Dear Members,
The Board of Directors hereby submits the report of the business and operations of your
Company, along with the audited financial statements, for the financial year ended March
31, 2020. The consolidated performance of the Company and its subsidiaries has been
referred to wherever required.
1. Financial Performance
The Company's performance during the year ended March 31,2020 compared to the previous
financial year, is summarised below:
(Amount in Rs million)
| Particulars |
Standalone |
Consolidated |
|
March 31, 2020 |
March 31, 2019 |
March 31, 2020 |
March 31, 2019 |
| TOTAL REVENUE |
131,359.87 |
91,715.44 |
131,347.53 |
91,797.65 |
| Expenses |
|
|
|
|
| Operating Expenses |
87,799.54 |
73,000.54 |
87,583.18 |
72,948.77 |
| Cost of inventory consumed |
|
- |
126.75 |
138.91 |
| Employee Benefit Expenses |
15,257.76 |
10,570.07 |
15,292.55 |
10,584.24 |
| Selling Expenses |
2,269.59 |
2,074.41 |
2,260.99 |
2,081.66 |
| Other Expenses |
13,294.29 |
5,586.40 |
13,344.09 |
5,421.59 |
| Earnings before interest, tax, depreciation and amortization |
12,738.69 |
484.02 |
12,739.97 |
622.48 |
| Depreciation and amortisation expense |
(17,339.34) |
(2,562.25) |
(17,353.77) |
(2,563.54) |
| Interest income on bank deposits |
703.12 |
864.90 |
703.42 |
864.90 |
| Finance Cost |
(5,450.08) |
(1,312.84) |
(5,455.30) |
(1,313.03) |
| Profit/ (Loss) before taxation and extraordinary items |
(9,347.61) |
(2,526.17) |
(9,365.68) |
(2,389.19) |
| Tax Expenses |
- |
- |
- |
0.26 |
| Extraordinary items |
- |
(634.66) |
- |
(634.66) |
| Profit/ (Loss) after taxation |
(9,347.61) |
(3,160.83) |
(9,365.68) |
(3,024.11) |
| Profit/ (Loss) brought Forward |
(19,537.94) |
(16,362.66) |
(19,530.75) |
(16,492.19) |
| Depreciation expense adjusted against reserves |
- |
- |
- |
- |
| Profit/ (Loss) for the year |
(9,347.61) |
(3,160.83) |
(9,365.68) |
(3,024.11) |
| Other comprehensive income |
(32.49) |
(14.45) |
(32.49) |
(14.45) |
| Amount transferred to Balance Sheet |
(28,918.04) |
(19,537.94) |
(28,928.92) |
(19,530.75) |
During the year under review, the standalone income of the Company increased to Rs
131,359.87 million compared to Rs 91,715.44 million in the previous year, registering
growth of 43.23% and the consolidated income increased to Rs 131,347.53 million compared
to Rs 91,797.65 million in the previous year, registering growth of 43.08%. The
profitability of the Company is primarily impacted by adverse foreign exchange rates, fuel
prices, pricing pressures and the early impact of Covid-19 apart from worldwide grounding
of Boeing 737 Max aircraft. The Company has reported standalone loss of Rs 9,347.61
million (that also includes a non-cash loss of Rs 6,970.19 million due to foreign exchange
loss on restatement of lease liability due to Indian Accounting Standards 116).
2. State of Affairs and Material Development
(a) The Company completed its fifteenth years of operation on May 23, 2020 and
registered a growth of 43.23% in standalone income of the Company during the financial
year ended March 31,2020. In its fifteenth year of operations, the Company consolidated
its operations on key routes and increased market presence through induction of additional
39 aircraft to its fleet during financial year ended March 31,2020. The Company operated
570 average daily passenger flights before Covid-19.
(b) SpiceXpress: The Company had announced the launch of its dedicated air cargo
services namely ‘SpiceXpress' in September 2018 and inducted its first freighter
aircraft at a grand ceremony held at the Indira Gandhi International Airport in New Delhi.
