Interglobe Aviation Ltd.
|BSE: 539448||Sector: Services|
|NSE: INDIGO||ISIN Code: INE646L01027|
|BSE 13:22 | 01 Dec||1949.85||
|NSE 13:04 | 01 Dec||1950.35||
|Mkt Cap.(Rs cr)||75,153|
|Mkt Cap.(Rs cr)||75153.07|
Interglobe Aviation Ltd. (INDIGO) - Director Report
Company director report
Your Directors ("Board of Directors" or "Board")are pleased to present the nineteenth Annual Report of InterGlobe Aviation Limited("your Company" or "we" or "IndiGo") along with the auditedfinancial statements for the financial year ended March 31 2022 ("FY 2022").Wherever required the consolidated performance of your Company and its subsidiary hasalso been provided.
1. Financial Results
The standalone and consolidated financial highlights of your Company'soperations are summarised below:
(Rupees in million except earnings per share)
2. Company's Performance
On a consolidated basis your Company achieved a total income of Rs.266565.25 million for FY 2022 higher by 70.03% over the previous year's total income ofRs. 156775.95 million. Your Company reported a net loss of Rs. 61618.45 million for FY2022 against a net loss of Rs. 58064.27 million for the previous year.
On a standalone basis your Company achieved a total income of Rs.266554.69 million for FY 2022 higher by 70.03% over the previous year's total income ofRs. 156769.63 million. Your Company reported a net loss of Rs. 61710.25 million for FY2022 against a net loss of Rs. 58297.92 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 inthe business of providing ground handling and other allied services to your Company atvarious airports in India.
The total income of Agile for FY 2022 was Rs. 3719.09 million higherby 25.91% over the previous year's total income of Rs. 2953.87 million. The net profitwas Rs. 91.80 million indicating a reduction of 60.71% over net profit of Rs. 233.65million for FY 2021. Pursuant to Section 129(3) of the Companies Act 2013("Act") read with Rule 5 of the Companies (Accounts) Rules 2014 as amendedfrom time to time a statement containing the details of performance and salient featuresof the financial statements of the Subsidiary Company in form AOC -1 is annexed to theconsolidated financial statements.
In compliance with the provisions of Section 136 of the Act theaudited financial statements of the Subsidiary Company are uploaded on the InvestorRelations section of the website of your Company athttps://www.goindigo.in/content/dam/goindigo/investor-relations/subsidiary-financials/2021-22/Finanical-Statements-Agile-FY-21-22.pdf
Your Company has adopted a policy for determining material subsidiariespursuant to Regulation 16(1)(c) of the SCBI (Listing Obligations and DisclosureRequirements) Regulations 2015 ("SCBI LODR Regulations") which is available onthe Investor Relations section of the website of your Company athttps://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.
aviqtion-limited-policy-on-mqteriql-subsidiqry.pdf. Your Company has nomaterial subsidiary as on date.
4. Operational Performance
A. Operations and growth
Your Company operated 1574 peak daily flights and carried over 49.70million passengers during FY 2022 as compared to 1301 peak daily flights and 30.70million passengers in FY 2021.
Your Company operated:
(a) Scheduled services to 88 destinations including 07 new destinations
(b) 30 unique non-scheduled destinations
(c) 3237 cargo in cabin flights
(d) 991 charter flights
B. Serving the nation for repatriation and bubble flights
Your Company operated 35 Operation Ganga flights and 22183 flightsunder the Government's bubble flights arrangements with other countries for FY 2022. YourCompany also addressed the national need during the pandemic by operating ad-hocrepatriation flights to 04 new countries and 05 destinations outside its network.
C. Inducting aircraft and procedures to save fuel
Our fleet as on March 31 2022 consists of 41 Airbus CEO 199 AirbusNEO and 35 ATR aircraft. During FY 2022 your Company inducted 49 new fuel-efficientaircraft powered by PW1100G and CFM LEAP-1A engines.
Your Company ranked No.1 for On-Time Performance (OTP) at key metrocities. Additionally your Company also achieved a technical dispatch reliability of99.95% as published in AIRBUS IDOLS for reliability.
Your Company has obtained In-Principal approval for induction of P2FFreighter/CarGo aircraft under the existing Air Operator Certificate (AOC). Induction ofCarGo aircraft under the same AOC will reduce the time and the process for separate AOCfor dedicated and CarGo operations. Your Company would soon get the Extended DiversionTime Operations (EDTO) for 120 minutes from the Director General of Civil Aviation(DGCA) to fly on direct routes over-sea for 120 minutes on A320 family aircraft. Thiswould help in achieving shorter routes and saving fuel. To achieve operational excellenceyour Company launched awareness campaigns for adoption of fuel-efficient techniques andcollaborated with the regulatory authorities and the Indian Air-Force to facilitateairspace optimisation with a clear focus on efficiency and safety.
Your Company was quick to adapt to global travel requirements andoperated repatriation flights to Ukraine to help Indians come home safe.
Your Company during the pandemic and past pandemic continued skillingPilots to keep their knowledge and skills current. The period was transformationalmultiple programs were converted from traditional classroom learning session to a blendedlearning training format which included - Classroom sessions Virtual classes - Instructorled and E-learning (LMS) however keeping learning quality as paramount.
