You are here » Home » Companies » Company Overview » Jet Freight Logistics Ltd

Jet Freight Logistics Ltd.

BSE: 543420 Sector: Others
NSE: JETFREIGHT ISIN Code: INE982V01025
BSE 00:00 | 12 Aug 21.65 -2.10
(-8.84%)
OPEN

24.00

HIGH

24.30

LOW

21.45

NSE 00:00 | 12 Aug 21.55 -2.15
(-9.07%)
OPEN

24.00

HIGH

24.05

LOW

21.35

OPEN 24.00
PREVIOUS CLOSE 23.75
VOLUME 92763
52-Week high 47.18
52-Week low 20.50
P/E 20.23
Mkt Cap.(Rs cr) 50
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 24.00
CLOSE 23.75
VOLUME 92763
52-Week high 47.18
52-Week low 20.50
P/E 20.23
Mkt Cap.(Rs cr) 50
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Jet Freight Logistics Ltd. (JETFREIGHT) - Director Report

Company director report

Dear Members

The Directors take the pleasure in presenting this 16thAnnual Report on the affairs of the Company together with the Audited Financial Statementsfor the Financial Year (FY) ended on 31st March 2022. The consolidatedperformance 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 2022and the corresponding figures for the last year are as under: -

(Rs. in lakhs)

Particulars Consolidated Standalone
Financial Year 2021-2022 Financial Year 2020-2021 Financial Year 2021-2022 Financial Year 2020-2021
Total Income (Gross) 46205.63 35247.76 45758.68 34740.68
Less: Expenses 45740.53 34902.08 45309.11 34353.02
Profit Before Tax (Before Exceptional Item) 465.10 345.68 449.57 387.66
Exceptional items - - - -
Profit Before Tax (After Exceptional Item) 465.10 345.68 449.57 387.66
Less: Current Tax - - - -
Deferred Tax 167.67 136.87 167.67 136.87
Profit after Tax (Before Exceptional Item) 297.43 208.81 281.90 250.79
Other Comprehensive Income
Items that will not be reclassified to Statement of Profit and Loss:
Re-measurement of gains on defined benefit plans 16.61 5.03 16.61 5.03
Income tax related to above (4.63) (1.40) (4.63) (1.40)
Total other comprehensive income for the year 11.89 3.63 11.98 3.63
Total comprehensive income for the year 309.41 212.44 293.88 254.42
Attributable to:
(a) Shareholders of the Company 309.41 212.44 293.88 254.42
(b) Non-Controlling interest - - - -
Retained earnings: Balance brought forward from the previous year 1170.41 1457.77 974.51 1220.09
Profit for the period 309.41 212.44 293.88 254.42
Transfer to contingency reserve - (500.00) - (500.00)
Dividend Paid (11.60) - (11.60) -
Retained earnings: Balance to be carried forward 1468.02 1170.21 1256.79 974.51

NOTES:

1. The Consolidated Financial performance includes results of JetFreight Logistics Limited and its wholly-owned Indian subsidiary Jet Freight ExpressPrivate Limited and wholly owned international subsidiaries Jet Freight Logistics FZCOJet Freight Logistics BV (together referred to as 'Group') together with results of theprevious period have been prepared in accordance with the recognition and measurementprinciples laid down in Ind AS 34 Interim Financial Reporting prescribed under 133 of theCompanies Act 2013 read with relevant rules issued thereunder and other accountingprinciples generally accepted in India.

2. The turnover of the Company was up by 32% during the FY ending 31March 2022 with reference to the previous FY and 22297 tonnages of shipment up by 21%from last year. The company's EBITDA is Rs 11.28 Crs with an increase of 14% from last FY.The EPS as of 31 March 2022 is 2.43 up by 12% from last FY

3. The Group operates in a single line of business i.e. FreightForwarding hence segment reporting is in compliance with the reporting requirement of IndAS 108 'Operating Segments'.

4. Previous periods' figures have been regrouped rearranged andreclassified wherever necessary to correspond with those of the current period.

