Share Wealth

Year End :2023-03

Board’s Report

Dear Members,

It is our immense pleasure to present the 39^th Annual Report along with the audited financial statements of your Company for
the financial year ended March 31, 2023. The consolidated performance of the Company and its subsidiaries has been referred
to wherever required.

1. Financial Performance

The financial performance of the Company for the financial year 2022-23, on a standalone and consolidated basis, is
summarised below:

Particulars	Standalone		Consolidated
	March 31, 2023	March 31, 2022	March 31, 2023	March 31, 2022
TOTAL INCOME	98,597.50	75,445.60	98,418.89	75,717.15
Expenses
Operating Expenses	74,057.59	57,943.65	73,53791	57,671.36
Cost of inventory consumed	902.92	608.92	924.55	1,008.30
Employee Benefit Expenses	8,438.71	7,087.49	8,800.07	7,349.93
Selling Expenses	2,278.11	1,220.49	2,279.84	1,219.46
Other Expenses	13,251.53	7,982.82	13,252.79	7961.51
Earnings before interest, tax, depreciation and amortization	(331.36)	602.23	(376.27)	506.59
Depreciation and amortisation expense	(10,193.64)	(12,89732)	(10,227.41)	(12,933.36)
Finance Income	551.36	640.81	551.81	588.27
Finance Cost	(5,056.51)	(4,825.79)	(5,077.60)	(4,829.61)
Profit/ (Loss) before taxation and extraordinary items	(15,030.15)	(16,480.07)	(15,129.47)	(16,668.11)
Tax Expenses	-	-	-	-
Exceptional items	-	(774.58)	-	(774.58)
Profit/ (Loss) after taxation	(15,030.15)	(17,254.65)	(15,129.47)	(17,442.69)
Profit/ (Loss) brought Forward	(48,902.29)	(31,724.67)	(49,420.55)	(32,051.82)
Depreciation expense adjusted against reserves	-	-	-	-
Profit/ (Loss) for the year	(15,030.15)	(17,254.65)	(15,129.47)	(17,442.69)
Other comprehensive income	(1.10)	35.63	(0.48)	32.56
Transferred from general reserve	-	-	-	-
Other	25,599.01	41.40	25.61	41.40
Amount transferred to other equity	(38,334.53)	(48,902.29)	(64,524.89)	(49,420.55)

The standalone and consolidated financial statements
of the Company for the financial year ended March 31,
2023, have been prepared in accordance with the Indian
Accounting Standards as notified by the Ministry of
Corporate Affairs and as amended from time to time.

On a standalone basis, the Company achieved total
income of Rs.98,597.50 million during the current financial
year as against Rs.75,445.60 million in the previous
financial year and reported standalone loss of Rs.15,030.15

million during the current financial year as against loss of
Rs.17,254.65 million in the previous financial year.

2. State of Affairs and Material Development

(i) The Company is engaged in business of schedule
airline services and has completed its eighteenth
years of operation on May 23, 2023 making
flying more affordable for the common man and
connecting the unconnected parts of the country.
The Company reported highest load factor of 88%

for domestic scheduled flights with an increase
in load factor by 7.24% compared to last year.
The Company also operated 1,568 charter flights
carrying over 2,48,568 passengers.

(ii) Sale of cargo business undertaking: In terms of earlier
special resolution(s) passed by the members, the
Company, on March 31, 2023, inter-alia, entered into
a Business Transfer Agreement with its subsidiary
company namely SpiceXpress and Logistics Private
Limited (“SpiceXpress”) for transfer of its cargo
business undertaking as a going concern, on slump
sale basis. Accordingly, SpiceXpress is now carrying
cargo business effective April 1, 2023.

The transfer of cargo business undertaking to
SpiceXpress will provide greater and differentiated
focus to cargo and logistics business and will allow
the possibility of raising capital for the business to
accelerate its growth. The transfer, with separate
and enhanced management focus, will provide
greater opportunity and flexibility in pursuing
long-term growth plans and strategies. It will also
assist the management in evaluating the business
performance as an independent entity while
leveraging and unlocking significant value for the
Company and its shareholders.

(iii) Dispute with erstwhile promoters: The Company
had, in earlier financial years, received amounts
aggregating to 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
Hon'ble High Court of Delhi (the “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 in
September 2017.

