SpiceJet Ltd Directors Report.

Dear Members,

The Board of Directors hereby submits the report of the business and operations of your Company, along with the audited financial statements, for the financial year ended March 31, 2020. The consolidated performance of the Company and its subsidiaries has been referred to wherever required.

1. Financial Performance

The Companys performance during the year ended March 31,2020 compared to the previous financial year, is summarised below:

(Amount in Rs million)

Particulars

Standalone

Consolidated

March 31, 2020 March 31, 2019 March 31, 2020 March 31, 2019
TOTAL REVENUE 131,359.87 91,715.44 131,347.53 91,797.65
Expenses
Operating Expenses 87,799.54 73,000.54 87,583.18 72,948.77
Cost of inventory consumed - 126.75 138.91
Employee Benefit Expenses 15,257.76 10,570.07 15,292.55 10,584.24
Selling Expenses 2,269.59 2,074.41 2,260.99 2,081.66
Other Expenses 13,294.29 5,586.40 13,344.09 5,421.59
Earnings before interest, tax, depreciation and amortization 12,738.69 484.02 12,739.97 622.48
Depreciation and amortisation expense (17,339.34) (2,562.25) (17,353.77) (2,563.54)
Interest income on bank deposits 703.12 864.90 703.42 864.90
Finance Cost (5,450.08) (1,312.84) (5,455.30) (1,313.03)
Profit/ (Loss) before taxation and extraordinary items (9,347.61) (2,526.17) (9,365.68) (2,389.19)
Tax Expenses - - - 0.26
Extraordinary items - (634.66) - (634.66)
Profit/ (Loss) after taxation (9,347.61) (3,160.83) (9,365.68) (3,024.11)
Profit/ (Loss) brought Forward (19,537.94) (16,362.66) (19,530.75) (16,492.19)
Depreciation expense adjusted against reserves - - - -
Profit/ (Loss) for the year (9,347.61) (3,160.83) (9,365.68) (3,024.11)
Other comprehensive income (32.49) (14.45) (32.49) (14.45)
Amount transferred to Balance Sheet (28,918.04) (19,537.94) (28,928.92) (19,530.75)

During the year under review, the standalone income of the Company increased to Rs 131,359.87 million compared to Rs 91,715.44 million in the previous year, registering growth of 43.23% and the consolidated income increased to Rs 131,347.53 million compared to Rs 91,797.65 million in the previous year, registering growth of 43.08%. The profitability of the Company is primarily impacted by adverse foreign exchange rates, fuel prices, pricing pressures and the early impact of Covid-19 apart from worldwide grounding of Boeing 737 Max aircraft. The Company has reported standalone loss of Rs 9,347.61 million (that also includes a non-cash loss of Rs 6,970.19 million due to foreign exchange loss on restatement of lease liability due to Indian Accounting Standards 116).

2. State of Affairs and Material Development

(a) The Company completed its fifteenth years of operation on May 23, 2020 and registered a growth of 43.23% in standalone income of the Company during the financial year ended March 31,2020. In its fifteenth year of operations, the Company consolidated its operations on key routes and increased market presence through induction of additional 39 aircraft to its fleet during financial year ended March 31,2020. The Company operated 570 average daily passenger flights before Covid-19.

(b) SpiceXpress: The Company had announced the launch of its dedicated air cargo services namely ‘SpiceXpress in September 2018 and inducted its first freighter aircraft at a grand ceremony held at the Indira Gandhi International Airport in New Delhi. The cargo services operates on both domestic and international routes and is powered by fully integrated transportation network including air cargo, ground transportation and warehousing facilities across the country. SpiceXpress operates on an incremental direct operating cost model thereby extending its operations through its common pool of resources like pilots, engineers, ground staff and airport infrastructure.

(c) New development: The Company has signed an agreement with GMR Hyderabad Aviation SEZ Limited (GHASL) in March 2020 under which GHASL will be constructing a facility for the Company to carry out the warehousing, distribution and trading activity within the free trade warehousing zone of multi-product SEZ, popularly known as GMR Aerospace & Industrial Park. This facility will be 33,000 sq. ft. initially, with a potential to expand to 100,000 sq. ft., based on demand.

