air india charters ltd Directors report


To

The Shareholders,

The Directors take pleasure in presenting the 49th Annual Report of the Company together with the Audited Statement of Accounts, Auditors Report and the Report of the Comptroller & Auditor General of India for the year ended 31 March 2020.

REVIEW OF PERFORMANCE

SUMMARISED FINANCIAL PERFORMANCE (FY 2019-20):

Rupees in Crore
Operating Revenue 5,219.44
Operating Expenses 4,478.93
Operatina Profit 740.51
Total Revenue 5,230.60
Total Expenses 4,812.41
Profit before taxation & Exceptional Items 418.19
Provision for Taxation relating to earlier year 4.01
Other Comprehensive Income 1.40
Net Profit 412.77
Balance brought forward from previous years 1,628.64
Net Loss carried forward 1244.46
Cash Profit for FY 2019-20 921.26

SUMMARISED PHYSICAL / REVENUE PERFORMANCE (FY 2019-20 Vs. FY 2018-19)

FY 2019-20 FY 2018-19 Variance
ASK (million) 14,982 14,173 6%
Carriage (million) 4.84 4.36 11%
RPK (million) 12,512 11,277 11%
Load Factor (%) 83.5 79.6 5%
Operating Revenue 5,219.44 4,171.56 25.12%
(Rs. Cr.)
Yield/RPK (Rs) 3.99 3.57 12%
RASK (Rs.) 3.34 2.84 17%
*Block Hours 1,22,260 1,15,279 6%

*Source -IOCC Reports

*Yield per RPK - Pax revenue + EBG/ RPK

*RASK - Pax revenue + EBG/ ASK

SHARE CAPITAL

Authorized Share Capital

As on 31 March 2020 the Authorized Share Capital of the Company was Rs.1,000 Crore divided into 10 Crore Equity Shares of Rs.100 each.

Issued, Subscribed and Paid up Share Capital

As on 31 March 2020, the Issued, Subscribed and Paid up Share Capital of the Company was Rs.780 Crore divided into 7.8 Crore Equity Shares of Rs.100 each.

CHANGES IN THE SHARE CAPITAL, IF ANY

During the year there was no change in the paid up share capital of the Company.

REDEMPTION OF NON-CONVERTIBLE DEBENTURES

As a part of Aircraft Financing, the Company had issued 950 Non-Convertible Debentures worth Rupees 95 Crore in March 2008. These debentures were fully redeemed on 26 March 2020.

CHANGE IN NATURE OF BUSINESS

During the year there was no change in the nature of business of the Company.

CREDIT RATING FOR THE COMPANY

During the year, the Company got the Credit rating done through an External Credit rating agency and the rating obtained is ‘A4+.

DIVIDEND

In terms of Section 123 of the Companies Act, 2013 the dividend could not be considered due to accumulated losses.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND.PROTECTION FUND

Since there was no unpaid/unclaimed Dividend for the past years, the provisions of Section 125 of the Companies Act, 2013 did not apply.

AMOUNTS TRANSFERRED TO RESERVES

In view of the accumulated losses, the Board of Directors have decided not to transfer any amount to reserves during the year.

AIRCRAFT FINANCING

As on 31 March 2020, the position of foreign currency borrowing for Aircraft was as under:

Rupees in Cr.
Total Loan due as on 1 April 2019 387.27
Less: Amount repaid during April 2019 to March 2020 213.15
Add: Exchange adjustments due to revision in rates of currencies 20.42
Balance as on 31 March 2020 194.54

IMPLEMENTATION OF RESERVATION POLICY

The Reservation Policy has been implemented as per the Presidential directives issued in the year 1975, along with the revised directives effective 1991 and 1996.

SC/ST/OBC - Number of employees as on 31 March 2020

Total No. of employees Total No. of SC employees % of SC employees Total No. of ST employees % of ST employees Total No. of OBC employees % of OBC employees
1451 249 17.16 64 4.41 337 23.22

IMPLEMENTATION OF OFFICIAL LANGUAGE

The Company is taking effective steps for the implementation of the provisions of the Official Language Act and Rules framed under the Act.

