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Go Airlines (India) Limited

Go Airlines (India) Limited Regd. Office: C/o Britannia Industries Limited, A‐33 Lawrence Road Industrial Area, New Delhi‐110035

Corporate Office: C‐1, Wadia International Centre (WIC), Pandurang Budhkar Marg, Worli, Mumbai‐400025 CIN: U63013DL2004PLC217305

Phone: +91 22 6741000; Fax: +91 22 67410001, Website: www.GoAir.in

NOTICE

Notice is hereby given that the Eleventh Annual General Meeting of the Members of Go Airlines (India) Limited will be held at 56, Jor Bagh, New Delhi - 110001 on Wednesday, 30th September 2015 at 12:30 p.m. to transact the following business:

ORDINARY BUSINESS

1. To receive, consider and adopt the Audited Financial Statements of the Company for

the Financial Year ended 31st March 2015, the reports of the Board of Directors and Auditors thereon; and

2. To appoint a Director in place of Mr. Nusli N. Wadia (DIN:00015731), who retires by rotation in terms of section 152(6) of the Companies Act, 2013 and being eligible, offers himself for re-appointment;

3. To ratify the appointment of Auditors and to fix their remuneration and in this regard to consider and, if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution: “RESOLVED THAT, pursuant to the provisions of Sections 139, 142 and other applicable provisions, if any, of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, including any statutory modification(s) or re-enactment(s) thereof for the time being in force, and pursuant to the resolution passed by the members in the Annual General Meeting of the Company held on 12th September, 2014, consent of the members be and is hereby accorded to ratify the appointment of M/s. Kalyaniwalla & Mistry (Firm Registration No. 104607W), the Statutory Auditors of the Company to hold office from the conclusion of this Annual General Meeting till the conclusion of the Annual General Meeting to be held in the calendar year 2018 at a remuneration to be decided by the Board of Directors in consultation with the Auditors plus applicable service tax and reimbursement of out-of-pocket expenses incurred by them for the purpose of audit for the financial year ending 31st March 2016.”

SPECIAL BUSINESS

4. To consider and, if thought fit, to pass with or without modification(s) the following

resolution as an Ordinary Resolution: “RESOLVED THAT pursuant to the provisions of Section 152 read with Schedule IV and all other applicable provisions of the Companies Act, 2013 (“the Act”) read with the Companies (Appointment and Qualification of Directors) Rules, 2014, (including any statutory modification(s) or re-enactment thereof, for the time being

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in force) Mrs. Vibha Paul Rishi (DIN:05180796), appointed as an Additional Director of the Company, pursuant to the provisions of Section 161 of the Act and Articles of Association of the Company and who holds office upto the date of this Annual General Meeting and who has submitted a declaration that she meets the criteria for independence as provided in Section 149(6) of the Act and who is eligible for appointment and in respect of whom the Company has received a notice in writing from a member proposing her candidature for the office of Director, be and is hereby appointed as Independent Director of the Company for five consecutive years with effect from the date of the ensuing Annual General Meeting upto the Annual General Meeting to be held in the year 2020.”

NOTES FOR MEMBERS’ ATTENTION: 1) A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS

ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF AND THE PROXY NEED NOT BE A MEMBER OF THE COMPANY.

2) THE INSTRUMENT APPOINTING PROXY SHOULD, HOWEVER BE

DEPOSITED AT THE REGISTERED OFFICE OF THE COMPANY NOT LESS THAN FORTY EIGHT HOURS BEFORE THE COMMENCEMENT OF THE MEETING.

3) MEMBERS/ PROXIES SHOULD BRING THE ATTENDANCE SLIP TO THE MEETING DULY FILLED IN, FOR ATTENDING THE MEETING.

4) MEMBERS ARE REQUESTED TO BRING THEIR COPY OF THE ANNUAL REPORT TO THE ANNUAL GENERAL MEETING.

5) Explanatory Statement pursuant to Section 102 of the Companies Act 2013, in respect of the special business as set out in Notice is annexed as Annexure-I hereto.

6) Brief resume of Director proposed to be appointed / re-appointed, nature of expertise in functional areas, names of companies in which they hold directorships and memberships / chairmanships of Board Committee & shareholding is annexed as Annexure-II hereto.

Place: Mumbai By Order of the Board Date: 3rd September 2015

Nikhil Rathod Company Secretary

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Go Airlines (India) Limited ANNEXURE - I TO THE NOTICE

As required by Section 102 of the Companies Act 2013 (the Act), the following Statement sets out all material facts for Special Business

Item No. 4

The Board of Directors of the Company appointed Mrs. Vibha Paul Rishi as an Additional Director categorized as Non-Executive Independent Director of the Company with effect from 3rd September 2015.

Under Section 161 of the Companies Act, 2013 Mrs. Vibha Paul Rishi holds office only up to the date of this Annual General Meeting of the Company and is eligible for appointment. A notice in writing has been received from a Member of the Company along with the requisite deposit under Section 160 of the Companies Act, 2013 signifying his intention to propose Mrs. Vibha Paul Rishi as a candidate for the office of a Director.

Mrs. Vibha Paul Rishi has spent 17 years at PepsiCo in marketing and innovation roles in India, US and UK. She was one of the founding employees of PepsiCo when they set up in India. During her PepsiCo India stint, she is remembered for the “Nothing official about it” and “Yeh dil maange more” campaigns, amongst others. She later moved to PepsiCo’s headquarters to be a part of its international marketing team and looked after non-Cola brands such as 7up and Miranda.

Mrs. Vibha Paul Rishi is qualified with MBA with specialization in Marketing and BA in Economics (Honors). She is a seasoned Marketing professional with extensive experience in India and international markets, coupled with an abiding passion for people.

Mrs. Vibha Paul Rishi was also associated with Pratham, a NGO that works to provide education to underprivileged children in India. She started her career with Tata Administrative Services and was part of the founding team of Titan watches.

Mrs. Vibha Paul Rishi’s last role was as the Director, Marketing and Customer Strategy at the Future Group, India’s largest retail group. Since 2012, Mrs. Vibha Paul Rishi is associated with Max India Limited as the Executive Director, Brand & Human Capital.

Mrs. Vibha Paul Rishi is currently on the Board of Future Consumer Enterprises Limited, Entertainment Network (India) Limited, Asian Paints Limited and Escorts Limited.

Mrs. Vibha Paul Rishi is not disqualified from being appointed as Director in terms of Section 164 of the Act and have given her consent to act as Director.

The Company has received notice in writing from a Member along with the deposit of requisite amount under Section 160 of the Act proposing the candidature of Mrs. Vibha Paul Rishi for the office of Director of the Company. The Company has also received declaration from Mrs. Vibha Paul Rishi that she meets with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Act.

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In the opinion of the Board, Mrs. Vibha Paul Rishi fulfills the conditions for her appointment as Independent Director as specified in the Act. She is independent of the Management.

The Board considers that Mrs. Vibha Paul Rishi’s continued association would be of immense benefit to the Company and it is desirable to continue to avail services of Mrs. Vibha Paul Rishi as an Independent Director. Accordingly, the Board recommends the resolution in relation to appointment of Mrs. Vibha Paul Rishi as an Independent Director, for the approval by the Members of the Company.

None of the Directors and Key Managerial Personnel other than Mrs. Vibha Paul Rishi is in any way concerned or interested in Item No. 4.