The cargo services operates on both domestic and international routes and is powered by
fully integrated transportation network including air cargo, ground transportation and
warehousing facilities across the country. SpiceXpress operates on an incremental direct
operating cost model thereby extending its operations through its common pool of resources
like pilots, engineers, ground staff and airport infrastructure.
(c) New development: The Company has signed an agreement with GMR Hyderabad Aviation
SEZ Limited (GHASL) in March 2020 under which GHASL will be constructing a facility for
the Company to carry out the warehousing, distribution and trading activity within the
free trade warehousing zone of multi-product SEZ, popularly known as GMR Aerospace &
Industrial Park. This facility will be 33,000 sq. ft. initially, with a potential to
expand to 100,000 sq. ft., based on demand.
The Company has also signed a tripartite Memorandum of Understanding with GMR Hyderabad
International Airport Ltd. and Ras-Al-Khaimah International Airport, UAE at the Wings
India 2020 in Hyderabad. This association is in line with the Ministry of Civil Aviation's
Krishi Udaan scheme to give a boost to agro product exports and to aid farmers in
transporting agricultural products. Under this collaboration, a dedicated freight corridor
will be created to leverage the tremendous agro and farming sector potential from
centrally located Telangana and the neighbouring regions. This will also give direct
marketing access and open-up new opportunities for both export and import that would
benefit the farming community in India. Besides, special arrangements are being made for
handling livestock both at exporting and destination airports.
(d) Boeing 737 Max aircraft grounding: Following the worldwide grounding during March,
2019 of Boeing 737 Max aircraft due to technical reasons, the Company's fleet of thirteen
Boeing 737 Max aircraft continues to be grounded. Despite its inability to undertake
revenue operations, the Company continues to incur various costs with respect to these
aircraft. As a result of the above, and the uncertainty in timing of return to operations
of these aircraft, the Company has initiated the process of claims on the aircraft
manufacturer towards costs and losses, which are currently under discussion. Consequently,
and without in any manner limiting or prejudicing the legal and commercial rights of the
Company towards its claims in this regard, certain costs (including, inter alia, aircraft
and supplemental lease rentals and certain other identified expenses relating to the
Boeing 737 Max aircraft) aggregating to Rs 6,7l8.04 million have been recognised as other
income during the year ended March 31, 2020.
(e) Dispute with erstwhile promoters: The Company had, in earlier financial years,
received amounts aggregating Rs 5,790.9 million from its erstwhile promoters as advance
money towards proposed allotment of certain securities (189,091,378 share warrants and
3,750,000 non-convertible cumulative redeemable preference shares, issuable based on
approvals to be obtained), to be adjusted at the time those securities were to be issued.
Pursuant to the legal proceedings in this regard before the Hon'ble High Court of Delhi
("Court") between the erstwhile promoters, the present promoter and the Company,
the Company was required to secure an amount of Rs 3,290.89 million through a bank
guarantee in favour of the Registrar General of the Court ("Registrar") and to
deposit the balance amount of Rs 2,500 million with the Registrar. The Company has
complied with these requirements as at March 31,2018.
The parties to the aforementioned litigation concurrently initiated arbitration
proceedings before a three member arbitral tribunal (the "Tribunal"), which
pronounced its award on July 20, 2018 (the "Award"). In terms of the Award, the
Company was required to (i) refund an amount of approximately Rs 3,082.19 million to the
counterparty, (ii) explore the possibility of allotting preference shares in respect of
approximately Rs 2,708.70 million, failing which, refund such amount to the counterparty,
and (iii) pay interest calculated to be Rs 924.66 million (being interest on the amount
stated under (i) above, in terms of the Award). The amounts referred to under (i) and (ii)
above, aggregating Rs 5,790.89 million, continue to be carried as current liabilities
without prejudice to the rights of the Company under law. Further, the Company was
entitled to receive from the counterparty, under the said Award, an amount of Rs 290.00
million of past interest/servicing charges. During the quarter ended March 31,2019, the
Court has ordered release of Rs 2,500.00 million, out of the amount deposited by the
Company, to the counterparty, subject to certain conditions as enumerated by the Court in
its order. Further, pursuant to an order of the Court dated September 20, 2019, the
Company has remitted a further Rs 580.00 million out of the guarantee placed with the
Court to the counterparty in October 2019. The Company, its present promoter and the
counterparties have challenged various aspects of the Award, including the above-mentioned
interest obligations and rights, petitions for which have been admitted by the Court and
the matter is currently sub-judice.