VIGILANCE

The Company is controlled directly by the Air India Vigilance Mechanism which strives to build a corruption free work environment. The ultimate objective of Vigilance Department in a PSU is to empower the organization to do business within the extent framework of systems, rules and procedures more efficiently, effectively, ethically and profitably by optimum utilization of productive resources. In doing so the Vigilance Department ensures transparency with a stakeholder centric approach.

Vigilance Department has undertaken various preventive activities specific to the Company. A number of station inspections, surprise checks and periodical checks have been conducted in areas like crew pilferage, cabin cleaning, Cargo, Excess baggage, Catering uplift, procurement of entertainment systems etc. Vigilance recommendations made based on the observations have resulted in systemic reforms and setting up of SOPs to strengthen the already existing procedures.

With a vision to enhance vigilance awareness and encourage probity and righteousness among all its employees, Air India and its subsidiaries celebrated the Vigilance Awareness Week 2019 with the theme ‘Eradicate Corruption- Build a New India. A week long program had several activities designed to sensitize the employees, promote integrity and eradicate corruption with active support of its employees and wholehearted public participation.

COMPLIANCE WITH THE RTI ACT, 2005

As required under the provisions of section 4 of the Right To Information (RTI) Act 2005, the Company has displayed essential information on its website under the head RTI. Management has also notified CPIO and the Appellate Authority in compliance with the requirements of the RTI Act.

During the year a total of 65 applications were received and 53 applications were disposed off by providing requisite information.

INFORMATION ABOUT SUBSIDIARY/JV/ASSOCIATE COMPANY

The Company does not have any Subsidiary, Joint Venture or Associate Company.

MATERIAL CHANGES AND COMMITMENTS

Impact of COVID-19 on Air India Express

The outbreak of the COVID-19 pandemic, saw the suspension of international flights to China the epicenter of the corona virus outbreak in February 2020. As the pandemic spread, international airlines across the Globe suspended operations to the affected countries and travel restrictions were further extended amounting to extensive suspension of international operations.

To contain the spread of COVID-19, travel restrictions were imposed by various countries, including India. From late February 2020, Air India Express reduced its operations to Singapore. Operations to destinations in the Gulf region had to be curtailed significantly starting from the beginning of the 2nd week of March 2020, due to travel restrictions imposed by regulatory authorities in the Gulf countries. The Airline had to cease all its international operations from 22 March 2020, as per directions issued by the DGCA suspending all scheduled international operations effective that date. This was followed by another Order form the DGCA suspending all scheduled domestic operations effective 25 March 2020.

The reduced operations starting from 01 February 2020 had significant impact on the Airlines performance in the last Quarter of FY 2019-20.

The travel bans and orders for cessation of scheduled international & domestic flights continued to be operative well into the First Quarter of FY 2020-21, until DGCA issued Order for calibrated resumption of domestic services with effect from 25 May 2020. Operation on International sectors were commenced from 7 May 2020 in the form of non-scheduled flights under the Vande Bharat Mission announced by the Indian Government to bring home distressed Indian nationals who were stuck in various foreign countries due to the sudden closure of international air services by all countries.

From 7 May 2020 to 30 September 2020 the Airline operated 1538 flights and carried 3,45,000 passengers (Outbound 87,844 and Inbound 2,57,206) and earned a revenue of Rs. 615 Crore.

To mitigate the impact of COVID 19 outbreak, the Management swung into action and took various steps like operating Cargo flights, availing Working Capital loans under the Emergency Funding Scheme announced by Reserve Bank of India, moratorium on payment of interest on Working Capital loans and aircraft loans, moratorium on payment of aircraft lease rentals, reduction in salary and allowances of employees, allowing employees to work from home, control of payment to various station vendors from Head Office, operating flights under VBM and air bubble transport agreement, etc. These steps have helped the Company sail through the unprecedented environment created by the Pandemic.