In the blending learning format focus of the classroom session was toclear doubts meet trainers and colleagues to ensure that the contact aspect of humanconnect is not missed. The E-Learning programs act as a knowledge retainer - As it givesour pilots access to learning information 24*7 an opportunity to revise their learning onthe go and in the comfort and safety of their homes. Your Company has also converted ourannual pilot recurrent training for both ATR and Airbus into blended learning savingoverall cost and time. The initial course was 05 days and post DGCA approval we have beenable to create a blended format ensuring efficient use of pilot utilization.
Your Company also continued inducting junior first officers to ensurepipeline continuation and to effectively manage future requirements. Your Company has alsocreated a virtual training program for conversion from A320 to A321 enabling Pilots tofly both type of variants seamlessly.
Your Company also revamped the recurrent simulator training program andensured that new scenario-based training was incorporated for our Pilots to manage alltypes of environment & situations during line flying and enhance their learningexperience at IndiGo. Your Company also launched a new enhanced command development courseas per Global standards to enhance the quality of our new Captains.
Your Company was the first airline in India to implement the foundationof CBTA (Competency based training assessment) AND CAT (evidence based training) this wasin line with ICAO and IATA standards. This develops the important quality of Resilienceamongst the pilots which was required to tide over the last two years.
Your Company also trains all Pilots (ATR & Airbus) on GlobalReporting Format (GRF) - a mandatory requirement to understand the reporting format onrunway surface conditions for effective calculation of take-off and landing performance -fulfilling regulatory compliance enhanced performance and safety.
Your Company has undertaken ground classes to revalidate Airbus TypeRating of Pilots issued with Letter of Intent (LOI) to ensure readiness of theiravailability in the future. Your Company also successfully added to its training capacityby getting approvals for training rooms for Engineering personnel and Cabin crew trainingat its Delhi hangar.
Impact of Covid - 19
Covid-19 continues to keep the world on alert however countries allover the world and India have been continuously finding ways to reduce the spread of theCovid-19 creating new processes to facilitate safety and security while ensuring businessrevival. Your Company saw revival of business post the second wave while managing withlimited visibility of scheduled operations and change in regulations month on month due tothe dynamic spread of Covid-19 keeping operations fluid.
Employees: Your Company proactively communicated timely and accurateCovid-19 related messaging to its employees providing the workforce with up-to-date newsand information to provide reassurance throughout the pandemic.
Operations: Your Company experienced a high demand for charters fromUAE and managed the demand successfully with strict travel restriction in terms of03-point checks and reduced capacity.
Your Company towards the end of 2021 saw excellent travel demandhowever the sudden surge imposed a unique challenge of managing manpower and availableresources. Innovative planning and optimum utilisation of resources kept our operationstight and turn arounds safe and quick.
Post the second wave your Company continues to ensure that adequatecrew/airport staff is available to ensure business continuity. Additionally new processesare continuously being implemented and reviewed in compliance with the Ministry of CivilAviation ("MOCA") guidelines.
Measures taken to mitigate the impact: Being India's largest carrier bymarket share and carrying the largest number of passengers by air in India we understoodour responsibility to our customers the industry and the country.
Your Company continues disinfection and cleaning of all aircraft onarrival to help reduce the spread of the virus. Additionally when parked at night allaircraft undergo deep cleaning with focus on all touch points such as tray tables armrests seat belts lavatory doors and overhead nozzles. Every aircraft is fumigated once aweek and all customer coaches are sanitized after each trip to provide a safe travelexperience. Your Company as prescribed by the DGCA eased the requirement of wearing faceshield however continued with wearing mask and maintenance of social distancing.
In FY 2022 your Company continued focus on contactless travelexperience at the airports. Your Company created more awareness among the passengers onhow they can web check-in fill the health declaration form online pay for all ancillaryproducts and add a print baggage tags from home. These initiatives ensured that more than83.1% check-ins were done online and 37.80 million bag tags had been printed by ourpassengers.
With the continuous changes in the state and international travelregulations your Company created a centralised page on its website which is updatedregularly to help customers become aware of the latest travel guidelines. Additionallyrelevant changes in state and international travel regulations were communicated to thepassengers through various digital channels such as social media emailers SMS andWhatsApp. At the airports we have introduced self-check-in and print baggage's tags andalso enabled UPI payment option for a true contactless experience.
Your Company also enabled customers to self-board at the boarding gatefurther reducing human contact. In these difficult times your Company announced a specialoffer - 'Tough Cookie' and offered a 25% discount on airfare for all doctors and nursesas a gesture to thank them for being at the forefront of the battle against the Covid-19outbreak. These Covid Warriors were facilitated at various touch points by the operationsand the marketing teams.
Your Company has transported the highest number of Covid Vaccines inIndia since January 2021. With the end of FY 2022 and start of summer schedule yourCompany saw the opening of international markets and a steady revival of operations.
Your Company complied with the regulator regarding staggered mealservice on board in order to restrict customers consuming meals together. Discontinuedfood service on flights less than 02 hours as staggered service was not practical on theseflights due to short flight duration. An Inflight Service Bubble was introducedrestricting cabin crew to their service zones that minimised spread of virus betweencustomer to crew and vice versa. Effective November 2021 we resumed service on flightsless than 02 hours.
