Beruflich Dokumente
Kultur Dokumente
1
Report of the Directors
2
Report of the Directors (Contd.)
Your Company inducted 4 aircraft (3 Airbus A320s and 1 Accordingly, the report for the year under review on the Charter
ATR 72-500) and returned 4 aircraft (4 ATR 42-320s) during Services operations relates to the period July 1, 2007 to December
the period under review. The domestic aviation industry continued 31, 2007. During the said period, the Charter Services Operations
to witness capacity expansion by all airline operators and the continued to perform satisfactorily and increased its presence in
competition continues to be stiff among all operators putting off shore flying for the oil sector.
pressure on yields. The rising fuel costs during the period and
increase in other operating costs, combined to cause an operating The operations of ferrying pilgrims at Sri Mata Vaishnodevi Temple
loss during the period. Individual items of the financial statements in Jammu based on an arrangement with the Temple Trust, which
are more fully discussed in the section titled “Management commenced four years back, yielded significant revenue for your
Discussion and Analysis”. Company. Your Company also commenced ferrying operations
for the Amarnath Yatra. The customer base for and the revenue
As a major step towards exploiting the synergies between the from the technical services offered by your Company increased
two groups, during the period under review, the brand “Air significantly. Your Company offered third party maintenance as
Deccan” was re-branded as “Deccan” with imagery identical to well as operational and maintenance services to large Indian
the “Kingfisher” brand.
corporates. The avionics maintenance facility established to
Subsequent to the period under review, the brand “Deccan” was offer maintenance of helicopter radio equipment commenced
phased out and your Company now offers the following classes operations. During the period under review, there has been an
of service: increased focus on trading in Bell helicopter spare parts.
3
Report of the Directors' (Contd.)
hand in hand with GDP growth. The Indian economy is a trillion Consequent upon the said allotment of equity shares as
dollar economy growing at 7% per annum, despite the current mentioned above, United Breweries (Holdings) Limited along
economic situation. Civil Aviation is a key engine of this growth with its subsidiaries holds 60.49% of the paid up share capital
where there is no rail or surface transport alternative given the size of your Company and therefore your Company has become a
and geography of the sub-continent. Passenger traffic in India has Subsidiary of United Breweries (Holdings) Limited.
grown from 14 million in 2005 to over 43 million in 2008. Your
Change of Name
Company is well-poised to meet the dynamic challenges faced
by the industry in the short term as well as to take advantage of Pursuant to and as envisaged in the Scheme, the name of your
the growth potential in the long term. The reduction of prices of Company was changed from Deccan Aviation Limited to Kingfisher
aviation fuel and reduction of sales tax on such fuel which is under Airlines Limited w.e.f. September 5, 2008. The Fresh Certificate
active consideration of the government together with introduction of Incorporation consequent upon Change of Name has been
of stringent cost reduction and control measures will have positive received from the Registrar of Companies, Karnataka.
impact on the working results of your Company and sufficient
Depository System
future taxable income will be available against which the deferred
tax asset can be realized. The trading in the equity shares of your Company is under
compulsory dematerialization mode. As of date, equity shares
In view of operating losses incurred during the year, your Directors representing 88% of the equity share capital are in dematerialized
do not recommend payment of any dividend. form. As the depository system offers numerous advantages,
members are requested to take advantage of the same and avail
Capital
of the facility of dematerialization of your Company’s shares.
During the year under review, your Company’s Authorised Share
Capital was increased from Rs.150,00,00,000 (Rupees One Auditors’ Report
Hundred Fifty Crores only) to Rs.500,00,00,000 (Rupees Five As regards the observations in para 4 of the Auditors’ Report, the
Hundred Crores only ) comprising of 40,00,00,000 (Forty Crores) relevant Notes to Accounts are self-explanatory.
Equity Shares of Rs.10/- each and 1,00,00,000 (One Crore)
In para 5 of the Auditors’ Report, the Statutory Auditors have
Preference Shares of Rs.100/- each.
qualified their report by remarking that the receipt of subsidy
Subsequent to the period under review, pursuant to and in from aircraft manufacturers should be recognised as income on
terms of the Scheme, an aggregate of : an systematic basis over the period necessary to match them with
related costs which they are intended to compensate though
1. 130,033,350 Equity Shares of Rs. 10/- each of your Company the accounting treatment does not appear to be covered by the
were allotted to the equity shareholders of Kingfisher Training Accounting Standard (AS)–19 (Accounting for Leases) issued by
and Aviation Services Limited (erstwhile Kingfisher Airlines the Institute of Chartered Accountants of India. In the opinion of
Limited) in the ratio of 3 equity shares of your Company the Directors:
for every 7 shares held by them in Kingfisher Training and
Aviation Services Limited (erstwhile Kingfisher Airlines (1) The lessor of the Aircraft is a person other than the Aircraft
Limited); and manufacturer and the lease contract is independent of the
contract with Aircraft manufacturer.
2. 9,700,000 6% Redeemable Non-Cumulative Preference
Shares of Rs.100/- each of your Company were allotted to the (2) The termination, if any, of the lease contract does not in any
preference shareholders of Kingfisher Training and Aviation event breach the conditions for the grant of subsidy by the
Services Limited (erstwhile Kingfisher Airlines Limited) in Aircraft manufacturer.
the ratio of 1 preference share of your Company for every (3) The subsidy value, referred to in Para 5 of the Audit Report
preference share held by them in Kingfisher Training and have been received by the Company during the 15 months
Aviation Services Limited (erstwhile Kingfisher Airlines period ended June 30, 2006. As per Section 28 (iv) of the
Limited). Income Tax Act 1961, and precedents available under Income
4
Report of the Directors (Contd.)
Tax laws, including pronouncements of the Apex Court, Subsequent to the period under review, Mr. Piyush G. Mankad,
the revenue arising out of support packages will be Dr. Naresh Trehan, Diwan Arun Nanda and Mr. Ghyanendra
treated as income for taxation purposes and therefore, Nath Bajpai were appointed as Additional Directors on October
it would not be prudent for the Company to treat the 15, 2008 and hold office up to the date of the ensuing Annual
said revenues differently in the books of Accounts and for General Meeting of your Company Notices in writing have been
Taxation purposes. received from Members signifying their intention to propose
(4) In the event of non compliance of the contract with the the appointment of Mr. Piyush Mankad, Dr. Naresh Trehan,
Aircraft manufacturer, the resultant possibility of recovery Diwan Arun Nanda and Mr. Ghyanendra Nath Bajpai as
of subsidy granted by the Aircraft manufacturer has Directors of your Company at the ensuing Annual General
been disclosed as contingent liability and this accounting Meeting.
treatment adopted by the Company is also based on the
Auditors
well established principle of differentiation of revenue
receipt and Capital receipt. M/s. B K Ramadhyani & Co., your Company's Auditors are eligible
for re-appointment at the Annual General Meeting and it is
In view of the above, in the opinion of the Company, the necessary to fix their remuneration.
accounting treatment of the support package, received from the
Aircraft manufacturer, as Income in the year of accrual and receipt Listing of Shares of Your Company
is in order. The equity shares of your Company are listed on the Bombay
Stock Exchange Limited and the National Stock Exchange of India
As regards the observations in para 11(a) of the Auditors’ Report,
Limited. The listing fee for the year 2007-08 has been paid to
the Note number 22 to Notes to Accounts (Schedule 22) is self-
these Stock Exchanges.
explanatory.
Subsequent to the period under review, 130,033,350 Equity
As regards the observations in the Annexure to the Auditors’
Shares of Rs. 10/- each of your Company issued and allotted
Report, the Company has taken/is taking necessary steps to ensure
to the equity shareholders of Kingfisher Training and Aviation
improvement in certain procedures and also for compliance with
Services Limited (erstwhile Kingfisher Airlines Limited) pursuant to
the relevant laws.
the Scheme, have been listed on the Stock Exchanges where the
Directors existing equity shares of your Company are presently listed.
Captain K J Samuel, Mr. Vijay Amritraj and Mr. Anil Kumar
Annual General Meeting
Ganguly retire by rotation and, being eligible, offer themselves
Your Company has obtained extension of time up to December 31,
for reappointment.
2008, from the Registrar of Companies, Karnataka, Bangalore, for
Subsequent to the period under review, the following Directors holding the Annual General Meeting for the nine-month period
resigned from the Board of Directors of your Company: ended March 31, 2008.
Capt. G R Gopinath and Capt. K J Samuel resigned from Management Discussion and Analysis
their executive positions as Managing Director and Executive Pursuant to Clause 49 of the Listing Agreement with the
Director respectively w.e.f. October 16, 2008 and continue as Stock Exchanges, Management Discussion and Analysis Report is
Non-Executive Directors. annexed and forms an integral part of the Annual Report.
5
Report of the Directors (Contd.)
6
Report of the Directors (Contd.)
StocK Options granted during the year under the ESOP 2005 & 2006
Disclosures as required by Clause 12 of the SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme), Guidelines
1999
Sl.No Particulars (ESOP 2006) (ESOP 2005)
(a) Options granted 2,731,400 3,621,900
(b) The Pricing formula Rs. 65/- Rs. 65/-
(c ) Options vested Nil 632,840
(d) Options exercised Nil 328,385
(e) The total number of shares arising as a result of exercise of options Nil 328,385
(f) Options lapsed 330,000 1,820
(g) Variation of terms of options Nil Nil
(h) Money realized by exercise of options Nil 21,345,025
(i) Total no. of options in force 2,401,600 1,084,065
(j) Employee wise details of options granted:
(i) Senior managerial personnel
Ajay Bhatkal 50,000 -
Anand Ramachandran 50,000 -
Arun Kumar 30,000 -
Arvind Saksena - 45,000
Balakrishna Shabaraya K. 20,000 10,000
Devesh Desai 50,000 50,000
Jayanth K Poovaiah 2,20,000 154,000
Preetham Phillip 1,00,000 136,000
Ramki Sundaram 680,000 -
N Srivatsa 50,000 -
Navodit Mehra 25,000 23,000
Vivek Agnihotri 50,000 -
Nalin Gagrani 50,000 -
Sagar Rathod 30,000 -
(ii) Any other employee who received a grant in any one year of option amounting to 5% or more of Nil Nil
option granted during the year.
(iii) Identified employees who were granted options, during any one year, equal to or exceeding 1% of Nil Nil
the issued capital (excluding outstanding warrants and conversions) of the Company at the time of
the grant
(k) Diluted Earnings Per Share (EPS) pursuant to issue of shares on exercise of options calculated in N.A
accordance with Accounting Standard AS-20
(l) Method of accounting followed for value of charge on stock options (as per the Guidance Note on Intrinsic Value Intrinsic Value
Stock Based compensation by ICAI)
(m) Difference of amount of ESOP charge calculated as per the Intrinsic Value Method and the fair value Rs. 584,876,16
of the options (Black Scholes Method)
(n) Proforma Earning Per Share if the Charge have been accounted in accordance with fair value method
(Black Scholes Method)
(o) (i) Weighted-averaged exercise prices Rs. 65.00 Rs. 65.00
and
(ii) weighted-average fair values of options Rs. 137.93 Rs. 78.54
for options whose exercise price either equals or exceeds or is less than the market price of the stock
(p) A description of the method and significant assumptions used during the year to estimate the fair
values of options :
(i) risk-free interest rate (%) 8.00
(ii) expected life (years) 5.19
(iii) expected volatility (%) 51.60
(iv) expected dividends (%) Nil
(v) the price underlying share in market at the time of option grant
Month & year of grant Intrinsic value determined
(Rs.)
