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किंगफिशर एयरलाइंस निदेशकों की रिपोर्ट, किंगफिशर एयरलाइंस निर्देशकों द्वारा रिपोर्ट

किंगफिशर एयरलाइंस

बीएसई: 532747  |  NSE: KFA  |  ISIN: INE438H01019  |  Transport & Logistics

खोजें किंगफिशर एयरलाइंस कनेक्शन Mar 12
निदेशकों की रिपोर्ट वर्षांत : Mar '13
To The Members,
 
 The Directors present the 18th Annual Report along with the Audited
 Accounts of your Company for the year ended March 31, 2013.
 
 Operations
 
 Your Company''s operations during the year ended March 31, 2013 have
 resulted in:
 
                                      (Rs. in million)
                                    Year ended   Year ended
                                    March        March
                                    31, 2013     31, 2012
 
 Gross Income                       6,834.61      58,239.08
 
 Earnings before financial         (8,294.07)       (259.90)
 charges, lease rentals,
 depreciation & amortization 
 and taxes (EBITDAR)
 
 Less:
 
 Depreciation & Amortization        2,387.82       3,418.66
 
 Lease Rentals                      7,100.81      10,584.54
 
 Financial charges                 14,361.55      12,763.35
 
 Profit / (Loss) before taxes     (32,144.25)    (27,026.45)
 
 Provision for taxes                              11,180.85
 (including FBT)
 
 Net Profit / (Loss) from         (32,144.25)    (15,845.60)
 ordinary activities
 after tax 
 
 Exceptional Item                  10,866.95       7,434.48
 
 Net Profit /(Loss) after tax     (43,011.20)    (23,280.08)
 
 Operations
 
 During the year under review, in view of the difficult operating
 environment as well as the engine problems, your Company''s airline
 operations and finances were severely affected. United Breweries
 (Holdings) Limited has filed a suit in the City Civil Court at
 Bangalore against International Aero Engines AG, its shareholders /
 joint venture partners and your Company being O.S. No. 6406 of 2012,
 alleging that the IAE V-2500 A5 engines supplied to your Company were
 inherently defective, both in design and manufacture, and has claimed
 damages of USD 210,400,000 plus Rs. 1621,000,000 (aggregating to
 approximately Rs.14,771 million as per the current exchange rate of
 approx Rs. 62.5 per US Dollar) and has reserved liability to claim
 further damages. No relief is sought against your Company in the said
 suit. Your Company discontinued international operations with effect
 from April 1, 2012. Thereafter for the reasons mentioned above, coupled
 with coercive action by the tax authorities who attached your Company''s
 accounts as well as the sources of revenue to your Company, your
 Company defaulted in its payments to several creditors and also delayed
 payment of salaries to its employees. Certain sections of employees
 resorted to sudden absence from work periodically, making it impossible
 for your Company to maintain its schedule integrity. The Director
 General of Civil Aviation (DGCA) suspended your Company''s Scheduled
 Air Operator''s Permit (SOP) on October 5,
 
 2012 and the SOP expired by efflux of time on December 31, 2012. As per
 civil aviation regulations, your Compnay has a period of 2 years to
 renew the SOP. Your Company has submitted its application for renewing
 your Company''s SOP as also a revival plan for renewing the SOP and
 reviving the operations of your Company in a phased manner, which is
 under consideration of DGCA.
 
 The revival plan has also been shared with the Lenders to your Company
 who however have been generally unsupportive of your Company''s efforts
 to revive the airline causing further hardship to your Company.
 Nevertheless, your Company diligently continues its efforts to bring in
 fresh infusion of funds into your Company and discussions with various
 prospective investors are underway, despite the persistent negative
 media statements being made by the Lenders about your Company as well
 as the hostile recovery action initiated by the Lenders proving to be a
 major concern for these investors.
 
 United Breweries (Holdings) Limited (UBHL), Dr.Vijay Mallya and
 Kingfisher Finvest (India) Limited have filed a suit in the Hon''ble
 Bombay High Court, being Suit No. 311 of 2013 (the Suit) against the
 consortium of bankers (Bombay Suit) who have advanced loans to your
 Company, inter alia, seeking the following reliefs:-
 
 (a) For a declaration that the Corporate Guarantee dated 21st December,
 2010 given by UBHL, the Personal Guarantee dated 21st December, 2010,
 given by Plaintiff 3 (Dr. Vijay Mallya), the Pledge Agreement dated
 21st December, 2010, are void ab-initio and non-est;
 
 (b) For a permanent order and injunction restraining the Defendants 1
 to 18, their servants, agents or assigns, or any other person claiming
 by, through or under them or any of them, from acting upon, in
 furtherance or in any manner giving effect to the impugned Notices
 dated 16th March, 2013, or from taking any other or further steps to
 act upon or in furtherance of the Pledge Agreement dated 21st December,
 2010, save and except in accordance with the procedure set out in
 clause 8.1 of the MDRA, issuing a notice thereunder;
 