This year has been one of transition. With the pandemic easing out andvaccination rates going up the regulator enforced resumption of contact classes. YourCompany has successfully blended contact classes with virtual training while ensuringoptimum training quality and learning efficacy.
Your Company has worked with the regulator and has been approved tocontinue recurrent training/drills virtually. All non-mandatory and corporate trainingscontinue virtually expertly balancing learning quality and cost efficiency. Our crew andground employees were trained on various post Covid-19 scenarios instilling in itsemployees a strong ability to create hassle free experiences for customers travelling withus. Your Company got an extraordinary approval for load and trim training (the onlyairline in India) to conduct conversion training differences training and loadingcompetency training virtually for international airports.
Your Company has adopted the 'InterGlobe Aviation Limited - DividendDistribution Policy' in compliance with Regulation 43A of the SEBI LODR Regulations. ThePolicy sets out the parameters and factors to be considered by the Board in determiningthe 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 thewebsite of your Company athttps://www.goindigo.in/content/dam/goindigo/investor-relations/policies/2021/InterGlobe-Aviation-Limited-Dividend-Distribution-Policy.pdf.
Based on your Company's performance cash flow position and the lossincurred during FY 2022 the Board has not recommended any dividend on the equity sharesof your Company.
6. Amount to be carried to Reserves
Your Directors do not propose to transfer any amount to reserves.
7. Arbitration Proceedings filed with the London Court of InternationalArbitration
InterGlobe Enterprises Private Limited and Mr. Rahul Bhatia (the"IGE Group") had submitted a Request for Arbitration dated October 01 2019 tothe London Court of International Arbitration under the Shareholders' Agreement datedApril 23 2015 (as amended on September 17 2015) ("Shareholders Agreement")executed between inter-alia the IGE Group Mr. Rakesh Gangwal The Chinkerpoo FamilyTrust Ms. Shobha Gangwal (together with Mr. Gangwal and The Chinkerpoo Family Trust the"RG Group") and your Company. In the arbitration proceedings the IGE Group hadsought certain reliefs against the RG Group including in relation to compliance with theShareholders Agreement and your Company's Articles of Association ("Articles")as well as damages. The RG Group also sought certain reliefs against the IGE Groupincluding to carry out all requisite steps and actions provide consents and assistance toremove certain provisions from your Company's Articles. The Company was named as a properparty to the arbitration and no monetary claim including any compensation was soughtfrom the Company by the IGE Group or the RG Group.
The arbitral award was issued in the Arbitration proceedings onSeptember 23 2021 (the "Award"). The Award contains no directions to theCompany. Further the Award directs that the costs incurred by the Company in relation tothe Arbitration proceedings be reimbursed by the IGE Group. The arbitration proceedingswith respect to the Company have concluded and as per the directions in the Award theCompany has received reimbursement of costs from the IGE Group in relation to thearbitration. The Award does not adversely impact the financial results of the Company.
8. Amendment to the Articles of Association
Pursuant to the joint requisition dated November 25 2021 made by theIGE Group and the RG Group (collectively the "Requisitionists") collectivelyholding 74.44% of the paid-up equity shares of your Company on the date of requisition anExtraordinary General Meeting of the Members of your Company was convened on ThursdayDecember 30 2021 for removing the Transfer Restriction Articles from the Articles ofAssociation of your Company. Transfer Restriction Articles means Articles 1.6 to 1.15(Transfer of Equity Shares) 1.16 to 1.20 (Acquisition of Shares) and 2A (Other provisionson Equity Shares).
The Members of your Company at the said Extraordinary General Meetinghad approved the Special Resolution for amendment in the Articles of Association of yourCompany by deletion of the Transfer Restriction Articles therefrom.
9. Employee Stock Option Scheme
Pursuant to approval of the Members of your Company on June 25 2015your Company had adopted 'InterGlobe Aviation Limited - Employee Stock Option Scheme 2015'("Scheme") which was amended on September 07 2016. Under the Scheme yourCompany grants share-based benefits to the eligible employees by granting stock options("Options") with a view to attract and retain talent and encouraging employeesto align their individual performances with the Company's broader growth objectives.During FY 2022 there has been no change in the Scheme and the Company continues to complywith the provisions of the SEBI (Share Based employee Benefits and Sweat Equity)Regulations 2021 as amended ("SEBI SBEB Regulations").
The disclosure in compliance with the SEBI SBEB Regulations isuploaded on the Investor Relations section of the website of your Company athttps://www.goindigo.in/content/dam/goindigo/investor-relations/other-related-documents/2021-22/Statement-under-Reg-14-of-the-SEBI-Share-Based-Employee-Benefits-and-Sweat-Equity-Regulations-2021.pdf
10. Increase in Share Capital
Pursuant to the allotment of 344729 equity shares of Rs. 10 each uponexercise of Options by the eligible employees under the Scheme the issued subscribedand paid-up share capital of your Company increased from 384910000 equity shares as onMarch 312021 to 385254729 equity shares of Rs. 10 each as on March 31 2022aggregating to Rs. 3852.55 million.
