Dear Members,

The Directors have pleasure in presenting their Twenty Fifth Annual Report together with the Audited Statement of Accounts for the Financial Year ended 31st March, 2017.

1. Performance Highlights

The financial and operating highlights for the year under review, compared with the previous Financial Year, are given below:

Financial highlights

(Rs. in Lakhs)


Standalone for year ended

Consolidated for year ended

31st March

31st March










Profit before Interest, Depreciation,

Exceptional Items & Tax





Finance Costs





Profit/(Loss) before Depreciation,

Exceptional Items & Tax










Profit/(Loss) before Exceptional Items & Tax





Exceptional Items (Net)





Profit/(Loss) before Taxation & Adjustments





(Excess)/Provision for Tax





Share of Profit in Associate




Profit/(Loss) after Taxation





Loss brought forward





Amount transferred to Debenture Redemption Reserve





Impact of Depreciation as per New Companies Act, 2013





Amount transferred to Balance Sheet





Note: 1 Lakh = 100,000

Operating highlights (Consolidated)

Operating Parameters

Year ended 31st March



Departures (Number)



Available Seat Kilometers (ASKMs) (Million)



Revenue Passenger Kilometers (RKMs) (Million)



Passenger Load Factors (%)



Revenue Passengers (Number)



Fleet Size



2. Dividend

In view of the accumulated losses, the Board of Directors have not recommended any dividend on the Equity Shares for the Financial Year ended 31st March, 2017 (Previous year: Nil per Equity Share).

3. Review of Operations

During the year, the Company reported consolidated Profit After Tax of Rs.43,845 Lakhs and standalone Profit After Tax of Rs.39,043 Lakhs. Overall revenue increased from Rs.2,290,606 Lakhs in Fiscal 2016 to Rs.2,366,991 Lakhs in Fiscal 2017.

Available Seat Kilometers (ASKMs) increased by 6.7% to 53,476 Million in Fiscal 2017 compared with 50,114 Million in Fiscal 2016, which lead to rise in passenger numbers from 25.84 Million in Fiscal 2016 to 27.15 Million in Fiscal 2017.

Cost per ASKMs, excluding fuel continues to show improvement, which is evident from the fact that the Company was able to reduce cost by 1.2% over last year, despite inflationary increase in costs, weakening Indian rupee, and more importantly considerable increase in payroll and landing & navigation costs during the year.

The Company’s domestic passenger traffic for the year under review grew by 3.5% while international passenger traffic registered an increase of 9.1%. The Company ended the Financial year with a system-wide seat factor of 81.3%. The seat factor for Domestic and International operations was 81.4% and 81.3% respectively.

Civil Aviation Policy

The Government introduced the New National Civil Aviation Policy in June 2016 heralding a marked shift in the Civil Aviation scenario in the country.

The new policy outlines several concrete measures to support India’s ambition to become the world’s third largest aviation market by facilitating creation of a robust domestic infrastructure framework. These include promoting regional connectivity across the country, infrastructural development including secondary airports, reduction in air fares to make them affordable, protecting consumer rights via timely refunds, rationalizing excess baggage charges, etc.

The new policy also amended the erstwhile 5/20 rule boosting competition and accorded cargo an ‘infrastructure status’ in line with the Government’s “Make in India” plan to increase cargo volumes; as well as development and promotion of India as a major Maintenance, Repair & Overhaul (MRO) hub in Asia. The new policy also unbundled fares allowing carriers the opportunity to take innovative steps to boost revenue via ancillary streams.

Network and Connectivity

The past year was marked by notable achievements in both passenger and cargo sides of the business. The Company completed 12 successful months of operations from its new Gateway at Amsterdam. Amsterdam has witnessed strong growth within a year of its operation and the outlook is promising for both passenger and cargo. In view of higher levels of growth witnessed, the Company deployed its B777-300ER between India and Amsterdam, offering first class service as well as facilitating record cargo uplift.

