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Interglobe Aviation Ltd.

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VOLUME 50054
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OPEN 1075.00
CLOSE 1085.75
VOLUME 50054
52-Week high 1520.00
52-Week low 891.10
P/E 28.26
Mkt Cap.(Rs cr) 41,243
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Interglobe Aviation Ltd. (INDIGO) - Director Report

Company director report

Dear Shareholders

Your directors have pleasure in presenting their fourteenth report on the business andoperations of InterGlobe Aviation Limited (the "Company" "IndiGo" or"We") for the financialyear ended March 31 2017.

Financial statements and results

1. Financial Performance

The Company's financial performance for the year ended March 31 2017 is summarisedbelow: (Rupees in millions) (except earnings per share)

Particulars 2016-17 2015-16
Revenue from operations 185805.00 161399.09
Other Income 7890.70 5151.21
Total Income 193695.70 166550.30
Profit before tax 21443.40 28235.07
Current Tax (4911.51) (7303.93)
Deferred tax (credit) / charge 59.99 (1069.53)
Profit after Tax (PAT) 16591.88 19861.61
Other Comprehensive Income net of Tax (21.72) (12.68)
Total Comprehensive Income 16570.16 19848.93
Earnings per equity shares of the face value of Rs. 10 each
Basic (Rs.) 45.94 58.06
Diluted (Rs.) 45.85 56.39

2. Results of operations

The total income increased from Rs. 166550.30 million to Rs. 193695.70 millionthereby registering an increase of 16.30% over the previous financial year. The Profitafter tax decreased from Rs. 19861.61 million to Rs. 16591.88 million a declineof 16.46% over the previous financial year. For details please refer to the financialstatements forming part of this Annual Report.

3. Dividend

Your Directors are pleased to recommend a final dividend of Rs. 34 per equity share ofthe face value of Rs.10 each for the financial year ended March 31 2017.

The Final Dividend subject to the approval of the Members at the forthcoming AnnualGeneral Meeting will be paid to the Members whose names appear in the Register ofMembers/ Register of beneficial owner as on the record date fixed for this purpose. Thetotal estimated amount of dividend payable if approved by the shareholders based on thecurrent paid up share capital of the Company is Rs. 12294.38 million (excluding corporatedividend tax).

4. Adoption of Indian Accounting Standards (Ind AS)

The Company has adopted Indian Accounting  Standards (Ind AS) with effect fromApril 01 2016 with transition date of April 01 2015 pursuant to notification issued byMinistry of Corporate Affairs dated February 16 2015 notifying the Companies (IndianAccounting Standard) Rules 2015. Accordingly the standalone financial statements of theCompany and the consolidated financial statements of the Company with its subsidiary forthe financial year ended March 31 2017 have been prepared in accordance with Ind AS asprescribed under Section 133 of the Companies Act 2013 (the "Act") read withthe relevant rules made thereunder and other accounting principles generally accepted inIndia.

Operational performance

During the year under review the fleet size of the Company increased from 107 aircraftto 131 aircraft including 19 A320neos. As at the end of the year the Company wasoperating in 44 destinations including 6 international destinations. The Company had aTechnical Dispatch Reliability of 99.89% on-time performance of 79.70% at four key metrosand flight cancellation rate of 0.71%. A detailed analysis of operational performance isgiven in the Management Discussion and Analysis Report forming part of this Annual Report.

The Company has signed a term sheet with Avions de Transport Regional G.I.E. (ATR) forthe purchase of 50 ATR 72-600 aircraft with the flexibility to reduce the number ofaircraft deliveries based on certain conditions. This term sheet is subject to reaching amutually satisfactory final purchase agreement. The Company plans to launch its turbopropoperation at the end of calendar 2017 and expects to induct upto 20 ATR aircraft byDecember 2018.

Material changes

1. Incorporation of a wholly owned subsidiary

On February 14 2017 Agile Airport Services Private Limited (‘Agile') wasincorporated as a wholly owned subsidiary of the Company for the purpose of carrying outthe work of ground handling and other allied services at the airports having paid upcapital of Rs. 100000 divided into 10000 equity shares of Rs. 10 each. Agile is yet tocommence its business operations.

In accordance with section 129(3) of the Act the Company has for the first timeprepared the consolidated financial statements of the Company with its subsidiary for thefinancial year ended March 31 2017 which forms part of this Annual Report.