 (c) For an order and declaration that the transfer of 26,46,155 and
 1,00,00,000 equity shares in USL and MCFL respectively held by
 Plaintiff 1 (UBHL), from the DP Account of Plaintiff 1 to the DP
 Account of Defendant 18, done pursuant to the impugned Notices is
 without the authority of law and void;
 
 (d) That Defendants 1 to 18 be ordered and directed by a mandatory
 order of this Hon''ble Court to restore status quo ante for all acts,
 deeds and things done pursuant to the said impugned Notices;
 
 (e) For a permanent order and injunction restraining the Defendants 1
 to 18, their servants, agents or assigns, or any other person claiming
 by, through or under them or any of them, from acting upon or in
 furtherance of the Corporate Guarantee dated 21st December, 2010 given
 by UBHL, the Personal Guarantee dated 21st December, 2010, given by
 Plaintiff 3 (Dr. Vijay Mallya) and the Pledge Agreement dated 21st
 December, 2010;
 
 (f) That an order and decree of damages of the sum of Rs. 3199.68
 crores as set out in the Particulars of Claim be awarded to the
 Plaintiffs;
 
 (g) Pending hearing and final disposal of the Suit, for a temporary
 order and injunction restraining the Defendants 1 to 18, their
 servants, agents or assigns, or any other persons claiming by, through
 or under them or any of them, from acting upon, in furtherance or in
 any manner giving effect to the impugned Notices dated 16th March,
 2013, or from taking any other steps to act upon or in furtherance of
 the Pledge Agreement dated 21st December, 2010, save and except in
 accordance with the procedure set out in clause 8.1 of the MDRA,
 including issuing a notice thereunder;
 
 (h) Pending hearing and final disposal of the Suit, for a temporary
 order and injunction restraining the Defendants 1 to 18, their
 servants, agents or assigns, or any other persons claiming by, through
 or under them or any of them, from acting upon or in furtherance of the
 Corporate Guarantee dated 21st December, 2010 given by UBHL, the
 Personal Guarantee dated 21st December, 2010, given by Plaintiff 3 (Dr.
 Vijay Mallya) and the Pledge Agreement dated 21st December, 2010.
 
 Your Company is a party defendant to the Suit, but no reliefs are
 sought against your Company. The Plaintiffs in the Suit
 
 moved an application in the Suit seeking ad-interim relief and pressed
 for a temporary order and injunction restraining the consortium of
 bankers, their servants, agents or assigns, or any other person
 claiming by, through or under them or any of them, from acting upon, in
 furtherance or in any manner giving effect to the impugned Notices
 dated March 16, 2013, or from taking any other or further steps to act
 upon or in furtherance of the pledge agreement, save and except in
 accordance with the procedure set out in clause 8.1 of the MDRA,
 including issuing of a notice thereunder. By an order dated April 2,
 2013 the Hon''ble Bombay High Court declined the interim relief to the
 extent pressed for by the Plaintiffs at the aforesaid hearing. The
 consortium of banks have sold the shares pledged but the said sale of
 shares is still under challenge as the order passed by the Hon''ble
 Bombay High Court was at an ad-interim stage, and therefore still sub-
 judice. The Suit is pending before the Hon''ble Bombay High Court.
 
 Your Company has also received recall notice dated April 2, 2013 from
 the State Bank of India (Lender''s Agent), calling upon your Company
 to forthwith pay the entire alleged principal and all accrued interest
 on and all other monies in respect of the various facilities
 aggregating to Rs. 6493.29 crores, failing which they would initiate
 steps for recovery.
 
 Your Company also received Notice dated May 3, 2013, issued jointly by
 SBICAP Trustee Company Ltd. and State Bank of India as Lenders'' Agent
 to your Company purportedly under Section 13(2) of the Securitization
 and Reconstruction of Financial Assets and Enforcement of Security
 Interest Act, 2002 (SARFAESI ACT), calling upon your Company to
 discharge the alleged outstanding liability of Rs. 6,027.42 crores
 (Rupees Six Thousand Twenty Seven Crores and Forty Two Lacs only)
 together with interest from April 1, 2013 and all other incidental
 expenses, to the Lender Banks within 60 (sixty) days from the date of
 the Notice, failing which SBICAP Trustee Company Limited would exercise
 its rights under Section 13(4) of the SARFAESI Act with respect to the
 secured assets listed in Annexure 1 to the said Notice. United
 Breweries (Holdings) Limited and Dr. Vijay Mallya have also been served
 with similar notices as alleged Guarantors on behalf of your Company.
 Your Company has challenged the legality and validity of these notices
 and is in consultation with its legal advisers to take other steps as
 may be advised by the legal advisors to protect your Company''s
 interests.
 
