Jagson Airlines Ltd 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: 4^th 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: :4^th 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 31^st 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