Further, the Court vide its order dated September 2, 2020 in the said matter, directed
the Company to deposit an amount of Rs 2,429.37 million of interest component under the
Award (including the amount of Rs 924.66 million provided for as indicated earlier,
without prejudice to the rights of the Company under law). The Company preferred a Special
Leave Petition before the Hon'ble Supreme Court of India against the aforesaid Order and
the Hon'ble Supreme Court of India pursuant to its order dated November 6, 2020, has
stayed the deposit of Rs 2,429.37 million.
(f) Global health pandemic from Covid-19: The Covid-19 pandemic (declared as such by
the World Health Organisation on March 11,2020), has contributed to a significant decline
and volatility, and a significant decrease in economic activity, in global and Indian
markets. The Indian government announced a strict lockdown in India to contain the spread
of the virus till May 31,2020, which has been extended by certain states, with varying
levels of relaxations. This has led to significant disruptions and dislocations for
individuals and businesses and have had consequential impact of grounding the passenger
airline operations. The Company has to operate under various regulatory restrictions,
which impacts its operations and may have varied financial implications. As per Government
guidelines, the Company suspended all passenger travel from March 25, 2020 to May 24,
2020. The Company has reassessed its operating environment based on the anticipated scale
of operations in the immediate future. The Company has considered potential impacts
arising from the Covid-19 pandemic on the Company's business, and where relevant, have
accounted for the same in the financial statements. However, the full extent of impact of
the Covid-19 pandemic on the Company's operations, and financial metrics will depend on
future developments across the geographies that the Company operates in, and the
governmental, regulatory and the Company's responses thereto, which are highly uncertain
and incapable of estimation at this time. The impact of the Covid-19 pandemic on the
financial position and its financial performance might be different from that estimated as
at the date of this report.
We also draw your attention to Section 5 (Opportunities, Risks, Concerns and Threats)
and 6 (Future Outlook) of the Management Discussion and Analysis for detailed discussion
regarding Covid.
There have been no material changes and commitments affecting the financial position of
the Company between the end of the financial year and date of this report. There has been
no change in the nature of business of the Company.
3. Board of Directors
(a) In terms of the provision of Section 152(6) of the Companies Act, 2013, Mr. Ajay
Singh is liable to retire by rotation at the forthcoming Annual General Meeting of the
Company and being eligible, has offered himself for re-appointment.
(b) The Company has received necessary declaration from each Independent Director under
Section 149(7) of the Companies Act, 2013, that they meet the criteria of independence as
laid down in Section 149(6) of the Companies Act, 2013 read with the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015.
(c) Mr. Harsha Vardhana Singh (Independent Director) has resigned from the directorship
of the Company with effect from October 1, 2019 as he wishes to concentrate more on his
personal life and retire from active corporate engagements.
(d) The Nomination and Remuneration Committee conducted the Board evaluation for the
year. The evaluation of all the directors, Committees, Chairman of the Board, and the
Board as a whole was conducted based on the criteria and framework adopted by the Board.
4. Share Capital
There is no change in authorised share capital of the Company during the financial year
2019-20. However, the paid-up share capital of the Company has increased from Rs
5,997,183,560 to Rs 6,000,762,990 pursuant to allotment of 357,943 equity shares of Rs 10
each under SpiceJet Employee Stock Option Scheme - 2017.