June 2005 62.97
December 2005 62.97
April 2007 49.90
September 2007 83.80
February 2008 91.95
Note: 3,621,900 options have been granted under the ESOP 2005, which scheme has since been discontinued. With effect from
January 1, 2006, your Company has adopted ESOP 2006 under which 731,400 options were further granted during the period ended
March 31, 2008 in addition to 2,000,200 options which were granted during the year ended June 30, 2007.
7
Corporate Governance
Sl. Name of the Director Category of Directorship No. of Board Attendance at # No. of Other No. of Committees
No. Meetings last AGM held Companies in (other than your
attended on December, which Director Company) in which
19, 2007 Chairman/Member
1. Dr. Vijay Mallya Non-Executive 5 Yes 22 1
Non-Independent (Chairman of 1)
Vice Chairman (from October 31, 2007)
Non-Executive
Non-Independent
Chairman (from April 22, 2008)
Managing Director designated Chairman & CEO
(from October 16, 2008)
2. Capt. G R Gopinath Non-Independent 7 Yes 4 Nil
Managing Director (till October 15, 2008 ) and
Vice Chairman and Non-Executive Director
(from October 16, 2008)
3. Capt. K J Samuel Non-Independent 5 No 2 Nil
Executive Director (till October 15, 2008) and
Non-Executive Director (from October 16, 2008)
4. Mr. A K Ravi Nedungadi Non-Executive 5 Yes 11 5
Non-Independent (Chairman of 2)
5. Lt. Gen. (Retd.) N S Narahari Non-Executive 5 No Nil Nil
Independent
Chairman (till April 22, 2008) and
Non-Executive
Independent Director (from April 22, 2008) 1
6. Mr. S N Ladhani Non-Executive 7 Yes 14 Nil
Non-Independent Director2
7. Mr. Vijay Amritraj Non-Executive 1 No 3 6
Independent Director
8. Col. Jayanth K Poovaiah Executive 6 Yes 1 Nil
Non-Independent Director3
9. Ms. Bala Deshpande Non-Executive 1 No 12 5
Non-Independent Director 4 (Chairperson of 2)
10. Prof P N Thirunarayana Non-Executive 3 No 1 1
Independent Director5
8
Corporate Governance (Contd.)
Sl. Name of the Category of No. of Board Attendance at # No. of Other No. of Committees
No. Director Directorship Meetings last AGM held Companies in (other than the
attended on December which Director Company) in which
19, 2007 Chairman/ Member
11. Mr. Anil Kumar Ganguly Non-Executive 6 Yes Nil Nil
Independent Director
12. Mr. Hitesh Harshad Patel Non-Executive 5 Yes Nil Nil
Non-Independent Director6
13. Mr. Piyush Mankad* Non-Executive N.A. N.A. 12 9
Independent Director (Chairman of 2)
14. Dr. Naresh Trehan* Non-Executive N.A. N.A. 12 2
Independent Director (Chairman of 1)
15. Diwan Arun Nanda* Non-Executive N.A. N.A. 12 3
Independent Director (Chairman of 2)
16. Mr.Ghyanendra Nath Non-Executive N.A. N.A. 17 10
Bajpai* Independent Director (Chairman of 5)
9
Corporate Governance (Contd.)
Details of Capt. K.J. Samuel’s Directorships in other Indian management, corporate governance, audit, taxation, international
Companies are as under:- marketing and project control. He was the Whole-time Director
of Britannia Industries Limited and was the Managing Director of
Other Directorships Position held
Nabisco Brands (Malaysia). He was also the President of the India
Deccan Cargo Private Limited Director & Member Builders Corporation group of companies. He is also a
Deccan Charters Limited Director philanthropist and is involved in social welfare activities
Capt. K.J. Samuel holds 7,956,807 shares constituting 2.99% of relating to education and child health.
the paid up capital in your Company. Mr. Anil Kumar Ganguly does not hold any Directorship/
Mr. Vijay Amritraj was a recipient of the Padma Shri, a Committee Membership in other Indian Companies.
designated United Nations Messenger of Peace and a recipient of Mr. Anil Kumar Ganguly does not hold any shares in your
the International Sportsman of the Year Award for the year 1987. Company.
He was the youngest player to play Davis Cup for any country. He
New Directors
subsequently served India in the Davis Cup for 20 years and led
India to Davis Cup finals twice in 1974 and 1987. He founded Mr. Piyush Mankad was appointed as an Additional Director
the BAT (Britannia Amritraj Tennis) Academy in India and also (categorized as an Independent Director) of your Company on
held the position of President of the ATP (Association of Tennis October 15, 2008 and holds office as Director upto the date of
this Annual General Meeting.
Professionals).
Mr. Piyush Mankad was a distinguished member of the Indian
Details of Mr. Vijay Amritraj’s Directorships and Committee
Administrative Service and served in the Cabinet Committee in
Memberships in other Indian Companies are as under:
the Ministry of Finance. He also serves on the board of various
Other Directorships Position held companies as an Independent Director.
Lam Sports Group Private Limited Director Details of Mr. Piyush Mankad’s Directorships and Committee
First Serve Entertainment (India) Private Limited Director Memberships in other Indian Companies are as under:
Hotel Leela Venture Limited Director
Other Directorships Position held
Mr. Vijay Amritraj holds the following other Committee positions: Tata International Limited Independent Director
Tata Elxsi Limited Independent Director
Name of the Committee Position held Tata Power Limited Independent Director
Audit Committee M & M Financial Services Limited Independent Director
Lam Sports Group Private Limited Member Mahindra Forgings Limited Independent Director
First Serve Entertainment (India) Private Limited Member United Breweries (Holdings ) Limited Independent Director
Hotel Leela Venture Limited Member Max India Limited Independent Director
Icra Limited Independent Director
Shareholders/Investors Grievance Committee Mysore Cements Limited Chairman
Lam Sports Group Private Limited Member SRF Limited Independent Director
First Serve Entertainment (India) Private Limited Member Noida Toll Bridge Company Limited Independent Director
Hotel Leela Venture Limited Member DSP Merrill Lynch Fund Managers Limited Independent Director
Mr. Vijay Amritraj does not hold any shares in your Company. Mr. Piyush Mankad holds the following other Committee
positions:
Mr. Anil Kumar Ganguly is a fellow member of the Institute Name of the Committee Position held
of Chartered Accountants of India. He has over four decades Audit Committee
of experience in various facets of corporate management, such Tata International Limited Member
as finance, accounting, audit, taxation and corporate affairs. DSP Merrill Lynch Fund Managers Limited Member
He also has rich experience in sales and marketing in India as Noida Toll Bridge Company Limited Member
well as overseas and knowledge in areas of corporate finance, Mysore Cements Limited Member
10
Corporate Governance (Contd.)
and Research Centre. He is the Chairman of Global Health Private Diwan Arun Nanda is the Chairman and Managing Director of
Limited. He is a recipient of both Padma Bhushan and Padma Rediffusion DY&R Pvt. Ltd, India and is also on the Global Partners
Shree awards from the President of India for distinguished service Board of Y & R Advertising, USA. Diwan Arun Nanda holds a
in the field of Surgery and Medicine. Dr. Trehan serves on the Bachelors Degree in Commerce from Loyola College, Chennai
board of several companies. University, and a Post Graduate Diploma in Management from the
Indian Institute of Management, Ahmedabad. He was a member
Details of Dr. Naresh Trehan’s Directorships and Committee of the Board of Directors of Air India, a member of the Jawaharlal
Memberships in other Indian Companies are as under:- Nehru Centenary Committee (a part of the Cabinet Secretariat
of the Government of India) and President of the Advertising
Other Directorships Position held
Agencies Association of India (1993-1995 and 1999-2000).
Afsan Health Resorts Private Director and holding more than
Limited 2% of the paid up capital Details of Diwan Arun Nanda’s Directorships and Committee
Dabur Pharma Limited Director Memberships in other Indian Companies are as under:-
Dr. Naresh Trehan & Associates Director and holding more than
Health Services Private Limited 2% of the paid up capital Other Directorships Position held
Globerian India Private Limited Director Rediffusion – DY & R Private Limited Director & Shareholder
Global Health Private Limited Director and holding more than Rediff.com India Limited Director & Shareholder
2% of the paid up capital Rediffusion Holdings Private Limited Director & Shareholder
11
Corporate Governance (Contd.)
Name of the Committee Position held Mr. Ghyanendra Nath Bajpai holds the following other Committee
Audit Committee positions:
Clariant Chemicals (India) Limited Member
Name of the Committee Position held
Mastek Limited Chairman
Audit Committee
Shareholders/Investors Grievance Committee Mandhana Industries Limited Member
Clariant Chemicals (India) Limited Chairman Emaar MGF Land Limited Member
Future Capital Holdings Limited Member
Diwan Arun Nanda does not hold any shares in your Company. Dalmia Cement (Bharat) Limited Member
Future Generali India Life Insurance Company Limited Chairman
Mr. Ghyanendra Nath Bajpai was appointed as an Additional Future Generali India Insurance Company Limited Chairman
Director of your Company (categorized as an Independent Future Ventures India Limited Chairman
Director) on October 15, 2008 and holds office as Director upto
the date of this Annual General Meeting. Shareholders/Investors Grievance Committee
Emaar MGF Land Limited Chairman
Mr. Ghyanendra Nath Bajpai holds a Master’s Degree in Commerce Future Capital Holdings Limited Chairman
from the University of Agra and a Degree in Law (LLB) from the The Dhanalakshmi Bank Limited Member
University of Indore. He has been the Chairman of the Securities
Mr. Ghyanendra Nath Bajpai does not hold any shares in your
and Exchange Board of India (SEBI), the Life Insurance Corporation
Company.
of India (LIC), and Non-Executive Chairman of National Stock
Exchange of India Limited. 3. AUDIT COMMITTEE
He received among others the “Outstanding Contribution to the The Audit Committee was constituted on December 21, 2005
Development of Finance” award from the Prime Minister of India, to meet the requirements under both the Listing Agreement
Dr. Manmohan Singh. and Section 292A of the Companies Act, 1956.
Details of Mr. Ghyanendra Nath Bajpai’s Directorships and During the period under review, Three meetings of the
Committee Memberships in other Indian Companies are as Committee were held on September 27, 2007, October 29,
under:- 2007 and January 31, 2008. The details of attendance by
members of the Committee are as below:
Other Directorships Position held
Future Generali India Life Insurance Director Members Category No. of
Company Limited Meetings
Attended
Future Generali India Insurance Company Limited Director
Mr. Anil Kumar Ganguly Non-Executive 3
Emaar MGF Land Limited Director
Independent
The Dhanalakshmi Bank Limited Director Lt. Gen. N. S. Narahari Non-Executive 2
Future Capital Holdings Limited Director Independent
12
Corporate Governance (Contd.)
Members Category No. of • Such other matters as may from time to time be
Meetings required by any statutory, contractual or other
Attended regulatory requirements to be attended to by the Audit
Prof. P. N. Thirunarayana Non-Executive 1
Committee.
Independent
Mr. S. N. Ladhani Non-Executive 3 Consequent upon the resignation of Directors and
Non-Independent appointment of Additional Directors as mentioned
Ms. Bala Deshpande Non-Executive Nil hereinabove, the Audit Committee has been
Non-Independent
reconstituted on October 15, 2008 and the current
The terms of reference to the Audit Committee cover the composition of the Audit Committee is as given
areas mentioned under Clause 49 of the Listing Agreement below:
and Section 292A of the Companies Act, 1956, (besides • Mr. Anil Kumar Ganguly- Chairman
some other functions as are referred to it by the Board of • Diwan Arun Nanda
Directors) which are as follows:- • Dr. Naresh Trehan
• Regular review of accounts, accounting policies, • Mr. A .K. Ravi Nedungadi
disclosures, etc.