IMPACT ON BUSINESS OWING TO COVID-19 PANDEMIC:

For us the FY 2021-22 marked various challenges due to Covid-19 andgeopolitical tensions; addressing our clients' needs while strictly adhering to theprescribed safety protocols we can epilogue that the times we live in are unprecedented.However business supply chains went through many disruptions; cargo shipments kept movingunabated across countries. During these testing times the logistics sector showedunwavering resilience by shipping cargo timelessly. With the steadfast effort commitmentand grit shown by employees and the faith of our clients we were able to deliverexemplary results.

FIRST TIME ADOPTION OF IND-AS

Jet Freight migrated from the NSE Emerge (SME Platform) to the MainBoard of NSEIL & BSE Limited wef December 21 2021 pursuant to which the adoption ofIndian Accounting Standards became applicable to the Company. Accordingly the Company hasadopted Indian Accounting Standards (Ind-AS) for the first time with opening Ind-ASbalance sheet being 1st April 2020. Reconciliation of Net Profit for the yearended 31st March 2021 as reported under Previous Generally Accepted AccountingPrinciples ('Previous GAAP') and as per Ind AS. The objective of adopting Ind AS is toensure that an entity's first Ind AS financial statements and its interim financialresults for part of the period covered by those financial statements contain high qualityinformation that:

a) is transparent for investors and comparable over all periodspresented;

b) provides a suitable starting point for accounting in accordance withIndian Accounting Standards (Ind-ASs); and

c) can be generated at a cost that does not exceed the benefits.

OVERVIEW OF AIR CARGO:

In a world full of chaos and distress the air cargo industry emergedas a key revenue generator for Indian airlines. And now it is set to take off as anascendant industry of globalized India. As industry shareholders cheer for the success ofthe air cargo segment they join hands to support the industry by leveraging e-commerceexports regional connectivity and technology.

The main challenges faced in 2021 were due to the impact of COVID.Each country had a different policy when it came to regulations for operating flightsquarantine and testing which did have a major impact on the airline industry as thechanging regulations affected the movement of crew. The increase in freight and fuel ratesas a posing challenge especially with the ongoing Ukraine and Russia war which isforcing the carriers to avoid Russia and Ukraine airspace. The fierce competition fromocean freight - offering more capacity while being less expensive - and the increasing airfreight rates due to the Ukraine - Russia conflict and closer of airspace are also causingturbulence in cargo flights.

While the reopening of passenger business is a great news cargo spacewill inevitably be taken up by passenger baggage and will have an impact on the amount ofcargo that can be uplifted for the flights. Also as a major chunk of air cargo moves onthe passenger flights and hence cancellations impact the cargo movement. Facing thechallenges ahead and ready for what's to come next the air cargo industry being true toits nature is expected to show resilience and move towards revival.

SIGNIFICANT EVENTS OCCURRED DURING THE FINANCIAL YEAR 2021-2022:

a) Incorporation of a Wholly Owned Subsidiary in Netherlands:

The Company incorporated a Wholly Owned Subsidiary (WOS) named as JetFreight Logistics BV in Rotterdam Netherlands registered with the Netherlands Chamber ofCommerce on April 22 2021 with the objective of business development for its AirFreight Sea Freight and other logistics solutions. The Ordinary Shares Capital of the WOSis EUR 1000/- divided into 1000 Ordinary Shares of EUR 1/- each.

b) Alteration of Object Clause of the Company:

The Company had altered its object clause by inserting sub clause (4)after sub clause (3) under clause III- Part A of the Memorandum of Association of Companywith the view to expand its business by taking one of the aircrafts on lease with the aidof consultants who are experts in providing such services. By taking such an aircraft onlease it would help the Company to transport the cargo booked by the shippers in suchaircraft on various domestic & international routes. The Company may even sub-leasethe aircraft.

c) Alteration of Capital Clause of the Company:

Considering the future business prospects the Company had increasedits Authorized Share Capital from Rs. 120000000/- (Rupees Twelve Crores Only) dividedinto 12000000 equity shares of Rs. 10/- (Rupees Ten) to Rs. 250000000/- (RupeesTwenty-Five Crores Only) divided into 25000000 (Two Crore & Fifty Lacs) equityshares of Rs. 10/- (Rupees Ten).

d) Declaration of Interim Dividend:

After reviewing the performance of the Company and also taking intoaccount surplus profit available for distribution to reward its shareholders Jet Freightdeclared Interim Dividend to the equity shareholders of the Company @ 1% (i.e. 0.10 paiseper equity share of Rs. 10 each) on the paid-up Equity Share Capital in the Board Meetingheld on 10.11.2021 and fixed the Record as 18.11.2021.

