 17.06.2018.

Pursuant to the provisions of Section 129(3) of the Act a statement containing the salient features of financial statements of the Company's subsidiaries in Form AOC-1 is attached to the financial statements of the Company.

Further pursuant to the provisions of Section 136 of the Act the financial statements of the Company consolidated financial statements along with relevant documents and separate audited financial statements in respect of subsidiaries are available on the website of the Company http://www.jetfreight.in/investor-relations.

CORPORATE SOCIAL RESPONSIBILITY:

The Company has in place a CSR policy which provides guidelines to conduct CSR activities of the Company. The CSR policy is available on the website of the Company www.jetfreight.in. During the year the Company has spent an amount of Rs. INR 10.33 lacs on CSR activities in the focused areas such as gender equality education aiding pregnant women through a Registered Trust named The Saved Pearl Foundation. The Annual Report on CSR activities in terms of Section 135 of the Companies Act 2013 (`Act') is annexed to this report (Annexure C).

During the Financial Year 2018-2019 the Committee met one time viz. on January 29 2019.

DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL:

 The Composition of Board of Directors and the details of Key Managerial Personnel for the Financial Year 2018-2019 are as follows:

Sr. NoName of the PersonCategoryWith effect from and Tenure
1Mr. Richard F TheknathManaging Director & Key PersonnelManagerial 20.06.2016 - for a period of 5 years
2Mr. Dax F TheknathWhole-Time Director & Key PersonnelManagerial 20.06.2016 - for a period of 5 years
3Mrs. Agnes F TheknathNon -Executive Director26.09.2012
4Mr. Nikhil Sunil AryaIndependent DirectorResigned wef 03.06.2019.
5Mr. Cypriano Savio FernandesIndependent DirectorResigned wef 06.02.2019.
6Ms. Sneh Sandeep VelaniAdditional Director in the category of Independent Director30.03.2019 - for a period of 5 years.
7Mr. Jabir S ContractorChief Financial Officer (Key Personnel)Managerial 25.07.2016 - for a period of 5 years.
8Ms. Shraddha P MehtaCompany Secretary & Compliance Officer (Key Managerial Personnel)19.07.2016
9Rex Quality Products Private LimitedRelated PartyAAFCC7118P
10Jet Logistix (OPC) Private LimitedRelated PartyAADCJ8246M
11Jet Freight Express Private LimitedRelated PartyAAECJ2839D
12Jet Freight Logistics FZCORelated Party--
13R2D Freight Private LimitedRelated PartyAAJCR5140G

 Retire by Rotation:

Pursuant to the provisions of section 152 of the Companies Act 2013 the office of Mrs. Agnes F Theknath (DIN: 06394750) Director is liable to retire by rotation at this Annual General Meeting and being eligible she has offered herself for re-appointment. Accordingly the proposal for her re-appointment has been included in the Notice convening the Annual General Meeting of the Company.

A brief resume of directors seeking appointment/re-appointment consisting nature of expertise in specific functional areas and name of companies in which they hold directorship and/or membership/ chairmanships of committees of the respective Boards shareholding and relationship between directorship inter-se as stipulated under Reg. 36(3) of the SEBI (LODR) Regulations 2015 are given in the section of notice of AGM forming part of the Annual Report.

 Cessation:

Mr. Cypriano Savio Fernandes stepped down as Independent Director of the Company with effect from 06.02.2019.

The Board expresses its gratitude towards Mr. Cypriano Savio Fernandes for his contributions to the Company. The Board acknowledges that the Company has immensely benefitted from his financial/banking knowledge and experience. The Board deeply appreciates Mr. Cypriano Savio Fernandes invaluable dedication and support during his period with the Company.

 Appointment:

Based on the recommendations of the NRC the Board of Directors appointed Ms. Sneh Sandeep Velani as Additional Director in the category of Independent Director for a period of 5 years with effect from March 30 2019 subject to approval of the shareholders at the upcoming Annual General Meeting scheduled to be held on September 12 2019.

COMMITTEES OF THE BOARD:

I . The Board has constituted various committees in accordance with the provisions of the Companies Act 2013 the details of which are given as under:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders Relationship Committee

4. Corporate Social Responsibility Committee.

1. Audit Committee :

The Company had initially constituted an Audit Committee as per the provisions of Section 177 of the Companies Act 2013 vide resolution passed in the meeting of the Board of Directors held on July 25 2016.