4. SHARE ALLOTMENT, TRANSFERS AND INVESTOR
• Review of the major accounting entries based on
GRIEVANCE COMMITTEE
exercise of judgment by management and review of
significant adjustments arising out of audit. The Share Allotment, Transfers and Investor Grievance
• Qualifications in the draft audit report. Committee was constituted on December 21, 2005 to
• Establishing and reviewing the scope of the independent operate in terms of the provisions related thereto in the
audit including the observations of the auditors and Listing Agreements with the Stock Exchanges and/or the
review of the quarterly, half-yearly and annual financial provisions as prescribed or may be prescribed in this regard
statements before submission to the Board. by the Companies Act, 1956.
• The Committee shall have post audit discussions with During the period under review, the Committee comprised
the independent auditors to ascertain any area of of the following Directors:
concern.
• Mr. Anil Kumar Ganguly - Chairman
• Establishing the scope and frequency of internal audit,
• Lt Gen N S Narahari
reviewing the findings of the internal auditors and
• Mr. S N Ladhani
ensuring the adequacy of internal control systems.
• Capt K J Samuel
• To look into reasons for substantial defaults in the
• Col. Jayanth K Poovaiah
payment to depositors, debenture holders, shareholders
and creditors. Mr. N Srivatsa, Company Secretary, is the Compliance
• To look into the matters pertaining to the Director’s Officer.
Responsibility Statement with respect to compliance During the period under review, Nine meetings of the
with Accounting Standards and Accounting Policies. Committee were held on August 20, 2007, August 27,
• Compliance with Stock Exchange legal requirements 2007, September 24, 2007, November 14, 2007, December
concerning financial statements to the extent 14, 2007, January 4, 2008, February 8, 2008, March 3, 2008
applicable. and March 18, 2008 respectively. The attendance of the
• The Committee shall look into any related party Directors at these Committee meetings is as below.
transactions i.e., transactions of your Company of a
Members Category No. of Meetings
material nature, with promoters or management, their
Attended
subsidiaries or relatives etc., that may have potential Mr. Anil Kumar Ganguly Non-Executive 9
conflict with the interests of Company at large. Independent
• Appointment and remuneration of statutory and Lt Gen N S Narahari Non-Executive 7
internal auditors. Independent
13
Corporate Governance (Contd.)
14
Corporate Governance (Contd.)
d) Employee Stock Option to Directors During the period under review, pursuant to Section 192A of the
Col. Jayanth K Poovaiah - Executive Director was granted Companies Act, 1956, your Company conducted the Postal Ballot
options under the Employee Stock Option Plan of your exercise following the provisions and rules framed under the Act
Company as follows: for conducting Postal Ballot.
Scheme No. of options granted
The details/ results of the Postal Ballot exercise so conducted are
ESOP 2005 154,000 as under:
ESOP 2006 220,000
Date of Date of Description Result
6. GENERAL BODY MEETINGS Notice Scrutinizer’s
of Postal Report
The details in respect of the last three Annual General Ballot
Meetings are furnished as under: February April 14, Special Resolution under Carried with
21, 2008 2008 Section 372A of the requisite
Financial Date Time Venue Companies Act, 1956 majority.
Year for increase in limits for Number of
making investments, votes cast in
2004-2005 October 22, 10.00.a.m. Jakkur Aerodrome,
loans, advances and favour -1157
2005 Bellary Road,
guarantees upto an Number of
Bangalore - 560 064
amount of Rs.1,000 votes cast
2005-2006 December 11, 10.30.a.m. Dr. Ambedkar crores (Rupees One against - 64
2006 Bhavan, Millers Road, Thousand Crores only)
Vasanthnagar,
Bangalore -560 052 The Postal Ballot exercise was conducted by Mr. G. Krishna,
2006-2007 December 19, 4.00.p.m. Senate Hall, Company Secretary in practice, Scrutinizer appointed for this
2007 Hotel Capitol, purpose.
3 Raj Bhavan Road,
Bangalore - 560001 7. DISCLOSURES
During the period under review, there were no materially
All the resolutions set out in the Notices, including significant related party transactions with your Company's
Special Resolutions were passed by the Shareholders. promoters, the Directors or the management, their subsidiaries
or relatives etc., that may have potential conflict with the
Since the date of the last Annual General Meeting, one
interests of your Company at large. Details of related party
Extra Ordinary General Meeting was held on March 18, 2008 transactions form part of Notes to Accounts.
at which a Special Resolution was passed for the issue and
Your Company has complied with all the statutory
allotment of shares under Section 81(1A) and other applicable
requirements comprised in the Listing Agreements/
provisions of the Companies Act, 1956 for an amount not Regulations/Guidelines/ Rules of the Stock Exchanges /SEBI/
exceeding Rs.1600 crores (Rupees One Thousand Six Hundred other statutory authorities.
Crores).
There were no instances of non-compliance by your
Meeting of the Equity Shareholders of your Company to Company nor have any penalties, strictures been imposed by
approve the Composite Scheme of Arrangement mentioned Stock Exchanges or SEBI or any statutory authority since
incorporation of your Company on any matter related to
hereinabove convened and held by the Hon’ble High Court
capital markets.
of Karnataka on April 17, 2008 approved the Composite
Scheme of Arrangement as modified. 8. MEANS OF COMMUNICATION
The unaudited quarterly and half-yearly results are sent to all
Postal Ballot the Stock Exchanges where the shares of your Company are
Your Company has not passed any resolution at the above listed. The results are normally published in Business Standard
Annual General Meetings which was required to be passed and Kannada Prabha.
through Postal Ballot as per the provisions of the Companies Act, The results are displayed on your Company’s website
1956 ("the Act") and the rules framed thereunder. www.flykingfisher.com.
15
Corporate Governance (Contd.)
16
Corporate Governance (Contd.)
Your Company’s performance for the period from July 1, 2007 to March 31, 2008 vis-à-vis BSE Sensex
17
Corporate Governance (Contd.)
The power to consider and approve share transfers/ transmission/ transposition/ consolidation/ subdivision etc. has been delegated
to a Committee of Directors as indicated under the heading "Share Allotment, Transfers and Investor Grievance Committee". The
Committee generally meets once a month. The requirements under the Listing Agreement/ Statutory regulations in this regard are
being followed.
18
Corporate Governance (Contd.)
q) Percentage of Shares held in Physical & Electronic Form as on March 31, 2008
r) Dematerialisation of Shares
84.77% of the paid-up capital is held in dematerialized form as on March 31, 2008 and 87.66% as on date.
s) Insider Trading
All the Directors and Senior Management Personnel have affirmed compliance of "The Code of Business Conduct and Ethics"
as suggested under the SEBI (Prohibition of Insider Trading) Regulations, 1992 and have executed Indemnity Bonds thereof,
individually.
In compliance with the provisions of Clause 47(f) of the Listing Agreement with the Stock Exchanges, an exclusive email id, viz
investor.relations@flykingfisher.com has been designated for registering complaints by investors, which has been displayed on the
website of your Company www.flykingfisher.com.
a. Remuneration Committee Your Company has constituted a "Remuneration and Compensation" Committee.
b. Shareholders Rights Your Company’s half-yearly results are published in English and Kannada newspapers. Hence the
same are not sent to the shareholders.
c. Training of Board Members The Board of Directors comprises of well experienced and accomplished members and their formal
training is considered not necessary.
d. Whistle Blower Policy Your Company has a Whistle Blower Policy in place.
19
Corporate Governance (Contd.)
To,
I have examined the compliance of conditions of Corporate Governance by Kingfisher Airlines Limited (formerly Deccan Aviation Limited)
for the nine-month period from July 1, 2007 to March 31, 2008 as stipulated in Clause 49 of the Listing Agreement of the said Company
with the Stock Exchanges.
The compliance of the conditions of Corporate Governance is the responsibility of the management. My examination was limited
to procedures and implementation thereof adopted by the Company for ensuring the compliance with the conditions of Corporate
Governance as stipulated in the above mentioned Listing Agreement.
In my opinion and to the best of our information and according to the explanations given to me, I certify that, the Company has complied
with the conditions of Corporate Governance as stipulated in Clause 49 of the above mentioned Listing Agreement.
I further state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness
with which the management has conducted the affairs of the Company.
Bangalore G. Krishna
October 15, 2008 Company Secretary
Membership No. ACS-9716
CP-5793
20
Management Discussion and Analysis Report
1. Industry structure and developments has provided a positive direction to the aviation industry
in the country.
a. The Indian economy continued to be buoyant during
2. Segment–wise or Product-wise performance
2007-08, providing a positive framework for the
aviation industry in the country. Economic momentum, a. During the period under review, your Company operated
positive demographics, an inherent ‘latent demand’ in a single business segment, i.e. of providing scheduled
for air travel as well as significant steps initiated and non- scheduled air transportation services.
towards development of airport infrastructure at major b. Further, during the period under report, your Company
metropolitan cities augur well for the industry. operated only in India and did not have operations
b. However, increase in crude prices during the period outside India.
under review resulted in a surge in Aviation Turbine
c. Accordingly, no separate segment disclosures for
Fuel (ATF) costs worldwide. In addition, input costs in
primary business segment and geographical disclosures
India are also higher than other countries on account
are required to be given.
of various duties, taxes and levies. Fare and surcharge
increases implemented by airlines as a result of the 3. Outlook
higher input costs have resulted in a slow-down in
a. Given the slow-down in the air travel market, profitability
demand for air travel.
remains a concern for airlines in the short term given
c. Capacity growth continued to be in excess of high cost of operations.
growth in market demand during 2007-08. Fares
b. From a long term perspective though, air travel
below break-even levels in case of routes with
continues to have immense growth potential in the
marked over-capacity along with the impact of
country with regard to both domestic and international
higher input costs have significantly contributed
air traffic providing for increased opportunity to connect
towards industry losses of around USD 1 billion during
metropolitan and regional centers across the country as
2007-08.
well as provide seamless connectivity between major
d. Progressive policies implemented by the Government Indian destinations and the rest of the world.
of India including liberalization of the Air Services
c. Your Company is well poised to meet the dynamic
Agreement with various countries have further
challenges faced by the industry in the short term as
strengthened India’s place as a preferred global
well as to take advantage of the growth potential in the
destination. Even as Indian carriers expanded their
long term.
footprints worldwide, various international carriers
have increased their operations into India. Apart from 4. Internal control systems and their adequacy
major metropolitan cities, international carriers have a. Your Company has a proper and adequate system of
also included various tier II and tier III cities as part of internal controls commensurate with its size and nature
their India network. of operations to provide reasonable assurance that all
e. Marking the successful foray of public-private assets are safeguarded, transactions are authorised,
partnerships in the infrastructure segment in the recorded and reported properly and applicable statutes,
country, state-of-the-art greenfield airports at codes of conduct and corporate policies are duly
Hyderabad and Bangalore commenced commercial complied with.
operations. In addition, the planned modernization of b. The Internal Audit Department reviews the adequacy
Kolkata and Chennai airports, 35 non-metro airports and efficacy of the key internal controls. The scope of
have been identified for development based on the the audit activity is guided by the annual audit plan,
public-private partnership format. This, in addition, to which is approved by the Audit Committee of the
other significant policy measures by the Government Board.
21
Management Discussion and Analysis Report (Contd.)
c. Your Company’s Audit Committee comprises of five Company, based on the advice of a reputed consultancy
Non–Executive Directors: Mr A K Ganguly, Chairman, firm, Accenture, decided to de-merge and transfer the
Prof. P N Thirunarayana, Mr. S N Ladhani, Ms. Bala commercial ariline division undertaking of the erstwhile
Deshpande and Lt Gen N S Narahari. One of the Kingfisher Airlines into your Company to creat a more
objectives of the Audit Committee is to review the competitive business, both in scale and scope of
reports submitted by the Internal Audit Department operations.
and to monitor follow-up and corrective action c. The UB Group initiated new branding strategies
by Management. The Audit Committee has been and implementation of the new look for the fleet of
reconstituted on October 15, 2008 and comprises of aircraft in place of the earlier "Air Deccan" branding.
