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Jet Freight Logistics Ltd.

NSE:JETFREIGHTSM  |  58888:  |  IND:Warehousing/Supply Chain/Road Transport  |  ISIN code:INE982V01017  |  SECT:Logistics

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You can view full text of the Director's Report for Jet Freight Logistics Ltd.
Director Report
Mar 2018

Dear Members,

The Directors have pleasure in presenting this 12th Annual Report on the affairs of the Company together with the Audited Statement of Accounts for the Financial Year ended on 31st March, 2018.

FINANCIAL HIGHLIGHTS/PERFORMANCE OF THE COMPANY:

The financial results for the year ended 31st March, 2018 and the corresponding figures for the last year are as under:-

(Rs. in lakhs)

Particulars

Financial Year 2017-2018

Financial Year 2016-2017

Total Income (Gross)

25281.98

19400.58

Less expenses

24149.93

18497.31

Profit before interest, Depreciation and Tax

1132.05

903.27

Less : Interest

274.45

226.71

Profit before Depreciation and Tax

857.6

676.56

Less Depreciation

79.26

65.69

Profit before Tax

778.34

610.87

Less : Provision for Taxation

253.40

222.02

Profit after Tax

524.94

388.85

Add: Balance B/F from previous Year

566.20

259.32

Less: Income Tax Adjustments of prior years

9.47

81.97

Amount Available for Appropriation

1081.66

566.20

APPROPRIATIONS:

Transfer to General Reserve

Nil

Nil

Balance carries to Balance Sheet

1081.66

566.20

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 general expectation is that the outlook for air freight over the next five years will be supported by a brighter economic and trade backdrop than what was seen between 2012 and 2017. Having accelerated in 2017, global GDP growth is expected to remain relatively robust over the next five years.

The International Monetary Fund (IMF) forecasts real GDP growth to average 3.1 percent between 2018 and 2022, compared with 2.8 percent during the previous five years. Global goods trade is also forecasted to grow more quickly than it did in the 2012 to 2017 period, with the IMF forecasting global goods trade growth to average 3.9 percent between 2018 and 2022, up from 3.1 percent.

SNAP SHOT OF KEY FINANCIAL PARAMETERS:

Particulars

2017-18

2016-17

Growth in Revenue (%)

30

4.88

Growth in PAT (%)

4

307

Return on Equity(%)

25

27

Gearing Ratio (TIMES)

1.40

1.90

Interest Coverage Ratio (TIMES)

4

3

During the Financial Year ended March 31, 2018, the company has managed to cross over a biggest hurdle in terms of newly introduced indirect tax reforms i.e GST. Due to the introduction of GST, there was a pressure on the company’s working capital and consequently cost became associated with it.

However the company EBIDTA margins have remained flat but having said that the EBIT has shown a marginal growth of 7% YoY basis.

Overall, the PAT margin has also grown marginally @4% YoY basis.

There was headwinds in the business due to the overall adverse impact of GST on freight forwarding industry. From a 100% exemption under the erstwhile service tax regime the Air freight was brought under 18% tax rate under the GST, which resulted in higher working capital requirement for the exporters and the consequential demand from the exporters for price reduction in freight.

TONNAGE IMPROVEMENT:

Your company carried 39,241 tonnes in the Financial Year 2017- 2018 as compared to 34,855 tonnes in the Financial Year 2016-2017. There is a 12.58% growth in tonnage as compared to the previous year.

The Domestic cargo business started by Jet Freight during the year started off with a good tonnage accumulation of 1000 tonnes in the maiden year of its operations. The total revenue clocked by the division is Rs. 4.37 CR for a period of nine months.

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. Interest rate was also revised from 10.5% to 9.7% during the year based on better credit appraisal by the bank. Kotak Mahindra Bank Limited is also 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 2017-2018.

DIVIDEND:

During the Financial Year, the Directors have not recommended any divided, to strengthen the financial position of the company.

PREFERENTIAL ISSUE:

The Company issued 3,50,000 equity shares of Rs. 10/- each at a price of Rs. 80/- per equity share (including a share premium of Rs. 70/- per equity share) aggregating to Rs. 2,80,00,000 (Two Crores Eighty Lakhs Only) on preferential basis by approving in the Board Meeting held on August 04, 2017 & in the Extra-Ordinary General Meeting held on August 31, 2017. The shares were allotted to such allottees on September 13, 2017.

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.

CORPORATE SOCIAL RESPONSIBILITY:

This is the first year of Jet Freight for conducting CSR activities in the focused areas such as gender equality, education, aiding pregnant women through a Registered Trust named The Saved Pearl Foundation as the provisions of the Section 135 of the Companies Act, 2013 became applicable to the Company.

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 spent 5.86 lakhs on CSR activities. 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 2017-2018, the Committee met one time viz. on March 15, 2018.

DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL:

- The Composition of Board of Directors and the details of Key Managerial Personnel for the Financial Year 2017-2018 are as follows:

Sr. No.

Name of the Person

Category

With effect from and Tenure

1

Mr. Richard F Theknath

Managing Director & Key Managerial Personnel

20.06.2016 - for a period of 5 years

2

Mr. Dax F Theknath

Whole-Time Director & Key Managerial Personnel

20.06.2016 - for a period of 5 years

3

Mrs. Agnes F Theknath

Non -Executive Director

26.09.2012

4

Mr. Nikhil Sunil Arya

Independent Director

25.07.2016 - for a period of 5 years.

5

Mr. Cypriano Savio Fernandes

Independent Director

29.05.2017- for a period of 5 years.

6

Mr. Pankaj Gupta Kumar

Independent Director

Resigned wef 15.06.2017.

7

Mr. Jabir S Contractor

Chief Financial Officer (Key Managerial Personnel)

25.07.2016 - for a period of 5 years.

8

Ms. Shraddha P Mehta

Company Secretary & Compliance Officer (Key Managerial Personnel)

19.07.2016

9

Jet Clearing Forwarding & Shipping Agent

Related Party

AACFJ5659A

10

Rex Quality Products Private Limited

Related Party

AAFCC7118P

11

Jet Logistix (OPC) Private Limited

Related Party

AADCJ8246M

- Retire by Rotation:

Pursuant to the provisions of section 152 of the Companies Act, 2013, the office of Mr. Dax F Theknath, (DIN: 01338030) Director is liable to retire by rotation at this Annual General Meeting, and being eligible, he has offered himself for re-appointment. Accordingly, the proposal for his 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. Pankaj Gupta Kumar stepped down as Independent Director of the Company with effect from 15.06.2017.

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

- Appointment:

Based on the recommendations of the NRC, the Board of Directors appointed Mr. Cypriano Savio Fernandes as Independent Director for a period of 5 years with effect from May 29, 2017 alongwith the approval of the shareholders at their Annual General Meeting held on August 12, 2017.

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 has 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 Director

Status

Nature of Directorship

Mr. Cypriano Savio Fernandes

Chairman

Independent Director

Mr. Nikhil Sunil Arya

Member

Non-Executive & Independent Director

Mrs. Agnes Francis Theknath

Member

Non-Executive Director

The term of reference of Audit Committee includes:

- Oversight of the Company’s financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible,

- Recommendation for appointment, remuneration and terms of appointment of auditors of the Company,

- Reviewing and monitoring the auditor’s independence and performance, and effectiveness of audit process,

- Scrutiny of related party transactions and inter-corporate loans and investments,

- Reviewing the adequacy of internal audit function

- Reviewing with the management, the annual financial statements and auditor’s report thereon before the same are forwarded to the board for approval, with primary focus on;

i. Matters required to be included in the director’s responsibility statement to be included in the board’s report in terms of clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013,

ii. Changes, if any, in accounting policies and practices and reasons for the same,

iii. Significant adjustments made in the financial statements arising out of audit findings,

iv. Disclosure of any related party transactions,

v. Modified opinion(s) in the draft audit report.

During the Financial Year 2017-2018, the Audit Committee of the Board of Directors met Five times viz. On 26.04.2017, 29.05.2017, 05.10.2017, 13.11.2017, 27.03.2018.

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. The defined terms of reference for the Nomination & Remuneration Committee are as follows;

- Formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the board of directors a policy relating to, the remuneration of the directors, key managerial personnel and other employees of the Company;

- Formulation of criteria for evaluation of performance of independent directors and the board of directors of the Company;

- Devising a policy on diversity of Board of Directors;

- Identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, and recommend to the board of directors their appointment;

- Whether to extend or continue the term of appointment of the independent director, on the basis of the report of performance evaluation of independent directors.

Composition of Nomination and Remuneration Committee:

Name of the Director

Status

Nature of Directorship

Mr. Cypriano Savio Fernandes

Chairman

Independent Director

Mrs. Agnes Francis Theknath

Member

Non-Executive Director

Mr. Nikhil Sunil Arya

Member

Non-Executive & Independent Director

During the Financial Year 2017-2018, the Nomination and Remuneration Committee of the Board of Directors met Two times viz. on 29.05.2017 and 27.03.2018.

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 Director

Status

Nature of Directorship

Mrs. Agnes Francis Theknath

Chairperson

Non-Executive Director

Mr. Cypriano Savio Fernandes

Member

Independent Director

Mr. Dax Francis Theknath

Member

Whole-Time Director

The Stakeholder’s Relationship Committee shall oversee all matters pertaining to investors of our Company.