2. Increase in share capital

During the year under review the Company issued 1111819 equity shares of the facevalue of Rs. 10 each to the employees upon exercise of stock options vested underInterGlobe Aviation Limited Tenured Employees Stock Option Scheme 2015 (Scheme-I).Consequently the issued subscribed and paid up capital of the Company increased from360356544 equity shares to 361468363 equity shares of Rs. 10 each aggregating to Rs.3614.68 million as on March 31 2017.

Further during the current financial year 2017-18 till the date of this report theCompany has issued 130952 equity shares of the face value of Rs. 10 each to the employeesupon exercise of stock options vested under InterGlobe Aviation Limited Employees StockOption Scheme 2015 (Scheme-II). Consequently the issued subscribed and paid up capitalof the Company has increased to 361599315 equity shares of Rs. 10 each aggregating toRs. 3615.99 million.

3. Utilisation of IPO proceeds

During the financial year 2015-16 the Company had completed its Initial Public Offer("IPO") pursuant to which 39464562 equity shares of Rs. 10 each wereallotted at an issue price of Rs. 765 consisting of fresh issue of 16640544 equityshares and an offer for sale of 22824108 equity shares by selling shareholders. Out ofthe fresh issue of 16640544 equity shares 104790 equity shares were issued to eligibleemployees at a discount of 10% to issue price and the remaining 16535754 equity shareswere issued to public. The equity shares of the Company were listed on NSE and BSE onNovember 10 2015.

As per the terms set out in the prospectus on "Utilisation of Net Proceeds"the Company was required to utilise IPO proceeds amounting to Rs. 12091 million (net offresh issue related expenses) (including service tax)) to retire certain outstandingfinancing lease liabilities and consequent acquisition of aircrafts purchase of groundsupport equipment for our airline operations and general corporate purposes. During theyear under review the Company had utilised the entire IPO proceeds. Please refer note 39to the notes to accounts to the financial statements as annexed to this Annual Report.

The Company had appointed HDFC Bank Limited as the Monitoring Agency of the IPO. Incompliance of Regulation 32 of the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 (the "ListingRegulations") the Company had received Monitoring Report from HDFC Bank Limitedconfirming utilization of entire IPO proceeds as on March 31 2017.

4. Employee stock option scheme

The Company had adopted two Employees Stock Option Schemes namely InterGlobe AviationLimited Tenured Employees Stock Option Scheme 2016 (Scheme - I) and InterGlobe AviationLimited Employee Stock Option Scheme 2015 (Scheme II) pursuant to the approval of theshareholders of the Company at its extraordinary general meeting held on June 25 2015.The Scheme II was further amended by the shareholders through special resolution passed bypostal ballot on September 07 2016. The Schemes were framed to recognise the efforts madeby employees towards the growth and success of the Company and to bring employeesparticipation in the growth and prospects of the Company. The Compensation Committee ofthe Board of Directors ("Board") administers and monitors the Scheme - I andScheme - II.

During the year under review all 1111819 stock options granted under the Scheme - Iwere vested and exercised by the employees to convert into equivalent number of equityshares of the Company. Further during the current year 2017-18 till the date of thisreport 130952 vested stock options granted under Scheme-II were exercised by theeligible employees to convert into equivalent number of equity shares of the Company.

Details of the stock options granted under Scheme- I and Scheme- II and otherdisclosures in compliance with Section 62 of the Act read with Rule 12 of Companies (ShareCapital and Debentures) Rules 2014 and SEBI (Share Based Employee Benefits) Regulations2014 are uploaded on the website of the Company at No employee has been issued stock options equal toor exceeding 1% of the share capital of the Company.


1. Public deposits

During the year under review the Company has not accepted any deposits under Section73 of the Act and as such no amount on account of principal or interest on publicdeposits was outstanding as of March 31 2017.