During the year, the Company continued its efforts to augment connectivity in the domestic market by launching direct, non-stop flights between emerging cities and metros such as those between Mumbai-Bagdogra, Mumbai-Madurai and Mangalore-Delhi, as well as between emerging cities such as Jaipur and Chandigarh. These initiatives are expected to continue well into the next year, as the Company endeavors to increase its capacity in the highly competitive domestic market on commercially important routes. The Company deployed its wide body A330s on key domestic routes between metros (Delhi, Mumbai, Bengaluru, and Chennai which are slot constrained airports) this enabled it to increase traffic and enable our guests to experience international comfort on domestic routes. This initiative has drawn strong appreciation from our guests.

On the international side of the business, the Company, together with its strategic partner - Etihad Airways, continued to take steps to further strengthen connectivity between India and the Gulf and together with Etihad Airways, the Company accounted for the major share of international air traffic between India and the Gulf.

The Company also added frequencies between India and Nepal, providing guests with greater choice while doubling its capacity on the sector. New international flights from Bengaluru to Singapore and Colombo were also launched during the year, enhancing connectivity as well as capacity to ASEAN and SAARC regions, including deployment of B777 from Mumbai to Singapore.

The Company also expanded its connectivity to the Far East via codeshare agreements with Hong Kong Airlines, Fiji Airways and JetStar Asia, bringing new and unique destinations such as Okinawa in Japan, Darwin in Australia as well as Auckland in New Zealand into its network fold.

During the year, the Company also strengthened its ongoing relationship with code share partners Delta Air Lines, KLM Royal Dutch Airlines, Air France and Virgin Atlantic, expanding connectivity via its European gateways to cover 34 points in North America and 46 points in Europe.

Network enhancements and upgrades via introduction of new flights, addition of frequencies as well as wide body upgrades on key routes such as Amsterdam, Dammam, Doha, Dubai and Jeddah continued throughout the year, providing guests with a truly world-class travel experience. The Company also added flights from additional southern cities including Hyderabad, Mangaluru and Kozhikode to the Gulf, in line with growing demand.

Vision and Mission

With growing operations and improving financial health, the Company’s management outlined its mission and strategic intent to revitalize the organisation’s vision in order to align it with the Company’s current and future direction. In September 2016, the Company rolled out its new vision and mission as a follow up to its widely-acclaimed “Guest First” philosophy. The new vision, mission and purpose have been conceived based on evolving market conditions and with an underlying fundamental focus to renew the airlines connect with its guests for sustaining its successful turnaround.

“To be amongst the most innovative and admired brands, renowned for service excellence” is the new vision of the Company, with core drive being to “Bring the spirit of Indian hospitality to the World”. The Company’s core values and mission have been created on the basis of its new vision statement.

Innovation and Technology

The Company continued to drive excellence in innovation by using technology to design and deploy valuable products such as JetAdvance, Priority Advantage, Seat Select, Global Pass as well as its cutting-edge Wi-Fi based inflight streaming services, which have been well received by the travelers.

The Company expanded the scope of its services towards its guests by offering to manage their entire itinerary from an end-to-end perspective via innovative last mile surface connectivity agreements with other brands such as Uber and Indo-Canadian Bus Services via coaches and cabs, helping amplify its value proposition to guests significantly.

Awards, Milestones and Recognitions

The Company also leveraged its gateways and deployment of long haul aircraft to stimulate its cargo business, winning numerous awards such as, ‘International Cargo Airline of the Year’ at the 4th GMR-IGI Airport Awards 2016 and the ‘Air-Cargo Airline of the Year’ at the ‘Logistics Asia Awards’.

Jet-Privilege, the well-recognized frequent flyer, rewards and loyalty management programme also continued to grow from strength to strength crossing the milestone of 6 Million plus members, making it one of the world’ leading programmes in the aviation category. The reputed programme continued winning laurels including the coveted “210 Award” at the prestigious 2016 Freddie Awards as well as others at the 10th Customer Loyalty & Customer Experience Awards. During the year, the Company also launched India’s first and biggest ever ‘Billion Miles Festival’, awarding JP Miles to guests booking flights on the airline until 31st March, 2017.

Fiscal 2017 was also eventful given that the International Air Transport Association (IATA) re-elected Mr. Naresh Goyal, Chairman of the Company, to its Board of Governors for a fifth successive tenure. In fact, Mr. Goyal is the only representative from India, the fastest growing aviation market in the world, on the IATA Board of Governors. Mr. Goyal was also honored as ‘The Iconic Indian’ by BITB / ITB Berlin at an event held at New Delhi. The Company was the only Indian brand from the aviation category to be featured amongst the world’s top 200 most influential brands in a survey by Richtopia.