Mr. Anil Kumar Ganguly- Chairman, Diwan Arun Nanda, Most importantly the UB Group focused on providing
Dr. Naresh Trehan and Mr. A .K. Ravi Nedungadi. a higher quality of care and service to its guests at all
d. Your Company has a Corporate Compliance Procedure customer touch points and towards implementation of
to ensure that all laws, rules and regulations applicable better operational strategies.
to our industry are complied with. A Corporate d. By adding Kingfisher Red to its service class, Kingfisher
Compliance Certificate is placed at Board Meetings Airlines provides passengers with three classes of
periodically. fares, Kingfisher First (business class); Kingfisher Class
e. The Company Secretary is the designated Compliance (premium economy class) and Kingfisher Red (low fare
Officer to ensure compliance with SEBI regulations economy class).
and with our Listing Agreement with National Stock e. Kingfisher Airlines is now able to cater to the entire
Exchange of India Limited and Bombay Stock Exchange spectrum of the air travel market providing relevant
Limited. services to the ‘price-seeker’, the ‘value-seeker’ as well
f. Your Company has a process of both external and as the ‘service-seeker’.
internal safety audits for each area of operation. Your
6. Analysis of operational performance for the
Company is in compliance with all laws, rules and
nine-month period ended March 31, 2008
regulations relating to airworthiness, air safety and
The current financial period is for nine months from July
other statutory operational requirements.
1, 2007 to March 31, 2008 and is, therefore, not strictly
g. Your Company, as part of its Risk Management comparable with the results of the previous financial
strategy, reviews, on a continuous basis, its strategies, period of 12 months from July 1, 2006 to June 30, 2007
processes, procedures and guidelines to effectively (Fiscal 2007). The Charter operations reflected are for a period
identify and mitigate risks. Further, the Management of six months from July 1, 2007 to December 31, 2007 and
has developed a procedure to ensure adequate airline operations represent only scheduled airline operations
disclosures of key risks and mitigation initiatives to the of former Deccan.
Audit Committee of the Board.
Income
5. Consolidation of the scheduled airline business pursuant
to the Scheme
22
Management Discussion and Analysis Report (Contd.)
a. Our total income stood at Rs. 15,454.43 million during month period from July 1, 2007 to March 31, 2008.
the nine-month period from July 1, 2007 to March 31, During the period under review, we added 1 ATR and 3
2008. Income from operations formed 93.27% of total Airbus A320s on lease, which added to the lease rentals
income at Rs. 14,413.95 million. on our existing fleet.
b. Revenue from sale of tickets and related income at c. Employee remuneration and benefits (personnel
Rs. 14,030.25 million formed 90.78% of total income. costs): Employee remuneration and benefits stood
During the period July 1, 2007 to March 31, 2008, at Rs.2,461.06 million during the nine-month period
apart from expansion of our network as a group, we from July 1, 2007 to March 31, 2008. The upswing in
also undertook intensive rationalization of routes thus personnel costs is mainly on account of:
reducing overlaps and optimizing fleet deployment
• Increase in the number of employees as demanded
across the network.
by our expanding operations. Our total number
c. Revenues from Helicopter charter and other services of employees as of March 31, 2008 was 3,178 as
stood at Rs.349.56 million during the nine-month
compared to 3,099 employees as of June 30, 2007;
period from July 1, 2007 to March 31, 2008.
• Increase in salaries, particularly those of pilots, co-
d. Other income stood at Rs.1,040.48 million during the
pilots and engineers, as a result of increased demand
nine-month period from July 1, 2007 to March 31,
caused by the deployment of additional aircraft by
2008. This includes profit on transfer of aircraft/engine
existing and new airlines; and
purchase rights of Rs.249.70 million. We also earned
• Ramp up of personnel on account of planned
certain credits from aircraft/engine manufacturers
international expansion.
amounting to Rs. 366.72 million, which accrued during
the period under review. d. Other operating expenses: Other operating expenses
Expenditure stood at Rs. 6,478.86 million during the nine-month
period from July 1, 2007 to March 31, 2008. The
same is impacted by the increase in level of operations
during the period under review as compared to previous
years.
e. Interest and finance charges: Interest and finance
charges were at Rs.778.78 million during the
nine-month period from July 1, 2007 to March 31,
2008. These expenses include the interest on two ATRs
acquired on a hire purchase basis and one ATR obtained
on ownership basis and financed by a local financial
Total expenditure stood at Rs.22,524.93 million during the company.
nine-month period from July 1, 2007 to March 31, 2008.
f. Depreciation and amortization: Depreciation
a. Aircraft fuel expenses: Expenditure on fuel stood at charges were Rs.182.81 million during the nine-month
Rs. 8,892.96 million during the nine-month period from period from July 1, 2007 to March 31, 2008. These
July 1, 2007 to March 31, 2008. Average fuel prices expenses reflect principally the depreciation on two ATRs
increased progressively during the period under review acquired on a hire purchase basis and one ATR obtained
and were up +28% during March 2008 as compared to on ownership basis and financed by a local financial
June 2007. company. Amortization charges stood at Rs.183.13
b. Aircraft engine/lease rentals: Aircraft/engine lease million during the nine-month period from July 1, 2007
rentals stood at Rs. 3,547.33 million during the nine- to March 31, 2008.
23
Management Discussion and Analysis Report (Contd.)
g. Provision for tax: Our total tax expense, comprising and navigation charges, against levy of additional
fringe benefit tax, was Rs.35.49 million during the airport charges, flexibility in case of Route Dispersal
nine-month period from July 1, 2007 to March 31, Guidelines, permission for self-handling at all
2008. airports, etc.
h. Loss after tax expense for the period under review:
c. Your Company expects to optimize costs especially
Loss after tax during the nine-month period from July 1,
on account of the positive impact of synergies post
2007 to March 31, 2008 was Rs. 1,881.36 million.
consolidation thus, reaping economies of scale.
7. Material developments in Human Resources /
d. The intense volatility in the prices of Aviation Turbine
Industrial Relations front, including number of people
Fuel (ATF) as witnessed in the past few months continues
employed
to have significant impact on airline profitability.
a. The total number of employees as of March 31, 2008 Discussions are ongoing with the Ministry of Civil
was 3,178 as compared to June 30, 2007 was 3,099. Aviation for suitable reduction in the levy of taxes and
b. There were no material developments as regards human duties on the ATF. Your Company is also seeking to
resources / industrial relations front during the period manage the adverse effects of steep increases in ATF
under review. prices by actively managing fuel consumption. Crude
prices have shown a downward trend in the post
8. Opportunities and Threats, Risks and Concerns
balance sheet period from October 2008 which will
a. Your Company has undertaken a phased approach impact the next fiscal.
towards capacity additions as well as expansion in
e. The domestic market in the country continues to witness
both the domestic and international markets. We will
overcapacity in case of certain routes. However, with
be closely monitoring market developments as well
slow-down in capacity expansion, airlines are expected
as the macro-economic environment in the country
to rationalize capacity as well as pricing policies going
from a global perspective. We are well-placed to take
forward.
advantage of emerging business and tourist destinations
in the country as well as augment services in case of f. Government initiatives remain on track as regards
established routes in order to further strengthen our aviation infrastructure development including efforts to
domestic network. Progressive policies initiated by the reduce congestion at key airports such as Mumbai and
Government as regards new bilateral agreements with Delhi. The public-private partnership format has been
various countries provide conducive framework for successful in case of the design and development of
expansion of international operations. both Bangalore and Hyderabad international airports
and the same is expected to be extended to other
b. Your Company continues to be at the forefront
airports.
with regard to undertaking measures to improve
profitability / reduce losses, including: g. The slow-down in global economies could adversely
impact air traffic in the country in case of both domestic
• Planning for reduced / phased capacity induction
and international routes. Besides, factors such as
• Deferring of aircraft deliveries political instability, weather conditions, bird hits,
• Rationalization of route structures increased security measures and epidemics, force
• Optimization of human resources including cross- majeure events, terrorist attacks and other acts of
utilization violence or war involving India, or other countries and
• Review of distribution channels and costs other acts or potential acts of violence or war or natural
• Representations to the Ministry of Civil Aviation calamity (including epidemics and other events) could
for relief in case of ATF costs, reduction of landing adversely impact the aviation industry.
24
Management Discussion and Analysis Report (Contd.)
25
AUDITORS’ REPORT
26
AUDITORS’ REPORT (Contd.)
Further to our comments in the annexure referred to none of the Directors of the Company, are disqualified
above, we report that: as on March 31, 2008 from being appointed as a director,
8. We have obtained all the information and explanations, under clause (g) of sub-section (1) of section 274 of the
which to the best of our knowledge and belief were Act.
necessary for the purpose of our audit. 13. In our opinion and to the best of our knowledge and
9. In our opinion, the Company has kept proper books of according to the information and explanations given to us,
account as required by Law so far as appears from our the said accounts subject to note 31 of schedule 22 and
examination of those books. read with other notes on accounts, give the information
10. The Balance Sheet, Profit and Loss Account and Cash Flow required by the Act in the manner so required and subject
Statement dealt with by this report are in agreement with to the effect of the matters stated in paras 4 to 6 & 11(a)
the books of account. above, our observations in para 4 of the annexure and
11 (a) Attention of the members is invited to note 22 of schedule
note 34 of schedule 22 regarding certain accounts being
22 regarding recognition of deferred tax credit during the under review and reconciliation (effect thereof on revenue
period aggregating to Rs.4,984,997,384 by virtue of which not ascertainable) give a true and fair view in conformity
its loss for the period and debit balance in Profit and Loss with the accounting principles generally accepted in India
Account each stand reduced by the said amount. In view of i. In the case of the Balance Sheet, of the state of affairs
explanation 1 to clause 17 of Accounting Standard 22, we of the Company as at March 31, 2008;
cannot express any independent opinion in the matter. ii. In the case of Profit and Loss account, of the loss for
(b) In our opinion, subject to the effect of the matters stated the nine months ended on that date; and
in paras 4 and 11(a) above, the Balance Sheet, Profit & iii. In the case of Cash Flow statement, of the cash flows
Loss Account and Cash Flow Statement dealt with by this for the nine months ended on that date.
27
AnneXure to the AUDITORS’ REPORT
[AS REFERRED TO IN PARAGRAPH 3 OF OUR REPORT OF EVEN internal control procedures in respect of sale of services (refer
DATE TO THE MEMBERS OF KINGFISHER AIRLINES LIMITED
notes 36 and 37 of schedule 22) and payroll/employee benefits
(FORMERLY KNOWN AS DECCAN AVIATION LIMITED,
BANGALORE)] need to be strengthened to make the same commensurate
with the size of the Company and the nature of its business
1. a. The Company has maintained proper records showing full and for the sale of services. During the course of our audit,
particulars including quantitative details and situation of no continuing failure to correct major weakness in internal
fixed assets. controls has been noticed.
b. We have been informed that a portion of the fixed assets 5. a. According to the information and explanations given to
have been physically verified by the management during us, we are of the opinion that transactions that need to be
the period and that no material discrepancies were entered into the register maintained under section 301 of
observed on such verification. However, a comprehensive the Companies Act, 1956 have been so entered.
verification of all fixed assets and updating of location b. Further, contracts or arrangements referred to in section
particulars in the asset records need to be carried out. 301 of the Act and aggregating to Rs. 500,000 or more per
c. There was no substantial disposal of fixed assets during party have been entered into at prices which are reasonable
the period except for slump sale of assets of charter as compared to similar services rendered by other parties
operations of the Company based on a Composite Scheme except in respect of cargo income of Rs. 34,137,161 where
of Arrangement between the Company, Deccan Charters we are unable to make any comments on reasonability
Limited and their respective Shareholders/Creditors of rates since there are no similar transactions with third
under Section 391 to 394 of the Companies Act, 1956 parties at the relevant time.
as approved by the Honorable High Court of Karnataka. 6. The Company has not accepted any deposits from the public.