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 (a) refund an
amount of approximately Rs.3,082.19 million to the
counterparty, (b) explore the possibility of allotting
non-convertible cumulative redeemable preference
shares in respect of approximately Rs.2,708.70
million, failing which, refund such amount to the
counterparty, and (c) pay interest calculated to be
Rs.924.66 million (being interest on the amount
stated under (a) above, in terms of the Award).
The amounts referred to under (a) and (b) 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 as counter-claim. Consequent to
the Award, and without prejudice to the rights and
remedies it may have in the matter, the Company
accounted for Rs.634.66 million as an exceptional
item (net) during the year ended March 31, 2019,
being the net effect of amount referred to under (c)
and counter-claim receivable of Rs.290.00 million,
above.

The Company, its present promoter and the
counterparties had challenged before the Court
various aspects of the Award, including the above-
mentioned interest obligations and rights (“Section
34 Petitions”). The Court vide its judgements dated
July 31, 2023 has dismissed Section 34 Petitions
filed by the Company, its present promoter and
the counterparties and thereafter the Company
preferred an appeal before the division bench of
the Court under Section 37 of the Arbitration and
Conciliation Act, 1996 which is pending adjudication.

In the execution petitions filed by the counterparties
(“Execution Petitions”), the Court vide its order
dated April 2, 2019 released Rs.2,500 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 an additional
Rs.582.19 million out of the guarantee placed with
the Court, to the counterparty, in October 2019.
All such payments made have been included
under other non-current assets. 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 Hon'ble Supreme Court of India
(“Supreme Court”) against the aforesaid Order
and the Supreme Court pursuant to its order dated
February 13, 2023 has modified the said order
dated September 2, 2020 passed by the Court and
directed to release the bank guarantee placed with
the Court (aggregating to Rs.2,707.81 million) to the
counterparty towards quantum of principal sum due
under the Award and pay an amount of Rs.750.00
million to the counterparty within period of three
months towards liability on account of interest. The
said amount of bank guarantee has been released
to the counterparties during the quarter ended
March 31, 2023 and accordingly entire principal
of Rs. 5,790.9 million has been paid. However, the
Company was unable to pay Rs. 750.00 million to
the counterparty within the prescribed timeline
and filed an application with Supreme Court for
extension of time which was dismissed. Thereafter,
the Company has further paid Rs.1,000.00 million
to the counterparties, in terms of the Court order

dated August 24, 2023 in the Execution Petitions,
to show its bona fide without prejudice to its rights
in the pending litigation.

(iv) Preferential issue: The Board of Directors of the
Company, at its meeting held on December 12,
2023, has approved the issue of up to 31,83,00,000
(Thirty One Crore Eighty Three Lakh only) equity
shares of the face value of Rs.10 (Rupees Ten)
each and up to 13,00,00,000 (Thirteen Crore only)
warrants, having option to apply for and be allotted
equivalent number of equity shares of the face value
of Rs.10 (Rupees Ten) each , on a preferential basis,
subject to approval of members. The aggregate
issue size for equity shares and warrants, having
option to apply for and be allotted equivalent
number of equity shares is Rs.22,41,50,00,000
(Rupees Twenty Two Hundred Forty One Crore
Fifty Lakh only). This fund raise will strengthen
financial position of the Company.

(v) Qualified Institutions Placement: The Company has
passed an enabling resolution to raise funds for an
amount not exceeding Rs.25.00 billion by way of
qualified institutions placement. The detailed terms
and conditions for the offer (including number
of equity shares to be issued, identification of
investors, price, quantum and timing of the issue) of
fund raising through qualified institution placement
will be determined by the Board in consultation with
the lead managers, advisors, placement agents and
such other agency or agencies as may be required
to be consulted by the Company, considering the
prevailing market conditions and in accordance
with the applicable provisions of the law and other
relevant factors.

(vi) During the financial year 2022-23, there was no
change in the nature of Company's business.

(vii) 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 and Key Managerial
Personnel

(i) As on March 31, 2023, the Board comprised five
meambers with an Executive Chairman & Managing
Director, besides three Independent Directors and
one Non-Executive Non-Independent Director, of
which one is a women director. During the financial
year 2022-23, the composition of the Board was
not as per the requirement of Regulation 17(1)
of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 as the Company
has not been able to appoint one independent
woman director and the total number of directors
are less than six. The Company is looking for a
suitable candidature for woman independent
director and after finalisation 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, Government of India.

(ii) The Board of Directors in its meeting held on
February 24, 2023 on the recommendation of
the Nomination and Remuneration Committee
has approved the re-appointment of Mr. Ajay
Singh (DIN: 01360684) as Managing Director of
the Company for a period of three (3) years with
effect from May 21, 2023 which was subsequently
approved by the members through postal ballot on
August 31, 2023.