As on 31st March, 2017, the Company had a fleet of 104 aircraft, comprising 10 Boeing 777-300 ER aircraft, 5 Airbus A330-200 aircraft, 4 Airbus A330-300 aircraft, 67 Next Generation Boeing 737-700/800/900/900ER aircraft, 15 modern ATR 72-500 Turboprop aircraft and 3 ATR 72-600 aircraft. The average fleet age as on 31st March, 2017 was 7.43 years. One A330-200 aircraft was sub-leased to Air Serbia as on 31st March, 2017.

The Company flies to 45 domestic destinations (includes flights operated by Jet Lite (India) Limited, the Company’s wholly owned subsidiary) and 20 International destinations.

4. Management Discussion and Analysis

As required by Regulation 34 of the Securities and Exchange Board of India (Listing Obligations And Disclosure Requirements) Regulations, 2015 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.

For the Financial Year ended 31st March, 2017, Jet Lite posted a total income of Rs.123,331 Lakhs (2015-16: Rs.113,655 Lakhs) and a Net Loss of ’ (5,789) Lakhs (2015-16: ’ (2,072) 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, 2017 (Previous Year : Nil). The Company continues to support the operations of Jet Lite.

The highlights of the operating performance of Jet Lite for the Financial Year ended 31st March, 2017 are as follows:

Operating Parameters

Year ended 31st March



Departures (Number)



Available Seat Kilometers (ASKMs) (Million)



Revenue Passenger Kilometers (RKMs) (Million)



Passenger Load Factors (%)



Revenue Passengers (Number)



As on 31st March, 2017, Jet Lite had an all-Boeing fleet of 8 aircraft, comprising 3 Boeing 737-700 and 5 Boeing 737800 aircraft.

Jet Airways Training Academy Private Limited (JATAPL)

In view of the fact that JATAPL has not commenced operations since its incorporation in 2012, an application was made to the Registrar of Companies, Mumbai to strike off its name under the Fast Track Exit Scheme, 2011. The name of JATAPL has accordingly been struck off the Register of Companies with effect from 15th March, 2017.

Airjet Ground Services Limited (‘AGSL’)

Recent changes in the National Civil Aviation Policy dated 15th June, 2015, prohibit airlines from engaging any manpower on contract basis for performing ground handling services. However, airlines are permitted to carry out ground handling and ancillary services through their own employees or employees of their subsidiary (ies).

In view of the above, the Board of Directors of the Company, at its Meeting held on 13th January, 2017, approved the incorporation of a wholly owned subsidiary for the purpose of, inter-alia, carrying on ground handling and ancillary services.

Accordingly, AGSL was incorporated on 10th March, 2017. The main objects of AGSL are to carry on all or any of the business or activities of ground handling and allied services, in relation to the aviation sector, as may be permissible in law include ramp handling and traffic handling and such other related activities.

As at 31st March, 2017, AGSL has yet to commence operations. For the Financial Year ended 31st March, 2017, AGSL posted a total income of Rs.Nil and a Net Loss of ’ (3) 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 25th Annual General Meeting to be held on 11th September, 2017.

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 Institute of Chartered Accountants of India in this regard and the provisions of the Listing Agreement(s) entered into with the Stock Exchanges.

Further, as required under Section 129(3) of the Companies Act 2013, read with Companies (Accounts) Rules 2014, a statement containing salient features of the Financial Statements of the Subsidiaries in prescribed Form AOC-1 is attached as ‘Annexure A’.

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 principal requirement of energy for the Company is that of jet fuel for aviation activities. The Company persistently strives to optimize fuel consumption in every facet of flight operation. These measures pertain to fuel consumption on ground and during the flight. The focus is on making the flight processes more efficient to reduce fuel consumption and thus CO2 emissions. The pillars of Company’s optimum energy strategy are:

(i) State of aircrafts:

State and configuration of aircrafts, which includes the airframe and the engines, impacts fuel consumption. Engine washing is done regularly to maintain engine efficiency and the airframe is maintained immaculately to minimize aerodynamic drag.