However, this has not affected the ability of the Company 7. The Company has an internal audit system commensurate
to be a going concern with the size and nature of its business.
2. a. Management has not conducted physical verification 8. To the best of our knowledge and as explained, the Central
of inventory at reasonable intervals during the period. Government has not prescribed the maintenance of cost
However, the same has been verified as at June 30, 2008.
records under Section 209(1) (d) of the Act for the products
b. The procedures of physical verification of inventories
of the Company.
followed by the management are reasonable and adequate
9. a. Undisputed statutory dues in respect of service tax,
in relation to the size of the Company and the nature of
withholding taxes, provident fund, fringe benefit tax and
its business.
employees’ state insurance dues have not been regularly
c. No material discrepancies were noticed on physical
deposited with the appropriate authorities, and there have
verification.
3. a. As informed, the Company has not granted any loans, been delays in many cases. Undisputed statutory dues in
secured or unsecured to companies, firms or other parties respect of investor education and protection fund, customs,
covered in the register maintained under Section 301 of excise duty, cess and wealth tax as applicable, have
the Act. generally been regularly deposited with the appropriate
b. As informed, the Company has not taken any loans, authorities. Since to the best of our knowledge, the Central
secured or unsecured from companies, firms or other Government has till date not prescribed the amount of
parties covered in the register maintained under Section cess payable under Section 441A of the Act, no comments
301 of the Act. in this respect have been made.
4. In our opinion and according to the information and explanation b. According to the information and explanations given to
given to us, and taking into consideration management’s us, there are no undisputed amounts payable as at the
representation that a large number of items are of a special period end in respect of provident fund, employees’ state
nature for which alternative quotations cannot be obtained, insurance, investor education and protection fund, income
there are adequate internal control procedures commensurate tax, wealth tax, sales tax, customs duty, excise duty, service
with the size of the Company and the nature of its business tax and cess for a period of more than six months from the
for the purchases of inventory and fixed assets. However, date they became payable.
28
AnneXure to the AUDITORS’ REPORT (Contd.)
c. According to the information and explanations given to 17. According to the information and explanations given to us
us, there are no dues of sales tax, wealth tax, service tax, and on an overall examination of the balance sheet of the
customs duty, excise duty and cess, which have not been company, we report that no funds raised on short- term basis
deposited on account of any dispute. have been used for long term investment.
10. The Company’s accumulated losses at the end of the financial 18. The Company has not made any preferential allotment
period were more than fifty percent of its net worth. The of shares to parties or companies covered in the register
Company has incurred cash losses during the financial period
maintained under Section 301 of the Act. Accordingly, the
and in the immediately preceding financial year.
provisions of clause 4(xviii) of the Order are not applicable to
11. Based on our audit procedures and as per the information
the Company.
and explanations given by the management, the Company
19. There were no debentures outstanding at any time during the
has defaulted in repayment of loans and interest to banks and
period. Accordingly, the provisions of clause 4(xix) of the Order
financial institutions. The unpaid overdue interest to banks as
at March 31, 2008 was Rs.20,893,067. There were no dues are not applicable to the Company
20. We have verified the end use of money raised by public issue
payable to the debenture holders.
12. According to the information and explanations given to us during the period ended June 30, 2006 and incurred during
and based on the documents and records produced to us, the the current period under review and the same has been
Company has not granted loans and advances on the basis disclosed in the notes to the financial statements (Refer note
of security by way of pledge of shares, debentures and other 5 of schedule 22).
securities. Accordingly, the provisions of the clause 4(xii) of the 21. As per the information and explanations furnished to us by
Order are not applicable to the Company. the management, no material frauds on or by the Company
13. In our opinion, the Company is not a chit fund or a nidhi, and causing material misstatements to financial statements
mutual benefit fund/society. Accordingly, the provisions of the have been noticed or reported during the course of our audit,
clause 4(xiii) of the Order are not applicable to the Company. except for charge backs received by the Company aggregating
14. In our opinion the Company is not dealing in or trading
to Rs.66.43 million from credit card service providers due to
in shares, securities, debentures and other investments.
misutilisation of credit cards by third parties (Refer note 37 of
Accordingly, the provisions of clause 4(xiv) of the Order are
schedule 22).
not applicable to the Company.
15. According to the information and explanations given to us,
the Company has not given guarantees during the period
for loans taken by others from banks or financial institutions.
Accordingly, the provisions of clause 4(xv) of the Order are not
applicable to the Company. For B K RAMADHYANI & CO
16. Based on information and explanations given to us Chartered Accountants
by the management, term loans taken during the (R Satyanarayana Murthi)
period have been applied for the purpose for which they were Bangalore Partner
obtained. October 15, 2008 Membership No.24248
29
Balance Sheet as at March 31, 2008
As at As at
Schedule March 31, 2008 June 30, 2007
(Rupees) (Rupees)
SOURCES OF FUNDS
Shareholders’ Funds
Capital 1 1,357,985,030 1,354,701,180
Employee stock options outstanding (Net of deferred compensation cost) 100,878,940 110,136,854
Reserves and surplus 2 10,207,416,756 10,168,677,178
11,666,280,726 11,633,515,212
Loan Funds
Secured loans 3 5,923,827,595 7,167,092,683
Unsecured loans 4 3,420,000,000 2,000,000,000
9,343,827,595 9,167,092,683
APPLICATION OF FUNDS
Fixed Assets 5
Gross block 3,223,346,285 3,407,716,141
Less: Accumulated depreciation 435,531,097 337,407,916
Net block 2,787,815,188 3,070,308,225
Capital work in progress including capital advances 3,462,459,288 3,576,198,612
6,250,274,476 6,646,506,837
Investments 6 - 4,135,370
Notes to Accounts 22
30
Profit and Loss account for the nine months ended March 31, 2008
INCOME
Income from Operations 16 14,413,948,838 16,221,266,262
Other income 17 1,040,483,067 3,677,613,451
Total 15,454,431,905 19,898,879,713
EXPENDITURE
Direct operating expenses 18 17,610,771,082 19,208,178,247
Personnel, administrative and general expenses 19 3,348,541,716 3,610,981,950
Employee stock compensation cost 11,420,490 40,728,801
Advertisement and business promotion expenses 409,474,678 137,610,147
Finance and banking charges 20 778,781,448 623,981,221
Amortisation of deferred revenue expenditure 21 183,131,655 262,482,038
Depreciation 182,807,412 176,688,023
Preliminary expenses written off - 2,152
Total 22,524,928,481 24,060,652,579
Loss before extra ordinary items (7,070,496,576) (4,161,772,866)
Profit on sale of charter services operations undertaking 244,598,527 -
Loss before tax expense (6,825,898,049) (4,161,772,866)
Deferred tax credit (4,980,026,734) -
Provision for Fringe benefit tax 35,489,758 33,988,149
Total tax expense (4,944,536,976) 33,988,149
Loss after tax expense for the period / year (1,881,361,073) (4,195,761,015)
Balance of loss brought forward from previous year (7,786,542,942) (3,590,781,927)
Add: Provision for Gratuity and Leave Encashment as on July 1, 2007 in terms 9,653,208 -
of transitional provisions of AS 15 (revised)
Loss carried to Balance Sheet (9,677,557,223) (7,786,542,942)
Loss per share before extraordinary items, par value of (14.85) (42.24)
Rupees 10 per share - Basic and Diluted
Loss per share after extraordinary items, par value of (13.87) (42.24)
Rupees 10 per share - Basic and Diluted
Weighted average number of equity shares - basic and diluted 135,668,051 99,326,445
Notes to Accounts 22
31
Schedules to the Balance Sheet as at March 31, 2008
As at As at
March 31, 2008 June 30, 2007
(Rupees) (Rupees)
Schedule - 1
Capital
Authorised capital
10,000,000 Preference shares of Rupees 100/- each (June 30th, 2007 - Nil) 1,000,000,000 -
Paid up capital
1,357,985,030 1,354,701,180
Notes:
(1) Out of the above, 27,284,390 equity shares of Rupees 10/- each (June 30th, 2007 - 27,284,390 equity shares of Rupees
10/- each) have been allotted as fully paid up bonus shares by capitalisation of securities premium of Rupees 253,750,200
(June 30th, 2007 - Rupees 253,750,200) and balance in Profit & Loss Account of Rupees 19,093,700 (June 30, 2007 -
Rupees 19,093,700)
(2) Also refer note 4 and note 18 in Schedule 22
Schedule - 2
10,207,416,756 10,168,677,178
Note:
32
Schedules to the Balance Sheet as at March 31, 2008 (Contd.)
As at As at
March 31, 2008 June 30, 2007
(Rupees) (Rupees)
Schedule - 3
Secured Loans
Term loans from banks (Rupee loans) 1,546,621,925 1,797,654,960
Cash credit facility from banks 172,970,477 1,869,104,516
Short Term loans from banks 2,485,281,100 1,526,360,863
Vehicle loans from banks/financial institutions 10,300,130 16,320,442
Interest accrued and due on term loans 20,893,067 50,303,165
Finance lease obligations 12,451,329 22,408,143
Hire purchase loan from others 1,045,765,757 1,142,869,803
Term loans from financial institutions and others 629,543,810 742,070,791
5,923,827,595 7,167,092,683
Notes:
(1) Term loans from banks and cash credit facility from banks are secured by a first charge on the current assets and fixed assets of the
Company, including hypothecation of the present and future goods and including book debts, and documents of title to goods
and collateral security of personal property of relative of directors. Further, Term loans of Rupees 1,541,088,068 (June 30, 2007 -
Rupees 1,720,642,423) are secured by the assignment of the aircraft purchase agreement entered into for purchase of aircraft and
by personal guarantee of directors.
(2) Short term loans from banks during the year are secured by lien on fixed deposits and during the previous year secured by first
charge on all stock in trade both present and future and all the present and future book debts of the company.
(3) Vehicle loans are secured by the hypothecation of the respective assets.
(4) Finance lease is secured by the hypothecation of the respective assets.
(5) Hire purchase loans are secured by the hypothecation of the respective assets. Also refer note 20 in schedule 22.
(6) Term loan of Rupees 542,252,163 (June 30, 2007 - Rupees 671,017,797) from a financial company is secured by the hypothecation
of the aircraft and helicopter, assignment of documents of title to such asset and personal guarantee of one of the directors.
(7) Term loan (foreign currency) of Rupees 87,291,648 (June 30, 2007 - Rupees 71,052,994) from a financial institution is secured by
a second priority on the mortgage of the aircraft obtained on hire purchase.
(8) Amounts repayable within one year Rupees 3,699,214,795 (June 30, 2007 - Rupees 1,695,569,439).
SCHEDULE - 4
Unsecured Loans
From Banks 3,400,000,000 2,000,000,000
From Others 20,000,000 -
3,420,000,000 2,000,000,000
Note:
(1) Amounts repayable within one year Rupees 320,000,000 (June 30, 2007 - Rupees 2,000,000,000).