(iii) Mr. Ajay Aggarwal (DIN: 00001122) was appointed
as an Independent Director of the Company for a
period of five years effective from February 11, 2019,
and he holds office as an Independent Director of
the Company upto February 10, 2024.

The Board of Directors of the Company in
its meeting held on December 4, 2023 on
the recommendation of the Nomination and
Remuneration Committee and after taking
into consideration the performance evaluation,
background, experience and contribution made by
Mr. Aggarwal during his tenure as an Independent
Director of the Company, decided to re-appoint
Mr. Aggarwal as an Independent Director of the
Company, for a second term of five consecutive
years, effective from February 11, 2024 to February
10, 2029, subject to requisite approval of members.

(iv) Mr. Manoj Kumar (DIN: 00072634) was appointed
as an Independent Director of the Company for a
period of five years effective from May 28, 2019,
and he holds office as an Independent Director of
the Company upto May 27, 2024.

The Board of Directors of the Company in its meeting
held on December 4, 2023 on the recommendation
of the Nomination and Remuneration Committee
and after taking into consideration the
performance evaluation, background, experience
and contribution made by Mr. Kumar during his
tenure as an Independent Director of the Company,
decided to re-appoint Mr. Kumar as an Independent
Director of the Company, for a second term of five
consecutive years, effective from May 28, 2024
to May 27, 2029, subject to requisite approval of
members.

(v) Mr. Ashish Kumar was appointed as Chief Financial
Officer of the Company with effect from September
9, 2022 consequent upon resignation of Mr. Sanjeev
Taneja from the post of Chief Financial Officer of
the Company effective August 31, 2022.

(vi) The remuneration paid to the Directors, Key
Managerial Personnel and Senior Management is in
accordance with the Nomination and Remuneration
Policy of the Company formulated in accordance
with Section 178 of the Companies Act, 2013 and
Regulation 19 of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations 2015.

4. Disclosure on Company’s Policy on Directors’
Appointment and Remuneration

The Nomination and Remuneration Policy of the
Company was adopted by the Board based on the
recommendation of the Nomination and Remuneration
Committee. The Policy sets out criteria to pay equitable
remuneration to the Directors, Key Managerial Personnel
and other employees of the Company and to harmonise
the aspirations of human resources with the goals
of the Company. The Nomination and Remuneration
Policy is available on the website of the Company at
www.spicejet.com under the 'Investors' section.

While formulating the Policy, the Board has ensured that
the level and composition of remuneration is reasonable
and sufficient to attract, retain and motivate directors
of the quality required to run the Company successfully,
relationship of remuneration to performance is clear and
meets appropriate performance benchmarks, and the
remuneration of the directors, key managerial personnel
and senior management involves a balance between
fixed and incentive pay reflecting short and long-term
performance objectives appropriate to the working of
the company and its goals.

The Policy assist the Company to fulfill its responsibility
towards attracting, retaining and motivating the
Directors, Key Managerial Personnel, senior management
personnel and other employees through competitive
and reasonable remuneration in line with the corporate
and individual performance.

5. Board Evaluation

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.
Further, details on the same are given in the Corporate
Governance Report which forms part of this report.

6. Declaration by Independent Directors

The independent directors on the Board of the Company
have submitted a declaration to the Board 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.

All independent directors of the Company have affirmed
compliance with the Schedule IV of the Companies Act,
2013 and the Company's Code of Conduct for Board
Members and Senior Management.

All the Independent Directors of the Company have
complied with the requirement of inclusion of their names
in the data bank of Independent Directors maintained by
Indian Institute of Corporate Affairs and they meet the
requirements of proficiency self-assessment test.

In the opinion of Board of Directors of the Company,
independent directors on the Board of Company
hold highest standards of integrity and are highly
qualified, recognized and respected individuals in their

respective fields. The Company has an optimum mix of
expertise (including financial expertise), leadership and
professionalism.

7. Share Capital

During the financial year 2022-23, the paid-up share
capital of the Company has increased from Rs.6,017.97
million to Rs.6,018.46 million pursuant to allotment
of 49,050 equity shares of Rs.10 each under SpiceJet
Employee Stock Option Scheme - 2017.

There is no change in authorised share capital of the
Company during the financial year 2022-23.

8. Dividend

The Board of Directors have not recommended any
dividend for the financial year 2022-23.

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 under the 'Investors' section.

9. Transfer to Reserves

The Company has made no transfers to reserves during
the financial year 2022-23.

10. 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 and the
Companies (Acceptance of Deposits) Rules, 2014.

11. Annual Return

In accordance with the Companies Act, 2013, the annual
returns of the Company in the prescribed format are
available on the website of the Company at www.spicejet.
com under the 'Investors' section. Annual return of the
Company for the financial year 2022-23, as required
under Section 92 (3) of the Companies Act, 2013, shall
also be placed on website of the Company.