(ii) Flight planning and processes:

Regular review of operating and flight planning processes is undertaken to optimize fuel consumption. Specific initiatives pertain to optimized routes, operating weight reduction and optimum fueling for the mission - without compromising the safety of operations. The Company utilizes latest models, techniques and systems which optimise fuel use. Deployment of the assets is done so as to optimize fuel efficiency for each flight.

(iii) Crew training and feedback:

Sensitization of Crew through regular training and feedback on fuel optimization potential is undertaken. Opportunities to reduce fuel consumption are brainstormed.

(iv) Post flight analysis:

Post flight analysis is undertaken to verify the impact of various policies and initiatives undertaken to reduce fuel consumption and serves as dynamic feedback in the fuel optimization endeavour.

(v) Technology infusion:

Technology infusion is done in areas which are found to have high potential for reduction in fuel consumption. Such areas cover all the aspects of operations.

Technology absorption Training of Pilots

Simulator training for A330, B737 and B777 aircraft was conducted at the Training Centre at Bangalore under supervision of the Company’s own trainers.

Technology and e-Commerce initiatives

The past year saw some remarkable breakthroughs in the eCommerce space with the introduction of various initiatives aimed to further enhance our guests’ overall travel experience.

The Company launched JetScreen, a flrst-of-its-kind wireless streaming service in Indian aviation where guests can access a host of in-flight entertainment on their personal device, including smartphones, laptops and tablets.

To provide guests the added flexibility for planning their travel, the Company introduced eCoupons - an electronic version of our coupon booklets that allows guests to book flights at fixed (all-inclusive) fares to any destination within India. In an attempt to enhance the check-in process and reduce waiting time at the airport counters, the Company implemented printing of baggage tags at the check-in kiosks at Mumbai airport. Once tagged, guests can simply drop their bags at the self-bag drop counter and proceed to security check.

To further enhance and customise our guests’ online user experience, the Company launched 9 new country specific websites taking the total tally to 72 websites in 10 local languages. In addition, the Company also launched lingual specific online booking engines for the French and Dutch markets. In line with the philosophy of enhancing its overall value proposition, the Company has introduced a host of smart, guest-centric initiatives in the form of both product and service experiences such as ‘Seat Select’, ‘FareLock’, ‘JetAdvance’ and ‘Fare Choices’ that make travel increasingly technology friendly and convenient.

In an initiative to drive further choice and convenience, the Company also integrated some of the latest payment options like EMI, UPI and payment wallets in the domestic and international markets.

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

Environment, health and safety (‘EHS’) is an umbrella term for the laws, rules, guidance and processes designed to help protect our employees, the public and the environment from harm. In our workplace, the responsibilities for designing and implementing this appropriate procedures is assigned to EHS Department which is responsible for environmental protection and occupational health & safety at the workplace. EHS management has two general objectives:

a. Prevention of incidents or accidents that might result from abnormal operating conditions; and

b. Reduction of adverse effects that result from normal operating conditions

Regulatory requirements play an important role and the EHS Manager and safety officers of all stations identify and understand relevant EHS regulations, the implications of which are communicated to executive management, so that it can implement suitable measures.

From environment, health & safety standpoint, it involves creating organized efforts and procedures for identifying workplace hazards and reducing accidents and exposure to harmful situations and substances. It also includes regular EHS awareness training of personnel in accident prevention, accident response, emergency preparedness and use of personal protective equipment (PPE).

From an environmental standpoint, we have created a systematic approach to complying with environmental rules and regulations, such as managing waste that are generated at our workplace all the way till handing over to Pollution Control Board authorized vendors to reduce the Company’s carbon footprint.

Successful EHS programs also include measures to address ergonomics, air quality and workplace safety that could affect the health and well-being of employees and the overall community.

9. Fixed Deposits

The Company has not accepted any Fixed Deposits from the public during the Financial Year ended 31st March, 2017.

10. Non-Convertible Debentures

The Company had issued 6,989 Unsecured, Taxable, Redeemable, Listed and Rated Non-Convertible Debentures of a face value of Rs.1,000,000/- each (‘NCD’) in the previous financial year on a Private Placement basis to EA Partners I.B.V a Foreign Portfolio Investor. These NCDs are listed on the BSE Limited.

