The dawn of 5 Star flying The dawn of 5 Star flying - Kingfisher Airlines
The dawn of 5 Star flying The dawn of 5 Star flying - Kingfisher Airlines
The dawn of 5 Star flying The dawn of 5 Star flying - Kingfisher Airlines
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<strong>The</strong> <strong>dawn</strong> <strong>of</strong><br />
5 <strong>Star</strong> <strong>flying</strong>
C O N T E N T S<br />
Report <strong>of</strong> the Directors 2<br />
Corporate Governance Report 18<br />
Management Discussion & Analysis Report 31<br />
Auditors’ Report 36<br />
Balance Sheet 40<br />
Pr<strong>of</strong>it and Loss Account 41<br />
Schedules 42<br />
Cash Flow Statement 72<br />
Accounts <strong>of</strong> the Subsidiary 75
BOARD OF DIRECTORS Dr. Vijay Mallya, Chairman & CEO<br />
Capt. G. R. Gopinath, Vice Chairman<br />
Mr. S. R. Gupte<br />
Mr. A. K. Ravi Nedungadi<br />
Capt. K. J. Samuel<br />
Mr. Vijay Amritraj<br />
Mr. Anil Kumar Ganguly<br />
Mr. Piyush G. Mankad<br />
Dr. Naresh Trehan<br />
Diwan Arun Nanda<br />
Mr. Ghyanendra Nath Bajpai<br />
COMPANY SECRETARY Mr. N. Srivatsa<br />
CHIEF FINANCIAL OFFICER<br />
AUDITORS<br />
REGISTERED OFFICE<br />
Mr. A. Raghunathan<br />
M/s. B. K. Ramadhyani & Co.<br />
Chartered Accountants<br />
4B, 4 th Floor, 68, Chitrapur Bhavan,<br />
8 th Main, 15 th Cross, Malleswaram,<br />
Bangalore – 560 055<br />
UB Tower, Level 12, UB City,<br />
24, Vittal Mallya Road,<br />
Bangalore – 560 001<br />
1
2<br />
To <strong>The</strong> Members,<br />
Your Directors present the 14th Annual Report along with<br />
the Audited Accounts <strong>of</strong> your Company for the year ended<br />
March 31, 2009.<br />
As Members are aware, as already intimated in the Directors’<br />
Report for the previous financial period, the financial<br />
statements for the year ended March 31, 2009, pertains<br />
to the consolidated commercial airline entity consequent<br />
upon the demerger and transfer <strong>of</strong> the Commercial Airline<br />
Division Undertaking <strong>of</strong> the erstwhile <strong>Kingfisher</strong> <strong>Airlines</strong><br />
Limited into your Company with an Appointed Date <strong>of</strong><br />
April 1, 2008.<br />
Operations<br />
Your Company’s operations during the year ended March<br />
31, 2009 have resulted in:<br />
Year ended<br />
March 31,<br />
2009<br />
(Rs. in millions)<br />
Nine month<br />
period ended<br />
March 31, 2008<br />
Gross Income 55775 15454<br />
Earnings before financial<br />
charges, lease rentals,<br />
depreciation & amortization<br />
and taxes (EBITDAR)<br />
1352 (2379)<br />
Add/Less: Depreciation &<br />
Amortisation<br />
1716 366<br />
Lease Rentals 11851 3547<br />
Financial charges 6962 779<br />
Loss before taxes (19177) (7071)<br />
Provision for taxes<br />
(incl. FBT)<br />
5464 (4945)<br />
Net Pr<strong>of</strong>it/(Loss) from<br />
ordinary activities after tax<br />
(13173) (2126)<br />
Extraordinary items (2375) 245<br />
Net loss after tax (16088) (1881)<br />
Scheduled Airline Operations<br />
Your Company is the largest player in the Indian domestic<br />
aviation sector and during the year under review had the<br />
widest reach covering more destinations and carrying more<br />
passengers than any other domestic carrier.<br />
During the year under review, your Company carried<br />
approximately 10.9 million passengers, with a fleet <strong>of</strong> 77<br />
aircraft, a schedule <strong>of</strong> 412 domestic and 8 international<br />
Report <strong>of</strong> the Directors<br />
flights daily and a route network covering 70 domestic and<br />
2 international destinations.<br />
Further, since inception till March 31, 2009, your Company<br />
has carried approximately 28.4 million passengers.<br />
Your Company returned 8 Airbus A320 aircraft and 3 ATR-<br />
42 aircraft during the year under review consequent upon<br />
the route rationalization program initiated with a view to<br />
maximize operational synergies and cost savings pursuant to<br />
the Composite Scheme <strong>of</strong> Arrangement between erstwhile<br />
<strong>Kingfisher</strong> <strong>Airlines</strong> Limited, erstwhile Deccan Aviation<br />
Limited (your Company) and Deccan Charters Limited (“the<br />
Scheme”), approved by the Hon’ble High Court <strong>of</strong> Karnataka<br />
vide its Order dated June 16, 2008.<br />
During the year under review, the severe recession in<br />
global economies worldwide adversely impacted the<br />
global aviation industry. <strong>The</strong> domestic aviation industry<br />
witnessed significant capacity contraction by all major<br />
airline operators. However, rising operating costs, fall in<br />
passenger traffic and revenues as well as stiff competition<br />
among all operators is putting pressure on yields resulting<br />
in operating losses during the year under review. <strong>The</strong><br />
continued exorbitant rates <strong>of</strong> taxes on Aviation Turbine<br />
Fuel in India also adversely affected the domestic aviation<br />
industry. Avenues for funding continue to be blocked. <strong>The</strong><br />
unfortunate terrorist attacks on November 26, 2008 in<br />
Mumbai, further affected air traffic into and from India.<br />
Dialogue with the Government <strong>of</strong> India is underway for<br />
relief measures to revive the industry. Individual items <strong>of</strong><br />
the financial statements are more fully discussed in the<br />
section titled “Management Discussion and Analysis”.<br />
<strong>The</strong> Company continues to <strong>of</strong>fer the following classes <strong>of</strong><br />
service:<br />
<strong>Kingfisher</strong> First – Premium Business class <strong>of</strong> service<br />
<strong>Kingfisher</strong> Class – Premium Economy class <strong>of</strong> service<br />
<strong>Kingfisher</strong> Red – Low fare basic class <strong>of</strong> service<br />
Your Company commenced international operations with<br />
the launch <strong>of</strong> the non-stop service between Bangalore and<br />
London Heathrow Airport on September 3, 2008. However,<br />
for commercial reasons, your Company is discontinuing<br />
services on this route from September 15, 2009.<br />
<strong>The</strong> Company launched the non-stop daily service between<br />
Mumbai to London Heathrow Airport on January 5, 2009,
Report <strong>of</strong> the Directors (Contd.)<br />
on wide body Airbus A330-200 aircraft. Other leading<br />
international airlines already were in operation on this<br />
route. Despite that, your Company has been able to carve<br />
out a niche in this market due to the quality on-board<br />
service and in-flight experience it <strong>of</strong>fers.<br />
On January 19, 2009, your Company started flights from<br />
Chennai and Bangalore to Colombo, Sri Lanka. <strong>The</strong>se<br />
flights are operated on narrow - body Airbus A320 aircraft<br />
and have a single cabin configuration <strong>of</strong> 180 seats with<br />
<strong>Kingfisher</strong> Class <strong>of</strong> service. <strong>The</strong> Colombo flights have seen<br />
high seat load factors since inception, including guests from<br />
United Kingdom and other European markets to Colombo<br />
via Bangalore. However, for commercial reasons, your<br />
Company is discontinuing services on Bangalore – Colombo<br />
route from September 15, 2009.<br />
Subsequent to the year under review, your Company<br />
commenced flights from Kolkata to Dhaka, Bangladesh on<br />
May 15, 2009 and flights from Bangalore to Dubai on June<br />
25, 2009.<br />
In view <strong>of</strong> operating losses incurred during the year, your<br />
Directors do not recommend payment <strong>of</strong> any dividend.<br />
Subsidiaries<br />
During the year under review, Northway Aviation Limited<br />
ceased to be a subsidiary <strong>of</strong> the Company.<br />
<strong>The</strong> statement <strong>of</strong> your Company’s interest in its only<br />
subsidiary as at March 31, 2009, prepared in accordance<br />
with the provisions <strong>of</strong> Section 212(3) <strong>of</strong> the Companies Act,<br />
1956 is attached to the Balance Sheet.<br />
Outlook<br />
<strong>The</strong> integration <strong>of</strong> the commercial airline business into your<br />
Company pursuant to the Scheme has enabled the Company<br />
to sustain a market share <strong>of</strong> over 25%. <strong>The</strong> synergy benefits<br />
mapped out by Accenture are likely to be realized over a<br />
period <strong>of</strong> time and once the economy emerges from this<br />
recessionary phase your Directors are hopeful that this will<br />
reflect in the financial results <strong>of</strong> your Company. Oil prices<br />
continued to be volatile and coupled with the high rate<br />
<strong>of</strong> taxes on Aviation Turbine Fuel in India, the country’s<br />
Civil Aviation industry is operating under severe pressure.<br />
Continuing recessionary conditions in economies worldwide,<br />
the sluggish revival <strong>of</strong> the financial markets and the<br />
slump in the aviation industry worldwide have resulted in<br />
reduced funds allocation to industry and the Civil Aviation<br />
Sector. Given the recessionary conditions worldwide and<br />
the slow-down in the air travel market, pr<strong>of</strong>itability<br />
remains a concern for airlines in the short-term given<br />
the high cost <strong>of</strong> operations. However, your Company is<br />
hopeful that its ongoing dialogue with the Government <strong>of</strong><br />
India will result in measures that will revive the aviation<br />
industry.<br />
However, your Directors and the UB Group reiterate their<br />
confidence in the potential <strong>of</strong> the Indian aviation industry<br />
as Civil Aviation growth follows GDP growth. <strong>The</strong> Indian<br />
economy is a trillion dollar economy and is expected to grow<br />
at 5 to 6% per annum, despite the ongoing recessionary<br />
conditions worldwide. Civil Aviation is undoubtedly a key<br />
engine <strong>of</strong> this growth. Passenger traffic in India has grown<br />
from 14 million in 2005 to over 39 million in 2008-2009. Your<br />
Company is well-poised to meet the dynamic challenges<br />
faced by the industry in the short-term as well as to take<br />
advantage <strong>of</strong> the growth potential in the long-term.<br />
Moving ahead, your Company intends to intensify its<br />
presence in the Far East, Middle East and SAARC region. As<br />
the largest domestic Indian airline, with pan India coverage,<br />
your Company intends to use its international operations<br />
to further strengthen its domestic network. Your Company<br />
will commence operations on the following routes:<br />
South East Asia Region<br />
Kolkata – Bangkok, Thailand with effect from<br />
August 14, 2009<br />
Mumbai – Hong Kong with effect from<br />
September 15, 2009<br />
Mumbai – Singapore with effect from<br />
September 16, 2009<br />
Mumbai – Bangkok, Thailand<br />
New Delhi – Bangkok, Thailand<br />
SAARC Region<br />
Mumbai – Colombo, Sri Lanka<br />
Mumbai / Bangalore - Male, Maldives<br />
GCC Region<br />
Mumbai / New Delhi - Dubai, UAE<br />
3
Capital<br />
<strong>The</strong> Authorised Capital <strong>of</strong> your Company remained<br />
unchanged at Rs. 500,00,00,000 divided into 40,00,00,000<br />
<strong>of</strong> Rs. 10/- each and 1,00,00,000 Preference Shares <strong>of</strong><br />
Rs. 100/- each.<br />
<strong>The</strong> Issued, Subscribed and Paid-up Equity Share Capital <strong>of</strong><br />
your Company also remained unchanged at Rs. 3,629,088,830<br />
divided into 265,908,883 Equity Shares <strong>of</strong> Rs. 10/- each and<br />
9,700,000 6% Redeemable Non-Cumulative Preference<br />
Shares <strong>of</strong> Rs. 100/- each.<br />
Depository System<br />
<strong>The</strong> trading in the equity shares <strong>of</strong> your Company is under<br />
compulsory dematerialization mode. As <strong>of</strong> date, equity<br />
shares representing 96.28% <strong>of</strong> the equity share capital<br />
are in dematerialized form. As the depository system<br />
<strong>of</strong>fers numerous advantages, members are requested to<br />
take advantage <strong>of</strong> the same and avail <strong>of</strong> the facility <strong>of</strong><br />
dematerialization <strong>of</strong> your Company’s shares.<br />
Auditors’ Report<br />
As regards observations in para 4 <strong>of</strong> Auditors’ Report, as<br />
part <strong>of</strong> the rapid expansion plans, the Company in the past<br />
had incurred certain preoperative expenses and significant<br />
expenditure on in house training <strong>of</strong> pilots and technical<br />
engineers. All such deferred costs have been written <strong>of</strong>f to<br />
Pr<strong>of</strong>it and Loss Account by March 31, 2008 and no amount is<br />
pending for amortization after that date.<br />
In para 5 <strong>of</strong> the Auditors’ Report, the Statutory Auditors<br />
have qualified their report by remarking that the receipt <strong>of</strong><br />
subsidy from aircraft manufacturers should be recognized<br />
as income on an systematic basis over the period necessary<br />
to match them with related costs which they are intended<br />
to compensate though the accounting treatment does not<br />
appear to be covered by the Accounting Standard (AS)–19<br />
(Accounting for Leases) issued by the Institute <strong>of</strong> Chartered<br />
Accountants <strong>of</strong> India. In the opinion <strong>of</strong> the Directors:<br />
(1) <strong>The</strong> lessor <strong>of</strong> the Aircraft is a person other than the Aircraft<br />
manufacturer and the lease contract is independent <strong>of</strong><br />
the contract with Aircraft manufacturer.<br />
(2) <strong>The</strong> termination, if any, <strong>of</strong> the lease contract does not in<br />
any event breach the conditions for the grant <strong>of</strong> subsidy<br />
by the Aircraft manufacturer.<br />
(3) <strong>The</strong> subsidy value, referred to in Para 5 <strong>of</strong> the Audit<br />
Report have been received by the Company during<br />
4<br />
Report <strong>of</strong> the Directors (Contd.)<br />
the 15 months period ended June 30, 2006. As per<br />
Section 28 (iv) <strong>of</strong> the Income Tax Act, 1961, and<br />
precedents available under Income Tax laws, including<br />
pronouncements <strong>of</strong> the Apex Court, the revenue arising<br />
out <strong>of</strong> support packages will be treated as income<br />
for taxation purposes and therefore, it would not be<br />
prudent for the Company to treat the said revenues<br />
differently in the books <strong>of</strong> Accounts and for Taxation<br />
purposes.<br />
(4) In the event <strong>of</strong> non compliance <strong>of</strong> the contract with<br />
the Aircraft manufacturer, the resultant possibility <strong>of</strong><br />
recovery <strong>of</strong> subsidy granted by the Aircraft manufacturer<br />
has been disclosed as contingent liability and this<br />
accounting treatment adopted by the Company is also<br />
based on the well established principle <strong>of</strong> differentiation<br />
<strong>of</strong> revenue receipt and capital receipt.<br />
In view <strong>of</strong> the above, in the opinion <strong>of</strong> the Company, the<br />
accounting treatment <strong>of</strong> the support package, received from<br />
the Aircraft manufacturer, as Income in the year <strong>of</strong> accrual<br />
and receipt is in order.<br />
<strong>The</strong> fair market value <strong>of</strong> these Aircraft is not easily<br />
ascertainable due to the unique specifications <strong>of</strong> the Aircraft.<br />
<strong>The</strong>refore, the management has obtained the valuation<br />
report for Aircraft <strong>of</strong> similar type from a leasing company<br />
to ascertain the fair market value which is higher then the<br />
sale price <strong>of</strong> these Aircraft. This is also supported by the fact<br />
that the insurance value to be covered as per respective<br />
Lease Agreement is much more then the sale value <strong>of</strong> the<br />
Aircraft.<br />
As regards the observations in para 13(a) <strong>of</strong> the Auditors’<br />
Report, the Note number 19 to Notes to Accounts (Schedule<br />
19) is self explanatory.<br />
As regards the observations in the Annexure to the Auditors’<br />
Report, the Company has taken / is taking necessary steps<br />
to ensure improvement in certain procedures and also<br />
compliance with relevant laws.<br />
Directors<br />
Mr. A. K. Ravi Nedungadi, Capt. G. R. Gopinath and Capt. K.<br />
J. Samuel, Directors, retire by rotation and, being eligible,<br />
<strong>of</strong>fer themselves for reappointment.<br />
Mr. S. R. Gupte was appointed as an Additional Director with<br />
effect from January 28, 2009 and holds <strong>of</strong>fice up to the date<br />
<strong>of</strong> the ensuing Annual General Meeting <strong>of</strong> your Company.
Report <strong>of</strong> the Directors (Contd.)<br />
Notice in writing has been received from a Member<br />
signifying their intention to propose the appointment <strong>of</strong><br />
Mr. S. R. Gupte as a Director <strong>of</strong> your Company at the ensuing<br />
Annual General Meeting.<br />
Auditors<br />
M/s. B. K. Ramadhyani & Co, your Company’s Auditors<br />
have confirmed that they are eligible for re-appointment at<br />
the ensuing Annual General Meeting and it is proposed to<br />
re-appoint them and to fix their remuneration.<br />
Listing <strong>of</strong> Shares <strong>of</strong> Your Company<br />
<strong>The</strong> equity shares <strong>of</strong> your Company are listed on the Bombay<br />
Stock Exchange Limited and the National Stock Exchange <strong>of</strong><br />
India Limited. <strong>The</strong> listing fee for the year 2009-10 has been<br />
paid to these Stock Exchanges.<br />
Corporate Governance<br />
A report on Corporate Governance is annexed separately as<br />
part <strong>of</strong> this Report along with a certificate <strong>of</strong> compliance from<br />
a Company Secretary in practice. Necessary requirements <strong>of</strong><br />
obtaining certifications/ declarations in terms <strong>of</strong> Clause 49<br />
have been complied with.<br />
Management Discussion and Analysis<br />
Pursuant to Clause 49 <strong>of</strong> the Listing Agreement with the<br />
Stock Exchanges, the Management Discussion and Analysis<br />
Report is annexed and forms an integral part <strong>of</strong> the Annual<br />
Report.<br />
Human Resources<br />
Employee relations remained cordial. <strong>The</strong> information as are<br />
required to be provided in terms <strong>of</strong> Section 217(2A) <strong>of</strong> the<br />
Companies Act, 1956 read with the Companies (Particulars <strong>of</strong><br />
Employees) Rules, 1975, have been included as an annexure<br />
to this Report.<br />
Employee Stock Option Plan (ESOP)<br />
Disclosures as required by Clause 12 <strong>of</strong> the SEBI (Employee<br />
Stock Option Scheme and Employee Stock Purchase Scheme),<br />
Guidelines 1999 are annexed to this Report.<br />
Conservation <strong>of</strong> Energy, Research and Development,<br />
Technology Absorption, Foreign Exchange Earnings and<br />
Outgo<br />
<strong>The</strong> particulars as prescribed under section 217(1)(e) <strong>of</strong> the<br />
Companies Act, 1956 and the rules framed there under are<br />
not applicable to your Company.<br />
<strong>The</strong> relevant information relating to Foreign Exchange<br />
Earnings and Outgo appears in the Notes Nos. 9 to 11 <strong>of</strong><br />
Schedule 19 to the Financial Statements.<br />
Directors’ Responsibility Statement<br />
Pursuant to Section 217(2AA) <strong>of</strong> the Companies Act, 1956,<br />
in relation to the Financial Statements <strong>of</strong> your Company<br />
for the year ended March 31, 2009, the Board <strong>of</strong> Directors<br />
reports that:<br />
•<br />
•<br />
•<br />
•<br />
in the preparation <strong>of</strong> the Accounts for the year ended<br />
March 31, 2009, the applicable accounting standards<br />
have been followed along with proper explanation<br />
relating to material departures;<br />
accounting policies have been selected and applied<br />
consistently and that the judgments and estimates<br />
made are reasonable and prudent so as to give a true<br />
and fair view <strong>of</strong> the state <strong>of</strong> affairs <strong>of</strong> your Company as<br />
at March 31, 2009 and <strong>of</strong> the Loss <strong>of</strong> your Company for<br />
the year ended March 31, 2009;<br />
proper and sufficient care has been taken for the<br />
maintenance <strong>of</strong> adequate accounting records in<br />
accordance with the provisions <strong>of</strong> the Companies Act,<br />
1956, for safeguarding the assets <strong>of</strong> your Company<br />
and for preventing and detecting fraud and other<br />
irregularities;<br />
the accounts for the year ended March 31, 2009, have<br />
been prepared on a going concern basis.<br />
Thank You<br />
Your Directors place on record their sincere appreciation<br />
for the continued support from shareholders, customers,<br />
the Government <strong>of</strong> India especially the Ministry <strong>of</strong> Civil<br />
Aviation and the Directorate General <strong>of</strong> Civil Aviation,<br />
the various State Governments, Airports Authority <strong>of</strong><br />
India, banks and financial institutions, suppliers, other<br />
business associates and employees.<br />
For and on Behalf <strong>of</strong> the Board <strong>of</strong> Directors<br />
Bangalore Dr. Vijay Mallya<br />
July 28, 2009 Chairman & CEO<br />
5
<strong>The</strong> statement <strong>of</strong> Particulars <strong>of</strong> Employees as required under section 217 (2A) <strong>of</strong> the Companies<br />
Act, 1956 and Companies Rules, 1975 has been filed as part <strong>of</strong> Statutory Filings under the<br />
Companies Act.
Report <strong>of</strong> the Directors (Contd.)<br />
STOCK OPTIONS GRANTED UNDER THE ESOP 2005 & 2006<br />
Disclosures as required by Clause 12 <strong>of</strong> the SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme)<br />
Guidelines, 1999<br />
Sl.No Particulars (ESOP 2006) (ESOP 2005)<br />
(a) Options granted Nil Nil<br />
(b) <strong>The</strong> Pricing formula Rs. 65/- Rs. 65/-<br />
(c ) Options vested 546,320 897,990<br />
(d) Options exercised 55,600 21,430<br />
(e) <strong>The</strong> total number <strong>of</strong> shares arising as a result <strong>of</strong> exercise <strong>of</strong> options 55,600 21,430<br />
(f) Options lapsed 1,142,600 472,855<br />
(g) Variation <strong>of</strong> terms <strong>of</strong> options Nil Nil<br />
(h) Money realized by exercise <strong>of</strong> options 3,614,000 1,392,950<br />
(i) Total no. <strong>of</strong> options in force 1,203,400 589,780<br />
(j) Employee wise details <strong>of</strong> options granted:<br />
(i) Senior managerial personnel Nil Nil<br />
(ii) Any other employee who received a grant in any one year <strong>of</strong> option amounting to 5% or<br />
more <strong>of</strong> option granted during the year.<br />
(iii) Identified employees who were granted options, during any one year, equal to or exceeding<br />
1% <strong>of</strong> the issued capital (excluding outstanding warrants and conversions) <strong>of</strong> the Company<br />
at the time <strong>of</strong> the grant<br />
(k) Diluted Earnings Per Share (EPS) pursuant to issue <strong>of</strong> shares on exercise <strong>of</strong> options calculated in<br />
accordance with Accounting Standard AS-20<br />
(l) Method <strong>of</strong> accounting followed for value <strong>of</strong> charge on stock options (as per the Guidance Note on<br />
Stock Based compensation by ICAI)<br />
(m) Difference <strong>of</strong> amount <strong>of</strong> ESOP charge calculated as per the Intrinsic Value Method and the fair<br />
value <strong>of</strong> the options (Black Scholes Method)<br />
(n) Pr<strong>of</strong>orma Earning Per Share if the Charge have been accounted in accordance with fair value<br />
method (Black Scholes Method)<br />
Nil Nil<br />
Nil Nil<br />
N.A.<br />
Intrinsic Value Intrinsic Value<br />
Rs. (5,103,738)<br />
Rs. (14.30)<br />
(o) (i) Weighted-averaged exercise prices Rs. 65.00 Rs. 65.00<br />
and<br />
(ii) weighted-average fair values <strong>of</strong> options Rs. 137.93 Rs. 78.54<br />
for options whose exercise price either equals or exceeds or is less than the market price <strong>of</strong><br />
the stock<br />
(p) A description <strong>of</strong> the method and significant assumptions used during the year to estimate the fair<br />
values <strong>of</strong> options :<br />
(i) risk-free interest rate (%) N.A. N.A.<br />
(ii) expected life (years) N.A. N.A.<br />
(iii) expected volatility (%) N.A. N.A.<br />
(iv) expected dividends (%) Nil Nil<br />
(v) the price underlying share in market at the time <strong>of</strong> option grant N.A. N.A.<br />
17
18<br />
1. Company’s Philosophy on Corporate Governance<br />
Your Company is committed to excellence in corporate<br />
governance practices and recognizes that good corporate<br />
governance is a continuous exercise. Your Company aims<br />
at achieving transparency, accountability, equity and<br />
ethics in all facets <strong>of</strong> its operations and in all interaction<br />
with its stakeholders. Your Company believes that all<br />
its operations and actions must result in enhancement<br />
<strong>of</strong> overall shareholder value over a sustained period <strong>of</strong><br />
time without compromising in any way compliance with<br />
laws and regulations.<br />
2. Board <strong>of</strong> Directors<br />
Sl.<br />
No.<br />
During the financial year under review, your Company’s<br />
Name <strong>of</strong> the Director Category <strong>of</strong> Directorship No. <strong>of</strong> Board<br />
Meetings<br />
attended<br />
1. Dr. Vijay Mallya Non-Executive<br />
Non-Independent<br />
Chairman (from April 22, 2008)<br />
Managing designated Chairman & CEO<br />
(from October 16, 2008)<br />
2. Capt. G. R. Gopinath Non-Independent<br />
Managing Director<br />
(till October 15, 2008)<br />
Vice Chairman and<br />
Non-Executive Director<br />
(from October 16, 2008)<br />
3. Capt. K. J. Samuel Non-Independent<br />
Executive Director<br />
(till October 15, 2008)<br />
Non-Executive Director<br />
(from October 16, 2008)<br />
4. Mr. A. K. Ravi Nedungadi Non-Executive<br />
Non-Independent Director<br />
5. Lt. Gen. (Retd.)<br />
N. S. Narahari<br />
Non-Executive<br />
Independent Chairman (till April 22, 2008)<br />
Non-Executive<br />
Independent Director (from April 22, 2008) 1<br />
6. Mr. S. N. Ladhani Non-Executive<br />
Non-Independent Director 2<br />
7. Mr. Vijay Amritraj Non-Executive<br />
Independent Director<br />
8. Col. Jayanth K. Poovaiah Executive<br />
Non-Independent Director 3<br />
9. Ms. Bala Deshpande Non-Executive<br />
Non-Independent Director 4<br />
Corporate Gover nance<br />
Board <strong>of</strong> Directors comprised 11 directors out <strong>of</strong> which<br />
1 is an Executive Director and 10 are Non-Executive<br />
Directors.<br />
During the year under review, Ten Board Meetings were<br />
held i.e. on April 17, 2008, April 22, 2008, May 19, 2008,<br />
July 25, 2008, September 29, 2008, October 15, 2008,<br />
October 31, 2008, December 10, 2008, December 26,<br />
2008 and January 31, 2009.<br />
Attendance <strong>of</strong> each Director at the Board Meetings and<br />
the last Annual General Meeting during the year under<br />
review and details <strong>of</strong> number <strong>of</strong> outside Directorships<br />
and Committee position(s) held by each <strong>of</strong> your Directors<br />
as on date are given below:<br />
Attendance at<br />
last AGM held<br />
on December,<br />
26, 2008<br />
# No. <strong>of</strong> Other<br />
Companies in<br />
which Director<br />
No. <strong>of</strong> Committees<br />
(other than your<br />
Company) in which<br />
Chairman/Member<br />
8 Yes 23 1<br />
(Chairman <strong>of</strong> 1)<br />
10 Yes 4 Nil<br />
7 Yes 2 Nil<br />
10 Yes 12 4<br />
(Chairman <strong>of</strong> 1)<br />
5 N.A. N.A. N.A.<br />
4 N.A. N.A. N.A<br />
4 Yes 3 6<br />
3 N.A. N.A. N.A.<br />
NIL N.A. N.A. N.A.
