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Updated:18 Oct, 2019, 15:49 PM IST

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Updated:18 Oct, 2019, 16:01 PM IST

BOARD'S REPORT

Dear Members,

Your Directors have pleasure in presenting their Twenty Third Annual Report together with the Audited Statement of Accounts for the Financial Year ended 31st March, 2015

2. Dividend

The Board of Directors have not recommended any dividend on the Equity Shares in view of the performance of the Company for the Financial Year ended 31st March, 2015 (Previous year: Nil per Equity Share).

3. State of Company's Affairs / Review of Operations

The Company reported a consolidated negative Profit After Tax of Rs. 209,741 lakhs in Financial Year 2014-15, a reduction of 51% from consolidated Loss After Tax in Financial Year 2013-14. Financial Year 2014-15 saw passenger growth of 9.6% and operating revenue growth of 10.1% as compared to Financial Year 2013-14. The reduction in losses incurred by the Company was essentially due to:

a) Increase in operational revenue from Rs. 1,903,584 lakhs in Financial Year 2013-14 to Rs. 2,096,560 lakhs - an increase of 10.1%, primarily on account of improved load factors and yields

b) Reduction in Avaition Turbine Fuel (ATF) prices due to weakness in global crude prices during Financial Year 2014-15

c) Measures taken by your company to control overheads

d) Surplus from Slump Sale of 'Jet Privilege' Frequent Flyer Program aggregating Rs. 30,501 lakhs

The above improvements were partly offset by impairment of goodwill of Rs. 117,239 lakhs in Financial Year 2014-15. The consolidated operating loss excluding exceptional items (mainly impairment of goodwill and surplus from sale of the Frequent Flyer Program) in Financial Year 2014-15 aggregates Rs. 134,813 lakhs, a reduction of 60% over operating loss of Rs. 341,140 lakhs incurred in Financial Year 2013-14.

Your Company implemented a "single brand" and "full service" product in December 2014 with an objective of delivering consistent, premium service across its entire network. This was further supported by the launch of "Guest First" program to enhance Ground and Inflight service, increase guest engagement, and increase dedicated facilities at the airports check-in counters and bag drop counters.

In addition to the above, your Company is continuously focusing on improving and enhancing direct touch points with our guests. Some of the steps taken by your company in this direction include:

a) Launch of "Global Linker" with specific focus on the Small and Medium Enterprise (SME) segment

b) IVR Upgrade for pre recognition of frequent fliers

c) Enhancement of our online booking portal

d) Launch of Jet Instant to access information on fares and flight status in real time through Twitter.

These measures adopted by your Company have started yielding positive results, which is reflected in the improvement of load factors and yields in Financial Year 2014-15 over Financial Year 2013-14.

On operational front, your Company has taken various initiatives to improve efficiency and revenue earning potential. During Financial Year 2014-15, the entire fleet of B737-800 aircraft were standardized to 12(business)/ 156(economy) configuration. This has been a critical factor to enable us provide a standardized product to our guests. Further, utilization of our B737 fleet grew by 5.4% to an average 11.6 hours in Financial Year 2014-15 as compared to 11 hours in Financial Year 2013-14.

In line with its turnaround strategy, your Company is continuously looking at cost reduction initiatives, discontinuing loss making routes, renegotiating major contracts including aircraft maintenance costs and other efficiency enhancement measures. We are confident that these measures will help us to bring down costs which are key to overall turnaround of the Company.

Post its alliance with Etihad Airways, your Company has enhanced international connectivity with addition of new destinations and additional flights to various countries in the Gulf Region. The Company operates more flights to the Gulf Region than any other Indian carrier. Jet Airways and Etihad Airways together operate over 4,300 international flights a month connecting India to the world via the Abu Dhabi gateway.

The domestic traffic in India increased by 15% for Financial Year 2015, a significant improvement as compared to a 5% increase in the previous year. The Company (along with its wholly owned subsidiary Jet Lite (India) Limited), carried 194.75 lakhs revenue passengers on its international and domestic services during the year under review, an increase of 9.6% over Financial Year 2013-14.

Your Company's domestic passenger traffic for the year under review grew by 9.3% as compared to a growth of 1% last year while international passenger traffic registered an increase of 20.6%, as compared to an increase of 6% last year. The Company ended the Financial Year with a system-wide seat factor of 82.3%. The seat factor was 78.4% on domestic and 84.3% on the international sectors.