5. Dividend
The Board of Directors have not recommended any dividend for the financial year
2019-20.
In terms of Regulation 43A of the SEBI (Listing Obligations and Disclosure
Requirements), Regulations, 2015, the Company has adopted the Dividend Distribution Policy
of the Company which is available on the website of the Company at www.spicejet.com in
‘Investor' section.
6. Transfer to Reserves
The Company has made no transfers to reserves during the financial year 2019-20.
7. Public Deposits
The Company has not accepted any fixed deposits, including from the public, and, as
such, no amount of principal or interest was outstanding as of the Balance Sheet date.
Accordingly, no disclosure or reporting is required in respect of details relating to
deposits covered under Chapter V of the Companies Act, 2013.
8. Extract of Annual Return
In accordance with Section 134(3)(a) of the Companies Act, 2013, an extract of the
annual return in the prescribed format is annexed as "Annexure - A" to this
report.
9. Particulars of Contracts or Arrangement made with Related Parties
The Board of Directors of the Company has formulated a policy on materiality of related
party transactions and also on dealing with related party transactions pursuant to the
provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 and the same is available on the website of the Company at
www.spicejet.com in ‘Investor' section.
All related party transactions that were entered into during the financial year under
review were on arm's length basis and were in the ordinary course of business. All related
party transactions have been placed before the Audit Committee and Board for their
approval as per the provisions of the Companies Act, 2013. No material related party
transactions (i.e. transactions exceeding the thresholds as defined under the Companies
Act, 2013), were entered during this financial year by the Company. Accordingly, the
disclosure of related party transactions as required under Section 134(3)(h) of the
Companies Act, 2013 in Form AoC-2 is not applicable.
10. Particulars of Loans, Guarantees or Investments under Section 186 of the Companies
Act, 2013
The Company has not granted any loan, given guarantee or security or made investment
under the provisions of Section 186 of the Companies Act, 2013 during the financial year
under review except as follows:
(a) As on March 31,2020, the Company has made an investment of Rs 0.10 million each in
equity shares of its wholly owned subsidiaries namely SpiceJet Merchandise Private
Limited, SpiceJet Technic Private Limited, Canvin Real Estate Private Limited; SpiceJet
Interactive Private Limited; Spice Club Private Limited; Spice Shuttle Private Limited;
SpiceXpress and Logistics Private Limited; and
(b) As on March 31, 2020, the Company has an investment of Rs 0.50 million in class
B-shares of Aeronautical Radio of Thailand Limited to become member airline for availing
advantageous rate on air navigation charges in Thailand.
As on March 31,2020, the Company has also provided loan of (a) Rs 257.01 million to
SpiceJet Merchandise Private Limited, (b) Rs 64.60 million to SpiceJet Technic Private
Limited, and (c) Rs 238.70 million to Canvin Real Estate Private Limited.
Loans, guarantees and investments covered under Section 186 of the Companies Act, 2013
form part of the notes to the financial statements provided in this Annual Report.
11. Subsidiaries
As on March 31, 2020, following are the subsidiaries of the Company:
| S. No. |
Name |
Business Activity |
| 1. |
SpiceJet Merchandise Private Limited |
Business of consumer merchandise and goods through various channels |
| 2. |
SpiceJet Technic Private Limited |
Engineering related service including but not limited to maintenance, repair and
overhaul services of aircraft and its parts |
| 3. |
Canvin Real Estate Private Limited |
Real estate |
| 4. |
SpiceJet Interactive Private Limited |
Information and communication technology |
| 5. |
Spice Club Private Limited |
Loyalty and rewards programme management |
| 6. |
Spice Shuttle Private Limited |
Charter operation by aeroplanes and/or helicopters |
| 7. |
SpiceXpress and Logistics Private Limited |
Cargo transportation and logistics |
In order to ensure governance of material subsidiary companies, the Board of Directors
of the Company has adopted the policy and procedures for determining ‘material'
subsidiary companies in accordance with the provisions of the SEBI (Listing Obligations
and Disclosure Requirements), Regulations, 2015 and the same is available on the website
of the Company at www.spicejet.com in ‘Investor' section.