Corporate Governance (Contd.)<br />
Sl.<br />
No.<br />
Name <strong>of</strong> the<br />
Director<br />
Category <strong>of</strong><br />
Directorship<br />
10. Pr<strong>of</strong>. P. N. Thirunarayana Non-Executive<br />
Independent Director 5<br />
11. Mr. Anil Kumar Ganguly Non-Executive<br />
Independent Director<br />
12. Mr. Hitesh Harshad Patel Non-Executive<br />
Non-Independent Director 6<br />
13. Mr. Piyush Mankad Non-Executive<br />
Independent Director<br />
14. Dr. Naresh Trehan Non-Executive<br />
Independent Director<br />
15. Diwan Arun Nanda Non-Executive<br />
Independent Director<br />
16. Mr. Ghyanendra Nath<br />
Bajpai<br />
Non-Executive<br />
Independent Director<br />
17. Mr. S. R. Gupte Non-Executive<br />
Non-Independent Director*<br />
NOTE:<br />
# <strong>The</strong> above details are in respect <strong>of</strong> their Directorship<br />
only in Indian Companies.<br />
a. Out <strong>of</strong> 23 other companies in which Dr. Vijay Mallya<br />
is a Director, 9 are Private Limited companies and<br />
2 companies incorporated under Section 25 <strong>of</strong> the<br />
Companies Act, 1956.<br />
b. All the other companies in which Capt. G. R. Gopinath<br />
is a Director are Private Limited companies.<br />
c. Both the other companies in which Capt. K. J. Samuel is<br />
a Director are Private Limited companies.<br />
d. Out <strong>of</strong> 12 other companies in which Mr. A. K. Ravi<br />
Nedungadi is a Director, 4 are Private Limited companies<br />
and 1 is a company incorporated under Section 25 <strong>of</strong><br />
the Companies Act, 1956.<br />
e. Out <strong>of</strong> 3 other companies in which Mr. Vijay Amritraj is<br />
a Director, 2 are Private Limited companies.<br />
f. Out <strong>of</strong> 12 other companies in which Dr. Naresh Trehan<br />
is a Director, 8 are Private Limited companies.<br />
g. Out <strong>of</strong> 12 other companies in which Diwan Arun Nanda<br />
is a Director, 7 are Private Limited companies.<br />
h. Out <strong>of</strong> 17 other companies in which Mr. Ghyanendra<br />
Nath Bajpai is a Director, 6 are Private Limited companies<br />
and 1 is a company incorporated under Section 25 <strong>of</strong><br />
the Companies Act, 1956.<br />
No. <strong>of</strong> Board<br />
Meetings<br />
attended<br />
Attendance at<br />
last AGM held<br />
on December,<br />
26, 2008<br />
# No. <strong>of</strong> Other<br />
Companies in<br />
which Director<br />
No. <strong>of</strong> Committees<br />
(other than the<br />
Company) in which<br />
Chairman/ Member<br />
2 N.A. N.A. N.A.<br />
5 Yes 2 Nil<br />
2 N.A. N.A. N.A.<br />
3 No 12 9<br />
(Chairman <strong>of</strong> 1)<br />
1 No 12 2<br />
(Chairman <strong>of</strong> 1)<br />
5 Yes 12 3<br />
(Chairman <strong>of</strong> 2)<br />
2 No 17 9<br />
(Chairman <strong>of</strong> 5)<br />
1 N.A. 11 8<br />
(Chairman <strong>of</strong> 4)<br />
i. Out <strong>of</strong> 11 other companies in which Mr. S. R. Gupte<br />
is a Director, 2 are Private Limited companies and 1<br />
is a company incorporated under Section 25 <strong>of</strong> the<br />
Companies Act, 1956.<br />
1 Ceased to be Director w.e.f October 14, 2008.<br />
2 Ceased to be Director w.e.f October 1, 2008.<br />
3 Ceased to be Director w.e.f October 15, 2008.<br />
4 Ceased to be Director w.e.f September 10, 2008.<br />
5 Ceased to be Director w.e.f October 14, 2008.<br />
6 Ceased to be Director w.e.f. July 7, 2008.<br />
* Appointed Additional Director with effect from January<br />
28, 2009.<br />
Mr. Vishnu Singh Rawal, Alternate Director to Mr. S. N.<br />
Ladhani also ceased to be a director w.e.f. October 1, 2008<br />
upon the resignation <strong>of</strong> Mr. S. N. Ladhani as Director.<br />
<strong>The</strong> current constitution <strong>of</strong> the Board <strong>of</strong> Directors <strong>of</strong> your<br />
Company is as follows:<br />
• Dr. Vijay Mallya – Chairman & Managing Director<br />
designated Chairman & CEO<br />
• Capt. G. R. Gopinath – Vice Chairman–Non–Executive<br />
Director<br />
• Mr. S. R. Gupte – Non – Executive Director<br />
• Mr. A. K. Ravi Nedungadi – Non – Executive Director<br />
19
• Capt. K. J. Samuel – Non – Executive Director<br />
• Mr. Vijay Amritraj – Non – Executive Independent<br />
20<br />
Director<br />
• Mr. Anil Kumar Ganguly–Non–Executive Independent Director<br />
• Mr. Piyush Mankad–Non–Executive Independent Director<br />
• Dr. Naresh Trehan–Non–Executive Independent Director<br />
• Diwan Arun Nanda–Non–Executive Independent Director<br />
• Mr. Ghyanendra Nath Bajpai–Non – Executive Independent<br />
Director<br />
DISCLOSURE REGARDING APPOINTMENT AND<br />
REAPPOINTMENT OF DIRECTORS<br />
Directors retiring by rotation and seeking re-appointment<br />
Mr. A. K. Ravi Nedungadi, a Chartered and Cost Accountant<br />
joined the UB Group in 1990 as the Corporate Treasurer.<br />
Within two years, he became the Group Finance Director <strong>of</strong><br />
the Group’s international business managing the businesses<br />
<strong>of</strong> UB International, which included the paint giant Berger<br />
Jenson and Nicholson, spanning 27 countries. As the principal<br />
leadership resource <strong>of</strong> UB Group, he was instrumental in<br />
concluding the acquisition <strong>of</strong> Shaw Wallace & Co, Bouvet<br />
Ladubay, Whyte and Mackay, erstwhile Air Deccan etc. and<br />
has been deeply engaged with the creation <strong>of</strong> erstwhile<br />
<strong>Kingfisher</strong> <strong>Airlines</strong> Limited (now <strong>Kingfisher</strong> Training and<br />
Aviation Services Limited). He is a recipient <strong>of</strong> many awards<br />
<strong>of</strong> excellence including the Udyog Ratan Award, CNBC TV<br />
18’s – CFO <strong>of</strong> the Year - M & A, etc. and is on the Board <strong>of</strong><br />
several companies, both in India and overseas.<br />
<strong>The</strong> details <strong>of</strong> his Directorships in other Indian Companies<br />
and Committee Memberships are as under:-<br />
Other Directorships Position held<br />
Aventis Pharma Limited Director<br />
Bayer CropScience Limited Director<br />
United Breweries Limited Director<br />
Idea Streamz Consultants Private Limited Director<br />
Millenium Alcobev Private Limited Director<br />
Pie Education Limited Director<br />
Millenea Vision Advertising (P) Limited Director<br />
Shaw Wallace & Company Limited Director<br />
Shaw Wallace Breweries Limited Director<br />
SWEW Benefit Company (Section 25 Member<br />
Company)<br />
Deccan Charters Limited Director<br />
DCL Holdings Private Limited Director<br />
Corporate Governance (Contd.)<br />
Mr. A. K. Ravi Nedungadi holds the following other<br />
Committee positions:<br />
Name <strong>of</strong> the Committee Position held<br />
Audit Committee<br />
Aventis Pharma Limited Member<br />
Bayer CropScience Limited Member<br />
Shareholders/Investors Grievance Committee<br />
Aventis Pharma Limited Member<br />
Bayer CropScience Limited Chairman<br />
Mr. A. K. Ravi Nedungadi does not hold any shares in your<br />
Company.<br />
Capt. G. R. Gopinath, a Graduate <strong>of</strong> the National Defence<br />
Academy, is an ex Army <strong>of</strong>ficer who was in active service in<br />
1971 in the war against Pakistan and took early retirement in<br />
1979 to pursue his diverse interests. A pioneer in the areas <strong>of</strong><br />
organic farming and sericulture, he has several inventions to<br />
his credit. He was awarded the “Rolex Award for Enterprise”<br />
in 1996 for his contributions to organic farming. Your<br />
Company was incorporated and established as the first heli-<br />
charter company in India in 1995 under his direction.<br />
<strong>The</strong> details <strong>of</strong> his Directorships in other Indian Companies<br />
are as under:-<br />
Other Directorships Position held<br />
Pinewood Hospitality Private Limited Director and<br />
Member<br />
Deccan Emerging Business Ventures<br />
Private Limited<br />
Deccan Cargo & Express Logistics Private<br />
Limited<br />
Director and<br />
Member<br />
Director and<br />
Member<br />
DCL Holdings Private Limited Director and<br />
Member<br />
Deccan Charters Limited Director and<br />
Member<br />
Capt. G. R. Gopinath does not hold any Committee<br />
Membership in other Indian Companies.<br />
Capt. G. R. Gopinath holds 85,10,477 shares constituting<br />
3.20% <strong>of</strong> the paid up capital <strong>of</strong> your Company.<br />
Capt. K. J. Samuel, a recipient <strong>of</strong> the ‘Sena Medal’ for gallantry,<br />
is a graduate <strong>of</strong> the National Defence Academy. After being<br />
commissioned into the Indian Army in 1971, he fought in the<br />
1971 war against Pakistan and is an experienced helicopter
Corporate Governance (Contd.)<br />
pilot. He took voluntary retirement in 1992, as a Lieutenant<br />
Colonel. He is also a qualified <strong>flying</strong> instructor and a DGCA<br />
Examiner.<br />
<strong>The</strong> details <strong>of</strong> his Directorships in other Indian Companies<br />
are as under:<br />
Other Directorships Position held<br />
Deccan Cargo & Express Logistics Private<br />
Limited<br />
Director<br />
DCL Holdings Private Limited Director<br />
Capt. K. J. Samuel does not hold any Committee Membership<br />
in other Indian Companies.<br />
Capt. K. J. Samuel holds 77,56,807 shares constituting 2.92 %<br />
<strong>of</strong> the paid up capital <strong>of</strong> your Company.<br />
New Director<br />
Mr. S. R. Gupte is a Chartered Accountant with over<br />
four decades <strong>of</strong> corporate, financial, administration and<br />
personnel experience. He has over two decades experience<br />
in the Aviation Industry and served as the Acting Chairman<br />
and Managing Director <strong>of</strong> Air India prior to joining the UB<br />
Group. Mr. S. R. Gupte has been Vice-Chairman <strong>of</strong> the UB<br />
Group for the last 17 years.<br />
<strong>The</strong> details <strong>of</strong> his Directorships in other Indian Companies<br />
and Committee Memberships are as under:-<br />
Other Directorships Position held<br />
Associated Breweries & Distilleries<br />
Limited<br />
Director<br />
Aventis Pharma Limited Director<br />
Mangalore Chemicals & Fertilizers<br />
Limited<br />
Director<br />
Millennium Beer Industries Limited Director<br />
Shaw Wallace & Co. Limited Director<br />
Shaw Wallace Breweries Limited Director<br />
UB Electronic Instruments Limited Chairman<br />
United Spirits Limited Director<br />
United Helicharters Private Limited Chairman<br />
VJM Media Pvt. Limited Chairman<br />
Federation <strong>of</strong> Indian Chambers <strong>of</strong><br />
Commerce & Industry<br />
Executive<br />
Committee Member<br />
Mr. S. R. Gupte holds the following other Committee<br />
positions:<br />
Name <strong>of</strong> the Committee Position held<br />
Audit Committee<br />
Aventis Pharma Limited Chairman<br />
Millennium Beer Industries Limited Chairman<br />
Mangalore Chemicals & Fertilizers Limited Member<br />
Shaw Wallace & Company Limited Member<br />
United Spirits Limited Member<br />
Shareholders/Investors Grievance Committee<br />
Aventis Pharma Limited Chairman<br />
Millennium Beer Industries Limited Chairman<br />
Shaw Wallace & Company Limited Member<br />
Mr. S. R. Gupte does not hold any shares in your Company.<br />
3. AUDIT COMMITTEE<br />
<strong>The</strong> Audit Committee was constituted on December 21,<br />
2005 to meet the requirements under both the Listing<br />
Agreement and Section 292A <strong>of</strong> the Companies Act,<br />
1956.<br />
During the year under review, meetings <strong>of</strong> the<br />
Committee were held on April 22, 2008, October 15,<br />
2008 and October 31, 2008. <strong>The</strong> details <strong>of</strong> attendance<br />
by members <strong>of</strong> the Committee are as below:<br />
Members Category No. <strong>of</strong><br />
Meetings<br />
Attended<br />
Mr. Anil Kumar<br />
Ganguly<br />
Non-Executive/<br />
Independent<br />
Lt. Gen. N. S. Narahari Non-Executive/<br />
Independent<br />
Mr. P. N.<br />
Thirunarayana<br />
Non-Executive/<br />
Independent<br />
Mr. S. N. Ladhani Non-Executive/<br />
Non-<br />
Independent<br />
Mr. A. K. Ravi<br />
Nedungadi<br />
Non-Executive/<br />
Non-<br />
Independent<br />
Diwan Arun Nanda Non-Executive/<br />
Independent<br />
Dr. Naresh Trehan Non-Executive/<br />
Independent<br />
2<br />
1<br />
1<br />
1<br />
2<br />
2<br />
1<br />
21
22<br />
<strong>The</strong> terms <strong>of</strong> reference to the Audit Committee cover<br />
the areas mentioned under Clause 49 <strong>of</strong> the Listing<br />
Agreement and Section 292A <strong>of</strong> the Companies Act,<br />
1956, (besides some other functions as are referred to it<br />
by the Board <strong>of</strong> Directors) which are as follows:-<br />
• Regular review <strong>of</strong> accounts, accounting policies,<br />
disclosures, etc.<br />
• Review <strong>of</strong> the major accounting entries based on<br />
exercise <strong>of</strong> judgment by management and review<br />
<strong>of</strong> significant adjustments arising out <strong>of</strong> audit.<br />
• Qualifications in the draft audit report.<br />
• Establishing and reviewing the scope <strong>of</strong> the<br />
independent audit including the observations <strong>of</strong><br />
the auditors and review <strong>of</strong> the quarterly, half-yearly<br />
and annual financial statements before submission<br />
to the Board.<br />
• <strong>The</strong> Committee shall have post audit discussions<br />
with the independent auditors to ascertain any<br />
area <strong>of</strong> concern.<br />
• Establishing the scope and frequency <strong>of</strong> internal<br />
audit, reviewing the findings <strong>of</strong> the internal<br />
auditors and ensuring the adequacy <strong>of</strong> internal<br />
control systems.<br />
• To look into reasons for substantial defaults in<br />
the payment to depositors, debenture holders,<br />
shareholders and creditors.<br />
• To look into the matters pertaining to the<br />
Director’s Responsibility Statement with respect<br />
to compliance with Accounting Standards and<br />
Accounting Policies.<br />
• Compliance with Stock Exchange legal requirements<br />
concerning financial statements to the extent<br />
applicable.<br />
• <strong>The</strong> Committee shall look into any related party<br />
transactions i.e., transactions <strong>of</strong> the Company <strong>of</strong> a<br />
material nature, with promoters or management,<br />
their subsidiaries or relatives etc., that may have<br />
potential conflict with the interests <strong>of</strong> Company at<br />
large.<br />
• Appointment and remuneration <strong>of</strong> statutory and<br />
internal auditors.<br />
• Such other matters as may from time to time be<br />
required by any statutory, contractual or other<br />
Corporate Governance (Contd.)<br />
regulatory requirements to be attended to by the<br />
Audit Committee.<br />
Consequent upon the resignation <strong>of</strong> Directors and<br />
appointment <strong>of</strong> Additional Directors as mentioned<br />
hereinabove, the Audit Committee was reconstituted<br />
on October 15, 2008 and comprised <strong>of</strong> the following<br />
members:<br />
• Mr. Anil Kumar Ganguly- Chairman<br />
• Diwan Arun Nanda<br />
• Dr. Naresh Trehan<br />
• Mr. A. K. Ravi Nedungadi<br />
Subsequent to the year under review, Mr. S. R. Gupte<br />
was inducted into the Audit Committee on June 30,<br />
2009.<br />
<strong>The</strong> current composition <strong>of</strong> the Committee is as given<br />
below:<br />
• Mr. Anil Kumar Ganguly- Chairman<br />
• Diwan Arun Nanda<br />
• Dr. Naresh Trehan<br />
• Mr. A. K. Ravi Nedungadi<br />
• Mr. S. R. Gupte<br />
4. SHARE ALLOTMENT, TRANSFERS AND INVESTOR<br />
GRIEVANCE COMMITTEE<br />
<strong>The</strong> Share Allotment, Transfers and Investor Grievance<br />
Committee was constituted on December 21, 2005 to<br />
operate in terms <strong>of</strong> the provisions related thereto in the<br />
Listing Agreements with the Stock Exchanges and/or<br />
the provisions as prescribed or may be prescribed in this<br />
regard by the Companies Act, 1956.<br />
During the year under review, the said Committee<br />
comprised <strong>of</strong> the following Directors:<br />
• Mr. Anil Kumar Ganguly - Chairman<br />
• Lt. Gen. N. S. Narahari<br />
• Mr. S. N. Ladhani<br />
• Capt. K. J. Samuel<br />
• Col. Jayanth K. Poovaiah<br />
Mr. N. Srivatsa, Company Secretary, is the Compliance<br />
Officer.<br />
During the year under review, four meetings <strong>of</strong> the<br />
Committee were held on May 19, 2008, July 14, 2008,<br />
August 1, 2008 and October 1, 2008. <strong>The</strong> attendance
Corporate Governance (Contd.)<br />
<strong>of</strong> your Directors at these Committee meetings is as<br />
below:<br />
Members Category No. <strong>of</strong> Meetings<br />
Attended<br />
Mr. Anil Kumar<br />
Ganguly<br />
Non-Executive/<br />
Independent<br />
Lt. Gen. N. S. Narahari Non-Executive/<br />
Independent<br />
Mr. S. N. Ladhani Non-Executive/<br />
Non-Independent<br />
Capt. K. J. Samuel Executive / Non-<br />
Independent<br />
Col. Jayanth K.<br />
Poovaiah<br />
Executive/ Non-<br />
Independent<br />
Consequent upon the resignation <strong>of</strong> Directors and<br />
appointment <strong>of</strong> Additional Directors as mentioned<br />
hereinabove, the Committee has been reconstituted on<br />
October 15, 2008 and the current composition <strong>of</strong> the<br />
Committee is as given below:<br />
• Mr. Anil Kumar Ganguly - Chairman<br />
• Mr. A. K. Ravi Nedungadi<br />
• Capt. K. J. Samuel<br />
During the year under review, 31 complaints were<br />
received and replied/redressed to the satisfaction <strong>of</strong> the<br />
shareholders.<br />
5. REMUNERATION COMMITTEE<br />
<strong>The</strong> Remuneration Committee was constituted on<br />
March 16, 2005. <strong>The</strong> Committee is authorized, inter alia,<br />
to deal with matters relating to framing policies and<br />
compensation including salaries and salary adjustments,<br />
incentives, bonuses, promotion, benefits, stock options<br />
and performance targets <strong>of</strong> top executives, remuneration<br />
<strong>of</strong> Directors, strategies for attracting and retaining<br />
employees, employee development programmes and<br />
other key issues referred by the Board <strong>of</strong> Directors <strong>of</strong><br />
your Company.<br />
During the year under review, the Committee comprised<br />
<strong>of</strong> the following Directors:<br />
• Mr. S. N. Ladhani<br />
• Ms. Bala Deshpande<br />
• Lt. Gen. N. S. Narahari<br />
• Pr<strong>of</strong>. P. N. Thirunarayana<br />
• Mr. Anil Kumar Ganguly<br />
2<br />
4<br />
3<br />
3<br />
3<br />
Mr. N. Srivatsa, Company Secretary, is the Secretary <strong>of</strong><br />
the Committee.<br />
During the year under review, no meetings <strong>of</strong> the<br />
Committee were held.<br />
Consequent upon the resignation <strong>of</strong> Directors<br />
and appointment <strong>of</strong> Additional Directors as mentioned<br />
hereinabove, the Remuneration Committee and the<br />
ESOP Committee were merged into one committee<br />
namely “Remuneration and Compensation Committee”<br />
on October 15, 2008. <strong>The</strong> Committee is authorized,<br />
apart from the matters referred to above, to<br />
formulate and implement Employee Stock Option<br />
Scheme(s).<br />
<strong>The</strong> current composition <strong>of</strong> the Committee is as given<br />
below :<br />
• Diwan Arun Nanda - Chairman<br />
• Mr. Anil Kumar Ganguly<br />
• Mr. A. K. Ravi Nedungadi<br />
Remuneration <strong>of</strong> Directors<br />
<strong>The</strong> details <strong>of</strong> remuneration paid to the Directors during the<br />
year under review are given below:<br />
a) Remuneration <strong>of</strong> Executive Directors<br />
Name <strong>of</strong> the Director Salary payable<br />
per annum (Rs.)<br />
Capt. G. R. Gopinath<br />
Managing Director<br />
Capt. K. J. Samuel<br />
Executive Director<br />
Col. Jayanth K. Poovaiah<br />
Executive Director<br />
Actual Salary<br />
paid (Rs.)<br />
Rs. 30,00,000 Rs.16,20,968*<br />
Rs. 14,88,000 Rs.8,04,000*<br />
Rs. 24,00,000 NIL#<br />
* Ceased to be whole-time Directors from October 15,<br />
2008. Actual Salary paid is in respect <strong>of</strong> the period<br />
April 1, 2008 to October 15, 2008.<br />
# Ceased to be whole-time Director from October<br />
15, 2008. As the said Director was in charge <strong>of</strong> the<br />
Operations <strong>of</strong> the Charter Services, his Services and<br />
Remuneration were transferred to Deccan Charters<br />
Limited pursuant to the Composite Scheme <strong>of</strong><br />
Arrangement between your Company (formerly<br />
Deccan Aviation Limited), <strong>Kingfisher</strong> Training and<br />
Aviation Services Limited (formerly <strong>Kingfisher</strong> <strong>Airlines</strong><br />
Limited) and Deccan Charters Limited from the<br />
effective date <strong>of</strong> the Scheme as sanctioned by Hon’ble<br />
23
24<br />
High Court <strong>of</strong> Karnataka vide its Order dated June 16,<br />
2008.<br />
Mr. Vishnu Singh Rawal ceased to be Alternate Director<br />
w.e.f. October 1, 2008. His Services and Remuneration<br />
payable to him as an employee in the whole-time<br />
employment <strong>of</strong> the Charter Services Operations <strong>of</strong> your<br />
Company were transferred to Deccan Charters Limited<br />
pursuant to the Composite Scheme <strong>of</strong> Arrangement<br />
between your Company (formerly Deccan Aviation<br />
Limited), <strong>Kingfisher</strong> Training and Aviation Services<br />
Limited (formerly <strong>Kingfisher</strong> <strong>Airlines</strong> Limited) and<br />
Deccan Charters Limited from the effective date <strong>of</strong><br />
the Scheme as sanctioned by Hon’ble High Court <strong>of</strong><br />
Karnataka vide its Order dated June 16, 2008.<br />
b) Sitting fees <strong>of</strong> Non-Executive Directors:<br />
Name <strong>of</strong> the Director<br />
Fees paid for attending<br />
Board / Committee<br />
Meetings (Rs.)<br />
Dr. Vijay Mallya 1,00,000<br />
Lt. Gen. (Retd.) N. S. Narahari 1,50,000<br />
Mr. S. N. Ladhani` 1,20,000<br />
Mr. Vijay Amritraj 80,000<br />
Mr. A. K. Ravi Nedungadi 2,20,000<br />
Ms. Bala Deshpande Nil<br />
Mr. P. N. Thirunarayana 50,000<br />
Mr. Anil Kumar Ganguly 1,40,000<br />
Mr. Hitesh Patel 40,000<br />
Capt. G. R. Gopinath 80,000<br />
Capt. K. J. Samuel 60,000<br />
Mr. Piyush Mankad 60,000<br />
Dr. Naresh Trehan 30,000<br />
Diwan Arun Nanda 1,20,000<br />
Mr. Ghyanendra Nath Bajpai 40,000<br />
Mr. S. R. Gupte 20,000<br />
None <strong>of</strong> the Non-Executive Directors <strong>of</strong> your Company<br />
have any pecuniary relationship or transaction with your<br />
Company.<br />
c) Shareholding <strong>of</strong> Non-Executive Directors during the year<br />
under review<br />
Apart from Dr. Vijay Mallya, Capt. G. R. Gopinath<br />
and Capt. K. J. Samuel who held 1,51,17,321, 98,70,527<br />
and 79,56,807 Equity Shares <strong>of</strong> Rs. 10/- each respectively<br />
<strong>of</strong> your Company, no other Non-Executive Director held<br />
shares in your Company as on March 31, 2009.<br />
Corporate Governance (Contd.)<br />
None <strong>of</strong> the Non-Executive Directors owned any shares<br />
on beneficial basis during the year under review.<br />
6. GENERAL BODY MEETINGS<br />
<strong>The</strong> details in respect <strong>of</strong> the last three Annual General<br />
Meetings are furnished as under:<br />
Financial<br />
Year<br />
2005-2006 December 11,<br />
2006<br />
2006-2007 December 19,<br />
2007<br />
2007-2008 December 26,<br />
2008<br />
Date Time Venue<br />
10.30 a.m. Dr. Ambedkar<br />
Bhavan, Millers<br />
Road, Vasanthnagar,<br />
Bangalore - 560 052<br />
04.00 p.m. Senate Hall, Hotel<br />
Capitol, 3 Raj<br />
Bhavan Road,<br />
Bangalore - 560 001<br />
02.45 p.m. Dr. Ambedkar<br />
Bhavan, Millers<br />
Road, Vasanthnagar,<br />
Bangalore - 560 052<br />
All the resolutions set out in the Notices,<br />
including Special Resolutions were passed by the<br />
Shareholders.<br />
Postal Ballot<br />
Your Company has not passed any resolution at the<br />
above Annual General Meetings which was required to<br />
be passed through Postal Ballot as per the provisions <strong>of</strong><br />
the Companies Act, 1956 (“the Act”) and the rules framed<br />
thereunder.<br />
Pursuant to Section 192A <strong>of</strong> the Companies Act, 1956, your<br />
Company conducted Postal Ballot exercises following the<br />
provisions and rules framed under the Act for conducting<br />
Postal Ballot.<br />
<strong>The</strong> details / results <strong>of</strong> the Postal Ballot exercises so conducted<br />
are as under:<br />
Date <strong>of</strong><br />
Notice<br />
<strong>of</strong> Postal<br />
Ballot<br />
October<br />
31, 2008<br />
Date <strong>of</strong><br />
Scrutinizer’s<br />
Report<br />
December 16,<br />
2008<br />
Description Result<br />
Special Resolution<br />
under Section 17 <strong>of</strong><br />
the Companies Act,<br />
1956 for Alteration<br />
<strong>of</strong> Clause 3 viz. the<br />
Objects Clause <strong>of</strong><br />
the Memorandum<br />
<strong>of</strong> Association <strong>of</strong> the<br />
Company<br />
Carried with<br />
requisite<br />
majority.<br />
Number <strong>of</strong> votes<br />
cast in favour –<br />
16,33,29,885<br />
Number <strong>of</strong> votes<br />
cast against –<br />
10,475
Corporate Governance (Contd.)<br />
Date <strong>of</strong><br />
Notice<br />
<strong>of</strong> Postal<br />
Ballot<br />
May 28,<br />
2009<br />
Date <strong>of</strong><br />
Scrutinizer’s<br />
Report<br />
Description Result<br />
Ordinary Resolution<br />
under Section 293 (1)<br />
(d) <strong>of</strong> the Companies<br />
Act, 1956 authorising<br />
the Board <strong>of</strong> Directors<br />
to borrow moneys<br />
upto an aggregate<br />
amount <strong>of</strong> Rs. 7,500<br />
Crores (Rupees<br />
Seven Thousand Five<br />
Hundred Crores)<br />
Carried with<br />
requisite<br />
majority.<br />
Number <strong>of</strong> votes<br />
cast in favour –<br />
16,29,13,834<br />
Number <strong>of</strong> votes<br />
cast against –<br />
4,22,525<br />
Ordinary Resolution Carried with<br />
under Section 293 (1) requisite<br />
(a) <strong>of</strong> the Companies majority.<br />
Act, 1956 for creating Number <strong>of</strong> votes<br />
security on the Assets cast in favour –<br />
<strong>of</strong> the Company in 16,29,14,676<br />
connection with the Number <strong>of</strong> votes<br />
amounts borrowed/ to cast against –<br />
be borrowed by the<br />
Company<br />
4,21,647<br />
July 16, 2009 Ordinary Resolution<br />
under Section 293 (1)<br />
(d) <strong>of</strong> the Companies<br />
Act, 1956 authorising<br />
the Board <strong>of</strong> Directors<br />
to borrow moneys<br />
upto an aggregate<br />
amount <strong>of</strong> Rs. 12,500<br />
Crores (Rupees<br />
Twelve Thousand Five<br />
Hundred Crores)<br />
Ordinary Resolution<br />
under Section 293(1)<br />
(a) <strong>of</strong> the Companies<br />
Act, 1956 for creating<br />
security on the Assets<br />
<strong>of</strong> the Company in<br />
connection with the<br />
amounts borrowed/to<br />
be borrowed by the<br />
Company.<br />
Carried with<br />
requisite<br />
majority.<br />
Number <strong>of</strong> votes<br />
cast in favour –<br />
15,57,76,193<br />
Number <strong>of</strong> votes<br />
cast against –<br />
6,11,165<br />
Carried with<br />
requisite<br />
majority.<br />
Number <strong>of</strong> votes<br />
cast in favour –<br />
15,57,70,187<br />
Number <strong>of</strong> votes<br />
cast against –<br />
6,11,161<br />
<strong>The</strong> Postal Ballot exercise was conducted by Mr. G. Krishna,<br />
Company Secretary in Practice, Scrutinizer appointed for this<br />
purpose.<br />
7. DISCLOSURES<br />
During the year under review, there were no materially<br />
significant related party transactions with your<br />
Company’s promoters, the Directors or the management,<br />
their subsidiaries or relatives etc. that may have potential<br />
conflict with the interests <strong>of</strong> your Company at large.<br />
Details <strong>of</strong> related party transactions form part <strong>of</strong> Notes<br />
to Accounts.<br />
Your Company has complied with all the statutory<br />
requirements comprised in the Listing Agreements /<br />
Regulations / Guidelines / Rules <strong>of</strong> the Stock Exchanges /<br />
SEBI / other statutory authorities excepting when it could<br />
not hold an Audit Committee Meeting on January 31,<br />
2009 for lack <strong>of</strong> quorum. Also with respect to furnishing<br />
and publication <strong>of</strong> the Audited Financial Results relating<br />
to the Year ended March 31, 2009 in terms <strong>of</strong> Clause<br />
41 <strong>of</strong> the Listing Agreement, the Audit Committee<br />
Meeting to consider the Audited Financial Results for<br />
Year ended March 31, 2009 was convened to be held<br />
on June 29, 2009. However, due to the non availability<br />
<strong>of</strong> the Independent Directors as well as the Chairman<br />
<strong>of</strong> the Audit Committee (who met with an unfortunate<br />
accident) the requisite quorum for the Audit Committee<br />
Meeting was not present and the Audit Committee<br />
Meeting could not be held.<br />
<strong>The</strong> Board <strong>of</strong> Directors were <strong>of</strong> the opinion that it<br />
would be neither appropriate and proper in terms <strong>of</strong><br />
the compliance <strong>of</strong> the letter and spirit <strong>of</strong> Corporate<br />
Governance nor in the interest <strong>of</strong> the investors, to have<br />
the Annual Audited Accounts considered and<br />
recommended / approved by the meetings <strong>of</strong> the Audit<br />
Committee and the Board <strong>of</strong> Directors without adequate<br />
representation and participation <strong>of</strong> independent<br />
directors and without the presence <strong>of</strong> the Chairman <strong>of</strong><br />
the Audit Committee. <strong>The</strong> said Financial Results were<br />
however considered at the Audit Committee Meeting<br />
held on July 28, 2009 and approved by the Board <strong>of</strong><br />
Directors at the Board Meeting held the same day. SEBI<br />
and National Stock Exchange Limited have issued Show<br />
Cause Notices on the above which are being dealt with.<br />
In view <strong>of</strong> the de-merger Appointed Date being April 1,<br />
2008, and with a view to present to the shareholders a<br />
transparent financial statement <strong>of</strong> the airline business<br />
post-integration and to enable your Company to<br />
synchronize its accounting year as April 1 to March 31<br />
every year in line with the uniform financial year <strong>of</strong> the<br />
other companies in the UB Group <strong>of</strong> which your company<br />
is a constituent, the Board <strong>of</strong> Directors <strong>of</strong> your Company<br />
decided that your Company should present one single<br />
financial statement to the Members commencing April<br />
1, 2008 (the Appointed Date under the Scheme) and<br />
ending on March 31, 2009. As a consequence, the<br />
reporting period for the previous accounting year was<br />
for a period <strong>of</strong> nine months from July 1, 2007 to March<br />
31, 2008.<br />
25
26<br />
Considering that, the Company’s financial year 2007-08<br />
would be for the period July 1, 2007 to June 30, 2008,<br />
the Company availed the 3 months option available<br />
under the listing agreement for publication <strong>of</strong> the<br />
Audited Financial Results for the said financial year.<br />
However, in end September 2008, it was decided that,<br />
in view <strong>of</strong> reasons stated above, the financial year 2007-<br />
08 should be advanced to end on March 31, 2008 and<br />
accordingly, the Audited financial statements for the<br />
same was considered at the Audit Committee Meeting<br />
held in October 2008.<br />
In view <strong>of</strong> the above, there was a gap <strong>of</strong> 4 months<br />
between the two Audit Committee Meetings as observed<br />
in the certificate <strong>of</strong> the Practicing Company Secretary<br />
relating to compliance <strong>of</strong> Corporate Governance.<br />
<strong>The</strong>re were no other instances <strong>of</strong> non-compliance by<br />
your Company nor have any penalties, strictures been<br />
imposed by Stock Exchanges or SEBI or any statutory<br />
authority since incorporation <strong>of</strong> your Company on any<br />
matter related to capital markets.<br />
8. MEANS OF COMMUNICATION<br />
<strong>The</strong> unaudited quarterly and half-yearly results are sent<br />
to all the Stock Exchanges where the shares <strong>of</strong> your<br />
Company are listed. <strong>The</strong> results are normally published<br />
in Business Standard and Kannada Prabha.<br />
<strong>The</strong> results are displayed on your Company’s website<br />
www.flykingfisher.com.<br />
9. MANAGEMENT DISCUSSION AND ANALYSIS REPORT<br />
<strong>The</strong> Management Discussion & Analysis Report forms<br />
part <strong>of</strong> this Annual Report.<br />
10. GENERAL SHAREHOLDERS’ INFORMATION<br />
a) Annual General<br />
Meeting<br />
Date September 29, 2009<br />
Time 2.45 p.m.<br />
Venue Good Shepherd Auditorium,<br />
Opp. St. Joseph’s<br />
Pre-University College,<br />
Residency Road,<br />
Bangalore -560 025.<br />
b) Financial Year April 1, 2008 to March 31, 2009<br />
c) Dates <strong>of</strong> Book Closure Friday, September 25, 2009 to<br />
Tuesday, September 29, 2009<br />
(both days inclusive)<br />
d) Dividend Payment<br />
Date<br />
Corporate Governance (Contd.)<br />
Your Company has not<br />
declared any dividend for the<br />
period April 1, 2008 to March<br />
31, 2009.<br />
e) Listing Fees <strong>The</strong> listing fees for the year<br />
2009-10 have been paid to<br />
both the Stock Exchanges<br />
where your Company’s equity<br />
shares are listed.<br />
f) Registered Office UB Tower, Level 12, UB City, 24<br />
Vittal Mallya Road, Bangalore<br />
560 001 (w.e.f. June 2, 2008)<br />
g) Listing on Stock<br />
Exchanges in India<br />
Bombay Stock Exchange<br />
Limited, P. J. Towers, Dalal<br />
Street, Mumbai 400 001<br />
National Stock Exchange <strong>of</strong><br />
India Limited, Exchange Plaza,<br />
C/1, Block G, Bandra-Kurla<br />
Complex, Bandra (E),<br />
Mumbai 400 051<br />
h) Stock Code BSE- 532747<br />
NSE- SYMBOL- AIRDECCAN<br />
(upto October 5, 2008)<br />
NSE- SYMBOL- KFA<br />
(w.e.f. October 6, 2008)<br />
i) ISIN No. INE438H01019<br />
<strong>The</strong> listing fees for the year 2008-09 have been paid<br />
to both the Stock Exchanges<br />
j) Financial Calendar for the period April 1, 2009 to<br />
March 31, 2010 is as given below:<br />
First Quarterly<br />
Results<br />
Second Quarterly<br />
Results<br />
Third Quarterly<br />
Results<br />
Fourth Quarterly<br />
Results<br />
k) Market Price Data<br />
July 28, 2009<br />
By October 31, 2009<br />
By January 31, 2010<br />
By April 30, 2010<br />
<strong>The</strong> shares <strong>of</strong> the Company are listed on Bombay<br />
Stock Exchange Limited and National Stock<br />
Exchange <strong>of</strong> India Limited. <strong>The</strong> table below sets out<br />
the monthly high and low quotations <strong>of</strong> the shares<br />
traded during the year under review. Your Company’s<br />
Management cautions the readers that the share<br />
price performance shown in the table below should<br />
not be considered to be indicative <strong>of</strong> the share price<br />
in the future.