The NCDs are rated BBB- by ICRA. No interest remains unpaid in respect of the NCDs as at 31st March, 2017.

11. 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. 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 forms part of this Annual Report.

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

12. Corporate Social Responsibility

As a good Corporate Citizen, your Company has since its inception in 1992, taken up several initiatives and activities, in its endeavour to contribute in a socially responsible manner to the communities it serves and to Indian society as a whole. Towards this end and as required under Section 135 of the Companies Act, 2013, the Board of Directors of the Company has constituted a Corporate Social Responsibility Committee. As on 31st March, 2017, the Committee comprised of Ms. Rajshree Pathy, Mr. Javed Akhtar, Mr. Gaurang Shetty, Mr. Vikram Mehta and Mrs. Anita Goyal as its Members.

Your Company is committed to making a contribution to the society it serves in general, and in particular, towards the betterment, education and empowerment of the girl child. Since its early years, your Company has been running an inflight collection program called the ‘Magic Box’ in association with a Non-Governmental Organization named Save the Children India (STCI). The funds raised through this unique initiative from our guests (flying on our domestic flights) are utilized by STCI for education and for providing healthcare for underprivileged children and education for children with special needs. The collections from the “Magic Box” are also used by STCI to fund vocational courses for women.

Furthermore, as an equal opportunities employer it has always been the airline’s endeavor to hire and promote diversity within the organization and facilitate empowerment of women. To celebrate and recognize womanhood, Jet Airways organizes a special in-flight fund raising drive on the occasion of International Women’s Day, each year, across its domestic destinations. The funds collected are donated to three chosen NGO’s who work primarily for the up-liftment and empowerment of underprivileged women.

Jet Airways has, over the years, partnered with NGOs such as the Wishing Factory, Save the Children India, YouWeCan, Akanksha, Maijwan, and a host of others, to educate them with specially prepared presentations about the world of aviation, by regularly organise trips to our hangars and airport terminal buildings to showcase the behind the scenes workings of an airline to young children.

On the occasion of Children’s Day on 14th November each year, the Company organizes its annual “Flight of Fantasy” event for underprivileged children, and those with special needs. This is your Company’s flagship event done yearly across centers and offers over 100 underprivileged children from select NGOs not just the chance for a joy ride, but also give them the opportunity to realize their dream to fly in an aircraft.

Jet Airways has always been in the forefront in the wake of calamities, natural disasters and other such contingencies. The Company has responded and supported the various state Governments and the Government of India’s call for rehabilitation of displaced persons, transporting emergency supplies of food, medicine, rehabilitation material, assisting & transporting doctors and stranded guests with rebated travel and carriage of free cargo for medical and relief supplies.

The airline annually organises the ‘Joy of Giving week’ across its domestic network. This special week gives a chance to all our colleagues to donate for a chosen NGO in each metro city. We are proud to state that our colleagues donate very generously both in cash and in kind and have helped many NGO’s with their care and generosity over the years.

Jet Airways takes its commitment to society and the upliftment of both women and children very seriously and we do our best with the resources in hand to put smiles on the faces of those less fortunate than us.

13. 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, 2017, was 16,015 (as on 31st March, 2016: 14,905).

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.

14. 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, 2017, 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, 2017 and of the profit 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 were in place and that the financial controls were adequate and were operating effectively;

- that Company has devised proper systems to ensure compliance with the provisions of all applicable laws and such systems were in place and were adequate and operating effectively.

15. 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.

Six Board Meetings were held during the Financial Year 2016-17. The gap between any two Board Meetings did not exceed 120 days. The Board Meetings were held on the following dates:

26th May, 2016

12th August, 2016

11th November, 2016

27th December, 2016

13th January, 2017

3rd February, 2017

The details of the attendance of Directors at the Board Meetings held during the Financial Year 2016-17 are provided in the Report on Corporate Governance which forms part of this Report.

16. Directors

During the year, Mr. Aman Mehta (DIN: 00009364) and Mr. I M Kadri (DIN: 00081694) ceased to be Independent Directors with effect from 27th December, 2016. The Board places on record its appreciation for the services rendered by them during their tenure with the Company.