33
34
Schedule - 5
Fixed Assets Amount in Rupees
Gross Block Depreciation Net Block
Class of Assets As at Additions Deletions As at As at Additions Deletions As at As at As at
01 July March 31, July 01, March 31, March 31, June 30,
2007 2008 2007 2008 2008 2007
Tangible Assets
Freehold Land 501,059 - 501,059 - - - - - - 501,059
Building on rented land 18,378,540 86,826,174 18,618,894 86,585,820 1,942,693 755,074 2,109,705 588,062 85,997,758 16,435,847
Building on freehold
4,201,780 - 4,201,780 - 348,152 34,244 382,396 - - 3,853,628
land
Building- leasehold
40,618,797 19,192,753 - 59,811,550 5,961,923 2,794,040 - 8,755,963 51,055,587 34,656,874
improvements
Helicopters 496,814,811 - 496,814,811 - 50,657,068 12,673,566 63,330,634 - - 446,157,743
Aircrafts 2,103,729,586 - - 2,103,729,586 147,149,488 88,918,597 - 236,068,085 1,867,661,501 1,956,580,098
Plant & Machinery
81,864,251 31,120,955 2,999,460 109,985,746 6,050,803 3,102,769 592,342 8,561,230 101,424,516 75,813,448
(others)
Tools and Equipments 209,650,374 24,661,023 13,278,143 221,033,254 20,042,111 8,500,917 2,480,362 26,062,666 194,970,588 189,608,263
Computers 102,765,941 20,380,641 6,236,547 116,910,035 29,272,032 14,709,969 1,956,794 42,025,207 74,884,828 73,493,909
Office Equipments 73,523,973 19,771,477 8,175,453 85,119,997 12,028,410 1,750,782 2,314,108 11,465,084 73,654,913 61,495,563
Furniture & Fixtures 58,434,047 29,738,603 10,167,418 78,005,232 11,806,069 5,564,705 3,277,304 14,093,470 63,911,762 46,627,978
Electrical Installations 14,667,964 12,067,167 - 26,735,131 1,384,684 865,895 - 2,250,579 24,484,552 13,283,280
Vehicles 43,684,404 616,863 16,063,430 28,237,837 10,491,633 2,363,023 8,240,585 4,614,071 23,623,766 33,192,771
Improvements to leased
38,721,777 112,170,266 - 150,892,043 21,594,345 25,199,020 - 46,793,365 104,098,678 17,127,432
aircrafts
Improvements to other
- 24,762,585 - 24,762,585 - 3,444,496 - 3,444,496 21,318,089 -
leased assets
Intangible assets
Softwares 53,351,727 11,378,633 - 64,730,360 11,693,423 9,756,937 - 21,450,360 43,280,000 41,658,304
Leased Assets
Plant & Machinery 66,807,110 - - 66,807,110 6,985,082 2,373,378 - 9,358,460 57,448,650 59,822,028
Total 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 2,787,815,188 3,070,308,225
Previous year 2,473,320,252 1,017,441,127 83,045,238 3,407,716,141 164,012,632 176,688,023 3,292,739 337,407,916
Notes:
(1) Assets given on operating lease March 31, June 30,
2008 2007
Rupees Rupees
Helicopters
Gross Block 11,347,500 11,347,500
Depreciation during the period/year 317,730 635,460
Accumulated depreciation 2,409,615 2,091,885
Less : Transferred to Deccan Charters Limited 8,937,885 -
Net Block - 9,255,615
(2) Exchange gain/(loss) (net) capitalised to Fixed assets during the period - Nil (June 30, 2007 Rs.88,898,284).
(3) Additions and deletions do not include aircraft/engines in respect of which rights to purchase have been transferred. (Also refer note 17 of Schedule 22).
(4) Deletions include assets transferred on slump sale to Deccan Charters Limited
Schedules to the Balance Sheet as at March 31, 2008 (Contd.)
Schedules to the Balance Sheet as at March 31, 2008 (Contd.)
As at As at
March 31, 2008 June 30, 2007
(Rupees) (Rupees)
Schedule 6
Investments
Long Term (At cost)
Trade (unquoted), fully paid up
Nil (June 30, 2007 - 960,000) equity shares of Srilankan Rupees 10/- each fully - 4,134,870
paid up in Deccan Aviation (Lanka) Private Limited
Others (unquoted)
National savings certificate - 500
- 4,135,370
Aggregate value of unquoted investments at cost - 4,135,370
Schedule 7:
Inventories
(At cost or net realisable value, whichever is lower)
Rotables, stores, spares and components 486,435,481 616,226,308
486,435,481 616,226,308
Schedule 8:
Sundry Debtors (Unsecured)
Debts outstanding for a period exceeding six months
- Considered good 2,089,661 9,333,707
- Considered doubtful - 17,605,011
Other debts, considered good 269,516,352 343,089,167
Less: Provision for doubtful debts - (17,605,011)
271,606,013 352,422,874
Schedule 9:
Cash and Bank Balances
Cash on hand 4,987,725 2,270,147
Bank balances with scheduled banks
- In current accounts 53,381,489 4,218,239,196
- In fixed deposit accounts 2,405,760,098 3,629,004,782
- Margin money deposit against bank guarantees and letters of credit 337,094,049 320,981,152
issued by banks
2,801,223,361 8,170,495,277
35
Schedules to the Balance Sheet as at March 31, 2008 (Contd.)
As at As at
March 31, 2008 June 30, 2007
(Rupees) (Rupees)
SCHEDULE 10 :
Loans and Advances
(Unsecured - considered good)
Advances recoverable in cash or in kind or for value to be received 1,746,460,480 1,297,436,816
Deposits with government bodies, customs authorities and others 115,516,880 133,589,146
Advance income taxes, net of provisions 95,709,334 25,401,622
Other receivables 38,031,944 10,688,680
Interest accrued on fixed deposits 150,865,352 128,429,757
Dues from Deccan Aviation (Lanka) Private Limited - 8,200,692
[Maximum amount outstanding - Rupees 8,226,247 during the period
(June 30, 2007 - Rupees 8,226,247)]
2,146,583,990 1,603,746,713
Note:
(1) Advances recoverable in cash or in kind include Rupees 4,238,764 (June 30, 2007 Rupees 6,918,109) due from Deccan
Cargo Pvt Ltd., in which some of the directors of the company are interested as directors. Maximum amount outstanding
Rupees 20,760,269 (June 30, 2007 Rupees 6,918,109).
(2) Maximum amount due at any time from directors Rupees Nil (June 30,2007 Rupees179,458)
SCHEDULE 11 :
Other Current Assets
Receivable from Deccan Charters Limited
Other assets 759,671,550 -
130,473,890 157,717,304
890,145,440 157,717,304
SCHEDULE 12 :
Current Liabilities
Sundry creditors for goods, services and expenses 4,064,512,996 2,451,070,946
Advances from customers 1,540,127,091 1,235,701,252
Training deposits, net of training expenses incurred 231,284,289 195,600,828
(Also refer Note 25 of Schedule - 22)
Other security deposit - 20,000,000
Book overdraft 154,024,950
Unclaimed dividend 276,075 707,912
Dues to directors - 14,437
Interest accrued but not due on loans 67,526,120 73,097,066
Other liabilities 512,224,827 779,160,785
6,569,976,348 4,755,353,226
Notes:
(1) Training deposits are net of training expenses incurred amounting to Rupees 248,003,688 (June 30, 2007 -
Rupees 225,580,872), less amortised during the period Rupees 61,280,041 (June 30, 2007 - Rupees 67,528,046)
36
Schedules to the Balance Sheet as at March 31, 2008 (Contd.)
As at As at
March 31, 2008 June 30, 2007
(Rupees) (Rupees)
SCHEDULE 13 :
Provisions
Provision for wealth tax 175,795 64,000
Provision for fringe benefit tax 17,107,945 11,714,850
Provision for gratuity 38,434,073 35,115,726
Provision for leave encashment 39,459,418 22,502,479
95,177,231 69,397,055
SCHEDULE - 14 :
Deferred Revenue Expenditure
Training expenses 243,442,624 243,442,624
Preoperative expenses 48,933,164 48,933,164
Share/debenture issue expenditure 364,052,302 363,326,170
Less: Accumulated amortisation - Training expenses (243,442,624) (215,172,146)
Less: Accumulated amortisation - Preoperative expenses (48,933,164) (46,304,593)
Less: Accumulated amortisation - Share / debenture issue expenditure (197,613,770) (106,661,205)
166,438,532 287,564,014
Schedule 15 :
Preliminary Expenses
Opening balance - 2,689
Less : Accumulated amortisation - 2,152
- 537
37
Schedules to Profit and Loss account for the nine months ended March 31, 2008
SCHEDULE - 16:
Income from Operations
Sale of airline tickets and related income (Refer note 36 & 37 in Schedule 22) 14,030,252,225 15,574,125,656
Helicopter charter and other services 349,559,452 647,140,606
Cargo Income 34,137,161
14,413,948,838 16,221,266,262
Schedule 17:
Other Income
Advertisement income 6,293,160 11,328,744
Interest on bank deposits (gross) 189,755,634 172,455,086
[Tax deducted at source Rupees 53,060,097 (June 30, 2007 Rupees 4,178,138)]
Profit on transfer of aircraft/engine purchase rights [Refer note 9 in Schedule 22] 249,701,063 2,884,623,064
Lease rentals received 1,943,778 4,221,360
Foreign exchange gain, net 155,500,977 232,087,992
Miscellaneous income (Also refer note 26 in Schedule 22) 437,288,455 372,897,204
1,040,483,067 3,677,613,451
SCHEDULE - 18:
Direct Operating Expenses
Aircraft fuel expenses 8,892,963,244 9,795,000,968
Aircraft insurance 195,398,207 367,900,801
Aircraft hire charges 18,300,093 6,025,908
Aircraft/Engine repairs and maintenance 2,219,873,000 2,274,977,774
Spares and components consumed (including amortisation of rotables) 437,856,573 459,417,260
Aircraft/Engine lease rentals 3,547,325,084 4,030,487,825
General crew expenses 105,596,584 41,363,623
Training expenses 97,301,337 120,701,577
Airport related charges 1,178,998,077 1,455,328,882
Ground handling charges 423,492,727 445,831,035
Discount and Commission to agents other than sole selling agents 27,986,599 41,358,779
Other expenses 465,717,242 310,702,885
17,610,808,767 19,349,097,317
Excess provision written back (37,685) (140,919,069)
17,610,771,082 19,208,178,247
SCHEDULE - 19 :
Personnel, Administrative and General Expenses
Salaries and allowances 2,408,366,016 2,437,258,208
Contribution to provident and other funds 33,985,769 32,195,797
Staff welfare expenses 7,285,495 7,698,972
Traveling and conveyance 209,921,584 279,874,545
Rent 87,979,633 84,714,663
38
Schedules to Profit and Loss account for the nine months ended March 31, 2008 (Contd.)
SCHEDULE - 19 :
Personnel, Administrative and General Expenses (Contd.)
Rates and taxes 50,562,806 37,144,155
Insurance 11,222,087 18,049,487
Professional and consultancy charges 307,498,379 467,467,093
Repairs and maintenance
- Machinery 3,755,757 2,441,903
- Building 657,006 1,659,136
- Others 41,479,693 17,006,329
Telephone, communication and networking 110,383,825 165,921,584
Miscellaneous expenses 66,878,731 48,952,061
Director’s sitting fees 1,100,000 780,000
Bad debts written off - 713,007
Provision for doubtful debts 7,464,935 9,105,010
3,348,541,716 3,610,981,950
SCHEDULE - 20 :
Finance and Banking Charges
Bank charges (including other related transaction fees) 275,031,752 282,721,606
Interest expense - fixed loans (also refer note 16 in schedule 22) 219,703,223 119,439,315
Interest expense - other loans 284,046,473 221,820,300
778,781,448 623,981,221
SCHEDULE - 21 :
Amortisation
Amortisation of training expenses 89,550,519 155,748,843
Amortisation of preoperative expenses 2,628,571 16,358,447
Amortisation of share/debenture issue expenses 90,952,565 90,374,748
183,131,655 262,482,038
Note:
(1) Includes Rupees 61,280,041 (June 30, 2007 - Rupees 67,528,046), pertaining to training expenses reflected net of deposits under
Schedule 12.