11. Related Party Transactions
Your Company had adopted 'InterGlobe Aviation Limited - Policy ondealing with Related Party Transactions' ("RPT Policy") in compliance withRegulation 23 of the SEBI LODR Regulations. During FY 2022 there has been no change inthe RPT Policy. The transactions entered by your Company with its related parties were incompliance with the RPT Policy and in the best interest of your Company. The RPT Policy isavailable on the Investor Relations section of the website of your Company athttps://www.goindigo.in/content/dam/goindigo/investor-relations/policies/2021/IGAL-Policy-on-Related-Party-Transactions-2019.pdf
All the contracts/ arrangements/ transactions entered into by yourCompany with its related parties during FY 2022 were in its ordinary course of businessand on an arm's length basis and were approved by the Audit Committee. Your Company hasobtained necessary approval as required in accordance with the RPT Policy.
During FY 2022 your Company had not entered into any arrangement /transaction / contract with its related parties which could be considered material andrequired approval of the Board or the Members. Accordingly the disclosure of theparticulars of the related party transactions in form AOC -2 as required under Section134(3)(h) of the Act is not applicable.
For further details of related party transactions during the yearplease refer to note number 35 of the notes forming a part of the financial statementsattached to the Annual Report.
Pursuant to Regulation 23 of the SEBI LODR Regulations your Companyhad filed to the stock exchanges the details of related party transactions on half yearlybasis.
12. Directors and Key Managerial Personnel
As on March 31 2022 the Board comprised of eight (8) members with anappropriate mix of Non-Executive Directors Executive Directors and IndependentDirectors which is in compliance with the provisions of the Act the SEBI LODRRegulations and is also aligned with the best practices of Corporate Governance.
In compliance with the provisions of Sections 196 203 and Schedule Vto the Act Mr. Rahul Bhatia Non-Executive Director was appointed as the ManagingDirector of your Company not liable to retire by rotation for an initial period of fiveyears effective from February 4 2022. His appointment was approved by the Members ofyour Company through postal ballot on March 18 2022.
Mr. Rakesh Gangwal tendered his resignation from the position ofNon-Executive Director of your Company with effect from February 18 2022. The Boardappreciated the contribution made by Mr. Gangwal during his appointment as a Director onthe Board of your Company.
Dr. Anupam Khanna completed his second term as an Independent Directorof your Company on March 26 2022. Consequently Dr. Khanna ceased to be a Director ofyour Company from the said date. The Board places on record its appreciation for thecontribution made by Dr. Khanna as an Independent Director on the Board of your Company.
Mr. Meleveetil Damodaran stepped down as Chairman and IndependentDirector of your Company on attaining the age of 75
years on May 3 2022 in terms of Regulation 17(1fl) of the SEBI LODRRegulations. The Board places on record its appreciation for the contribution made by Mr.Damodaran as the Chairman and Independent Director on the Board of your Company. [Mir.Meleveetil Damodaran has been appointed by the Board as a Non-Independent Non-ExecutiveDirector (as Additional Director) with effect from July 16 2022 subject to approval ofthe Mlembers of the Company at the ensuing Annual General Mleeting]
Pursuant to the provisions of Sections 149 161 and other applicableprovisions of the Act and the SEBI LODR Regulations and on the recommendation of theNomination and Remuneration Committee the Board at its meeting held on April 12 2022approved appointment of Mr. Vikram Singh Mehta and Air Chief Marshal (Retd.) BirenderSingh Dhanoa as Independent Directors (as Additional Directors) on the Board not liableto retire by rotation subject to receipt of security clearance from the MOCA and furthersubject to approval of the Members of your Company. The appointments of Mr. Mehta and ACMDhanoa (Retd.) will be effective from the date of receipt of security clearance from theMOCA [Pursuant to receipt of security clearance approval from MOCA the appointment of Mr.Mehta and ACM Dhanoa (Retd.) as the Independent Directors on the Board is effective fromMay 27 2022].
Mr. Mehta has been appointed in the vacancy caused due to completion ofsecond term of Dr. Anupam Khanna as an Independent Director. ACM Dhanoa (Retd.) has beenappointed in the vacancy caused due to Mr. Meleveetil Damodaran stepping down as anIndependent Director on attaining the age of 75 years on May 3 2022. As per Section 161of the Act Mr. Mehta and ACM Dhanoa (Retd.) will hold office till the ensuing AnnualGeneral Meeting ("AGM") and are eligible for appointment as the IndependentDirectors of your Company. The Board is of the opinion that Mr. Mehta and ACM Dhanoa(Retd.) have relevant experience expertise and integrity for holding the position of theIndependent Directors on the Board.
Mr. Ronojoy Dutta has decided to retire by resignation as the WholeTime Director and CCO of the Company with effect from September 30 2022. The Board placeson record sincere thanks to Mr. Dutta for effectively leading the Company with a steadyhand through the most turbulent period in the Company's history and the aviation industryglobally.
Pursuant to Sections 161196 197 203 read with Schedule V and otherapplicable provisions of the Act read with the rules made thereunder the Board hasapproved the appointment of Mr. Petrus J.T. Clbers as the Chief executive Officer("CEO") and as a Whole Time Director of the Company subject to receipt ofsecurity clearance from MOCA the approval of the Central Government if required and theapproval of the Members of your Company. The appointment of Mr. Elbers as the CEO isexpected to be effective from October 012022.