As per the provisions of the Companies Act 2013, Mrs. Anita Goyal (DIN:01992051), retires by rotation at the ensuing Annual General Meeting and being eligible, seeks re-appointment. The Board recommends her re-appointment as a Director.

Our definition of ‘Independence’ of Directors is derived from Regulation 16 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 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 Section 149(6) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as at 31st March, 2017:-

- Mr. Dinesh Kumar Mittal

- Mr. Javed Akhtar

- Mr. Srinivasan Vishvanathan

- Ms. Rajshree Pathy

- Mr. Vikram Mehta

- Mr. Ranjan Mathai

Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, 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, effectiveness 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 and 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 Report on Corporate Governance.

17. Particulars of loans, guarantees or investments under Section 186

The Company has provided following loans and guarantees and made following investments pursuant to Section 186 of the Companies Act, 2013:

Name of the Entity


Amount (Rs. in Lakhs)

Particulars of loans, guarantees and investments

Purpose for which the loan, guarantee and investment are proposed to be utilized

Jet Lite (India) Limited

Wholly Owned Subsidiary



Provided to Banks/Financial Institutions and Lessor/Service Providers.

Loans given and investment made are given under notes 14, 15 and 45 to standalone financials statements.

18. Auditors

The Joint Statutory Auditor, M/s. BSR & Co. LLP, Chartered Accountants, who were appointed by the Members at the 23rd Annual General Meeting held on 14th August, 2015, have confirmed their eligibility and willingness to continue in their office, if their appointment is ratified by the Members as required under Section 139 of the Companies Act, 2013.

Pursuant to the provisions of Section 139 (2) read with Rule 6 of the Companies (Audit and Auditors) Rules, 2014, M/s Chaturvedi and Shah complete their term at the 25th Annual General Meeting and cannot be re-appointed without a mandatory cooling off period of five consecutive years. Accordingly, it is proposed to appoint M/s. D T S & Associates, a new audit firm in place of M/s Chaturvedi & Shah, Chartered Accountants, who complete their term at the 25th Annual General Meeting

The ratification of the appointment of M/s. BSR & Co. LLP and the appointment of M/s. D T S & Associates as the Joint Statutory Auditors, forms part of the Notice of the 25th Annual General Meeting and the Resolution is recommended for your approval.

The Statutory Auditors Report does not contain any qualifications, reservations or adverse remarks on the financial statements of the Company. Further, your Company also obtained Statutory Auditors Certificate as per requirement of circulars issued by Reserve Bank of India from time to time in relation to downstream investments.

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 Report on Corporate Governance and also posted on the website of the Company.

20. 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 are placed before the Audit Committee as also the Board for approval, as may be required. The policy on Related Party Transactions as approved by the Board is uploaded on the Company’s website. None of the Directors have 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, are appended as “Annexure B”.

21. 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 had appointed Mr. Taizoon M. Khumri, Practising Company Secretary (COP No. 88) to undertake the Secretarial Audit of the Company. The Report of the Secretarial Auditor is annexed herewith as “Annexure C”

There is no secretarial audit qualification for the year under review.

22. Extract of Annual Return

The details forming part of the extract of the Annual Return in Form MGT 9 is annexed herewith as “Annexure D”

23. Transfer to Reserves

During the Financial Year, the Company has transferred an amount of Rs.3,495 Lakhs to Debenture Redemption Reserve.

24. 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.

The Board of Directors of the Company at its Meeting held on 2nd September, 2015 approved the scheme of Merger of Jet Lite (India) Limited, the wholly owned subsidiary of the Company with the Company (the ‘Scheme’) as per the provisions of Section 391 to 394 of the Companies Act, 1956, subject to receipt of requisite approvals. The Appointed Date as per the terms of the Scheme is 1st April, 2015. The Scheme was approved by the Members of the Company on 22nd April, 2016. The Hon’ble High Court of Judicature at Bombay approved the Scheme on 20thOctober, 2016.

The Company is now in the process of obtaining the approval of the Ministry of Civil Aviation to the Scheme.

25. Risk management policy and internal adequacy

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 has also constituted a Risk Management Committee of the Board.

The Company’s internal control systems are commensurate with the nature of its business and the size and complexity of its operations. These are routinely tested and certified by Statutory as well as Internal Auditors. Significant audit observations and follow up actions thereon are reported to the Audit Committee.