2. Particulars of loans investments guarantees

Details of loans guarantees and investments covered under Section 186 of the Act readwith the Companies (Meetings of Board and its Powers) Rules 2014 as on March 31 2017are given at note no. 5 and 6 of the notes to accounts to the financial statements formingpart of this Annual Report

3. Report on the performance and financial position of subsidiary

A report on the performance and financial position of the subsidiary as per Section129(3) of the Act in the prescribed format AOC 1 is annexed to the consolidated financialstatements and hence not repeated here for the sake of brevity. The Company has adopted apolicy on material subsidiaries pursuant to Regulation 16(1)

(c) of the Listing Regulations. The same is available on the website of the Company at content/indigo/airlines/en/information/investor-relations.html?linkNav=investor-relations_footer

4. Related party transactions

All related party transactions are placed before the Audit Committee for review andapproval. All the transactions entered into by the Company during the year 2016-17 were onan arm's length basis and in the ordinary course of business. During the year underreview the Company had not entered into any transaction with its related party whichcould be considered material requiring approval of the Board/Shareholders in accordancewith the policy of the Company on materiality of related party transactions Accordinglythe disclosure of Related Party Transactions as required under Section 134(3)(h) of theAct in Form AOC -2 is not applicable.

The Policy on related party transactions as approved by the Board is available on thewebsite of the Company at https://

The details of related party transactions are given at note no. 35 of the notes toaccounts to the financial statements forming part of this Annual Report.

5. Management discussion and analysis report

The Management's Discussion and Analysis Report on Company's operational performanceindustry trends and other required details prepared in compliance of Regulation 34 of theListing Regulations forms part of this Annual Report.

6. Business responsibility report

A Business responsibility Report as per Regulation 34 of the Listing Regulationsdealing with the various initiatives taken by your Company on the environmental socialand governance front forms part of this Annual Report.

7. Corporate governance report

The Company has adopted good governance practices and lays strong emphasis ontransparency accountability and integrity. The Company has adopted the policies in linewith governance requirements including Policy on Related Party Transactions Policy onMaterial Subsidiaries Policy for Materiality of Information and Events Corporate SocialResponsibility Policy and Whistle Blower Policy and Vigil Mechanism. These policies areavailable on the website of the Company at

In compliance with the provisions of Regulation 34(3) of the Listing Regulations aseparate report on Corporate Governance together with a Certificate from the SecretarialAuditors of the Company regarding compliance of conditions of Corporate Governance asstipulated under the Listing

Regulations forms part of this Annual Report.

8. Segment reporting

Operating segments are reported in a manner consistent with the internal reportingprovided to the Chief Operating Decision Maker ("CODM") as required under Ind AS108.

The CODM is considered to be Board who makes strategic decisions and is responsible forallocating resources and assessing performance of the operating segments.

The principal activities of the Company comprises of Air Transportation operating inDomestic and International sectors. Accordingly the Company has two reportable segmentsconsisting of Domestic air transportation within India and International airtransportation outside India.

9. Disclosure of Internal Financial Control and their adequacy The Company has anadequate Internal Financial Control (IFC) system which ensures that the transactions areauthorised recorded and reported correctly. The Company's IFC system has been designed toprovide reasonable assurance regarding the following:

Effectiveness and efficiency of Operations

Adequacy of safeguards for assets

Prevention and detection of frauds and errors

Accuracy and completeness of the accounting standards (Ind AS)

Timely preparation of financial statements

The Company's IFC system also comprises due compliances with Company`s policies andStandard Operating Procedures (SOP`s) and is subject to periodic testing by the managementof the Company.

10. Corporate social responsibility

At IndiGo we bring to our Corporate Social Responsibility ("CSR")engagement the same seriousness that we do to our core business. IndiGoReach our CSRprogram is based on shared values responsible business and exposure to voluntary socialactivities. We truly believe that it's not just the funds but true intentions and actionsthat go a long way. We focus on the identified areas that have long term and sustainableimpact on the society by having a holistic approach towards all our Projects which helpthe beneficiaries in attaining sustainability in long run.

IndiGoReach focuses on three of the most under-addressed areas in India marked byinequity and the potential to create the biggest catalytic impact in the shortest time thesocio-economic status of women from backward sections; the educational and holisticdevelopment of children; the implementation of environment friendly practices; providingdisaster relief in affected areas.

During the year under review the Company was engaged in 33 CSR projects. An AnnualReport on CSR activities undertaken during the year under review in accordance withSection 135 of the Act read with the CSR rules made thereunder and the CSR Policy of theCompany is annexed to this Report as Annexure A. The policy is uploaded at the website ofthe Company at

Disclosures relating to Board and Committees

1. Board meetings

During the year under review eight meetings of the Board of the Company were held. Fordetails kindly refer to the "Report on Corporate Governance" forming part ofthis Annual Report.