Pursuant to the Finance Act 2020 dividend income is taxable in thehands of the shareholders effective April 1 2020 and the Company is required to deducttax at source from the dividend paid to the Members at prescribed rates as per the IncomeTax Act 1961.

e) Migration of the Company from SME Board to Main Board:

In order to have wider participation from investors at large theCompany migrated from NSE Emerge Platform to the Main Board of NSEIL & BSE Limited andobtained trading and listing approval on 21.12.2021. The benefits of listing on Main Boardin terms of market capitalization increased liquidity wide sharing of the ownershipvisibility enhanced market exposure increased participation by retail investors willaccrue to the shareholders of the company and shall also open up avenues for consideringfurther resources raising if required for the business purposes.

f) Sub-Division of Shares of the Company:

In order to improve the liquidity of the Company's shares and to makeit more affordable for small investors the Company subdivided every 1 (one) equity shareof the nominal/face value of Rs. 10/- each into 2 (Two) equity shares of the nominal/facevalue of Rs. 5/- each as on the record date 20.05.2022. The Company consequently alteredits Capital Clause of the Memorandum of Association.

DEALING WITH BANKS AND FINANCIAL INSTITUTIONS:

The Company had a cordial relationship with the bankers during the yearwhereby the required support in terms of enhancement in the working capital limits wasadequately provided by the bankers. Multiple banking arrangements were entered intoduring the year in order to diversify the sources of funding required for growth. All thebanks i.e Kotak Mahindra Bank Limited State Bank of India Deutsche Bank AG and IndusIndBank are keen on supporting our future growth and would stand by us in terms of theircommitment to be a valued stakeholder of our Company. The Company is thankful to theBankers for extending additional support by providing credit facilities in addition to theexisting one for meeting the need of funds due to liquidity crunch faced by the Companyduring the period of CoVID-19 Pandemic.

TRANSFER TO RESERVES:

The Company has made no transfer to reserves for the Financial Year2021-2022.

DEPOSITORY SYSTEM:

All the equity shares of the Company are in dematerialized form atNational 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 thenature of business of the Company.

WHOLLY OWNED SUBSIDIARIES:

The Company has 3 wholly owned subsidiaries as on March 31 2022. Thereare no associates or joint venture companies within the meaning of Section 2(6) of theCompanies Act 2013 ("Act"). There has been no material change in the nature ofthe business of the subsidiaries.

The Company has incorporated its three Wholly Owned Subsidiary's (WOS)- Jet Freight Logistics FZCO on 01.04.2018 Jet Freight Express Private Limited (Jet XPS)on 17.06.2018 & Jet Freight Logistics B.V. on 22.04.2021.

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

Further pursuant to the provisions of Section 136 of the Act thefinancial statements of the Company consolidated financial statements along with relevantdocuments and separate audited financial statements in respect of subsidiaries (except forJet Freight Logistics B.V.) are available on the website of the Companyhttp://www.jfll.com/investor-relations.

DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL:

The Composition of Board of Directors and the details of Key ManagerialPersonnel for the Financial Year 2021-2022 are as follows:

Sr. No Name of the Person Category With effect from and Tenure
1. Mr. Richard F. Theknath Chairman & Managing Director (Key Managerial Personnel) 20.06.2021 - for a period of 5 years
2. Mr. Dax F. Theknath Whole-Time Director (Key Managerial Personnel) 20.06.2021 - for a period of 5 years
3. Mrs. Agnes F. Theknath Non -Executive Director 26.09.2012
4. Ms. Kamalika G. Roy Independent Director 13.09.2019- for a period of 5 years.
5. Dr. Yasho V. Verma Independent Director Resigned wef 01.11.2021
6. Mr. Keki C. Patel Additional Director in the category of Independent Director 21.10.2021 - for a period of 5 years.
7. Mr. Prakash C. Sharma Additional Director in the category of Independent Director 10.11.2021 - for a period of 5 years.
8. Mr. Arvind K. Talan Chief Financial Officer (Key Managerial Personnel) 21.10.2021
9. Mr. Prasad P Gothivarekar Chief Financial Officer (Key Managerial Personnel) Resigned wef 31.05.2021
10. Ms. Shraddha P Mehta Company Secretary & Compliance Officer (Key Managerial Personnel) 19.07.2016

Designating Mr. Richard Francis Theknath as the Chairman of theCompany.