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Go Airlines (India) Limited ANNEXURE - II TO THE NOTICE

Brief resume of Director proposed to be appointed/ re-appointed as Director

Item No. 2

Mr. Nusli N. Wadia, is a well-known Indian industrialist heading the Wadia Group of companies, besides being a Director on the Board of several Indian Companies. He joined the Company as Director on 1st June 2004. Having extensive experience and expertise in general business management and finance, Mr. Wadia has contributed actively in the deliberations of various organizations like Cotton Textiles Export Promotion Council (TEXPROCIL) Associated Chambers of Commerce and Industry of India, Mill Owners’ Association (MOA) etc. He is also the former Chairman of TEXPROCIL and MOA. He was on Prime Minister’s Council on Trade and Industry during the period 1998-2004. He was the Convenor of the Special Group Task Force on Food and Agro Industries’ Management Policy in September 1998. He was also a member of the Special Subject Group to review regulations and procedures to unshackle Indian Industry and on the Special Subject Group on Disinvestment. He was a member of the ICMF from 1984-85 to 1990-91 and is a Trustee of the Executive Committee of the prestigious Nehru Centre. Mr. Nusli N. Wadia has a distinct presence in public affairs and has been actively associated with leading charitable and educational institutions.

Mr. Wadia does not hold any shares in the Company. Mr. Wadia holds Directorships in The Bombay Dyeing & Manufacturing Co. Ltd. (Chairman), Britannia Industries Ltd. (Chairman), Bombay Burmah Trading Corporation Ltd., Wadia Techno Engineering Services Limited, Tata Steel Ltd., Tata Chemicals Ltd., Tata Motors Ltd.

He is on the Nomination & Remuneration Committee as Member of The Bombay Dyeing & Manufacturing Co. Ltd., Bombay Burmah Trading Corporation Ltd., Britannia Industries Ltd., and Chairman of Tata Steel Ltd, Tata Chemicals Ltd. and Tata Motors Ltd.

None of the Directors and Key Managerial Personnel other than Mr. Nusli N. Wadia is in any way concerned or interested in Item No. 2.



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ATTENDANCE SLIP

(Please complete this Attendance Slip and hand it over at the entrance of the Meeting Hall)

11th Annual General Meeting – 30th September 2015

____________________________ ____________________________ Name of the attending Shareholder/Proxy Regd. Folio No. (in block letters) No. of Shares held______________ I hereby record my presence at the Eleventh Annual General Meeting of the Company, being held on Wednesday, 30th September 2015 at 12:30 p.m. at 56, Jor Bagh, New Delhi - 110001 ______________________ ____________________________ (Signature of Proxy Holder) (Signature of Shareholder) NOTE: Shareholder/ Proxy is requested to bring the Attendance Slip with him/her when they come to the meeting. No separate attendance slip will be issued at the time of meeting.

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Form No. MGT-11

Proxy Form [Pursuant to section 105(6) of the Companies Act, 2013 and with rule 19(3) of the

Companies (Management and Administration) Rules, 2014] Name of the member(s): Registered Address: Email ID: Folio No./Client ID/DP ID: I/We, being the member(s) of _______ shares of the above named company, hereby appoint 1. Name:

Address: E-mail ID: Signature_________________________, or failing him

2. Name: Address: E-mail ID: Signature_________________________, or failing him

3. Name: Address: E-mail ID: Signature_________________________, or failing him

as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the Eleventh Annual General Meeting of the company, to be held on the Wednesday, 30th September 2015 at 12:30 p.m. at 56, Jor Bagh, New Delhi – 110001 and at any adjournment thereof in respect of such resolutions as are indicated below:

Resolution No.

Resolutions For Against

1 To receive, consider and adopt the Audited Financial Statements of the Company for the Financial Year ended 31st March 2015, the reports of the Board of Directors and Auditors thereon

2 Appoint a Director in place of Mr. Nusli N. Wadia (DIN:00015731), who retires by rotation and being eligible, offers himself for re-appointment

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3 Appointment of M/s. Kalyaniwalla & Mistry, Chartered Accountants, as Statutory Auditors of the Company

4 Appointment of Mrs. Vibha Paul Rishi ((DIN-05180796) as Director (categorized as Independent Director) liable to retire by rotation

Signed this…… day of……… 20….

Affix Revenue Stamp

Signature of shareholder Signature of Proxy holder(s) Note: This form of proxy in order to be effective should be duly completed and deposited at the Registered Office of the Company at C/o Britannia Industries Limited, A-33 Lawrence Road Industrial Area, New Delhi- 110 035, not less than 48 hours before the commencement of the Meeting.

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ROUTE MAP FOR THE ELEVENTH ANNUAL GENERAL MEETING OF THE MEMBERS OF GO AIRLINES (INDIA) LIMITED TO BE HELD AT 56, JOR BAGH, NEW DELHI - 110001 ON WEDNESDAY, 30TH SEPTEMBER 2015 AT 12:30 P.M.

Route Map to reach the Meeting Hall from Airport - From Indira Gandhi International Airport, Delhi (I.G.I) to 56, Jor Bagh, New Delhi

Route Map to reach the Meeting Hall from Railway Station - From New Delhi Railway Station to 56, Jor Bagh, New Delhi

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DIRECTORS' REPORT

Your Directors have pleasure in presenting the Eleventh Annual Report along with the Audited Accounts for the Financial Year ended 31st March 2015.

1. FINANCIAL RESULTS: The summarized result of your Company is given in the table below: (Rs.in Crores)

Particulars Financial Year Ended Standalone

31st March 2015 31st March 2014Operating Revenue/Sales (Net) 2,946.56 2,435.45Non-Operating Revenue / Other Income 26.75 28.24Total Income 2,973.31 2,463.69EBITDAR 706.65 454.88EBITDA 195.34 128.82Depreciation 9.14 8.17Deferred Tax/MAT 16.89 2.93Operating Profit 203.98 146.11Profit Before Tax 44.62 8.37Profit After Tax 27.73 5.44

2. OPERATIONS & OUTLOOK:

During the Financial Year 2014-15, the Company has increased its fleet to 19 aircraft with induction of one new Aircraft in the month of May’14. The Company has inducted one new spare Engine in the month of April’14. After end of the Financial Year 2014-15, the Company also inducted one additional spare Engine in the month of April’15, making the total to 5 Spare Engines. During mid of the Financial Year 2014-15, the Company added one new destination to the Network, making a total of 22 destinations across India. During the Financial Year 2014-15 under review, the Company made significant increase in the Operating Revenue by 21% from Rs.2435.45 Crore to Rs.2946.56 Crore. The Company has achieved a substantial rise in Operating Profit of about 39.61% compared to the previous Financial Year 2013-14. The Operating Profit of the Company for the Financial Year 2014-15 is Rs.203.98 Crore as compared to Rs.146.11 Crore for the previous Financial Year 2013-14. During the Financial Year 2014-15, the Net Profit after Tax was Rs.27.73 Crore compared to Net Profit after Tax of Rs.5.44 Crore for the previous Financial Year 2013-14. During the Financial Year 2014-15, the Company’s Market Share was 9.26%, On-Time Performance of 81.8% and Load Factor of 79.2%. Your Company is hopeful of continuing the positive performance in the Financial Year 2015-16.

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3. DEPOSITS: During the Financial Year 2014-15, the Company has not accepted any deposits pursuant to the provisions of Sections 73 to 76 of the Companies Act 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

4. DIVIDEND: Your Directors do not recommend any dividend for the Financial Year ended 31st March 2015 due to accumulated carry forward losses of the previous Financial Years.

5. CONSERVATION OF ENERGY, TECHNOLOGY ABSORBTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO: The information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgo as required under Section 134(3)(m) of the Companies Act 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is as under: A. CONSERVATION OF ENERGRY

Steps taken on conservation of energy: - Currently majority of efforts revolve around fuel conservation which translates into lower

emissions. - There are initiatives across departments led by the Company’s decision to induct Airbus

A320 NEOs (New Engine Option) which will form a part of the fuel efficient fleet. - Minimizing ground time further adds to fuel conservation and overnight maintenance is

carried out using ground power units instead of Auxiliary Power Unit (APU) which further reduces the overall fuel consumption and emissions.

