Interglobe Aviation Ltd Directors Report.

Dear Members,

Your Directors ("Board of Directors" or "Board") are pleased to present the eighteenth Annual Report of InterGlobe Aviation Limited ("your Company" or "we") along with the audited financial statements for the financial year ended March 31, 2021 ("FY 2021"). Wherever required, the consolidated performance of your Company and its subsidiary has also been provided.

1. Financial Results

The standalone and consolidated financial highlights of your Companys operations are summarised below:

(Rupees in million, except earnings per share)

Particulars Consolidated Standalone
FY 2021 FY 2020 FY 2021 FY 2020
Revenue from operations 146,406.31 357,560.01 146,406.31 357,560.01
Other Income 10,369.64 15,355.09 10,363.32 15,362.42
Total Income 156,775.95 372,915.10 156,769.63 372,922.43
Loss before tax (58,180.70) (2,556.69) (58,297.92) (2,750.89)
Current Tax 78.68 (91.30) - (8.21)
Deferred tax credit/ (charge) 37.75 311.21 - 277.51
Loss after tax (58,064.27) (2,336.78) (58,297.92) (2,481.59)
Other Comprehensive Income / (Loss) net of tax (5.81) 10.99 (16.65) 11.00
Total Comprehensive Income / (Loss) (58,070.08) (2,325.79) (58,314.57) (2,470.59)
Earnings per equity shares of the face value of Rs.10 each
Basic (Rs.) (150.89) (6.07) (151.49) (6.45)
Diluted (Rs.) (150.89) (6.07) (151.49) (6.45)

2. Companys Performance

On a consolidated basis, your Company achieved a total income of Rs. 156,775.95 million for FY 2021, lower by 57.96% over the previous years income of Rs. 372,915.10 million. Your Company reported a net loss of Rs. 58,064.27 million for FY 2021 against a net loss of Rs. 2,336.78 million for the previous year. On a standalone basis, your Company achieved a total income of Rs. 156,769.63 million for FY 2021, lower by 57.96% over the previous years income of Rs. 372,922.43 million. Your Company reported a net loss of Rs. 58,297.92 million for FY 2021 against a net loss of Rs. 2,481.59 million for the previous year.

3. Performance of Agile Airport Services Private Limited ("Agile" or "Subsidiary Company")

Agile is a wholly owned subsidiary of your Company and is engaged in the business of providing ground handling services to your Company at various airports in India. The total income of Agile for FY 2021 was Rs. 2,953.87 million, lower by 16.00% over the previous years income of Rs. 3,516.69 million. The PAT was Rs. 233.65 million indicating a growth of 61.35% over PAT of Rs. 144.81 million for FY 2020. Pursuant to Section 129(3) of the Companies Act, 2013 ("Act") read with Rule 5 of the Companies (Accounts) Rules, 2014, as amended from time to time, a statement containing the details of performance and salient features of the financial statements of the Subsidiary Company in form AOC –1 is annexed to the consolidated financial statements. In compliance with the provisions of Section 136 of the Act, the audited financial statements of the Subsidiary Company are uploaded on the Investor Relations section of the website of your Company at https://www.goindigo.in/content/dam/ goindigo/investor-relations/subsidiary-financials/2019-20/Financial-Statements-Agile-FY-2020-21.pdf.

Your Company has adopted a policy for determining material subsidiaries pursuant to Regulation 16(1)(c) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI LODR Regulations") which is available on the Investor Relations section of the website of your Company at https://www.goindigo.in/content/dam/goindigo/ investor-relations/policies/2021/InterGlobe-Aviation-Limited-Policy-on-Material-Subsidiary.pdf. Your Company has no material subsidiary as on date.

4. Operational Performance

Your Company operated 1,301 peak daily flights and carried over 30.70 million passengers during FY 2021 as compared to 1,674 peak daily flights and 75.10 million passengers in FY 2020. Post the lockdown of March-May 2020, your Company operated,

(a) scheduled services to 65 destinations including 4 new destinations

(b) 51 non-scheduled destinations

(c) ad-hoc repatriation flights to new countries and destinations outside its network

(d) 4,540 cargo in cabin flights, 1,906 charter flights, 509 Vande Bharat flights and 8,083 flights under the Governments bubble flight arrangements with other countries.

Our fleet as on March 31, 2021, consists of 100 Airbus CEO, 159 Airbus NEO and 26 ATR aircraft. During FY 2021, your Company inducted 45 new fuel-efficient aircraft powered by PW1100G and CFM LEAP-1A engines. During the same period, your Company also replaced all unmodified P&W engines in its fleet as per the directives of DGCA to all airline operators flying P&W engines.

Based on data published by the DGCA, as of March 31, 2021, your Company was consistently ranked No.1 for On-Time Performance (OTP) at key metro cities. In addition, your Company also achieved a technical dispatch reliability of 99.94% as published in AIRBUS IDOLS for reliability.