Corporate Governance (Contd.)<br />
l) Share Price <strong>of</strong> your Company<br />
ON BSE ON NSE<br />
Month High (Rs.) Low (Rs.) Close (Rs.) Volume (Nos.) High (Rs.) Low (Rs.) Close (Rs.) Volume (Nos.)<br />
April 2008 151.30 113.40 143.30 6135083 151.90 113.15 143.45 16397134<br />
May 2008 158.50 115.00 115.85 4468142 158.45 115.00 115.60 13326597<br />
June 2008 117.50 59.00 59.85 4001746 117.00 59.00 59.90 11920653<br />
July 2008 84.75 54.00 79.20 12777869 84.25 52.00 79.15 33083760<br />
August 2008 96.20 75.00 79.35 6725383 96.30 75.00 79.60 16618888<br />
September 2008 93.70 52.25 60.10 5866677 94.70 52.55 60.25 17238723<br />
October 2008 64.30 24.90 32.25 4781921 64.50 24.15 32.25 10564998<br />
November 2008 36.80 22.00 27.50 9224859 38.00 22.10 27.65 18630910<br />
December 2008 43.85 25.85 40.70 21039281 44.00 25.50 40.80 41858406<br />
January 2009 44.70 30.10 35.05 15003212 44.85 30.00 35.05 33358011<br />
February 2009 37.85 30.55 32.30 14566838 37.60 30.50 32.30 35248818<br />
March 2009 37.00 24.40 33.40 10658739 35.60 24.40 33.45 28699032<br />
<strong>The</strong> Company’s performance for the period from April 1, 2008 to March 31, 2009 vis-à-vis BSE Sensex<br />
Your Company vis-à-vis BSE<br />
Your Company vis-à-vis NSE<br />
27
m) Registrar and Share Transfer Agents<br />
28<br />
Karvy Computershare Pvt. Ltd.<br />
Plot No. 17-24, Vittal Rao Nagar,<br />
Madhapur, Hyderabad - 500 081<br />
Tel No. : 91-040 - 23420816 - 824<br />
Fax No. : 91- 040 - 23420814<br />
Email ID : einward.ris@karvy.com<br />
n) Share Transfer System<br />
Corporate Governance (Contd.)<br />
<strong>The</strong> power to consider and approve share transfers/ transmission/ transposition/ consolidation/ subdivision etc. has been<br />
delegated to a Committee <strong>of</strong> Directors as indicated under the heading “Share Allotment, Transfers and Investor Grievance<br />
Committee”. <strong>The</strong> Committee meets generally once in a month. <strong>The</strong> requirements under the Listing Agreement/ Statutory<br />
regulations in this regard are being followed.<br />
o) Distribution <strong>of</strong> Shareholding as on March 31, 2009<br />
Equity Shares held Shareholders Shares held %<br />
1 - 5000 62144 7,077,012 2.66%<br />
5001 - 10000 2491 2,055,084 0.77%<br />
10001 - 20000 1068 1,661,745 0.63%<br />
20001 - 30000 384 996,991 0.38%<br />
30001 - 40000 156 566,232 0.21%<br />
40001 - 50000 153 733,056 0.28%<br />
50001 - 100000 230 1,712,144 0.64%<br />
100001 & Above 264 251,106,619 94.43%<br />
Total 66890 265,908,883 100.00<br />
p) Shareholding Pattern as on March 31, 2009<br />
Sl. No. Name <strong>of</strong> Shareholder No. <strong>of</strong> shares % <strong>of</strong> holding<br />
1. Promoters 176,217,925 66.27<br />
2. Mutual Funds / UTI 13,995,802 5.26<br />
3. Financial Institutions / Banks 11,200 0.00<br />
4. Venture Capital Funds 0 0.00<br />
5. Insurance Companies 1,254,420 0.47<br />
6. Bodies Corporate 20,664,305 7.77<br />
7. Individuals 37,127,444 13.96<br />
8. Trusts 515,959 0.19<br />
9. Clearing Members 1,158,099 0.44<br />
10. Foreign Institutional Investors 1,705,877 0.64<br />
11. Foreign Corporate Bodies 12,268,297 4.61<br />
12. Non Resident Indians 283,755 0.11<br />
13. Foreign Nationals 705,800 0.27<br />
Total 265,908,883 100.00
Corporate Governance (Contd.)<br />
q) Percentage <strong>of</strong> Shares held in Physical & Electronic Form as on March 31, 2009<br />
Sl. No. Category Holders Total Shares % To Equity<br />
1. Physical 40 32,832,809 12.35<br />
2. NSDL 47219 123,040,203 46.27<br />
3. CDSL 19631 110,035,871 41.38<br />
Total 66890 265,908,883 100.00<br />
Your Company has not issued GDRs/ADRs/Warrants or any convertible instruments.<br />
r) Dematerialisation <strong>of</strong> Shares<br />
87.65% <strong>of</strong> the paid-up capital is held in dematerialized form as on March 31, 2009 and 96.28% as on date.<br />
s) Insider Trading<br />
All the Directors and Senior Management Personnel have affirmed compliance <strong>of</strong> “<strong>The</strong> Code <strong>of</strong> Business Conduct and<br />
Ethics” as suggested under the SEBI (Prohibition <strong>of</strong> Insider Trading) Regulations, 1992 and have executed Indemnity<br />
Bonds there<strong>of</strong>, individually.<br />
t) Address for Correspondence<br />
Shareholder correspondence should be addressed to your Company’s Registrar and Share Transfer Agents:<br />
Karvy Computershare Pvt. Ltd.<br />
Plot No. 17-24, Vittal Rao Nagar, Madhapur,<br />
Hyderabad - 500 081<br />
Tel No.: 91-040- 23420816-824<br />
Fax No.: 91-040- 23420814<br />
Email ID: einward.ris@karvy.com<br />
Investors may also write to or contact Mr. N. Srivatsa, Company Secretary at:<br />
<strong>Kingfisher</strong> <strong>Airlines</strong> Limited<br />
35/2, Cunningham Road, Bangalore - 560 052<br />
Tel.: 91- 080-41148190-99<br />
Fax : 91-080-22352645/41148849<br />
Email: N.Srivatsa@flykingfisher.com<br />
In compliance with the provisions <strong>of</strong> Clause 47(f) <strong>of</strong> the Listing Agreement with the Stock Exchanges, an exclusive<br />
email id, viz investor.relations@flykingfisher.com has been designated for registering complaints by investors, which has<br />
been displayed on the website <strong>of</strong> your Company www.flykingfisher.com.<br />
NON MANDATORY REQUIREMENTS<br />
a. Remuneration Committee Your Company has “Remuneration and Compensation” Committee.<br />
b. Shareholders Rights Your Company’s half-yearly results are published in English and Kannada newspapers.<br />
Hence the same are not sent to the shareholders.<br />
c. Training <strong>of</strong> Board Members <strong>The</strong> Board <strong>of</strong> Directors comprises <strong>of</strong> well experienced and accomplished members and<br />
their formal training is considered not necessary.<br />
d. Whistle Blower Policy Your Company has a Whistle Blower Policy in place.<br />
29
To,<br />
30<br />
CERTIFICATE OF THE PRACTISING COMPANY SECRETARY IN RESPECT OF<br />
COMPLIANCE OF CORPORATE GOVERNANCE<br />
<strong>The</strong> Members <strong>of</strong> <strong>Kingfisher</strong> <strong>Airlines</strong> Limited<br />
Bangalore<br />
I have examined the compliance <strong>of</strong> conditions <strong>of</strong> Corporate Governance by <strong>Kingfisher</strong> <strong>Airlines</strong> Limited for the financial year<br />
ended 31 st March, 2009 as stipulated in Clause 49 <strong>of</strong> the Listing Agreement <strong>of</strong> the said Company with the Stock Exchanges in<br />
India.<br />
<strong>The</strong> compliance <strong>of</strong> the conditions <strong>of</strong> Corporate Governance is the responsibility <strong>of</strong> the management. My examination was<br />
limited to procedures and implementation there<strong>of</strong> adopted by the Company for ensuring the compliance with the conditions<br />
<strong>of</strong> Corporate Governance as stipulated in the above mentioned Listing Agreement.<br />
In my opinion and to the best <strong>of</strong> our information and according to the explanations given to me, I certify that, the Company has<br />
complied with the conditions <strong>of</strong> Corporate Governance as stipulated in Clause 49 <strong>of</strong> the above mentioned Listing Agreement<br />
except that as regards meetings <strong>of</strong> the Audit Committee, only 3 meetings were held during the year and there was a gap <strong>of</strong><br />
more than 4 months between the first two meetings <strong>of</strong> the said Committee.<br />
I state that in respect <strong>of</strong> investor grievances received during the financial year ended on March 31, 2009, no grievances are<br />
pending against the Company as per records maintained by the Company and presented to the Share Allotment, Transfers<br />
and Investor Grievance Committee.<br />
I further state that such compliance is neither an assurance as to the future viability <strong>of</strong> the Company nor the efficiency or<br />
effectiveness with which the management has conducted the affairs <strong>of</strong> the Company.<br />
Bangalore G. Krishna<br />
July 28, 2009 Company Secretary<br />
Membership No. ACS-9716<br />
CP-5793<br />
CEO / CFO Certificate<br />
In terms <strong>of</strong> the requirement <strong>of</strong> the amended Clause 49, the Certificates from CEO / CFO have been obtained.<br />
Bangalore Dr. Vijay Mallya<br />
July 28, 2009 Chairman & CEO<br />
On behalf <strong>of</strong> the Board <strong>of</strong> Directors<br />
DECLARATION REGARDING AFFIRMATION OF CODE OF CONDUCT<br />
In accordance with Clause 49 <strong>of</strong> the Listing Agreement with the Stock Exchange(s) it is hereby declared that all the Directors<br />
and Senior Management Personnel <strong>of</strong> the Company have affirmed compliance with the Code <strong>of</strong> Conduct <strong>of</strong> the Company for<br />
the year ended 31 st March, 2009.<br />
Bangalore Dr. Vijay Mallya<br />
July 28, 2009 Chairman & CEO<br />
Corporate Governance (Contd.)
Management Discussion and Analysis Report<br />
1. Industry structure and developments<br />
a. In spite <strong>of</strong> the global recessionary trends, India<br />
managed 6.7% economic growth in the fiscal<br />
2009 despite the manufacturing sector recording a<br />
dismal performance. A growth rate <strong>of</strong> 5.8% during<br />
the last quarter <strong>of</strong> the fiscal and a 4.7% growth<br />
during the first quarter <strong>of</strong> 2009-10, at a time when<br />
most developed economies have shrunk, puts India<br />
among the top-most growing nations.<br />
b. However, the global economic slowdown has<br />
impacted the aviation sector adversely across the<br />
world. <strong>The</strong> International Air Transport Association<br />
(IATA) has forecast that the global aviation industry<br />
will incur US$9 billion losses this year. Asia-Pacific<br />
region alone will account for more than a third or<br />
US$3.3 billion <strong>of</strong> the forecast losses.<br />
c. India alone accounted for nearly US$2 billion losses<br />
in FY09.<br />
d. Passenger traffic for the Indian Aviation Industry<br />
declined significantly in FY09 given the economic<br />
slowdown. This has been further heightened by<br />
the events <strong>of</strong> 26/11 Mumbai terrorist attacks. <strong>The</strong><br />
financial year was marked by an unprecedented<br />
rise in fuel prices touching a high <strong>of</strong> close to $150<br />
per barrel in July 2008. Further there was also a<br />
20 % depreciation <strong>of</strong> the Indian Rupee adversely<br />
impacting a large proportion <strong>of</strong> the operational<br />
costs. High ATF prices (Tax incidence <strong>of</strong> over 50% on<br />
base price), High airport handling charges, Route<br />
Dispersal Guidelines (a regulatory requirement that<br />
require airlines to compulsory fly to certain sectors<br />
whether commercially viable or not, taking into<br />
account the Government’s need for air transport<br />
services <strong>of</strong> different regions in the country) further<br />
contributed to the woes <strong>of</strong> the aviation industry in<br />
India.<br />
e. <strong>The</strong> Indian Airline Industry responded with sharp<br />
capacity cuts to rectify the excess supply situation<br />
and curtail losses. Your Company has been at<br />
the forefront <strong>of</strong> capacity correction, reducing<br />
operating domestic capacity by over 20% over the<br />
last Fiscal.<br />
2. Industry impact on your Company<br />
a. Given the slow-down in the air travel market,<br />
pr<strong>of</strong>itability continues to remain a concern for<br />
airlines in the short-term given high cost <strong>of</strong><br />
operations.<br />
b. However, your Company is well positioned to<br />
service current slowdown environment and will<br />
continue to cut costs while adding new revenue<br />
streams. It is our expectation that Government<br />
will create a conducive environment to assist and<br />
revive the ailing aviation industry such that a viable<br />
business model can operate in pr<strong>of</strong>its.<br />
3. Segment–wise or product-wise performance<br />
a. During the year under review, your Company<br />
continued to operate in a single business segment,<br />
i.e. <strong>of</strong> providing air transportation services.<br />
b. During the year under review, your Company<br />
connected 70 destinations in India and commenced<br />
international operations in September, 2008.<br />
4. Internal control systems and their adequacy<br />
a. Your Company has a proper and adequate system<br />
<strong>of</strong> internal controls commensurate with its size<br />
and nature <strong>of</strong> operations to provide reasonable<br />
assurance that all assets are safeguarded,<br />
transactions are authorised, recorded and<br />
reported properly and applicable statutes,<br />
codes <strong>of</strong> conduct and corporate policies are duly<br />
complied with.<br />
b. <strong>The</strong> Internal audit department reviews the<br />
adequacy and efficacy <strong>of</strong> the key internal controls,<br />
guided by the Audit Committee <strong>of</strong> the Board.<br />
c. <strong>The</strong> Company’s Audit Committee comprises<br />
four Non–executive Directors: Mr. A. K. Ganguly,<br />
Chairman, Diwan Arun Nanda, Dr. Naresh Trehan<br />
and Mr. A. K. Ravi Nedungadi. One <strong>of</strong> the objectives<br />
<strong>of</strong> the Audit Committee is to review the reports<br />
submitted by the Internal Audit Department<br />
and to monitor follow-up and corrective action<br />
by Management. <strong>The</strong> Audit Committee was<br />
reconstituted on June 30, 2009 to co opt Mr. S. R.<br />
Gupte as a member. <strong>The</strong> Committee now comprises<br />
Mr. Anil Kumar Ganguly - Chairman, Diwan Arun<br />
Nanda, Dr. Naresh Trehan, Mr. A. K. Ravi Nedungadi<br />
and Mr. S. R. Gupte<br />
d. Your Company has a compliance procedure<br />
to ensure that all laws, rules and regulations<br />
applicable to it are complied with.<br />
31
32<br />
e. <strong>The</strong> Company Secretary is the designated<br />
Compliance Officer to ensure compliance with<br />
SEBI regulations and with the Listing Agreement<br />
with National Stock Exchange <strong>of</strong> India Limited and<br />
Bombay Stock Exchange Limited.<br />
f. Your Company has a process <strong>of</strong> both external and<br />
internal safety audits for each area <strong>of</strong> operation.<br />
Your Company is in full compliance with all laws,<br />
rules and regulations relating to airworthiness,<br />
air safety and other statutory operational<br />
requirements.<br />
g. Your Company, as part <strong>of</strong> its Risk Management<br />
strategy, reviews, on a continuous basis, its<br />
strategies, processes, procedures and guidelines<br />
to effectively identify and mitigate risks. Further,<br />
the Management has developed a procedure<br />
to ensure adequate disclosures <strong>of</strong> key risks and<br />
mitigation initiatives to the Audit Committee <strong>of</strong><br />
the Board.<br />
5. Analysis <strong>of</strong> operational performance for the period<br />
ended March 31, 2009<br />
<strong>The</strong> current financial period is for twelve months from<br />
April 1, 2008 to March 31, 2009 (FY09) and is the first<br />
year <strong>of</strong> the consolidated airline entity and therefore,<br />
not strictly comparable with the results <strong>of</strong> the previous<br />
financial period <strong>of</strong> 09 months from July 1, 2007 to March<br />
31, 2008 (FY08) on account <strong>of</strong> differing accounting<br />
periods.<br />
Income<br />
a. Your Company’s total income stood at Rs. 55,774.73<br />
million during the twelve month period from April<br />
1, 2008 to March 31, 2009.<br />
Management Discussion and Analysis Report (Contd.)<br />
b. Income from operations formed 94% <strong>of</strong> total<br />
income at Rs. 52,691.7 million. Your Company<br />
carried 10.9 million revenue passengers in FY09,<br />
down 19% over FY08.<br />
c. Other income stood at Rs. 3083.02 million<br />
during the twelve month period from April 1,<br />
2008 to March 31, 2009. This includes incentives<br />
received from aircraft manufacturer <strong>of</strong> Rs. 255.50<br />
million.<br />
d. Your Company’s robust airline operation helped<br />
in facing a lot <strong>of</strong> challenges in FY09 including<br />
capacity reduction, sky-high oil prices, effects <strong>of</strong><br />
26/11 terror attacks, economic slowdown and<br />
part - deferral <strong>of</strong> international operations.<br />
Expenditure<br />
Total expenditure stood at Rs. 74,951.43 million during<br />
the twelve month period from April 1, 2008 to March<br />
31, 2009.<br />
a. Aircraft Fuel Expenses: Expenditure on fuel stood<br />
at Rs. 26,026.2 million during the twelve month<br />
period from April 1, 2008 to March 31, 2009<br />
accounting to 35% <strong>of</strong> the total costs. Domestic ATF<br />
price movement in INR is given below.<br />
b. Aircraft Engine / Lease Rentals: Aircraft / engine<br />
lease rentals stood at Rs. 11,851.32 million during<br />
the twelve month period from April 2008 to
Management Discussion and Analysis Report (Contd.)<br />
March 2009. During the period under review,<br />
your Company returned 8 A320s and 3 ATR 42-500<br />
aircraft while adding 5 A330 wide bodies, which<br />
added to the lease rentals on our existing fleet.<br />
Average fleet strength <strong>of</strong> your Company during<br />
FY09 was 84.<br />
c. Employee Remuneration and Benefits (Personnel<br />
Costs) : Employee remuneration and benefits stood<br />
at Rs. 8,238.52 million during the twelve month<br />
period from April 2008 to March 2009. Average<br />
headcount for your Company during FY09 was<br />
8,614.<br />
d. Other Operating Expenses: Other operating<br />
expenses stood at Rs. 25,465.41 million during the<br />
twelve month period from April 1, 2008 to March<br />
31, 2009. <strong>The</strong> same is impacted by the increase<br />
in level <strong>of</strong> operations, domestic and international<br />
during the period under review.<br />
e. Interest and Finance Charges: Interest and Finance<br />
Charges were at Rs. 6,962.32 million during the<br />
twelve month period from April 1, 2008 to March<br />
31, 2009.<br />
f. Depreciation and Amortization: Depreciation<br />
charges were Rs.1,332.0 million during the twelve<br />
month period from April 1, 2008 to March 31, 2009.<br />
Amortization charges stood at Rs.383.88 million<br />
during the twelve month period from April 1, 2008<br />
to March 31, 2009.<br />
g. Maintenance Rent Reversed: During the twelve<br />
month period from April 1, 2008 to March 31, 2009,<br />
in order to cut costs, your Company converted its<br />
Maintenance Reserve Cash payments to Letters <strong>of</strong><br />
Credit based payments. <strong>The</strong> net saving as a result <strong>of</strong><br />
this reversing was Rs. 5,308.244 million.<br />
h. Provision for Tax: Our total tax expense, comprising<br />
fringe benefit tax, was Rs. 125 million during the<br />
twelve month period from April 1, 2008 to March<br />
31, 2009.<br />
i. Loss after Tax Expense for the Year: Loss after<br />
tax during the twelve month period from April 1,<br />
2008 to March 31, 2009 was Rs. 16,088.30 million<br />
primarily due to following reasons:<br />
• Significant impact <strong>of</strong> high fuel prices in the first<br />
half <strong>of</strong> FY09.<br />
• Impact <strong>of</strong> start-ups <strong>of</strong> International<br />
Operations.<br />
• One time impact <strong>of</strong> Deccan re-branding and<br />
aircraft redelivery.<br />
• Impact <strong>of</strong> the depreciation <strong>of</strong> the Indian Rupee.<br />
• Interest costs <strong>of</strong> parked aircraft.<br />
6. Material developments in Human Resources /<br />
Industrial Relations front, including number <strong>of</strong> people<br />
employed<br />
a. <strong>The</strong> average number <strong>of</strong> employees for FY09 period<br />
was 8,614.<br />
b. <strong>The</strong>re were no material developments as regards<br />
human resources / industrial relations front during<br />
the period under review.<br />
7. Your Company’s Outlook<br />
a. Your Company which commenced operations in<br />
August, 2003 is today India’s largest domestic<br />
carrier by passengers flown and cities. Despite<br />
aggressive capacity reduction in FY09, your<br />
Company continued to enjoy market leadership<br />
with a market share <strong>of</strong> over 26% whilst having a<br />
wide network in India covering in excess <strong>of</strong> 90% <strong>of</strong><br />
the addressable passenger base.<br />
b. True to its vision that says “<strong>The</strong> <strong>Kingfisher</strong> <strong>Airlines</strong><br />
family will consistently deliver a safe, value-based<br />
and enjoyable travel experience to all its guests”,<br />
your Company <strong>of</strong>fers a world class product to its<br />
guests. Besides numerous awards and accolades,<br />
your Company is the only airline with a ‘5-star’<br />
rating (sixth in the world and the only domestic<br />
airline in the world) by Skytrax.<br />
c. During FY09, the airline transitioned its low fare<br />
product from “Air Deccan” to the new and vibrant<br />
33
34<br />
“<strong>Kingfisher</strong> Red” (KFR) class <strong>of</strong> service. KFR went<br />
through the following product enhancements:<br />
• Enhanced distribution width through enrollment<br />
on the GDS system.<br />
• Enhanced consumer service delivery across<br />
airport and all other consumer touch points.<br />
• Enhanced in-flight service through provision <strong>of</strong><br />
“best in class" meals free <strong>of</strong> cost.<br />
• Enhanced consumer value through provision <strong>of</strong><br />
frequent flyer program.<br />
d. Your Company also commenced international<br />
operations on Airbus A330 to the prestigious<br />
London market; one <strong>of</strong> the highest traffic markets<br />
for Indians from Bangalore and Mumbai. Your<br />
airline also started operations to Colombo from<br />
Bangalore and Chennai. However, for commercial<br />
reasons, your Company is discontinuing services<br />
on Bangalore – London and Bangalore – Colombo<br />
routes from September 15, 2009.<br />
e. Your Company has been on the forefront for<br />
capacity correction to control the slowdown in the<br />
market, reducing operating domestic capacity by<br />
over 20% over the last Fiscal. It has returned 11<br />
aircraft deemed excess in FY09, deferred aircraft<br />
deliveries, rationalized route network, and<br />
transferred certain seats <strong>of</strong> your Company’s route<br />
network to a single class low fare product in-order<br />
to effectively compete with low fare carriers.<br />
f. As per the Naresh Chandra Committee Report,<br />
Aviation Sector is an essential value addition<br />
for a vast geography like India because <strong>of</strong> the<br />
substantial impact it has towards the GDP growth<br />
<strong>of</strong> the country. <strong>The</strong> sector has created a direct<br />
employment opportunity to over 100,000 and<br />
further to over 600,000 indirectly.<br />
8. Opportunities and Threats, Risks and Concerns<br />
a. Your Company has undertaken a phased approach<br />
towards capacity additions as well as expansion<br />
in both the domestic and international markets.<br />
Progressive policies initiated by the Government<br />
as regards new bilateral agreements with various<br />
countries provide conducive framework for<br />
expansion <strong>of</strong> international operations.<br />
Management Discussion and Analysis Report (Contd.)<br />
b. Your Company will closely monitor market<br />
developments as well as the macro-economic<br />
environment in the country from a global<br />
perspective. Your Company is well-placed to<br />
take advantage <strong>of</strong> emerging business and tourist<br />
destinations in the country as well as augment<br />
services in case <strong>of</strong> established routes in order to<br />
further strengthen its domestic network.<br />
c. Your company continues to be at the forefront<br />
with regard to undertaking measures to improve<br />
pr<strong>of</strong>itability / reduce losses, including :<br />
• Planning for reduced / phased capacity<br />
induction<br />
• Deferring <strong>of</strong> aircraft deliveries as may be<br />
possible on the basis <strong>of</strong> induction plan<br />
• Rationalization <strong>of</strong> route structures<br />
• Optimization <strong>of</strong> human resources including<br />
cross-utilization<br />
• Review <strong>of</strong> distribution channels and costs<br />
d. Representations to the Ministry <strong>of</strong> Civil Aviation<br />
for relief in case <strong>of</strong> ATF costs, reduction <strong>of</strong> landing<br />
and navigation charges, against levy <strong>of</strong> additional<br />
airport charges, flexibility in case <strong>of</strong> Route Dispersal<br />
Guidelines, permission for self-handling at all<br />
airports, etc. <strong>The</strong> volatility in the prices <strong>of</strong> Aviation<br />
Turbine Fuel (ATF) as witnessed in the past few<br />
months continues to have significant impact on<br />
airline pr<strong>of</strong>itability. Discussions are ongoing with<br />
the Ministry <strong>of</strong> Civil Aviation for reduction in the<br />
exorbitant rate <strong>of</strong> taxes and duties on ATF. Your<br />
Company is also seeking to manage the adverse<br />
effects <strong>of</strong> steep increases in ATF prices by actively<br />
managing fuel consumption.<br />
e. <strong>The</strong> domestic market in the country continues<br />
to witness overcapacity in case <strong>of</strong> certain routes.<br />
However, with slow-down in capacity expansion,<br />
airlines are expected to rationalize capacity as well<br />
as pricing policies going forward.<br />
f. Government initiatives as regards aviation<br />
infrastructure development including efforts to<br />
reduce congestion at key airports such as Mumbai<br />
and Delhi have to be expedited.<br />
g. <strong>The</strong> slow-down in global economies could further<br />
adversely impact air traffic in the country in case <strong>of</strong>
Management Discussion and Analysis Report (Contd.)<br />
both domestic and international routes. Besides,<br />
factors such as political instability, weather<br />
conditions, bird hits, epidemics, pandemics,<br />
increased security measures, force majeure<br />
events, terrorist attacks and other acts <strong>of</strong> violence<br />
or war involving India, or other countries and<br />
other acts or potential acts <strong>of</strong> violence or war<br />
or natural calamity could adversely impact the<br />
aviation industry.<br />
9. Awards and Accolades<br />
Significant awards and accolades received by your<br />
Company during the period under review include:<br />
a. Your Company has received 2 global awards:<br />
‘Best Airline in Central Asia’ at the SKYTRAX<br />
World Airline Awards.<br />
<strong>Kingfisher</strong> RED named ‘Best Low Cost Airline<br />
in Central Asia’ at the SKYTRAX World Airline<br />
Awards.<br />
b. Your Company’s frequent flyer programme, King<br />
Club has won 2 global awards at Freddie awards:<br />
‘Best Bonus Promotion’ at Freddie Awards<br />
2008.<br />
‘Best Customer Service’ at Freddie Awards<br />
2008.<br />
c. Rated as India’s “Top Airline Brand” in a survey<br />
conducted by TNS on 'Asia Pacific's Top 1,000<br />
Brands' for 2008.<br />
d. Winner <strong>of</strong> the NDTV Business Leadership Award,<br />
for the second time in 2008.<br />
Cautionary Statement<br />
Statements in the management discussion and analysis<br />
describing your Company’s objectives, projections,<br />
estimates, expectations may be ‘forward-looking statement’<br />
within the meaning <strong>of</strong> applicable securities laws and<br />
regulations. Actual results could differ materially from those<br />
expressed or implied. Important factors that could make a<br />
difference to your Company’s operations include economic<br />
conditions in the domestic markets and overseas markets in<br />
which your Company operates, changes in the Government<br />
Regulations, tax laws and other statutes and incidental<br />
factors.<br />
35
TO<br />
THE MEMBERS OF KINGFISHER AIRLINES LIMITED<br />
(FORMERLY KNOWN AS DECCAN AVIATION LIMITED)<br />
36<br />
1. We have audited the attached Balance Sheet <strong>of</strong><br />
<strong>Kingfisher</strong> <strong>Airlines</strong> Limited (formerly known as Deccan<br />
Aviation Limited) (“the Company”) as at March 31,<br />
2009, the Pr<strong>of</strong>it and Loss Account and the Cash Flow<br />
Statement for the year ended on that date, annexed<br />
thereto. <strong>The</strong>se financial statements are the responsibility<br />
<strong>of</strong> the Company’s management. Our responsibility is to<br />
express an opinion on these financial statements based<br />
on our audit.<br />
2. We conducted our audit in accordance with auditing<br />
standards generally accepted in India. Those standards<br />
require that we plan and perform the audit to obtain<br />
reasonable assurance about whether the financial<br />
statements are free <strong>of</strong> material misstatement. An<br />
audit includes examining, on a test basis, evidence<br />
supporting the amounts and disclosures in the financial<br />
statements. An audit also includes assessing the<br />
accounting principles used and significant estimates<br />
made by management, as well as evaluating the overall<br />
financial statement presentation. We believe that our<br />
audit provides a reasonable basis for our opinion.<br />
3. As required by the Companies (Auditor’s Report) Order,<br />
2003 issued by the Central Government <strong>of</strong> India in terms<br />
<strong>of</strong> sub-section (4A) <strong>of</strong> section 227 <strong>of</strong> the Companies<br />
Act, 1956 (“the Act”), as amended by the Companies<br />
(Auditor’s Report) (Amendment) Order, 2004 (herein<br />
after collectively referred to as the “Order”) we enclose<br />
in the annexure a statement on matters specified in<br />
paragraphs 4 and 5 <strong>of</strong> the Order.<br />
4. <strong>The</strong> working results for the nine months ended March<br />
31, 2008 was after charging <strong>of</strong>f sums <strong>of</strong> Rs. 28,270,478<br />
and Rs. 2,628,571 towards amortization <strong>of</strong> training<br />
and preoperative expenses respectively based on<br />
the Company’s accounting policy <strong>of</strong> amortizing the<br />
said expenditure over a period <strong>of</strong> 3 years. We are <strong>of</strong><br />
the opinion that such accounting treatment is not in<br />
accordance with (AS) 26 on “Intangible Assets” issued<br />
by the Institute <strong>of</strong> Chartered Accountants <strong>of</strong> India and<br />
such expenses were required to be written <strong>of</strong>f to the<br />
pr<strong>of</strong>it and loss account as and when incurred. However,<br />
this has no impact on the current year’s Pr<strong>of</strong>it and Loss<br />
Account.<br />
5. Other Income for the fifteen months ended June 30,<br />
2006 included a sum <strong>of</strong> Rs. 267,220,000 towards certain<br />
Auditors' Report<br />
subsidy provided to the Company by one <strong>of</strong> its suppliers<br />
in conjunction with lease <strong>of</strong> aircrafts on operating lease<br />
basis. <strong>The</strong> previous auditors had reported that they<br />
were <strong>of</strong> the opinion that such accounting treatment<br />
was not in accordance with Accounting Standard 19<br />
on “Leases” and the subsidy should be recorded on a<br />
straight-line basis over the period <strong>of</strong> the lease. <strong>The</strong>ir<br />
audit report on the financial statements for the fifteen<br />
months ended June 30, 2006 was modified in this<br />
matter. We concur with the views <strong>of</strong> the said auditors<br />
in principle that such subsidy should be recognized on a<br />
systematic basis in the Pr<strong>of</strong>it and Loss Account over the<br />
periods necessary to match them with the related costs,<br />
which they are intended to compensate although the<br />
matter does not appear to be covered explicitly by the<br />
said AS 19.<br />
6. <strong>The</strong> Company novated its rights in certain aircrafts<br />
purchase agreements during the year in favor <strong>of</strong> certain<br />
lessors and took such aircrafts back on operating lease<br />
from the same persons. <strong>The</strong> Company incurred a loss<br />
<strong>of</strong> Rs. 1,362,960,844 on such novation (including<br />
interest on loans borrowed for making pre-delivery<br />
payments to aircraft manufacturers <strong>of</strong> Rs. 530,533,750).<br />
In the absence <strong>of</strong> an independent valuation report, we<br />
have relied on the representations <strong>of</strong> the management<br />
that the novation was not established at fair value, the<br />
fair value <strong>of</strong> the aircrafts is at least equal to or more<br />
than the cost <strong>of</strong> acquisition and the preconditions<br />
specified in AS 19 for deferring the said loss are<br />
satisfied. We do not express any independent opinion<br />
in the matter.<br />
7. We further report that, except for the effect, if any,<br />
<strong>of</strong> the matters stated in paragraphs 6 above and 13(a)<br />
below and note 31 <strong>of</strong> Schedule 19, whose effect are<br />
not ascertainable, had the observations made in<br />
paragraphs 4 & 5 above been considered, the loss after<br />
tax for the year ended March 31, 2009 would have been<br />
Rs. 16,040,796,016 (March 31, 2008 – Rs. 1,814,834,524)<br />
as against the reported loss <strong>of</strong> Rs. 16,088,299,349<br />
(March 31, 2008 – Rs. 1,881,361,073), the debit balance<br />
in pr<strong>of</strong>it and loss account as at March 31, 2009 would<br />
have been Rs. 25,886,490,461 (March 31, 2008 –<br />
Rs. 9,845,694,445) as against the reported figure <strong>of</strong><br />
Rs. 25,765,856,572 (March 31, 2008 – Rs. 9,677,557,223)<br />
and other liabilities would have been Rs. 3,597,561,827<br />
(March 31, 2008 – Rs. 680,362,049) as against the<br />
reported figure <strong>of</strong> Rs. 3,476,927,938 (March 31, 2008 –<br />
Rs. 512,224,827).