- Additionally, the Company has undertaken weight reduction measures which include optimal carriage of potable water and reduction of inflight magazine sizes etc.

- Energy conservation measures are continuously evaluated and monitored. Cross departmental engagement is being fostered to ensure these measures are constantly reinforced across the entire airline.

- Additional measures include operational procedures such as single engine taxis, continuous descent approaches, core engine and airplane exterior washes, reducing usage of APU, all of which further reduces fuel consumption.

B. TECHNOLOGY ABSORPTION i) Efforts made towards technology absorption: - The company has technology based initiatives with a focus on customers while leveraging

this towards increased returns in terms of sales, operations and user engagement, all of which contributes to the overall customer experience. These include: • Web Presence • Self-check-in services at Airport • Mobile App both for Android and IOS platforms • Communication via Facebook and Twitter • Automation of Sales Force

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- Recognizing the key advantage that technology provides in terms of customer engagement and also analytics, the Company is keen to leverage technology. The following measures are in the works:

• To enhance its Web Presence with increased functionality• To further develop mobile site across platforms• Increased use of social media to communicate real time information• Building wallet based payment options

ii) Benefits derived as a result of the above efforts:- Enhanced Web Presence helps increase the sales and further reduce distribution costs for

the Company.- Self-check-in at the Airport helps reduce the check-in time and avoid queue at the Airport

and also provides the passenger a right to choose the seat of his preference. Self-check-inhelps save cost to the Company by reducing the counters and thereby increasing the Self-check-in facility at the Airport for passengers.

- Through Sales Force, the sales team has an access to the information about the customers on a real time basis and in turn helps the management to track the performance of theteam members.

C. FOREIGN EXCHANGE EARNINGS AND OUTGO:

The Foreign Exchange earned in terms of actual inflows and the Foreign Exchange outgo in terms of actual outflows, during the Financial Year 2014-15 is as follows:

(Rs. in Crores) Particulars 2014-15 2013-14Foreign Exchange earned 39.64 39.45 Foreign Exchange outgo 633.80 486.67

6. RELATED PARTY TRANSACTIONS:

The Company has formulated a policy on dealing with Related Party Transactions. Alltransactions entered into with Related Parties as defined under the Companies Act 2013during the Financial Year 2014-15 were in the ordinary course of business and on an arm’slength basis and do not attract the provisions of Section 188 of the Companies Act, 2013.

During the period, the Company did not entered into any contract/ arrangement/ transactions with Related Parties which could be considered as material pursuant to the provisions of Section 188 of the Companies Act 2013. The details of the transactions are disclosed under Note No. 32 of the Notes to Financial Statements for the Financial Year 2014-15.

A brief detail of the policy is posted on the Company’s website (web linkhttps://www.goair.in/upload/PDF/co_go/Related%20Party%20Transaction%20Policy.pdf).

7. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The Company has not directly or indirectly granted any loan, given any guarantees or madeany investment in terms of Section 186 of the Companies Act 2013.

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8. ANNUAL RETURN:

The extract of the Annual Return pursuant to the provisions of Section 92 of the CompaniesAct 2013 read with Rule 12 of the Companies (Management and Administration) Rules,2014 in Form MGT-9 is appended as “Annexure A” to this Report.

9. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

All the Independent Directors have given declaration that they meet the criteria ofindependence as laid down under Section 149(7) of the Companies Act 2013.

In accordance with the provisions of Section 152 of the Companies Act 2013 and the Articlesof Association of the Company, Mr. Nusli N. Wadia (DIN:00015731), Chairman of theCompany, retires by rotation at the ensuing Annual General Meeting and being eligible,offers himself for re-appointment.

The resignation of Ms. Vinita K. Bali (DIN:00032940) was taken on record by the Companywith effect from 1st October 2014.

At the Annual General Meeting of the Company held on 12th September 2014, the Membersof the Company had appointed Dr. Vijay L. Kelkar (DIN:00011991), Mr. Apurva S. Diwanji(DIN:00032072), Mr. Nasser M. Munjee (DIN:00010180) and Mr. Keki M. Elavia(DIN:00003940) as Independent Directors for a term of 5 years, with effect from the AGMheld on 12th September 2014 upto the Annual General Meeting to be held in the year 2019.

The Board of Directors at its Meeting held on 24th March 2015 approved the appointment of Mrs. Vibha Paul Rishi (DIN:05180796) as an Additional Director, designated as Independent Director of the Company. The security clearance application of Mrs. Vibha Paul Rishi has been submitted with the Ministry of Civil Aviation (MoCA).

Key Managerial Personnel:

Pursuant to the provisions of Section 203 of the Companies Act 2013, the appointment of theKey Managerial Personnel, Mr. Jehangir N. Wadia-Managing Director (DIN:00088831), Mr.Giorgio De Roni-Chief Executive Officer, Mr. Siddhartha S. Datta-Chief Financial Officerand Mr. Nikhil A. Rathod-Company Secretary were recognised as the Key ManagerialPersonnel of the Company by the Board at its Meeting held on 30th May 2014.

Mr. Giorgio De Roni, Chief Executive Officer of the Company resigned from the Companywith effect from the close of office hours on 31st March 2015. The Board places on record itsappreciation for contribution towards growth of the Company by Mr. Giorgio De Roni duringhis tenure as Chief Executive Officer of the Company.

The Board at its Meeting held on 29th May 2015 appointed Mr. Wolfgang Prock-Schauer asthe Chief Executive Officer of the Company with effect from 15th June 2015 to act as theKey Managerial Personnel of the Company.

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Board Evaluation: Pursuant to the provisions of the Companies Act, 2013 (“Act”), the Board of Directors (“Board”) has carried out an annual evaluation of its own performance, and that of its Committees, viz. Audit Committee, Nomination and Remuneration Committee and Corporate Social Responsibility Committee and Individual Directors. The performance of the Board and Individual Directors was evaluated by the Board seeking inputs from all the Directors. The performance of the Committees was evaluated by the Board seeking inputs from the Committee Members. The Nomination and Remuneration Committee (“NRC”) reviewed the performance of the Individual Directors. A separate meeting of Independent Directors was also held to review the performance of Non-Independent Directors, performance of the Board as a whole and performance of the Chairperson of the Company, taking into account the views of Executive Directors and Non-Executive Directors. This was followed by a Board Meeting that discussed the performance of the Board, its Committees and Individual Directors. The criteria for performance evaluation of the Board included aspects like Board composition and structure, effectiveness of Board processes, information and functioning etc. The criteria for performance evaluation of Committees of the Board included aspects like composition of Committees, effectiveness of Committee Meetings etc. The criteria for performance evaluation of the Individual Directors included aspects on contribution to the Board and Committee Meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings etc. In addition the Chairperson was also evaluated on the key aspects of his role. Nomination and Remuneration Policy: The Board has adopted, on recommendation of the Nomination & Remuneration Committee, a policy for selection and appointment of Directors, Senior Management and their remuneration. The Nomination & Remuneration Committee consists of the following:

1. Mr. Nasser M. Munjee (Chairman) (DIN:00010180) 2. Mr. Nusli N. Wadia (DIN:00015731) 3. Mr. Apurva S. Diwanji (DIN:00032072) 4. Dr. Vijay L. Kelkar (DIN:00011991)

During the year, the Committee met two times on 04.02.2015 and 24.03.2015. A brief detail of the policy is posted on the Company’s website (weblink https://www.goair.in/upload/PDF/co_go/Nomination%20Remuneration%20Committee%20Charter.pdf).