 Thereafter the Lenders have filed proceedings before the Debt Recovery
 Tribunal (DRT) at Bangalore. Your Company is in the process of
 consulting its legal advisors to protect its interests in these
 proceedings.
 
 Your Company''s immovable property viz Kingfisher House is subject
 matter of a Notice of Attachment from Service Tax authorities and
 Possession Notice by SBICAP Trustee Company Limited on behalf of the
 consortium of banks. Your Company is in the process of seeking legal
 advise in this regard.
 
 In view of operating losses incurred during the year, your Directors do
 not recommend payment of any dividend.
 
 Subsidiary
 
 The statement of your Company''s interest in its only subsidiary, Vitae
 India Spirits Limited, as at March 31, 2013, prepared in accordance
 with the provisions of Section 212(3) of the Companies Act, 1956 is
 attached to the Balance Sheet.
 
 Outlook
 
 Your Company is confident that the persistent and committed efforts of
 the management to bring in fresh infusion of funds will be successful,
 provided that the Lenders show interest and commitment in reviving the
 operations of your Company instead of the current hostile and negative
 approach that is proving a major cause of concern to investors.
 
 Capital
 
 During the year under review, your Company''s Authorised Share Capital
 remained unchanged at Rs. 42,500,000,000/- comprising of 1,650,000,000
 Equity Shares of Rs. 10/- each and 2,600,000,000 Preference Shares of
 Rs. 10/- each.
 
 During the year under review, the Issued, Subscribed and Paid-up Share
 Capital of your Company has increased from Rs. 11,307,472,740/- divided
 into 577,647,274 Equity Shares of Rs. 10/- each and 553,100,000 8%
 Cumulative Redeemable Preference Shares of Rs. 10/- each to Rs.
 13,618,229,900/- divided into 808,722,990 Equity Shares of Rs. 10/-
 each and 553,100,000 8% Cumulative Redeemable Preference Shares of Rs.
 10/- each on account of the conversion of 50,956,985 8% Optionally
 Convertible Debentures of Rs. 100/- each into 231,075,716 equity shares
 of Rs. 10/- each.
 
 Depository System
 
 The trading in the equity shares of your Company is under compulsory
 dematerialization mode. As of date, equity shares representing 99.91%
 of the equity share capital are in dematerialized form. As the
 depository system offers numerous advantages, members are requested to
 take advantage of the same and avail of the facility of
 dematerialization of your Company''s shares.
 
 Auditors'' Report
 
 As regards the observations in point no. 1 of the Auditors'' Report,
 your Company has adopted the Exposure draft on Accounting Standard - 10
 (Revised) Tangible Fixed Assets'' which allows such costs on major
 repairs and maintenance incurred to be amortized over the incremental
 life of the asset. Your Company has extended the same treatment to
 costs incurred on major repairs and maintenance for engines pertaining
 to aircrafts acquired on Operating Lease.
 
 As regards the observations in point no. 3 of the Auditors'' Report, the
 note numbers 34, 44, 46, 49, 52, 53 & 56 of Notes to Financial
 Statements are self explanatory.
 
 As regards the observations in point no. 4 of the Auditors'' Report,
 your Company has come to the conclusion that no amount needs to be
 recognized in the financial statement for impairment loss based on
 information gathered, both internally as well as external sources,
 regarding the recoverable amount of assets.
 
 As regards the observations in the Annexure to the Auditors'' Report,
 your Company has taken / is taking necessary steps to ensure
 improvement in certain procedures and also compliance with relevant
 laws.
 
 Directors
 
 Mr. Subhash R. Gupte, Director, retires by rotation and, being
 eligible, offers himself for re-appointment.
 
 As informed to the Members in the last Annual Report, during the year
 under review, Mr. Manmohan Singh Kapur was appointed as an Additional
 Director with effect from April 24, 2012. He was appointed as a
 Director of your Company, liable to retire by rotation at the last
 Annual General Meeting of your Company, held on September 26, 2012.
 
 The regulations of DGCA require that a person cannot be appointed as
 Director of an aviation company unless security clearance is obtained
 from the Government of India. Your Company had made applications for
 security clearance of the following persons for appointment as
 Independent Non-Executive Directors:
 
 1.  Mr. Shrikant Ruparel - who unfortunately passed away during the
 pendency of such application.
 
 2.  Mr. Subramaniam Santhanakrishnan who was nominated by State Bank of
 India in its capacity as the Lead Bank of the consortium of Lenders.
 However, during the pendency of such application, the Lenders suddenly
 commenced hostile enforcement action against your Company as mentioned
 hereinabove and rescinded the nomination of Mr. Subramaniam
 Santhanakrishnan.
 