The Company has also signed a tripartite Memorandum of Understanding with GMR Hyderabad International Airport Ltd. and Ras-Al-Khaimah International Airport, UAE at the Wings India 2020 in Hyderabad. This association is in line with the Ministry of Civil Aviations Krishi Udaan scheme to give a boost to agro product exports and to aid farmers in transporting agricultural products. Under this collaboration, a dedicated freight corridor will be created to leverage the tremendous agro and farming sector potential from centrally located Telangana and the neighbouring regions. This will also give direct marketing access and open-up new opportunities for both export and import that would benefit the farming community in India. Besides, special arrangements are being made for handling livestock both at exporting and destination airports.

(d) Boeing 737 Max aircraft grounding: Following the worldwide grounding during March, 2019 of Boeing 737 Max aircraft due to technical reasons, the Companys fleet of thirteen Boeing 737 Max aircraft continues to be grounded. Despite its inability to undertake revenue operations, the Company continues to incur various costs with respect to these aircraft. As a result of the above, and the uncertainty in timing of return to operations of these aircraft, the Company has initiated the process of claims on the aircraft manufacturer towards costs and losses, which are currently under discussion. Consequently, and without in any manner limiting or prejudicing the legal and commercial rights of the Company towards its claims in this regard, certain costs (including, inter alia, aircraft and supplemental lease rentals and certain other identified expenses relating to the Boeing 737 Max aircraft) aggregating to Rs 6,7l8.04 million have been recognised as other income during the year ended March 31, 2020.

(e) Dispute with erstwhile promoters: The Company had, in earlier financial years, received amounts aggregating Rs 5,790.9 million from its erstwhile promoters as advance money towards proposed allotment of certain securities (189,091,378 share warrants and 3,750,000 non-convertible cumulative redeemable preference shares, issuable based on approvals to be obtained), to be adjusted at the time those securities were to be issued. Pursuant to the legal proceedings in this regard before the Honble High Court of Delhi ("Court") between the erstwhile promoters, the present promoter and the Company, the Company was required to secure an amount of Rs 3,290.89 million through a bank guarantee in favour of the Registrar General of the Court ("Registrar") and to deposit the balance amount of Rs 2,500 million with the Registrar. The Company has complied with these requirements as at March 31,2018.

The parties to the aforementioned litigation concurrently initiated arbitration proceedings before a three member arbitral tribunal (the "Tribunal"), which pronounced its award on July 20, 2018 (the "Award"). In terms of the Award, the Company was required to (i) refund an amount of approximately Rs 3,082.19 million to the counterparty, (ii) explore the possibility of allotting preference shares in respect of approximately Rs 2,708.70 million, failing which, refund such amount to the counterparty, and (iii) pay interest calculated to be Rs 924.66 million (being interest on the amount stated under (i) above, in terms of the Award). The amounts referred to under (i) and (ii) above, aggregating Rs 5,790.89 million, continue to be carried as current liabilities without prejudice to the rights of the Company under law. Further, the Company was entitled to receive from the counterparty, under the said Award, an amount of Rs 290.00 million of past interest/servicing charges. During the quarter ended March 31,2019, the Court has ordered release of Rs 2,500.00 million, out of the amount deposited by the Company, to the counterparty, subject to certain conditions as enumerated by the Court in its order. Further, pursuant to an order of the Court dated September 20, 2019, the Company has remitted a further Rs 580.00 million out of the guarantee placed with the Court to the counterparty in October 2019. The Company, its present promoter and the counterparties have challenged various aspects of the Award, including the above-mentioned interest obligations and rights, petitions for which have been admitted by the Court and the matter is currently sub-judice.

Further, the Court vide its order dated September 2, 2020 in the said matter, directed the Company to deposit an amount of Rs 2,429.37 million of interest component under the Award (including the amount of Rs 924.66 million provided for as indicated earlier, without prejudice to the rights of the Company under law). The Company preferred a Special Leave Petition before the Honble Supreme Court of India against the aforesaid Order and the Honble Supreme Court of India pursuant to its order dated November 6, 2020, has stayed the deposit of Rs 2,429.37 million.

