Jagson Airlines Management Discussions


INDUSTRY STRUCTURE & DEVELOPMENT

India is one of the fastest growing markets in the world. Our Company is engaged in the aviation industry mainly in the field of Passenger transport. The civil aviation sector has played an important role in Indias economy. It provides fast and reliable mode of transport across the Globe and is particularly important for many areas / places which are not still connected by Rail or Road. With increasing globalization, this sector will play a more significant role in integrating the Indian economy with the rest of the world.

The scene has changed drastically. The Indian middle class consumer is now dazzled by an array of airlines offering lower fares and new aircraft and striving for better services. The increase in demand for air transport depends on a number of factors, which include rate of growth of the economy and fall in real prices of air services. The Airlines operate at competitive margins. The utilization of capacity becomes another important factor for determining the viability of air operators. The Air Transport plays its role in accordance with its comparative advantage and it is necessary to remove the bottlenecks affecting the Aviation Sector. Fuel is the largest component of cost of Airline Sector.

Domestic Air Travel has turned costlier for Passengers in India. The recent wave of Air Fare hikes happened with Indian Oil increasing aviation turbine fuel prices. The fare hikes in many routes, even though the pricing of Aviation Turbine Fuel (ATF) is now on import parity basis, the rate applicable for domestic operations continue to be significantly higher than that of international operations. The high ATF cost for domestic air transport increases the cost of operation and makes it unlivable even in areas where it has comparative advantage over other modes of transport. Any hike in aviation turbine fuel prices immediately impacts airline operations.

OPPORTUNITIES

The company is having experience and infrastructure in Aviation business

CHALLENGE & COMPETITION

Jagson Airlines Limited faces normal market competition from Public sector Airlines. The Public Sector Airlines Companies are taking advantage of network in whole country and the benefits available from the Government. Company is also facing challenges and competition from new entrance from Private Sector, who may introduce Aircrafts with bigger capacities. However Company is gearing up its operation to deal with the risks involved in this Sector.

ENERGY CONSERVATION

Company is paying full attention for conserving of fuel and its utilization rate in the aircrafts. Consumption rate of fuel in aircrafts are maintained near to rates prescribed by manufacturers of aircraft and prevailing for aircrafts flown worldwide.

FOREIGN EXCHANGE EARNED

During the period under review, your Company has not earned any Foreign Exchange.

HUMAN RESOURCES

Industrial Relations were cordial & peaceful during the year. The Directors wish to place on record the contribution and cooperation made by all Employees to deal with a difficult period, its Customers and other Persons, Institutions for making their favorable support associated with the Company had passed through last year.

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

The current policy is to have a balanced mix of executive and non-executive Independent Directors to maintain the independence of the Board, and separate its functions of governance and management. As on 31/03/2018, the Board comprises of 4 Directors, of which 1 is Chairman cum Managing Director, 2 are independent Directors and 1 is Executive/Women and Promoter-Director

The policy of the Company on directors appointment, including criteria for determining qualifications .positive attributes and other matters as required by the sub-section (3) of Section 178 of the Companies Act,2013. The remuneration paid to the Directors is in accordance with the remuneration policy of the Company.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received necessary declaration from each of the Independent Directors, under Section 149(7) of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

BOARD EVALUATION

The Board carried out an annual performance evaluation of its own performance, the Independent Directors individually as well as the evaluation of the working of the Committees of the Board. The performance evaluation of all the Directors was carried out by the Nomination and Remuneration Committee. The performance evaluation of the Chairman and Non- Independent Directors was carried out by the Independent Directors.

SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s. Bibhabasu Chakraborty & Co, a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The report of the Secretarial Audit carried out is annexed herewith as Annexure - VI. The report does not contain any observation or qualification requiring explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.

RELATED PARTY TRANSACTIONS

All related Party Transactions (RPT) that were entered into during the financial year were on arms length basis and in the ordinary course of business. The details of the same has been annexed as Annexure - III with this report.

CHANGE IN ACCOUNTING POLICIES

Previous year figures have been re-arranged/re-grouped/re-cast, whenever it was necessary, so that figure of the current year may become comparable with the previous year figures.

Management Discussion and Analysis forms part of the Directors Report which is posted to the Members of the Company.