The Committee had delegated the power of Share Transfer to Registrar and Transfer Agent, who processes the transfers. The Committee also considers and resolves the grievances of the security holders of the listed entity including complaints related to transfer of shares, non-receipt of annual report and non-receipt of declared dividends and looks after the performance of the Registrar and Transfer Agent of the Company and recommends measures for overall improvement in the quality of investor services.

During the Financial Year 2017-2018, the Stakeholder’s Relationship Committee of the Board of Directors met Two times viz. on 29.05.2017 and 13.11.2017.

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 Director

Status

Nature of Directorship

Mr. Dax Francis Theknath

Chairman

Whole-Time Director

Mr. Cypriano Savio Fernandes

Member

Independent Director

Mr. Nikhil Sunil Arya

Member

Independent Director

The term of reference of CSR Committee includes:

a. Formulate CSR policy, inter-alia in compliance with section 135 of the Companies Act, 2013 and schedule VII thereof and the Companies (Corporate Social Responsibility Policy) Rules, 2014 and any other applicable provisions, as prescribed and amended from time to time.

b. Identify and recommend to the Board, from time to time, the activities/ projects in line with such CSR policy.

c. Recommend to the Board an amount of expenditure to be incurred on the activities as per CSR Policy.

d. Put and institute the transparent monitoring mechanism to review the implementation status of each activities/ project.

e. Recommend to the Board, modifications to the CSR policy as and when required.

f. Formulate a CSR Management Committee, if required to monitor the approved CSR activities, spending thereon from time to time with a robust and transparent governance structure to oversee the implementation of CSR Policy.

g. Monitor the compliance of Corporate Social Responsibility Policy from time to time.”

During the Financial Year 2017-2018, the Corporate Social Responsibility Committee of the Board of Directors met once viz. on 15.03.2018.

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

MATERIAL CHANGES BETWEEN END OF FINANCIAL YEAR AND THE DATE OF THE BOARDS 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 -:

- INCORPORATION OF WOS IN DUBAI:

The Company incorporated Wholly Owned Subsidiary named as Jet Freight Logistics FZCO in Dubai Airport Freezone (DAFZA) to undertake the activity of Air Cargo Services. The Declared Share Capital would be AED Ten thousand (AED 10,000/-) divided into Ten shares of AED Thousand (AED 1000/- each) of that WOS Company.

- AVAILMENT OF ADDITIONAL WORKING CAPITAL FACILITY FROM STATE BANK OF INDIA :

The company has gone for multi banking arrangement in view of its increase working capital requirements. In line with that additional facility of Rs. 9.90 CR has been sanctioned by State Bank of India. This would help the company in funding its future growth.

- CHA LICENSE:

The Company would start using the License under the name of “Jet Freight Logistix (OPC) Private Limited issued on 02.05.2018. This would hence result in savings of cost in terms of CHA activities in future.

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. During the year, the Company received 1 whistleblower complaint which was investigated and appropriate action was taken.

EXTRACT OF THE ANNUAL RETURN IN FORM MGT-9:

Pursuant to section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014 is annexed herewith in Annexure-A.

SUBSIDIARY COMPANY:

As on March 31, 2018, there were no subsidiaries of the company, hence this clause is not applicable.

REGISTERED OFFICE:

In terms of the provisions of section 12 of the Companies Act, 2013 and the rules made thereunder, the registered office of the Company shifted to its corporate office-C/706, Pramukh Plaza, Opp. Holy Family Church, Chakala, Andheri East, Mumbai-400099 with effect from November 13, 2017.

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, 2018 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, M/s. S. C. Mehra & Associates has confirmed that they are eligible to continue as Statutory Auditors of the Company to audit the books of accounts of the Company for the Financial Year ending March 31, 2019 and accordingly M/s. S. C. Mehra & Associates will continue to be the Statutory Auditors of the Company for the Financial Year ending March 31, 2019.

AUDITORS’S REPORT:

The report of the Statutory Auditors on Standalone 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 2017-18 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 2018-19.

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, 2018. Hence, there were no unclaimed or unpaid deposits as on March 31, 2018.

SIGNIFICANT AND MATERIAL 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 2017-2018, the Board of Directors met six times viz. on 29.05.2017, 04.08.2017, 13.09.2017, 13.11.2017, 28.02.2018 and 27.03.2018.

THE NAMES OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE FINANCIAL YEAR 2017-2018:

The Company does not have any Subsidiaries, Joint Ventures or Associate companies during the financial year 2017-2018.

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, 2018, 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, 2018 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.

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

The Company has received necessary declarations from Mr. Nikhil Sunil Arya and Mr. Cypriano Savio Fernandes, 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, 2018 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 absorbed

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:

FORMAL ANNUAL EVALUATION MADE BY THE BOARD OF ITS OWN PERFORMANCE AND THAT 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 towards the Board, Qualifications, Experience, Fulfillment of functions 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.