Accident to IX 1344 aircraft on 07 August 2020

AIXL aircraft VT-AXH operating Dubai-Kozhikode VBM flight IX-1344 on 07 August 2020 overshot the Table Top Runway at Kozhikode International Airport at about 1940 hrs., slid and fell to the ground about 35 ft below. There were 170 passengers, 10 infants, 2 Pilots and 4 Cabin Crew on board the aircraft. Unfortunately, 2 pilots and 19 passengers were lost in the accident.

Within few hours of accident Emergency Response Centres were activated at Mumbai and Delhi. CEO AIXL camped at Kozhikode from 8 August till 12 September 2020 and coordinated the crisis management. Air India team under the leadership of their ED-South was also present for 2 weeks at Kozhikode along with the members of Angels of Air India. Within few hours of the accident the Company could establish direct contact with the family members of the affected passengers and provided all immediate support to mitigate their

hardships. In association with an NGO the Company provided groceries to sustain 14 days to 600 families whose men had continuously participated in the rescue operation and thereafter quarantined as per COVID protocol.

The Company had completed the disbursement of Interim Compensation to all passengers by the 2nd week of September 2020. The total Interim Compensation of Rs. 4.15 Crore has been paid. Till now 167 injured passengers and crew have been discharged from various hospitals after obtaining their complete fitness. 2 passengers who are in stable condition continue to receive treatment in hospitals. The Company has settled hospital bills and miscellaneous expenditure of all the passengers.

An agency M/s Kenyon International was involved in the retrieval / restoration of the baggage and personal belongings of the passengers. The Company has successfully re-associated 474 items out of which 469 items have already been handed over to the rightful owners. The aircraft was fully insured and the Insurance Company has released the amount towards the hull claim. The final settlement of claims in respect of the passengers / crew is currently being processed. The expenses towards the hospital expenditure in respect of all the passengers / crew will also be settled by the Insurance Company.

The accident is being investigated by AAIB. The officials / employees of the Company are fully cooperative with the AAIB. The local community has been appreciative of the efforts taken by the Airline in association with AI to attend to the needs of the kith and kin of the deceased and the injured passengers for the efforts taken to restore their baggage and valuables and for expeditiously disbursing the Interim Compensation. The Company has thanked the local community through its official social media handlers. Thousands of people mostly from Kozhikode and Malappuram, have acknowledged the efforts of the Airline.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

A detailed Management Discussion and Analysis Report is given separately.

MEETINGS OF THE BOARD OF DIRECTORS

As required under Section 173 of the Companies Act, 2013, four meetings of the Board of Directors of the Company were held during the Financial Year 2019-20 as detailed below:

Sr. No. Date of Meeting Board Strength No. of Directors Present
1 23.04.2019 4 4
2 30.07.2019 4 4
3 31.10.2019 4 3
4 07.02.2020 4 4

DIRECTORS RESPONSIBILITY STATEMENT

(i) In the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanations relating to material departures;

(ii) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period;

(iii) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of

the Company and for preventing and detecting fraud and other irregularities;

(iv) The Directors have prepared the Annual Accounts on a ‘going concern basis.

(v) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

AUDIT COMMITTEE

The Audit Committee comprised of three Directors. In the absence of Independent Directors on the Board of the Company, the Audit Committee is chaired by the Government Director. During the year 2019-20 following were the members of the Audit Committee:

Name of the Director Position held in the Committee Category of the Director
Shri Angshumali Rastogi (ceased w.e.f 20.01.2020) Chairman Government Director
Smt. Kusum Lata Sharma (appointed w.e.f 20.01.2020) Chairperson Government Director
Shri Pranjol Chandra Member Government Director
Shri Vinod Hejmadi Member Nominee Director - AI

AUDITORS

The Comptroller & Auditor General of India has appointed M/s M A Parikh & Company, Chartered Accountants, Mumbai as Statutory Auditors of the Company for the financial year 2019-20.