(f) Global health pandemic from Covid-19: The Covid-19 pandemic (declared as such by the World Health Organisation on March 11,2020), has contributed to a significant decline and volatility, and a significant decrease in economic activity, in global and Indian markets. The Indian government announced a strict lockdown in India to contain the spread of the virus till May 31,2020, which has been extended by certain states, with varying levels of relaxations. This has led to significant disruptions and dislocations for individuals and businesses and have had consequential impact of grounding the passenger airline operations. The Company has to operate under various regulatory restrictions, which impacts its operations and may have varied financial implications. As per Government guidelines, the Company suspended all passenger travel from March 25, 2020 to May 24, 2020. The Company has reassessed its operating environment based on the anticipated scale of operations in the immediate future. The Company has considered potential impacts arising from the Covid-19 pandemic on the Companys business, and where relevant, have accounted for the same in the financial statements. However, the full extent of impact of the Covid-19 pandemic on the Companys operations, and financial metrics will depend on future developments across the geographies that the Company operates in, and the governmental, regulatory and the Companys responses thereto, which are highly uncertain and incapable of estimation at this time. The impact of the Covid-19 pandemic on the financial position and its financial performance might be different from that estimated as at the date of this report.

We also draw your attention to Section 5 (Opportunities, Risks, Concerns and Threats) and 6 (Future Outlook) of the Management Discussion and Analysis for detailed discussion regarding Covid.

There have been no material changes and commitments affecting the financial position of the Company between the end of the financial year and date of this report. There has been no change in the nature of business of the Company.

3. Board of Directors

(a) In terms of the provision of Section 152(6) of the Companies Act, 2013, Mr. Ajay Singh is liable to retire by rotation at the forthcoming Annual General Meeting of the Company and being eligible, has offered himself for re-appointment.

(b) The Company has received necessary declaration from each Independent Director under Section 149(7) of the Companies Act, 2013, that they meet the criteria of independence as laid down in Section 149(6) of the Companies Act, 2013 read with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

(c) Mr. Harsha Vardhana Singh (Independent Director) has resigned from the directorship of the Company with effect from October 1, 2019 as he wishes to concentrate more on his personal life and retire from active corporate engagements.

(d) The Nomination and Remuneration Committee conducted the Board evaluation for the year. The evaluation of all the directors, Committees, Chairman of the Board, and the Board as a whole was conducted based on the criteria and framework adopted by the Board.

4. Share Capital

There is no change in authorised share capital of the Company during the financial year 2019-20. However, the paid-up share capital of the Company has increased from Rs 5,997,183,560 to Rs 6,000,762,990 pursuant to allotment of 357,943 equity shares of Rs 10 each under SpiceJet Employee Stock Option Scheme - 2017.

5. Dividend

The Board of Directors have not recommended any dividend for the financial year 2019-20.

In terms of Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, the Company has adopted the Dividend Distribution Policy of the Company which is available on the website of the Company at www.spicejet.com in ‘Investor section.

6. Transfer to Reserves

The Company has made no transfers to reserves during the financial year 2019-20.

7. Public Deposits

The Company has not accepted any fixed deposits, including from the public, and, as such, no amount of principal or interest was outstanding as of the Balance Sheet date. Accordingly, no disclosure or reporting is required in respect of details relating to deposits covered under Chapter V of the Companies Act, 2013.

8. Extract of Annual Return

In accordance with Section 134(3)(a) of the Companies Act, 2013, an extract of the annual return in the prescribed format is annexed as "Annexure - A" to this report.

9. Particulars of Contracts or Arrangement made with Related Parties

The Board of Directors of the Company has formulated a policy on materiality of related party transactions and also on dealing with related party transactions pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the same is available on the website of the Company at www.spicejet.com in ‘Investor section.

All related party transactions that were entered into during the financial year under review were on arms length basis and were in the ordinary course of business. All related party transactions have been placed before the Audit Committee and Board for their approval as per the provisions of the Companies Act, 2013. No material related party transactions (i.e. transactions exceeding the thresholds as defined under the Companies Act, 2013), were entered during this financial year by the Company. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Companies Act, 2013 in Form AoC-2 is not applicable.