10. DIRECTORS’ RESPONSIBILITY STATEMENT: Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that: a. in the preparation of the Annual Accounts, the applicable accounting standards have been

followed and there are no material departures;

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b. they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year and of the profit of the company for that period;

c. they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. they have prepared the Annual Accounts on a going concern basis; and

e. they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively;

f. they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory, secretarial auditors and external consultant(s) and the reviews performed by Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Company’s internal financial controls were adequate and effective during the Financial Year 2014-15.

11. DETAILS OF BOARD MEETINGS: The details of Board Meetings held during the year are given below:

Date of the Meeting No. of Directors attended the Meeting 30th May 2014 7 06th August 2014 7 12th November 2014 6 04th February 2015 624th March 2015 6

The maximum interval between any two meetings did not exceed 120 days.

12. AUDITORS

i. Statutory Auditors: At the Annual General Meeting (AGM) held on 12th September 2014, M/s. Kalyaniwalla & Mistry, Chartered Accountants have been appointed as Statutory Auditors of the Company for a period of 4 years. Ratification of appointment of Statutory Auditors is being sought from the Members of the Company at the Annual General Meeting. Further, the report of the Statutory Auditors along with notes to Schedules is enclosed to this Report. They have confirmed their eligibility under Section 141 of the Companies Act 2013 and the Rules framed there under for reappointment as Auditors of the Company.

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ii. Secretarial Audit: In terms of Section 204 of the Companies Act 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, M/s. SPANJ & Associates, Practicing Company Secretaries, have been appointed as Secretarial Auditors to carry out Secretarial Audit. The report of the Secretarial Auditor is appended as “Annexure B” to this Report. Auditors Qualifications: There are no qualifications or reservations or adverse remarks or disclaimer made by the Statutory Auditors or by the Secretarial Auditors in their reports.

13. TRANSFER TO RESERVES: There were no transfers made to reserves during the Financial Year 2014-15.

14. CHANGE(S) IN THE NATURE OF BUSINESS: There is no change in the nature of business carried on by the Company.

15. MATERIAL CHANGES: There have been no material changes and commitments, if any, affecting the financial position of the Company which have occurred during the Financial Year of the Company to which the financial statements relate and the date of the report.

16. SIGNIFICANT OR MATERIAL ORDERS: There were no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

17. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY Internal Audit plays a key role in providing an assurance to the Board of Directors with respect to the Company having adequate Internal Control Systems. The Internal Control systems provide, among other things, reasonable assurance of recording the transactions of its operations in all material respects and of providing protection against significant misuse or loss of Company’s assets. The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. M/s. Haribhakti & Co. LLP, Chartered Accountants, are the internal auditors of the Company for the Financial Year 2014-15 and their internal audit plan and remuneration was approved by the Audit Committee. The reports and findings of the internal auditor and the internal control system are periodically reviewed by the Audit Committee. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board. The Internal Auditors monitor and evaluate the efficacy and adequacy of Internal Control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Based on the report of Internal Audit function,

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process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.

18. CORPORATE SOCIAL RESPONSIBILITY: The Company has constituted a Corporate Social Responsibility (CSR) Committee in accordance with Section 135 of the Companies Act 2013. The CSR Committee was constituted by the Board of Directors of the Company comprising of three directors including an Independent Director. The CSR policy of the Company and the details about the development of CSR Policy and initiatives taken by the Company on Corporate Social Responsibility during the year are in terms of the Companies (Corporate Social Responsibility Policy) Rules, 2014, the details of which are appended as “Annexure C” to this Report.

19. RISK MANAGEMENT POLICY A detailed review of business risks and the Company’s plan to mitigate them is presented to the Audit Committee and Board. The Company has been taking steps to mitigate foreseeable business risks. Business risk evaluation and management is an ongoing and continuous process within the Company and regularly updated to the Audit Committee and Board. The Company has formulated a Risk Assessment & Management Policy, duly reviewed by the Audit Committee, establishing the philosophy of the Company towards risk identification, analysis and prioritization of risks, development of risk mitigation plans and reporting to the Board periodically. The Policy would be applicable to all the functions and departments of the Company. The Risk Assessment & Management Policy would be implemented through the establishment of the Risk Management Committee accountable to the Board of Directors. The Committee shall include the Managing Director (‘MD’) Chief Financial Officer, Chief Executive Officers, Internal Auditor of the Company and such other members as included by the Board / MD from time to time. The MD will be the Chairman of the Committee. A brief detail of the policy is posted on the Company’s website (web link https://www.goair.in/upload/PDF/co_go/Risk%20Management%20Policy.pdf).

20. AUDIT COMMITTEE / VIGIL MECHANISM The Audit Committee of the Company is constituted in line with the provisions of Section 177 of the Companies Act, 2013. The Committee comprises of members who possess financial and accounting expertise/exposure. The Committee consists of the following:

1. Mr. Keki M. Elavia - Chairman (DIN:00003940) 2. Mr. Apurva S. Diwanji (DIN:00032072) 3. Dr. Vijay L. Kelkar (DIN:00011991) 4. Mr. Ness N. Wadia (DIN:00036049)

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Mr. Jehangir N. Wadia (DIN:00088831), Internal Auditors and Statutory Auditors attend the Audit Committee Meetings as invitees. The Company Secretary acts as the Secretary to the Audit Committee. The Company also adopted a revised Audit Committee Charter, containing the terms of reference in accordance with the provisions of Section 177 of the Companies Act 2013. The role of the Audit Committee flows directly from the Board of Director’s overview function on corporate governance, which holds the Management accountable to the Board and the Board accountable to the stakeholders. The terms of reference of the Audit Committee broadly includes acting as a catalyst, in helping the organization achieve its objectives. The Audit Committee’s primary role is to review the Company’s Financial Statements, Internal Financial Reporting Process, Internal Financial Controls, the audit process, adequacy, reliability and effectiveness of the internal control systems, vigil mechanism, Related Party Transactions, monitoring process for compliance with laws and regulations and the code of conduct. The Audit Committee also reviews the reports and presentations and the responses thereto by the Management. During the Financial Year 2014-15, the Committee had met six (6) times on 28.05.2014, 05.08.2014, 13.10.2014, 11.11.2014, 14.01.2015 and 02.02.2015. The Company has established a vigil mechanism through the Audit Committee, wherein the genuine concerns are expressed by the employees and Directors. The Company has also provided adequate safeguards against victimization of employees who express their concerns. The Company believes in the conduct of the affairs of its constituents in a fair and transparent manner by adoption of highest standards of professionalism, honesty, integrity and ethical behavior. Towards this end, the Company has implemented a Whistle Blower Policy, with a view to provide a mechanism for employees and Directors of the Company to approach the Ethics Committee or Chairman of the Audit Committee of the Company to report instances of violations of laws, rules and regulations, unethical behavior, actual or suspected, fraud or violation of the Company’s code of conduct or ethics policy. The vigil mechanism also provides adequate safeguards against victimisation of persons who use such mechanisms and also to ensure direct access to the Ethics Committee or Chairman of the Audit Committee in appropriate or exceptional cases. The Board has approved the Whistle Blower Policy and the detail of establishment of such mechanism is posted on the Company’s website (weblink https://www.goair.in/upload/PDF/co_go/Whistle%20Blower%20Policy.pdf).

21. SEXUAL HARASSEMENT The Company has adopted a Policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder for

18


prevention and redressal of complaints of sexual harassment at workplace. A brief detail of the policy is posted on the Company’s website (weblink https://www.goair.in/upload/PDF/co_go/Sexual%20Harassement%20Policy.pdf). The Company has set up an Internal Complaints Committee (ICC) for providing redressal mechanism pertaining to sexual harassment of the employees at workplace. During the Financial Year 2014-15, the ICC has received six cases pertaining to sexual harassment. Detailed investigations pertaining to those cases were carried out and appropriate action was taken by the ICC.