Your Company has now obtained the "Air Operator Certificate" to fly the A320 family aircraft to ‘AFI African countries and ATR aircraft to ‘ASIA Asian countries from the DGCA. Additionally, your Company has also obtained the EDTO (Extended Diversion Time Operations) from the DGCA to fly on direct routes over-sea for 90 Minutes on the A320 NEO family aircraft, thus achieving shorter routes and saving fuel. To achieve operational excellence, your Company launched awareness campaigns for adoption of fuel-efficient techniques and collaborated with the regulatory authorities and the Indian Air-Force to facilitate airspace optimisation, with a clear focus on efficiency and safety.

Impact of Covid-19

Countries all over the world are trying to find ways and process to reduce the spread of the Covid-19 pandemic. Multiple travel curbs, new restrictions and rules have been introduced by the Government of India and other governments to help reduce the spread of the pandemic. Being Indias largest carrier by market share and carrying the largest number of customers by air in India, we understood our responsibility to the industry, our customers, and the country. We introduced new processes and measures to ensure safe travel by air which helped gain customer confidence when travelling with IndiGo. Your Company introduced disinfection and cleaning of all aircraft on arrival to help reduce the spread of the virus. Additionally, when parked at night, all aircraft are deep cleaned. All touch points such as tray tables, arm rests, seat belts, lavatory doors and overhead nozzles are wiped. Every aircraft is fumigated once a week and, all customer coaches are sanitized after each trip, so as to provide a safe travel experience. Your Company provides PPE (Personal Protective Equipment) kit, which includes a face shield, surgical mask, and sanitizer at the boarding gate, to each passenger. Also, passengers seated on the middle seats are provided with an additional safety gown. Your Company also mandates that all staff and service partners wear PPE kits, as prescribed by the DGCA while carrying out their duties. Understanding that the second wave has been stronger then the first wave, your Company has taken measures to ensure adequate crew/airport staff is available to ensure business continuity. Additionally, new processes are continuously being implemented and reviewed in compliance with the Ministry of Civil Aviation (MOCA) guidelines.

In FY 2021, your Company digitised most of its manual on-ground processes to create a contactless travel experience at the airports. The website of your Company was upgraded to ensure that the customers could complete the health declaration form online, pay for all ancillary products and also add and print baggage tags from home. These initiatives ensured that more than 81.5% check-ins were done online, and 5.70 million bag tags had been printed by our passengers. In addition, your Company also provided customers with the option to purchase additional seats for their increased comfort and safety.

With the continuous changes in the state and international travel regulations, your Company created a centralised page on its website which is updated regularly to help customers become aware of the latest travel guidelines. At the airport, we have introduced self check-in and print baggages tags and also enabled UPI payment option for a true contactless experience. Your Company also enabled customers to self-board at the boarding gate, further reducing human contact. Your Company converted all in-flight menus to digital menus which could be accessed on WhatsApp or the Companys website and a PDF version could be downloaded to ensure contactless experience. In these difficult times, your Company announced a special offer – ‘Tough Cookie and offered a 25% discount on airfare for all doctors and nurses till the end of 2020, as a gesture to thank them for being at the forefront of the battle against the coronavirus outbreak. These Covid Warriors were facilitated at various touch points by the operations and the marketing teams. Your Company has transported the highest number of Covid Vaccines in India since January 2021. To ensure that all employees are trained as per prescribed guidelines, we obtained approval from the DGCA, to convert all non-regulatory trainings to an online virtual platform. Further, to reduce training time and cost, we obtained approval for a new facility at Hyderabad and added capacity at the existing facility at Bangalore. Your Company is the first airline to obtain permission to conduct UPRT (Upset Prevention and Recovery Training) in India. Your Company ensures that mandatory trainings are conducted so that all operational employees are updated periodically with the required skills necessary for maintaining a safe environment. Your Companys employees have the necessary skills and expertise to continue to meet unknown future challenges and opportunities as they arise.

Your Company proactively communicated timely and accurate Covid-19 related messaging to its employees, providing the workforce with up-to-date news and information to provide reassurance throughout the pandemic.

For a detailed analysis of the operational performance of your Company, please refer to the Management Discussion and Analysis Report forming a part of the Annual Report.

5. Dividend

Your Company has adopted the ‘InterGlobe Aviation Limited - Dividend Distribution Policy in compliance with Regulation 43A of the SEBI LODR Regulations. The Policy sets out the parameters and factors to be considered by the Board in determining the distribution of dividend to its Members and / or retaining profits of your Company. The Dividend Distribution Policy is available on the Investor Relations section of the website of your Company at https://www.goindigo.in/content/ dam/goindigo/investor-relations/policies/InterGlobe%20Aviation%20Limited%20-%20Dividend%20Distribution%20 Policy.pdf. For FY 2021, based on your Companys performance, cash flow position and the loss incurred during the year, the Board has not recommended any dividend on the equity shares of your Company.