REVIEW OF A STATEMENT ON THE USAGE OF THE PROCEEDS OF THE ISSUE:

Pursuant to Reg. 32 of SEBI (Listing Obligation & Disclosure Requirements) Regulations, 2015, Our Company have submitted the below statement on half yearly basis to National Stock Exchange of India Limited (NSEIL) after reviewing it in Audit Committee, indicating utilization of the proceeds of the preferential issue.

The statement below, indicates that the issue proceeds have been fully utilized and the purposes for which these proceeds were raised has been achieved. The Objects of the Issue in terms of the Letter of Offer filed, is to meet the Working Capital Requirements. The proceeds of the issue has not been used for the purposes or objects other than those mentioned in the offer document or prospectus of the company.

(Amount in Rupees)

Particulars

Amount

Amount Received as Proceeds of the Preferential Issue

2,80,00,000

Less: Usage of the balance proceeds for the purpose of Working Capital for the period 08.09.2017 (Date of the proceeds getting credited into the Bank Account) to 30.09.2017 (First half of the Financial Year)

1,20,00,000

Proceeds Balance

1,60,00,000

Less: Usage of the balance proceeds for the purpose of Working Capital for the period 01.10.2017 to 31.03.2018

(Second half of the Financial Year)

1,60,00,000

Proceeds Balance

Nil

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 2017-18, a list is as given below:

Sr. No.

Airline

Awarded for

Year

1

Air-India Cargo

Certificate of Excellence (International), Western Region

2017

2

Air-India

Award of Excellence, International Cargo In recognition of exceptional performance.

2017

3

ISFP {Indian Society of Floriculture Professionals}

Excellent Contribution to the Sector

2017

4

Oman Air Cargo

Certificate of Appreciation

2017

5

The Stat Tradetimes

International Award for Excellence in Air Cargo Freight Forwarder of the Year Region-India

2018

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

Airline

FY 2017-2018 (tonnes)

FY 2016-2017 (tonnes)

Growth in Volumes

Jet Airways

15222

8916

70.73%

Air India Ltd.

6484

6408

1.19%

Saudi

2958

2902

1.93%

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

CONSEQUENCE OF INTRODUCTION OF GST :

During the F/Y 2017-18 government came out with a revolutionary reform under indirect taxation with the introduction of GST. With the introcution of GST on Air freight @18% whereas fully exempted under erstwhile Day Sales Outstanding (DSO) Service Tax regime, affected the company’s business adversely. The working capital cycle of the company got streched due to nonreceipt of GST refund by the exporters who inturn delayed payment to the company. With due co-operation from the bankers the tight liquidity siutation of the company could be managed. However the company ended up with increased DSO as compred to previous financial year. Consequently financing cost also increased to managed the elongated working capital cycle.

However vide notification the GST counsil withdrew the GST on air freight till September, 2018 and its further levy shall be decided thereafter.

- GLOBAL CRISIS IN TERMS OF SPIKE IN OIL PRICES AND CURRENCY DEPRCIATION:

The fall in the oil prices in the previous year and a weak dollar in F/Y 2017-18 got reversed and as result of this it became head wind for the industry as against the same being tail wind in the previous year.

- FUTURE BUSINESS PROSPECTS:

The approx. market size of Air Cargo industry in India is 2.6 MN tonnes. Further India’s air cargo industry is expected to handle 2.8 MN tons of cargo by 2018-19 with CAGR of 5.5 %. The Government of India has announced 100% tax exemption for airport projects for next 10 years and this would give substantial boost to development of airports in Tier II and Tier III cities.

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.

The general expectation is that in the short term, the outlook for air freight over the next five years will be supported by a brighter economic and trade backdrop than what was seen between 2012 and 2017. Having accelerated in 2017, global GDP growth is expected to remain relatively robust over the next five years.

The International Monetary Fund (IMF) forecasts real GDP growth to average 3.1 percent between 2018 and 2022, compared with 2.8 percent during the previous five years. Global goods trade is also forecast to grow more quickly than it did in the 2012 to 2017 period, with the IMF forecasting global goods trade growth to average 3.9 percent between 2018 and 2022, up from 3.1 percent

- 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.

Distributing all of these vastly different products overnight or within two-day time frames is forcing many air cargo companies to adapt to a new business model. Success in this sector hinges not only on the ability to adjust to changing customer requirements but also to compete effectively with customers that rely on the significant belly space of wide body passenger fleets.

The air cargo segment is a wide-ranging industry with various types of operators, each filling a particular niche of freight demand. As the market changes with less international trade and more regional delivery, these niches may evolve as well.

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 fleet size 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

Place: MUMBAI Richard Theknath Dax Theknath

Dated: 29.05.2018 Managing Director Whole-time Director

DIN :01337478 DIN:01338030

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