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
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
Provision for taxes 11,180.85 (including FBT)
Exceptional Item 10,866.95 7,434.48
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