Pursuant to Section 203 of the Companies Act 2013 and in order tocomply with the provisions of Regulation 17 of the SEBI (Listing Obligations andDisclosure Requirements) Regulation 2015 the Nomination & Remuneration Committee attheir Meeting held on 21st October 2021 recommended the appointment of Mr. RichardFrancis Theknath Managing Director for the position of Chairman in addition to hiscurrent designation which was consequently approved by the Board of Directors at theirMeeting held on 21st October 2021.

Reappointment of Director retiring by rotation:

Pursuant to the provisions of section 152 of the Companies Act 2013the office of Mrs. Agnes F Theknath (DIN: 06394750)

Director is liable to retire by rotation at this Annual GeneralMeeting and being eligible she has offered herself for re-appointment. Accordingly theproposal for her re-appointment has been included in the Notice convening the AnnualGeneral Meeting of the Company.

During the year under review the non-executive Directors of theCompany had no pecuniary relationship or transactions with the Company other than sittingfees commission and reimbursement of expenses if any.

Cessation:

Mr. Prasad Prabhakar Gothivarekar resigned w.e.f. May 31 2021 as aChief Financial Officer (Key Managerial Personnel) of the Company. Mr. Mahesh Fogla wasappointed as the Chief Financial Officer w.e.f. June 15 2021 to fill the casual vacancycaused by the resignation of Mr. Prasad Prabhakar Gothivarekar but due to personalreasons he couldn't join the Company. Mr. Arvind Kumar Talan took over as the ChiefFinancial Officer of the Company w.e.f. October 21 2021.

Due to personal reasons Dr. Yasho Verdhan Verma resigned from theDirectorship of the Company w.e.f. 01.11.2021 who held office as an Independent Director.

Induction to the Board:

During the year under review the Board at their meeting's held on21.10.2021 & 10.11.2021 appointed Mr. Keki Cusrow Patel and Mr. Prakash ChandraSharma respectively as Additional Director's in the category of Independent Director fora period of five years on the recommendation of the Nomination & RemunerationCommittee. The names of the above appointed Independent Directors have been included inthe Data bank of Independent Directors at the Indian Institute of Corporate Affairs. Inaccordance with the provisions of Rule 6 of the Companies (Appointment and Qualificationsof Directors) Rules 2014 Mr. Prakash Chandra Sharma is exempted from appearing theonline proficiency self-assessment test conducted by the Institute however Mr. KekiCusrow Patel is required to pass the test within a period of 2 years from the date oninclusion of name in the databank.

In the opinion of the Board the appointment of Mr. Keki Patel wouldbe of immense benefit to the Company based on his experience of thirty-two years incommercial aviation having headed the airfreight division at Singapore Airlines Cargo andEmirates SkyCargo. The Board also opined that the expertise and rich experience of 37years that Mr. Prakash Sharma brings from the Banking and Finance sector shall help theCompany in shaping and planning its future prospects.

A brief resume of Directors seeking appointment/re-appointmentconsisting the nature of expertise in specific functional areas and name of companies inwhich they hold Directorship and/or membership/ chairmanships of committees of therespective Boards shareholding and relationship between Directorship inter-se asstipulated under Reg. 36(3) of the SEBI (LODR) Regulations 2015 are given in the sectionof notice of AGM forming part of the Annual Report.

The Board of Jet Freight is strong diverse upholds integrity andcomprises of strategic thinkers.