6. Qualified Institutions Placement (QIP)

The Board of your Company has approved the raising of funds for an aggregate amount not exceeding Rs. 3,000 Crore (Rupees Three Thousand Crore) through an issue of equity shares by way of a Qualified Institutions Placement ("QIP"), in accordance with the relevant provisions of applicable laws and subject to approval of the Companys Members and receipt of applicable regulatory approvals, at its meeting held on May 10, 2021. The Postal Ballot Notice dated May 26, 2021, has been issued to the Members seeking their approval for raising of funds by way of QIP. (Approval of the Members has since been received).

7. Amount to be carried to Reserves

Your Directors do not propose to transfer any amount to reserves.

8. Complaint filed by a Promoter of your Company with the Securities and Exchange Board of India ("SEBI") and the Ministry of Corporate Affairs ("MCA")

Your Company had received communications from the SEBI, the MCA and the stock exchanges requesting for comments and/or information regarding some complaints and representations made by and on behalf of Mr. Rakesh Gangwal, the Chinkerpoo Family Trust and Ms. Shobha Gangwal (promoters and/or members of the promoter group of your Company) (collectively, the "RG Group"). The complaints and representations relate to, among other things, certain Related Party Transactions entered into by your Company with InterGlobe Enterprises Private Limited and Mr. Rahul Bhatia, promoters of your Company (the "IGE Group"), the RG Groups requisition for convening an extraordinary general meeting for the shareholders to consider resolutions recommending additional procedures to be incorporated in your Companys Policy of dealing with Related Party Transactions ("RPTs") applicable to RPTs with the IGE Group, and the appointment of a Woman Independent Director to your Companys Board of Directors. Your Company had responded to all the communications sent by concerned authorities within the prescribed timelines. Subsequent to the above, your Company received a show cause notice from the SEBI vide its letter dated November 10, 2020, alleging certain contraventions of the provisions of the SEBI LODR Regulations. In this notice, your Company was advised that it could avail the settlement mechanism provided under the SEBI (Settlement Proceedings) Regulations, 2018. Your Company made an application to settle, which was accepted by the SEBI vide settlement order dated February 9, 2021 (the "Settlement Order") and accordingly, the Company, while neither admitting nor denying the alleged violations, as duly recorded in the Settlement Order, has paid an amount of Rs. 2,10,37,500 after which the adjudication proceedings have now concluded.

9. Arbitration Proceedings filed with the London Court of International Arbitration

The IGE Group had submitted a Request for Arbitration dated October 01, 2019, to the London Court of International Arbitration under the Shareholders Agreement dated April 23, 2015 (as amended on September 17, 2015) ("Shareholders Agreement") executed between, inter-alia, the IGE Group, the RG Group, and your Company. In the arbitration proceedings, the IGE Group has sought certain reliefs against the RG Group, including in relation to compliance with the Shareholders Agreement and your Companys Articles of Association ("Articles") as well as damages. The RG Group also sought certain reliefs against the IGE Group, including to carry out all requisite steps and actions, provide consents and assistance to remove certain provisions from your Companys Articles. The Company has been named as a proper party to the arbitration and no monetary claim, including any compensation, has been sought from the Company by the IGE Group or the RG Group. Accordingly, the Company believes that the claims filed in the arbitration do not impact the financial results of the Company. The pleadings of the IGE Group, the RG Group and the Company in the arbitration have now been completed.

10. Employee Stock Option Scheme

Pursuant to approval of the Members of your Company on June 25, 2015, your Company had adopted ‘InterGlobe Aviation Limited - Employee Stock Option Scheme 2015 ("Scheme") which was amended on September 07, 2016. Under the Scheme, your Company grants share-based benefits to the eligible employees by granting stock options ("Options"), with a view to attract and retain talent and encouraging employees to align their individual performances with the Companys broader growth objectives. During FY 2021, there has been no change in the Scheme and the Company continues to comply with the provisions of the SEBI (Share Based Employee Benefits) Regulations, 2014, as amended ("SEBI SBEB Regulations"). During FY 2021, the Nomination and Remuneration Committee (the "Committee") granted 1,474,894 Options to the eligible employees under the Scheme. The Committee further granted 185,000 Options to Mr. Ronojoy Dutta, Whole Time Director and CEO of your Company, which was approved by the Board on March 06, 2021. The Members of the Company by means of a special resolution through a postal ballot has approved these options granted to him on April 10, 2021. The Committee also approved allotment of 113,721 equity shares upon exercise of 113,721 Options by eligible employees during FY 2021. No employee has been granted Options equal to or exceeding one percent of the issued capital of your Company at the time of grant. The disclosure, in compliance with the SEBI SBEB Regulations, is uploaded on the Investor Relations section of the website of your Company at https://www.goindigo.in/content/dam/goindigo/investor-relations/press-releases/2020-21/ Statement-under-Reg-14-of-the-SEBI-Share-Based-Employee-Benefits-Regulations-2014.pdf.