CAUTIONARY STATEMENT

Statements made in Management Discussion and Analysis stating Companys projection estimate may please be read as statements made within applicable Laws and Regulations and actual results may differ from those expressed. The actual results depends on different factors like prevailing economic situation in world economy and its impact on Indian Economy, Inflation, Government Policies, Market and Supply Conditions, Tax Laws & other Statutes, which may be applicable from time to time.

For & on behalf of the Board of Director of JAGSON AIRLINES LIMITED

Jagdish Pershad Gupta

Chairman

Place: New Delhi Date: 4th December, 2020

CERTIFICATE OF MANAGING DIRECTOR ON CODE OF CONDUCT AS PER CLAUSE D OF SCHEDULE V OF SEBI (Listing Obligations and Disclosure Requirements), REGULATIONS, 2015

As provided under Regulation 26(23) of the SEBI (Listing Obligations and Disclosure Requirements), REGULATIONS, 2015, the Board member and the senior management personnel have confirmed compliance with the Code of Conduct for the coming years.

For & on behalf of the Board of Director of JAGSON AIRLINES LIMITED

Jagdish Pershad Gupta

Chairman

Place: New Delhi Date: :4th December, 2020

AUDITORS CERTIFICATE ON COMPLIANCE WITH THE CONDITIONS OF CORPORATE GOVERNANCE UNDER AS PER CLAUSE E OF SCHEDULE V OF SEBI(Listing Obligations and Disclosure Requirements), REGULATIONS,

To,

The Members of Jagson Airlines Limited,

1. We have examined the compliance of conditions of Corporate Governance by Jagson Airlines Limited for the year ended on 31st March, 2017 as stipulated Regulation 27(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 of the said Company with the stock exchanges in India.

2. The Compliance of conditions of Corporate Governance is the responsibility of the management. Our examination was limited to procedures and implementation(s) thereof, adopted by the Company for ensuring the compliance of the conditions of the Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of the Company.

3. In our opinion and to the best of our information and according to the explanations given to us, we certify that the Company has complied with the conditions of Corporate Governance as stipulated in the above mentioned Listing Agreement.

4. We state that no investor grievances are pending for a period exceeding one month against the company as per the records maintained by the Investors Grievance Committee.

5. We further state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness with which management has conducted the affairs of the company.

For MADAN JHA & ASSOCIATES Chartered Accountants Firm Registration No.: 016288N) Madan Jha

 

Proprietor (Membership No.: 097041)

Place: New Delhi Date: 29/05/2020C

Annexure I FORM NO. MGT 9 EXTRACT OF ANNUAL RETURN As on financial year ended on 31.03.2018

Pursuant to Section 92 (3) of the Companies Act, 2013 and rule 12(1) of the Company (Management & Administration) Rules, 2014.

I. REGISTRATION & OTHER DETAILS:

1. CIN L63040HP1994PLC019011
2. Registration Date 03/01/1994
3. Name of the Company JAGSON AIRLINES LIMITED
4. Category/Sub-category of the Company Aviation Industry
5. Address of the Registered office & contact details 18B SDA COMPLEXKASUMPTI, SHIMLA, HIMACHAL PRADESH-171009
6. Whether listed company Yes
7. Name, Address & contact details of the Registrar & Transfer Agent, if any. RCMC Share Registry P. Ltd. RCMC Share Registry P. Ltd. B-25/1, Okhla Industrial Area, Phase-2,Near Rana Motors, Delhi -110020

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY (All the business activities contributing 10 % or more of the total turnover of the company shall be stated)

S. No. Name and Description of main products / services NIC Code of the Product/service % to total turnover of the company
1 Aviation 99642410 0.00

III. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY (All the business activities contributing 10 % or more of the total turnover of the company shall be stated)

SN Name and Description of main products / services NIC Code of the Product/service % to total turnover of the company
1 Nil - 0.00

IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity) (A) Category-wise Share Holding

Category of Shareholders

No. of Shares held at the beginning of the year[As on 31-March-2020]

No. of Shares held at the end of the yearfAs on 31- March-2019]