Mr. Anil Parashar Non-Executive Director retires by rotation andbeing eligible offers himself for reappointment at the ensuing AGM.
Your Company has received declarations from all Independent Directorsconfirming that they meet the criteria of independence as laid down under Section 149 ofthe Act and Regulation 16 of the SEBI LODR Regulations and complied with the Code forIndependent Directors prescribed in Schedule IV of the Act. During FY 2022 there has beenno change in the circumstances affecting their status as Independent Directors of yourCompany.
None of the Directors of the Company is disqualified to act as aDirector as per the requirement of Section 164 of the Act.
b) Key Managerial Personnel
Mr. Gaurav Manoher Negi was appointed as the Chief Financial Officer ofyour Company with effect from March 29 2022 in place of Mr. Jiten Chopra who resignedwith effect from March 28 2022. Mr. Negi has been associated with your Company sinceDecember 2021 and has earlier held the position of Head - Governance Risk and Compliance.The Board places on record its appreciation for the contribution made by Mr. Chopra duringhis tenure as the Chief Financial Officer of the Company.
13. Number of meetings of the Board
The Board met 13 times during FY 2022. The details of meetings of theBoard and attendance of the Directors at the Board meetings are given in the Report onCorporate Governance which forms a part of the Annual Report.
14. Committees of the Board
As on March 31 2022 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 ofcommittee meetings held during FY 2022 and the attendance of the committee members at eachmeeting are given in the Report on Corporate Governance which forms a part of the AnnualReport.
15. Board Evaluation
Pursuant to the provisions of the Act and the SEBI LODR Regulations anevaluation process was carried out to evaluate performance of the Board and itscommittees the Chairman of the Board and all Directors including Independent Directors.The evaluation was aimed at improving the effectiveness of all these constituents andenhancing their contribution to the functioning of the Board.
We had reported in the Board's Report for FY 2021 that during thatyear on the recommendation of the Nomination and Remuneration Committee (Committee) anindependent external expert in Board evaluation was engaged by the Management toundertake such evaluation. He had carried out the exercise through questionnaires bothnumeric as well as qualitative responses that were sent directly to the Board members ona confidential basis. The independent external expert had then followed through withconfidential individual conversations with each Board member and developed separateevaluation reports. Subsequently the independent external expert had collatedconfidential reports for (a) the Board as a Whole (b) Chairman of the Board (c)Individual Directors both Independent and Non- Independent and (d) for each of the Boardcommittees separately. The assessment of individual Directors was sent in separate sealedenvelopes to the concerned Directors. The results of evaluation of the Board and itsvarious committees were subsequently discussed by the Board at its meeting and the areasfor improvement of the functioning of the Board and committees were noted.
In view of the in-depth evaluation conducted in the previous year forFY 2022 upon the recommendation of the Committee a robust internal evaluation of theBoard was conducted. The questionnaires for this evaluation were developed based onimprovement areas identified last year and coordinated directly by the Chairman of theBoard.
In a separate meeting of the Independent Directors performance of theNon-Independent Directors and the Board as a whole was also discussed taking intoaccount the views of Executive Directors and Non-Executive Directors.
16. Remuneration Policy
Your Company had adopted the 'InterGlobe Aviation Limited - Nominationand 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 identificationselection and appointment of Directors Key Managerial Personnel (KMPs) and SeniorManagement of your Company. The Policy lays down the process and parameters for theappointment and remuneration of the KMPs and other senior management personnel and thecriteria for determining qualifications highest level of personal and professionalethics positive attributes financial literacy and independence of a Director. ThePolicy is available on the Investor Relations section of the website of your Company athttps://www.goindigo.in/content/dam/goindigo/investor-relations/policies/2021/InterGlobe-Nomination-and-Remneraion-Policy.pdf.
17. Succession Planning
Your Company has been following a rigorous process of leadership talentreview named "Talent Councils" ever since FY 2019. We continue to follow anestablished process to identify and nurture talented employees at an early stage with thegoal of succession planning. Once a year we discuss succession planning for key positionswith the various business function heads within your Company. Competencies skills andexperience required for performing leadership roles at the level of Vice President andabove are clearly established. At the yearly Talent Council meetings we take time toreview the performance and potential of each senior leader in depth. We then compare thiswith the job specifications of the corresponding positions. This review process forms thebasis of people identification and development for filling all top positions. In additionyour Company's Human Resource function continually maps the external market to identifytalent for which immediate internal candidate is not available. Ever since FY 2021 wehave been focused on identifying talent at a lower than Vice President level and have beentaking specific measures to ensure the development of these emerging leaders.
Your Company is in the forefront of developing talent across variouslevels of skills both across Crew and Non-Crew. Our in-house training academy ifly aimsto identify training gaps and solutions and provide learning opportunities to enhanceskills and experience across behavioural and technical competencies with enhancingleadership skills to create an army of leaders for IndiGo.
18. Risk Management
Your Company has put in place a structured Enterprise Risk Managementframework ("ERM framework") based on the guiding principles from SEBI ofidentifying assessing and mitigation of risks. It is an integral part of decision-makingfor your Company and is dynamic in nature undergoing continuous improvement. The ERMFramework follows an annual process of setting objectives identifying key risks on anongoing basis developing a mitigation action plan and monitoring.