26. Policy on Prevention of Sexual Harassment at Workplace

The Company has in place policy on Prevention of Sexual Harassment at work place in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013 and the Rules framed thereunder. A committee has been set up to redress complaints received regarding sexual harassment. All women, permanent, temporary or contractual including service providers are covered under the policy.

27. The change in the nature of business, if any, pursuant to Section 134 of the Companies Act, 2013, read with Rule 8(5) of the Companies (Accounts) Rules, 2014

- The details of directors or key managerial personnel who were appointed or have resigned during the year;

Sr. No.



Effective Date



Mr. Aman Mehta

Independent Director

27th December, 2016


Mr. I. M. Kadri

Independent Director

27th December, 2016



Mr. Vikram Mehta

Independent Director

27th December, 2016


Ms. Rajshree Pathy

Independent Director

27th December, 2016


Mr. Ranjan Mathai

Independent Director

21st March, 2017

- The names of companies which have become or ceased to be its Subsidiaries, joint ventures or associate companies during the year:

- The name of Jet Airways Training Academy Private Limited (‘JATAPL’), a wholly owned subsidiary of the Company was struck of the Register of Companies pursuant to an application made by JATAPL;

- Airjet Ground Services Limited was incorporated as a wholly owned subsidiary on 10th March, 2017.

28. Significant and material orders passed by the Regulators or courts

There are no significant and material orders passed by the Regulators/Courts that would impact the going concern status of the Company and its future operations, except for the order dated 20th October, 2016 of the Hon’ble High Court of Judicature at Bombay approving the Scheme of Merger of the Company. The Hon’ble High Court has vide its order dated 9th December, 2016 extended the due date for filing the certified copies of the order together with the authenticated scheme with the Registrar of Companies within a period upto 30 days from the date of receipt of the approval from the Ministry of Civil Aviation /Director General Civil Aviation of the Government of India respectively.

29. The details in respect of adequacy of internal financial controls with reference to the Financial Statements.

Your Company has an effective internal control and risk-mitigation system, which is constantly assessed and strengthened with new/revised standard operating procedures. The Company’s internal control system is commensurate with its size, scale and complexities of its operations.

30. Statutory Information

The Disclosure required under Section 197(12) of the Companies Act, 2013 read with the Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is as follows:

Sr. No.




The ratio of the remuneration of each director to the median remuneration of the employees of the Company for the Financial Year



The percentage increase in remuneration of each director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the Financial Year

No increase has been undertaken for Chief Executive Officer and Chief Financial Officer. Percentage increase in remuneration for Whole Time Director and Company Secretary was 71% and 74% respectively.


The percentage increase in the median remuneration of employees in the Financial Year

Median increase over the last Financial Year: 14%


The number of permanent employees on the rolls of Company

16,015 as on 31st March, 2017


Average percentile increase already made in the salaries of employees other than the managerial personnel in the last Financial Year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration;

Employees 28 %

Managerial Personnel 24 %


Affirmation that the remuneration is as per the remuneration policy of the company

Yes we confirm

31. Acknowledgements

Your Directors place on record their appreciation of the Company’s General Sales Agents’ and other members of the travel trade for their efforts 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 companies 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, Financial Institutions and Banks, Boeing Company, Avion de Transport Regionale, Airbus Industrie, General Electric, CFM and Pratt and Whitney and the lessors of our aircraft and engines for their understanding and look forward to their continued support.

On behalf of the Board of Directors

Mumbai Naresh Goyal

30th May, 2017 Chairman

CIN: U67190WB2003PTC096617. Trading in Commodities is done through our Group Company Dynamic Commodities Pvt. Ltd. The company is also engaged in Proprietory Trading apart from Client Business.

Disclaimer: There is no guarantee of profits or no exceptions from losses. The investment advice provided are solely the personal views of the research team. You are advised to rely on your own judgment while making investment / Trading decisions. Past performance is not an indicator of future returns. Investment is subject to market risks. You should read and understand the Risk Disclosure Documents before trading/Investing.

Disclosure: We, Dynamic Equities Private Limited are also engaged in Proprietory Trading apart from Client Business. In case of any complaints/grievances, clients may write to us at compliance@dynamiclevels.com

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