11. Increase in Share Capital

Pursuant to the allotment of 113,721 equity shares of Rs. 10 each upon exercise of Options by the eligible employees under the Scheme, the issued, subscribed, and paid-up share capital of your Company increased from 384,796,279 equity shares as on March 31, 2020, to 384,910,000 equity shares of Rs. 10 each as on March 31, 2021, aggregating to Rs. 3,849.10 million.

12. Related Party Transactions

All the contracts/ arrangements/ transactions entered into by your Company with its related parties during FY 2021, were in its ordinary course of business and on an arms length basis. Your Company has obtained necessary approval, whenever required, as per the related party transaction policy. During FY 2021, your Company had not entered into any arrangement / transaction / contract with its related parties which could be considered material and required approval of the Board. Accordingly, the disclosure of the particulars of the related party transactions in form AOC -2 as required under Section 134(3)(h) of the Act is not applicable. Your Company had adopted ‘InterGlobe Aviation Limited – Policy on dealing with Related Party Transactions ("RPT Policy") in compliance with Regulation 23 of the SEBI LODR Regulations. During FY 2021, there has been no change in the RPT Policy. The transactions entered by your Company with its related parties were in compliance with the RPT Policy and in the best interest of your Company. The RPT Policy is available on the Investor Relations section of the website of your Company at https://www.goindigo.in/content/dam/goindigo/investor-relations/policies/IGAL-Policy-on-Related-Party-Transactions-2019.pdf.

For further details of related party transactions during the year, please refer to note number 34 of the notes forming a part of the financial statements, attached to the Annual Report. Pursuant to Regulation 23 of the SEBI LODR Regulations, your Company had filed to the stock exchanges the details of related party transactions on half yearly basis.

13. Directors and Key Managerial Personnel

As on March 31, 2021, the Board comprised ten (10) members with an appropriate mix of Non-Executive Directors, Executive Director, and Independent Directors, which is in compliance with the provisions of the Act, the SEBI LODR Regulations and is also aligned with the best practices of Corporate Governance.

Pursuant to the provisions of Section 149, Section 161 and other applicable provisions of the Act and the SEBI LODR Regulations and on the recommendation of the Nomination and Remuneration Committee, the Board appointed Mr. Gregg Albert Saretsky as a Non-Independent Non-Executive Director, as an Additional Director on Board, liable to retire by rotation, with effect from October 01, 2020, subject to the approval of the Members. As per Section 161 of the Act, Mr. Saretsky will hold office till the ensuing Annual General Meeting ("AGM") and is eligible for appointment as a Director of your Company. Mr. Saretsky is an aviation industry veteran, with an illustrious career spanning over 36 years. For detailed profile of Mr. Saretsky, please refer to the Notice of AGM. The Board is of the opinion that Mr. Saretsky has relevant experience, expertise and integrity for holding the position of the Director on the Board. Your Company has received requisite notice under Section 160 of the Act from a Member, proposing the appointment of Mr. Saretsky as a Director of the Company at the ensuing AGM. Your Company has obtained requisite prior security clearance approval from MOCA as required for the appointment of Mr. Saretsky. Mr. Rakesh Gangwal, Non-Independent Non-Executive Promoter Director, retires by rotation and being eligible, offers himself for reappointment at the ensuing AGM. The Notice of AGM includes the proposal for re-appointment and appointment of Directors as stated above. Mr. Jiten Chopra was appointed as the Chief Financial Officer of your Company with effect from February 22, 2021, replacing Mr. Aditya Pande, who resigned with effect from February 21, 2021. Mr. Jiten Chopra has been associated with your Company since February 2020 and has earlier held the position of Head - Governance, Risk and Compliance. Your Company has received declarations from all Independent Directors confirming that they meet the criteria of independence as laid down under Section 149 of the Act and Regulations 16 & 25 of the SEBI LODR Regulations and complied with the Code for Independent Directors prescribed in Schedule IV of the Act. During FY 2021, there has been no change in the circumstances affecting their status as Independent Directors of your Company. None of the Directors of the Company is disqualified to act as a Director as per the requirement of Section 164 of the Act.

14. Number of meetings of the Board

The Board met twelve (12) times during FY 2021. The details of meetings of the Board and attendance of the Directors at the Board meetings are given in the Report on Corporate Governance which forms a part of the Annual Report.

15. Committees of the Board

As on March 31, 2021, the Board had the following five committees:

i. Audit Committee

ii. Nomination and Remuneration Committee

iii. Risk Management Committee

iv. Corporate Social Responsibility Committee

v. Stakeholders Relationship Committee

The details of the composition, terms of references, and number of committee meetings held during FY 2021 and the attendance of the committee members at each meeting are given in the Report on Corporate Governance which forms a part of the Annual Report. The Board has constituted a Fund Raise Committee at its meeting held on May 10, 2021, for raising funds through a QIP under the provisions of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended.