22. ACKNOWLEDGEMENTS: Your Directors would like to express their sincere appreciation to the Customers, Vendors, Bankers, Shareholders, Central and State Governments and Regulatory Authorities for their continued co-operation and support. Your Directors also take this opportunity to acknowledge the dedicated efforts made by employees for their contribution to the success achieved by the Company.

On behalf of the Board of Directors

Place: Mumbai Jehangir N. Wadia Ness N. Wadia Date: 29-05-2015 Managing Director Director

19


“ANNEXURE A” TO THE DIRECTORS’ REPORT

FORM NO. MGT – 9 EXTRACT OF ANNUAL RETURN as on the Financial Year ended on 31st March 2015

[Pursuant to Section 92(3) of the Companies Act, 2013, and Rule 12(1) of the Companies (Management and Administration) Rules, 2014]

I. REGISTRATION AND OTHER DETAILS:

i. CIN U63013DL2004PLC217305 ii. Registration Date 29th April 2004 iii. Name of the Company Go Airlines (India) Limited iv. Category / Sub-Category of the Company Company limited by shares v. Address of the Registered office

Contact details: Tel: Email:

C/o Britannia Industries Limited, A-33 Lawrence Road Industrial Area, New Delhi – 110035 +91-22-67410000 [email protected]

vi. Whether listed company No vii. Name, Address and Contact details of Registrar

and Transfer Agent, if any N.A.

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY: All the business activities contributing 10% or more of the total turnover of the Company shall be stated:

Sr. No.

Name and Description of main products / services

NIC Code of the Product/

service

% to total turnover of the

Company

1. Passenger Air Transport, Transport of passengers by air

51101 95.60

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

Sr. No.

Name and Address of the Company

CIN / GLN Holding / Subsidiary/

Associate

% of shares held

ApplicableSection

1. Go Investments & Trading Private Limited

U65990MH1988PTC048388 Holding 95.60 2(46)

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IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)

i) Category-wise Share Holding

Category of Shareholders

No. of Shares held at the beginning of the year

No. of Shares held at the end of the year

% Change during

the year Demat Physical Total % of

Total Share

Demat Physical Total % of Total Share

A. PROMOTERS (1) INDIAN a. Individual/HUF - 1455000 1455000 1.46 - 1455000 1455000 1.46 -

b. Central Govt. - - - - - - - - -

c. State Govt.(s) - - - - - - - - -

d. Bodies Corporate - 98541788 98541788 98.54 - 98541788 98541788 98.54 -

e. Banks / FI - - - - - - - - -

f. Any Other - - - - - - - - -

Sub-Total A (1) : - 99996788 99996788 100.00 - 99996788 99996788 100.00 -

(2) FOREIGN a. NRIs-Individuals - - - - - - - - - b. Others-Individuals

- - - - - - - - -

c. Bodies Corporate - - - - - - - - -

d. Banks / FI - - - - - - - - -

e. Any Other - - - - - - - - -

Sub-Total A(2) : - - - - - - - - - Total Shareholding of Promoters A=A(1)+A(2)

- 99996788 99996788 100.00 - 99996788 99996788 100.00 -

B. Public Shareholding (1)INSTITUTIONS a. Mutual Funds - - - - - - - - - b. Banks / FI - - - - - - - - - c. Central Govt. - - - - - - - - -

d. State Govt.(s) - - - - - - - - - e. Venture Capital Funds

- - - - - - - - -

f. Insurance Companies

- - - - - - - - -

g. FIIs - - - - - - - - - h. Foreign Venture Capital Funds

- - - - - - - - -

i. Others (specify) - - - - - - - - -

Sub-Total B(1): - - - - - - - - - 2. NON-INSTITUTIONS a. Bodies Corporate i. Indian - - - - - - - - - ii. Overseas - - - - - - - - - b. Individuals -

21


ii) Shareholding of Promoters

Sr. No.

Shareholder’s Name

Shareholding at the beginning of the year

Shareholding at the end of the year

% change in shareholding during the

year No. of Shares

% of total Shares of

the Company

% of Shares Pledged /

encumbered to total shares

No. of Shares

% of total

Shares of the

company

% of Shares Pledged /

encumbered to total shares

1 Mr. Jehangir N. Wadia 727500 0.73 - 727500 0.73 - -

2 Mr. Ness N. Wadia 727500 0.73 - 727500 0.73 - -

3 Go Investments & Trading Private Limited

95596788 95.60 - 95596788 95.60

4 Nowrosjee Wadia & Sons Limited

757600 0.76 - 757600 0.76 - -

5 Sahara Investments Private Limited

727500 0.73 - 727500 0.73 - -

6 Heera Holdings & Leasing Private Limited

727500 0.73 - 727500 0.73 - -

7 Nidhivan Investments & Trading Co. Private Limited

727400 0.73 - 727400 0.73 - -

8 Sea Wind Investment & Trading Co. Limited

5000 0.01 - 5000 0.01 - -

Total 99996788 100 - 99996788 100 - -

(i) Individual shareholders holding nominal share capital upto Rs.1 lakh

- 3212 3212 0.00 - 3212 3212 0.00 -

ii. Individual shareholders holding nominal share capital in excess of Rs.1 lakh

- - - - - - - - -

c. Others (specify) - - - - - - - - - Sub-Total B(2) : - 3212 3212 0.00 - 3212 3212 0.00 - Total Public Shareholding B=B(1)+B(2) :

- 3212 3212 0.00 - 3212 3212 0.00 -

C. Shares held by Custodian for GDRs & ADRs

- - - - - - - - -

Grand Total (A+B+C) :

- 100000000 100000000 100 - 100000000 100000000 100 -

22


iii) Change in Promoters’ Shareholding

Sr. No.

Shareholding at the beginning of the year

Cumulative Shareholding during the year

No. of shares

% of total shares of the

company

No. of shares


company

1. At the beginning of the year

NIL

2. Date wise Increase/ Decrease in Promoters Shareholding

3. At the End of the year

iv) Shareholding Pattern of top ten Shareholders

(Other than Directors, Promoters and Holders of GDRs and ADRs):

Sr. No.

For Each of the Top 10 Shareholders Shareholding at the beginning of the year


No. of Shares


company

No. of Shares


company

1 Mr. Abhay Desai Jtly. with Ms. Amala Desai 1070 0.00 1070 0.002 Ms. Neena Ratilal Vadhelvala 407 0.00 407 0.003 Mr. Natvarlal Hathising Jhaveri Jtly. with Mr. Sanjay

Natvarlal Jhaveri and Ms. Neeta Natvarlal Jhaveri307 0.00 307 0.00

4 Mrs. Kokila Mukund 307 0.00 307 0.005 Mr. Jagdish Shivprasad Desai 300 0.00 300 0.00

6 Mr. Anil Prataprai Mehta Jtly. with Mr. Mitesh Anil Mehta 250 0.00 250 0.00

7 Ms. Nargish Minocher Homji Jtly. with Ms. Zarine Minocher Homji & Mr. Ardeshir Minocher Homji

100 0.00 100 0.00

8 Ms. Alloo Keki Dadiseth 100 0.00 100 0.00

9 Mrs. Surveyor Rattan Mehroo Jtly. with Mr. Surveyor Shavakshaw Rattan

100 0.00 100 0.00

10 Ms. Jyoti Ratilal Vadhelvala 100 0.00 100 0.00

v) Shareholding of Directors and Key Managerial Personnel:

Sr. No.