% Change during the year
Demat Physical Total % Of Total Share s Demat Physical Total % Of Total Shares
A. Promoters
(1) Indian
a) Individual/ HUF 4,39,169 100 4,39,169 99.97 4,39,069 100 4,39,169 02.18 0.00
b) Central Govt 0 0 0 0 0 0 0 0 0.00
c) State Govt(s) 0 0 0 0 0 0 0 0 0.00
d) Bodies Corp. 1,39,82,366 4500 1,39,86,866 99.96 1,39,82,366 4500 1,39,86,866 69.35 0.00
e) Banks / FI 0 0 0 0 0 0 0 0 0.00
f) Anv other 0 0 0 0 0 0 0 0 0.00
Total shareholding of Promoter (A) 1,44,21,435 4600 1,44,26,035 99.96 1,44,21,435 4600 1,44,26,035 71.53 0.00
B.Public Shareholding
1. Institutions 0 0 0 0 0 0 0 0 0.00
a) Mutual Funds 0 0 0 0 0 0 0 0 0.00
b) Banks /FI 0 0 0 0 0 0 0 0 0.00
c) Central Govt 0 0 0 0 0 0 0 0 0.00
d) State Govt(s) 0 0 0 0 0 0 0 0 0.00
e) Venture Capital Funds 0 0 0 0 0 0 0 0 0.00
f) Insurance Companies 0 0 0 0 0 0 0 0 0.00
a) Fils 0 0 0 0 0 0 0 0 0.00
h) Foreign Venture Capital Funds 0 0 0 0 0 0 0 0 0.00
i) Others (specify) 0 0 0 0 0 0 0 0 0.00
Sub-total (B)(1):- 0 0 0 0 0 0 0 0 0.00
2. Non-Institutions
a) Bodies Corp. 161790 23,200 184990 0.92 2,48,843 23,200 2,, 11,509 01.05 1.15
i) Indian 0 0 0 0 0 0 0 0 0
ii) Overseas 0 0 0 0 0 0 0 0 0
b) Individuals 0 0 0 0 0 0 0 0 0
i) Individual shareholders holding nominal share capital up to Rs. 2 lakh 3035823 1313664 4349487 21.57 29,94,097 13,74,564 43,97,548 21.50 -0.11
ii) Individual shareholders holding nominal share capital in excess of Rs 2 lakh 832766 0.00 832766 4.13 679314 0.00 7,32,414 3.63 0.00
c) Others (specify)
Non Resident Indians 151231 223900 375131 01.86 1,46,534 2,32,400 3,82,7814 01.90 -1.32
Overseas Corporate Bodies 0 0.00 0 0 0 0 0 0 0
Foreign Nationals 0 0.00 0 0 0 0 0 0 0
Clearing Members 71 0.00 71 0 43,493 0 18,193 0.9 0.00
Trusts 500 0.00 500 0 500 0 500 0.00 0
Foreign Bodies - D R 0 0.00 0 0 0 0 0 0 0
Sub-total (BX2):- 40,99,081 16,43,864 57,42,945 71.37 41,12,781 16,27,164 57,42,945 28.47 -0.24
Total Public Shareholding (B)=(B)(1)+(B)(2) 40,99,081 16,43,864 57,42,945 71.37 41,12,781 1627,164 57,42,945 28.47 -0.24
C. Shares held by Custodian for GDRs & ADRs 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
Grand Total (A+B+C) 1,85,20,516 16,48,464 2,01,68,980 91.82 1,85,34,216 16,34,764 2,01,68,980 100.00 -0.07

B) Shareholding of Promoter-

S N Shareholders Name

Shareholding at the beginning of the year

Shareholding at the end of the year

% change in sharehold ing during the year

No. of Shares % of total Shares of the company %of Shares Pledged / encumbered to total shares No. of Shares % of total Shares of the company %of Shares Pledged / encumbered to total shares
1 JagdishPershad Gupta 4,24,729 2.94 0.00 4,24,729 2.94 0.00 0.00
2 Jagson International Limited 4,500 0.03 0.00 4,500 0.03 0.00 0.00
3 Jagson International Limited 1,39,82,366 96.92 0.00 1,39,82,36 6 96.92 0.00 0.00
4 Pradeep Gupta 100 0.0006 0.00 100 0.0006 0.00 0.00
5 Ravinder Hora 14,340 0.099 0.00 14,340 0.099 0.00 0.00

(C) Change In Promoters Shareholding (please specify, If there Is no change)