10. Particulars of Loans, Guarantees or Investments under Section 186 of the Companies Act, 2013

The Company has not granted any loan, given guarantee or security or made investment under the provisions of Section 186 of the Companies Act, 2013 during the financial year under review except as follows:

(a) As on March 31,2020, the Company has made an investment of Rs 0.10 million each in equity shares of its wholly owned subsidiaries namely SpiceJet Merchandise Private Limited, SpiceJet Technic Private Limited, Canvin Real Estate Private Limited; SpiceJet Interactive Private Limited; Spice Club Private Limited; Spice Shuttle Private Limited; SpiceXpress and Logistics Private Limited; and

(b) As on March 31, 2020, the Company has an investment of Rs 0.50 million in class B-shares of Aeronautical Radio of Thailand Limited to become member airline for availing advantageous rate on air navigation charges in Thailand.

As on March 31,2020, the Company has also provided loan of (a) Rs 257.01 million to SpiceJet Merchandise Private Limited, (b) Rs 64.60 million to SpiceJet Technic Private Limited, and (c) Rs 238.70 million to Canvin Real Estate Private Limited.

Loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 form part of the notes to the financial statements provided in this Annual Report.

11. Subsidiaries

As on March 31, 2020, following are the subsidiaries of the Company:

S. No. Name Business Activity
1. SpiceJet Merchandise Private Limited Business of consumer merchandise and goods through various channels
2. SpiceJet Technic Private Limited Engineering related service including but not limited to maintenance, repair and overhaul services of aircraft and its parts
3. Canvin Real Estate Private Limited Real estate
4. SpiceJet Interactive Private Limited Information and communication technology
5. Spice Club Private Limited Loyalty and rewards programme management
6. Spice Shuttle Private Limited Charter operation by aeroplanes and/or helicopters
7. SpiceXpress and Logistics Private Limited Cargo transportation and logistics

In order to ensure governance of material subsidiary companies, the Board of Directors of the Company has adopted the policy and procedures for determining ‘material subsidiary companies in accordance with the provisions of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015 and the same is available on the website of the Company at www.spicejet.com in ‘Investor section.

During the year, the Board of Directors reviewed the affairs of the subsidiaries. In accordance with Section 129(3) of the Companies Act, 2013, the Company has prepared the consolidated financial statements of the Company, which form part of this Annual Report. Further, a statement containing the salient features of the financial statements of the subsidiaries in the prescribed format AOC-1 is annexed as "Annexure - B" to the Boards report. The statement also provides details of the performance and financial position of each of the subsidiaries.

In accordance with Section 136 of the Companies Act, 2013, the audited financial statements including the consolidated financial statements and related information of the Company and audited accounts of each of its subsidiaries are available on the website of the Company at www.spicejet.com in ‘Investor section.

12. Number of Meetings of the Board

During the financial year ended March 31, 2020, four (4) board meeting were held, the details of which are given in the Corporate Governance Report that forms part of this report. The intervening gap between any two meetings was within the period prescribed under the Companies Act, 2013.

13. Directors Responsibility Statement

The financial statements are prepared in accordance with the Indian Accounting Standards (Ind AS). The Ind AS are prescribed under Section 133 of the Companies Act, 2013 read with Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015.

In terms of Section 134(5) of the Companies Act, 2013, in relation to the audited financial statements of the Company for year ended March 31,2020, the Directors of your Company hereby state that:

(a) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

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

(c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) the Directors have prepared the Annual Accounts of the Company on a ‘going concern basis;

(e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

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

14. Reporting of Frauds by Auditors

During the year under review, neither the statutory auditors nor the secretarial auditor has reported to the audit committee under Section 143 (12) of the Companies Act, 2013, any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the Boards report.

15. Corporate Governance and Management Discussion and Analysis

Pursuant to Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a detailed report on the Management Discussion and Analysis and Corporate Governance Report along with Practicing Company Secretarys Certificate regarding compliance of conditions of corporate governance forms an integral part of this report.

16. Particulars of Employees

The Companys goal is to stay invested in employees growth, provide them with development opportunities, recognise their efforts and enable them to absorb our value system. The Company focus on the workplace that promotes a transparent and participative organisation culture.