The Risk Management Committee (Committee) has been empowered to frameimplement and monitor the risk management practices of your Company. The Committee hasbeen entrusted for systematically overseeing reviewing and updating the risk managementcalendar based on certain risks becoming more important during the year. The Committeemeets on regular intervals and discusses risks relating to liquidity & profitabilitydemand & revenue cyber threat & data protection business continuity planemployee health & labour relations sustainability & climate change airlinesafety & security adverse regulatory changes & litigation competitionreputation unfavorable fuel & forex movement and any other new risk that may beidentified by the Management.
The Audit Committee has an additional oversight in the area offinancial risks.
A note on key risks of your Company is given in the ManagementDiscussion and Analysis Report which forms a part of the Annual Report.
19. Corporate Social Responsibility
A brief outline of the Corporate Social Responsibility("CSR") Policy of your Company and the initiatives undertaken by your Company onCSR activities during the year are set out in Annexure - A to this Report in the formatprescribed in the Companies (Corporate Social Responsibility Policy) Rules 2014.
For other details regarding the CSR Committee please refer to theReport on Corporate Governance which forms a part of the Annual Report.
The Corporate Social Responsibility Policy as approved by the Board isavailable on the Investor Relations section of the website of your Company athttps://www.goindigo.in/content/dam/goindigo/investor-relations/policies/InterGlobe-Aviation-Limited-Corporate-Social-Responsibility-Policy-2.pdf.
20. Statutory Auditors
S.R. Batliboi & Co. LLP (Firm Registration no. 301003E/E300005) wasappointed as the Statutory Auditors of your Company at the 16th AGM held on August 272019 for a term of five consecutive years from the conclusion of the 16th AGM till theconclusion of the 21st AGM of your Company in accordance with the provisions of Section139 of the Act.
The Reports given by the Statutory Auditors on the standalone financialstatements and the consolidated financial statements of your Company for FY 2022 form partof the Annual Report. The Reports do not contain any qualification reservation or adverseremark or disclaimer by the Statutory Auditors.
21. Secretarial Auditors
Sanjay Grover & Associates firm of practicing Company Secretaries(Firm Registration no. P2001DE052900) ("Secretarial Auditors") carried out thesecretarial audit for FY 2022 in compliance with the Act and the Rules made thereunderthe SEBI LODR Regulations and other applicable regulations as prescribed by the SEBIForeign Exchange Management Act 1999 as amended and other laws specifically applicableto your Company. The Secretarial Audit Report in form MR-3 for FY 2022 is attached to thisReport as Annexure - B. The said Report does not contain any qualification reservation oradverse remark or disclaimer by the Secretarial Auditors.
In compliance with Regulation 24A of the SEBI LODR Regulations readwith SEBI circular no. CIR/CFD/CMD1/27/2019 dated February 08 2019 the SecretarialAuditors have also issued Annual Secretarial Compliance Report for FY 2022. The saidReport does not contain any qualification reservation or adverse remark or disclaimer bythe Secretarial Auditors.
22. Non-applicability of maintenance of cost records
The Central Government has not prescribed the maintenance of costrecords under Section 148(1) of the Act and the Rules thereunder with respect to theaviation business.
23. Whistleblower Policy / Vigil Mechanism
Pursuant to Section 177(9) of the Act and Regulation 22 of the SEBILODR Regulations your Company has adopted a Whistleblower Policy / Vigil Mechanism forDirectors Senior Management and employees of your Company and its subsidiary. TheWhistleblower Policy provides for adequate safeguards against victimisation ofwhistleblowers and provides for direct access to the Chairperson of the Audit Committeein exceptional circumstances.
The policy provides for a mechanism to report concerns about unethicalbehaviour actual or suspected fraud instances of leak of Unpublished Price SensitiveInformation ("UPSI") or violations of your Company's Code of Conduct. TheWhistleblower Policy also enables suppliers contractors and other stakeholders to reportunethical behaviour misconduct violation or legal or improper practices actual orsuspected fraud by a Company official without any fear of unfair treatment (including lossof business).
During FY 2022 no person was denied access to the Chairperson of theAudit Committee. The Audit Committee oversees the implementation of the policy and reviewsthe resolution of complaints on a quarterly basis.
Your Company has implemented a class-leading complaint resolutionmechanism which aims at resolving complaints promptly transparently independently andin accordance with the law. All complaints of suspected violations are taken seriously andreviewed promptly. Based on the nature and severity of the violation of the Code ofConduct the Company policies and/or the law appropriate action is taken.
The policy is available on the Investor Relations section of thewebsite of your Company athttps://www.goindigo.in/content/dam/goindigo/investor-relations/policies/2021/IGAL-WhistleBlower-Policy-2.pdf
24. 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 sexualharassment at workplace reported by any woman against an employee. Your Company hasconstituted an Internal Committee which has a female Chairperson who is a member of ourSenior Management team and also has an external female member who is a lawyer.