16. Board Evaluation

Pursuant to the provisions of the Act and the SEBI LODR Regulations, an evaluation process was carried out to evaluate performance of the Board and the Board Committees, the Chairman of the Board, and all Directors, including Independent Directors. The evaluation was aimed at improving the effectiveness of all these constituents and enhancing their contribution to the functioning of the Board. On the recommendation of the Nomination and Remuneration Committee, an independent external expert in the area of Board evaluation, was engaged by the Management to undertake such evaluation. He carried out the exercise through questionnaires sent directly to the Board members on a confidential basis. These questionnaires were detailed and elicited both numeric as well as qualitative responses against a variety of evaluation parameters. The independent external expert then followed through with confidential individual conversations with each Board member and developed separate evaluation reports. The conversations were free-flowing and based on themes that were generated from reviewing the responses from the questionnaire. Subsequently, the independent external expert collated confidential reports for (a) the Board as a Whole, (b) Chairman of the Board, (c) Individual Directors, both Independent and Non-Independent Directors, and (d) for each of the Board Committees separately. The report of each Committee was shared by the Chairman of the Board with the Chairperson and members of each of the Committees. The assessment of individual Directors was sent by the external consultant to the Chairman in separate sealed envelopes, which the Chairman passed on to the concerned Directors. The results of evaluation of the Board and its various Committees were subsequently discussed by the Board at its meeting and the areas for improvement of the functioning of the Board and Committees were noted. The Board is committed to continuously looking at process improvements, rather than treating the Board evaluation as a one-off event.

In a separate meeting of the Independent Directors, performance of the Non-Independent Directors, and the Board as a whole was also discussed, taking into account the views of Executive Director and Non-Executive Directors.

17. Remuneration Policy

Your Company had adopted the ‘InterGlobe Aviation Limited – Nomination and Remuneration Policy in compliance with Section 178 of the Act and Regulation 19(4) read with Part D of Schedule II to the SEBI LODR Regulations, for identification, selection and appointment of Directors, Key Managerial Personnel (KMPs) and Senior Management of your Company. The Policy lays down the process and parameters for the appointment and remuneration of the KMPs and other senior management personnel and the criteria for determining qualifications, highest level of personal and professional ethics, positive attributes, financial literacy, and independence of a Director. The Policy is available on the Investor Relations section of the website of your Company at https://www.goindigo.in/content/dam/goindigo/investor-relations/ policies/2021/InterGlobe-Nomination-and-Remneraion-Policy.pdf.

18. Succession Planning

Your Company has been following a rigorous process of leadership talent review, named "Talent Councils" ever since FY 2019. We have established a process to identify and nurture talented employees at an early stage with the goal of succession planning. Once a year, we discuss succession planning for key positions with the various business function heads within your Company. Competencies, skills and experience required for performing leadership roles, at the level of Vice President and above are clearly established. At the yearly Talent Council meetings, each senior leader is discussed in depth and compared with the job specifications of the corresponding positions. This review process forms the basis of people identification and development for filling all top positions. In addition, your Companys Human Resource function continually maps the external market to identify talent for which immediate internal candidate is not available. In FY 2021, we focused in particular on identifying talent at a level lower than Vice Presidents and took specific measures to ensure the development of these emerging leaders.

19. Risk Management

Your Company has put in place a structured Enterprise Risk Management framework ("ERM framework") based on the guiding principles of identifying, assessing and mitigation of risks. It is an integral part of decision-making for your Company and is dynamic in nature, undergoing continuous improvement. The ERM Framework follows an annual process of setting objectives, identifying key risks on an ongoing basis, developing a mitigation action plan and monitoring. The Risk Management Committee has been empowered to frame, implement and monitor the risk management practices of your Company. The Committee has been entrusted for systematically overseeing, reviewing, and updating the risk management calendar, based on certain risks becoming more important during the year. The Committee meets on regular intervals and discusses risks relating to liquidity and profitability, revenue, cyber threat & data protection, business continuity, employee relations and health, sustainability & climate change, airline safety and security, adverse regulatory changes and litigation, unfavorable fuel and forex movement and any other new risk that may be identified by the Management. The Audit Committee has an additional oversight in the area of financial risks. A note on key risks of your Company is given in the Management Discussion and Analysis Report which forms a part of the Annual Report.

20. Corporate Social Responsibility

A brief outline of the Corporate Social Responsibility ("CSR") Policy of the Company and the initiatives undertaken by the Company on CSR activities during the year are set out in Annexure - A to this Report, in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. For other details regarding the CSR Committee, please refer to the Report on Corporate Governance, which forms a part of the Annual Report. Pursuant to recent amendments to Section 135 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Board considered and approved the amendments in the CSR Policy at its meeting held on May 7, 2021. The revised Policy is available on the Investor Relations section of the website of your Company at https://www.goindigo. in/content/dam/goindigo/investor-relations/policies/InterGlobe-Aviation-Limited-Corporate-Social-Responsibility-Policy-2. pdf.