Auditors' Report (Contd.)<br />
8. As a result <strong>of</strong> the changes in the methods <strong>of</strong> accounting<br />
referred to in notes 34 to 36 <strong>of</strong> schedule 19, the loss for<br />
the year before tax expense, loss for the year after tax<br />
expense and debit balance in Pr<strong>of</strong>it and Loss Account as<br />
at March 31, 2009 stand reduced by Rs. 12,607,833,100,<br />
Rs. 11,432,697,935 and Rs. 11,432,697,935 respectively.<br />
9. Without qualifying our opinion, attention <strong>of</strong> the<br />
members is invited to note 30 <strong>of</strong> schedule 19, regarding<br />
the reasons for preparing the financial statements <strong>of</strong><br />
the Company on a going concern basis, notwithstanding<br />
the fact that its net worth is completely eroded.<br />
Further to our comments in the annexure referred to<br />
above, we report that:<br />
10. We have obtained all the information and explanations,<br />
which to the best <strong>of</strong> our knowledge and belief were<br />
necessary for the purpose <strong>of</strong> our audit.<br />
11. In our opinion, the Company has kept proper books <strong>of</strong><br />
account as required by Law so far as appears from our<br />
examination <strong>of</strong> those books.<br />
12. <strong>The</strong> Balance Sheet, Pr<strong>of</strong>it and Loss Account and<br />
Cash Flow Statement dealt with by this report are in<br />
agreement with the books <strong>of</strong> account.<br />
13. (a) Attention <strong>of</strong> the members is invited to note 19<br />
<strong>of</strong> schedule 19 regarding recognition <strong>of</strong> deferred<br />
tax credit during the year aggregating to<br />
Rs. 5,588,761,517 (period ended March 31, 2008<br />
Rs. 4,984,997,384) (Total amount recognized up<br />
to March 31, 2009 Rs. 16,697,320,245) by virtue<br />
<strong>of</strong> which its loss for the year and debit balance<br />
in Pr<strong>of</strong>it and Loss Account each stand reduced by<br />
Rs. 5,588,761,517 (Period ended March 31, 2008<br />
Rs. 4,984,997,384) and Rs. 16,697,320,245 (As at<br />
March 31, 2008 Rs. 4,984,997,384) respectively. In<br />
view <strong>of</strong> explanation 1 to clause 17 <strong>of</strong> Accounting<br />
Standard 22, we cannot express any independent<br />
opinion in the matter.<br />
(b) In our opinion, subject to the effect <strong>of</strong> the matters<br />
stated in paras 4 to 6 and 13(a) above, the Balance<br />
Sheet, Pr<strong>of</strong>it & Loss Account and Cash Flow<br />
Statement dealt with by this report comply in all<br />
material respects, with the mandatory Accounting<br />
Standards referred to in sub-section (3C) <strong>of</strong> section<br />
211 <strong>of</strong> the Act.<br />
14. On the basis <strong>of</strong> written representations received from<br />
Directors as on March 31, 2009 and taken on record<br />
by the Board <strong>of</strong> Directors, we report that none <strong>of</strong> the<br />
Directors <strong>of</strong> the Company, are disqualified as on that<br />
date from being appointed as a director, under clause (g)<br />
<strong>of</strong> sub-section (1) <strong>of</strong> section 274 <strong>of</strong> the Act.<br />
15. In our opinion and to the best <strong>of</strong> our knowledge<br />
and according to the information and explanations<br />
given to us, the said accounts subject to note 26 <strong>of</strong><br />
schedule 19 and read with other notes on accounts,<br />
give the information required by the Act in the manner<br />
so required and subject to the effect <strong>of</strong> the matters<br />
stated in paras 4 to 7 & 13(a) above, our observations<br />
in para 4 <strong>of</strong> the annexure and note 31 <strong>of</strong> schedule 19<br />
regarding the basis <strong>of</strong> estimation <strong>of</strong> unflown revenue<br />
as at March 31, 2009 (effect there<strong>of</strong> on revenue not<br />
ascertainable) give a true and fair view in conformity<br />
with the accounting principles generally accepted in<br />
India<br />
i. In the case <strong>of</strong> the Balance Sheet, <strong>of</strong> the state <strong>of</strong><br />
affairs <strong>of</strong> the Company as at March 31, 2009;<br />
ii. In the case <strong>of</strong> Pr<strong>of</strong>it and Loss account, <strong>of</strong> the loss<br />
for the year ended on that date; and<br />
iii. In the case <strong>of</strong> Cash Flow statement, <strong>of</strong> the cash<br />
flows for the year ended on that date.<br />
For B. K. RAMADHYANI & CO.<br />
Chartered Accountants<br />
Bangalore (R. Satyanarayana Murthi)<br />
July 28, 2009 Partner<br />
Membership No. 24248<br />
B. K. Ramadhyani & Co.<br />
Chartered Accountants<br />
4B, Chitrapur Bhavan<br />
No. 68, 8 th Main, 15 th Cross<br />
Malleswaram<br />
Bangalore – 560 055<br />
37
(AS REFERRED TO IN PARAGRAPH 3 OF OUR REPORT OF EVEN<br />
DATE TO THE MEMBERS OF KINGFISHER AIRLINES LIMITED<br />
(FORMERLY KNOWN AS DECCAN AVIATION LIMITED)<br />
38<br />
1. a. <strong>The</strong> Company has maintained proper records showing<br />
full particulars including quantitative details and<br />
situation <strong>of</strong> fixed assets.<br />
b. A portion <strong>of</strong> the fixed assets have been physically<br />
verified by the management during the year. We<br />
understand that no material discrepancies were<br />
noticed on such verification. We understand that a<br />
comprehensive verification <strong>of</strong> all fixed assets and<br />
incorporation <strong>of</strong> comprehensive description <strong>of</strong> assets<br />
and current location in the asset records is proposed<br />
to be carried out in the current year.<br />
c. <strong>The</strong>re was no substantial disposal <strong>of</strong> fixed assets<br />
during the year.<br />
2. a. Management has conducted physical verification <strong>of</strong><br />
inventory at reasonable intervals during the year.<br />
b. <strong>The</strong> procedures <strong>of</strong> physical verification <strong>of</strong> inventories<br />
followed by the management are reasonable and<br />
adequate in relation to the size <strong>of</strong> the Company and<br />
the nature <strong>of</strong> its business.<br />
c. No material discrepancies were noticed on physical<br />
verification.<br />
3. a. As informed, the Company has not granted any loans,<br />
secured or unsecured to companies, firms or other<br />
parties covered in the register maintained under<br />
section 301 <strong>of</strong> the Act.<br />
b. As informed, the Company has taken loans from a<br />
company covered in the register maintained under<br />
section 301 <strong>of</strong> the Act. <strong>The</strong> total amount outstanding<br />
as at year end was Rs. 976,100,000 and the maximum<br />
amount outstanding at any time during the year<br />
was Rs. 976,100,000. <strong>The</strong> rate <strong>of</strong> interest and the<br />
terms and conditions on which the said loans are<br />
taken is not prima-facie prejudicial to the interests<br />
<strong>of</strong> the Company. No stipulations for repayment have<br />
been prescribed and as such no comments regarding<br />
regularity <strong>of</strong> payments are being made. Interest<br />
aggregating to Rs. 133,469,737 was payable as on<br />
March 31, 2009.<br />
4. In our opinion and according to the information and<br />
explanation given to us, and taking into consideration<br />
management’s representation that a large number<br />
<strong>of</strong> items are <strong>of</strong> a special nature for which alternative<br />
quotations cannot be obtained, there are adequate<br />
internal control procedures commensurate with the size<br />
<strong>of</strong> the Company and the nature <strong>of</strong> its business for the<br />
purchases <strong>of</strong> inventory and fixed assets. However, internal<br />
control procedures in respect <strong>of</strong> sale <strong>of</strong> services (refer<br />
Annexure to the Auditors' Report<br />
notes 31 to 33 <strong>of</strong> schedule 19) need to be strengthened<br />
to make the same commensurate with its size and the<br />
nature <strong>of</strong> its business and for the sale <strong>of</strong> services. During<br />
the course <strong>of</strong> our audit, no continuing failure to correct<br />
major weakness in internal controls has been noticed.<br />
5. a. According to the information and explanations given<br />
to us, we are <strong>of</strong> the opinion that transactions that<br />
need to be entered into the register maintained<br />
under section 301 <strong>of</strong> the Companies Act, 1956 have<br />
been so entered.<br />
b. Further, contracts or arrangements referred to<br />
in section 301 <strong>of</strong> the Act and aggregating to Rs.<br />
500,000 or more per party have been entered into at<br />
prices which are reasonable as compared to similar<br />
services rendered to other parties except in respect<br />
<strong>of</strong> advertisement and sales promotional expenses<br />
<strong>of</strong> Rs.29,760,481 where we are unable to make any<br />
comments on reasonability <strong>of</strong> rates since there were<br />
no similar transactions with third parties at the<br />
relevant time.<br />
6. <strong>The</strong> Company has not accepted any deposits from the<br />
public.<br />
7. <strong>The</strong> Company has an internal audit system commensurate<br />
with the size and nature <strong>of</strong> its business.<br />
8. To the best <strong>of</strong> our knowledge and as explained, the<br />
Central Government has not prescribed the maintenance<br />
<strong>of</strong> cost records under section 209(1) (d) <strong>of</strong> the Act for the<br />
products <strong>of</strong> the Company.<br />
9. a. Undisputed statutory dues in respect <strong>of</strong> service tax,<br />
withholding taxes, provident fund, fringe benefit tax<br />
and employees’ state insurance dues have not been<br />
regularly deposited with the appropriate authorities.<br />
Undisputed statutory dues in respect <strong>of</strong> investor<br />
education and protection fund, customs, excise duty,<br />
cess and wealth tax as applicable, have generally<br />
been regularly deposited with the appropriate<br />
authorities. Since to the best <strong>of</strong> our knowledge, the<br />
Central Government has till date not prescribed the<br />
amount <strong>of</strong> cess payable under section 441A <strong>of</strong> the<br />
Act, no comments in this respect have been made.<br />
b. According to the information and explanations given<br />
to us :-<br />
(i) No amounts were outstanding as at year end on<br />
account <strong>of</strong> undisputed amounts payable in respect<br />
<strong>of</strong> provident fund, employees’ state insurance,<br />
investor protection and promotion fund, wealth<br />
tax, sales tax, customs duty, excise duty, and cess<br />
for a period <strong>of</strong> more than six months from the<br />
date they became payable.
Annexure to the Auditors' Report (Contd.)<br />
(ii) Undisputed amounts payable in respect <strong>of</strong> tax<br />
deducted at source <strong>of</strong> Rs. 1,113,000,831, service tax<br />
<strong>of</strong> Rs. 28,064,601, pr<strong>of</strong>essional tax <strong>of</strong> Rs. 222,868<br />
(in all cases relating to the years 2007-08 and<br />
2008-09) and fringe benefit tax <strong>of</strong> Rs. 52,616,277<br />
(first and second installments <strong>of</strong> advance tax<br />
payable for the year 2008-09) were outstanding<br />
for a period <strong>of</strong> more than six months from the<br />
date they became payable (excluding applicable<br />
interest). <strong>The</strong> due dates for these amounts are as<br />
per respective statutes.<br />
c. According to the information and explanations given<br />
to us, dues aggregating to Rs. 272,155,247 (relating<br />
to assessment years 2007 - 2008 and 2008 - 2009) had<br />
not been deposited as at March 31, 2009 (on account<br />
<strong>of</strong> withholding tax under the Income Tax Act, 1961)<br />
on account <strong>of</strong> disputes. Appeals are pending before<br />
the Commissioner <strong>of</strong> Income Tax (Appeals).<br />
10. <strong>The</strong> Company’s accumulated losses at the end <strong>of</strong> the<br />
financial year were more than fifty percent <strong>of</strong> its net<br />
worth. <strong>The</strong> Company has incurred cash losses during the<br />
financial year and in the immediately preceding financial<br />
period.<br />
11. Based on our audit procedures and as per the information<br />
and explanations given by the management, the Company<br />
has defaulted in repayment <strong>of</strong> loans and interest to banks<br />
and financial institutions. Delays ranging up to 61 days<br />
(in payment <strong>of</strong> overdue installment) and up to 84 days<br />
(in payment <strong>of</strong> overdue interest) were noticed in several<br />
months. <strong>The</strong> unpaid overdue installments and interest<br />
to banks as at March 31, 2009 was Rs. 270,330,602 and<br />
Rs. 219,036,316 respectively. <strong>The</strong> unpaid overdue<br />
interest to financial institutions as at March 31, 2009 was<br />
Rs. 4,025,178. We understand that these amounts have<br />
been paid after March 31, 2009. <strong>The</strong>re were no dues<br />
payable to the debenture holders.<br />
12. According to the information and explanations<br />
given to us and based on the documents and records<br />
produced to us, the Company has not granted loans<br />
and advances on the basis <strong>of</strong> security by way <strong>of</strong> pledge<br />
<strong>of</strong> shares, debentures and other securities. Accordingly,<br />
the provisions <strong>of</strong> the clause 4(xii) <strong>of</strong> the Order are not<br />
applicable to the Company.<br />
13. In our opinion, the Company is not a chit fund or a nidhi,<br />
mutual benefit fund / society. Accordingly, the provisions<br />
<strong>of</strong> the clause 4(xiii) <strong>of</strong> the Order are not applicable to the<br />
Company.<br />
14. In our opinion the Company is not dealing in or trading<br />
in shares, securities, debentures and other investments.<br />
Accordingly, the provisions <strong>of</strong> clause 4(xiv) <strong>of</strong> the Order<br />
are not applicable to the Company.<br />
15. According to the information and explanations given to<br />
us, the Company has not given guarantees during the<br />
year for loans taken by others from banks or financial<br />
institutions. Accordingly, the provisions <strong>of</strong> clause 4(xv) <strong>of</strong><br />
the Order are not applicable to the Company.<br />
16. Based on information and explanations given to us by<br />
the management, term loans taken during the year<br />
have been applied for the purpose for which they were<br />
obtained.<br />
17. According to the information and explanations given to<br />
us and on an overall examination <strong>of</strong> the balance sheet<br />
<strong>of</strong> the company, we report that funds raised on short-<br />
term basis (including increase in current liabilities as at<br />
March 31, 2009 as compared to March 31, 2008) to an<br />
aggregate extent <strong>of</strong> Rs. 46,302,002,577 have been used<br />
for long term investment as at March 31, 2009.<br />
18. <strong>The</strong> Company has not made any preferential allotment<br />
<strong>of</strong> shares to parties or companies covered in the register<br />
maintained under section 301 <strong>of</strong> the Act. Accordingly,<br />
the provisions <strong>of</strong> clause 4(xviii) <strong>of</strong> the Order are not<br />
applicable to the Company.<br />
19. <strong>The</strong>re were no debentures outstanding at any time<br />
during the year. Accordingly, the provisions <strong>of</strong> clause<br />
4(xix) <strong>of</strong> the Order are not applicable to the Company.<br />
20. We have verified the end use <strong>of</strong> money raised by public<br />
issue during the period ended June 30, 2006 and incurred<br />
during the current year and the same has been disclosed<br />
in the notes to the financial statements (Refer note 5 <strong>of</strong><br />
schedule 19).<br />
21. As per the information and explanations furnished to<br />
us by the management, no material frauds on or by<br />
the Company and causing material misstatements to<br />
financial statements have been noticed or reported<br />
during the course <strong>of</strong> our audit, except for charge backs<br />
received by the Company aggregating to Rs. 437,328,467<br />
from credit card service providers due to misutilisation<br />
<strong>of</strong> credit cards by third parties (Refer Note 33 <strong>of</strong><br />
schedule 19).<br />
For B. K. RAMADHYANI & CO.<br />
Chartered Accountants<br />
Bangalore (R. Satyanarayana Murthi)<br />
July 28, 2009 Partner<br />
Membership No. 24248<br />
B. K. Ramadhyani & Co.<br />
Chartered Accountants<br />
4B, Chitrapur Bhavan<br />
No. 68, 8 th Main, 15 th Cross<br />
Malleswaram<br />
Bangalore – 560 055<br />
39
40<br />
Balance Sheet as at March 31, 2009<br />
Schedules<br />
As at<br />
March 31, 2009<br />
Rupees<br />
As at<br />
March 31, 2008<br />
Rupees<br />
SOURCES OF FUNDS<br />
Shareholders’ Funds<br />
Share Capital 1 3,629,088,830 1,357,985,030<br />
Employees Stock Option Outstanding (Net <strong>of</strong> deferred compensation cost) 81,094,419 100,878,940<br />
Reserves and Surplus 2 802,218,525 10,207,416,756<br />
4,512,401,774 11,666,280,726<br />
Loan Funds<br />
Secured Loans 3A 26,225,211,655 5,923,827,595<br />
Unsecured Loans 3B 30,430,373,920 3,420,000,000<br />
56,655,585,575 9,343,827,595<br />
TOTAL 61,167,987,349 21,010,108,321<br />
APPLICATION OF FUNDS<br />
Fixed Assets 4<br />
Gross Block 18,918,023,771 3,223,346,286<br />
Less : Depreciation / Amortisation 3,162,858,274 435,531,098<br />
Net Block 15,755,165,497 2,787,815,188<br />
Capital Work-in-Progress 16,309,464,581 3,462,459,288<br />
32,064,630,078 6,250,274,476<br />
Investments 5 500,000 -<br />
Deferred Tax Asset<br />
Deferred Tax Asset 20,340,849,905 5,288,120,350<br />
Less: Deferred Tax Liability 3,643,529,660 303,122,966<br />
16,697,320,245 4,984,997,384<br />
Current Assets, Loans and Advances<br />
Inventories 6 1,472,468,970 486,435,481<br />
Sundry Debtors 7 2,298,361,124 271,606,013<br />
Cash and Bank Balances 8 1,718,670,425 2,801,223,361<br />
Other Current Assets 9 39,746,104 910,536,902<br />
Loans and Advances 10 14,359,110,863 1,995,718,638<br />
19,888,357,486 6,465,520,395<br />
Less: Current Liabilities and Provisions 11<br />
Current Liabilities 34,502,786,574 6,569,976,348<br />
Provisions 455,458,082 95,177,231<br />
34,958,244,656 6,665,153,579<br />
Net Current Assets (15,069,887,170) (199,633,184)<br />
Initial Cost on Leased Aircrafts 12 1,664,479,860 130,473,890<br />
Miscellaneous Expenditure (To the extent not written <strong>of</strong>f) 13 45,087,764 166,438,532<br />
Pr<strong>of</strong>it and Loss Account 25,765,856,572 9,677,557,223<br />
TOTAL 61,167,987,349 21,010,108,321<br />
Notes and additional information 19<br />
As per our report <strong>of</strong> even date<br />
For B. K. Ramadhyani & Co. For and on behalf <strong>of</strong> the Board <strong>of</strong> Directors<br />
Chartered Accountants<br />
R. Satyanarayana Murthi Dr. Vijay Mallya A. K. Ganguly A. K. Ravi Nedungadi<br />
Partner Chairman & Managing Director Director Director<br />
Membership No. 24248<br />
Bangalore Bangalore A. Raghunathan N. Srivatsa<br />
July 28, 2009 July 28, 2009 Chief Financial Officer Company Secretary
Pr<strong>of</strong>it and Loss Account for the year ended March 31, 2009<br />
Schedules<br />
Year<br />
ended<br />
March 31, 2009<br />
Rupees<br />
Nine Months<br />
ended<br />
March 31, 2008<br />
Rupees<br />
INCOME<br />
Income from Services 14 52,691,706,806 14,413,948,838<br />
Other Income 15 3,083,025,358 1,040,483,067<br />
TOTAL 55,774,732,164 15,454,431,905<br />
EXPENDITURE<br />
Employees’ Costs 16 8,238,523,122 2,457,763,768<br />
Aircraft Fuel Expenses 26,026,207,816 8,892,963,244<br />
Aircraft / Engine Lease Rentals 11,851,321,991 3,547,325,084<br />
Operating and Other Expenses 17A 25,465,418,188 6,757,187,622<br />
Depreciation on fixed assets 1,332,003,732 182,807,412<br />
Amortisations 17B 383,888,748 183,131,655<br />
Interest 18 6,962,319,453 503,749,696<br />
Maintenance Rent Reversed (Refer Note 34 on Schedule 19) (5,308,244,068) -<br />
TOTAL 74,951,438,982 22,524,928,481<br />
Loss before Tax and exceptional items 19,176,706,818 7,070,496,576<br />
Add: Exceptional Item (Refer Note 37 on Schedule 19) 2,375,354,048 -<br />
Pr<strong>of</strong>it on sale <strong>of</strong> charter services operations undertaking - (244,598,527)<br />
Loss after exceptional items but before tax expense 21,552,060,866 6,825,898,049<br />
Provision for Tax expense<br />
– Current Tax - -<br />
– Deferred Tax Charge (5,588,761,517) (4,980,026,734)<br />
– Fringe Benefit Tax 125,000,000 35,489,758<br />
Loss After Tax expense 16,088,299,349 1,881,361,073<br />
Balance in Pr<strong>of</strong>it and Loss Account - Loss balance brought forward from<br />
previous period / year 9,677,557,223 7,786,542,942<br />
Add: Provision for Gratuity and Leave Encashment as on July 1, 2007 in terms<br />
<strong>of</strong> transitional provisions <strong>of</strong> AS 15 (revised) - 9,653,208<br />
Loss carried to Balance Sheet 25,765,856,572 9,677,557,223<br />
Loss per share before extraordinary items (par value Rs. 10/) - basic and diluted 65.28 14.85<br />
Loss per share after extraordinary items (par value Rs. 10/) - basic and diluted 72.33 13.87<br />
Weighted average number <strong>of</strong> equity shares 222,434,428 135,668,051<br />
Notes and additional information 19<br />
As per our report <strong>of</strong> even date<br />
For B. K. Ramadhyani & Co. For and on behalf <strong>of</strong> the Board <strong>of</strong> Directors<br />
Chartered Accountants<br />
R. Satyanarayana Murthi Dr. Vijay Mallya A. K. Ganguly A. K. Ravi Nedungadi<br />
Partner Chairman & Managing Director Director Director<br />
Membership No. 24248<br />
Bangalore Bangalore A. Raghunathan N. Srivatsa<br />
July 28, 2009 July 28, 2009 Chief Financial Officer Company Secretary<br />
41
42<br />
Schedules annexed to and forming part <strong>of</strong> the Balance Sheet as at March 31, 2009<br />
As at<br />
March 31, 2009<br />
Rupees<br />
As at<br />
March 31, 2008<br />
Rupees<br />
SCHEDULE - 1<br />
Share Capital<br />
Authorised:<br />
400,000,000 (March 31, 2008 - 400,000,000) equity shares <strong>of</strong> Rs. 10/- each 4,000,000,000 4,000,000,000<br />
10,000,000 6% (March 31, 2008 - 10,000,000) Redeemable Non Cumulative<br />
Preference shares <strong>of</strong> Rs. 100/- each 1,000,000,000 1,000,000,000<br />
TOTAL 5,000,000,000 5,000,000,000<br />
Issued, Subscribed and Paid-up :<br />
265,908,883 (March 31, 2008 - 135,798,503) equity shares <strong>of</strong> Rs. 10/- each 2,659,088,830 1,357,985,030<br />
9,700,000 6% (March 31, 2008 - Nil) Redeemable Non Cumulative Preference<br />
Shares <strong>of</strong> Rs. 100/- each 970,000,000 -<br />
3,629,088,830 1,357,985,030<br />
Notes:<br />
1) Refer Note 2(d) and Note 4 on Schedule 19.<br />
2) Out <strong>of</strong> the above, 27,284,390 (March 31, 2008 - 27,284,390) equity shares <strong>of</strong> Rs. 10/- each have been allotted as fully<br />
paid up bonus shares by capitalisation <strong>of</strong> securities premium <strong>of</strong> Rs. 253,750,200 (March 31, 2008 - Rs. 253,750,200) and<br />
balance in Pr<strong>of</strong>it & Loss Account <strong>of</strong> Rs. 19,093,700 (March 31, 2008 - Rs. 19,093,700).<br />
3) Number <strong>of</strong> shares held by the Holding Company & its Subsidiaries<br />
(as certified by the management)<br />
Equity Shares - 176,217,925.<br />
Preference Shares - 9,700,000.<br />
4) 6% Redeemable Non-Cummulative Preference Shares are redeemable on such date as may be decided by the Board<br />
<strong>of</strong> Directors but expiring not later than twenty years from the date <strong>of</strong> issue.<br />
SCHEDULE - 2<br />
Reserves and Surplus<br />
Securities Premium<br />
Balance as at the beginning <strong>of</strong> the year / period 10,207,416,756 10,168,677,178<br />
Add: Received during the year / period 8,360,537 38,739,578<br />
Less : Adjusted against Goodwill pursuant to the Scheme (Refer Note 2(e) on<br />
Schedule 19) (9,413,558,768) -<br />
802,218,525 10,207,416,756<br />
SCHEDULE - 3A<br />
Secured Loans<br />
A. Term Loans from Banks (Rupee Loans) 8,068,727,497 1,567,514,992<br />
B. Cash Credit / Overdraft facility from Banks 3,479,024,270 172,970,477<br />
C. Short Term Loans from Banks 4,270,791,914 2,485,281,100<br />
D. Vehicle Loan from Banks 4,802,830 10,300,130<br />
E. Finance Lease Obligations 9,405,596,250 1,058,217,086<br />
F. Term Loan from Others 996,268,894 629,543,810<br />
26,225,211,655 5,923,827,595
Schedules annexed to and forming part <strong>of</strong> the Balance Sheet as at March 31, 2009 (Contd.)<br />
Notes:<br />
As at<br />
March 31, 2009<br />
Rupees<br />
As at<br />
March 31, 2008<br />
Rupees<br />
1) Long Term Loans from banks are secured as given below:<br />
Security Offered<br />
Fixed assets <strong>of</strong> the company other than <strong>Kingfisher</strong> House and<br />
Ground Handling Equipments 84,748,038 -<br />
Helicopters 815,844,215 -<br />
Assignment <strong>of</strong> Rights under Purchase Agreement entered with Aircraft<br />
Manufacturer for purchase <strong>of</strong> Aircrafts. 6,156,669,745 1,561,981,135<br />
Second Charge on Current Assets 1,011,465,499 5,533,857<br />
PDP loans <strong>of</strong> Rs. 672,141,771 (March 31, 2008 - Rs. 1,561,981,135) is<br />
secured by personal guarantee <strong>of</strong> certain directors.<br />
2) Cash credit facilities from banks are secured by a first charge on the current<br />
assets <strong>of</strong> the company, including hypothecation <strong>of</strong> the present and future stocks<br />
and receivables on a pari-passu basis. Cash Credit from banks amounting to<br />
Rs. 206,512,629 (March 31, 2008 - Nil) have been secured by personal<br />
guarantee <strong>of</strong> certain directors.<br />
3) Short Term Loans from banks are secured as given below:<br />
Security Offered<br />
Fixed assets <strong>of</strong> the company other than <strong>Kingfisher</strong> House and<br />
Ground handling equipments 506,799,571 -<br />
<strong>Kingfisher</strong> House 1,669,726,978 -<br />
Pari passu charge on Current assets 2,094,265,365 -<br />
Fixed deposits - 2,485,281,100<br />
4) Vehicle loans are secured by the hypothecation <strong>of</strong> the respective assets.<br />
5) Finance lease is secured by the hypothecation <strong>of</strong> the respective assets.<br />
6) Term Loans from Others are secured as given below:<br />
Security <strong>of</strong>fered<br />
Hypothecation <strong>of</strong> the aircraft, assignment <strong>of</strong> documents <strong>of</strong> title to<br />
such assets. Loans to an extent <strong>of</strong> Rs. 492,421,257 (March 31, 2008 - Rs.<br />
542,252,163) is secured by personal guarantee <strong>of</strong> certain directors. 507,473,555 542,252,163<br />
Second priority on the mortgage <strong>of</strong> aircraft. 488,795,339 87,291,647<br />
7) Amount repayable within one year Rs. 9,477,690,682<br />
(March 31, 2008 – Rs. 3,699,214,795).<br />
SCHEDULE - 3B<br />
Unsecured Loans<br />
A. Long Term Loan from Banks 12,074,807,626 3,400,000,000<br />
B. Short Term Loan from Banks 11,088,676,133 -<br />
C. Term Loan from Others 7,266,890,161 20,000,000<br />
30,430,373,920 3,420,000,000<br />
Notes:<br />
1) Short Term Loan (including interest accrued and due) <strong>of</strong> Rs. 1,265,724,118 is secured by personal guarantee <strong>of</strong> certain<br />
directors.<br />
2) Amount repayable within one year Rs. 15,620,911,443 (March 31, 2008 – Rs. 320,000,000).<br />
43
44<br />
SCHEDULE - 4<br />
Fixed Assets (Rupees)<br />
Gross Block Depreciation / Amortisation Net Block<br />
As at<br />
March 31,<br />
2008<br />
As at<br />
March 31,<br />
2009<br />
As at<br />
March 31,<br />
2009<br />
On<br />
Deletions<br />
For the<br />
year<br />
Adjustment<br />
(Refer Note 2<br />
below)<br />
As at<br />
April 1, 2008<br />
As at<br />
March 31,<br />
2009<br />
Deletions<br />
during the<br />
year<br />
Additions<br />
during the<br />
year<br />
Adjustment<br />
(Refer Note 2<br />
below)<br />
Particulars As at<br />
April 1, 2008<br />
Schedules annexed to and forming part <strong>of</strong> the Balance Sheet as at March 31, 2009 (Contd.)<br />
Owned Assets<br />
Intangible Assets<br />
Computer S<strong>of</strong>tware 64,730,359 40,144,148 17,036,990 22,272,351 99,639,146 21,450,360 14,994,681 36,797,318 11,486,657 61,755,702 37,883,444 43,279,999<br />
Trademarks (Refer Note 1 below) - 10,000,000 - - 10,000,000 - 3,356,164 2,500,000 - 5,856,164 4,143,836 -<br />
Design - Aircraft Interiors - 18,926,869 5,718,808 - 24,645,677 - 4,689,994 350,811 - 5,040,805 19,604,872 -<br />
Non Compete Fees - 300,000,000 - - 300,000,000 - 10,163,934 60,000,000 - 70,163,934 229,836,066 -<br />
Tangible Assets<br />
Land & Buildings (Refer Note 3<br />
below) - - 299,280,000 - 299,280,000 - - 2,231,973 - 2,231,973 297,048,027 -<br />
Building on Rented Land 86,585,820 - - - 86,585,820 588,062 - 1,284,376 - 1,872,438 84,713,382 85,997,758<br />
Leasehold Improvements -<br />
on Buildings 2,722,770 100,019,864 62,643,577 - 165,386,211 54,620 49,198,151 33,405,384 - 82,658,155 82,728,056 2,668,150<br />
- on Aircraft 150,892,044 734,947,777 25,066,321 37,164,381 873,741,761 46,793,364 192,115,191 182,831,042 14,296,335 407,443,262 466,298,499 104,098,680<br />
Ground Support and Other<br />
Equipment 380,611,622 675,176,534 242,207,123 - 1,297,995,279 40,940,617 43,352,772 85,234,357 - 169,527,746 1,128,467,533 339,671,005<br />
Computers 116,910,035 280,854,002 121,986,861 - 519,750,898 41,861,792 57,594,870 77,254,270 - 176,710,932 343,039,966 75,048,243<br />
Office Equipment 60,483,372 67,714,340 37,774,868 - 165,972,580 8,363,350 6,500,953 10,835,057 - 25,699,360 140,273,220 52,120,022<br />
Furniture and Fixtures 161,635,731 199,853,799 48,653,378 - 410,142,908 25,438,317 26,087,664 31,333,529 - 82,859,510 327,283,398 136,197,414<br />
Vehicles 28,237,837 186,991,770 1,349,277 - 216,578,884 4,614,072 28,311,914 20,546,414 - 53,472,400 163,106,484 23,623,765<br />
Aircraft & Helicopter 616,929,244 - 1,063,298,750 - 1,680,227,994 38,651,900 - 76,645,252 - 115,297,152 1,564,930,842 578,277,344<br />
Leased Assets<br />
Aircrafts 1,486,800,342 11,159,539,163 54,929,998 - 12,701,269,503 197,416,184 984,740,148 709,975,701 - 1,892,132,033 10,809,137,470 1,289,384,158<br />
Plant & Machinery 66,807,110 - - - 66,807,110 9,358,460 - 778,248 - 10,136,708 56,670,402 57,448,650<br />
3,223,346,286 13,774,168,266 1,979,945,951 59,436,732 18,918,023,771 435,531,098 1,421,106,436 1,332,003,732 25,782,992 3,162,858,274 15,755,165,497 2,787,815,188<br />
Previous Period 3,407,716,141 - 392,687,140 577,056,995 3,223,346,286 337,407,916 - 182,807,412 84,684,230 435,531,098 16,309,464,581 3,462,459,288<br />
Capital Work-in-Progress (Refer Note 14 on Schedule 19) 32,064,630,078 6,250,274,476<br />
Notes :<br />
1) Certain Trademarks are pending registration.<br />
2) Represents gross block and accumulated depreciation accquired pursuant to the Scheme.<br />
3) Land and Buildings were purchased for a consoildated amount. Value <strong>of</strong> Land and Buildings have not been segregated. Depreciation has been provided on<br />
the entire amount.<br />
4) Additions and deletions do not include aircrafts, in respect <strong>of</strong> which rights to purchase have been transferred.