Your Company has a robust internal mechanism and policy on 'Preventionof Sexual Harassment at Workplace' to deal with such matters. All employees are sensitizedto the policy right from the day of employment. We also conduct awareness programs foremployees on the policy and have awareness posters with details of how to report acomplaint along with the details of the Internal Committee members which are displayedacross all our working locations. The Internal Committee ensures that all cases reportedare resolved in a timely manner in accordance with the Sexual Harassment of Women atWorkplace (Prevention Prohibition Redressal) Act 2013. All investigations are handledin a very objective sensitive and fair manner without attaching any prima-facie guilt tothe respondent merely upon receipt of a complaint against the employee. Utmostconfidentiality is maintained while handling these matters.
For details on the cases reported and resolved during FY 2022 and themechanism followed by your Company while dealing with such cases please refer to BusinessResponsibility and Sustainability Report forming part of the Annual Report.
25. 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. YourCompany ensures that such IFC systems are commensurate with the size and complexity of ourbusiness 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 Company's 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 your Company's IFC and their adequacy areincluded in the Management Discussion and Analysis Report which forms a part of theAnnual Report.
26. Public Deposits
Your Company has not accepted deposits from the public falling withinthe ambit of Section 73 of the Act and the Rules made thereunder.
27. Particulars of Loans Investments and Guarantees
The particulars of loans investments and guarantees as on March 312022 covered under Section 186 of the Act read with the Companies (Meetings of Board andits Powers) Rules 2014 as amended and Regulation 34(3) read with Schedule V of the SEBILODR Regulations are given in the notes to the standalone financial statements whichforms a part of the Annual Report.
28. Material changes and commitments affecting the financial positionof 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 materialchanges and commitments affecting the financial position of your Company between the endof the financial year and the date of this Report.
29. Management Discussion and Analysis Report
The Management Discussion and Analysis Report on your Company'sfinancial and operational performance industry trends and other required details preparedin compliance with Regulation 34 of the SEBI LODR Regulations for FY 2022 forms a part ofthe Annual Report.
30. Report on Corporate Governance
In compliance with Regulation 34 read with Schedule V of the SEBI LODRRegulations the Report on Corporate Governance of your Company inter alia coveringcomposition details of meetings of the Board and committees together with a certificatefrom the Secretarial Auditors regarding compliance of conditions of Corporate Governanceforms a part of the Annual Report.
A certificate from the Whole Time Director and CEO and the ChiefFinancial Officer of your Company in terms of Regulation 17 of the SEBI LODR Regulationsinter-alia confirming the correctness of the financial statements and cash flowstatements adequacy of the internal control measures and reporting of matters to theAudit Committee also forms a part of the Annual Report.
31. Business Responsibility and Sustainability Report
In compliance with Regulation 34 of the SEBI LODR Regulations read withSEBI Circular no. SEBI/HO/CFD/CMD-2/P/CIR/2021/562 dated May 10 2021 the BusinessResponsibility and Sustainability Report of your Company for FY 2022 describing thevarious initiatives undertaken from an environment social and governance perspectiveduring FY 2022 forms part of the Annual Report.
32. Annual Return
In compliance with Section 92(3) and Section 134(3)(a) of the Act andRules made thereunder a copy of your Company's Annual Return as on March 312022 isavailable on the Investor Relations Section of the website of your Company athttps://www.goindigo.in/content/dam/goindigo/investor-relations/other-related-documents/2021-22/Annual-Return-MGT-7-FY-2021-22.pdf.
33. Significant material orders passed by the Regulators Courts andTribunals
There are no significant material orders passed by the regulatorscourts or tribunals impacting the going concern status of your Company and its operationsin future.
34. Awards and Recognitions
During FY 2022 your Company received multiple awards and recognition.Details in respect of such awards and recognition received by your Company are included inthe Management Discussion and Analysis Report which forms a part of the Annual Report.
35. Directors' Responsibility Statement
Pursuant to Section 134(5) of the Act the Board based onrepresentations received from the Management and to the best of its knowledge abilityand due inquiry confirms that:
i. In the preparation of the annual accounts applicable accountingstandards have been followed and proper explanation for any material departures has beenprovided.
ii. Applicable accounting policies have been selected and appliedconsistently in order to form views/make judgments and estimates that are reasonable andprudent. This is intended to facilitate a true and fair view of the state of affairs ofyour Company at the end of the financial year including profit/loss of your Company forthat period.
iii. Proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act is taken for safeguardingthe assets of your Company and for preventing and detecting fraud and otherirregularities.
iv. Annual accounts have been prepared on a going concern basis.
v. IFCs to be followed by your Company have been laid down and suchIFCs are adequate and operating effectively.
vi. Proper systems have been devised to ensure compliance with theprovisions of all applicable laws and such systems are adequate and operating effectively.
36. Particulars of employees
The statement containing disclosure of remuneration under Section197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 as amended is given in Annexure - C forming a part ofthis Report. The information as per Rule 5(2) and Rule 5(3) of the abovementioned Rulespertaining to the names of top ten employees and other particulars of employees isprovided in a separate annexure. However as per the provisions of Section 136(1) of theAct and the Rules thereunder the Annual Report and the financial statements excludingthe 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 theRegistered Office of your Company in this regard.
None of the employees listed in the Annexure are related to anyDirector of your Company.
37. Transfer of unpaid / unclaimed dividend to Investor Education andProtection Fund
The provisions to transfer unpaid / unclaimed dividend to the InvestorEducation and Protection Fund (Fund) under Section 124(5) of the Act do not apply to yourCompany for FY 2022 since there is no unpaid / unclaimed dividend which is due fortransfer to the said Fund during the current financial year.