The committee presently comprises the following three (3) directors:

Composition of Audit Committee:

Name of the DirectorStatusNature of Directorship
Mr. Nikhil Sunil AryaChairmanNon-Executive & Independent Director
Ms. Sneh Sandeep VelaniMemberAdditional Director in the category of an Independent Director
Mrs. Agnes Francis TheknathMemberNon-Executive Director

During the Financial Year 2018-2019 the Audit Committee of the Board of Directors met Four times viz. on 29.05.2018 14.11.2018 29.01.2019 and 30.03.2019.

2. Nomination and Remuneration Committee

The Company has constituted a Nomination and Remuneration Committee. The constitution of the Nomination and Remuneration Committee as per the provisions of Section 178 of the Companies Act 2013 was approved by a Meeting of the Board of Directors held on July 25 2016.

The Board has framed the Nomination & Remuneration Committee which ensures effective compliances as mentioned in section 178 of the Companies Act 2013.

Composition of Nomination and Remuneration Committee:

Name of the DirectorStatusNature of Directorship
Mr. Nikhil Sunil AryaChairmanNon-Executive & Independent Director
Ms. Sneh Sandeep VelaniMemberAdditional Director in the category of an Independent Director
Mrs. Agnes Francis TheknathMemberNon-Executive Director

During the Financial Year 2018-2019 the Nomination and Remuneration Committee of the Board of Directors met one time viz. on 30.03.2019

3. Stakeholders Relationship Committee

The Company has constituted a Stakeholder's Relationship Committee to redress the complaints of the shareholders. The Stakeholder's Relationship Committee was constituted as per the provisions of Section 178(5) of the Companies Act 2013 vide resolution passed at the meeting of the Board of Directors held on October 23 2016.

Composition of Stakeholder's Relationship Committee:

Name of the DirectorStatusNature of Directorship
Mrs. Agnes Francis TheknathChairpersonNon-Executive Women Director
Ms. Sneh Sandeep VelaniMemberAdditional Director in the category of an Independent Director
Mr. Dax Francis TheknathMemberWhole-Time Director

During the Financial Year 2018-2019 the Stakeholder's Relationship Committee of the Board of Directors met Two times viz. on 29.05.2018 and 14.11.2018.

4. Corporate Social Responsibility Committee:

The Company has constituted a Corporate Social Responsibility (CSR) Committee as per the provisions of Section 135 of the Companies Act 2013 vide resolution passed in the meeting of the Board of Directors held on February 28 2018.

The committee presently comprises the following three (3) directors:

Composition of CSR Committee:

Name of the DirectorStatusNature of Directorship
Mr. Dax Francis TheknathChairmanWhole-Time Director
Ms. Sneh Sandeep VelaniMemberAdditional Director in the category of an Independent Director
Mr. Nikhil Sunil AryaMemberIndependent Director

During the Financial Year 2018-2019 the Corporate Social Responsibility Committee of the Board of Directors met once viz. on 29.01.2019.

II. The Board constitutes additional functional committees from time to time depending upon the business needs.

CREDIT RATING OF THE COMPANY:

Your company got a two notch rating upgrade by Brickworks Rating Agency from BB+ to BBB- which is as investment grade based on its financial results for F/Y 2017-2018.

PROVIDING TECHNOLOGICAL UPGRADATION FOR BOOKING OF CARGO:

The company has successfully embarked on its digital platform under the brand name of BookKargo whereby order procurement and all its related activities are done with the help of a portal. Shippers/exporters are facilitated in terms of quick quotes and making customer experience smooth and better. A separate company has now been incorporated for running such platform called as R2D Freight Private Limited.

MATERIAL CHANGES BETWEEN THE END OF FINANCIAL YEAR AND DATE OF THE BOARD REPORT:

The following activities have been carried out by the Company from the end of the Financial Year till the date of signing of the Directors Report affecting the financial position of the Company detailed as under -:

 Mr. Nikhil Sunil Arya Independent Director of the Company has been resigned from its Directorship wef 03.06.2019.

 With the grounding of Jet Airways there was a vacuume created in terms of cargo space. The company has been able to overcome the short supply by diverting cargo to other airlines with whom the Company has good business connections.

 Budget 2019 has put a big thrust on improving the country growth rate for which consumption investment and exports have been identified as big drivers and with the Government emphasising on these aspects it would lead to a healthy growth in the economy which in turn would give business to all the sectors of the economy.

 The Company has received shareholders approval by way of Special Resolution through Postal Ballot and E-voting on Thursday May 09 2019 for Migration from NSE Emerge Platform to NSE Main Board. However the Company is yet to make an application to National Stock Exchange for in principle approval and listing of such equity shares on Main Board.

 The Company availed Overdraft & Term Loan Facilities from Deustche Bank amounting to Rs. 10. 7 crores for increase in our business activities.