Over the next few years, we expect the domestic aviation market to grow at a healthy pace. While the Indian aviation market is still subject to ongoing structural challenges and robust competition is placing pressure on yields, we will continue to progress by focusing on delivering an enhanced experience for our guests and improving efficiency throughout the business.

Fleet

As on 31st March, 2015, the Company had a fleet of 107 aircraft, comprising of 8 Airbus A330-200, 4 Airbus A330-300, 15 ATR 72-500, 3 ATR 72-600, 67 Next Generation Boeing 737-700/800/900/900ER and 10 Boeing 777-300ER. With an average fleet age of 5.6 years, the airline has one of the youngest aircraft fleets in the world.

Of the 10 Boeing 777-300ER aircraft, 5 aircraft have been sub (dry) leased to Etihad Airways PJSC. Additionally, 2 Airbus A330-200 aircraft have been sub (dry) leased to Etihad Airways PJSC and 3 Airbus A330-200 aircraft have been sub (dry) leased to Turkish Airlines Inc.

4. Management Discussion and Analysis

As required by Clause 49 of the Listing Agreement entered into with the Stock Exchanges, a detailed review by the Management of the operations, performance and future outlook of the Company and its business, is presented in a separate section - Management Discussion and Analysis - forming part of this Annual Report.

5. Subsidiary Companies Jet Lite (India) Limited

Jet Lite (India) Limited ('Jet Lite') is a wholly owned subsidiary which was acquired by the Company on 20th April, 2007.

Jet Lite is a non-material, non-listed subsidiary company as defined under Clause 49 of the Listing Agreement(s) entered into with the Stock Exchanges.

For the Financial Year ended 31st March, 2015, Jet Lite posted a total income of Rs.143,320 lakhs (2013-14 : Rs. 176,364 lakhs) and a Net Loss of Rs. (28,765) lakhs (2013-14: Rs. (42,931) lakhs). In view of the loss, the Board of Directors of Jet Lite has not recommended a dividend on the Equity Shares for the year ended 31st March, 2015 (Previous Year : Nil). The Company continues to support the operations of Jet Lite.

Fleet

As on 31st March, 2015, Jet Lite had an all-Boeing fleet of 9 aircraft, comprising of 3 Boeing 737-700, 5 Boeing 737­800 and 1 Boeing 737-900ER aircraft.

Jet Airways Training Academy Private Limited ('JATPL')

JATPL continues to be a subsidiary of the Company. For the Financial Year ended 31st March, 2015, JATAPL posted a total income of Rs. NIL (2013-14 : Rs. NIL) and a Net Loss of lakhs (2013-14: lakhs).

The Company will make available copies of the Annual Accounts of the subsidiary companies and the related detailed information, free of cost to Members, on request. The same are also available for inspection at the Registered Office between 10 a.m. and 12 noon on any working day of the Company till the date of the 23rd Annual General Meeting.

The subsidiary companies are managed by their respective Boards. The Company does not have any material unlisted subsidiary and hence is not required to nominate an independent director of the Company on the Board of the subsidiary companies.

6. Consolidated Financial Statements

The audited Consolidated Accounts and Cash Flow Statement, comprising of the Company and its subsidiaries form part of this Report. The Auditors' Report on the Consolidated Accounts is also attached. The same is unqualified. The Consolidated Accounts have been prepared in accordance with the Accounting Standards prescribed by the Companies Act, 2013 in this regard and the provisions of the Listing Agreement(s) entered into with the Stock Exchanges.

7. Conservation of energy, technology absorption and foreign exchange earnings and outgo

Particulars, as prescribed by Section 134(3)(m) of the Companies Act, 2013, read with Rule 8 (3) of the Companies (Account) Rules, 2014, in respect of conservation of energy, technology absorption and foreign exchange earnings and outgo, to the extent applicable to the Company, are given below:

Conservation of Energy

The Company embraces new technology from aircraft and engine manufacturers. Our achievements on fuel efficiency include our aircraft fleet and engine modernization / renewal policy. Improved flight planning through all flight stages, improvements in flight operation procedures such as continuous descent operations, reduced engine taxi-in procedure, participation in route planning/restructuring at various levels and decrease in uplift of unnecessary surplus fuel further contribute to fuel savings and emissions reductions. We utilize latest flight techniques and flight planning systems that reduce fuel use. Various teams within the Company work on implementing innovative fuel optimization and monitoring initiatives. Other initiatives include airframe and engine performance improvement packages, use of core washing, reduction of unnecessary weight, adjustment of potable water carried depending on aircraft and sector flown, usage of lightweight crockery and cargo containers, reduction of operational items, as well as employment of mobile ground power units and preconditioned air units to reduce use of on-board auxiliary power units. These measures improve our overall fuel efficiency and have enabled us to operate our aircraft in a highly efficient manner.