38. Reporting of Fraud
The Auditors of your Company have not reported any instances of fraudcommitted in your Company by its officers or employees as specified under Section 143(12)of the Act.
39. Conservation of Energy and Technology Absorption
Your Company persistently strives to run its operations moreefficiently to reduce its fuel consumption and resultant fuel emissions. This endeavourentails your Company's continuous commitment towards conservation of energy and motivatesit to embrace newer technological advances.
Your Company has incorporated policies including flight and groundprocedures for conservation of fuel and has trained flight crew and aircraft maintenanceengineers to ensure that fuel is conserved to the extent possible.
Your Company ensures that there is adequate fuel for its aircraftafter evaluating various traffic trends in the air and also on the ground thus avoidingany additional/ unnecessary fuel upliftment. Your Company has installed a software foraccurate flight planning. This software provides accurate maps and the most efficientflight path restricting use of auxiliary power units employing continuous descentapproaches and economy cruise speeds. It also minimises aircraft weight by providingrecommendations for removing unnecessary equipment and optimising engine settings fortake-off and climb. Further your Company has adopted innovative statistical data drivensolutions for descent fuel optimisation.
We are also working with Airbus on big data analytics using Airbusplatforms like SKYWISE.
Your Company continues to use technology to enhance processes to ensuresafe and comfortable travel by air which helped gain customer confidence in IndiGo.Innovation such as solar Baggage Freight Loader (BLF) and COMBO unit which can replace APUusage during turnaround (combined GPU and ACU unit) helped in saving ATF reducing carbonemissions. Your Company is engaged with stakeholders to collaborate on multiple air spaceoptimisation initiatives like shortening of routes promulgation of required navigationperformance (RNP) approaches optimising flight routes through conditional route (CDR). Weare the first operator to adopt LPV (localiser performance with vertical guidance)approaches on ATR Fleet. This shall enable our ATR aircrafts to land aircraft undermarginal weather conditions utilising indigenous satellite-based augmentation systemGAGAN. The Government of India has promoted flexible use of airspace and your Company hasbeen using this opportunity to utilise every bit of optimum airspace to reduce fuelconsumption and simultaneously reducing carbon emissions. Since August 2020 your Companyhas been able to reduce carbon emissions by 29000 tonnes by utilising direct routes.
Further Operational endeavors have helped us save Carbon emissions tothe tune of 30354 tonnes through reduction of onboard weight single engine taxioptimised landing and focused fuel uplift.
Your Company has sought to reduce the weight of its aircraft byselecting lighter seats and by choosing not to have in- flight entertainment systems. YourCompany has further reduced the aircraft weight by equipping the entire fleet withElectronic Flight Bags (EFB) and removing paper manuals weighing 25kg from each Airbusaircraft. As an example this small initiative alone will save us fuel consumption to thetune of 341 tonnes each year and 1076 tonnes of carbon emissions approximately.
Your Company has also adopted fuel policies designed to reduce costs onthe ground including the use of the Eco-Power Engine Wash process for aircraft enginesthe use of ground equipment in place of aircraft auxiliary power units (which consume morefuel) use of single engine for taxiing on ground and introduction of otherengineering/operating protocols.
These policies are all designed to optimise fuel consumption and reduceour carbon footprint and thereby finally reducing costs.
Your Company continues to explore the feasibility of using groundvehicles on cleaner alternative fuels like CNG/ electricity to reduce carbon emissions atairports.
Keeping with the commitment of replacing all A320 CEO aircraftexpeditiously your Company has re-delivered (retired from service) 55 A320 CEO aircraftduring FY 2022 amounting to an aggregate of 97 aircrafts which have been re-delivered tillFY 2022 from a fleet of 123 A320 CEOs. Your Company has also inducted 23 A320 NEO aircraftwhich are 15% more fuel efficient. During FY 2022 143 A320 NEO aircraft have operatedapproximately 236944 flights. During FY 2022 your Company has operated 35 ATR 72-600turboprop aircraft on regional routes. These are more fuel efficient compared to jetaircraft.
Your Company is continuously working with government authorities inrelation to the Carbon Offsetting and Reduction Scheme for International Aviation(CORSIA). In FY 2022 a successful external audit on fuel consumption on internationaloperations was undertaken and was also reported to the DGCA.
40. Compliance with Secretarial Standards on Board and General Meetings
Pursuant to the provisions of Section 118 of the Act your Company hascomplied with all the applicable provisions of the Secretarial Standard - 1 andSecretarial Standard - 2.
41. Foreign exchange earnings and outgo
The details of foreign exchange earnings and outgo for FY 2022 on anaccrual basis are set out below:
*Foreign exchange outgo excludes foreign exchange gain/loss onreinstatement of assets and liabilities
The Board is grateful for the continuous patronage of our valuedcustomers and remains committed to ensuring that your Company provides an on-timecourteous and hassle-free experience. The Board acknowledges and appreciates the hard workand dedication of the employees of your Company who have stood strong and worked togetheras a team during FY 2022.
Your Company also takes this opportunity to express its appreciationfor the support and co-operation extended by the Central and State governments regulatoryauthorities investors bankers and other stakeholders.