Schedules annexed to and forming part <strong>of</strong> the Balance Sheet as at March 31, 2009 (Contd.)<br />
SCHEDULE - 5<br />
Investments<br />
Long Term (at Cost)<br />
Trade (unquoted), fully paid up<br />
In Subsidiary<br />
As at<br />
March 31, 2009<br />
Rupees<br />
As at<br />
March 31, 2008<br />
Rupees<br />
50,000 equity shares <strong>of</strong> Rs. 10/- each fully paid up<br />
in Vitae India Spirits Limited 500,000 -<br />
500,000 -<br />
Aggregate value <strong>of</strong> unquoted investments at cost 500,000 -<br />
SCHEDULE - 6<br />
Inventories<br />
(Refer Note 3(j) on Schedule 19 )<br />
Rotables, Tools and Engineering Consumables 1,217,941,220 486,435,481<br />
Less: Provision for Obsolescence 72,905,560 -<br />
1,145,035,660 486,435,481<br />
Inflight Stores and Consumables 318,251,001 -<br />
Fuel 9,182,309 -<br />
SCHEDULE - 7<br />
Sundry Debtors<br />
(Unsecured and considered good)<br />
1,472,468,970 486,435,481<br />
Debts for the period exceeding six months 29,429,516 2,089,661<br />
Other Debts, considered good 2,268,931,608 269,516,352<br />
2,298,361,124 271,606,013<br />
45
SCHEDULE - 8<br />
46<br />
As at<br />
March 31, 2009<br />
Rupees<br />
As at<br />
March 31, 2008<br />
Rupees<br />
Cash and Bank Balances<br />
Cash on hand * 13,102,142 4,987,725<br />
Balances with Scheduled Banks:<br />
- On Current Accounts 458,899,897 53,381,489<br />
- On Deposit Accounts 1,224,544,308 2,742,854,147<br />
(includes Rs. 7,540,628 pledged with airport authorities and Rs. 92,611,894 (March 31, 2008<br />
Rs. 337,094,049) under lien with banks towards guarantees / letters <strong>of</strong> credit issued by them)<br />
Balances with Non Scheduled Banks:<br />
- On Current Accounts 22,124,078 -<br />
Closing balance as at the year end<br />
First Commerce Bank - I $ 21,568 (March 31, 2008 - Nil)<br />
First Commerce Bank - II $ 1,000 (March 31, 2008 - Nil)<br />
HSBC Bank UK - I GBP 641 (March 31, 2008 - Nil)<br />
HSBC Bank UK - II GBP 100,774 (March 31, 2008 - Nil)<br />
HSBC Bank UK (Euro) - EURO 893 (March 31, 2008 - Nil)<br />
HSBC Bank UK (USD) - $ 8,223 (March 31, 2008 - Nil)<br />
Citibank New York - $ 345,128 (March 31, 2008 - Nil)<br />
Maximum amount outstanding during the year<br />
First Commerce Bank - I $ 8,675,250 (March 31, 2008 - Nil)<br />
First Commerce Bank - II $ 1,000 (March 31, 2008 - Nil)<br />
HSBC Bank UK - I GBP 540,556 (March 31, 2008 - Nil)<br />
HSBC Bank UK - II GBP 6,889,136 (March 31, 2008 - Nil)<br />
HSBC Bank UK (Euro) - EURO 4,100 (March 31, 2008 - Nil)<br />
HSBC Bank UK (USD) - $ 17,056 (March 31, 2008 - Nil)<br />
Citibank New York $ 2,424,486 (March 31, 2008 - Nil)<br />
* Includes Cash <strong>of</strong> Rs. 287,000 on which restriction is placed by the High Court Of Karnataka.<br />
SCHEDULE - 9<br />
Schedules annexed to and forming part <strong>of</strong> the Balance Sheet as at March 31, 2009 (Contd.)<br />
1,718,670,425 2,801,223,361<br />
Other Current Assets<br />
Accrued interest on Deposits with Banks 39,551,745 150,865,352<br />
Receivable from Deccan Charters Limited 194,359 759,671,550<br />
39,746,104 910,536,902<br />
SCHEDULE - 10<br />
Loans and Advances<br />
(Unsecured and considered good, unless otherwise stated)<br />
Advances recoverable in cash or in kind or for value to be received 3,675,376,528 458,639,684<br />
Deposits with Lessors towards:<br />
- Aircraft 1,763,699,033 891,817,027<br />
- Aircraft Major Maintenance 6,714,311,469 -<br />
8,478,010,502 891,817,027<br />
Deposits with :<br />
- Airport Authorities 180,627,356 34,990,365<br />
- Other Parties 496,758,504 80,526,515<br />
677,385,860 115,516,880<br />
Duty Free Credit Entitlement Receivable 57,532,441 -<br />
Service Tax Credit Receivable 1,344,815,433 434,035,713<br />
Tax Deducted at Source 125,990,099 95,709,334<br />
14,359,110,863 1,995,718,638<br />
Notes:<br />
1) Advances recoverable in cash or in kind include Nil (March 31, 2008 - Rs. 4,238,764) due from Deccan Cargo Private Limited,<br />
in which some <strong>of</strong> the directors <strong>of</strong> the company are interested as directors. Maximum amount outstanding during the year<br />
Rs. 4,238,764 (Previous Period - Rs. 20,760,269).
Schedules annexed to and forming part <strong>of</strong> the Balance Sheet as at March 31, 2009 (Contd.)<br />
SCHEDULE - 11<br />
As at<br />
March 31, 2009<br />
Rupees<br />
As at<br />
March 31, 2008<br />
Rupees<br />
Current Liabilities and Provisions<br />
Current Liabilities:<br />
Acceptances 25,624,521 -<br />
Sundry Creditors 28,343,113,082 4,064,512,996<br />
Deposits 318,287,721 231,284,289<br />
Advances Received / Forward Sales (Refer Note 31 on Schedule 19) 2,218,765,845 1,540,127,091<br />
Gain on sale and lease back transaction 65,682,366 -<br />
Less : Income for the year 4,142,131 -<br />
61,540,235 -<br />
Interest Accrued but not due 7,583,204 67,526,120<br />
Temporary Overdrawn Bank Balances 50,967,953 154,024,950<br />
Unclaimed Dividend 276,075 276,075<br />
Other Liabilities 3,476,627,938 512,224,827<br />
34,502,786,574 6,569,976,348<br />
Provisions :<br />
Provision for Wealth Tax 300,000 175,795<br />
Fringe Benefit Tax 125,000,000 17,107,945<br />
Gratuity 91,103,577 38,434,073<br />
Leave Encashment / Compensated Absences 132,913,388 39,459,418<br />
Frequent Flyer Scheme 90,248,783 -<br />
Stamp Duty Payable (pursuant to the Scheme) (Refer Note 2(b) on Schedule 19) 15,892,334 -<br />
455,458,082 95,177,231<br />
SCHEDULE - 12<br />
Initial Cost on Leased Aircrafts<br />
(Refer Note 3(s) on Schedule 19)<br />
Per last Balance sheet 130,473,890 164,444,650<br />
Additions during the year (taken over pursuant to the Scheme) 162,971,958 -<br />
Less: Amortised during the year (97,302,784) (33,970,760)<br />
196,143,064 130,473,890<br />
Loss on novation / assignment <strong>of</strong> rights & interest on loans taken for financing pre delivery -<br />
payments (taken over pursuant to the Scheme) 270,611,148<br />
Additions during the year* 1,362,960,844 -<br />
Less: Amortised during the year (165,235,196) -<br />
1,468,336,796 -<br />
1,664,479,860 130,473,890<br />
* Includes Rs. 832,427,095 representing loss on novation / assignment & Rs. 530,533,750 being<br />
interest charges taken for financing pre delivery payments, previously capitalised.<br />
SCHEDULE - 13<br />
Miscellaneous Expenditure<br />
(To the extent not written <strong>of</strong>f)<br />
Share issue expenditure 364,052,302 364,052,302<br />
Less: Accumulated amortisation - Share issue expenditure (318,964,538) (197,613,770)<br />
45,087,764 166,438,532<br />
47
SCHEDULE - 14<br />
Income from Services<br />
(Refer Notes 3(c), 31 & 33 on Schedule 19)<br />
48<br />
Schedules annexed to and forming part <strong>of</strong> the<br />
Pr<strong>of</strong>it and Loss Account for the year ended March 31, 2009<br />
Year<br />
ended<br />
March 31, 2009<br />
Rupees<br />
Nine Months<br />
ended<br />
March 31, 2008<br />
Rupees<br />
Passenger* 49,720,771,696 13,696,865,595<br />
Cargo 1,818,315,089 34,137,161<br />
Excess Baggage 117,801,285 127,277,406<br />
Rebooking Charges / Cancellation 1,034,818,736 206,109,224<br />
Helicopter Charter and Other Services - 349,559,452<br />
* Net <strong>of</strong> debit adjustment relating to prior years <strong>of</strong> Rs.1,100,664,577 (Previous<br />
period - Nil) and credit card chargeback amount <strong>of</strong> Rs. 437,328,467 (Previous period -<br />
Rs. 66,430,000).<br />
SCHEDULE - 15<br />
Other Income<br />
52,691,706,806 14,413,948,838<br />
Incentives received from aircraft manufacturer 255,500,000 148,900,000<br />
Interest on deposits with banks (gross) 76,028,313 189,755,634<br />
[Tax Deducted at Source: Rs. 14,116,184 (Previous Period : Rs. 53,060,097)]<br />
Pr<strong>of</strong>it on transfer <strong>of</strong> aircraft / engine purchase rights - 249,701,063<br />
Income on sale and lease back transaction (Refer Note 3(g) on Schedule 19) 4,142,131 -<br />
Duty free credit entitlement 57,532,441 -<br />
Exchange gain (Net) (Refer Notes 3(n) and 35 on Schedule 19)* 2,446,978,686 155,500,977<br />
Miscellaneous Income 242,843,787 296,625,393<br />
*Net <strong>of</strong> Exchange Loss on Capital Advances for 2007-2008 <strong>of</strong> Rs. 646,589,695<br />
(Previous Period - Nil).<br />
SCHEDULE - 16<br />
Employees Costs<br />
3,083,025,358 1,040,483,067<br />
Salaries and Allowances 8,025,067,834 2,401,765,167<br />
Contribution to Provident & other funds (Refer Note 25(b) on Schedule 19) 76,181,320 22,151,693<br />
Gratuity (Refer Note 25(a) on Schedule 19) 21,611,404 12,353,307<br />
Leave encashment / Compensated absences 43,212,010 3,306,847<br />
Staff Welfare 88,111,189 6,766,264<br />
Employee Compensation Cost (Refer Note 15 on Schedule 19) (15,660,635) 11,420,490<br />
8,238,523,122 2,457,763,768
SCHEDULE - 19<br />
Notes to the financial statements for the year ended March 31, 2009<br />
1. Background<br />
50<br />
Schedules forming part <strong>of</strong> accounts for the year ended March 31, 2009<br />
<strong>Kingfisher</strong> <strong>Airlines</strong> Limited (formerly known as Deccan Aviation Limited) (“the Company”) is engaged in rendering<br />
scheduled and unscheduled aircraft passenger services, including charter services. <strong>The</strong> Company was incorporated on<br />
June 15, 1995 as a private limited company and converted itself into a public limited company on January 31, 2005.<br />
Consequently the Company changed its name from Deccan Aviation Private Limited to Deccan Aviation Limited. On June<br />
12, 2006, the Company’s shares were listed on the Bombay Stock Exchange Limited and the National Stock Exchange<br />
Limited, pursuant to the Company’s initial public <strong>of</strong>fer <strong>of</strong> shares. <strong>The</strong> Company changed its name from Deccan Aviation<br />
Limited to <strong>Kingfisher</strong> <strong>Airlines</strong> Limited, with effect from September 5, 2008.<br />
2. Demerger <strong>of</strong> the commercial airline division <strong>of</strong> <strong>Kingfisher</strong> Training and Aviation Services Limited<br />
a) <strong>The</strong> Hon’ble High Court <strong>of</strong> Karnataka approved a Scheme <strong>of</strong> Arrangement vide its order dated June 16, 2008 under<br />
Sections 391 to 394 <strong>of</strong> the Companies Act, 1956 (“Scheme”), which inter alia resulted in the demerger <strong>of</strong> the Scheduled<br />
airline business <strong>of</strong> <strong>Kingfisher</strong> Training and Aviation Services Limited (“KTASL”) (previously known as <strong>Kingfisher</strong> <strong>Airlines</strong><br />
Limited) on a going concern basis with the Company, with effect from April 1, 2008 as the demerger appointed<br />
date.<br />
b) <strong>The</strong> Company has filed an application with the Hon’ble High Court <strong>of</strong> Karnataka, for issue <strong>of</strong> an order under Section<br />
394 <strong>of</strong> the Companies Act, 1956 in form 42 <strong>of</strong> the Companies (Court) Rules, 1949. Pending adjudication <strong>of</strong> the Stamp<br />
Duty by the Hon’ble High Court and payment <strong>of</strong> the same the issue <strong>of</strong> the order in form 42 is awaited. However, the<br />
Stamp duty payable has been provided on the basis <strong>of</strong> the said application filed by the Company with the Hon’ble<br />
High Court <strong>of</strong> Karnataka.<br />
c) Consequent to the Scheme, all the assets and liabilities <strong>of</strong> the commercial airline division <strong>of</strong> KTASL have vested<br />
with the Company. <strong>The</strong> balance sheet <strong>of</strong> KTASL as at March 31, 2008, duly audited by its statutory auditors after<br />
eliminating assets and liabilities <strong>of</strong> a division retained by it have been incorporated in the books <strong>of</strong> account as <strong>of</strong> April<br />
1, 2008 after taking cognizance <strong>of</strong> the Scheme, particularly clause 13, part C prescribing the accounting treatment to<br />
be followed by the Company.<br />
d) Pursuant to the Scheme, in consideration <strong>of</strong> the demerger referred to above, three equity shares <strong>of</strong> Rs. 10/- each<br />
in the Company for every seven equity shares <strong>of</strong> Rs. 10/- each held by the equity shareholders in KTASL and one<br />
6% redeemable non cumulative preference shares <strong>of</strong> Rs. 100/- each in the Company for every 6% redeemable non<br />
cumulative preference share <strong>of</strong> Rs.100/- each held in KTASL, have been allotted to the shareholders <strong>of</strong> KTASL. <strong>The</strong><br />
face value <strong>of</strong> such equity and preference shares aggregate to Rs. 1,300,333,500 and Rs. 970,000,000 respectively.<br />
e) Difference between the book value <strong>of</strong> assets minus liabilities <strong>of</strong> KTASL so taken over by the Company and the face<br />
value <strong>of</strong> shares allotted as consideration vide sub paragraph (d) amounting to Rs. 9,413,558,768 has been set-<strong>of</strong>f<br />
against the ‘Securities Premium Account’ as detailed in clause 14.1 <strong>of</strong> the Scheme read with resolution <strong>of</strong> the Board<br />
<strong>of</strong> Directors dated July 25, 2008 pursuant to clause 25.1 <strong>of</strong> the Scheme as detailed below:<br />
Particulars Amount (Rs.)<br />
Book value <strong>of</strong> assets taken over 39,893,116,671<br />
Book value <strong>of</strong> liabilities taken over 47,036,341,939<br />
Difference (A) 7,143,225,268<br />
Face value <strong>of</strong> Shares allotted as consideration<br />
Equity Shares Rs. 1,300,333,500<br />
Preference Shares Rs. 970,000,000<br />
Total face value <strong>of</strong> Shares allotted (B) 2,270,333,500<br />
Amount debited to Securities Premium Account (A) + (B) 9,413,558,768<br />
f) Harmonization <strong>of</strong> accounting policies <strong>of</strong> the commercial airline division <strong>of</strong> KTASL taken over with that followed by<br />
the Company has been made to the extent identified and adjustments required there<strong>of</strong> have been made in the Pr<strong>of</strong>it<br />
and Loss Account.
Schedules forming part <strong>of</strong> accounts for the year ended March 31, 2009 (Contd.)<br />
g) Documentation in respect <strong>of</strong> transfer <strong>of</strong> certain assets and liabilities so taken over to the name <strong>of</strong> the Company are<br />
pending. <strong>The</strong> Company is in discussion with the Registrar <strong>of</strong> companies for transfer <strong>of</strong> charges created by KTASL to its<br />
name in respect <strong>of</strong> securities granted for loans taken over by the Company.<br />
3. Statement <strong>of</strong> significant accounting policies<br />
(a) Basis <strong>of</strong> preparation<br />
<strong>The</strong> financial statements are prepared in accordance with Indian Generally Accepted Accounting Principles (“GAAP”)<br />
under the historical cost convention on the accrual basis. GAAP comprises mandatory accounting standards as specified<br />
in the Companies (Accounting Standards) Rules, 2006, the provisions <strong>of</strong> the Companies Act, 1956 and guidelines issued<br />
by the Securities and Exchange Board <strong>of</strong> India. Accounting policies have been consistently applied except where a<br />
newly issued accounting standard is initially adopted or a revision to an existing accounting standard requires a<br />
change in the accounting policy hitherto in use. Further, the financial statements are presented in the general format<br />
specified in Schedule VI to the Companies Act, 1956 (‘the Act’).<br />
(b) Use <strong>of</strong> estimates<br />
In preparation <strong>of</strong> the financial statements in conformity with generally accepted accounting principles, estimates<br />
and assumptions, where necessary, have made based on Management’s best knowledge and experience. Accordingly,<br />
actual results may differ from such estimates.<br />
(c) Revenue recognition<br />
Revenue is recognized to the extent that it is probable that the economic benefits will flow to the Company and<br />
revenue can be reliably measured. Revenue from charter services is recognized based on services provided and billed<br />
as per the terms <strong>of</strong> the contracts with the customers provided that the collection is reasonably certain. Revenue from<br />
sale <strong>of</strong> tickets <strong>of</strong> the airline operations and cargo operations are recognized in the period in which the service is<br />
provided, i.e. on flown / carried basis. Such revenue is net <strong>of</strong> the statutory fees to be collected from customers as per<br />
government regulations. Unearned revenue represents consideration on sale <strong>of</strong> passenger tickets and cargo against<br />
which the Company has to provide services in future periods and is included under Advances from customers. <strong>The</strong><br />
same is released to the pr<strong>of</strong>it and loss account as the services are rendered.<br />
Fees for passenger initiated changes and cancellations <strong>of</strong> tickets are recognized as revenues in the period in which<br />
such changes / cancellations are effected.<br />
Interest income is recognized on the time proportionate method when the right to receive income is established and<br />
that collection is reasonably certain. Income from sale <strong>of</strong> advertisement space is recognized on accrual basis over the<br />
period the advertisements are displayed.<br />
<strong>The</strong> Company enters into barter arrangements with other parties for advertising in exchange for the Company's<br />
advertising in the other party's media or in exchange for other services or goods. Such transactions are recorded at<br />
the fair value <strong>of</strong> the services / goods received from the other party, or at the fair value <strong>of</strong> the services provided by the<br />
Company if it is not feasible to determine the fair value <strong>of</strong> the services / goods received.<br />
(d) Fixed assets and Intangible assets<br />
Fixed assets and intangible assets are stated at cost <strong>of</strong> acquisition less accumulated depreciation / amortization and<br />
impairment losses (if any). Cost comprises the purchase price and any attributable cost <strong>of</strong> bringing the asset to its<br />
working condition for its intended use and also includes cost <strong>of</strong> modification and improvements to leased assets.<br />
Borrowing costs relating to acquisition <strong>of</strong> fixed assets are also included to the extent they relate to the period till such<br />
assets are ready to be put to use.<br />
Advances paid towards the acquisition <strong>of</strong> fixed assets and the cost <strong>of</strong> fixed assets not ready for intended use as <strong>of</strong> the<br />
balance sheet date are disclosed under capital work-in-progress.<br />
(e) Depreciation<br />
Depreciation on fixed assets, except non-compete fees, trademarks, design – aircraft interiors, s<strong>of</strong>tware, leasehold<br />
improvements, is provided on a straight line basis at the rates prescribed under Schedule XIV to the Companies Act,<br />
51
52<br />
(e) Depreciation (Contd.)<br />
1956 which are estimated to be the useful life <strong>of</strong> fixed assets by the management. Additions are depreciated on a<br />
pro-rata basis from the date <strong>of</strong> installation till the date the assets are sold or disposed.<br />
– Non-compete fees are amortized over the period <strong>of</strong> agreement (i.e. five years).<br />
– Trademarks are amortized over the period <strong>of</strong> four years.<br />
– Design – Aircraft Interiors are amortized over the period <strong>of</strong> seven years.<br />
– S<strong>of</strong>tware is depreciated over a period <strong>of</strong> 1 - 4 years, based on estimated useful life as ascertained by the<br />
management.<br />
– Leasehold improvements on operating leases are depreciated over the shorter <strong>of</strong> the period <strong>of</strong> the lease and their<br />
estimated useful lives.<br />
– Movable cabins and mobile phones are depreciated over the period <strong>of</strong> five and two years, respectively, on a<br />
straight-line method.<br />
(f) Borrowing Costs<br />
Borrowing costs attributable to the acquisition or construction <strong>of</strong> a qualifying asset are capitalized as a part <strong>of</strong> the<br />
cost <strong>of</strong> the assets. Other borrowing costs are recognized as an expense in the period in which they are incurred.<br />
(g) Leases – Where the Company is a lessee<br />
Finance leases, which effectively transfer to the Company substantially all the risks and benefits incidental to ownership<br />
<strong>of</strong> the leased item, are capitalized at the lower <strong>of</strong> the fair value and present value <strong>of</strong> the minimum lease payments at<br />
the inception <strong>of</strong> the lease term and disclosed as leased assets. Lease payments are apportioned between the finance<br />
charges and reduction <strong>of</strong> the lease liability based on the implicit rate <strong>of</strong> return. Finance charges are charged directly<br />
against income. Lease management fees, legal charges and other initial direct costs are capitalized.<br />
If there is no reasonable certainty that the Company will obtain the ownership by the end <strong>of</strong> the lease term, capitalized<br />
leased assets are depreciated over the shorter <strong>of</strong> the estimated useful life <strong>of</strong> the asset and the lease term.<br />
Leases where the lessors effectively retain substantially all the risks and benefits <strong>of</strong> ownership over the leased term<br />
are classified as operating leases. Operating lease payments including expenses incurred for bringing the leased asset<br />
to its working condition for intended use are recognized as an expense in the Pr<strong>of</strong>it and Loss account on a straightline<br />
basis over the lease term.<br />
Pr<strong>of</strong>it or loss on sale and leaseback arrangements resulting in operating leases are recognized immediately in case<br />
the transaction is established at a fair value, else the excess over the fair value is deferred and amortised over the<br />
period for which the asset is expected to be used. If the sale price is below the fair value and the loss is compensated<br />
by future lease payments at below market price, the same is deferred and amortised in proportion to the lease<br />
payments over the period for which the asset is expected to be used. If the fair value at the time <strong>of</strong> sale and lease<br />
back transaction is less than the carrying amount <strong>of</strong> the asset, a loss equal to the amount <strong>of</strong> difference between the<br />
carrying amount and fair value is recognised immediately. In case <strong>of</strong> sale and leaseback arrangement resulting in a<br />
finance lease, any excess or deficiency <strong>of</strong> sales proceeds over the carrying value is deferred and amortised over the<br />
lease term in proportion to the depreciation <strong>of</strong> the leased asset.<br />
(h) Impairment <strong>of</strong> assets<br />
<strong>The</strong> carrying amounts <strong>of</strong> assets are reviewed at each balance sheet date if there is any indication <strong>of</strong> impairment<br />
based on internal / external factors. An impairment loss is recognized wherever the carrying amount <strong>of</strong> an asset<br />
exceeds its recoverable amount. <strong>The</strong> recoverable amount is the greater <strong>of</strong> the asset’s net selling price and value in<br />
use. In assessing value in use, the estimated future cash flows are discounted to their present value at the weighted<br />
average cost <strong>of</strong> capital. After impairment, depreciation is provided on the revised carrying amount <strong>of</strong> the asset over<br />
its remaining useful life. A previously recognized impairment loss is increased or reversed depending on changes in<br />
circumstances. However, the carrying value after reversal is not increased beyond the carrying value that would have<br />
prevailed by charging usual depreciation if there was no impairment.<br />
(i) Maintenance costs<br />
Schedules forming part <strong>of</strong> accounts for the year ended March 31, 2009 (Contd.)<br />
In respect <strong>of</strong> aircraft, aircraft engines and helicopters, the Company has entered into maintenance arrangements.<br />
Payments made to lessors for major maintenance expenditure as per the related maintenance agreements, comprising<br />
fixed period-based amounts and variable activity-based amounts are initially considered as maintenance deposits and<br />
expensed as and when maintenance expenditure is incurred.