21. Statutory Auditors

S.R. Batliboi & Co. LLP (Firm Registration no. 301003E/E300005) was appointed as the Statutory Auditors of your Company at the 16th AGM held on August 27, 2019, for a term of five consecutive years from the conclusion of the 16th AGM till the conclusion of the 21st AGM of your Company, in accordance with the provisions of Section 139 of the Act. The Reports given by the Statutory Auditors on the standalone financial statements and the consolidated financial statements of your Company for FY 2021 form part of the Annual Report. The Reports do not contain any qualification, reservation or adverse remark or disclaimer made by the Statutory Auditors.

22. Secretarial Auditors

Sanjay Grover & Associates, a firm of practicing Company Secretaries (Firm Registration no. P2001DE052900) ("Secretarial Auditors"), carried out the secretarial audit for FY 2021 in compliance with the Act and the Rules made thereunder, the SEBI LODR Regulations and other applicable regulations as prescribed by the SEBI, Foreign Exchange Management Act, 1999, as amended and other laws specifically applicable to your Company. The Secretarial Audit Report in form MR-3 for FY 2021 is attached to this Report as Annexure - B. The said Report does not contain any qualification, reservation or adverse remark or disclaimer made by the Secretarial Auditors.

In compliance with Regulation 24A of the SEBI LODR Regulations, read with SEBI circular no. CIR/CFD/CMD1/27/2019 dated February 08, 2019, the Secretarial Auditors have also issued Annual Secretarial Compliance Report for FY 2021. The Report is a clean Report, and does not point to any deficiencies.

23. Non-applicability of maintenance of cost records

The Central Government has not prescribed the maintenance of cost records under Section 148(1) of the Act and the Rules thereunder with respect to the aviation business.

24. Whistleblower Policy / Vigil Mechanism

Pursuant to Section 177(9) of the Act and Regulation 22 of the SEBI LODR Regulations, your Company has adopted a Whistleblower Policy/ Vigil Mechanism (Policy) for Directors, senior management and employees of the Company and its subsidiary. The Policy provides for adequate safeguards against victimisation of whistleblowers and provides for direct access to the Chairperson of the Audit Committee, in exceptional circumstances. The Policy provides for a mechanism to report concerns about unethical behaviour, actual or suspected fraud, instances of leak of Unpublished Price Sensitive Information ("UPSI") or violations of your Companys Code of Conduct. The Policy also enables suppliers, contractors, and other stakeholders to report unethical behaviour, misconduct, violation or legal or improper practices, actual or suspected fraud by a Company official without any fear of unfair treatment (including loss of business). During FY 2021, no person was denied access to the Chairperson of the Audit Committee. The Audit Committee, which oversees the implementation of the Policy, on quarterly basis, reviews the status of complaints, summary of findings and action taken in accordance with the Policy. The Policy is available on the Investor Relations section of the website of your Company at https://www.goindigo.in/ content/dam/goindigo/investor-relations/policies/IGAL-WhistleBlower-Policy.pdf.

25. Disclosure under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, as amended ("POSH Act")

Your Company has a zero-tolerance policy towards cases of sexual harassment at workplace and has a robust internal mechanism and gender-neutral policy on ‘Prevention of Sexual Harassment at Workplace (the "Policy") to deal with such matters. Your Company has constituted an Internal Complaints Committee ("ICC"), which has a woman Chairperson who is a member of our senior management team and has an external woman lawyer. All employees are sensitised about the Policy from their first day of employment. Awareness programs are conducted for employees and awareness posters with details of how to file a complaint, along with the details of the ICC members, are displayed across all our working locations. The ICC ensures that all cases reported are resolved in a timely manner, in accordance with the POSH Act. During FY 2021, a total of 15 complaints were received by your Company, out of which 13 complaints were resolved after complying with due process and well within the prescribed timelines and 2 complaints were under investigation as on March 31, 2021 (which have since been resolved within the prescribed timelines). Your Company also has submitted the annual return to the local authority in compliance with the POSH Act.

Prevention of sexual harassment continues to be a core ethos of your Company and steps are continuously taken every year to make the policies, programmes, and awareness campaigns more and more robust. In FY 2021, your Company undertook the following initiatives and awareness programmes:

1. E-learning training module

For the first time, your Company launched an interactive and informative training module for all its employees across all locations. This training module was designed in a manner that it was accessible to all employees on a 24*7 basis since it was e-learning (online) module. This module covered several critical aspects concerning prevention of sexual harassment at workplace, such as:

a. What constitutes sexual harassment at workplace.

b. Your Companys POSH Policy and the relevant provisions of the POSH Act.

c. How to report incidents of sexual harassment at workplace without having the fear of retaliation.

d. Mental and emotional support from the ICC to a victim of sexual harassment at workplace.