Management clarification/explanation to the qualifications or adverse remarks in the Auditors Report is annexed to this Report.

COMMENTS OF COMPTROLLER AND AUDITOR GENERAL OF INDIA

The Comments of the Comptroller & Auditor General of India under Section 143(6) of the Companies Act, 2013 on the accounts of the Company for the year ended 31 March 2020 are annexed to this report.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 the Board has appointed M/s Dholakia & Associates, Practicing Company Secretaries, Mumbai, to conduct Secretarial Audit for the financial year 2019-20.

The Secretarial Audit Report and Managements Comments thereon for the financial year ended 31 March 2020 are Annexed to this Report.

LOANS, GUARANTEES AND INVESTMENTS

There were no loans, guarantees or investments made by the Company under Section 186 of the Companies Act, 2013 during the year under review and hence the provisions of Section 186 are not applicable to the Company.

CONSERVATION OF ENERGY

Conservation of energy and Technology absorption

The particulars as required under the provisions of Section 134(3) (m) of the Companies Act, 2013 in respect of conservation of energy and technology absorption have not been furnished considering the nature of activities undertaken by the Company during the year under review.

DEPOSITS

The Company has not accepted any deposits during the year.

SIGNIFICANT & MATERIAL ORDERS

During the year no significant and material orders were passed by the regulators or courts or Tribunals impacting the going concern status and Companys operations in future.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company has constituted Corporate Social Responsibility (CSR) Committee as under, in compliance with the provisions of Section 135 of the Companies Act, 2013, the Rules made thereunder and the guidelines formulated by the Department of Public Enterprises;

(i) Shri V Hejmadi Chairman
(ii) *Shri Angshumali Rastogi Member
(iii) Shri Pranjol Chandra Member
(iv) *Smt. Kusum Lata Sharma Member
(v) Shri K Shyam Sundar Member / Convenor

* Shri Angshumali Rastogi ceased to be a member of the CSR Committee effective 20 January 2020, upon his cessation as a Director on the Board of the Company and Smt. Kusum Lata Sharma was appointed as a Member of the CSR Committee in his place.

The Board in its meeting held on 17 January 2018 had approved an expenditure of Rs.3.98 Crore to be spent on CSR activities for the year 2017-18. Accordingly, from the budget allocated for CSR expenditure in FY 2017-18, the following CSR activities which were approved in FY 2017-18 & FY 2018-19, continued in FY 2019-20.

• Sponsorship: During FY 2017-18 approved sponsorship for education of 8 students of B.Voc- in Travel and Tourism course of three years, conducted by M/s. Kuttukaran Foundation, Kochi & Fair Mont Academy, Thiruvananthapuram. The project is coordinated through TISS. Total cost involved is Rs. 1.92 Lakhs p.a. totalling to Rs. 5.76 Lakhs. This is the third & final year of the project.

• Reducing malnutrition in Tribal Area - The purpose of the project is to explore the possibility of rapid reduction in severe and acute malnutrition among young children in two blocks of Akkalkua and Dhadgaon from Tribal District of Nandurbar, Maharashtra, using support of the civil society and medium sized private hospital to help the efforts of the district administration in reducing malnutrition and mortality in the district. The Project started from end March 2018 and is being implemented through CITARA, IIT Mumbai at a total cost of Rs.7.50 Lakhs p.a. for 2 years i.e. Rs. 15 Lakhs.

• Upgradation of Government General Hospital, Ernakulam- During the FY 2018-19 approved the project to upgrade major facilities including the upgradation of emergency & trauma care at the

Govt. General Hospital, Ernakulum at a cost of Rs. 86.30 Lakhs

• Care India Express-Simply Cleanliness - This project which was inaugurated on 17 May 2018 was implemented through ‘The Matrubhumi Printing & Publishing Co. Ltd in Kerala at a cost of Rs. 47 Lakhs. This end-to-end waste management pilot project titled "EnteEdakkad" involved every stakeholder - citizens, NGOs, Residents Association, Self-help groups, Local Administration, Police and Peoples elected representatives in the area.