39
Schedules forming part of accounts for the nine months ended March 31, 2008
SCHEDULE- 22
Notes to the financial statements for the nine months ended March 31, 2008
1. Background
Kingfisher Airlines Limited (Formerly known as Deccan Aviation Limited) (“the Company”) is engaged in rendering scheduled and
unscheduled aircraft passenger services, including helicopter charter services. The Company was incorporated on June 15, 1995
as a private limited company and converted itself into a public limited company on January 31, 2005. Consequently the Company
changed its name from Deccan Aviation Private Limited to Deccan Aviation Limited. On June 12, 2006, the Company’s shares were
listed on the Bombay Stock Exchange Limited and the National Stock Exchange Limited, pursuant to the Company’s initial public
offer of shares. The Company changed its name from Deccan Aviation Limited to Kingfisher Airlines Limited, with effect from
September 5, 2008.
Lease income from assets given under operating lease is recognised in the Profit and Loss account on a straight-line basis over
the lease term.
Interest income is recognized on the time proportionate method when the right to receive income is established and that
collection is reasonably certain. Income from sale of advertisement space is recognized on accrual basis over the period the
advertisements are displayed.
The Company enters into barter arrangements with other parties for advertising in exchange for the Company's advertising
in the other party's media or in exchange for other services or goods. Such transactions are recorded at the fair value of the
services/goods received from the other party, or at the fair value of the services provided by the Company if it is not feasible
to determine the fair value of the services/goods received.
40
Schedules forming part of accounts for the nine months ended March 31, 2008 (Contd.)
Advances paid towards the acquisition of fixed assets outstanding at each balance sheet date and the cost of fixed assets not
ready for intended use before such date are disclosed under capital work-in-progress.
(e) Depreciation
Depreciation on fixed assets, except software, leased assets and leasehold improvements, is provided on a straight line basis at
the rates prescribed under Schedule XIV to the Companies Act, 1956, which are estimated to be the useful life of fixed assets
by the management. Additions are depreciated on a pro-rata basis from the month following the date of installation till the
date the assets are sold or disposed.
Leasehold improvements on operating leases are depreciated over the shorter of the period of the lease and their estimated
useful lives. Assets leased under finance lease are depreciated as stated below.
Intangible assets comprise software, which is depreciated over a period of 3-6 years, based on estimated useful life as
ascertained by the management.
Individual assets costing less than Rs 5,000 are depreciated in full in the year/period of acquisition.
(g) Leases
Where the Company is a lessee
Finance leases, which effectively transfer to the Company substantially all the risks and benefits incidental to ownership of the
leased item, are capitalised at the lower of the fair value and present value of the minimum lease payments at the inception of
the lease term and disclosed as leased assets. Lease payments are apportioned between the finance charges and reduction of
the lease liability based on the implicit rate of return. Finance charges are charged directly against income. Lease management
fees, legal charges and other initial direct costs are capitalised.
If there is no reasonable certainty that the Company will obtain the ownership by the end of the lease term, capitalised leased
assets are depreciated over the shorter of the estimated useful life of the asset and the lease term.
Leases where the lessor effectively retains substantially all the risks and benefits of ownership over the leased term, are
classified as operating leases. Operating lease payments including expenses incurred for bringing the leased asset to its
working condition for intended use are recognised as an expense in the Profit and Loss account on a straight-line basis over
the lease term. Lease subsidy is recognized in the profit and loss account immediately, based on the Company’s entitlements
under the terms of arrangement with the parties.
Profit or loss on sale and leaseback arrangements resulting in operating leases are recognised immediately in case the transaction
is established at a fair value, else the excess over the fair value is deferred and amortised over the period for which the asset is
expected to be used. In case of sale and leaseback arrangement resulting in a finance lease, any excess or deficiency of sales
proceeds over the carrying value is deferred and amortised over the lease term in proportion to the depreciation of the leased
asset.
41
Schedules forming part of accounts for the nine months ended March 31, 2008 (Contd.)
(j) Inventory
Inventories are valued at lower of cost or net realisable value. Cost includes custom duty, freight and other charges as
applicable. Cost is determined on a weighted average basis at the scheduled aircraft passenger services division while it is
determined based on the specific identification method at the helicopter charter services division In respect of reusable items
such as rotables, provision for obsolescence is made based on the estimated useful life of the aircraft as derived from Schedule
XIV to the Companies Act, 1956.
(k) Investments
Investments that are readily realisable and intended to be held for not more than a year are classified as current investments.
All other investments are classified as long-term investments. Current investments are carried at lower of cost and fair value
determined on an individual investment basis. Long-term investments are carried at cost. However, provision for diminution in
value is made to recognise a decline other than temporary in the value of the investments.
42
Schedules forming part of accounts for the nine months ended March 31, 2008 (Contd.)
(ii) Conversion
Foreign currency monetary items are reported using the closing rate. Non-monetary items which are carried in terms of
historical cost denominated in a foreign currency are reported using the exchange rate at the date of the transaction;
and non-monetary items which are carried at fair value or other similar valuation denominated in a foreign currency are
reported using the exchange rates that existed when the values were determined.
43
Schedules forming part of accounts for the nine months ended March 31, 2008 (Contd.)
For the purpose of calculating diluted earnings per share, the net profit or loss for the period attributable to equity shareholders
and the weighted average number of shares outstanding during the period are adjusted for the effects of all dilutive potential
equity shares.
(p) Provisions
A provision is recognised when an enterprise has a present obligation as a result of past event; and it is probable that an
outflow of resources will be required to settle the obligation, in respect of which a reliable estimate can be made. Provisions
are not discounted to their present value and are determined based on best estimate required to settle the obligation at the
balance sheet date. These are reviewed at each balance sheet date and adjusted to reflect the current best estimates.
3. Slump Sale of the Non-Scheduled Air transport Services ( Passenger) (Charter Service Operations) to Deccan Charters
Limited (DCL)
The Honorable High Court of Karnataka vide their order dated June 16, 2008 interalia approved the transfer of the charter services
operations to DCL pursuant to a composite scheme of arrangement between Kingfisher Airlines Limited (Currently known as
Kingfisher Training and Aviation Services Limited), DCL, the Company and their respective shareholders and creditors (“Scheme”).
In terms of the Scheme, the appointed date is January 1, 2008 and the effective date being the later of the date on which certified
copies of the order of the High Court of Karnataka sanctioning the Scheme are filed with Registrar of Companies and DCL obtaining
a non-scheduled operators permit in terms of the extant civil aviation rules. Since both the formalities have been completed before
the date these financial statements (“FS”) have been approved by the Board of Directors of the Company, necessary effect has
been given in the FS for the same. The profit earned by the Company by virtue of the slump sale of Rs.244,598,527 has been
shown separately in the Profit and Loss Account.
4. Share Capital
During the year, the Company has allotted 328,385 equity shares under the Employee Stock Option Plan at Rs. 10/- each at a
premium of Rs. 55 per share.
44
Schedules forming part of accounts for the nine months ended March 31, 2008 (Contd.)
5. The Company raised an aggregate amount of Rs.36,328 lakhs through a public issue of shares during the period ended June 30,
2006. The proceeds of the issue has been utilized as follows:
Rs. in lakhs
Particulars March 31, 2008 June 30, 2007
Balance as per last Balance Sheet 16,712 21,833
Less: Share issue expenses Nil 1,167
Sub total (A) 16,712 20,666
Utilization of proceeds
Repayment of debts 1,345 200
Capital Expenditure 500 645
Setting up of infrastructure at airports 259 566
General Corporate Expenses 13,143 236
Marketing development initiatives Nil 2,307
Total Out Flow (B) 15,247 3,954
Unutilized balance (A – B) 1,465 16,712
The Board of Directors of the Company at its meeting held on March 18, 2008 approved the transfer of Rs. 13,143 lakhs to the
head ‘General Corporate Purpose’ from savings in other heads, based on legal opinion.
The Company has entered into agreements for purchase of aircrafts/engines under which the Company has commitments to
purchase aircrafts/engines over a period stipulated in the agreements. Such agreements involve complex pricing arrangements
wherein the Company receives discounts/credits on such purchases, which are based on the commitments to purchase, which
the Company is confident to fulfill currently. Accordingly, the amount of contingent liability, if any, as at the balance sheet date is
currently not ascertainable.
45
Schedules forming part of accounts for the nine months ended March 31, 2008 (Contd.)
In addition to the above, there are certain arbitration proceedings with customers/suppliers/ contractors, in respect of which claims
are currently not ascertainable.
The management believes, based on internal assessment and/or legal advice, that the probability of an ultimate adverse
decision and outflow of resources of the Company is not probable and accordingly, no provision for the same is considered
necessary.
7. Managerial remuneration
* Does not include provisions for gratuity and leave encashment, as the same are made on the basis of an actuarial valuation
determined at the overall Company level.
** Excludes Rs. 25 million paid as non compete fees after he resigned as a director
8. Auditors’ remuneration
46
Schedules forming part of accounts for the nine months ended March 31, 2008 (Contd.)
13. Revenues from sale of airline tickets are net of passenger service fee of Rs. 986,827,894 for the period ended
March 31, 2008 (Previous year Rs. 1,524,209,098).
14. a) Buildings constructed at a cost of Rs. 8,873,587 are on land rented from the State Government, which lease has been
transferred to DCL. Such rental agreement is renewable on an annual basis. The Company is in the process of entering into an
appropriate arrangement with DCL.
b) Buildings Constructed at a cost of Rs. 86,585,821 are on land belonging to the Airport Authority of India. Such rental
agreements are renewable on a periodic basis.
15. The Company is in the process of obtaining approvals of the Central Government under section 297 of the Companies Act, 1956
in respect of the following:
• Purchase of goods of Rs. 836,665 during the period ended June 30,2006 and year ended March 31, 2005 from a firm in
which one of the directors of the company is interested;
• Purchase of services of Rs. 3,450,000 during the period ended June 30, 2006 and year ended March 31, 2005 from a private
company in which one of the directors of the Company is also a director.
The Company has opted to compound any alleged non compliance with the provisions of the Companies Act, 1956 and the
matter is in progress.
47
Schedules forming part of accounts for the nine months ended March 31, 2008 (Contd.)
16. During the period, the Company has capitalized interest on borrowings for purchase of fixed assets amounting to Rs.148,604,879
(June 30, 2007– Rs. 151,416,125) under AS 16 – Borrowing Costs.
17. a) The Company has transferred aircraft/engine purchase rights to a third party and has simultaneously, leased the same on an
operating lease from such third party.
b) Profit on transfer of aircrafts purchase rights includes a sum of Rs. Nil (Previous year Rs.2,705,700,000) arising out of aircraft
purchase contract for a consideration receivable by the Company in 4 trenches over a period of 15 months. The first and
second trenches of consideration were recognized as income during the previous year.
18. Employee stock option plan [ESOP]
On March 16, 2005, the shareholders of the Company approved an employee stock option plan [ESOP 2005]. Further on December
21, 2005, the Board of Directors approved the ESOP 2006 scheme, which will govern issuance of options on or after January 1,
2006. Options issued under ESOP 2005 would continue to be governed under ESOP 2005. The shareholders have approved the
issuance of 8,181,779 options in aggregate subject to a maximum of 10% of the aggregate number of issued and outstanding
equity shares (calculated on an as converted basis), under both the options put together. The Plans cover all employees of the
Company including Directors other than promoter directors.