2. ICC awareness programme

The ICC conducted awareness programme for all its members across locations in order to ensure that the members undertake their responsibilities in accordance with the applicable POSH Policy.

3. Communication

Important communication emails were sent on behalf of the ICC (including from the ICC Chairpersons desk) to all the employees, emphasising the importance of prevention of sexual harassment at the workplace and the Companys zero tolerance towards any acts of sexual harassment. Other than emails, posters underlying the same message have been placed at offices across all locations.

26. Internal Financial Control and their adequacy

Your Company has put in place an adequate Internal Financial Control (IFC) system, to ensure compliance with various policies, practices, and statutes. Your Company ensures that such IFC systems are commensurate with the size and complexity of our business and are adequate and operating effectively on an ongoing basis.

The Board has adopted policies and procedures for:

• Effectiveness and efficiency of operations

• Adequacy of safeguarding Companys assets

• Prevention and detection of frauds and errors

• Accuracy and completeness of accounting records

• Timely preparation of reliable financial information

The details in respect of the Companys IFC and their adequacy are included in the Management Discussion and Analysis Report, which forms a part of the Annual Report.

27. Public Deposits

Your Company has not accepted deposits from the public falling within the ambit of Section 73 of the Act and the Rules made thereunder.

28. Particulars of Loans, Investments and Guarantees

The particulars of loans, investments and guarantees as on March 31, 2021, covered under Section 186 of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014, as amended and Regulation 34(3) read with Schedule V of the SEBI LODR Regulations, are given at the notes in the standalone financial statements, which forms a part of the Annual Report.

29. Material changes and commitments affecting the financial position of your Company, between the end of the financial year and the date of this Report.

Other than as stated elsewhere in this Report, there are no material changes and commitments affecting the financial position of your Company between the end of the financial year and the date of this Report.

30. Management Discussion and Analysis Report

The Management Discussion and Analysis Report on your Companys financial and operational performance, industry trends and other required details prepared in compliance with Regulation 34 of the SEBI LODR Regulations for FY 2021 forms a part of the Annual Report.

31. Report on Corporate Governance

In compliance with Regulation 34 read with Schedule V of the SEBI LODR Regulations, the Report on Corporate Governance of your Company, inter alia, covering composition, details of meetings of the Board and Committees, together with a certificate from the Secretarial Auditors regarding compliance of conditions of corporate governance, forms a part of the Annual Report.

A certificate from the Whole Time Director and CEO and the Chief Financial Officer of your Company in terms of Regulation 17 of the SEBI LODR Regulations, inter-alia, confirming the correctness of the financial statements and cash flow statements, adequacy of the internal control measures and reporting of matters to the Audit Committee, also forms a part of the Annual Report.

32. Business Responsibility Report

In compliance with Regulation 34 of the SEBI LODR Regulations read with SEBI Circular no. CIR/CFD/CMD/2015 dated November 04, 2015, the Business Responsibility Report of your Company for FY 2021 describing the various initiatives undertaken from an environment, social and governance perspective during FY 2021 forms a part of the Annual Report.

33. Annual Return

In compliance with Section 92(3) and Section 134(3)(a) of the Act and Rules made thereunder, a copy of the Companys Annual Return as on March 31, 2021, is available on the Investor Relations Section of the website of your Company at https://www.goindigo.in/content/dam/goindigo/investor-relations/press-releases/2020-21/Annual-Return-MGT-7-FY-2020-21.pdf.

34. Significant material orders passed by the Regulators, Courts and Tribunals

There are no significant material orders passed by the regulators, courts or tribunals impacting the going concern status of your Company and its operations in future.

35. Awards and Recognitions

During FY 2021, your Company received multiple awards and recognition. Details in respect of such awards and recognition received by your Company are included in the Management Discussion and Analysis Report, which forms a part of this Annual Report.

36. Directors Responsibility Statement

Pursuant to Section 134(5) of the Act, the Board, based on representations received from the Management and to the best of its knowledge, ability, and due inquiry, confirms that:

i. In the preparation of the annual accounts, applicable accounting standards have been followed and proper explanation for any material departures has been provided.

ii. Applicable accounting policies have been selected and applied consistently in order to form views/make judgments and estimates that are reasonable and prudent. This is intended to facilitate a true and fair view of the state of affairs of your Company at the end of the financial year including profit/loss of your Company for that period.

iii. Proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act is taken for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv. Annual accounts have been prepared on a going concern basis.

v. IFCs to be followed by your Company have been laid down and such IFCs are adequate and operating effectively.

vi. Proper systems have been devised to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

37. Particulars of employees

The statement containing disclosure of remuneration under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel), Rules, 2014, as amended is given in Annexure - C forming a part of this Report. The information as per Rule 5(2) and Rule 5(3) of the abovementioned Rules pertaining to the names of top ten employees and other particulars of employees is provided in a separate annexure. However, as per the provisions of Section 136(1) of the Act and the Rules thereunder, the Annual Report and the financial statements, excluding the aforesaid annexure, are being sent to the Members, and other persons entitled thereto. Any Member interested in obtaining this, may write to the Company Secretary at the Registered Office of your Company in this regard. None of the employees listed in the Annexure is related to any Director of your Company.