2. Committees of the Board

A detailed note on the Board and its Committees is provided in the "Report onCorporate Governance" forming part of this Annual Report. As on March 31 2017 theBoard has the following standing Committees;

i. Audit Committee

ii. Nomination and Remuneration Committee*

iii. Corporate Social Responsibility Committee

iv. Stakeholders' Relationship Committee

v. Compensation Committee *

vi. Risk Management Committee

*The Board of Directors of the Company at its meeting held on June 21 2017 combinedthe terms of reference of the Compensation Committee with the Nomination and RemunerationCommittee. Thereafter the Compensation Committee was dissolved.

For details of the terms of reference meetings held during the year membership andattendance of the members at the meetings of the above Committees of the Board kindlyrefer to the "Report on Corporate Governance" forming part of this AnnualReport.

3. Board evaluation

Pursuant to applicable provisions of the Act and the Listing Regulations the Board hascarried out the performance evaluation of all the Directors (including IndependentDirectors) on the basis of recommendation of Nomination and Remuneration Committee and thecriteria formulated for the performance evaluation.

The evaluation of the Board of and the various committees was made on the basis of thefollowing assessment criteria: (i) Adequacy of the constitution and composition of the

Board and its Committees

(ii) Understanding of the Company's principles values philosophy and missionstatement

(iii) Matters addressed in the Board and Committee meetings (iv) Effectiveness of theBoard and its Committees in providing guidance to the management of the Company

(v) Processes followed at the meetings

(vi) Board`s focus regulatory compliances and Corporate Governance

The performance of the Committees was also evaluated by the members of the respectiveCommittees on the basis of the Committee effectively performing the responsibility asoutlined in its Charter/Terms of reference.

Similarly the evaluation of the Independent Directors and other individual Directors'performance was made by the entire Board on the basis of the following assessmentcriteria:

(i) Attendance and active participation in the Meetings

(ii) Contribution in Board and Committee Meetings

(iii) Execution and performance of specific duties obligations regulatory compliancesand governance

The Board members had submitted their response for evaluating the entire Board andrespective Committees of which they are members.

4. Meeting of Independent Directors

The Independent Directors of the Company had met separately on March 31 2017 withoutthe presence of Non-Independent Directors and the members of management.

However the Company Secretary and Chief Compliance Officer of the Company was presentin the meeting. The Independent Directors discussed inter-alia the performance ofNon-Independent Directors and Board as a whole and the performance of Chairman of theBoard and assessment of the quality quantity and timeliness of the flow of informationbetween the Company and the Board that was necessary for effective performance of dutiesof the Board.

Auditors and their reports

1. Statutory Auditors and their Report

M/s B S R & Co. LLP Chartered Accountants (Registration No. 101248W/ W-100022)were appointed as Statutory Auditors of the Company at the Annual General Meeting held onSeptember 08 2014 for a term of five consecutive years. As per the provisions of Section139 of the Act the appointment of Statutory Auditors is required to be ratified by themembers at every Annual General Meeting of the Company. The Statutory Auditors havesubmitted a certificate as required under Section 139(1) of the Act to the Companystating that they satisfy the criteria provided in section 141 of the Act.

The Reports given by the Statutory Auditors on the financial statements of the Companyand the consolidated financial statements of the Company and its subsidiary for thefinancial year ended March 31 2017 form part of this Annual Report. There has been noqualification reservation or adverse remarks made by Statutory Auditors in their Reports.The Statutory Auditors have not reported any frauds to the Audit Committee under Section143(12) of the Act.

2. Secretarial Auditors and their Report

Pursuant to Section 204 of the Act read with relevant rules the Company had appointedSanjay Grover & Associates Practicing Company Secretaries as Secretarial Auditors ofthe Company for the financial year 2016-17.

The Secretarial Audit Report issued by the Secretarial Auditors in the prescribed formMR-3 is attached as Annexure - B to this Report. There have been no qualificationsreservations or adverse remarks made by the Secretarial Auditors in their Report whichcalls for any explanation from the Board.

Disclosures relating to the Directors Key Managerial

Personnel and Policies

1. Directors

Mr. Devadas Mallya Mangalore (DIN: 01804955) was reappointed as the Chairman andIndependent Director and Dr. Anupam Khanna (DIN: 03421015) was reappointed as managementIndependent Director for a period of five years effective from March 27 2017 throughspecial resolutions passed by the shareholders of the Company at the last Annual GeneralMeeting held on September 21 2016.

Mrs. Rohini Bhatia (DIN 01583219) retires by rotation and being eligible has offeredherself for re-appointment at the ensuing Annual General Meeting of the Company.