Schedules forming part <strong>of</strong> accounts for the year ended March 31, 2009 (Contd.)<br />
(j) Inventory<br />
Inventories are valued at lower <strong>of</strong> cost or net realizable value. Cost is determined on first in first out basis except at one<br />
<strong>of</strong> the divisions where the weighted average basis was followed till December 31, 2008. In respect <strong>of</strong> reusable items<br />
such as rotables, provision for obsolescence is made based on the estimated useful life <strong>of</strong> the aircraft as derived from<br />
Schedule XIV to the Companies Act, 1956. In-flight inventory is valued on weighted average basis, while Inventory <strong>of</strong><br />
fuel is valued on the basis <strong>of</strong> last fuel uplifted rates in respective aircrafts.<br />
(k) Investments<br />
Investments that are readily realizable and intended to be held for not more than a year are classified as current<br />
investments. All other investments are classified as long-term investments. Current investments are carried at lower<br />
<strong>of</strong> cost and fair value determined on an individual investment basis. Long-term investments are carried at cost.<br />
However, provision for diminution in value is made to recognize a decline other than temporary in the value <strong>of</strong> the<br />
investments.<br />
(l) Employee Benefits<br />
i. Defined Contribution Plan<br />
<strong>The</strong> Company contributes on a defined contribution basis to Employee’s Provident Fund and Employee Pension<br />
Scheme towards post employment benefits, all <strong>of</strong> which are administered by the respective Government<br />
authorities. <strong>The</strong> Company also contributes to social security schemes in respect <strong>of</strong> its employees at certain<br />
overseas <strong>of</strong>fices. It has no further obligation beyond making its contribution which is expected in the year in<br />
which it pertains.<br />
ii. Defined Benefit Plan<br />
<strong>The</strong> Company has a defined benefit plan namely gratuity for all its employees. <strong>The</strong> liability for the defined<br />
benefit plan <strong>of</strong> gratuity is determined on the basis <strong>of</strong> an actuarial valuation by an independent actuary at the<br />
year-end, which is calculated using Projected Unit Credit Method. Actuarial gains and losses are adjusted in the<br />
Pr<strong>of</strong>it and Loss Account.<br />
iii. Other long-term employee benefits<br />
<strong>The</strong> employees <strong>of</strong> the Company are entitled to leave as per the leave policy <strong>of</strong> the Company. <strong>The</strong> liability in<br />
respect <strong>of</strong> unutilized leave balances is provided based on an actuarial valuation carried out by an independent<br />
actuary as at the year-end and charged to the Pr<strong>of</strong>it and Loss Account. Actuarial gains and losses are adjusted in<br />
the Pr<strong>of</strong>it and Loss Account.<br />
(m) Income taxes<br />
Tax expense comprises current, deferred and fringe benefit tax. Current income tax and fringe benefit tax are<br />
measured at the amount expected to be paid to the tax authorities in accordance with the Indian Income-tax Act,<br />
1961. Deferred income taxes reflects the impact <strong>of</strong> current period timing differences between taxable income and<br />
accounting income for the period and reversal <strong>of</strong> timing differences <strong>of</strong> earlier years. Deferred tax is measured based<br />
on the tax rates and the tax laws enacted or substantively enacted as at the balance sheet date. Deferred tax assets<br />
are recognized only to the extent that there is reasonable certainty that sufficient future taxable income will be<br />
available against which such deferred tax assets can be realized. Deferred tax assets are recognized on carry forward<br />
<strong>of</strong> unabsorbed depreciation and tax losses only if there is virtual certainty that such deferred tax assets can be realized<br />
against future taxable pr<strong>of</strong>its. Unrecognized deferred tax assets <strong>of</strong> earlier years are re-assessed and recognized to the<br />
extent that it has become reasonably certain that future taxable income will be available against which such deferred<br />
tax assets can be realized.<br />
(n) Foreign currency transactions<br />
i. Initial recognition<br />
Foreign currency transactions are recorded in the reporting currency, by applying to the foreign currency amount<br />
the exchange rate between the reporting currency and the foreign currency at the date <strong>of</strong> the transaction.<br />
ii. Conversion<br />
Foreign currency monetary items are reported at rate prevailing on the balance sheet date. Non-monetary items<br />
which are carried in terms <strong>of</strong> historical cost denominated in a foreign currency are reported using the exchange<br />
rate at the date <strong>of</strong> the transaction; and non-monetary items which are carried at fair value or other similar<br />
valuation denominated in a foreign currency are reported using the exchange rates that existed when the values<br />
were determined.<br />
53
54<br />
(n) Foreign currency transactions (Contd.)<br />
iii. Exchange differences<br />
Exchange differences arising on the settlement <strong>of</strong> monetary items or on reporting Company's monetary items<br />
at rates different from those at which they were initially recorded during the period, or reported in previous<br />
financial statements, are recognized as income or as expenses in the period in which they arise.<br />
iv. Forward exchange contracts<br />
<strong>The</strong> Company uses forward exchange contracts to hedge its exposure to movements in foreign exchange rates.<br />
<strong>The</strong> Company does not use the forward exchange contracts for trading or speculation purposes. In respect<br />
<strong>of</strong> foreign currency monetary assets or liabilities in respect <strong>of</strong> which forward exchange contract is taken, the<br />
premium or discount arising at the inception <strong>of</strong> forward exchange contracts is amortized as expense or income<br />
over the life <strong>of</strong> the contract. Exchange differences on such contracts are recognized in the statement <strong>of</strong> pr<strong>of</strong>it<br />
and loss in the period in which the exchange rates change. Any pr<strong>of</strong>it or loss arising on cancellation or renewal<br />
<strong>of</strong> forward exchange contract is recognized as income or as expense for the period. Pursuant to <strong>The</strong> Institute <strong>of</strong><br />
Chartered Accountants <strong>of</strong> India’s announcement ‘Accounting for Derivatives’, the Company marks-to-market all<br />
such outstanding derivative contracts at the end <strong>of</strong> the period and the resulting mark-to-market losses, if any,<br />
are recognized in the Pr<strong>of</strong>it and Loss Account.<br />
(o) Earnings per share<br />
Basic earnings per share are calculated by dividing the net pr<strong>of</strong>it or loss for the period attributable to equity<br />
shareholders (after deducting preference dividends and attributable taxes) by the weighted average number <strong>of</strong><br />
equity shares outstanding during the period. Partly paid equity shares are treated as a fraction <strong>of</strong> an equity share to<br />
the extent that they were entitled to participate in dividends relative to a fully paid equity share during the reporting<br />
period. <strong>The</strong> weighted average number <strong>of</strong> equity shares outstanding during the period is adjusted for events <strong>of</strong> bonus<br />
issue; bonus element in a rights issue to existing shareholders; share split; and reverse share split (consolidation <strong>of</strong><br />
shares).<br />
For the purpose <strong>of</strong> calculating diluted earnings per share, the net pr<strong>of</strong>it or loss for the period attributable to equity<br />
shareholders and the weighted average number <strong>of</strong> shares outstanding during the period are adjusted for the effects<br />
<strong>of</strong> all dilutive potential equity shares.<br />
(p) Provisions<br />
A provision is recognized when an enterprise has a present obligation as a result <strong>of</strong> past event; and it is probable that<br />
an outflow <strong>of</strong> resources will be required to settle the obligation, in respect <strong>of</strong> which a reliable estimate can be made.<br />
Provisions are not discounted to their present value and are determined based on best estimate required to settle<br />
the obligation at the balance sheet date. <strong>The</strong>se are reviewed at each balance sheet date and adjusted to reflect the<br />
current best estimates.<br />
(q) Deferred revenue expenses<br />
Share issue expenses are amortized over a period <strong>of</strong> three years on a straight-line basis following the year <strong>of</strong> incurring<br />
the expenses.<br />
(r) Stock option compensation expense<br />
<strong>The</strong> Company accounts for stock option compensation expense based on the intrinsic value <strong>of</strong> the options granted<br />
which is the difference between the fair value <strong>of</strong> the share underlying the option and the exercise price <strong>of</strong> the option<br />
determined at the grant date. Compensation expense is amortized over the period <strong>of</strong> vesting on a straight-line basis.<br />
<strong>The</strong> accounting value <strong>of</strong> the options net <strong>of</strong> deferred compensation expense is reflected as Employee stock option<br />
outstanding.<br />
(s) Initial costs on leased aircrafts<br />
Schedules forming part <strong>of</strong> accounts for the year ended March 31, 2009 (Contd.)<br />
Expenses directly attributable and incurred in relation to aircrafts acquired on operating lease arrangement are<br />
deferred and amortized over the period <strong>of</strong> lease <strong>of</strong> aircrafts. Such expenses interalia include initial borrowing costs<br />
incurred on pre delivery payments for aircrafts till the Company novates / assigns the right to acquire the aircrafts in<br />
favor <strong>of</strong> the lessors.
Schedules forming part <strong>of</strong> accounts for the year ended March 31, 2009 (Contd.)<br />
(t) Incentives from aircraft manufacturers<br />
Incentives from aircraft manufacturers are credited to Pr<strong>of</strong>it and Loss Account in the year when such incentives are<br />
made available to the Company as per the terms <strong>of</strong> aircraft purchase agreements. This includes incentives granted for<br />
the purpose <strong>of</strong> meeting certain revenue expenses.<br />
(u) Commission<br />
Commission to travel agents is recognized when the corresponding revenues are recognized as income on flown /<br />
carriage basis.<br />
4. Share Capital<br />
During the year, the Company has allotted 77,030 equity shares under the Employee Stock Option Plan at Rs. 10/- each at<br />
a premium <strong>of</strong> Rs. 55 per share.<br />
5. <strong>The</strong> Company raised an aggregate amount <strong>of</strong> Rs. 36,328 lakhs through a public issue <strong>of</strong> shares during the period ended<br />
June 30, 2006. <strong>The</strong> proceeds <strong>of</strong> the issue have been utilized as follows:<br />
Particulars<br />
Year ended<br />
March 31, 2009<br />
(in Rupees)<br />
Nine months ended<br />
March 31, 2008<br />
Balance as per last Balance Sheet (A) 146,523,825 1,671,127,138<br />
Utilization <strong>of</strong> proceeds<br />
Repayment <strong>of</strong> debts Nil 134,461,179<br />
Capital Expenditure Nil 50,022,934<br />
Setting up <strong>of</strong> infrastructure at airports Nil 25,919,200<br />
General Corporate Expenses 146,523,825 1,314,200,000<br />
Marketing development initiatives Nil Nil<br />
Total Out Flow (B) 146,523,825 1,524,603,313<br />
Unutilized balance (A – B) Nil 146,523,825<br />
6. Commitments and contingent liabilities not provided for:<br />
Particulars<br />
Estimated amount <strong>of</strong><br />
contracts remaining to be<br />
executed on capital account<br />
and not provided for (net<br />
<strong>of</strong> advances)<br />
Guarantees / letters <strong>of</strong><br />
credit given by banks on<br />
behalf <strong>of</strong> the Company<br />
Claims against the Company<br />
not acknowledged as debts<br />
(including civil and customer<br />
suits) in the normal course<br />
<strong>of</strong> business (to the extent<br />
ascertainable)<br />
As at<br />
March 31, 2009<br />
As at<br />
March 31, 2008<br />
Remarks<br />
(In Rupees)<br />
267,522,960,069 67,709,799,738 Pertains to acquisition <strong>of</strong> aircrafts & other capital<br />
assets in future.<br />
7,443,597,228 2,946,740,641 Pertains to guarantees and letters <strong>of</strong> credit given /<br />
issued by banks to Airport Authorities, lessors,<br />
suppliers <strong>of</strong> spares, stores & components and<br />
others.<br />
4,179,435,320 174,971,134 Pertains to litigations filed against the Company<br />
which are pending with various authorities<br />
/ arbitration, including National Consumer<br />
Disputes Redressal Commission, Consumers’<br />
Disputes Forums, Courts, Civil Court and invoices<br />
<strong>of</strong> suppliers not accepted by the Company. <strong>The</strong><br />
Company has a claim against one <strong>of</strong> the parties<br />
<strong>of</strong> Rs. 1010 million.<br />
55
56<br />
Demands raised by tax<br />
authorities against which<br />
the Company has preferred<br />
appeals<br />
Claims by ex-lessors not<br />
acknowledged as debt<br />
Redelivery and other costs<br />
in respect <strong>of</strong> assets taken<br />
on operating lease at the<br />
end <strong>of</strong> the lease period<br />
Amounts payable, if any<br />
for breach <strong>of</strong> contractual<br />
obligations<br />
Liability for deduction <strong>of</strong> tax<br />
at source on lease payments<br />
in respect <strong>of</strong> aircrafts and<br />
engines, where agreements<br />
were entered into with<br />
lessors prior to March 31,<br />
2007 (excluding interest)<br />
Schedules forming part <strong>of</strong> accounts for the year ended March 31, 2009 (Contd.)<br />
6. Commitments and contingent liabilities not provided for: (Contd.)<br />
272,155,247 Nil Pertains to disputes with tax authorities. <strong>The</strong><br />
Company has filed necessary appeals.<br />
2,131,637,613 Nil Pertains to claims by ex-lessors arising out <strong>of</strong><br />
repossession <strong>of</strong> leased aircrafts on account <strong>of</strong><br />
alleged breach <strong>of</strong> contractual obligations. <strong>The</strong><br />
Queen’s court in UK has held that termination<br />
<strong>of</strong> the lease agreements by the lessors is in order<br />
and that damages need to be quantified.<br />
<strong>The</strong> Company has contended that the honorable<br />
high court <strong>of</strong> Karnataka has exclusive jurisdiction<br />
to consider the matter. <strong>The</strong> matter is pending<br />
before the Supreme Court <strong>of</strong> India on a SLP filed<br />
by the Company.<br />
Not<br />
ascertainable<br />
Not<br />
ascertainable<br />
Not<br />
ascertainable<br />
Not<br />
ascertainable<br />
In respect <strong>of</strong> operating leases, the Company is<br />
required to return the aircrafts as per prescribed<br />
terms. However, the lease periods are extendable<br />
for a longer period and considering on going<br />
maintenance <strong>of</strong> aircrafts, a reliable estimate<br />
cannot be made <strong>of</strong> the redelivery costs.<br />
580,834,404 86,323,352 <strong>The</strong> Company has filed applications under section<br />
10(15A) <strong>of</strong> the Income Tax Act, 1961 with the<br />
Central Board <strong>of</strong> Direct Taxes seeking exemption<br />
from deduction <strong>of</strong> tax, which are pending. <strong>The</strong>se<br />
are being followed up by the Company.<br />
<strong>The</strong> Company has entered into agreements for purchase <strong>of</strong> aircrafts / engines under which the Company has commitments<br />
to purchase aircrafts / engines over a period stipulated in the agreements. Such agreements involve complex pricing<br />
arrangements wherein the Company receives discounts / credits on such purchases, which are based on the commitments<br />
to purchase, which the Company is confident to fulfill currently. Accordingly, the amount <strong>of</strong> contingent liability, if any,<br />
as at the balance sheet date is currently not ascertainable.<br />
In addition to the above, there are certain arbitration proceedings with customers / suppliers / contractors, in respect <strong>of</strong><br />
which claims are currently not ascertainable.<br />
<strong>The</strong> management believes, based on internal assessment and/or legal advice, that the probability <strong>of</strong> an ultimate adverse<br />
decision and outflow <strong>of</strong> resources <strong>of</strong> the Company is not probable and accordingly, no provision for the same is considered<br />
necessary.
11. Expenditure in foreign currency (on accrual basis)<br />
58<br />
Salaries and allowances<br />
Travelling & Conveyance<br />
Particulars<br />
Pr<strong>of</strong>essional & Consultancy expenses<br />
Training expenses<br />
Aircraft and other maintenance expenses<br />
Lease rentals<br />
Ticket distribution and reservation system<br />
Interest<br />
Fuel Purchase<br />
Airport Charges<br />
Ground Handling<br />
Redelivery costs<br />
Others<br />
12. Value <strong>of</strong> components and spare parts consumed<br />
Imported<br />
Indigenous<br />
Schedules forming part <strong>of</strong> accounts for the year ended March 31, 2009 (Contd.)<br />
Particulars<br />
Year ended<br />
March 31, 2009<br />
892,956,659<br />
404,749,011<br />
49,892,252<br />
151,170,513<br />
3,982,606,531<br />
11,851,321,991<br />
2,247,355,770<br />
595,325,114<br />
90,869,927<br />
293,796,020<br />
201,379,010<br />
1,845,783,634<br />
2,088,515<br />
Year ended<br />
March 31, 2009<br />
(In Rupees)<br />
Nine months ended<br />
March 31, 2008<br />
583,029,085<br />
7,877,116<br />
90,455,048<br />
112,181,349<br />
1,525,024,832<br />
3,547,325,084<br />
53,537,426<br />
50,655,855<br />
Nil<br />
Nil<br />
Nil<br />
Nil<br />
1,803,015<br />
Nine months ended<br />
March 31, 2008<br />
Amount (Rs.) % Amount (Rs.) %<br />
344,905,618<br />
166,952,211<br />
67<br />
33<br />
352,817,857<br />
85,038,716<br />
Total 511,857,829 100 437,856,573 100<br />
13. a) Buildings constructed at a cost <strong>of</strong> Rs. 8,873,587 are on land rented from the State Government, for which lease has<br />
been transferred to Deccan Charters Limited (DCL). Such rental agreement is renewable on an annual basis. <strong>The</strong><br />
Company is in the process <strong>of</strong> entering into an appropriate arrangement with DCL.<br />
b) Buildings Constructed at a cost <strong>of</strong> Rs. 86,585,820 are on land belonging to the Airport Authority <strong>of</strong> India. Such rental<br />
agreements are renewable on a periodical basis.<br />
14. Capital work-in-progress includes capitalized interest on borrowings for purchase <strong>of</strong> fixed assets. <strong>The</strong> movement in the<br />
account is given below:<br />
(In Rupees)<br />
Particulars<br />
Year ended<br />
March 31, 2009<br />
81<br />
19<br />
Nine months ended<br />
March 31, 2008<br />
Opening Balance 215,766,254 175,868,321<br />
Add: Taken over from KTASL pursuant to Scheme 1,493,958,827 Nil<br />
Add: Interest capitalized during the year / period 1,228,173,402 148,604,879<br />
Less: Deletions on account <strong>of</strong> delivery and cancellation <strong>of</strong> orders <strong>of</strong><br />
aircrafts<br />
(1,002,302,648) (108,706,946)<br />
Closing Balance 1,935,595,835 215,766,254
Schedules forming part <strong>of</strong> accounts for the year ended March 31, 2009 (Contd.)<br />
15. Employee Stock Option Plan [ESOP]<br />
On March 16, 2005, the shareholders <strong>of</strong> the Company approved an employee stock option plan [ESOP 2005]. Further on<br />
December 21, 2005, the Board <strong>of</strong> Directors approved the ESOP 2006 scheme, which will govern issuance <strong>of</strong> options on or<br />
after January 1, 2006. Options issued under ESOP 2005 would continue to be governed under ESOP 2005. <strong>The</strong> shareholders<br />
have approved the issuance <strong>of</strong> 8,181,779 options in aggregate subject to a maximum <strong>of</strong> 10% <strong>of</strong> the aggregate number <strong>of</strong><br />
issued and outstanding equity shares (calculated on an as converted basis), under both the options put together.<br />
During the year ended March 31, 2009, no options under ESOP 2006 scheme have been issued. Details <strong>of</strong> number and<br />
weighted-average exercise prices <strong>of</strong> options are given below:<br />
Particulars<br />
Outstanding at the beginning <strong>of</strong> the year /<br />
period<br />
Number <strong>of</strong><br />
options<br />
Year ended<br />
March 31, 2009<br />
Weighted<br />
average exercise<br />
price (per share)<br />
(In Rupees)<br />
Nine months ended<br />
March 31, 2008<br />
Number <strong>of</strong><br />
options<br />
Weighted<br />
average exercise<br />
price (per share)<br />
(In Rupees)<br />
3,485,665 65 3,414,470 65<br />
Granted during the year / period Nil Nil 731,400 65<br />
Exercised during the year / period 77,030 65 328,385 65<br />
Forfeited during the year / period 1,615,455 65 331,820 65<br />
Outstanding at the end <strong>of</strong> the year / period 1,793,180 65 3,485,665 65<br />
Exercisable at the end <strong>of</strong> the year / period 608,170 65 304,455 65<br />
<strong>The</strong> weighted average price <strong>of</strong> the share on exercise date was Rs. 87.69.<br />
<strong>The</strong> weighted average contractual remaining life <strong>of</strong> the options is 7.73 years as at March 31, 2009.<br />
<strong>The</strong> Company has determined intrinsic values, based on the fair value <strong>of</strong> the shares on the date <strong>of</strong> grant, as follows:<br />
Month & year <strong>of</strong> grant<br />
Intrinsic value determined (Rs.)<br />
June 2005 62.97<br />
December 2005 62.97<br />
April 2007 49.90<br />
September 2007 83.80<br />
February 2008 91.95<br />
<strong>The</strong> Company has written back deferred compensation expense <strong>of</strong> Rs. 15,660,635 during the year, on account <strong>of</strong> forfeitures<br />
for options issued. (During the nine months ended March 31, 2008 the Company recorded an expenditure <strong>of</strong> Rs. 11,420,490<br />
net <strong>of</strong> forfeiture)<br />
(In Rupees)<br />
Accounting value <strong>of</strong> stock options outstanding 101,444,258<br />
Less: Deferred stock compensation expense to be amortized in future years 20,349,839<br />
Employee stock option outstanding 81,094,419<br />
59
Schedules forming part <strong>of</strong> accounts for the year ended March 31, 2009 (Contd.)<br />
Transactions during the<br />
year / period<br />
Helicopter lease rentals<br />
earned (Deccan Aviation<br />
(Lanka) Private Limited )<br />
Rent Expense<br />
(Capt. G.R. Gopinath)<br />
Investment by <strong>Kingfisher</strong><br />
Finvest India Limited (*)<br />
Remuneration (Mr. Ramki<br />
Sundaram)<br />
Interest income on advances<br />
(Mr. Ramki Sundaram)<br />
Expenses incurred on behalf<br />
<strong>of</strong> DCPL<br />
Reimbursement <strong>of</strong> expenses<br />
incurred on behalf <strong>of</strong> DCPL<br />
Consideration receivable on<br />
slump sale <strong>of</strong> the charter<br />
services operations (DCL)<br />
Book value <strong>of</strong> assets transferred<br />
on Slump Sale (DCL)<br />
Liabilities transferred on<br />
Slump Sale (DCL)<br />
Reimbursements receivable<br />
from DCPL<br />
Net amount receivable from<br />
DCL<br />
Dues to the Company<br />
(Mr. Ramki Sundaram)<br />
Guarantee and security<br />
commission (expense)<br />
License fees (expense)<br />
Interest expense<br />
Mar-09<br />
Mar-08<br />
Mar-09<br />
Mar-08<br />
Mar-09<br />
Mar-08<br />
Mar-09<br />
Mar-08<br />
Mar-09<br />
Holding<br />
Company<br />
Fellow<br />
Subsidiaries<br />
Associate Subsidiaries<br />
Nil<br />
1,943,778<br />
NA<br />
352,222,310<br />
KMPs and<br />
their relatives<br />
Nil<br />
450,000<br />
4,544,930<br />
10,288,523<br />
2,668,493<br />
Mar-08 2,000,000<br />
Mar-09<br />
Mar-08<br />
(In Rupees)<br />
Enterprises owned or<br />
significantly influenced<br />
by key management<br />
personnel or their<br />
relatives or persons<br />
who have control or<br />
significant influence<br />
over the Company<br />
N i l<br />
2 0 , 8 9 9 , 3 6 4<br />
Mar-09 4,337,956<br />
Mar-08 23,578,709<br />
Mar-09 Nil<br />
Mar-08 690,000,000<br />
Mar-09 Nil<br />
Mar-08<br />
807,793,919<br />
Mar-09<br />
Nil<br />
Mar-08 331,404,752<br />
Mar-09<br />
Mar-08<br />
Nil<br />
4,238,764<br />
Mar-09 NA<br />
Mar-08<br />
Mar-09 NA<br />
Mar-08 25,000,000<br />
Mar-09 327,791,300 1,750,000 #<br />
Mar-08 NA NA<br />
Mar-09 65,077,000<br />
Mar-08 NA<br />
Mar-09 136,051,772<br />
175,036,001**<br />
7,586,987#<br />
Mar-08 NA NA<br />
752,947,510<br />
61
Schedules forming part <strong>of</strong> accounts for the year ended March 31, 2009 (Contd.)<br />
Remuneration paid to directors is disclosed in the note 7 above.<br />
Salaries paid Rs. 1,515,037 during the year ended March 31, 2009 (March 31, 2008 – Rs. 1,903,548), to a relative <strong>of</strong><br />
one <strong>of</strong> the directors <strong>of</strong> the Company. Balance due to such person as at March 31, 2009 is Rs. Nil (March 31, 2008 –<br />
Rs 195,613).<br />
Some <strong>of</strong> the key managerial personnel have given personal guarantees. In addition to key managerial personnel, their<br />
relatives have <strong>of</strong>fered collateral securities to banks and financial institutions against the loans taken by the Company<br />
from such banks and financial institutions.<br />
In addition the Company has derived revenue from certain related parties from sale <strong>of</strong> tickets / cargo space in the normal<br />
course <strong>of</strong> business. <strong>The</strong>se have not been quantified & shown separately.<br />
b) List <strong>of</strong> Associates*<br />
City Properties Maintenance Company Bangalore Limited<br />
Deccan Charters Limited(formerly <strong>Kingfisher</strong> Aviation Training Limited)<br />
H. Parsons Pvt. Limited<br />
Inversiones Mirabel, S.A<br />
<strong>Kingfisher</strong> Aviation Training Limited (formerly <strong>Kingfisher</strong> Training Academy Limited)<br />
<strong>Kingfisher</strong> Training and Aviation Services Limited (formerly <strong>Kingfisher</strong> <strong>Airlines</strong> Limited)<br />
<strong>Kingfisher</strong> Finvest India Limited (formerly <strong>Kingfisher</strong> Radio Limited)<br />
Mangalore Chemicals & Fertilizer Limited<br />
McDowell Holdings Limited<br />
Mendocino Brewing Co.Inc, U.S.A<br />
Pixray India Limited<br />
Releta Brewing Company LLC<br />
Rigby International Corp<br />
Rubic Technologies Inc<br />
UB Electronic Instruments Limited<br />
UB Engineering Limited<br />
UB Infrastructure Projects Limited<br />
UB International Trading Limited<br />
UB Overseas Limited<br />
UBHL(BVI) Limited<br />
UBSN Limited<br />
United Breweries (Holdings) Limited<br />
United Breweries International (UK) Limited<br />
United Breweries <strong>of</strong> America Inc, Delaware<br />
United Racing & Bloodstock Breeders Limited<br />
United Spirits Limited<br />
DCL Holdings Private Limited<br />
WIE Engineering Limited (Under Liquidation)<br />
* <strong>The</strong> above parties do not necessarily fall within the meaning <strong>of</strong> “ Related Parties” in terms <strong>of</strong> Accounting<br />
Standard -18.<br />
63
17. Leases and Hire Purchase<br />
64<br />
a) <strong>The</strong> Company has entered into operating and finance lease agreements. Disclosures required under AS 19 on “Leases”<br />
is as given below:<br />
Operating leases<br />
Operating lease arrangements comprise <strong>of</strong> leases <strong>of</strong> aircraft, helicopters, spare engines and <strong>of</strong>fice premises. <strong>The</strong><br />
salient features <strong>of</strong> operating lease agreements for aircrafts, helicopters and spare engines are as follows:<br />
• Lease periods range up to twelve years and are usually non-cancelable.<br />
• Lease rentals are usually fixed over the term <strong>of</strong> the lease while some arrangements are subject to adjustments<br />
linked to the Libor rates movements.<br />
• <strong>The</strong> Company also has agreements for maintenance and lease <strong>of</strong> stores and spares for such aircrafts for which<br />
fixed and variable rentals are paid. Variable rentals are paid on a pre determined rate payable on the basis <strong>of</strong><br />
actual <strong>flying</strong> hours / cycles. Such variable rentals are subject to annual escalations as stipulated in the agreements.<br />
However, the Company is eligible to claim reimbursement <strong>of</strong> maintenance costs to the extent eligible under the<br />
agreements.<br />
• <strong>The</strong> Company does not have an option to buy the aircraft or helicopters and spare engines or to renew the<br />
leases.<br />
• In case <strong>of</strong> default by the Company, in addition to repossession <strong>of</strong> the aircraft, penalties are stipulated in the<br />
agreements.<br />
• <strong>The</strong> Company is required to deposit a commitment fee and a security deposit with the lessor or provide a letter <strong>of</strong><br />
credit for such amounts.<br />
• Operating lease agreements for <strong>of</strong>fice & residential premises are mainly for a non cancelable period <strong>of</strong> three to<br />
five years. <strong>The</strong> leased premises can be renewed at terms mutually agreeable to the Company and the lessors.<br />
(In Rupees)<br />
Particulars<br />
Lease contributions for the year / period (excluding<br />
maintenance reserves)<br />
Minimum Lease Payments contributions:<br />
- Not later than one year<br />
- Later than one year but not later than five years<br />
- Later than five years<br />
Schedules forming part <strong>of</strong> accounts for the year ended March 31, 2009 (Contd.)<br />
Year ended<br />
March 31, 2009<br />
11,874,232,309<br />
12,930,060,902<br />
42,352,317,086<br />
29,363,941,306<br />
Nine months<br />
ended March 31, 2008 *<br />
3,572,980,734<br />
4,382,677,825<br />
13,159,865,069<br />
5,239,590,182<br />
* Recast to exclude maintenance reserves consequent to change in method <strong>of</strong> accounting referred to in note 37<br />
below.<br />
In addition to the above, the Company has entered into agreements to lease aircrafts / engines in respect <strong>of</strong><br />
which the aircrafts / engines are pending delivery / the lease is yet to commence as at March 31, 2009. <strong>The</strong> above<br />
table <strong>of</strong> minimum lease payments does not include amounts that may become payable in respect <strong>of</strong> leases yet to<br />
commence as at March 31, 2009.