During the year, the Board of Directors reviewed the affairs of the subsidiaries. In
accordance with Section 129(3) of the Companies Act, 2013, the Company has prepared the
consolidated financial statements of the Company, which form part of this Annual Report.
Further, a statement containing the salient features of the financial statements of the
subsidiaries in the prescribed format AOC-1 is annexed as "Annexure - B" to the
Board's report. The statement also provides details of the performance and financial
position of each of the subsidiaries.
In accordance with Section 136 of the Companies Act, 2013, the audited financial
statements including the consolidated financial statements and related information of the
Company and audited accounts of each of its subsidiaries are available on the website of
the Company at www.spicejet.com in ‘Investor' section.
12. Number of Meetings of the Board
During the financial year ended March 31, 2020, four (4) board meeting were held, the
details of which are given in the Corporate Governance Report that forms part of this
report. The intervening gap between any two meetings was within the period prescribed
under the Companies Act, 2013.
13. Directors' Responsibility Statement
The financial statements are prepared in accordance with the Indian Accounting
Standards (Ind AS). The Ind AS are prescribed under Section 133 of the Companies Act, 2013
read with Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015.
In terms of Section 134(5) of the Companies Act, 2013, in relation to the audited
financial statements of the Company for year ended March 31,2020, the Directors of your
Company hereby state that:
(a) in the preparation of the annual accounts, the applicable accounting standards have
been followed along with proper explanation relating to material departures, if any;
(b) 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 at the end of the financial year and of
the profit and loss of the Company for that period;
(c) 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;
(d) the Directors have prepared the Annual Accounts of the Company on a ‘going
concern' basis;
(e) 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; and
(f) 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.
14. Reporting of Frauds by Auditors
During the year under review, neither the statutory auditors nor the secretarial
auditor has reported to the audit committee under Section 143 (12) of the Companies Act,
2013, any instances of fraud committed against the Company by its officers or employees,
the details of which would need to be mentioned in the Board's report.
15. Corporate Governance and Management Discussion and Analysis
Pursuant to Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, a detailed report on the Management Discussion and Analysis and
Corporate Governance Report along with Practicing Company Secretary's Certificate
regarding compliance of conditions of corporate governance forms an integral part of this
report.
16. Particulars of Employees
The Company's goal is to stay invested in employee's growth, provide them with
development opportunities, recognise their efforts and enable them to absorb our value
system. The Company focus on the workplace that promotes a transparent and participative
organisation culture.
The Company has constituted an internal committee to consider and resolve all sexual
harassment complaints reported by women and has also adopted a policy as per the
requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013. All employees (permanent, contractual, temporary, trainees) are
covered under this policy. During the financial year 2019-20, 19 complaints were received
under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal)
Act, 2013 and as on March 31,2020, 6 complaints were pending for its disposal.
The ratio of the remuneration of each Director to the median remuneration of the
employees of the Company and other details in terms of Section 197(12) of the Companies
Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 are forming part of this report and annexed as "Annexure -
C".
The statement containing particulars of employees as required under Section 197(12) of
the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 forms part of this report. In terms of the provisions
of Section 136(1) of the Companies Act, 2013 read with the rules made thereunder, this
report is being sent to all members of the Company excluding the said annexure. Any member
interested in obtaining a copy of the annexure may write to the Company.
17. Employees Stock Option Scheme
The members of the Company in its 33rd Annual General Meeting held on November 27, 2017
has approved ‘SpiceJet Employee Stock Option Scheme - 2017' for grant of ten million
stock options representing ten million equity shares of Rs 10 each. During the year under
review 14,75,000 grant has been made to eligible employees under this scheme.