The Independent Directors of the Company have given declarations that they meet thecriteria of independence as laid down under Section 149(6) of the Act read with Regulation16(1)(b) of the Listing Regulations. The details of familarisation programmes forIndependent Directors for the financial year 2016-17 are uploaded on the website at

None of the Directors of the Company is disqualified to act as a Director under Section164(2) of the Act.

2. Key Managerial Personnel

During the year under review Mr. Rohit Philip joined the Company as the ChiefFinancial Officer effective July 18 2016 succeeding Mr. Pankaj Madan who left theCompany effective from July 17 2016. Mr. Sanjay Gupta joined the Company as the CompanySecretary and Chief Compliance Officer effective August 18 2016 succeeding Mr. SureshKumar Bhutani who left the Company effective July 15 2016. The Board took on record theresignation of Mr. Pankaj Madan and Mr. Suresh Kumar Bhutani and appreciated their sincereefforts and contributions towards the success of the Company.

3. Whistle Blower Policy / Vigil Mechanism

In compliance with the requirements of the provisions of Section 177 of the Act readwith Regulation 22 of the

Listing Regulations the Board has established a vigil mechanism for directorsemployees and other stakeholders to disclose instances of wrongdoing in the workplace andreport instances of unethical behavior actual or suspected fraud or violation of theCompany's Policies. The Audit Committee periodically reviews the status of complaintsreceived under this policy on a quarterly basis. The policy is available at the website ofthe Company at details kindly refer to the Report on Corporate Governance forming part of thisAnnual Report.

4. Remuneration Policy

The Board on the recommendation of the Nomination & Remuneration Committee frameda policy "InterGlobe Aviation Limited Nomination and Remuneration Policy"relating to the remuneration of the Directors Key Managerial Personnel and otheremployees. The policy is uploaded at the website of the Company at

5. Risk Management

The Company's risk management policies are established to identify and analyse therisks faced by the Company to set appropriate risks limits and controls and to monitorrisks and adherence to limits. Risk management policies are reviewed regularly to reflectchanges in market conditions and the Company's activities.

The Board of the Company has constituted a Risk

Management Committee to frame implement and monitor the risk management plan for theCompany. The Risk Management Committee is responsible for reviewing the risk managementpolicies and ensure its effectiveness.

6. Prevention and prohibition of sexual harassment of women at work place At IndiGo weare committed to provide a healthy work environment that is free of discrimination andunlawful harassment and that enables employees to work without fear of prejudice genderbias and sexual harassment. Keeping with this commitment IndiGo expressly and strictlyprohibits any form of employee harassment based on race color religion sex nationalorigin age disability sexual orientation or status in any group protected by state orlocal law. The Company has always endeavored for providing a better and safe environmentfree of sexual harassment at all its work places. In compliance with the Sexual Harassmentof Women at Workplace (Prevention

Prohibition and Redressal) Act 2013 and Rules made thereunder the Company continuedconducting workshops and awareness programs for sensitising the employees with theprovisions of the aforesaid Act.

As per the requirement of the aforesaid Act and Rules made thereunder the Company hasconstituted an Internal

Complaints Committee. During the year under review 4 complaints were received by theCompany and the same were investigated and resolved as per the provisions of the Act.

Awards and accolades

During the year under review the Company won multiple awards and recognitions bothinternational and national. Some of the significant awards include:

• Awarded the "Best Low Cost Airline in India/ Central Asia" for theseventh successive year at the 2016 Skytrax World Airline Awards.

• Awarded "Best Low Cost Airline Domestic" for the year 2015-16 by theAir Passengers Association of India (APAI).

• Awarded "The Emerging Company of the year 2016" for CorporateExcellence at the Economic Times Awards.

• Awarded "Company of the Year" at Business Standard Award for CorporateExcellence 2016.

Awarded one of the leading "On-Time Performers in the Asia Pacific region" byFlightStats. Inc in the 8th Annual Airline On-Time Performance Service Awards January2017.

Received an Order of Merit for its outstanding financial performance and profitabilityin FY16 by Center for Asia Pacific Aviation India Private Limited (CAPA).

Won "TripAdvisor Travelers Choice Award" (Airline).

Awarded "Aon Best Employers India 2017" for two years in a row.

Won "The Better Holiday Awards" and "India's Favorite Budget Airline ForHolidays" by Holiday IQ.