The Company has constituted an internal committee to consider and resolve all sexual harassment complaints reported by women and has also adopted a policy as per the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. All employees (permanent, contractual, temporary, trainees) are covered under this policy. During the financial year 2019-20, 19 complaints were received under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and as on March 31,2020, 6 complaints were pending for its disposal.

The ratio of the remuneration of each Director to the median remuneration of the employees of the Company and other details in terms of Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are forming part of this report and annexed as "Annexure - C".

The statement containing particulars of employees as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this report. In terms of the provisions of Section 136(1) of the Companies Act, 2013 read with the rules made thereunder, this report is being sent to all members of the Company excluding the said annexure. Any member interested in obtaining a copy of the annexure may write to the Company.

17. Employees Stock Option Scheme

The members of the Company in its 33rd Annual General Meeting held on November 27, 2017 has approved ‘SpiceJet Employee Stock Option Scheme - 2017 for grant of ten million stock options representing ten million equity shares of Rs 10 each. During the year under review 14,75,000 grant has been made to eligible employees under this scheme.

There has been no material variation in the terms of the options granted under this scheme and this scheme is in compliance with the SEBI (Share Based Employee Benefits) Regulations, 2014. The details of this scheme including terms of reference and requirement specified under Regulation 14 of the SEBI (Share Based Employee Benefits) Regulations, 2014 is available on the website of the Company at www.spicejet.com in ‘Investor section.

18. Corporate Social Responsibility

We believe that growth and development are effective only when they result in wider access to opportunities and benefit a broader section of society. With an objective of socioeconomic development in India, the Board of Directors of the Company has adopted a Corporate Social Responsibility ("CSR") Policy which is available on the website of the Company at www.spicejet. com in ‘Investor section.

The Company has also constituted CSR Committee comprising of Mr. Ajay Aggarwal as Chairperson and Mr. Ajay Singh and Mrs. Shiwani Singh as Member which inter-alia monitors the Companys CSR Policy and recommend the amount of CSR expenditure. During the year under review, the CSR Committee met once on February 14, 2020 with necessary quorum being present at the meeting.

Working in close harmony and partnering with various organisations who have done phenomenal work in this field, the Company has undertaken several initiatives in various areas including education, destitute care and rehabilitation, healthcare and rural development in line with the CSR Policy and are in accordance with Schedule VII of the Companies Act, 2013. As per Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014, annual report on CSR activities is annexed as "Annexure - D" and forms an integral part of this Report.

19. Conservation of Energy and Technology Absorption

Conservation of Energy: The management is highly conscious of the criticality of the conservation of energy at all operational levels particularly of aviation turbine fuel which is leading source of energy for aviation activity. Adequate measures are taken to reduce energy consumption whenever possible by using energy efficient equipment and technology infusion. These measures among other includes maintenance of engine and airframe, flight planning, training to operational staff, regular analysis etc.

Technology absorption: The Company has used information technology comprehensively in its operations, for more details please refer to Section 9 (Information Technology) of Management Discussion and Analysis.

20. Green Initiatives

The electronic copies of the Annual Report 2019-20 are sent to all members of the Company whose email addresses are registered with the Company/Depository Participant(s). To support this green initiative and to receive all communications of the Company on email, members are requested to register their email addresses with M/s. KFin Technologies Private Limited (Registrar and Share Transfer Agent), if shares are held in physical mode or with their depository participants, if the holding is in electronic mode.

21. Statutory Auditors

(a) The present Statutory Auditors of the Company, M/s. S.R. Batliboi & Associates LLP, Chartered Accountants (ICAI Firm Registration No: 101049W/E300004), will hold office until the conclusion of this Annual General Meeting. The Board of Directors on the recommendations of the Audit Committee, had recommended the appointment of M/s. Walker Chandlok & Co LLP, Chartered Accountants, (ICAI Firm Registration No.: 001076N/N500013) as the Statutory Auditors of the Company for approval of the members of the Company. The proposed Statutory Auditors shall hold office for a period of five consecutive years from the conclusion of this Annual General Meeting till the conclusion of forty first Annual General Meeting of the Company.

(b) In accordance with Section 134(3)(f) of the Companies Act, 2013, information and explanations to various comments made by the Statutory Auditors in their Report to the members are mentioned in the Notes to the Accounts, which form part of the financial statements for the year ended March 31,2020.