12. Number of Meetings of the Board

During the financial year 2022-23, three (3) board
meetings were held, the details of which are given in
the Corporate Governance Report that forms part of
this report. The Company was unable to hold minimum
number of meetings of the Board due to a ransomware
attack in May 2022 which affected IT system(s) of the
Company and resulted in delay in completion of audit
process and conducting the meeting of the Board within
the prescribed timeline.

13. Directors’ Responsibility Statement

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, 2023, the Directors
of the Company state that:

(i) in the preparation of the annual accounts, the
applicable accounting standards have been

followed along with proper explanation relating to
material departures, if any;

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

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

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

(v) 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

(vi) 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. 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 (i) loans to its
subsidiary companies as stated below (ii) investment
in subsidiary companies as stated in Annexure - A to
this report and (iii) investment of Rs.0.25 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. Details of loan
given to subsidiaries as on March 31, 2023 is as below:

S. No.	Name of the Company	(Amount in Rs. million)
1.	SpiceJet Merchandise Private Limited	106.78
2.	SpiceJet Technic Private Limited	10.28
3.	Canvin Real Estate Private Limited	238.90
4.	SpiceXpress and Logistics Private Limited	1.00
5.	Spice Ground Handling Services Private Limited	0.20
6.	Spice Club Private Limited	0.20
7.	SpiceJet Interactive Private Limited	0.20

15. Particulars of Contracts or Arrangement
made with Related Parties

All transactions with related parties were reviewed
and approved by the Audit Committee and are in

accordance with the policy on materiality of related
party transactions and also on dealing with related party
transactions formulated by the Board of Directors of the
Company pursuant to the provisions of the Companies
Act, 2013 and the SEBI (Listing Obligations and
Disclosure Requirements), Regulations, 2015. The said
policy is also available on the website of the Company at
www.spicejet.com under the 'Investors' section.

The Company in terms of Regulation 23 of the SEBI
(Listing Obligations and Disclosure Requirements),
Regulations, 2015 regularly submits disclosures of
related party transactions on a consolidated basis, in the
format specified to the stock exchange.

The disclosure of related party transactions as required
under Section 134(3)(h) of the Companies Act, 2013 read
with Rule 8(2) of the Companies (Accounts) Rules, 2014
in Form AOC-2 is attached as Annexure - B and forms an
integral part of this report.

16. Subsidiaries

As on March 31, 2023, 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 business
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
8.	Spice Ground Handling Services Private Limited	Ground handling services
9.	SpiceTech System Private Limited	IT Services

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 appended as Annexure - A

to this 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 under the 'Investors' section.

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 under the 'Investors' section.

17. 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 Secretary's Certificate regarding
compliance of conditions of corporate governance forms
an integral part of this report.

18. Particulars of Employees

The Company's goal is to stay invested in employee's
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 and has complied with the provisions of said Act. All
employees (permanent, contractual, temporary, trainees)
are covered under this policy. During the financial year
2022-23, seventeen complaints were received under the
Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 and as on March 31,
2023, one of the complaint was 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.

19. Employees Stock Option Scheme

The members of the Company in its meeting held on
November 27, 2017 authorized the Board to introduce,
offer, issue and provide stock options to eligible
employees of the Company and its subsidiaries under
'SpiceJet Employee Stock Option Scheme - 2017'. The
maximum number of shares under this scheme shall not
exceed 10,000,000 equity shares. During the year under
review 49,050 grant was made 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
and Sweat Equity) Regulations, 2021 (erstwhile the SEBI
(Share Based Employee Benefits) Regulations, 2014.
The details of this scheme including terms of reference,
and requirement specified under the SEBI (Share Based
Employee Benefits and Sweat Equity) Regulations, 2021 is
available on the website of the Company at www.spicejet.
com under the 'Investors' section.

20. 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 socio-economic development in India, the Board
has adopted a Corporate Social Responsibility (“CSR”)
Policy which is available on the website of the Company
at www.spicejet.com under the 'Investors' 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 Company's CSR Policy and
recommend the amount of CSR expenditure. During
the year under review, the CSR Committee met once
on February 14, 2023 with necessary quorum being
present at the meeting. As per Rule 8 of the Companies
(Corporate Social Responsibility Policy) Rules, 2014,
annual report on CSR activities is attached as Annexure
- D and forms an integral part of this Report.

21. Conservation of Energy and Technology
Absorption

Conservation of Energy: The management is highly
sensitive 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.