There has been no material variation in the terms of the options granted under this
scheme and this scheme is in compliance with the SEBI (Share Based Employee Benefits)
Regulations, 2014. The details of this scheme including terms of reference and requirement
specified under Regulation 14 of the SEBI (Share Based Employee Benefits) Regulations,
2014 is available on the website of the Company at www.spicejet.com in ‘Investor'
section.
18. Corporate Social Responsibility
We believe that growth and development are effective only when they result in wider
access to opportunities and benefit a broader section of society. With an objective of
socioeconomic development in India, the Board of Directors of the Company has adopted a
Corporate Social Responsibility ("CSR") Policy which is available on the website
of the Company at www.spicejet. com in ‘Investor' section.
The Company has also constituted CSR Committee comprising of Mr. Ajay Aggarwal as
Chairperson and Mr. Ajay Singh and Mrs. Shiwani Singh as Member which inter-alia monitors
the Company's CSR Policy and recommend the amount of CSR expenditure. During the year
under review, the CSR Committee met once on February 14, 2020 with necessary quorum being
present at the meeting.
Working in close harmony and partnering with various organisations who have done
phenomenal work in this field, the Company has undertaken several initiatives in various
areas including education, destitute care and rehabilitation, healthcare and rural
development in line with the CSR Policy and are in accordance with Schedule VII of the
Companies Act, 2013. As per Rule 8 of the Companies (Corporate Social Responsibility
Policy) Rules, 2014, annual report on CSR activities is annexed as "Annexure -
D" and forms an integral part of this Report.
19. Conservation of Energy and Technology Absorption
Conservation of Energy: The management is highly conscious of the criticality of the
conservation of energy at all operational levels particularly of aviation turbine fuel
which is leading source of energy for aviation activity. Adequate measures are taken to
reduce energy consumption whenever possible by using energy efficient equipment and
technology infusion. These measures among other includes maintenance of engine and
airframe, flight planning, training to operational staff, regular analysis etc.
Technology absorption: The Company has used information technology comprehensively in
its operations, for more details please refer to Section 9 (Information Technology) of
Management Discussion and Analysis.
20. Green Initiatives
The electronic copies of the Annual Report 2019-20 are sent to all members of the
Company whose email addresses are registered with the Company/Depository Participant(s).
To support this green initiative and to receive all communications of the Company on
email, members are requested to register their email addresses with M/s. KFin Technologies
Private Limited (Registrar and Share Transfer Agent), if shares are held in physical mode
or with their depository participants, if the holding is in electronic mode.
21. Statutory Auditors
(a) The present Statutory Auditors of the Company, M/s. S.R. Batliboi & Associates
LLP, Chartered Accountants (ICAI Firm Registration No: 101049W/E300004), will hold office
until the conclusion of this Annual General Meeting. The Board of Directors on the
recommendations of the Audit Committee, had recommended the appointment of M/s. Walker
Chandlok & Co LLP, Chartered Accountants, (ICAI Firm Registration No.:
001076N/N500013) as the Statutory Auditors of the Company for approval of the members of
the Company. The proposed Statutory Auditors shall hold office for a period of five
consecutive years from the conclusion of this Annual General Meeting till the conclusion
of forty first Annual General Meeting of the Company.
(b) In accordance with Section 134(3)(f) of the Companies Act, 2013, information and
explanations to various comments made by the Statutory Auditors in their Report to the
members are mentioned in the Notes to the Accounts, which form part of the financial
statements for the year ended March 31,2020.
22. Secretarial Auditors
(a) Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of
Directors of the Company appointed Mr. Mahesh Kumar Gupta, Practicing Company Secretary to
undertake the Secretarial Audit of the Company for financial year ended on March 31,2020.
The Report of the Secretarial Auditor is annexed as "Annexure - E" to this
Report.
In accordance with Section 134(3)(f) of the Companies Act, 2013, response (wherever
necessary) to the observations in the Secretarial Audit Report are as under:
Para 2 of the observation: The Company is still looking for a suitable candidature for
woman independent director and after finalization of such candidature, the Company will
file necessary application for security clearance of such candidature as mandated by Civil
Aviation Requirements of Ministry of Civil Aviation.