VIGIL MECHANISM:

A fraud and corruption free environment in a company is the objective and in view of that a Vigil Mechanism (Whistle Blower) Policy has been adopted by the Board for directors and employees which is uploaded on the website of the company www.jetfreight.in pursuant to the provisions of section 177(9) & (10) of the Companies Act 2013. No complaint of this nature has been received by the Audit Committee during the year under review.

EXTRACT OF THE ANNUAL RETURN IN FORM MGT-9:

As per the requirements of Section 92(3) of the Act and Rules framed thereunder the extract of the annual return for FY 2018-2019 is given in Annexure A in the prescribed Form No. MGT-9 which is a part of this report. The same is available on http://jetfreight.in/wp-content/uploads/2019/08/MGT-9-Extract-of-Annual-Return-for-the-FY-2018-2019.pdf

STATUTORY AUDITOR:

At the AGM of the company held on 30th September 2014 M/s. S. C. Mehra & Associates. Chartered Accountants Statutory Auditors of the Company having registration number (ICAI Firm Registration No. 106156W were appointed for a term of five years i.e. till the conclusion of 13th Annual General Meeting.

M/s. S. C. Mehra & Associates has audited the book of accounts of the Company for the Financial Year ended March 31 2019 and have issued the Auditors' Report thereon. There are no qualifications or reservations or adverse remarks or disclaimers in the said Report. In terms of the provisions relating to statutory auditors forming part of the Companies Amendment Act 2017 notified on May 07 2018 ratification of appointment of Statutory Auditors at every AGM is no more a legal requirement.

Accordingly the Notice convening the ensuing AGM does not carry any resolution on ratification of appointment of Statutory Auditors. However the Audit Committee recommended and the Board of Directors at their meeting held on May 29 2019 approved the appointment of M/s S. C. Mehra & Associates LLP Chartered accountants (Firm Registration No. 106156W/ W100305) for an another term of five years i.e from the conclusion of 13th Annual General Meeting till the conclusion of 18th of the Company pursuant to the provisions of section 139 and all other applicable provisions if any of the Companies Act 2013 and Rules framed there under subject to the approval of the Members.

AUDITORS'S REPORT:

The report of the Statutory Auditors on Standalone & Consolidated Financial Statements forms a part of the Annual Report. There are no specifications reservations adverse remarks on disclosure by the Statutory Auditors in their report. They have not reported any incident of fraud to the Audit Committee of the Company during the year under review.

SECRETARIAL AUDITOR:

Section 204 of the Companies Act 2013 inter-alia requires every listed company to annex with its Board's report a Secretarial Audit Report given by a Company Secretary in practice in the prescribed form. The Board appointed Parikh & Associates Practicing Company Secretaries as Secretarial Auditor to conduct Secretarial Audit of the Company for the Financial Year 2018-19 and their report is annexed to this report as `Annexure-B'.

There are no qualifications or reservations or adverse remarks or disclaimers in the said Report.

The Board has also appointed Parikh & Associates as Secretarial Auditor to conduct Secretarial Audit of the Company for Financial Year 2019-2020.

INTERNAL FINANCIAL CONTROL WITH REFERENCE TO FINANCIAL STATEMENTS

The Company has adequate financial control procedure commensurate with its size and nature of business. These controls include well defined policies guidelines standard operating procedure authorization and approval procedures. The internal financial control of the company are adequate to ensure the accuracy and completeness of the accounting records timely preparation of reliable financial information prevention and detection of frauds and errors safeguarding of the assets and that the business is conducted in an orderly and efficient manner.

DEPOSITS:

The Company has not invited/ accepted any deposits from the public during the year ended March 31 2019. Hence there were no unclaimed or unpaid deposits as on March 31 2019.

SIGNIFICANT ANDMATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE:

During the year under review there has been no such significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future.

NUMBER OF MEETING OF THE BOARD:

During the Financial Year 2018-2019 the Board of Directors met six times viz. on 29.05.2018 03.08.2018 17.09.2018 14.11.2018 29.01.2019 and 30.03.2019.

THE NAMES OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE FINANCIAL YEAR 2018-2019:

The Company does not have any Subsidiaries Joint Ventures or Associate companies during the financial year 2018-2019 except for the WOS as mentioned above in this report.