The Company's impact on climate change is due mainly to CO2 emissions generated by its aircraft engines. The Company has implemented its action plan, the focus of which is renewal of its fleet. Fleet modernization programme ensures our aircraft are as technologically advanced and fuel efficient as possible. It is mobilizing all its departments in its efforts to minimize its carbon footprint by pursuing flight optimization, reducing the impact of ground operation etc. The Company is committed to reduce CO2 emissions.

The Company is also sponsoring research dedicated towards understanding the impact of aircraft engine emissions on the environment and the various technological as well as market based measures to contain the emissions. The Company is engaged in supporting high potential resource conservation and renewable energy programmes.

Technology absorption

Technology and e-Commerce initiatives

Over the past year, the Company has introduced a set of technology based initiatives with a clear focus on further enhancing its guests overall travel experience. The introduction of an enhanced self-check-in service has provided guests with seamless options to check-in using our website, mobile app and kiosk. Integrating with Google Now has enabled guests to receive convenient and relevant updates about their flight and other related travel information.

The Company has also been the first in the country to successfully complete a pilot test for the use of mobile barcoded boarding pass at Bengaluru International Airport. Another first in Indian Aviation is the launch of #JetInstant, a Twitter based integration that allows guests to check for flight status and avail the lowest fare for a particular route with just a single Tweet.

To increase its reach among developed and emerging markets, the Company also introduced multi-lingual versions of its website in Arabic and Vietnamese. Guests can now also pay for their tickets booked on jetairways.com using Paytm and Mobikwik prepaid wallet based payment options.

In the coming years, the Company aims to further enhance #JetInstant with additional easy to access services. The launch of its refreshed, state of the art, responsive website and booking experience will further improve the guests overall online experience across devices.

Foreign Exchange earnings and outgo

The details of Foreign Exchange earnings and outgo are given under the Notes to Accounts.

8. Environment, Health and Safety (EHS)

The Company values its employees and is committed to protecting their health, safety and well-being. It therefore continues to develop and improve its arrangement for managing environment, health and safety issues.

The managements vision is to see that the risks to employees' health and safety arising from work activities are effectively controlled, thereby contributing to the overall economic and social well-being of the community.

The key objectives of our EHS policy are:

? To communicate appropriate, timely and practical workplace environment, health & safety information and advice.

? To improve compliance with EHS standards through inspection and investigation activities.

? To ensure that an effective and up-to-date health and safety regulatory frame work is maintained.

The Company's Management takes its responsibilities for managing its environment, health & safety systems, policies and practices very seriously by implementing various rules and regulations laid down under Factories Act, 1948 and the Environment (Protection) Act, 1986.

Examples of key areas of our work and include :

1 EHS Policy

2 Our work to secure better regulations

? All hazardous waste is disposed through approved vendors of the Pollution Control Board.

? Air monitoring is done in areas where chemicals & paints are used.

? Waste water is treated through ETP before it is discharged to storm water system.

3 Progress against our key performance targets

? Medical check-up for employees dealing with chemicals.

? EHS awareness program for employees.

? EHS audit program.

? Monitoring of Hazardous waste generation.

? Re-cycling of paper waste generated in office.

? Use of paper on both sides.

? Energy and water conservation program

? No reportable accident in Financial Year 2014-15.

9. Fixed Deposits

The Company has not accepted any Fixed Deposits from the public during the Financial Year ended 31st March, 2015.

10. Corporate Governance

We adhere to the principles of Corporate Governance mandated by the Securities and Exchange Board of India and have complied with all the mandatory requirements, except with regards to Clause 49(II)(A)(2) of Listing Agreement which deals with number of Independent Directors in case the non-executive chairman is a promoter which has been complied by the Company with effect from 1st November, 2014. The non-mandatory requirements have been complied with to the extent practical and applicable.

A separate section on Corporate Governance and a certificate from the Auditors confirming compliance with the Corporate Governance requirements as stipulated in Clause 49 of the Listing Agreement(s) entered into with the Stock Exchanges, form part of this Annual Report.

The Chief Executive Officer's declaration regarding compliance with the Code of Business Conduct and Ethics forms part of the Report on Corporate Governance.