SI. No. Particulars

Shareholding at the beginning of the year

Cumulative Shareholding during the year

No. of shares % of total shares of the company No. of shares % of total shares of the company
At the beginning of the year 14426035 71.53 14426035 71.53
Date wise Increase / Decrease in Promoters Shareholding during the year specifying the reasons for increase / decrease (e.g. allotment /transfer / bonus/ sweat equity etc.): Nil Nil Nil Nil
At the end of the year 14426035 71.53 14426035 71.53

D) Shareholding Pattern of top ten Shareholders:(Other than Directors, Promoters and Holders of GDRs and ADRs): (E) Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders of GDRs and ADRs):

SI No. For Each of the Top 10 Shareholders

Shareholding at the beginning of the year

Cumulative Shareholding during the year

No. Of Shares % of total shares of the company No. of Shares % of total shares of the company
1 RACHHPAL KAUR BAINS
At the beginning of the year -01/04/2017 195349 0.97 195349 0.97
At the end of the year -31/03/2018 195349 0.97
2 SOMANI STOCK BROKING PVT.LTD.
At the beginning of the year -01/04/2017 68975 0.34 68975 0.34
At the end of the year -31/03/2018 68975 0.34
3 ANIUIT SINGH
At the beginning of the year -01/04/2017 65975 0.33 65975 0.33
At the end of the year -31/03/2018 65975 0.33
4 SABINA SRIVASTAVA
At the beginning of the year -01/04/2017 65852 0.33 65852 0.33
At the end of the year -31/03/2018 65852 0.33
5 ArunParapovil
At the beqinninq of the year -01/04/2017 58000 0.29 58000 0.29
12/08/2018 Transfer 981 0 58981 0.29
24/03/2017 Transfer 3000 0.01 61981 0.31
31/03/2017 Transfer 2510 0.01 64491 0.32
At the end of the year -31/03/2018 64491 0.32
6 RAMESH KUMAR SOMANI
At the beqinninq of the year -01/04/2017 50000 0.25 50000 0.25
At the end of the year -31/03/2018 50000 0.25
7 SEEMA DEVI BANSAL
At the beqinninq of the year -01/04/2017 48525 0.24 48525 0.24
At the end of the year -31/03/2018 48525 0.24
8 OPTIMA SECURITIES INDIA PVT LTD
At the beqinninq of the year -01/04/2017 46790 0.23 46790 0.23
At the end of the year -31/03/2018 46790 0.23
9 Ajay Gupta
At the beqinninq of the year -01/04/2017 42700 0.21 42700 0.21
12/08/2016 Transfer 8597 0.04 51297 0.25
02/09/2016 Transfer 100 0 51397 0.25
23/09/2016 Transfer 250 0 51647 0.26
02/12/2016 Transfer 50 0 51697 0.26
09/12/2016 Transfer 3 0 51700 0.26
At the end of the year -31/03/2018 51700 0.26
10 SIRISHA D A
At the beqinninq of the year -01/04/2016 39701 0.2 39701 0.2
At the end of the year -31/03/2017 39701 0.2

F) INDEBTEDNESS -Indebtedness of the Company including interest outstanding/accrued but not due for payment.

Secured Loans excluding deposits Unsecured Loans Deposits Total Indebtedness
Indebtedness at the beginning of the financial year
i) Principal Amount 0 0 0 0
ii) Interest due but not paid 0 0 0 0
iii) Interest accrued but not due 0 0 0 0
Total (i+ii+iii) 0 0 0 0
Change in Indebtedness during the financial year
* Addition 0 0 0 0
* Reduction 0 0 0 0
Net Change 0 0 0 0
Indebtedness at the end of the financial year
i) Principal Amount 0 0 0 0
ii) Interest due but not paid 0 0 0 0
III) Interest accrued but not due 0 0 0 0
Total (i+ii+iii) 0 0 0 0

V. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL-

 

A. Remuneration to Managing Director, Whole-time Directors and/or Manager: I. From Jagson Airlines Limited- for F.Y. 2019-20