Schedules forming part <strong>of</strong> accounts for the year ended March 31, 2009 (Contd.)<br />
Finance leases<br />
Particulars<br />
Total minimum lease payments at the balance sheet date in case <strong>of</strong><br />
balance fixed non cancelable lease term<br />
Less: Amount representing finance charges<br />
Present value <strong>of</strong> minimum lease payments<br />
Year ended<br />
March 31, 2009<br />
12,400,584,460<br />
2,994,988,210<br />
9,405,596,250<br />
(In Rupees)<br />
Nine months ended<br />
March 31, 2008<br />
1,288,286,143<br />
230,069,057<br />
1,058,217,086<br />
Lease payments for the year / period 1,171,240,993 174,922,672<br />
Minimum Lease Payments :<br />
Not later than one year [Present Value Rs.1,100,444,378 as on March<br />
31, 2009 (As on March 31, 2008 Rs.115,867,507)]<br />
Later than one year but not later than five years [Present Value<br />
Rs. 4,103,345,289 as on March 31, 2009 (As on March 31, 2008<br />
Rs. 474,307,996)]<br />
Later than 5 years [Present value Rs. 4,201,806,583 as on March 31, 2009<br />
(Present value Rs. 468,041,583 as on March 31, 2008)]<br />
Salient features <strong>of</strong> Finance Lease Agreement (Aircraft):<br />
• Monthly aircraft lease rentals are paid in the form <strong>of</strong> fixed rentals.<br />
1,719,893,435 165,260,719<br />
5,818,547,883 615,566,357<br />
4,862,143,142 507,459,067<br />
• <strong>The</strong> Company is responsible for keeping the aircraft airworthy in all respects and in good condition and insuring<br />
the same throughout the lease period.<br />
• <strong>The</strong> Company has an option to purchase the aircraft either during the term <strong>of</strong> the lease on payment <strong>of</strong> the<br />
outstanding principal amount or at the end <strong>of</strong> the lease term on payment <strong>of</strong> a nominal option price.<br />
• In the event <strong>of</strong> default, the Lessee is responsible for payment <strong>of</strong> all costs <strong>of</strong> the Owner including financing costs,<br />
and other associated costs. Further, a right <strong>of</strong> repossession is available to the Owner / Lessor.<br />
Assets given on lease<br />
<strong>The</strong> Company had given one helicopter to Deccan Aviation (Lanka) Private Limited under an operating lease<br />
arrangement. Lease rental income recognized in the Pr<strong>of</strong>it and Loss account amounts to Rs. Nil (Previous period<br />
Rs 1,943,778).<br />
b) In addition, the Company has entered into cancelable leasing arrangements for <strong>of</strong>fice premises which are renewable<br />
at mutual consent. <strong>The</strong> lease rentals <strong>of</strong> Rs. 546,080,596 (Previous period - Rs. 78,694,983) have been included under<br />
the head “Operating and Other Expenses - Rent” under Schedule 17A in the Pr<strong>of</strong>it and Loss Account.<br />
18. Segment disclosures<br />
<strong>The</strong> Company operates in a single business segment, i.e. <strong>of</strong> providing scheduled and unscheduled air transportation<br />
services. Accordingly, no separate segment disclosures for primary business segment are required to be given.<br />
Geographical segments<br />
Sales (domestic sectors) Rs. 51,674,163,151 (Previous period Rs. 14,413,948,348)<br />
Sales (international sectors) Rs. 1,017,543,654 (Previous period Rs. Nil)<br />
<strong>The</strong> carrying value <strong>of</strong> assets held outside India is not material.<br />
65
19. Deferred taxes<br />
66<br />
Liability<br />
Particulars<br />
As at<br />
March 31, 2009<br />
(In Rupees)<br />
As at<br />
March 31, 2008<br />
On account <strong>of</strong> depreciation on fixed assets 3,062,447,625 248,606,808<br />
On account <strong>of</strong> timing differences in recognition <strong>of</strong><br />
expenditure<br />
581,082,035 54,516,158<br />
Deferred tax liability (A) 3,643,529,660 303,122,966<br />
Asset<br />
On account <strong>of</strong> timing differences in recognition <strong>of</strong><br />
expenditure<br />
117,280,512 26,475,997<br />
On account <strong>of</strong> disallowance under section 40a (ia) 1,964,844,760 Nil<br />
On account <strong>of</strong> Unabsorbed losses and depreciation under<br />
the Income Tax Act, 1961<br />
18,258,724,633 5,261,644,353<br />
Deferred tax asset (B) 20,340,849,905 5,288,120,350<br />
Net deferred tax asset (B) – (A) 16,697,320,245 4,984,997,384<br />
Deferred tax asset on unabsorbed depreciation and business losses has been recognized on the basis <strong>of</strong> business plan<br />
prepared by the management, which takes into account certain future receivables arising out <strong>of</strong> contractual obligations.<br />
<strong>The</strong> management is <strong>of</strong> the opinion that there is virtual certainty supported by convincing evidence that sufficient future<br />
taxable income will be available against which the deferred tax asset can be realized.<br />
20. Provisions<br />
In accordance with Accounting Standard – 29 ‘Provisions, Contingent Liabilities and Contingent Assets’, following is the<br />
movement in provision towards cost for frequent flyer program.<br />
Frequent Flyer Program:<br />
Schedules forming part <strong>of</strong> accounts for the year ended March 31, 2009 (Contd.)<br />
<strong>The</strong> Company has a Frequent Flyer Program (King Club), wherein passengers who fly frequently are entitled to accumulate<br />
miles to their credit. <strong>The</strong> passenger is eligible to redeem such miles in the form <strong>of</strong> tickets. <strong>The</strong> cost <strong>of</strong> allowing free travel<br />
to members is accounted considering the members’ accumulated mileage on an incremental basis. <strong>The</strong> movement in the<br />
provision towards cost for frequent flyer program during the year is as under:<br />
(In Rupees)<br />
Particulars March 31, 2009 March 31, 2008<br />
Opening Balance Nil Nil<br />
Add: Taken over from KTASL pursuant to Scheme 42,972,008 Nil<br />
Add: Provision during the year 47,276,775 Nil<br />
Less: Amounts utilized during the year Nil Nil<br />
Closing Balance 90,248,783 Nil<br />
<strong>The</strong> outflow with regard to above would depend upon utilization <strong>of</strong> accumulated mileage by the members and hence,<br />
the Company is not able to reasonably ascertain the timing <strong>of</strong> outflow.
Schedules forming part <strong>of</strong> accounts for the year ended March 31, 2009 (Contd.)<br />
21. Loss per share (EPS)<br />
Particulars<br />
After extraordinary items<br />
Loss for computation <strong>of</strong> basic and diluted EPS (Rs.)<br />
Before prior period & extraordinary items<br />
Loss before extraordinary items and tax expense (Rs.)<br />
Add: Tax expense after reworking deferred tax credit on account <strong>of</strong><br />
extraordinary item<br />
Loss for computation <strong>of</strong> basic and diluted EPS (Rs.)<br />
Weighted average number <strong>of</strong> shares considered for basic EPS<br />
(Rs. 10 par value)<br />
Weighted average number <strong>of</strong> shares considered for diluted EPS*<br />
Year ended<br />
March 31, 2009<br />
(16,088,299,349)<br />
(19,176,706,818)<br />
4,656,378,676<br />
(14,520,328,143)<br />
222,434,428<br />
222,434,428<br />
Nine months<br />
ended March 31,<br />
2008<br />
(1,881,361,073)<br />
(7,070,496,576)<br />
5,055,194,220<br />
(2,015,302,356)<br />
135,668,051<br />
135,668,051<br />
* <strong>The</strong> effect <strong>of</strong> employee stock options on weighted average number <strong>of</strong> shares for diluted EPS is not considered since<br />
their effect is anti-dilutive.<br />
22. <strong>The</strong>re were no forward contracts or derivative contracts outstanding as at March 31, 2009. Foreign currency exposures<br />
that have not been hedged by any derivative instrument or otherwise are as follows:<br />
(In Rupees)<br />
Capital Advances<br />
Prepaid Maintenance Reserve<br />
Other Assets (Receivables)<br />
Particulars<br />
Finance Lease for aircrafts and other term loan from financial institution<br />
Other Liabilities (Payables)<br />
* Recast<br />
As at<br />
March 31, 2009<br />
13,817,386,073<br />
6,714,311,469<br />
4,645,907,198<br />
9,540,107,993<br />
7,304,686,702<br />
As at<br />
March 31, 2008<br />
3,220,972,919*<br />
Nil<br />
603,401,891<br />
1,135,759,325<br />
1,435,136,366<br />
23. In respect <strong>of</strong> certain training costs which are initially funded by the employee, the Company has an obligation to reimburse<br />
the employee such training costs in case the employee fulfills certain employment conditions under the terms <strong>of</strong> agreement<br />
with the Company. <strong>The</strong> Company has made a provision for the year ended March 31, 2009 <strong>of</strong> Rs. 33,720,332 (March 31, 2008<br />
Rs. 61,280,041).<br />
24. Other Direct Operating Expenses for the year ended March 31, 2009 is net <strong>of</strong> credit memorandum <strong>of</strong> Rs. Nil (March 31, 2008 –<br />
Rs. 208,989,119).<br />
67
25. Employee Benefits:<br />
68<br />
a) Contribution to defined benefit plans-gratuity plan (unfunded)<br />
Particulars<br />
I) Change in benefit obligation:<br />
Defined benefit obligation (DBO), at the beginning <strong>of</strong> the<br />
year / period<br />
Year ended<br />
March 31, 2009<br />
(In Rupees)<br />
Nine months ended<br />
March 31, 2008<br />
38,434,073 35,115,726<br />
Taken over from KTASL pursuant to Scheme 34,357,392 Nil<br />
Excess provision as at July 1, 2007 credited to opening<br />
reserves as per transitional provision <strong>of</strong> AS 15 (revised)<br />
Nil (2,110,336)<br />
Service Cost 19,362,983 8,188,329<br />
Interest Cost 4,660,235 2,525,225<br />
Actuarial loss / (gain) (2,411,814) 1,639,753<br />
Benefits paid (3,299,292) (519,230)<br />
Liability pertaining to charter service operations transferred<br />
to DCL<br />
Nil (6,405,394)<br />
Defined benefit obligation at the end <strong>of</strong> the year / period 91,103,577 38,434,073<br />
II) Components <strong>of</strong> cost for the year ended March 31, 2009:<br />
Service cost 19,362,983 8,188,329<br />
Interest on defined benefit obligation 4,660,235 2,525,225<br />
Expected return on plan assets Nil Nil<br />
Net actuarial gain recognized in the year / period (2,411,814) 1,639,753<br />
Net gratuity recognized in the Pr<strong>of</strong>it and Loss Account 21,611,404 12,353,307<br />
III) Actuarial assumptions:<br />
Discount rate (p.a.) 7.75% 8.10%<br />
Salary Escalation Rate (p.a.) 5% 8% for first 3 years and<br />
6% thereafter<br />
Retirement Age (other than pilots)<br />
60 years<br />
58 years<br />
Retirement Age (pilots) 65 years<br />
Mortality Rates <strong>of</strong> LIC (1994-<br />
1996) mortality table<br />
Rates <strong>of</strong> LIC (1994-<br />
1996) mortality table<br />
Withdrawal rate 2% Ranging from 1% to<br />
15% depending on<br />
age <strong>of</strong> employee.<br />
b) Contribution to defined contribution plans<br />
Schedules forming part <strong>of</strong> accounts for the year ended March 31, 2009 (Contd.)<br />
Contribution to provident fund is Rs. 64,796,883 (Nine months ended March 31, 2008 Rs. 21,743,735). Contribution to<br />
social security schemes Rs. 15,779,354 (Nine months ended March 31, 2008 Rs. Nil).<br />
26. <strong>The</strong> Company has initiated the process <strong>of</strong> obtaining confirmation from suppliers regarding the registration under the<br />
MSME Act, 2006 (“Micro Small and Medium Enterprises Development Act 2006”). <strong>The</strong> suppliers are not registered<br />
wherever the confirmations are received and in other cases, the Company is not aware <strong>of</strong> their registration status and<br />
hence information relating to outstanding balance or interest due is not disclosed as it is not determinable.
Schedules forming part <strong>of</strong> accounts for the year ended March 31, 2009 (Contd.)<br />
27. Details <strong>of</strong> non-resident shareholdings<br />
Particulars March 31, 2009 March 31, 2008<br />
Number <strong>of</strong> non resident share holders 627 451<br />
Number <strong>of</strong> shares held by non resident shareholders 43,644,231 16,936,357<br />
28. Discontinuing Operation<br />
Particulars<br />
March 31, 2009 March 31, 2008<br />
Continuing<br />
Operations<br />
Discontinuing<br />
Operations<br />
Continuing<br />
Operations*<br />
(In Rupees)<br />
Discontinuing<br />
Operations<br />
Total Assets 70,360,375,433 Nil 17,997,704,677 Nil<br />
Total Liabilities 91,613,830,231 Nil 16,008,981,174 Nil<br />
Income 55,774,732,164 Nil 15,110,957,179 343,474,726<br />
Expenditure 74,951,438,982 Nil 22,158,125,096 366,803,385<br />
Pr<strong>of</strong>it / (Loss) after tax<br />
expense for the period / year<br />
Net cash flow from / (used in)<br />
(16,088,299,349) Nil (1,856,732,414) (24,628,659)<br />
a. Operating activities 6,457,829,126 Nil 5,370,702,051 (175,193,393)<br />
b. Investing activities (2,066,345,293) Nil (141,924,096) 3,720,513<br />
c. Financing activities (2,901,100,291) Nil 113,266,385 198,700,456<br />
* Recast<br />
29. Accounts with certain creditors, debtors, loans & advances are subject to review / reconciliation / confirmation. Adjustments,<br />
if any will be made on completion <strong>of</strong> such review / reconciliation / receipt <strong>of</strong> confirmations.<br />
30. <strong>The</strong> Company has incurred substantial losses and its net worth has been eroded. However, having regard to the Scheme,<br />
the synergies expected there from, the recently launched international operations, loans granted by banks after March<br />
31, 2009, further loans from banks under negotiation, group support, capital raising plans, the financial statements have<br />
been prepared on the basis that the Company is a going concern and that no adjustments are required to the carrying<br />
value <strong>of</strong> assets and liabilities.<br />
31. <strong>The</strong> Company’s Centralized Ticket Reservation System (CRS) does not support capture <strong>of</strong> unearned revenue on a<br />
comprehensive basis. Accordingly, such unearned revenue has been estimated by the management based on estimated<br />
aggregate number <strong>of</strong> unflown tickets as at March 31, 2009 and average estimated ticket value prevailing in each <strong>of</strong><br />
the months to which such unflown tickets relate to. Management is taking steps to further streamline the processes <strong>of</strong><br />
determination <strong>of</strong> unearned revenue.<br />
32. <strong>The</strong> Company’s Cargo Revenue Management (CRM) system is yet to stabilize. Mistakes noticed have been corrected to the<br />
extent identified. <strong>The</strong> Company is <strong>of</strong> the view that any unadjusted differences will not be material. Management is taking<br />
steps to further streamline the processes and stabilize the system.<br />
33. A large portion <strong>of</strong> the business has originated through usage <strong>of</strong> credit card as a form <strong>of</strong> payment <strong>of</strong> tickets by the<br />
passengers. <strong>The</strong> Company has received chargeback, aggregating Rs. 437,328,467 (Previous period – Rs. 66,430,000), from<br />
credit card service providers due to misutilization <strong>of</strong> credit cards by third parties. <strong>The</strong> Company has introduced necessary<br />
internal checks to mitigate the risk <strong>of</strong> such transactions. Consequently, the Company is hopeful that there will be reduction<br />
in chargeback in the coming years.<br />
69
34. Change in the method <strong>of</strong> accounting maintenance reserves<br />
As per our report <strong>of</strong> even date<br />
For B. K. Ramadhyani & Co. For and on behalf <strong>of</strong> the Board <strong>of</strong> Directors<br />
Chartered Accountants<br />
R. Satyanarayana Murthi Dr. Vijay Mallya A. K. Ganguly A. K. Ravi Nedungadi<br />
Partner Chairman & Managing Director Director Director<br />
Membership No. 24248<br />
Bangalore Bangalore A. Raghunathan N. Srivatsa<br />
July 28, 2009 July 28, 2009 Chief Financial Officer Company Secretary<br />
70<br />
Schedules forming part <strong>of</strong> accounts for the year ended March 31, 2009 (Contd.)<br />
On re-examination <strong>of</strong> the accounting treatment given to maintenance reserves payable to lessors in respect <strong>of</strong> aircrafts<br />
and engines taken on operating lease and based on expert opinion, such amounts which were hitherto charged <strong>of</strong>f to<br />
revenue as and when they fell due for payment in terms <strong>of</strong> relevant agreements have been treated during the year as<br />
recoverable deposits, to be adjusted to the Pr<strong>of</strong>it and Loss Account as and when relevant expenditure reimbursable<br />
from lessors are incurred. <strong>The</strong> Company’s revised accounting treatment is fortified by the fact that certain lessors have<br />
accepted standby letters <strong>of</strong> credit issued by the Company’s bankers in lieu <strong>of</strong> payment <strong>of</strong> maintenance reserves and have<br />
also agreed to refund / adjust the amounts already paid. Consequently, amounts paid to lessors up to March 31, 2008<br />
(net <strong>of</strong> expenses reimbursed wherever applicable) have been debited to deposits refundable by credit to the Pr<strong>of</strong>it and<br />
Loss Account. But for the said change, the loss for the year before and after tax expense would have been higher by an<br />
estimated amount <strong>of</strong> Rs. 10,217,995,882 and Rs. 9,855,166,388 respectively.<br />
<strong>The</strong> amounts <strong>of</strong> maintenance reserves so recognized as deposits are subject to confirmation from the concerned lessors.<br />
35. Treatment <strong>of</strong> capital advances, towards aircrafts and other equipments, as a monetary asset<br />
<strong>The</strong> scheduled airline business <strong>of</strong> KTASL taken over by the Company pursuant to the Scheme considered capital<br />
advances made in foreign currency and outstanding on the balance sheet date as a non monetary asset, thereby<br />
recording them at historical cost and not restating them at closing rates. On re-examination <strong>of</strong> the matter and<br />
in line with the practice followed by the Company, such advances outstanding as at March 31, 2009 have been<br />
restated at closing rates in line with AS 11 and the resultant difference (to the extent they relate to the period<br />
after March 31, 2007) has been adjusted in the Pr<strong>of</strong>it and Loss Account. But for the said change, the loss for the<br />
year before and after tax expense would have been higher by an estimated amount <strong>of</strong> Rs. 1,903,514,614 and<br />
Rs. 1,256,509,997 respectively.<br />
36. Treatment <strong>of</strong> initial borrowing costs on pre-delivery payments for acquisition <strong>of</strong> aircrafts taken on operating lease<br />
In line with the practice followed by the scheduled airline business <strong>of</strong> KTASL taken over pursuant to the Scheme, the<br />
Company has changed its method <strong>of</strong> accounting initial borrowing costs on pre-delivery payments for acquisition <strong>of</strong><br />
aircrafts taken on lease till the novation / assignment <strong>of</strong> the right to acquire the same in favor <strong>of</strong> lessors (aircrafts taken on<br />
lease on or after April 1, 2008) by deferring and amortizing the same over the period <strong>of</strong> the lease. But for the said change,<br />
the loss for the year before and after tax expense would have been higher by an estimated amount <strong>of</strong> Rs. 486,322,604<br />
and Rs. 321,021,550 respectively.<br />
37. Extraordinary expenses represent redelivery costs and maintenance reserves written <strong>of</strong>f on premature termination <strong>of</strong><br />
agreements for operating lease <strong>of</strong> aircrafts and interest amounts (previously capitalized) relating to premature termination<br />
<strong>of</strong> aircraft delivery contracts.<br />
38. <strong>The</strong> Company has not prepared consolidated financial statements (CFS) as required by the AS 21, since the transactions <strong>of</strong><br />
the subsidiary during the year was not material.<br />
39. Previous period’s figures are for nine months ended March 31, 2008 while those <strong>of</strong> current year are for the year ended<br />
March 31, 2009. Current year’s figures include the combined operations <strong>of</strong> the Company and the commercial airline<br />
division <strong>of</strong> KTASL taken over pursuant to Scheme. Hence the same are not comparable. Previous period’s figures have<br />
been regrouped / reclassified wherever necessary to conform to the current year’s presentation.
Statement pursuant to Section 212 <strong>of</strong> the Companies Act, 1956, related to the Subsidiary Company<br />
Particulars Vitae India Spirits<br />
For and on behalf <strong>of</strong> the Board <strong>of</strong> Directors<br />
Dr. Vijay Mallya A. K. Ganguly A. K. Ravi Nedungadi<br />
Chairman & Managing Director Director Director<br />
Bangalore N. Srivatsa A. Raghunathan<br />
July 28, 2009 Company Secretary Chief Financial Officer<br />
Limited<br />
1. Financial year <strong>of</strong> the Subsidiary ended on March 31, 2009<br />
2. Shares <strong>of</strong> the Subsidiary held by the Compoany on the above date:<br />
(a) Number & face value 50000<br />
Equity Shares<br />
<strong>of</strong> Rs.10/- each<br />
(b) Extent <strong>of</strong> holding 100%<br />
3. Net aggregate amount <strong>of</strong> pr<strong>of</strong>its/(losses) <strong>of</strong> the Subsidiary so far as<br />
they concern members <strong>of</strong> <strong>Kingfisher</strong> <strong>Airlines</strong> Limited:<br />
(a) For the financial year <strong>of</strong> the Subsidiary<br />
(i) Dealt within the accounts <strong>of</strong> the Company<br />
for the year ended March 31, 2009 (Rs. Lacs) NIL<br />
(ii) Not Dealt with the accounts <strong>of</strong> the Company<br />
for the year ended March 31, 2009 (Rs. Lacs) (1.53)<br />
(b) For the previous financial year <strong>of</strong> the susidiary<br />
since it became a subsidiary<br />
(i) Dealt with in the accounts <strong>of</strong> the Company Not Applicable*<br />
for the previous financial year ended<br />
March 31, 2008 (Rs. Mn)<br />
(ii) Not Dealt with the accounts <strong>of</strong> the Company Not Applicable*<br />
for the previous financial year ended<br />
March 31, 2008 (Rs. Mn)<br />
* Incorporated on March 24, 2008 and Accounts prepared for the Year ended March 31, 2009 is the First Financial Statement<br />
prepared after Incorporation.<br />
71
72<br />
A. Cash Flow from Operating Activities<br />
Cash Flow Statement for the year ended March 31, 2009<br />
Year ended<br />
March 31, 2009<br />
Rupees<br />
Nine Months ended<br />
March 31, 2008<br />
Rupees<br />
Loss Before Tax 21,552,060,866 6,825,898,049<br />
Adjustments for :<br />
Depreciation / Amortisation 1,332,003,732 182,807,412<br />
Provision for Gratuity 18,312,112 11,834,076<br />
Provision for Leave Encashment / Compensated Absences 35,957,383 3,306,847<br />
Provision for Frequent Flyer Scheme 47,276,775 -<br />
Provision for Doubtful Advances - 7,464,935<br />
Bad debts (Net) 8,538,525 -<br />
Initial Costs amortised on Leased Aircrafts 262,537,980 -<br />
Amortisation <strong>of</strong> Training Expenses - 89,550,519<br />
Amortisation <strong>of</strong> Preoperative Expenses - 2,628,571<br />
Amortisation <strong>of</strong> Share issue Expenses 121,350,768 90,952,565<br />
Employee Compensation (Income) / Expense (15,660,635) 11,420,490<br />
(Pr<strong>of</strong>it) / Loss on sale <strong>of</strong> transfer <strong>of</strong> aircraft / engine rights 51,303,132 (249,791,344)<br />
(Pr<strong>of</strong>it) / Loss on sale <strong>of</strong> assets 26,932,215 90,281<br />
Interest expense 6,962,319,453 503,749,696<br />
Interest Income on deposits with Banks (76,028,313) (189,755,634)<br />
Pr<strong>of</strong>it from slump sale <strong>of</strong> Charter Business Undertaking - (244,598,527)<br />
Unrealised Exchange Gain (2,176,707,768) -<br />
6,598,135,359 219,659,887<br />
Operating Loss before Working Capital Changes 14,953,925,507 6,606,238,162<br />
Adjustment for changes in working capital:<br />
(excludes assets & liabilities taken over pursuant to the Scheme.<br />
Refer Note 4 given below)<br />
(Increase) / decrease in inventories (553,423,363) 88,281,796<br />
(Increase) / decrease in sundry debtors (804,791,143) 129,790,827<br />
(Increase) / decrease in Loans and Advances and Other Current Assets (8,503,038,979) (756,413,534)<br />
Increase / (decrease) in Current Liabilities and Provisions 18,387,630,581 2,048,600,067<br />
8,526,377,096 1,510,259,156<br />
Add : Taxes Paid (including fringe benefit tax) 30,280,765 99,529,652<br />
Net Cash used in Operating Activities 6,457,829,176 5,195,508,658<br />
B. Cash Flow from Investing Activities<br />
(excludes assets & liabilities taken over pursuant to the Scheme.<br />
Refer Note 4 given below)<br />
Movement in fixed assets (including changes in Capital work-in -progress) (3,986,148,629) 278,947,800<br />
Sale <strong>of</strong> fixed assets (6,721,531) (40,000)<br />
Investment in subsidiaries 500,000 -<br />
Initial Costs incurred on Leased Aircrafts 1,362,960,844 -<br />
Repayment <strong>of</strong> Finance Lease obligation during the year (principal portion) 714,047,980 -<br />
(Pr<strong>of</strong>it) / loss on sale <strong>of</strong> transfer <strong>of</strong> aircraft / engine rights 51,303,132 (249,791,344)<br />
Interest on deposits with Banks (202,287,139) (167,320,039)<br />
Net Cash used / (from) in Investing Activities (2,066,345,343) (138,203,583)
Cash Flow Statement for the year ended March 31, 2009 (Contd.)<br />
Year ended<br />
March 31, 2009<br />
Rupees<br />
Nine Months ended<br />
March 31, 2008<br />
Rupees<br />
C. Cash Flow from Financing Activities<br />
(excludes assets & liabilities taken over pursuant to the Scheme.<br />
Refer Note 4 given below)<br />
Proceeds from issue <strong>of</strong> Share Capital (5,006,950) (21,345,024)<br />
Share issue expenses paid - 726,132<br />
Proceeds from Loans from Banks and Others (net) (10,306,239,947) (206,145,011)<br />
Interest Paid 7,410,146,606 538,730,744<br />
Net Cash From Financing Activities (2,901,100,291) 311,966,841<br />
Net (increase) / decrease in Cash and Cash equivalents 1,490,383,542 5,369,271,916<br />
Cash and Cash equivalents at beginning <strong>of</strong> the year / period 2,801,223,361 8,170,495,277<br />
Cash and Cash equivalents acquired from KTASL 407,830,606 -<br />
Cash and Cash equivalents at the end <strong>of</strong> the year / period 1,718,670,425 2,801,223,361<br />
As at<br />
March 31, 2009<br />
Rupees<br />
As at<br />
March 31, 2008<br />
Rupees<br />
Cash and Cash equivalents comprises <strong>of</strong> :<br />
Cash in Hand 13,102,142 4,987,725<br />
Balance with Banks 1,705,568,283 2,796,235,636<br />
TOTAL 1,718,670,425 2,801,223,361<br />
Notes:<br />
1) <strong>The</strong> above cash flow statement has been prepared under the “Indirect Method” as set out in the Accounting Standard - 3<br />
2) Figures in bracket indicate cash inflow.<br />
3) Previous period’s figures have been regrouped/rearranged to conform with current year’s classifications.<br />
4) <strong>The</strong> above Cash flow statement has been prepared without considering the assets & liabilities taken over pursuant to the<br />
Scheme. (Refer Note 2 on Schedule 19). <strong>The</strong> details are as hereunder:<br />
Amount (Rupees)<br />
a) Inventory 432,610,126<br />
b) Sundry Debtors 1,230,502,493<br />
c) Loans and Advances 3,070,595,290<br />
d) Other Current Assets 14,945,219<br />
e) Current Liabilities 9,613,683,337<br />
f) Provisions 218,825,987<br />
g) Fixed Assets - Gross Block 13,774,168,266<br />
h) Fixed Assets - Depreciation Block 1,421,106,436<br />
i) Capital Advances (including interest capitalised) 16,072,243,865<br />
j) Initial Cost 433,583,105<br />
k) Secured Loans 21,828,640,907<br />
l) Unsecured Loans 15,621,008,913<br />
5) Proceeds from issue <strong>of</strong> share capital does not include shares issued pursuant to the Scheme<br />
As per our report <strong>of</strong> even date<br />
For B. K. Ramadhyani & Co. For and on behalf <strong>of</strong> the Board <strong>of</strong> Directors<br />
Chartered Accountants<br />
R. Satyanarayana Murthi Dr. Vijay Mallya A. K. Ganguly A. K. Ravi Nedungadi<br />
Partner Chairman & Managing Director Director Director<br />
Membership No. 24248<br />
Bangalore Bangalore A. Raghunathan N. Srivatsa<br />
July 28, 2009 July 28, 2009 Chief Financial Officer Company Secretary<br />
73
Additional Information Pursuant to Part IV <strong>of</strong> Schedule VI to the Act<br />
BALANCE SHEET ABSTRACT AND COMPANY'S GENERAL BUSINESS PROFILE<br />
I REGISTRATION DETAILS<br />
74<br />
REGISTRATION NUMBER L 8 5 1 1 0 K A 1 9 9 5 P L C 0 1 8 0 4 5<br />
STATE CODE 0 8<br />
BALANCE SHEET DATE 3 1 - 0 3 - 2 0 0 9<br />
Date Month Year<br />
II CAPITAL RAISED DURING THE YEAR (Amount in Rs. Thousands)<br />
PUBLIC ISSUE N I L RIGHTS ISSUE N I L<br />
INVESTMENTS 5 0 0<br />
+ -<br />
(Please tick appropriate box + for Positive, - for Negative) <br />
$ includes initial Cost on Lessed Aircrafts and Deferred Tax<br />
Asset<br />
Balance Sheet Abstract<br />
BONUS ISSUE N I L PRIVATE PLACEMENT @ 2 2 7 1 1 0 4<br />
III POSITION OF MOBILISATION AND DEPLOYMENT OF FUNDS (Amount in Rs. Thousands)<br />
TOTAL LIABILITIES 9 6 1 2 6 2 3 2 TOTAL ASSETS# 9 6 1 2 6 2 3 2<br />
(including shareholder's Funds)<br />
#includes Deferred Tax Asset<br />
SOURCES OF FUNDS<br />
PAID-UP CAPITAL 3 6 2 9 0 8 9 RESERVES & SURPLUS* 8 0 2 2 1 9<br />
For and on behalf <strong>of</strong> the Board <strong>of</strong> Directors<br />
Dr. Vijay Mallya A. K. Ganguly A. K. Ravi Nedungadi<br />
Chairman & Managing Director Director Director<br />
Bangalore N. Srivatsa A. Raghunathan<br />
July 28, 2009 Company Secretary Chief Financial Officer<br />
*excluding Employee Stock Option Outstanding<br />
SECURED LOANS 2 6 2 2 5 2 1 2 UNSECURED LOANS 3 0 4 3 0 3 7 4<br />
APPLICATION OF FUNDS<br />
NET FIXED ASSETS 3 2 0 6 4 6 3 0 MISCELLANEOUS EXPENDITURE 4 5 0 8 8<br />
NET CURRENT ASSETS $ 3 2 9 1 9 1 3 ACCUMULATED LOSSES 2 5 7 6 5 8 5 7<br />
IV PERFORMANCE OF COMPANY (Amount in Rs. Thousands)<br />
TURNOVER (including other income) 5 5 7 7 4 7 3 2 TOTAL EXPENDITURE 7 7 3 2 6 7 9 3<br />
+ - + -<br />
(Please tick appropriate box + for Pr<strong>of</strong>it - for Loss) (Please tick appropriate box + for Pr<strong>of</strong>it - for Loss) <br />
PROFIT/LOSS BEFORE TAX 2 1 5 5 2 0 6 1<br />
+ -<br />
PROFIT/LOSS AFTER TAX 1 6 0 8 8 2 9 9<br />
(Please tick appropriate box + for Positive, - for Negative) <br />
EARNING PER SHARE (In Rs.) 7 2 . 3 3 DIVIDEND RATE % – –<br />
V GENERIC NAMES OF PRINCIPLE PRODUCTS / SERVICES OF COMPANY (as per monetary terms)<br />
ITEM CODE NO. (ITC CODE) PRODUCT DESCRIPTION<br />
Not Applicable Airline Services<br />
@includes shares issued pursuant to the Scheme
VITAE INDIA SPIRITS LIMITED<br />
Directors' Report<br />
To <strong>The</strong> Members,<br />
Your Directors present the 1st Annual Report along with the<br />
Audited Accounts <strong>of</strong> your Company for the period ended March<br />
31, 2009.<br />
Operations<br />
Your Company was incorporated on March 24, 2008 and obtained<br />
the Certificate <strong>of</strong> Commencement <strong>of</strong> Business on September 24,<br />
2008. Your Company however, has not carried on any business<br />
during the period and accordingly has no income to report. For<br />
the period ended March 31, 2009, your Company has incurred a<br />
loss <strong>of</strong> Rs. 1,52,934 comprising mainly <strong>of</strong> preliminary expenses<br />
(Rs. 1,03,680) which have been charged <strong>of</strong>f and other expenses<br />