CREDIT RATING OF THE COMPANY:

In September 2021 your company received CRISIL BBB- /Negative(Reaffirmed) rating from CRISIL on the Long-Term Bank Facilities and CRISIL A3(Reaffirmed) on the Short-Term Bank Facilities. However in February 2022 India Ratings& Research Ratings revised the outlook on the various instruments of the Company andassigned a IND BBB-/Stable Reaffirmed on the Long Term Bank Facilities and IND A3(Reaffirmed) on the Short Term Bank Facilities by removal of the word"negative".

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

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

• Availing of Additional Working Capital Facility from DeutscheBank:

The additional facility of Rs. 4 Crores has been sanctioned by DeutscheBank for the working capital requirements of the Company looking at the growth perspectiveand increased operations.

• Availing Unsecured Loan from various NBFC's:

In order to meet the increasing need for working capital requirementthe Company has obtained unsecured loans of Rs. 20000000/- sanctioned by variousNBFC's.

VIGIL MECHANISM:

A fraud and corruption free environment in a Company is the objectiveand in view of that a Vigil Mechanism (Whistle Blower) Policy has been adopted by theBoard for Directors and employees which is uploaded on the website of the Company athttps://www.jfll. com/policies/ pursuant to the provisions of section 177(9) & (10) ofthe Companies Act 2013. No complaint of this nature has been received by the AuditCommittee during the year under review.

ANNUAL RETURN:

The Annual Return for FY 2021-22 as per provisions of the Act and Rulesthereto is available on the Company's website at https://www.jfll.com/wp-content/uploads/2022/06/MGT-7-Annual-Return-for-the-FY-2021-2022-1.pdf.

STATUTORY AUDITOR:

The Members of the Company at their 13th Annual General Meeting held onSeptember 12 2019 appointed M/s S. C. Mehra & Associates LLP (R. No. 106156W/W100305) Statutory Auditors of the Company for a further period of five years i.e.commencing from the conclusion of the 13th AGM till the conclusion of 18th Annual GeneralMeeting.

M/s. S. C. Mehra & Associates LLP has audited the book of accountsof the Company for the Financial Year ended March 31 2022 and have issued the Auditors'Report thereon. There are no qualifications or reservations or adverse remarks ordisclaimers in the said Report.

The report of the Statutory Auditors on Standalone & ConsolidatedFinancial Statements forms a part of the Annual Report. There are no specificationsreservations 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 duringthe year under review.

SECRETARIAL AUDITOR:

Section 204 of the Companies Act 2013 inter-alia requires every listedCompany to annex with its Board's report a Secretarial Audit Report given by a CompanySecretary in practice in the prescribed form. The Board appointed Parikh & Associates(Registration No. P1988MH009800) Practicing Company Secretaries as Secretarial Auditorto conduct Secretarial Audit of the Company for the FY 2021-2022 and their report isannexed to this report as 'Annexure-A'.

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

The Board has also appointed Parikh & Associates as SecretarialAuditor to conduct Secretarial Audit of the Company for FY 20222023.

INTERNAL FINANCIAL CONTROL WITH REFERENCE TO FINANCIAL STATEMENTS

The Company has adequate financial control procedure commensurate withits size and nature of business. These controls include well defined policies guidelinesstandard operating procedure authorization and approval procedures. The internalfinancial control of the Company is adequate to ensure the accuracy and completeness ofthe accounting records timely preparation of reliable financial information preventionand detection of frauds and errors safeguarding of the assets and that the business isconducted in an orderly and efficient manner.

DEPOSITS:

The Company has not invited/ accepted any deposits from the publicduring the year ended March 31 2022. Hence there were no unclaimed or unpaid deposits ason March 312022.

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

During the year under review there has been no such significant andmaterial orders passed by the regulators or courts or tribunals impacting the goingconcern status and Company's operations in future.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

The Company has in place a CSR policy which provides guidelines toconduct CSR activities of the Company. The CSR policy is available on the website of theCompany https://www.jfll.com/policies/. During the year under review the Company hasspent an amount of Rs. INR 20000/- on CSR activities in the focused areas such as genderequality education aiding pregnant women through a Registered Trust named The SavedPearl Foundation. The Annual Report on CSR activities in terms of Section 135 of theCompanies Act 2013 ('Act') is annexed to this report (Annexure B).