DIRECTORS' RESPONSIBILITY STATEMENT:

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

(i) in the preparation of the annual accounts for the financial year ended 31st March 2019 the applicable accounting standards read with requirements set out under Schedule III to the Act have been followed along with proper explanation relating to material departures;

(ii) the Directors 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 as at March 31 2019 and of the profit and loss of the company for that period;

(iii) the Directors have taken proper and sufficient care 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;

(iv) the Directors have prepared the annual accounts on a going concern basis;

(v) the Directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

(vi) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

RISK MANAGEMENT:

The Company has developed and implemented a Risk Management Policy which identifies major risks which may threaten the existence of the Company. The same has also been adopted by our Board and is also subject to its review from time to time. Risk mitigation process and measures have been also formulated and clearly spelled out in the said policy.

ASTATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SUB -SECTION (6) OFSECTION 149 OF THE COMPANIES ACT 2013:

The Company has received necessary declarations from Mr. Nikhil Sunil Arya Mr. Cypriano Savio Fernandes and Ms. Sneh Sandeep Velani Independent Directors of the company pursuant to the requirement of section 149(7) of the Companies Act 2013 that they fulfils the criteria of independence laid down in section 149(6) of the Companies Act 2013.

COMPANY'S POLICY ON DIRECTORS ' APPOINTMENT AND REMUNERATION INCLUDING CRITERIA FOR DETERMINING QUALIFICATIONS POSITIVE ATTRIBUTES INDEPENDENCE OF A DIRECTOR AND OTHER MATTERS PROVIDED UNDER SUB-SECTION (3) OF SECTION 178:

A policy known as Appointment criteria for Directors & Senior Management and their Remuneration Policy approved by the Nomination and Remuneration Committee and Board is followed by the Company on remuneration of Directors and Senior Management employees as required under Section 178(3) of the Companies Act 2013 and Rule 6 of the Companies (Meetings of Board and its Powers) Rules 2014. The Policy aims at attracting and retaining high caliber personnel from diverse educational fields and with varied experience to serve on the Board for guiding the Management team to enhanced organizational performance.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT 2013:

Particulars of loans given investments made guarantees given and securities provided along with the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient under the provisions of Section 186 of the Companies Act 2013 read with the Companies (Meetings of Board and its Powers) Rules 2014 amended from time to time are forming part of the notes to the financial statements provided in this Annual Report.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SUB-SECTION (1) OF SECTION 188 OF THE COMPANIES ACT 2013:

The particulars of material contracts or arrangements made with related parties referred to in section 188(1) of the Companies Act 2013 in the prescribed form AOC-2 is appended as `Annexure D' to the Boards' Report.

PARTICULARS OF EMPLOYEE:

Details in terms of the provisions of Section 197 of the Companies Act 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration) Rules 2014 the names and other particulars of the employee are appended as `Annexure E' to the Boards' Report.

The ratio of remuneration of each Director to the median employee's remuneration and other details in terms of Section 197(12) of the Companies Act 2013 read along with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is annexed herewith as `Annexure E' and forms part of this Report.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information under Section 134(3)(m) of the Companies Act 2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014 for the year ended March 31 2019 is given below:

A. Conservation of Energy:

i) The steps taken or impact on conservation of energy:

The operations of the Company do not involve high energy consumption. However the Company has for many years now been laying great emphasis on the Conservation of Energy and has taken several measures including regular monitoring of consumption implementation of viable energy saving proposals improved maintenance of systems etc.

ii) The steps taken by the Company for utilizing alternate sources of energy: Nil

iii) The capital investment on energy conservation equipments: Nil

B. Technology Absorption:

i) The efforts made towards technology absorption :Nil

ii) The benefits derived like product improvement cost reduction product development or import substitution: Nil

iii) In case of imported technology (imported during the last three years reckoned from the beginning of the Financial Year):

a)? the details of technology
b)? the year of Import
c)? whether the technology been fully absorbedNil
d)? If not fully absorbed areas where this has not taken place reasons therefore and future plan of action

iv) The expenditure incurred on Research and Development during the year included in the manufacturing cost.- Nil

C. Foreign Exchange Earnings and Outgo:

(Figures in Rupees)
Particulars2018-192017-18
Foreign Exchange Earnings561245008336368
Foreign Exchange outgo67141095918352

FORMAL ANNUALEVALUATION MADE BY THE BOARDOF ITS OWN PERFORMANCE ANDTHAT OF ITS COMMITTEES AND INDIVIDUAL DIRECTORS:

Pursuant to Section 134(3) read with Rule 8(4) of the Companies (Account) Rules 2014 & Section 178(2) of the Companies Act 2013 a formal annual evaluation needs to be conducted by the Board of its own performance and that of its committees and individual directors. Schedule IV to the Companies Act 2013 states that the performance evaluation of Independent Directors shall be done by the entire Board of Directors excluding the Director being evaluated.