 3.  Mr. Lalit Bhasin - whose application for security clearance is
 pending.
 
 Your Company is in the process of identifying a few more reputed
 persons for nomination as Independent Directors subject to such
 regulatory clearances as may be required.
 
 Auditors
 
 M/s. B. K. Ramadhyani & Co., your Company''s Auditors have confirmed
 that they are eligible for re-appointment at the ensuing Annual General
 Meeting and it is proposed to re- appoint them and to fix their
 remuneration.
 
 Listing of Shares of Your Company
 
 All the equity shares of your Company are listed on the Bombay Stock
 Exchange Limited and The National Stock Exchange of India Limited. The
 listing fee for the year 2013- 14 has been paid to these Stock
 Exchanges.
 
 Corporate Governance
 
 A report on Corporate Governance is annexed separately as part of this
 Report along with a certificate of compliance from a Company Secretary
 in Practice. Necessary requirements of obtaining certifications/
 declarations in terms of Clause 49 have been complied with.
 
 Management Discussion and Analysis
 
 Pursuant to Clause 49 of the Listing Agreement with the Stock
 Exchanges, the Management Discussion and Analysis Report is annexed and
 forms an integral part of the Annual Report.
 
 Human Resources
 
 The information required to be provided in terms of Section 217(2A) of
 the Companies Act, 1956 read with the Companies (Particulars of
 Employees) Rules, 1975, have been included as an annexure to this
 Report.
 
 Employee Stock Option Plan (ESOP)
 
 Your Company had approved ESOP 2011 at the Annual General Meeting of
 your Company held on September 28, 2011. As on date, your Company has
 not granted any options under ESOP 2011.
 
 ESOP 2005/06 have been discontinued effective September 28, 2011 and no
 further options have been granted in terms of ESOP 2006.
 
 Conservation of Energy, Research and Development, Technology
 Absorption, Foreign Exchange Earnings and Outgo
 
 The particulars as prescribed under section 217(1)(e) of the Companies
 Act, 1956 and the rules framed there under are not applicable to your
 Company.
 
 The relevant information relating to Foreign Exchange Earning and Outgo
 appears in the Note No. 31 (a) to (e) to the Financial Statements.
 
 Directors'' Responsibility Statement
 
 Pursuant to Section 217(2AA) of the Companies Act, 1956, in relation to
 the Financial Statements of your Company for the year ended March 31,
 2013, the Board of Directors reports that:
 
 - in the preparation of the Accounts for the year ended March 31, 2013,
 the applicable accounting standards have been followed along with
 proper explanation relating to material departures;
 
 - accounting policies have been selected and applied consistently and
 that the judgments and estimates made are reasonable and prudent so as
 to give a true and fair view of the state of affairs of your Company as
 at March 31, 2013 and of the Loss of your Company for the year ended
 March 31, 2013;
 
 - proper and sufficient care has been taken for the maintenance of
 adequate accounting records in accordance with the provisions of the
 Companies Act, 1956, for safeguarding the assets of your Company and
 for preventing and detecting fraud and other irregularities;
 
 - the accounts for the year ended March 31, 2013, have been prepared on
 a going concern basis.
 
 Thank You
 
 Your Directors place on record their sincere appreciation for such of
 the stakeholders that have continued to support your Company.
 
                          For and on Behalf of the Board of Directors
 
                          Goa Dr. Vijay Mallya
 
 August 14, 2013          Chairman & Managing Director
स्रोत: रेलीगरे टेचनोवा

न्यूज़ फ़्लैश

  • NEWS FLASH EVE : HDFC Bank का Q2 मुनाफा अनुमान से बेहतर
  • NEWS FLASH EVE : मुनाफा `6345 Cr (`6107 Cr अनुमान था)
  • NEWS FLASH EVE : NII `13,515 Cr (`13,887.6 Cr का अनुमान था)
  • NEWS FLASH EVE : मुनाफा `5010 Cr से बढ़कर `6345 Cr (YoY)
  • NEWS FLASH EVE : ग्रॉस NPA 1.40% से घटकर 1.38% (QoQ)
  • NEWS FLASH EVE : नेट NPA 0.43% से घटकर 0.42% (QoQ)
  • NEWS FLASH EVE : प्रोविजनिंग `2614 Cr से बढ़कर `2701 Cr (QoQ)
  • NEWS FLASH EVE : मुनाफा `73.4 Cr से बढ़कर `91.4 Cr
  • NEWS FLASH EVE : NII `810 Cr से बढ़कर `980 Cr
  • NEWS FLASH EVE : ग्रॉस NPA 1.96% से बढ़कर 2.09% (QoQ)

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