During the period ended March 31, 2008 (June 30, 2007 – 2,000,200), the Company issued 731,400, options under
ESOP 2006 scheme at an exercise price of Rs. 65 per share [of Rs 10 par value], convertible into 731,400
(June 30, 2006 - 2,000,200) equity shares of Rs 10/- each. These options vest over a period of 4 to 5 years. The options are
exercisable within a period of 5 years from the vesting date.
Details of number and weighted-average exercise prices of options are given below:
The weighted average price of the share on exercise date was Rs. 176.04
The weighted average contractual remaining life of the options is 7.33 years as at March 31, 2008.
The Company determined an intrinsic value, based on the fair value of the shares on the date of grant, as follows:
Intrinsic value
Month & year of grant determined
(Rs.)
June 2005 62.97
December 2005 62.97
April 2007 49.90
September 2007 83.80
February 2008 91.95
48
Schedules forming part of accounts for the nine months ended March 31, 2008 (Contd.)
The Company recorded a deferred compensation expense of Rs. 11,420,490 (June 30, 2007-Rs. 40,728,801) during the year, net
of forfeitures for the options issued.
Rs. Rs.
Accounting value of stock options outstanding 215,183,132
Less:
Deferred stock compensation expense 125,724,682
Amortized during the period 11,420,490
114,304,192
Employee stock option outstanding account 100,878,940
The following table illustrates the effect on net loss per share if the Company had applied the fair value method under Black-
Scholes model to measure stock-based compensation.
Loss per share as reported, basic and diluted (Rs 10 par value) 13.87 42.24
Loss per share, pro forma, basic and diluted (Rs 10 par value) 14.30 41.90
The following assumptions were used in determination of the fair value of the Company’s stock options for pro forma net loss per
share disclosures using the Black-Scholes option-pricing model.
Dr. Vijay Mallya, Capt. G.R Gopinath, Capt. KJ Samuel, Capt. Vishnu
Key Management Personnel
Rawal, Mr. Ramki Sundaram and Col Jayant Pooviah
a) Deccan Aviation (Lanka) Private Limited (‘DAPL’) (till transfer of
Associate company the relevant investments to DCL pursuant to Scheme)
b) Kingfisher Radio Limited
Enterprises owned or significantly influenced by a) Deccan Cargo Private Limited
key management personnel or their relatives b) Deccan Charters Limited
or persons who have control or significant
influence over the Company
Relatives of Key Managerial Personnel Mr Joseph Samuel, son of Capt. K J Samuel
49
Schedules forming part of accounts for the nine months ended March 31, 2008 (Contd.)
50
Schedules forming part of accounts for the nine months ended March 31, 2008 (Contd.)
The Company has entered into operating and finance lease agreements. Disclosures required under AS 19 on “Leases” is as given
below:
Operating leases
Operating lease arrangements comprise of leases of aircraft, helicopters, spare engines and office premises. The salient features of
operating lease agreements for aircrafts, helicopters and spare engines are as follows:
• Lease periods range up to twelve years and are usually non-cancelable. (Lease periods ranged up to 10 years as at March 31,
2008).
• Lease rentals are usually fixed over the term of the lease while some arrangements are subject to adjustments linked to the
Libor rates movements.
• The Company also has agreements for maintenance and lease of stores and spares for such aircrafts for which fixed and
variable rentals are paid. Variable rentals are paid on a pre determined rate payable on the basis of actual flying hours/cycles.
Such variable rentals are subject to annual escalations as stipulated in the agreements. However, the Company is eligible to
claim reimbursement of maintenance costs to the extent eligible under the agreements.
51
Schedules forming part of accounts for the nine months ended March 31, 2008 (Contd.)
• The Company does not have an option to buy the aircraft or helicopters and spare engines or to renew the leases.
• In case of default by the Company, in addition to repossession of the aircraft, penalties are stipulated in the agreements.
• The Company is required to deposit a commitment fee and a security deposit with the lessor or provide a letter of credit for
such amounts.
• Operating lease agreements for office & residential premises are mainly for a non cancelable period of three years. The leased
premises can be renewed at terms mutually agreeable to the Company and the lessor.
In addition to the above, the Company has entered into agreements to lease aircrafts/engines in respect of which the
aircrafts/engines are pending delivery/the lease is yet to commence as at March 31, 2008. The above table of
minimum lease payments does not include amounts that may become payable in respect of leases yet to commence as at
March 31, 2008.
Finance leases
Finance lease arrangements relate to ground handling and related equipments. The lease period is for three years with interest
rates ranging from 10.5% to 12% per annum and the Company has an option to renew the lease at the end of the initial lease
term. The Company pays fixed lease rentals over the period of the lease whereby the net present value of the minimum lease
payments amount substantially to the cost of the assets.
52
Schedules forming part of accounts for the nine months ended March 31, 2008 (Contd.)
53
Schedules forming part of accounts for the nine months ended March 31, 2008 (Contd.)
Deferred tax asset on unabsorbed depreciation and business losses has been recognized on the basis of business plan prepared
by the management, which takes into account certain future receivables arising out of contractual obligations. The reduction of
prices of aviation fuel and reduction of sales tax on such fuel, which is under active consideration of the government together with
introduction of stringent cost reduction and control measures, will have positive impact on the working results of the Company.
The management is of the opinion that there is virtual certainty supported by convincing evidence that sufficient future taxable
income will be available against which the deferred tax asset can be realized.
* The effect of employee stock options on weighted average number of shares for diluted EPS is not considered since their effect
is anti-dilutive.
24. The Company had entered into forward contracts for US dollars 5 million to hedge foreign currency liabilities (payables) as at June
30, 2007. There were no forward contracts or derivative contracts outstanding as at March 31, 2008.
The foreign currency exposures that have not been hedged by any derivative instrument or otherwise are as follows:
26. Miscellaneous income for the period ended March 31, 2008 includes Rs. 148,900,000 (June 30, 2007 - Rs. 256,602,800) towards
lease subsidy received by the Company.
27. Other Direct Operating Expenses for the period ended March 31, 2008 is net of credit memorandum of Rs. 208,989,119 (June 30,
2007 – Rs. 119,680,500 )
54
Schedules forming part of accounts for the nine months ended March 31, 2008 (Contd.)
Nine months
ended March
31, 2008
(Rs.)
Gratuity Plan
(Unfunded)
I) Change in benefit obligation:
Defined benefit obligation (DBO), at the beginning of the period (July 1, 2007) 35,115,726
Excess provision as at July 1, 2007 credited to opening reserves credited as per transitional (2,110,336)
provision of AS 15 (Revised)
Service Cost 8,188,329
Interest Cost 2,525,225
Actuarial loss / (gain) 1,639,753
Benefits paid (519,230)
Liability pertaining to charter service operations transferred to DCL (6,405,394)
Defined benefit obligation at the end of the period 38,434,073
II) Components of cost for the period ended March 31, 2008:
Service cost 8,188,329
Interest on defined benefit obligation 2,525,225
Expected return on plan assets Nil
Net actuarial gain recognized in the year 1,639,753
Net gratuity recognized in the Profit and Loss Account 12,353,307
III) Actuarial assumptions
Discount rate (p.a) 8.10%
Salary Escalation Rate (p.a) 8% for first 3 years
and 6% thereafter
Retirement Age (other than pilots) 60 years
Retirement Age (pilots) 65 years
Mortality Rates of LIC (1994-
1996) mortality table
Note: This being the first period of implementation of AS 15 (revised), corresponding figures for previous year have not been
furnished.
55
Schedules forming part of accounts for the nine months ended March 31, 2008 (Contd.)
29. As part of the rapid expansion plans, the Company incurred significant expenditure on in house trainers towards training of pilots
and technical engineers. Although, such in house training costs are not covered under bond or are not recoverable from the
employees, the Company has deferred such costs as management believes that the economic benefits of such training costs will
flow to the enterprise over a period. Such training costs are being amortized over a period of three years following the year in
which the expenses are incurred. As at March 31, 2008 and June 30, 2007 a net sum of Rs. Nil and Rs.28,270,478, respectively
have been reflected as ‘Training Expenses’ under Deferred Revenue Expenses.
30. During the years ended March 31, 2004 and 2005, the Company incurred certain expenses prior to commencement/expansion of
operations. The Company has deferred these expenses to be written off over a period of three years following the year in which
the expenses are incurred. As at March 31, 2008 and June 30, 2007 a net sum of Rs. Nil and Rs.2,628,571, respectively have been
reflected as ‘Preoperative Expenses’ under Deferred Revenue Expenses.
31. The Company has initiated the process of obtaining confirmation from suppliers regarding the registration under the MSME Act
“Micro Small and Medium Enterprises Development Act 2006”. The suppliers are not registered wherever the confirmations are
received and in other cases, the Company is not aware of their registration status and hence information relating to outstanding
balance or interest due is not disclosed as it is not determinable.
34. Accounts with certain creditors, loans and advances are under review and reconciliation. Adjustments, if any will be made on
completion of such review/ reconciliation.
35. The Company has incurred substantial losses and a part of its net worth has been eroded. However, having regard to the Scheme by
virtue of which the Scheduled Air Transport Services (Passenger) Division of Kingfisher Airlines Limited (Currently called Kingfisher
Training and Aviation Services Limited) has been de-merged with the Company with April 1, 2008 as the appointed date, the
synergies expected there from, the recently launched international operations and group support, the financial statements have
been prepared on the basis that the Company is a going concern and that no adjustments are required to the carrying value of
assets and liabilities.
56
Schedules forming part of accounts for the nine months ended March 31, 2008 (Contd.)
36. The Company’s Centralized Ticket Reservation System (CRS) had not fully stabilized and there were certain errors and inconsistencies
in certain reports generated there from. The Company has migrated to a new system in August 2008. Working backwards from
the data migrated to the new system, the Company believes that the revenue recognized during the period under review is true in
all material respects. Adjustments if any to the revenue so recognized will be made after stabilization of new system and cleansing
of data base.
37. A large portion of the business has originated through usage of credit card as a form of payment of tickets by the passengers. The
Company has received chargeback, aggregating Rs. 66.43 million, from credit card service providers due to misutilization of credit
cards by third parties.
38. Pursuant to the issuance of Companies (Accounting Standards) Rules, 2006 by Ministry of Corporate Affairs and withdrawal of the
announcement "Treatment on exchange differences under AS 11 (revised 2003), The effects of changes in Foreign Exchange Rates
vis-a-vis Schedule VI to the Companies Act, 1956", by ICAI, the Company has applied AS 11 for restatement of Capital Advances
and Foreign currency borrowings for acquisition of fixed assets. In view of the application of the new rules, the Company's loss
for the period is less by Rs. 83 lakhs.
39. The previous year’s figures are for year ended June 30, 2007, while those of current period are for nine months ended March 31,
2008. Hence the same are not comparable. The previous year’s figures have been regrouped / reclassified wherever necessary to
conform to the current period’s presentation.
57
Cash Flow Statement for nine months ended March 31, 2008
Direct tax paid including fringe benefit tax (net of refunds) (99,529,652) (58,363,817)
58
Cash Flow Statement for nine months ended March 31, 2008 (Contd.)
Cash and cash equivalents at the beginning of the period/ year 8,170,495,277 2,564,747,196
Cash and cash equivalents at the end of the period/ year (Note below) 2,801,223,361 8,170,495,277
Notes :
Refer Schedule 9 for details of cash and cash equivalents.
For B.K.Ramadhyani & Co. For and on behalf of the Board of Directors
Chartered Accountants
59
BALANCE SHEET ABSTRACT
A I R L I N E O P E R A T I O N S
For and on behalf of the Board of Directors
60
NOTES
61
NOTES
62
NOTES
63
NOTES
64