For Each of the Directors and KMP Shareholding at the beginning of the year


No. of shares


company

No. of shares


company

1. Mr. Jehangir N. Wadia 727500 0.73 727500 0.73

2. Mr. Ness N. Wadia 727500 0.73 727500 0.73

23


V. INDEBTEDNESS:

Indebtedness of the Company including interest outstanding / accrued but not due for payment (Rs. in Crores) Secured Loans

excluding deposits Unsecured

Loans Deposits

(ICD) Total

Indebtedness Indebtedness at the beginning of the Financial Year

i) Principal Amount 809.63 644.41 62.70 1,516.74

ii) Interest due but not paid - - -

iii) Interest accrued but not due - 4.61 - 4.61

Total (i + ii + iii) 809.63 649.02 62.70 1,521.35

Change in Indebtedness during the Financial Year - i) Addition - 509.67 361.59 871.26

ii) Reduction 139.47 166.00 46.77 352.25

Net Change (139.47) 343.67 314.82 519.02

Indebtedness at the end of the Financial Year -

i) Principal Amount 670.15 988.08 377.52 2,035.75

ii) Interest due but not paid -

iii) Interest accrued but not due - 7.06 - 7.06

Total (i + ii + iii) 670.15 995.14 377.52 2042.81

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL A. Remuneration to Managing Director, Whole-time Directors and/or Manager:

(Amount in Rs.) Sr. No.

Particulars of Remuneration Mr. Jehangir N. Wadia, Managing Director

Total Amount

1. Gross Salary

Not Applicable

a. Salary as per provisions contained in Section 17(1) of the Income Tax Act, 1961

b. Value of perquisites under Section 17(2) of Income Tax Act, 1961 c. Profits in lieu of salary under Section 17(3) of Income Tax Act, 1961

2. Stock Options

3. Sweat Equity 4. Commission

- as a % of Profit - others, specify

5. Others, please specify Total (A)

Ceiling as per the Act Note: During the Financial Year 2014-15, remuneration was payable to Mr. Jehangir N. Wadia, Managing Director, however, Mr. Wadia had waived off the remuneration payable to him.

24


B. Remuneration to other Directors: (Amount in Rs.)

Sr. No.

Particulars of Remuneration Name of Directors Total

Amount 1. INDEPENDENT DIRECTOR Dr. Vijay Kelkar

Mr. Apurva Diwanji

Mr. Nasser Munjee

Mr. Keki Elavia

- Fee for attending Board / Committee Meetings

60,000 2,00,000 1,20,000 1,00,000 4,80,000

- Commission - - - -

- Others, please specify - - - - Total (1) 60,000 2,00,000 1,20,000 1,00,000 4,80,000

2. OTHER NON-EXECUTIVE DIRECTORS

Mr. Nusli Wadia

Mr. Ness Wadia

- Fee for attending Board / Committee Meetings

1,00,000 1,40,000 2,40,000

- Commission - - - - Others, please specify - - -

Total (2) 1,00,000 1,40,000 2,40,000

Total B = (1+2) 1,60,000 3,40,000 1,20,000 1,00,000 7,20,000 Total Managerial Remuneration Overall Ceiling as per the Act As per Companies (Appointment & Remuneration of Managerial

Personnel) Rules, the maximum sitting fees to be paid to the Director for attending the Meetings is Rs.1,00,000/-

C. Remuneration to Key Managerial Personnel other than MD / Manager/ WTD:

(Amount in Rs.) Sr. No.

Particulars of Remuneration Key Managerial Personnel (KMP)

1.

FY 2014-15

Mr. Giorgio De Roni (Chief Executive Officer)

Mr. Nikhil Rathod

(Company Secretary)

Mr. Siddhartha Datta (Chief

Financial Officer)

Total Amount

Gross Salary Payable for FY 14-15 (Amount in Rupees)

3,24,29,011 5,24,834 60,46,701 3,90,00,546

a. Salary as per provisions contained in Section 17(1) of the Income Tax Act, 1961

24,00,000 - - 24,00,000

b. Value of perquisites under Section 17(2) of Income Tax Act, 1961

1,76,30,445 - - 1,76,30,445

c. Profit in lieu of salary under Section 17(3) of Income Tax Act, 1961

- - - -

2. Stock Options - - - -

3. Sweat Equity - - - - 4. Commission - - - -

- as a % of Profit - - others, please specify - - - -

5. Others, please specify - - - - Total 5,24,59,456 5,24,834 60,46,701 5,90,30,991

25


VII. PENALTIES/ PUNISHMENT/ COMPOUNDING OF OFFENCES:

Type Section of the Companies Act

Brief Description Details of Penalty/ Punishment/

Compounding fees imposed

Authority [RD/ NCLT/

COURT]

Appeal made, if any (give

details)

A. COMPANY

Penalty NIL Punishment

Compounding

B. DIRECTORS


Compounding

C. OTHER OFFICERS IN DEFAULT


Compounding

On behalf of the Board of Directors Place: Mumbai Jehangir N. Wadia Ness N. Wadia Date: 29-05-2015 Managing Director Director

26


“ANNEXURE B” TO THE DIRECTORS REPORT

Form No. MR-3 SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED ON 31ST MARCH 2015 [Pursuant to section 204(1) of the Companies Act, 2013 and rule No.9 of

The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014] To, The Members GO AIRLINES (INDIA) LIMITED Regd. Off: C/o, Britannia Industries Limited, A-33, Lawrence Road Industrial Area, New Delhi-110035 We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by GO AIRLINES (INDIA) LIMITED (hereinafter called the Company). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon. Based on our verification of the Company’s books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, We hereby report that in our opinion, the Company has, during the audit period covering the Financial Year ended on 31st March, 2015 complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter: We have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company as per Annexure A for the Financial Year ended on 31st March, 2015 according to the provisions of:

(i) The Companies Act, 2013 (the Act) and the rules made thereunder; (ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made thereunder; (iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder; (iv) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder

to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings;

(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act’):- (a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and

Takeovers) Regulations, 2011; (b) The Securities and Exchange Board of India (Prohibition of Insider Trading)

Regulations, 1992; (c) The Securities and Exchange Board of India (Issue of Capital and Disclosure

Requirements) Regulations, 2009; (d) The Securities and Exchange Board of India (Employee Stock Option Scheme and

Employee Stock Purchase Scheme) Guidelines, 1999; (e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities)

Regulations, 2008; (f) The Securities and Exchange Board of India (Registrars to an Issue and Share

Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client;

27


(g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; and

(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998;

(vi) Other laws as applicable specifically to the company broadly covering Product Laws, Manufacturing Laws, Safety Laws and other General and Commercial Laws as identified by management of the company.

As per information furnished to us, there were no instances requiring compliance with the provisions of the laws indicated at para (iii) to (v) mentioned hereinabove during the period under review. We have also examined compliance with the applicable clauses of the following: (i) Secretarial Standards issued by The Institute of Company Secretaries of India. (ii) The Listing Agreements entered into by the Company with the Stock Exchange; However, it was noted that compliance of secretarial standards issued by ICSI were not mandatory as none of the standards were notified during the period under review. Similarly, since the securities of the company are not listed on any recognized stock exchange, clauses of listing agreement were not applicable. During the period under review the Company has generally complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, mentioned hereinabove and as per information and explanations provided to us there is adequate compliance management system for the purpose of other applicable laws. We have relied on the representations made by the Company and its officers for systems and mechanisms formed by the Company for compliances under other laws and regulations applicable to the Company. We have relied on the report of internal as well as statutory auditors of the Company for compliance system relating to direct tax, indirect tax and other finance and tax laws however it has been inferred from the financials for the year under review, that there were certain disputed dues relating to taxes and duties and relevant provision has been made in Contingent liabilities in the Books of accounts. We further report that The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act. However, it has been observed that The Nomination and Remuneration Committee has recommended and the Board has approved the appointment of Mrs. Vibha Paul Rishi as the woman director of the Company subject to approval of security clearance by the DGCA. We have been informed that once the security clearance is approved by the DGCA, the form for appointment of Mrs. Vibha Paul Rishi shall be filed with the ROC. Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting. Majority decision is carried through while the dissenting members’ views are captured and recorded as part of the minutes, wherever required.