22. Statutory Auditors

The present Statutory Auditors of the Company, M/s.
Walker Chandiok & Co LLP, Chartered Accountants,
(ICAI Firm Registration No.: 001076N/N500013), was
appointed by members of the Company at its 36^th
Annual General Meeting held on December 24, 2020
to hold office till the conclusion of 41st Annual General
Meeting of the Company.

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, 2023.

23. Secretarial Auditors

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
(ICSI Membership No.: FCS 2870) to undertake the
Secretarial Audit of the Company for financial year
ended on March 31, 2023. 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:

(i) Composition of Board of Directors: The airline
industry has been affected by unprecedented
Covid-19 pandemic and is taking longer time to
recoup. This has not only affected the Company's
operations but also deteriorated its financial positions
which is creating serious apprehension in the mind
of prospective candidate for independent director.
The duty and responsibilities of director prescribed
under the applicable laws vis-a-vis present financial
conditions of the Company is not encouraging
prospective candidate for appointment in the
Company as independent director. Notwithstanding
the above, the Company is still looking for a suitable
candidature for independent woman director and
after finalisation 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

(ii) Number of Board Meetings and Audit Committee
Meetings: During May 2022, a ransomware attack
affected IT system(s) of the Company and access
to data and computer systems were blocked. This
has resulted in delay in completion of audit process
and conducting the Board Meeting and Audit
Committee Meeting within the prescribed timeline.

(iii) Delay in submission of financial results to stock
exchange: The delay in submission of financial results
of the Company to stock exchange for financial

year ended March 31, 2022 and quarter ended June
30, 2022 - The delay was due to ransomware attack
on IT system of the Company.

The delay in submission of financial results of the
Company to stock exchange for quarter ended
December 31, 2022 - The delay was due to non¬
availability of requisite quorum for the Audit Committee
Meeting scheduled on February 14, 2023 (within
statutory time limit) to consider and recommend the
financial results for quarter ended December 31, 2022
to the Board for their consideration.

(iv) Structural Digital Database: The Company has
procured necessary software to maintain the
prescribed database in January 2023. However,
during the review period, no UPSI entry has been
maintained by the Company.

(v) Dispute with erstwhile promoter: In view of the
uncertainties involved in the matter, management
believes that the manner, timing and other related
aspects of adjustment of 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.

In terms of Regulation 24A of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015 as amended 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
along with Circular issued by stock exchange i.e. BSE
Limited dated March 16, 2023, the Secretarial Auditor
has also issued a Secretarial Compliance Report on May
30, 2023 for the year ended March 31, 2023.

24. 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 this report.

25. Cost records and cost audit

Maintenance of cost records and requirement of cost
audit as prescribed under the provisions of Section 148(1)
of the Companies Act, 2013 read with the Companies
(Cost Records and Audit) Rules, 2014 are not applicable
for the business activities carried out by the Company.

26. Details of application made or any
proceeding pending under the Insolvency
and Bankruptcy Code, 2016

Details of applications made or pending during financial
year ended March 31, 2023 under the Insolvency and
Bankruptcy Code, 2016 against the Company are as follows:

31. Internal Controls and Risk Management

The Company believes that strong internal control
systems that are commensurate with the scale, scope and
complexity of its operations are correlated to the principle
of governance and therefore the Company remains
committed to ensuring a mature and effective internal
control environment that, inter alia, provides assurance
on orderly and efficient conduct of operations, security
of assets, prevention and detection of frauds/errors,
accuracy and completeness of accounting records and
Management Information Systems, timely preparation
of reliable financial information, adherence with relevant
statutes and compliance with related party transactions.

The 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.

The 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 company's 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.

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
Company's internal financial controls were adequate and
effective during the year ended March 31, 2023.

The Company's risk management process is designed
to identify and mitigate risks that have the potential
ability to materially impact our business objectives.
The Company adopts mitigation measures to reduce
the adverse effects of risks. The Company has a risk
management policy which acts as a guiding document
for the purpose of identifying and mitigating risk.

Pursuant to Section 134(3) (n) of the Companies
Act, 2013 and Regulation 17(9) of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015, the Company has formulated and adopted a
Risk Management Policy. The primary objectives of
the policy include identification and categorisation of
potential risks, their assessment and mitigation and to
monitor these risks. The Company has also constituted
a Risk Management Committee which oversee the
processes of identification, evaluation and mitigation of
risks. The Committee inter alia periodically reviews the
organisational risks that are spread across operational,
financial, technological and environmental spheres and
provide guidance to the management team.

32. 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 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 : December 12, 2023 Chairman & Managing Director