SN. Particulars of Remuneration Name of MD/ WTD/ Manager WTD/Women Director Manager Total Amount
Mr. JagdishPershad Gupta, Chairman &Managing Director Ms. Ravinder Kaur Hora Nil
1 Gross salary 00 00 00 00
(a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961 00 00 00 00
(b) Value of perquisites u/s 17(2) Income-tax Act, 1961 00 00 00 00
(c) Profits In lieu of salary under section 17(3) Income- tax Act, 1961 00 00 00 00
2 Stock Option 00 00 00 00
3 Sweat Equity 00 00 00 00
4 Commission 00 00 00 00
- as % of profit
- others, specify...
5 Others, please specify - Insurance 00 00 00 00
Total 00 00 00 00
Ceiling as per the Act 00 00 00 00

Remuneration to other directors - for F.Y. 2019-20

SN Particulars of Remuneration

Name of Directors

Total Amount
Independent Directors Mr.Sardar Singh Mudgal Mr. Bhuvl Kant -
1 Fee for attending board committee meetings 00 00 00
2 Commission 00 00 00
3 Others- Consultancy Fees 00 00 00
Total 00 00 00
Total Managerial Remuneration 00 00 00
Overall Ceiling as per the Act 00 00 00

II. FromJagson International Limited (Holding Company):- for F.Y. 2019-20

SN. Particulars of Remuneration Name of MD/ WTD/Women Director Manager Total Amount
Mr. JagdishPershad Gupta, Chairman &Managing Director Ms. Ravinder Kaur Hora Nil
1 Gross salary 3,00,00,000 19,99,344 00 3,19,99,344
(a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961 3,00,00,000 19,99,344 00 3,19,99,344
(b) Value of perquisites u/s 17(2) Income-tax Act, 1961 00 00 00 00
(c) Profits in lieu of salary under section 17(3) Income- tax Act, 1961 00 00 00 00
2 Stock Option 00 00 00 00
3 Sweat Equity 00 00 00 00
4 Commission 00 00 00 00
- as % of profit
- others, specify...
5 Others, please specify - Insurance 00 2,00,000 00 2,00,000
Total 3,00,00,000 21,99,344 00 3,21,99,344
Ceiling as per the Act 00 00 00 00

Remuneration to other directors - for F.Y. 2017-18

SN Particulars of Remuneration

Name of Directors

Total Amount
Independent Directors Mr.Sardar Singh Mudgal Mr. Bhuvi Kant -
1 Fee for attending board committee meetings 00 00 00
2 Commission 00 00 00
3 Others - Consultancy Fees 00 10,35,000 10,35,000
Total 00 00 00
Total Managerial Remuneration 00 10,35,000 10,35,000
Overall Ceiling as per the Act 00 00 00

Note:-

1. Managerial remuneration ceiling as per the section 197 of the Companies Act, 2013 is 5%.

2. The salaries and fees paid to every director are for their services for business group as a whole.

3. Therefore, the ceiling limits do not apply in this case.

B. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/MANAGER/WTD - FOR F.Y. 2017-18

SN Particulars of Remuneration

Key Managerial Personnel

CEO cs CFO Total
1 Gross salary 00 3,00,000 00 3,00,000
(a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961 00 00 00 00
(b) Value of perquisites u/s 17(2) Income-tax Act, 1961 00 00 00 00
(c) Profits in lieu of salary under section 17(3) Income-tax Act, 1961 00 00 00 00
2 Stock Option 00 00 00 00
3 Sweat Equity 00 00 00 00
4 Commission 00 00 00 00
- as % of profit 00 00 00 00
Others specify... 00 00 00 00
5 Others, please specify 00 00 00 00
Total 00 3,00,000 00 3,00,000

VI. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:

Type Section of the Companies Act Brief Description Details of Penalty / Punishment/ Compounding fees Imposed Authority [RD / NCLT/ COURT) Appeal made, if any (give Details) I
A. COMPANY
Penalty Nil Nil Nil Nil Nil
Punishment Nil Nil Nil Nil Nil
Compounding Nil Nil Nil Nil Nil
B. DIRECTORS
Penalty Nil Nil Nil Nil Nil
Punishment Nil Nil Nil Nil Nil
Compounding Nil N Nil Nil Nil
C. OTHER OFFICERS IN DEFAULT
Penalty Nil Nil Nil Nil Nil
Punishment Nil Nil Nil Nil Nil
Compounding Nil Nil Nil Nil Nil