The requisite Certificate from the Auditors of the Company on Corporate Governance as stipulated under the aforesaid Clause 49 is attached to this Report.

11. Corporate Social Responsibility

As required under Section 135 of the Companies Act, 2013, the Board of Directors of the Company has constituted the Corporate Social Responsibility Committee which consists of Mr. Dinesh Kumar Mittal, Mr. Javed Akhtar and Mr. Gaurang Shetty as its Members

Since the Company does not have net profit for the last three Financial Years, the Company is not mandatorily required to contribute towards Corporate Social Responsibility activities. However, the Company runs an in-flight collection programme called 'Magic Box' in association with the non-governmental organisation-(NGO) Save the Children India (STCI). The funds raised through the Magic Box programme are utilised for relief work involving natural calamities such as earthquakes as well as education and healthcare for the underprivileged children and women. It also contributes significantly in the fight against trafficking of women and children.

In its constant endeavour to facilitate empowerment of women, the Company organises an in-flight fund raising drive prior to the 8th March each year. The funds collected are donated to select NGOs working primarily for the upliftment and empowerment of underprivileged women.

On the occasion of Children's Day on 14th November each year, the Company organises "Flights of Fantasy" for approximately 100 underprivileged children. Under this unique initiative, these children are introduced to the world of aviation, which is both informative as well as an educational experience for them.

12. Employees

Your Directors acknowledge the selfless untiring efforts, whole-hearted support and co-operation of the employees at all levels. Our industrial relations continue to be cordial.

The total number of permanent employees of the Company as on 31st March, 2015, was 13,527 (as on 31st March, 2014: 13,256).

The information required pursuant to Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, in respect of employees of the Company, will be provided upon request. In terms of Section 136 of the Act, the Report and Accounts are being sent to the Members and others entitled thereto, excluding the information on employees' particulars which is available for inspection by the Members at the Registered Office of the Company between 10 a.m. and 12 noon on any working day of the Company up to the date of the ensuing Annual General Meeting.

13. Directors' Responsibility Statement

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013:

? that in the preparation of the annual Financial Statements for the year ended 31st March, 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any

? that such accounting policies have been selected and applied consistently and judgement and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2015 and of the loss of the Company for the year ended on that date;

? that proper and sufficient care has been taken 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;

? that the annual Financial Statements have been prepared on a going concern basis;

? that proper internal financial controls are in place and that the financial controls were adequate and were operating ^ effectively;

? proper systems to ensure compliance with the provisions of all applicable laws are in place and are adequate and operating effectively.

14. Number of Meetings of Board

The annual calendar of Board Meetings is tentatively agreed upon at the beginning of each year. Additionally, Board Meetings are convened to transact special business, as and when necessary.

Directors

Our definition of 'Independence' of Directors is derived from Clause 49 of the Listing Agreement with Stock Exchanges and Section 149(6) of the Companies Act, 2013. Based on the confirmation / disclosures received from the Directors and on evaluation of the relationships disclosed, the following Non-Executive Directors are Independent in terms of Clause 49 of the Listing Agreement and Section 149(6) of the Companies Act, 2013 as at 31st March, 2015:-

Mr. Aman Mehta

? Mr. Dinesh Kumar Mittal

? Mr. Javed Akhtar

? Mr. I. M. Kadri

Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board of Directors has undertaken an evaluation of its own performance, the performance of its Committees and of all the individual Directors based on various parameters relating to roles, responsibilities and obligations of the Board, effective ness of its functioning, contribution of Directors at meetings and the functioning of its Committees.

Remuneration Policy

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. Details of the Remuneration Policy are provided in the Corporate Governance Report.

17. Related Party Transactions

All related party transactions that were entered into during the Financial Year were on an arm's length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

All Related Party Transactions have been placed before the Audit Committee as also the Board for their approval. The policy on Related Party Transactions as approved by the Board is available on the Company's website. None of the Directors has any pecuniary relationships or transactions vis-a-vis the Company.

The particulars of contracts or arrangements with related parties referred to in Section 188(1), as prescribed in Form AOC - 2 of the rules prescribed under Chapter IX relating to Accounts of Companies under the Companies Act, 2013, is appended as "Annexure A".

18. Auditors

The Statutory Auditors, Deloitte Haskins & Sells LLP, Chartered Accountants, and Chaturvedi & Shah, Chartered Accountants, retire at the forthcoming Annual General Meeting. M/s. Chaturvedi & Shah, Chartered Accountants have confirmed their eligibility and willingness to accept office, if re-appointed.