To utilize the balance funds available from the budget allocated for CSR expenditure in FY 2017-18, the following CSR activities were approved in FY 2019-20:

• ‘Care India Express-Simply Cleanliness - This project which was implemented in FY 2018-19 bagged the prestigious Dalmia Bharat CSR Impact Award from amongst 102 entries as well as CSR Times Award which had given good publicity to the Company throughout the year. Considering the high impact of this project, the publicity & awards fetched by it, its impact in reducing carbon footprint, the CSR Committee approved renewal of this project for one more year at a cost of Rs. 47 Lakhs

• Sponsorship for underprivileged children for the Diploma in Geriatric Care course -The project is to train 30 under privileged children i.e. (20 at Mitra Niketan, Thiruvananthapuram & 10 at the Hope House, Vellore), in Diploma in Geriatric Care course for a period of 1 year at a cost of Rs. 15000 per student, totaling to Rs. 4.5 Lakhs. This project is coordinated through TISS.

• Distribution of Menstrual Cups - This project is to provide 10,000 Menstrual Cups free of cost to women in Kochi Municipal Corporation and to communicate regarding use of the product and its advantages with the help of medical professionals and local NGOs. This project also aims to provide support and clarify doubts/address any concerns of the ladies for three months. The Project will also help to considerably reduce solid waste generated by disposal of sanitary pads. This project will be implemented by HLL Management Academy and the total cost of the project is Rs. 25.54 Lakhs. The MOU was signed on 13 February 2020. Due to the situation created by COVID-19, the project could not be started.

• Transformation of 6 Zilla Parishad Schools in Nandurbar, Maharashtra - This project is aimed to improve the school infrastructure of 6 Zilla Parishad Schools, to train the teachers and parents on the IAHV model of experiential and conceptual learning in order to improve the performance of these schools in the Aspirational District of Nandurbar in Maharashtra. The total cost of this project is Rs. 51.09 Lakhs. This project will be implemented through an NGO IAHV. An MOU was signed on 13 March 2020. Due to lockdown created by COVID-19 pandemic the project could not be started.

• Development of Operation Theater in the Government Maharajas Taluk Hospital, Karuvelipady, Kochi- This project is to develop Operation Theater in the Government Maharajas Taluk Hospital, Karuvelipady, Kochi at a cost of Rs.10 Lakhs.

• Upgrading the Department of Palliative Care at General Hospital, Ernakulam, Kochi - This project is for procuring material such as wound dressing materials, wheelchairs, lymphodema sleeves, oxygen cylinders, infusion pumps and tracheostomy care at a cost of Rs. 24,63,690/- for the Department of Palliative Care at General Hospital, Ernakulam, Kochi.

COMPLIANCE WITH THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

In line with the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition

& Redressal) Act, 2013, an Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary & trainees) are covered under this policy.

During the year 2019-20, two new cases were registered with ICC. Both the cases were dismissed as in one case the ICC had concluded that the complainant has failed to prove the allegations of sexual harassment against the respondent. In the second case the respondent had admitted all the allegations and apologized to the complainant in front of the ICC Committee. Respondent resigned from the services of the Company before submission of the Enquiry Report.

CORPORATE GOVERNANCE

The Company has complied with the requirements of Corporate Governance with the exception of appointment of Independent Directors on the Board. This matter is being pursued with the Administrative Ministry through Air India.

A report on Corporate Governance is annexed at Annexure A.