38. Transfer of unpaid / unclaimed dividend to Investor Education and Protection Fund

The provisions to transfer unpaid / unclaimed dividend to the Investor Education and Protection Fund under Section 124(5) of the Act do not apply to your Company for FY 2021 since there is no unpaid / unclaimed dividend which is due for transfer to the said Fund during the current financial year.

39. Reporting of Fraud

The Auditors of your Company have not reported any instances of fraud committed in your Company by its officers or employees as specified under Section 143(12) of the Act.

40. Conservation of Energy, Technology Absorption

Your Company persistently strives to run its operations more efficiently to reduce its fuel consumption and resultant fuel emissions. This endeavour entails your Companys continuous commitment towards conservation of energy and motivates it to embrace newer technological advances.

Your Company has incorporated policies, including flight and ground procedures, for conservation of fuel and has trained flight crew and aircraft maintenance engineers to ensure that fuel is conserved to the extent possible. Your Company ensures that there is adequate fuel for its aircraft, after evaluating various traffic trends in the air and also on the ground, thus avoiding any additional/ unnecessary fuel upliftment. Your Company has installed a software for accurate flight planning. This software provides accurate maps and the most efficient flight path, restricting use of auxiliary power units, employing continuous descent approaches and economy cruise speeds. It also minimises aircraft weight by providing recommendations for removing unnecessary equipment and optimising engine settings for take-off and climb. Further, your Company has adopted innovative statistical data driven solutions for descent fuel optimisation. We are also working with Airbus on big data analytics using Airbus platforms like SKYWISE.

Your Company is engaged with stakeholders to collaborate on multiple air space optimisation initiatives like shortening of routes, promulgation of required navigation performance (RNP) approaches optimising flight routes through conditional route (CDR). Optimising flight routes: The Government of India has promoted flexible use of airspace and your Company has been using this opportunity to utilise every bit of optimum airspace to reduce fuel consumption and simultaneously reducing carbon emissions. Since August 2020, your Company has been able to reduce carbon emissions by 13,000 tonnes by utilising direct routes.

Your Company has sought to reduce the weight of its aircraft by selecting lighter seats and by choosing not to have in-flight entertainment systems. Your Company has further reduced the aircraft weight by equipping the entire fleet with Electronic Flight Bags (EFB) and removing paper manuals weighing 25kg from each Airbus aircraft. Your Company has also adopted fuel policies designed to reduce costs on the ground, including the use of the Eco-Power Engine Wash process for aircraft engines, the use of ground equipment in place of aircraft auxiliary power units (which consume more fuel), use of single engine for taxiing on ground and introduction of other engineering/operating protocols. These policies are all designed to optimise fuel consumption and reduce our carbon footprint and thereby finally reducing costs.

Your Company continues to explore the feasibility of using ground vehicles on cleaner alternative fuels like CNG/ electricity to reduce carbon emissions at airports. Keeping with the commitment of replacing all A320 CEO aircraft expeditiously, your Company has re-delivered 42 A320 CEO aircraft from a total fleet of 123 CEO aircraft during FY 2021. Your Company has also inducted 43 NEO aircraft which are 15% more fuel efficient. During FY 2021, 120 A320 NEO aircraft have operated approximately 160,000 flights. During FY 2021, your Company has operated 26 ATR 72-600 turboprop aircraft on regional routes. These are more fuel efficient compared to jet aircraft.

Your Company is continuously working with government authorities in relation to the Carbon Offsetting and Reduction Scheme for International Aviation (CORSIA). In FY 2021, a successful external audit on fuel consumption on international operations was undertaken and was also reported to the DGCA.

41. Compliance with Secretarial Standards on Board and General Meetings

Pursuant to the provisions of Section 118 of the Act, your Company has complied with all the applicable provisions of the Secretarial Standard – 1 and Secretarial Standard – 2.

42. Foreign exchange earnings and outgo

The details of foreign exchange earnings and outgo for FY 2021, on an accrual basis, are set out below:

Particulars Amount (Rs. in million)
Foreign exchange earnings 16,817.64
Foreign exchange outgo* 110,541.80
*Foreign exchange outgo excludes foreign exchange gain/loss on reinstatement of assets and liabilities

43. Acknowledgement

The Board is grateful for the continuous patronage of our valued customers and remains committed to ensuring that your Company provides an on-time, courteous and hassle-free experience. The Board acknowledges and appreciates the commendable efforts of the employees of your Company who have worked together as a team during the very difficult year gone by. Your Company also takes this opportunity to express its appreciation for the support and co-operation extended by the Central and State governments, regulatory authorities, investors, bankers and other stakeholders.