As per the provisions of Section 139 (2)(b)(ii) read with Rule 6 of the Companies (Audit and Auditors) Rules, 2014, any audit firm which has been functioning as the Statutory Auditor of a Company for ten years or more cannot be re-appointed as the Statutory Auditor without a mandatory cooling off period of five consecutive years.

In order to comply with the requirements of the Companies Act, 2013 and to facilitate a smooth transition from the existing joint Statutory Auditors to the new Statutory Auditors it is proposed to appoint a new audit firm i.e M/s. BSR & Co. LLP, Chartered Accountants in place of M/s. Deloitte Haskins & Sells LLP, Chartered Accountants, thereby ensuring the Company is in compliance with Section Section 139 (2)(b)(ii) of the Companies Act, 2013, read with Rule 6 of the Companies (Audit and Auditors) Rules, 2014.

The re-appointment of M/s. Chaturvedi & Shah, (Chartered Accountants) and the appointment of M/s. BSR & Co. LLP as the Joint Statutory Auditors for the Financial Year 2015-16, forms part of the Notice of the said Annual General Meeting and the Resolution is recommended for your approval.

Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mr. Vijay Sonone, Practising Company Secretary (COP No. 7991) to undertake the Secretarial Audit of the Company. The Report of the Secretarial Auditor is annexed herewith as "Annexure B".

Reply to the observations in the Secretarial Audit Report :

The necessary forms for appointment of Key Managerial Personnel have been filed. The Company has also complied with the requirement of Woman Director by appointing Mrs. Anita Goyal on 8th April, 2015.

19. Vigil Mechanism / Whistle Blower Policy

The Company has a vigil mechanism and Whistle Blower Policy in place to deal with instance of fraud and mismanagement, if any. The details of the Policy are explained in the Corporate Governance Report and also posted on the website of the Company.

20. Transfer to Reserves

The Company has made no transfers to reserves during the Financial Year 2014-2015.

21. Extract of Annual Return

The details forming part of the extract of the Annual Return in Form MGT 9 is annexed herewith as "Annexure C".

22. Material changes and commitments affecting the financial position of the Company

There have been no material changes and commitments, if any, affecting the financial position of the Company which have occurred between the end of the Financial Year of the Company to which the Financial Statements relate and the date of the report.

23. Risk management policy and adequacy of internal financial controls

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. These are discussed at the meetings of the Audit Committee and the Board of Directors of the Company.

The Company's internal control systems with reference to the Financial Statements are adequate and commensurate with the nature of its business and the size and complexity of its operations. These are routinely tested by Statutory as well as Internal Auditors. Significant audit observations, if any and follow up actions thereon are reported to the Audit Committee.

24. Policy on Prevention of Sexual Harassment at Workplace

The Company has in place a Prevention of Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the workplace (Prevention, Prohibition & Redressal) Act, 2013, A committee has been set up to redress complaints received regarding sexual harassment. All employees (Permanent, contractual, temporary, trainees) are covered under this policy.

26. Information relating to Section 197(12) & Rule 5 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014

The ratio of the remuneration of each director to the median employee?s remuneration and other details in terms of sub-section 12 of Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

27. Acknowledgements

Your Directors wish to place on record their appreciation for the support extended by the Company's General Sales Agents' and other members of the travel trade in furthering the interest of the Company.

Your Directors would like to thank the Government of India especially the Ministry of Civil Aviation, Ministry of Commerce and Industry and Ministry of Finance for having had the foresight to have introduced the historic liberalization measure permitting foreign airlines to invest in the equity of Scheduled and Non Scheduled passenger airlines in India.

Your Directors also take this opportunity to thank the Ministry of Civil Aviation, Government of India, the Directorate General of Civil Aviation, Airports Authority of India, Mumbai International Airport (Private) Limited, Delhi International Airport (Private) Limited, GMR Hyderabad International Airport Limited, Bangalore International Airport Limited, Cochin International Airport Limited and other airport operators for their support and co-operation. Your Directors are also grateful to the Ministry of Finance, Reserve Bank of India, National Stock Exchange of India Limited, BSE Limited, US Exim Bank, Export Credit Agencies, Financial Institutions and Banks, The Boeing Company, Airbus Industrie, Avion de Transport Regionale, General Electric, CFM, Pratt and Whitney, the other lessors of our aircraft and engines and all other vedors and service providers for their understanding and look forward to their continued support.

On behalf of the Board of Directors

Naresh Goyal

Chairman

Place :  Mumbai

Date : 29th May, 2015

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