28


We further report that

there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

We further report that

during the audit period there were no specific events / actions having a major bearing on the Company’s affairs in pursuance of the above referred laws, rules, regulations, guidelines, standards etc. referred to above more specifically related to:-

(i) Public/Right/Preferential issue of shares / debentures/sweat equity, etc. (ii) Redemption / buy-back of securities (iii) Major decisions taken by the members in pursuance to Section 180 of the Companies Act,

2013 (iv) Foreign technical collaborations

For SPANJ & Associates Company Secretaries

Place: Ahmedabad Date: 29-05-2015 Ashish C. Doshi

Partner ACS/FCS No.: F3544

C P No: 2356

29


ANNEXURE – A List of documents verified 1. Memorandum & Articles of Association of the Company. 2. Minutes of the meetings of the Board of Directors and various committees comprising of Audit

Committee, Nomination & Remuneration Committee etc. held during the period under report. 3. Minutes of General Body Meetings held during the period under report. 4. Statutory Registers/Records under the Companies Act and rules made there under viz. - Register of Directors & KMP - Register of Directors’ Shareholding

- Register of loans, guarantees and security and acquisition made by the Company - Register of Members 5. Agenda papers submitted to all the directors / members for the Board Meetings and Committee

Meetings. 6. Declarations received from the Directors of the Company pursuant to the provisions of Section 299

of the Companies Act, 1956 and 184 of the Companies Act, 2013. 7. e-Forms filed by the Company, from time-to-time, under applicable provisions of the Companies

Act, 1956 and Companies Act, 2013 and attachments thereof during the period under report.

8. Communications/ Letters issued to and acknowledgements received from the Independent directors for their appointment

9. Various policies framed by the company from time to time as required under the statutes

applicable to the company.

10. Processes and procedure followed for Compliance Management System for applicable laws to the Company

30


“ANNEXURE C” TO THE DIRECTORS’ REPORT

CORPORATE SOCIAL RESPONSIBILITY POLICY Introduction: As per the Companies Act, 2013, all companies having net worth of Rs.500 Crore or more, or turnover of Rs.1,000 crore or more or a net profit of Rs.5 crore or more during any Financial Year will be required to constitute a Corporate Social Responsibility (CSR) committee of the Board of Directors comprising three or more directors, at least one of whom will be an Independent director. Aligning with the guidelines of the Section 135 of the Companies Act, 2013 and the Rules framed there under, a committee is constituted, which is responsible for formulating and monitoring the CSR Policy of the Company. The Committee has adopted a policy that intends to:

Recommendation of the project/ programme to be undertaken within the long term vision and strategy of Wadia Group in respect of CSR activities, amount of expenditure to be incurred, type of activities, roles and responsibilities of various stakeholders, etc.

Formulation of a monitoring mechanism for ensuring implementation of the projects / programmes undertaken or the end use of the amount spent by it towards CSR activities.

CSR Policy: I. BACKGROUND Corporate Social Responsibility (CSR) embodies the various initiatives and programs of The Wadia Group in the communities and environment in which Group Companies operate. It represents the continuing commitment and actions of The Group to contribute towards economic and social development and growth. II. OBJECTIVE The CSR Policy of the Company has been formulated and adopted in terms of Section 135 of the Companies Act, 2013 and the Rules made thereunder. The Company will undertake CSR activities specified in Schedule VII to the Companies Act 2013. III. CONSTITUTION OF CSR COMMITTEE The Board of Directors of the Company has constituted a CSR Committee of Directors comprising of three directors with one being an Independent Director. IV. ROLE OF CSR COMMITTEE The CSR Committee will play the following role in fulfilling the Company’s CSR objectives:

31


Recommendation of the project/ programme to be undertaken within the long term vision and strategy of Wadia Group in respect of CSR activities, amount of expenditure to be incurred, type of activities, roles and responsibilities of various stakeholders, etc.

Formulation of a monitoring mechanism for ensuring implementation of the projects / programmes undertaken or the end use of the amount spent by it towards CSR activities.

The contribution will be made for any activities undertaken within India. The Committee will give preference to the local area and areas around it where it operates in spending the amount earmarked for CSR activities. Surplus arising out of the CSR activities will be utilized for the benefit of the community. V. ROLE OF BOARD OF DIRECTORS The role of the Board with respect to CSR is as under: Review the recommendations in respect of annual budget for CSR; Disclose contents of the Policy in the Company’s report/ website; and Ensure that the Company spends in every financial year, at least two percent of the

average net profits made during the three immediately preceding financial years of the Company on CSR activities.

VI. DISBURSEMENT OF CSR AMOUNT The Company may undertake CSR activities, on its own or by pooling the resources into Sir Ness Wadia Foundation or other not-for-profit organisations (NGOs) or a combination thereof. The CSR Committee will decide on the budget allocation for CSR Projects and Programms and the instalments for disbursement of amount. VII. PARTNERING ORGANISATIONS While undertaking any project or program with other partnering organizations, the Company will undertake due diligence to evaluate the NGO’s reputation, track record, capacity and competency, including organization structure, requisite permits and licenses, presence in desired geography and compatibility with the Group CSR Policy. VIII. PROCESS FOR UNDERTAKING CSR ACTIVITIES/ PROJECTS THROUGH

PARTNERING NGOs The following procedure will be adhered to while undertaking/ funding CSR activities/ projects through NGOs:

Presentation of Project / program details. Execution of Memorandum of Understanding (MoU) with the Partnering NGOs,

which will detail the key roles and responsibilities of each of the parties for a specified project or projects identified by the Wadia Group / Company.

Scheduling of disbursements of funds relating to the program and monitoring system in accordance with pre-agreed milestones with partners.

32


The Committee whilst making any contribution will specify the activities for which it is made and the amount for the same.

IX. MONITORING CSR Committee will institute a transparent monitoring mechanism for implementation of CSR Projects or programmes undertaken by the Company or through NGOs. X. VOLUNTEERING

The Company will encourage and enable employees and other stakeholders to participate in the projects supported by it through Employee Volunteering Programmes (EVP). The Company will recognize the efforts put in by employees in CSR activities through annual appraisal system. The Head HR will play a specific role in building capacities, skills and talents under the concept of the Company’s broader vision on CSR. XI. SELF ASSESSMENT The Company will introduce mechanism for self-assessment of CSR activities pursued by it and strive to improve existing policy and systems. It will also undertake impact assessment of the development projects on the target group. XII. DISSEMINATION OF INFORMATION The CSR Committee will report to the Board of GoAir from time to time the status of the CSR projects/ activities undertaken by it along with the report on the impact created by such projects/ activities. GoAir would upload this Policy on its website www.goair.in. A detailed status report on the CSR activities carried out by GoAir will be disclosed every year as part of the Directors’ Report in the Annual Report. The said information will also be uploaded on the website of the Company. The CSR activities of the Company should be visible through newsletters, websites, press releases and Directors’ Annual Report (as an integral part of business) articulated on major occasions and employee / shareholder / dealer meetings.