RELATED PARTY TRNSACTIONS

All Related Party transactions that were entered into during the financial year were on an arms length basis and in the ordinary course of business. There were no materially significant Related Party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. Exemption from the first and second proviso to sub-section (1) of Section 188 with regard to obtaining approval of the Company in General Meeting, has been provided to a Government Company in respect of contracts or arrangements entered into by it with any other Government Company. The Company has obtained approval of the Board in its 223rd Meeting held on 27 October, 2020 to enter into contracts with Air India Ltd, Airline Allied Services Ltd., Air India Air Transport Services Ltd, Air India Engineering Services Ltd, Hotel Corporation of India Ltd and AISATS Airport Services Pvt. Ltd. for an amount of Rs. 407.94 Crore, Rs. 0.038 Crore, Rs. 43.24 Crore, Rs. 136.64 Crore, Rs. 0.36 Crore and Rs. 17.25 Crore respectively during FY 2019-20.

RISK MANAGEMENT

The Company is in the process of formulating the Risk Management Policy with the following objectives:

• Provide an overview of the principles of Risk Management

• Explain approach adopted by the Company for Risk Management

• Define the Organizational Structure for effective Risk Management

• Develop a "risk" culture that encourages all employees to identify risks and associated opportunities and to respond to them with effective actions

• Identify, assess and manage existing and new risks in a planned and coordinated manner with minimum disruption and cost, to protect and preserve Companys human, physical and financial assets.

EXTRACT OF ANNUAL RETURN

Pursuant to Section 92(3) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, extract of Annual Return in form MGT 9 is uploaded on the website of the

Company i.e. www.airindiaexpress.in.

DECLARATION OF INDEPENDENCE

As per Article 117 of the Articles of Association of the Company, all the Directors on the Board are appointed by Air India Limited, our holding Company in consultation with the Government of India. Air India has requested the Ministry of Civil Aviation to nominate at least two Independent Directors on the Board of AIXL and appointments are awaited.

DIRECTORS and KMPs

During the financial year 2019-20 the following changes have occurred in the constitution of Directors of the Company:

Sr. No Name Designation Date of appointment Date of cessation Mode of Cessation
1 Shri Anghumali Rastogi Director, MOCA 12 May 2017 20 January 2020 Ceased to be Director
2 Smt. Kusum Lata Sharma Director, MOCA 20 January 2020 - Appointed as Director
3 Shri Ashwani Lohani CMD, AIL 14 February 2019 14 February 2020 Ceased to be Chairman
4 Shri Rajiv Bansal CMD, AIL 14 February 2020 - Appointed as Chairman

Details of Key Managerial Personnel of the Company:

Sr. No Name Designation Date of appointment
1 Shri K Shyam Sundar CEO 27 March 2015
2 Shri M Manoharan CFO 27 March 2015
3 Smt. Aditi Khandekar Company Secretary 27 March 2015

During the financial year 2019-20 there was no change in the KMPs of the Company.

In view of the exemption granted vide Notification dated 5 June 2015 of the Ministry of Corporate Affairs, information on the following points has not been given:

i. Performance Evaluation of Board, its Committees and individuals.

ii. Policy for selection and appointment of Directors and their remuneration.

iii. Remuneration Policy - Remuneration to Executive Directors and Non-Executive Directors. ACKNOWLEDGEMENTS

The Board sincerely appreciates the Companys valued customers in India and abroad for using the services of Air India Express and looks forward to their continued support and confidence.

The Board also gratefully acknowledges the support and guidance received from Air India Ltd., Air India

Engineering Services Ltd., Air India Air Transport Services Ltd., Air India SATS Airport Services Pvt. Ltd, Ministry of Civil Aviation and various Ministries of the Government of India, to the Companys operations and development plans. The Board also expresses their grateful thanks to the DGCA, Comptroller and Auditor General of India, the Ministry of Corporate Affairs, the Statutory Auditors, Secretarial Auditor, Internal Auditors, Airports Authority of India, other Govt. Departments, airlines, agents, Indian Financial Institutions and banks including the EXIM bank of USA.

For & on behalf of the Board
Sd/-
(Rajiv Bansal)
Chairman
Place : New Delhi
Dated : 24 December 2020