Para 3 of the observation: In view of the uncertainties involved in the matter,
management believes that the manner, timing and other related aspects of adjustment of
these amounts, are currently not determinable. Based on their assessment and legal advice
obtained, management is of the view that any possible consequential effects, including
penal consequences and any compounding thereof, will not have a material impact on the
financial statements.
(b) In terms of Regulation 24A of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 read with SEBI Circulars bearing nos. CIR/CFD/CMD1/27/2019
and CIR/CFD/CMD1/114/2019 dated February 8, 2019 and October 18, 2019 respectively, the
Secretarial Auditor has also issued a Secretarial Compliance Report for the year ended
March 31,2020.
23. Secretarial Standards
The Company complies with all applicable mandatory secretarial standards issued by the
Institute of Company Secretaries of India.
24. Business Responsibility Report
Regulation 34 (2)(f) of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 mandate the inclusion of Business Responsibility Report as part of
Annual Report for top 500 listed entities based on market capitalisation. In compliance
with the said Regulation, we have annexed the Business Responsibility Report for financial
year ended March 31,2020 as "Annexure - F".
25. Foreign Exchange Earnings & Outgo
The details of Foreign Exchange earnings and outgo for the financial year ended March
31,2020 are set out below:
| Particulars |
Amount (Rs in millions) |
| Foreign Exchange Earnings |
10,459 |
| Foreign Exchange Outgo |
51,131 |
26. Internal Financial Controls and Risk Management Policy
Your Company has aligned its systems of internal financial control with the requirement
of Companies Act 2013. This is intended to increase transparency and accountability in the
organisation process of designing and implementing a system of internal control. The
framework requires a company to identify and analyse risks and manage appropriate
responses. The company has successfully laid down the framework and ensured its
effectiveness.
Your Company also recognises that risk is an integral part of business and is committed
to managing the risks in a proactive and efficient manner. The Company has established a
framework to actively manage all the material risks faced by the Company, in a manner
consistent with the Company's strategy. This covers all business risks including strategic
risk, operational risks including fraud and cyber risks, foreign exchange risk, fuel price
risk and financial risks. The Company has laid down procedures to inform Board of
Directors about risk assessment and minimisation procedures. These procedures are
periodically reviewed to ensure that executive management is controlling risks through
properly defined framework. The system of risk assessment and follow-up procedure is in
place and considering its increased operations, the Company continues to reassess its risk
management plan from time to time.
Based on the framework of internal financial controls and compliance systems
established and maintained by the Company, the work performed by the Internal Auditor,
Statutory Auditors and Secretarial Auditor and external consultants, including the audit
of internal financial controls over financial reporting by the Statutory Auditors and the
reviews performed by management and the relevant Board Committees including the Audit
Committee, the Board is of the opinion that the Company's internal financial controls were
adequate and effective during the year ended March 31,2020.
The Company has a Risk Management Committee to identify elements of risk in different
areas of operations; the details of the Risk Management Committee are included in the
Corporate Governance Report.
27. Acknowledgement
We thank our valued customers, partners, vendors, investors and bankers for their
continued confidence and support during the year and playing a significant role in the
continued business excellence achieved by the Company. We place on record our appreciation
of the contribution made by our employees at all fronts. Our consistent growth was made
possible by their hard work, solidarity, cooperation and support.
We thank governments of various countries where we have our operations. We thank the
Government of India particularly the Ministry of Civil Aviation, Ministry of Corporate
Affairs, Ministry of Finance, Directorate General of Civil Aviation and other regulatory
authorities for their cooperation, support and guidance.
|
For and on behalf of the Board |
|
Sd/- |
| Place: Gurugram |
Ajay Singh |
| Date : November 11,2020 |
Chairman & Managing Director |
|