including pr<strong>of</strong>essional charges.<br />
Share Capital<br />
<strong>The</strong> Authorised, Issued, Subscribed and Paid up Equity Share<br />
Capital <strong>of</strong> your Company since incorporation is Rs. 5,00,000/-<br />
Equity Shares <strong>of</strong> Rs. 10/- each.<br />
Your Company has become a wholly owned subsidiary <strong>of</strong><br />
<strong>Kingfisher</strong> <strong>Airlines</strong> Limited consequent upon all the Equity<br />
Shares being held by <strong>Kingfisher</strong> <strong>Airlines</strong> Limited.<br />
Directors<br />
Mr. Nagappa Kundapur and Ms. Seethalakshmi Kamath resigned<br />
as Directors with effect from February 9, 2009.<br />
During the period under review, Mr. A. Raghunathan,<br />
Mr. Ramakrishnan Sundaram and Mr. Bharath Raghavan,<br />
representatives <strong>of</strong> <strong>Kingfisher</strong> <strong>Airlines</strong> Limited, were appointed as<br />
Directors <strong>of</strong> your Company with effect from February 09, 2009.<br />
Subsequent to the period under review Mr. Panduranga Shettigar<br />
Kinnigoli resigned as Director with effect from April 20, 2009<br />
and Mr. Ramkrishnan Sundaram resigned as Director with effect<br />
from June 17, 2009.<br />
Subsequent to the period under review Mr. N. Srivatsa was<br />
appointed as Additional Director on June 16, 2009 and shall hold<br />
<strong>of</strong>fice up to the date <strong>of</strong> the ensuing Annual General Meeting<br />
<strong>of</strong> your Company. Notice in writing has been received from a<br />
Member signifying his intention to propose the appointment<br />
<strong>of</strong> Mr. N. Srivatsa as Director <strong>of</strong> your Company at the ensuing<br />
Annual General Meeting.<br />
Mr. A. Raghunathan, Director retires by rotation at the ensuing<br />
Annual General Meeting and being eligible <strong>of</strong>fers himself for<br />
reappointment.<br />
Auditors<br />
M/s Vishnu Ram & Co., your Company’s Auditors have confirmed<br />
that they are eligible for re-appointment at the ensuing Annual<br />
General Meeting and it is proposed to re-appoint them and to<br />
fix their remuneration.<br />
Conservation <strong>of</strong> Energy, Research and Development, Technology<br />
Absorption, Foreign Exchange Earnings and Outgo<br />
<strong>The</strong> particulars as prescribed under section 217(1)(e) <strong>of</strong> the<br />
Companies Act, 1956 and the rules framed there under are not<br />
applicable to your Company.<br />
Foreign Exchange Earnings and Outgo<br />
<strong>The</strong>re is no earning or outgoing <strong>of</strong> Foreign Exchange during the<br />
period under review.<br />
Directors’ Responsibility Statement<br />
In terms <strong>of</strong> the provisions <strong>of</strong> Section 217(2AA) <strong>of</strong> the Companies<br />
Act, 1956 the Directors <strong>of</strong> your Company hereby confirm that:<br />
• in the preparation <strong>of</strong> the Accounts for the period ended<br />
March 31, 2009 the applicable accounting standards have<br />
been followed along with proper explanation relating to<br />
material departures;<br />
• accounting policies have been selected and applied<br />
consistently and that the judgments and estimates made are<br />
reasonable and prudent so as to give a true and fair view <strong>of</strong><br />
the state <strong>of</strong> affairs <strong>of</strong> your Company at March 31, 2009 and<br />
<strong>of</strong> the Loss <strong>of</strong> your Company for the period ended March 31,<br />
2009;<br />
• proper and sufficient care has been taken for the maintenance<br />
<strong>of</strong> adequate accounting records in accordance with the<br />
provisions <strong>of</strong> the Companies Act, 1956 for safeguarding the<br />
assets <strong>of</strong> your Company and for preventing and detecting<br />
fraud and other irregularities;<br />
• the accounts for the period ended March 31, 2009 have been<br />
prepared on a going concern basis.<br />
Particulars <strong>of</strong> Employees’ Remuneration<br />
Your Company has no employees on its payroll and accordingly,<br />
the provisions <strong>of</strong> Section 217(2A) <strong>of</strong> the Companies Act, 1956<br />
read with the Companies (Particulars <strong>of</strong> Employees) Rules 1975<br />
are not applicable.<br />
For and on Behalf <strong>of</strong> the Board <strong>of</strong> Directors<br />
Bangalore A. Raghunathan Bharath Raghavan<br />
July 16, 2009 Director Director<br />
75
To<br />
<strong>The</strong> Members <strong>of</strong><br />
VITAE INDIA SPIRITS LIMITED<br />
1. We have audited the attached Balance Sheet <strong>of</strong><br />
76<br />
VITAE INDIA SPIRITS LIMITED, as at 31 st March, 2009,<br />
the Pr<strong>of</strong>it and Loss Account and also the Cash Flow<br />
Statement for the year ended on that date annexed<br />
thereto. <strong>The</strong>se financial statements are the responsibility <strong>of</strong><br />
the Company’s management. Our responsibility is to express an<br />
opinion on these financial statements based on our audit.<br />
2. We conducted our audit in accordance with the auditing<br />
standards generally accepted in India. Those standards require<br />
that we plan and perform the audit to obtain reasonable<br />
assurance about whether the financial statements are free<br />
<strong>of</strong> material misstatement. An audit includes examining, on a<br />
test basis, evidence supporting the amounts and disclosures<br />
in the financial statements. An audit also includes assessing<br />
the accounting principles used and significant estimates made<br />
by management, as well as evaluating the overall financial<br />
statement presentation. We believe that our audit provides a<br />
reasonable basis for our opinion.<br />
3. As required by the Companies (Auditor’s Report) Order,<br />
2003, issued by the Government <strong>of</strong> India, in terms <strong>of</strong><br />
Sub-section (4A) <strong>of</strong> Section 227 <strong>of</strong> the Companies Act, 1956, we<br />
enclose in the annexure a statement on the matters specified in<br />
paragraphs 4 and 5 <strong>of</strong> the said order.<br />
4. Further to our comments in the annexure referred to<br />
above, we report that:<br />
i) We have obtained all the information and explanations,<br />
which to the best <strong>of</strong> our knowledge and belief were<br />
necessary for the purpose <strong>of</strong> our audit ;<br />
ii) In our opinion, proper books <strong>of</strong> account, as required<br />
by law, have been kept by the company so far as<br />
appears from our examination <strong>of</strong> those books ;<br />
Auditors’ Report<br />
iii) <strong>The</strong> Balance Sheet, the Pr<strong>of</strong>it and Loss Account and Cash<br />
Flow Statement dealt with by this report are in agreement<br />
with the books <strong>of</strong> account;<br />
iv) In our opinion, the Balance Sheet, Pr<strong>of</strong>it and Loss Account<br />
and Cash Flow Statement dealt with by this report comply<br />
with the accounting standards referred to in Sub-section<br />
(3C) <strong>of</strong> Section 211 <strong>of</strong> the Companies Act, 1956;<br />
v) On the basis <strong>of</strong> written representations received<br />
from the directors and taken on record by the Board<br />
<strong>of</strong> Directors, we report that none <strong>of</strong> the directors<br />
are disqualified as on 31 st March, 2009 from being<br />
appointed as a director in terms <strong>of</strong> clause (g) <strong>of</strong><br />
Sub-section (1) <strong>of</strong> Section 274 <strong>of</strong> the Companies Act, 1956 ;<br />
vi) In our opinion and to the best <strong>of</strong> our information and<br />
according to the explanations given to us, the said accounts<br />
together with the notes thereon give the information<br />
required by the Companies Act, 1956 (1 <strong>of</strong> 1956) in the<br />
manner so required and give a true and fair view in<br />
conformity with accounting principles generally accepted<br />
in India;<br />
(a) in the case <strong>of</strong> the Balance Sheet, <strong>of</strong> the state <strong>of</strong> affairs<br />
<strong>of</strong> the Company as at 31-03-2009;<br />
(b) in the case <strong>of</strong> the Pr<strong>of</strong>it and Loss Account <strong>of</strong> the loss<br />
for the year ended on that date; and<br />
(c) in the case <strong>of</strong> the Cash Flow Statement, <strong>of</strong> the cash<br />
flows for the year ended on that date.<br />
For Vishnu Ram & Co.<br />
Chartered Accountants<br />
(S. Vishnumurthy)<br />
Bangalore Proprietor<br />
July 16, 2009 Membership No. 22715
Annexure to the Auditors’ Report<br />
Re: VITAE INDIA SPIRITS LIMITED<br />
Referred to in paragraph 3 <strong>of</strong> our report <strong>of</strong> even date<br />
(a) <strong>The</strong>re were no fixed assets. <strong>The</strong>refore, the provisions <strong>of</strong> clause<br />
4(i)(a) to 4(i)(c) <strong>of</strong> the Companies (Auditor’s Report) Order, 2003<br />
are not applicable to the Company.<br />
(b) <strong>The</strong>re were no stocks <strong>of</strong> goods. <strong>The</strong>refore, the provisions <strong>of</strong><br />
clause 4(ii)(a) to 4(ii)(c) <strong>of</strong> the Companies (Auditor’s Report)<br />
Order, 2003 are not applicable to the Company.<br />
(c) <strong>The</strong> company has not granted any loans to companies, firms or<br />
other parties covered in the register maintained under Section<br />
301 <strong>of</strong> the Companies Act, 1956. <strong>The</strong>refore, the provisions <strong>of</strong><br />
clause 4(iii)(a) to 4(iii)(d) <strong>of</strong> the Companies (Auditor’s Report)<br />
Order, 2003 are not applicable to the Company.<br />
(d) <strong>The</strong> company has not taken any loans from companies, firms or<br />
other parties covered in the register maintained under Section<br />
301 <strong>of</strong> the Companies Act, 1956. <strong>The</strong>refore, the provisions <strong>of</strong><br />
clause 4(iii)(e) to 4(iii)(g) <strong>of</strong> the Companies (Auditor’s Report)<br />
Order, 2003 are not applicable to the Company.<br />
(e) In our opinion and according to the information and<br />
explanations given to us, there are adequate internal control<br />
system commensurate with the size <strong>of</strong> the company and the<br />
nature <strong>of</strong> its business with regard to purchases <strong>of</strong> inventory,<br />
fixed assets and with regard to the sale <strong>of</strong> goods and services.<br />
During the course <strong>of</strong> audit, we have not observed any continuing<br />
failure to correct major weaknesses in internal controls.<br />
(f) According to the information and explanations given to us,<br />
there are no transactions that need to be entered into the<br />
register maintained under Section 301 <strong>of</strong> the Companies<br />
Act, 1956. <strong>The</strong>refore, the provisions <strong>of</strong> clause 4(v)(a) <strong>of</strong> the<br />
Companies (Auditor’s Report) Order, 2003 are not applicable to<br />
the company.<br />
(g) In our opinion and according to the information and<br />
explanation given to us, there have not been any transactions<br />
made in pursuance <strong>of</strong> contracts or arrangements entered in<br />
the register maintained under Section 301 <strong>of</strong> the Companies<br />
Act, 1956. <strong>The</strong>refore, the provisions <strong>of</strong> clause 4(v)(b) <strong>of</strong> the<br />
Companies (Auditor’s Report) Order, 2003 are not applicable to<br />
the company.<br />
(h) <strong>The</strong> company has not accepted any deposits from the public<br />
in contravention <strong>of</strong> the provisions <strong>of</strong> sections 58A, 58AA and<br />
any other relevant provisions <strong>of</strong> the Act and the Companies<br />
(Acceptance <strong>of</strong> deposits) Rules, 1975. <strong>The</strong>refore, the provisions<br />
<strong>of</strong> clause 4(vi) <strong>of</strong> the Companies (Auditor’s Report) Order, 2003<br />
are not applicable to the company.<br />
(i) Since this is the first year <strong>of</strong> operation <strong>of</strong> the company, the<br />
provisions with regard to internal audit <strong>of</strong> clause 4(vii) <strong>of</strong> the<br />
Companies (Auditor’s Report) Order, 2003 are not applicable to<br />
the company.<br />
(j) Provisions with regard to maintenance <strong>of</strong> cost records under<br />
Section 209(1)(d) <strong>of</strong> the Companies Act, 1956 are not applicable<br />
to this company.<br />
(k) <strong>The</strong> company is regular in depositing with appropriate<br />
authorities undisputed statutory dues including income tax and<br />
other material statutory dues applicable to it.<br />
Further, since the Central Government has till date not<br />
prescribed the amount <strong>of</strong> cess payable under Section 441A <strong>of</strong><br />
the Companies Act, 1956, we are not in a position to comment<br />
upon the regularity or otherwise <strong>of</strong> the company in depositing<br />
the same.<br />
(l) According to the information and explanations given to us, no<br />
undisputed amounts payable in respect <strong>of</strong> income tax, wealth<br />
tax, service tax, sales tax, customs duty and excise duty were in<br />
arrears, as at 31-3-2009 for a period <strong>of</strong> more than six months<br />
from the date they became payable.<br />
(m) According to the information and explanations given to us,<br />
there are no dues <strong>of</strong> sales tax, income tax, customs duty, wealth<br />
tax, service tax and excise duty which have not been deposited<br />
on account <strong>of</strong> any dispute.<br />
(n) <strong>The</strong> company has been registered for a period <strong>of</strong> less than five<br />
years. <strong>The</strong>refore, the provisions <strong>of</strong> clause 4(x) <strong>of</strong> the Companies<br />
(Auditor’s Report) Order, 2003 are not applicable to the<br />
company.<br />
(o) <strong>The</strong> company has not taken any loans from banks or financial<br />
institutions nor issued any debentures. <strong>The</strong>refore, the provisions<br />
<strong>of</strong> clause 4(xi) <strong>of</strong> the Companies (Auditor’s Report) Order, 2003<br />
are not applicable to the company.<br />
(p) <strong>The</strong> company has not granted any loans on the basis <strong>of</strong> security<br />
by way <strong>of</strong> pledge <strong>of</strong> shares, debentures and other securities.<br />
<strong>The</strong>refore, the provisions <strong>of</strong> clause 4(xii) <strong>of</strong> the Companies<br />
(Auditor’s) Order, 2003 are not applicable to the company.<br />
(q) <strong>The</strong> company is not a chit fund or a nidhi/mutual benefit<br />
fund/society. <strong>The</strong>refore, the provisions <strong>of</strong> clause 4(xiii) <strong>of</strong> the<br />
Companies (Auditor’s Report) Order, 2003 are not applicable to<br />
the company.<br />
(r) <strong>The</strong> company is not dealing in or trading in shares, securities,<br />
debentures and other investments. <strong>The</strong>refore, the provisions <strong>of</strong><br />
clause 4(xiv) <strong>of</strong> the Companies (Auditor’s Report) Order, 2003<br />
are not applicable to the company.<br />
(s) <strong>The</strong> company has not given any guarantees for loans taken<br />
by others from banks or financial institutions. <strong>The</strong>refore, the<br />
provisions <strong>of</strong> clause 4(xv) <strong>of</strong> the Companies (Auditor’s Report)<br />
Order, 2003 are not applicable to the company.<br />
(t) <strong>The</strong> company has not raised any term loans during the year.<br />
<strong>The</strong>refore, the provisions <strong>of</strong> clause 4(xvi) <strong>of</strong> the Companies<br />
(Auditor’s Report) Order, 2003 are not applicable to the<br />
company.<br />
(u) According to the information and explanations given to us and<br />
on an overall examination <strong>of</strong> the balance sheet <strong>of</strong> the company,<br />
we report that no funds raised on short term basis have been<br />
used for long term investment.<br />
(v) According to the information and explanations given to us,<br />
the company has not made preferential allotment <strong>of</strong> shares<br />
to parties and companies covered in the register maintained<br />
under Section 301 <strong>of</strong> the Act. <strong>The</strong>refore, the provisions <strong>of</strong><br />
clause 4(xviii) <strong>of</strong> the Companies (Auditor’s Report) Order, 2003<br />
are not applicable to the company.<br />
(w) According to the information and explanations given to us,<br />
the company has not issued any debentures during the year.<br />
<strong>The</strong>refore, the provisions <strong>of</strong> clause 4(xix) <strong>of</strong> the Companies<br />
(Auditor’s Report) Order, 2003 are not applicable to the<br />
company.<br />
(x) During the year, the company has not raised any money by<br />
public issue. <strong>The</strong>refore, the provisions <strong>of</strong> clause 4(xx) <strong>of</strong> the<br />
Companies (Auditor’s Report) Order, 2003 are not applicable to<br />
the company.<br />
(y) According to the information and explanations given to us,<br />
no fraud on or by the company has been noticed or reported<br />
during the course <strong>of</strong> our audit.<br />
For Vishnu Ram & Co.<br />
Chartered Accountants<br />
(S. Vishnumurthy)<br />
Bangalore Proprietor<br />
July 16, 2009 Membership No. 22715<br />
77
78<br />
I. SOURCES OF FUNDS<br />
(1) Shareholders’ funds<br />
Balance Sheet as at March 31, 2009<br />
Schedule<br />
As at<br />
31-03-2009<br />
Rupees<br />
(a) Share capital 1 500,000<br />
(b) Reserves and surplus -<br />
(2) Loan funds<br />
(a) Secured loans -<br />
(b) Unsecured loans -<br />
II. APPLICATION OF FUNDS<br />
500,000<br />
(1) Fixed Assets -<br />
(2) Investments -<br />
(3) Current assets, loans and advances<br />
(a) Inventories<br />
(b) Sundry debtors<br />
(c) Cash and bank balances 2 366,523<br />
(d) Loans and advances<br />
Less: Current liabilities and provisions:<br />
366,523<br />
(a) Current liabilities 3 19,457<br />
(b) Provisions -<br />
19,457<br />
Net current assets 347,066<br />
(4) (a) Miscellaneous expenditure to the extent not written <strong>of</strong>f or adjusted -<br />
(b) Pr<strong>of</strong>it & loss account 152,934<br />
Significant Accounting Policies and Notes on Accounts 4<br />
Schedules referred to above and the notes thereon form an integral part <strong>of</strong> the Balance Sheet.<br />
500,000<br />
For and on behalf <strong>of</strong> the Board <strong>of</strong> Directors <strong>of</strong> Per our report <strong>of</strong> even date<br />
Vitae India Spirits Limited For Vishnu Ram & Co.<br />
Chartered Accountants<br />
Bangalore A. Raghunathan Bharath Raghavan (S. Vishnumurthy)<br />
July 16, 2009 Director Director Proprietor<br />
Membership No. 22715
Pr<strong>of</strong>it and Loss Account for the period ended March 31, 2009<br />
Income<br />
Expenditure<br />
Schedule<br />
31-03-2009<br />
Rupees<br />
Bank charges 264<br />
Filing fees 1,212<br />
Miscellaneous expenses 2,300<br />
Preliminary expenses written <strong>of</strong>f 103,680<br />
Pr<strong>of</strong>essional charges 45,478<br />
For and on behalf <strong>of</strong> the Board <strong>of</strong> Directors <strong>of</strong> Per our report <strong>of</strong> even date<br />
Vitae India Spirits Limited For Vishnu Ram & Co.<br />
Chartered Accountants<br />
Bangalore A. Raghunathan Bharath Raghavan (S. Vishnumurthy)<br />
July 16, 2009 Director Director Proprietor<br />
Membership No. 22715<br />
-<br />
152,934<br />
Loss for the period before tax provision (152,934)<br />
Less: Income tax provision -<br />
Loss for the period after tax provision (152,934)<br />
Balance carried forward to the Balance Sheet (152,934)<br />
Earnings per share (Basic/Diluted (in Rs.)) (3.06)<br />
Significant Accounting Policies and Notes on Accounts 4<br />
Schedules referred to above and notes thereon form an integral part <strong>of</strong> the Pr<strong>of</strong>it & Loss Account.<br />
79
Schedule 1<br />
Share Capital<br />
80<br />
Authorised<br />
As on<br />
31-03-2009<br />
Rupees<br />
50,000 Equity Shares <strong>of</strong> Rs.10 Each 500,000<br />
Issued, subscribed and paid up<br />
50,000 Equity Shares <strong>of</strong> Rs.10 Each 500,000<br />
(All the shares are held by the holding company <strong>Kingfisher</strong> <strong>Airlines</strong> Ltd.)<br />
Schedule 2<br />
Cash and bank balances<br />
500,000<br />
Cash in hand 600<br />
Balance in current account with Syndicate Bank 365,923<br />
Schedule 3<br />
Schedules to the Balance Sheet<br />
366,523<br />
Current Liabilities 19,457<br />
Pr<strong>of</strong>essional charges payable 19,457
Schedules forming part <strong>of</strong> the Accounts<br />
Schedule 4<br />
Notes forming part <strong>of</strong> the accounts<br />
A. Basis for preparation<br />
1. Accounting Convention:<br />
<strong>The</strong> financial Statements are prepared under the historical cost convention, having due regard to the fundamental accounting<br />
assumptions <strong>of</strong> going concern, consistency, accrual and in compliance with the mandatory accounting standards as specified in the<br />
Companies (Accounting Standards) Rules, 2006.<br />
2. Use <strong>of</strong> estimates:<br />
<strong>The</strong> preparation <strong>of</strong> financial statements in conformity with generally accepted accounting principles requires management to make<br />
estimates and assumptions that affect the reported amounts <strong>of</strong> assets and liabilities and disclosure <strong>of</strong> contingent liabilities at the<br />
date <strong>of</strong> the financial statements and the results <strong>of</strong> operations during the reporting year end. Although these estimates are based<br />
upon management's best knowledge <strong>of</strong> current events and actions, actual results could differ from these estimates.<br />
B. Significant Accounting Policies<br />
1. Tax expense:<br />
Current tax and fringe benefit tax is measured at the amount expected to be paid to the tax authorities in accordance with the<br />
Indian Income Tax Act. Deferred income taxes are recognised for the future tax consequences attributable to timing differences<br />
between the financial statement determination <strong>of</strong> income and their recognition for tax purposes. <strong>The</strong> effect on deferred tax<br />
assets and liabilities <strong>of</strong> a change in tax rates is recognised in income using the tax rates and tax laws that have been enacted or<br />
substantively enacted by the balance sheet date. Deferred tax assets are recognised and carried forward only to the extent that<br />
there is a reasonable certainty that sufficient future taxable income will be available against which such deferred tax assets can be<br />
realised.<br />
2. Revenue recognition:<br />
All revenues are generally recognized on accrual basis except where there is an uncertainty <strong>of</strong> ultimate realization.<br />
3. Provision and contingencies:<br />
A provision is recognised when an enterprise has a present obligation as a result <strong>of</strong> past event and it is probable that an outflow <strong>of</strong><br />
resources will be required to settle the obligation, in respect <strong>of</strong> which a reliable estimate can be made. Provisions are not discounted<br />
to its present value and are determined based on management estimate required to settle the obligation at the balance sheet date.<br />
<strong>The</strong>se are reviewed at each balance sheet date and adjusted to reflect the current management estimates.<br />
4. Earning per Share:<br />
<strong>The</strong> basic earning / loss per share are computed by dividing the net pr<strong>of</strong>it / loss attributable to equity shareholders for the year by<br />
the weighted average number <strong>of</strong> equity shares outstanding during the period.<br />
5. Related party transaction:<br />
Transactions between the related parties are disclosed as per Accounting Standard 18 - Related Party Disclosure specified by the<br />
Companies (Accounting Standards) Rules, 2006. Accordingly, disclosures regarding names <strong>of</strong> the transacting related party, description<br />
<strong>of</strong> the relationship between the parties, nature <strong>of</strong> transactions and the amount outstanding as at end <strong>of</strong> the accounting year, are<br />
made.<br />
C. Notes to accounts<br />
1. <strong>The</strong> company was incorporated on 24-03-2008 and this is the first financial statement prepared after incorporation. <strong>The</strong>refore,<br />
there are no previous year figures.<br />
2. Retirement benefits:<br />
Since there are no employees on the rolls <strong>of</strong> the company, no provision for gratuity or leave salary is made in the financial<br />
statements.<br />
3. Figures in the Balance Sheet, Pr<strong>of</strong>it and Loss Account and schedules have been rounded <strong>of</strong>f to the nearest rupee.<br />
4. Remuneration to auditors:<br />
2008-09<br />
Statutory audit fee 15,000<br />
Service tax 1,545<br />
Total 16,545<br />
81
82<br />
5. Estimated amount <strong>of</strong> contracts remaining to be executed on capital account and not provided for is Rs. Nil.<br />
6. Related Party Disclosures:<br />
i) List <strong>of</strong> related parties:<br />
Sl. No. Name <strong>of</strong> the related party Nature <strong>of</strong> relationship<br />
1. United Breweries (Holdings) Limited Ultimate Holding Company<br />
2. <strong>Kingfisher</strong> <strong>Airlines</strong> Limited Holding Company<br />
3. <strong>Kingfisher</strong> Finvest India Limited Fellow Subsidiary<br />
4. <strong>Kingfisher</strong> Training & Aviation Services Ltd. Fellow Subsidiary<br />
5. Bangalore Beverages Limited Fellow Subsidiary<br />
6. UB Electronic Instruments Limited Fellow Subsidiary<br />
7. UB Infrastructure Projects Limited Fellow Subsidiary<br />
8. UB International Trading Limited Fellow Subsidiary<br />
9. City Properties Maintenance Company Bangalore Limited Fellow Subsidiary<br />
10. <strong>Kingfisher</strong> Aviation Training Limited Fellow Subsidiary<br />
11. Rigby International Corp. Fellow Subsidiary<br />
12. United Breweries <strong>of</strong> America Inc., Delware Fellow Subsidiary<br />
13. Inversiones Mirabel, S A Fellow Subsidiary<br />
14. Mendocino Brewing Company Inc., USA Fellow Subsidiary<br />
15. Rubic Technologies Inc. Fellow Subsidiary<br />
16. Releta Brewing Company, LLC Fellow Subsidiary<br />
17. UBSN Limited Fellow Subsidiary<br />
18. United Breweries International (U.K.) Limited Fellow Subsidiary<br />
19. UB Overseas Limited Fellow Subsidiary<br />
20. UBHL (BVI) Fellow Subsidiary<br />
ii) Related Party Transactions:<br />
Sl. No. Nature <strong>of</strong> Transactions Holding Company<br />
1 <strong>Kingfisher</strong> <strong>Airlines</strong> Limited 2008 – 09<br />
Share capital Rs. 500,000<br />
7. <strong>The</strong> company has adopted Accounting Standard - 20 on “Earning Per Share” specified in the Companies (Accounting Standards)<br />
Rules, 2006 for calculation <strong>of</strong> EPS and the disclosures in this regard are as given below:<br />
Particulars<br />
Year ended 31-03-2009<br />
Rupees<br />
Net loss after tax (152,934)<br />
Weighted average number <strong>of</strong> equity shares <strong>of</strong> Rs. 10/- each outstanding during the year<br />
(No. <strong>of</strong> shares)<br />
50,000<br />
Basic / diluted earnings per share (Rs.) (3.06)<br />
8. Segment information is not furnished since there is no reportable segment.<br />
Schedules forming part <strong>of</strong> the Accounts (Contd.)<br />
9. Information under paragraph <strong>of</strong> 3, 4C and 4D <strong>of</strong> part II <strong>of</strong> Schedule VI <strong>of</strong> the Companies Act, 1956 are not furnished, as they are not<br />
applicable.<br />
For and on behalf <strong>of</strong> the Board <strong>of</strong> Directors <strong>of</strong> Per our report <strong>of</strong> even date<br />
Vitae India Spirits Limited For Vishnu Ram & Co.<br />
Chartered Accountants<br />
Bangalore A. Raghunathan Bharath Raghavan (S. Vishnumurthy)<br />
July 16, 2009 Director Director Proprietor<br />
Membership No. 22715
Cash Flow Statement for the period ended March 31, 2009<br />
I. Cash Flow from operating activities<br />
Pr<strong>of</strong>it / ( Loss ) before tax (152,934)<br />
Adjustment for :<br />
Increase in current liabilities 19,457<br />
Net cash used in operating activities (133,477)<br />
II. Cash flows from investing activities -<br />
III. Cash flow from financing activities<br />
Capital contribution 500,000<br />
Net cash generated from financing activities 500,000<br />
Net increase in cash & cash equivalents 366,523<br />
Cash and cash equivalents at the beginning <strong>of</strong> the period -<br />
Cash and cash equivalents at the end <strong>of</strong> the period 366,523<br />
Cash and cash equivalents comprises <strong>of</strong>:<br />
Cash on hand 600<br />
Balance at Bank 365,923<br />
Note : <strong>The</strong> cash flow is prepared under the indirect method as mentioned under AS - 3 Cash Flow Statements.<br />
Rs.<br />
366,523<br />
For and on behalf <strong>of</strong> the Board <strong>of</strong> Directors <strong>of</strong> Per our report <strong>of</strong> even date<br />
Vitae India Spirits Limited For Vishnu Ram & Co.<br />
Chartered Accountants<br />
Bangalore A. Raghunathan Bharath Raghavan (S. Vishnumurthy)<br />
July 16, 2009 Director Director Proprietor<br />
Membership No. 22715<br />
83
BALANCE SHEET ABSTRACT AND COMPANY’S GENERAL BUSINESS PROFILE<br />
84<br />
I Registration Details<br />
Balance Sheet Abstract<br />
Registration No. 08/045717 State Code 08<br />
Balance Sheet Date March 31, 2009<br />
II Capital raised during the year (Amount in Rs. Thousands)<br />
Public Issue NIL Rights Issue NIL<br />
Bonus Issue NIL Private Placement 500.00<br />
III Position <strong>of</strong> Mobilisation and Deployment <strong>of</strong> Funds (Amount in Rs. Thousands)<br />
Total Liabilities 500.00 Total Assets 500.00<br />
Sources <strong>of</strong> Funds:<br />
Paid up Capital 500.00 Reserves & Surplus NIL<br />
Share application money NIL Unsecured Loans NIL<br />
Secured Loans NIL Deferred tax NIL<br />
Application <strong>of</strong> Funds:<br />
Net Fixed Assets NIL Investments NIL<br />
Net Current Assets 347.07 Misc. Expenditure NIL<br />
IV Performance <strong>of</strong> Company (Amount in Rs. Thousands)<br />
Accumulated loss 152.93<br />
Total income NIL Total Expenditure 152.93<br />
Pr<strong>of</strong>it (Loss) before tax (152.93) Pr<strong>of</strong>it (Loss) after tax (152.93)<br />
Earning per Share in Rs. (3.06) Dividend rate % NIL<br />
V Generic Names <strong>of</strong> Three Principal Products/Services <strong>of</strong> Company (as per monetary terms)<br />
Item Code No. ( ITC Code) Not applicable<br />
Product description Not applicable<br />
For and on behalf <strong>of</strong> the Board <strong>of</strong> Directors <strong>of</strong> Per our report <strong>of</strong> even date<br />
Vitae India Spirits Limited For Vishnu Ram & Co.<br />
Chartered Accountants<br />
Bangalore A. Raghunathan Bharath Raghavan (S. Vishnumurthy)<br />
July 16, 2009 Director Director Proprietor<br />
Membership No. 22715
NOTES<br />
85
86<br />
NOTES
NOTES<br />
87
88<br />
NOTES
Dr. Vijay Mallya<br />
Capt. G.R. Gopinath<br />
S.R. Gupte<br />
Dr. Naresh Trehan Anil Kumar Ganguly<br />
Board <strong>of</strong> Directors<br />
Ravi Nedungadi Vijay Amritraj<br />
Piyush Mankad<br />
Capt. K.J. Samuel<br />
G.N. Bajpai<br />
Diwan Arun Nanda<br />
N. Srivatsa<br />
Company Secretary
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