THE NAMES OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITSSUBSIDIARIES JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE FINANCIAL YEAR 2021-2022:

The Company does not have any Subsidiaries Joint Ventures or Associatecompanies during the financial year 2021-2022 except for the WOS as mentioned above inthis report.

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the requirement under section 134(3)(c) of the CompaniesAct 2013 with respect to Directors' Responsibility Statement it is hereby confirmedthat:

(i) in the preparation of the annual accounts for the financial yearended 31st March 2022 the applicable accounting standards read with requirements set outunder Schedule III to the Act have been followed along with proper explanation relating tomaterial departures;

(ii) the Directors have selected such accounting policies and appliedthem consistently and made judgments and estimates that are reasonable and prudent so asto give a true and fair view of the state of affairs of the Company as at March 312022and of the profit and loss of the Company for that period;

(iii) the Directors have taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of theCompanies Act 2013 for safeguarding the assets of the Company and for preventing anddetecting fraud and other irregularities;

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

(v) the Directors have laid down internal financial controls to befollowed by the Company and that such internal financial controls are adequate and wereoperating effectively.

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

RISK MANAGEMENT:

The Company has developed and implemented on voluntary basis a RiskManagement Policy which identifies and monitors major risks which may threaten theexistence of the Company. The same has also been adopted by our Board and is also subjectto its review from time to time. Risk mitigation process and measures have been alsoformulated and clearly spelled out in the said policy.

INDEPENDENT DIRECTORS' DECLARATION:

The Company has received the necessary declaration from eachIndependent Director in accordance with Section 149(7) of the Act and Regulations 16(1)(b)and 25(8) of the SEBI Listing Regulations that he/she meets the criteria of independenceas laid out in Section 149(6) of the Act and Regulations 16(1)(b) of the SEBI ListingRegulations.

In the opinion of the Board there has been no change in thecircumstances which may affect their status as Independent Directors of the Company andthe Board is satisfied with their integrity expertise and experience.

COMPANY'S POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION INCLUDINGCRITERIA FOR DETERMINING QUALIFICATIONS POSITIVE ATTRIBUTES INDEPENDENCE OF A DIRECTORAND 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 andRemuneration Committee and Board is followed by the Company on remuneration of Directorsand Senior Management employees as required under Section 178(3) of the Companies Act2013 and Rule 6 of the Companies (Meetings of Board and its Powers) Rules 2014. ThePolicy aims at attracting and retaining high caliber personnel from diverse educationalfields and with varied experience to serve on the Board for guiding the Management team toenhanced organizational performance.

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

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

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

The particulars of material contracts or arrangements made with relatedparties referred to in section 188(1) of the Companies Act 2013 in the prescribed formAOC-2 is appended as ‘Annexure C' to the Boards' Report.

PARTICULARS OF EMPLOYEE:

Details in terms of the provisions of Section 197 of the Companies Act2013 read with Rule 5(1) of the Companies (Appointment and Remuneration) Rules 2014 thenames and other particulars of the employee are appended as 'Annexure D' to theBoards' Report.

In terms of the provisions of Section 197(12) of the Act read withRules 5(2) and 5(3) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 a statement showing the names and other particulars of employeesdrawing remuneration in excess of the limits set out in the said Rules forms part of thisreport is annexed herewith as 'Annexure D'.

CORPORATE GOVERNANCE REPORT

Jet Freight is one of the leading freight forwarders today offeringcomplete logistics solutions. The vision of the Company is to be a growth-oriented companyby becoming the indisputable choice in total logistics management and serving the globalcustomer by adhering to the corporate governance norms and creating value for ourstakeholders.

Meetings and Committees of the Board:

During the Financial Year 2021-2022 the Board of Directors met Sixtimes viz. on May 25 2021; July 06 2021; July 28 2021; October 21 2021; November 102021 and February 14 2022.

The Committees of the Board usually meet on the day of the Boardmeeting or whenever the need arises for transacting business. Details of the compositionof the Board and its Committees as well as details of Board and Committee meetings heldduring the year under review and Directors attending the same are given in the CorporateGovernance Report forming part of this Report.