Won "Best Operational Excellence" award in the category of large operators byAirbus for the second consecutive time globally outperforming 46 international airlinesof repute.

Awarded "Passenger Airline of the Year - Domestic" "Customer ChoiceAirline of the Year - Domestic" and the "Domestic Airline of the Year forCargo" by Bangalore International Airport Limited (BIAL) Pinnacle Awards May 2017

Other Disclosures

1. Extract of Annual Return

The extract of annual return in Form MGT -9 as required under Section 92(3) of the Actread with Rule 12 of the Companies (Management and Administration) Rules 2014 is appendedas Annexure - C to this Report.

2. CEO and CFO Certificate

A Certificate of the President and Whole Time Director and Chief Financial Officer ofthe Company in terms of the Listing Regulations inter-alia confirming the correctness ofthe financial statements and cash flow statements adequacy of the internal controlmeasures and reporting of matters to the Audit Committee / Board forms part of thisReport.

3. General Disclosures

Pursuant to the Act and the Listing Regulations the Board hereby confirms that duringthe year under review;

The Company has not issued any equity shares with differential rights as to dividendvoting or otherwise.

The Company has not issued shares (including sweat equity shares) to the employees ofthe Company under any scheme save and except Scheme I as referred in this Report.

There are no significant material orders passed by the Regulators or Courts andTribunals impacting the going concern status of the Company and its operations in future.

Directors' Responsibility Statement

Pursuant to Section 134(3)(c) of the Act the Board hereby confirms:

(a) That in the preparation of the Annual Accounts the applicable Accounting Standardshad been followed along with proper explanation relating to material departures;

(b) That they had selected such accounting policies and applied them consistently andmade judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of the affairs of the Company at the end of the financial year andof the profitof the Company for that period;

(c) That they have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

(d) That they have prepared the annual accounts on a going concern basis;

(e) That they have laid down internal financial controls to be followed by the Companyand such internal financial controls are adequate and operating effectively; and

(f) That they have devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.

Particulars of employees

The Company had 14604 permanent employees as on March 31 2017. The disclosurespertaining to remuneration and other information as required under Section 197(12) of theAct read with Rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 form part of this Report and is appended as Annexure - D.

The information required pursuant to Section 197(12) of the Act read with Rule 5(2) and5(3) of the aforesaid Rules forms part of this Report and will be furnished to theshareholders on request.

Conservation of energy technology absorption

At IndiGo we are committed to running fuel and emission efficient operations. Thisendeavor entails the Company's continuous commitment towards conservation of energy and anardent proclivity to engage in newer technological advances.

The flight operating procedures of the Company are designed with focus on fuelefficiency and passenger safety. The average age of our aircraft was 5.17 years as ofMarch 31 2017 which is one of the youngest fleets of any Low Cost Carrier globally. Ayoung fleet is more fuel efficient than an older fleet. The Company actively seeks tomaintain a young fleet because it helps us to mitigate against technological obsolescenceand achieve better reliability in terms of aircraft performance lower maintenance costsimproved fuel-efficiency higher flight dispatch reliability and passenger appeal.

Fuel consumption is directly proportional to the weight of an aircraft. The Company hassought to reduce the weight of the aircraft by selecting lighter seats and by choosing tonot have in-flight entertainment system.

The Company has also adopted conservation of fuel consumption policies which areinculcated in all pilots and engineering staff training procedures.

The Company provides an adequate fuel for sectors after evaluating various traffictrends thus avoiding any additional/unnecessary fuel upliftment installing software foraccurate flight planning which provides accurate maps and most efficient flight pathrestricting the use of auxiliary power units employing continuous descent approaches andeconomy cruise speeds minimising aircraft weight by removing unnecessary equipment andoptimising engine settings for take-off and climb.

Additionally the Company has also adopted fuel policies designed to reduce costs onthe ground including the use of the Eco-Power Engine Wash process for our engines the useof ground equipment in place of aircraft auxiliary power units which consumes more fueluse of single engine for taxing on ground and other engineering/operations protocols.These policies are all designed to optimise fuel consumption reduce carbon footprint andthereby finally reducing costs.

The A320 aircraft delivered by Airbus to the Company since January 2013 have beenequipped with "sharklets" and consume less fuel than aircraft without sharkletsbecause of its improved aerodynamic efficiency. All the A320 aircraft delivered to ussince September 2008 use International Aero Engines SelectOne engines. These engines usevarious technological advancements to reduce aircraft fuel consumption compared toprevious IAE engines.