22. Secretarial Auditors

(a) Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company appointed Mr. Mahesh Kumar Gupta, Practicing Company Secretary to undertake the Secretarial Audit of the Company for financial year ended on March 31,2020. The Report of the Secretarial Auditor is annexed as "Annexure - E" to this Report.

In accordance with Section 134(3)(f) of the Companies Act, 2013, response (wherever necessary) to the observations in the Secretarial Audit Report are as under:

Para 2 of the observation: The Company is still looking for a suitable candidature for woman independent director and after finalization of such candidature, the Company will file necessary application for security clearance of such candidature as mandated by Civil Aviation Requirements of Ministry of Civil Aviation.

Para 3 of the observation: In view of the uncertainties involved in the matter, management believes that the manner, timing and other related aspects of adjustment of these amounts, are currently not determinable. Based on their assessment and legal advice obtained, management is of the view that any possible consequential effects, including penal consequences and any compounding thereof, will not have a material impact on the financial statements.

(b) In terms of Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with SEBI Circulars bearing nos. CIR/CFD/CMD1/27/2019 and CIR/CFD/CMD1/114/2019 dated February 8, 2019 and October 18, 2019 respectively, the Secretarial Auditor has also issued a Secretarial Compliance Report for the year ended March 31,2020.

23. Secretarial Standards

The Company complies with all applicable mandatory secretarial standards issued by the Institute of Company Secretaries of India.

24. Business Responsibility Report

Regulation 34 (2)(f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandate the inclusion of Business Responsibility Report as part of Annual Report for top 500 listed entities based on market capitalisation. In compliance with the said Regulation, we have annexed the Business Responsibility Report for financial year ended March 31,2020 as "Annexure - F".

25. Foreign Exchange Earnings & Outgo

The details of Foreign Exchange earnings and outgo for the financial year ended March 31,2020 are set out below:

Particulars Amount (Rs in millions)
Foreign Exchange Earnings 10,459
Foreign Exchange Outgo 51,131

26. Internal Financial Controls and Risk Management Policy

Your Company has aligned its systems of internal financial control with the requirement of Companies Act 2013. This is intended to increase transparency and accountability in the organisation process of designing and implementing a system of internal control. The framework requires a company to identify and analyse risks and manage appropriate responses. The company has successfully laid down the framework and ensured its effectiveness.

Your Company also recognises that risk is an integral part of business and is committed to managing the risks in a proactive and efficient manner. The Company has established a framework to actively manage all the material risks faced by the Company, in a manner consistent with the Companys strategy. This covers all business risks including strategic risk, operational risks including fraud and cyber risks, foreign exchange risk, fuel price risk and financial risks. The Company has laid down procedures to inform Board of Directors about risk assessment and minimisation procedures. These procedures are periodically reviewed to ensure that executive management is controlling risks through properly defined framework. The system of risk assessment and follow-up procedure is in place and considering its increased operations, the Company continues to reassess its risk management plan from time to time.

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, the work performed by the Internal Auditor, Statutory Auditors and Secretarial Auditor and external consultants, including the audit of internal financial controls over financial reporting by the Statutory Auditors and the reviews performed by management and the relevant Board Committees including the Audit Committee, the Board is of the opinion that the Companys internal financial controls were adequate and effective during the year ended March 31,2020.

The Company has a Risk Management Committee to identify elements of risk in different areas of operations; the details of the Risk Management Committee are included in the Corporate Governance Report.

27. Acknowledgement

We thank our valued customers, partners, vendors, investors and bankers for their continued confidence and support during the year and playing a significant role in the continued business excellence achieved by the Company. We place on record our appreciation of the contribution made by our employees at all fronts. Our consistent growth was made possible by their hard work, solidarity, cooperation and support.

We thank governments of various countries where we have our operations. We thank the Government of India particularly the Ministry of Civil Aviation, Ministry of Corporate Affairs, Ministry of Finance, Directorate General of Civil Aviation and other regulatory authorities for their cooperation, support and guidance.

For and on behalf of the Board
Sd/-
Place: Gurugram Ajay Singh
Date : November 11,2020 Chairman & Managing Director