The Board based on evaluation criteria recommended by the `Nomination and Remuneration Committee' and `Code for Independent Directors' evaluated the performance of Board members. The Board after due discussion and taking into consideration of the various aspects such as Knowledge and skills Competency

Financial literacy Attendance at the Meeting Responsibility towardstheBoardQualifications Fulfillmentof functions Experience assigned to him Ability to function as a team Initiative Availability & Attendance Commitment Contribution; expressed their satisfaction with the evaluation process and performance of the Board.

DISCLOSURES UNDER THE SEXUAL HARRASMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION AND REDRESSAL) ACT 2013:

The Company has been employing women employees in various cadres within its Registered Office and its Branches. The Company has in place a policy against Sexual Harassment in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013. Internal Complaint Committees is set up to redress complaints if received and are monitored on regular basis. During the year under review the Company did not receive any complaint regarding sexual harassment.

SECRETARIAL STANDARDS:

The Company has in place proper systems to ensure compliance with the provisions of the applicable secretarial standards issued by The Institute of Company Secretaries of India and such systems are adequate and operating effectively

AWARDS & ACHIEVEMENTS:

Your Company has a long list of Awards and Recognition from the Airlines during its long legacy of three decades. The Company has been felicitated at various forums by valuable stakeholders in the business. To highlight a few of its achievements during the Financial

Year 2018-19 a list is as given below:

Sr. No.AirlineAwarded forYear
1Air IndiaCertificate of Excellence2018
2Qatar AirwaysTop Agent Mumbai2019
3Singapore AirlinesTop Agents2019

Given below is the list of few of our esteemed business partners with whom the business volumes have increased as compared to previous year.

AirlineFY 2018-2019 (tonnes)FY 2017-2018 (tonnes)Growth in Volumes
Qatar4501296751.70%
Emirates8793744318.14%
Air India Ltd.7330648413.05%

IMPACT ANALYSIS OF MAJOR EVENTS DURING THE YEAR ON THE COMPANY PERFORMANCE:

 E-Commerce Wave:

The Indian E-retail space has witnsessed a phenominal growth in recent years led by internet user base and financial sponssors. The indian e-commerce space has witnessed a pheomincal growth in the recent years with a CAGR of 33% expected soon. With faster delivey becoming the key success factor there is a huge reliance on the air cargo industry which handles over 50% of the delivery every year.

 Future Business Prospects:

As per the study International air cargo traffic is expected to grow at an average rate of 4.7% YoY over the next two decades.

Having said that there is a slow down in the world major economies due to which there would be headwinds to the growth in the air cargo industry. There is a concentrated efforts made by the Indian Government to boost exports which in turn could prove to be a booster to the air cargo industry.

 The Rise of e-Commerce:

Traditional freight traffic continues to make up the bulk of freight transported by air; and while this remains subdued there's growth in other segments of the air freight industry. One of these areas is e-commerce which includes the sales of goods and services through the Internet via any device regardless of the method of payment or fulfillment(e-commerce excludes travel and event ticket sales over the Internet). Strong consumer demand and buying habits are mitigating some of the negative effects of the recent industrial recession and slowing international trade with e-commerce becoming a growing driver of the air cargo industry.

Your Company has also taken a leap into domestic freight forwarding in view of the increase demand of logistics by the e-commerce companies in India. E-commerce trade is growing exponentially in India and with the kind of demand generated by e-commerce companies there exists a lot of space for the freight forwarders to add value by being their valued service providers.

With the Government of India (GOI) open sky policy many private airlines have forayed into the Aviation industry and the existing airlines are also increasing their fleetsize to accommodate the passenger air traffic growth in India. With the increase in the number of regional air ports under the Regional Connectivity Scheme (RCS) scheme of GOI and the Ude Desh ka Aam Naagrik (UDAN) policy implemented by the Government we would witness the jump in the air travel industry growth. Even foreign airlines are eyeing stake in the Indian aviation industry in order to reap the benefit of growth in future. This is an encouraging sign of growth for our company.

ACKNOWLEDGEMENTS

Your Directors take this opportunity to place on record their appreciation and sincere gratitude to the Government of India Government of Maharashtra Bankers to the Company the Airlines customer its employees/consultants for their valuable support and look forward to their continued co-operation in the years to come.

Your Directors acknowledge the support and co-operation received from the employees and all those who have helped in the day to day management.

For and on behalf of the Board of Directors
For JET FREIGHT LOGISTICS LIMITED
Richard TheknathDax Theknath
Place: MUMBAIManaging DirectorWhole-time Director
Dated: 08.08.2019DIN : 01337478DIN: 01338030

   

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