The Company had ordered 430 Airbus A320neo aircraft 22 of which have been deliveredtill June 2017. These new generation A320neo aircraft which have introduced revolutionaryengine enhancements are up to 15% more fuel efficient than the current A320 aircraft(without sharklets). In the last one year 19 in service A320neo aircraft have operated20541 flights thereby reducing carbon emissions by 29.5T during the year.

Foreign exchange earnings and outgo

The details of Foreign Exchange earnings and outgo for the year ended March 31 2017are set out below;

Particulars Amount (Rs. in millions)
Foreign Exchange Earnings 15694.70
Foreign Exchange Outgo 57004.30

Green initiative

Electronic copies of the Annual Report for the financial year 2016-17 will be sent toall the Members whose email addresses are registered with the Company / depositoryparticipant(s) and have not opted for receiving physical copies of the Annual Report. TheAnnual Report will be sent to other Members through permitted mode.

Appreciations and acknowledgements

We place on record our appreciation of the contribution made by our employees at alllevels. Our consistent growth was made possible by their solidarity cooperation andsupport.

We also take this opportunity to thank all Investors Clients Vendors BanksGovernment and Regulatory Authorities and Stock exchanges for their continued support.

On behalf of the Board of Directors of InterGlobe Aviation Limited
Devadas Mallya Mangalore Aditya Ghosh
Chairman President and Whole Time Director
(DIN 01804955) (DIN 01243445)
Date : June 21 2017
Place : Gurgaon

Annexure - D Annexure to the Board's Report

Statement of Disclosure of Remuneration under Section 197 of Companies Act 2013 andRule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014

1. Ratio of the remuneration of each Director to the medianremunerationoftheEmployeesoftheCompanyforthefinancialyear 2016-17 the percentage increasein remuneration of Director Chief Financial Officer and Company Secretary during the year2016-17

Sr. No. Name of Director / KMP Designation Ratio of remuneration of each director to the median remuneration of employees Percentage increase in remuneration
1. Mr. M.D. Mallya Non-Executive Director 1.56 Refer note (a)
2. Dr. Anupam Khanna Non-Executive Director 1.44 Refer note (a)
3. Mr. Rahul Bhatia Non-Executive Director 0.36 Refer note (a)
4. Mr. Rakesh Gangwal Non-Executive Director 0.48 Refer note (a)
5. Ms. Rohini Bhatia Non-Executive Director 0.84 Refer note (a)
6. Aditya Ghosh President & Whole Time Director 156.05 7.68% Refer note (b)
7. Rohit Philip Chief Financial Officer N.A. Refer note (c)
8. Sanjay Gupta Company Secretary & Chief Compliance Officer N.A. Refer note (d)


(a) The Non-Executive Directors of the Company are entitled only for sitting fees asper the statutory provisions and within the limits approved by the Board of Directors.Therefore the percentage increase in remuneration has not been provided. (b) Thepercentage in remuneration of President & Whole Time Director has been calculatedwithout considering one-time incentive paid during the financial year 2015-16.

(c) Mr. Rohit Philip the Chief Financial Officer joined the Company effective July 182016 succeeding Mr. Pankaj Madan who left the Company w.e.f. July 17 2016. Therefore thepercentage increase in remuneration has not been reported for Mr. Rohit Philip.

(d) Mr. Sanjay Gupta the Company Secretary and Chief Compliance Officer joined theCompany effective August 18 2016 succeeding Mr. Suresh Kumar Bhutani who left theCompany w.e.f. July 15 2016. Therefore the percentage increase in remuneration has notbeen reported for Mr. Sanjay Gupta.

2. The percentage increase in the median remuneration of employees for the financialyear was 4.5%.

3. The Company had 14604 permanent employees on the rolls of the Company as on March31 2017.

4. Average percentile increase already made in the salaries of the employees other thanthe managerial personnel in the last financial year was 9.5% whereas the increase in themanagerial remuneration was 7.68%.

5. The key parameters for any variable component of remuneration availed by thedirectors:

In terms of Company's remuneration policy the key parameters for the variablecomponent of remuneration availed by the Directors (excluding Non-Executive Directors) aredirectly linked to performance of the individual and the overall Company's performance.

6. It is hereby affirmed that the remuneration paid during the year is as per theremuneration policy of the Company.