Pursuant to the migration of Jet Freight from NSE Emerge Platform tothe Main Board of NSEIL & BSE Limited for the very first time the Company presentsits report on Corporate Governance in accordance with the Regulation 34 of the SEBI(LODR) Regulations 2015 ensuring that we follow the corporate governance guidelines anddiligently follow best corporate practices.

The particulars of disclosures on the Corporate Governance Report alongwith the Certificate from a Practicing Company Secretary certifying compliance withconditions of Corporate Governance required under Section C of Schedule V of SEBI (LODR)Regulations 2015 is annexed herewith as 'Annexure E' and forms part of thisReport.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGEEARNINGS AND OUTGO:

The information under Section 134(3)(m) of the Companies Act 2013 readwith Rule 8(3) of the Companies (Accounts) Rules 2014 for the year ended March 31 2022is 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 Conservationof Energy and has taken several measures including regular monitoring of consumptionimplementation of viable energy saving proposals improved maintenance of systems etc.

ii) The steps taken by the Company for utilizing alternate sources ofenergy: 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 reductionproduct development or import substitution: Nil

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

a) the details of technology

b) the year of Import Nil

c) whether the technology been fully absorbed

d) If not fully absorbed areas where this has not taken place reasonstherefore and future plan of action

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

C. Foreign Exchange Earnings and Outgo:

(Figures in Rupees)

Particulars 2021-2022 2020-2021
Foreign Exchange Earnings 76713525 36516631
Foreign Exchange outgo 84296198 21376733

FORMAL ANNUAL EVALUATION MADE BY THE BOARD OF 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 annualevaluation needs to be conducted by the Board of its own performance and that of itscommittees and individual Directors. Schedule IV to the Companies Act 2013 states that theperformance evaluation of Independent Directors shall be done by the entire Board ofDirectors excluding the Director being evaluated.

The Board based on evaluation criteria recommended by the 'Nominationand Remuneration Committee' and 'Code for Independent Directors' evaluated the performanceof Board members.

The Board after due discussion and taking into consideration of thevarious aspects such as Knowledge and skills Competency Financial literacy Attendanceat the Meeting Responsibility towards the Board Qualifications Experience Fulfillmentof functions assigned to him Ability to function as a team Initiative Availability &Attendance Commitment Contribution; expressed their satisfaction with the evaluationprocess 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 withinits Registered Office and its Branches. The Company has in place a policy against SexualHarassment in line with the requirements of the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013. Internal Complaint Committees is set upto redress complaints if received and are monitored on regular basis. During the yearunder review the Company did not receive any complaint regarding sexual harassment.

SECRETARIAL STANDARDS:

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

AWARDS & RECOGNITIONS:

Your Company has a long list of Awards and Recognition from theAirlines during its long legacy of three decades. The Company has been felicitated atvarious forums by valuable stakeholders in the business. To highlight a few of JetFreight's awards and recognitions we have listed some certificates below:

Sr. Awarded by No. Awarded name Year
1. Celebi Delhi Cargo Terminal Management India Pvt Ltd Celebi Perishable Freight Forwarder of the year 2021 2021
2. Air Cargo Club of Bombay Winners at Tennis Ball Cricket Tournament 2022 2022
3. Transformance Forum Diversified Logistics Company 2022
4. Emirates SkyCargo Air Cargo India 2022 - For 5th maximum shipment given to Emirates 2022
5. Stat Times Award International Freight Forwarder of the Year - Region India 2022
6. Emirates SkyCargo Certificate of Appreciation for revenue contribution & support. 2021-2022

ACKNOWLEDGEMENTS

The Directors regret the loss of life due to CoVID-19 pandemic and aredeeply grateful and have immense respect for every person who risked their life and safetyto fight this pandemic.

Your Directors take this opportunity to place on record theirappreciation and sincere gratitude to the Government of India Government of MaharashtraBankers to the Company the Airlines customers its employees/consultants for theirvaluable support and look forward to their continued co-operation in the years to come.

Your Directors acknowledge the support and co-operation received fromthe 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 Theknath
Chairman & Managing Director
DIN: 01337478
Place: Mumbai
Dated: 10.06.2022

.