33


ANNUAL REPORT ON CORPORATE SOCIAL RESPONSIBILTY ACTIVITES as prescribed under section 135 of the Companies Act, 2013 and

Companies (Corporate Social Responsibility Policy)

a) Brief outline of the company's CSR policy, including overview of projects or programs proposed to be undertaken and a reference to the web-link to the CSR policy and projects or programs The Company has undertaken projects like carrying excess baggage without charge towards dispatching the relief material at the areas adversely affected due to floods. A brief detail of the policy is posted on the Company’s website web link https://www.goair.in/upload/PDF/co_go/Corporate%20Social%20Responsibility%20Policy.pdf

b) Composition of the Corporate Social Responsibility Committee The Corporate Social Responsibility Committee comprises of: 1) Ms. Vinita K. Bali – Chairperson of the Committee upto 1st October 2014 2) Mr. Apurva S. Diwanji – Member of the Committee 3) Mr. Ness N. Wadia – Member of the Committee

c) Average Net Loss of the company for last three financial years ended 2012-2014 Rs.9.35 Crores

d) Prescribed CSR expenditure (two per cent of the amount)

Pursuant to Section 135 of the Companies Act, 2013, the Company was not required to spend towards Corporate Social Responsibility activities during the Financial Year 2014-15. However, the Company has contributed towards Corporate Social Responsibility activities by providing relief in terms of carrying excess baggage without any charges and have also offered free cargo services to the relief organizations by working towards the Jammu & Kashmir floods which occurred due to heavy rainfall from 2nd September 2014 onwards.

e) Details of the CSR spent during the Financial Year 2014-15 1) Total amount to be spent for the financial year – NIL

2) Amount unspent, if any – NIL

3) Manner in which the amount spent during the Financial Year is detailed below:

34


(1) (2) (3) (4) (5) (6) (7) (8)Sr. No.

CSR project or activity identified

Sector in which the Project is covered

Projects or Programmes i) Local area orothers ii) Specify the state and district where projects or program was undertaken

Amount outlay (budget) project program Wise

Amount spent on the projects or programs 1)Direct expenditure on Projects or Programs 2) Overheads

Cumulative expenditure upto the reporting period

Amount spent - whether direct or through implementing agency (with details of implementing agency)

1. Carrying excess baggage withoutcharge towards dispatching the relief material toorganizations atJammu &Kashmir

Eradicating hunger, health care, ensuring environmental sustainability

State of Jammu & Kashmir

N.A. Direct Expenditure:

Valued at Rs.6,99,04,750/-

Valued at Rs.6,99,04,750/-

Total amount spent directly

f) In case the company has failed to spend the two per cent of the Average Net Profit of the lastthree Financial Years or any part thereof, the company shall provide the reasons for notspending the amount in its Board Report

NIL

g) The CSR Committee of the Company hereby confirms that the implementation andmonitoring of CSR Policy, is in compliance with CSR objectives and policy of the Company.

For and on behalf of the Corporate Social Responsibility Committee of


Ness N. Wadia Member

For and on behalf of Go Airlines (India) Limited

Jehangir N. Wadia Managing Director

35

nikhilr

Line

Go Airlines (India) Limited INDEPENDENT AUDITOR’S REPORT

TO THE MEMBERS OF GO AIRLINES (INDIA) LIMITED

Report on the Financial Statements

We have audited the accompanying financial statements of Go Airlines (India) Limited. (“the Company”), which comprise the Balance Sheet as at March 31, 2015, the Statement of Profit and Loss, the Cash Flow Statement for the year then ended, and a summary of the significant accounting policies and other explanatory information.

Management’s Responsibility for the Financial Statements

The Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (“the Act”) with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor’s Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit.

We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder.

36


We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company’s preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company’s Directors, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the financial statements.

Opinion In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2015, and its profit and cash flows for the year ended on that date.

Emphasis of Matters We draw attention to the following matters in the Notes to the financial statements: a) Note 11(a) to the financial statements, consequent to Schedule II to the Act becoming applicable

with effect from April 01, 2014, depreciation for the year ended March 31, 2015 has been provided on the basis of the useful lives as prescribed in Schedule II. This has resulted in the depreciation expenses for year ended March 31, 2015 being higher by Rs. 0.19 crore. Depreciation of Rs. 0.49 crore (net of Deferred Tax of Rs. 0.23 crore) on account of assets whose useful life is already exhausted as on April 01, 2014, has been adjusted to (Deficit) / Surplus in Statement of Profit and Loss.

37

Go Airlines (India) Limited b) Note 13(a) to the financial statements wherein the Company has recognised a Deferred Tax

Asset of Rs. 238.49 crore on Carry Forward Business Losses.

c) Note 31 to the financial statements wherein it is stated that the losses as at the Balance Sheet date exceed the share capital and reserves and the net worth has been eroded. The accounts have been prepared on a going concern basis on the understanding that finance will continue to be available to the Company for working capital requirements from the promoters.

Our opinion is not modified in respect of these matters.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor’s Report) Order, 2015 (“the order”) issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 3 and 4 of the Order.

2. As required by Section 143(3) of the Act, we report that: a) We have sought and obtained all the information and explanations which to the best of our

knowledge and belief were necessary for the purposes of our audit. b) In our opinion, proper books of account as required by law have been kept by the Company so

far as it appears from our examination of those books. c) The Balance Sheet, the Statement of Profit and Loss and the Cash Flow Statement dealt with

by this Report are in agreement with the books of account. d) In our opinion, the aforesaid financial statements comply with the Accounting Standards

specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

e) On the basis of the written representations received from the directors as on March 31, 2015,

and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2015 from being appointed as a director in terms of Section 164 (2) of the Act.

f) With respect to the other matters to be included in the Auditor’s Report in accordance with

Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

i. The Company has disclosed the impact of pending litigations on its financial position in

its financial statements - Refer Note 20(a), (d) & (e) to the financial statements.

38


ii. The Company has made provision, as required under the applicable law or accounting standard, for material foreseeable losses, if any, on long-term contracts including derivative contracts.

iii. There are no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.

For KALYANIWALLA & MISTRY CHARTERED ACCOUNTANTS Firm Registration No. 104607W ERMIN K. IRANI PARTNER Membership No. 35646 Place: Mumbai Dated: May 29, 2015

39

Go Airlines (India) Limited ANNEXURE TO THE INDEPENDENT AUDITOR’S REPORT

Referred to in Paragraph 1 under the heading ‘Report on Other Legal and Regulatory Requirements’ of our report of even date on the financial statements of the Company for the year ended March 31, 2015:

1) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.

(b) As explained to us, the Company has a program for physical verification of fixed assets at periodic intervals. In our opinion, the period of verification is reasonable having regard to the size of the Company and the nature of its assets. The discrepancies reported on such verification were not material and have been properly dealt with in the books of account.

2) (a) Physical verification of inventory have been conducted at reasonable intervals by the management.

(b) In our opinion, the procedures of physical verification of inventory followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) The Company is maintaining proper records of inventory and no material discrepancies were noticed on physical verification.

3) The Company has not granted any loans, secured or unsecured, to companies, firms or other parties covered in the register maintained under section 189 of the Act. Therefore, the provisions of sub-clause (a) and (b) of paragraph 3(iii) of the Order are not applicable to the Company for the current year.

4) In our opinion and according to the information and explanations given to us, there are adequate internal control systems commensurate with the size of the Company and the nature of its business for the purchase of inventory and fixed assets and for the sale of services. There is no sale of goods. In our opinion and according to the information and explanations given to us, there is no continuing failure to correct major weaknesses in internal control system.

5) In our opinion and according to the information and explanations given to us, the Company has not accepted any deposits from the public and hence the provisions of Section 73 to 76 or any other relevant provisions of the Act and the rules framed thereunder are not applicable.

40

Go Airlines (India) Limited 6) In our opinion & according to the information and explanations given to us, the

maintenance of cost records under sub-section (1) of Section 148 of the Act is not applicable to the Company under Companies (Cost Record and Audit) Rules, 2014.

7) (a) According to the information and explanations given to us and the records examined by us,

the Company is generally regular in depositing undisputed statutory dues including Provident Fund, Employees’ State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Duty of Customs, Duty of Excise, Value added tax, cess and any other statutory dues with the appropriate authorities. According to the information and explanations given to us, there are no undisputed dues, payable in respect of above as at 31st March, 2015 for a period of more than six months from the date on which they became payable.

(b)According to the information and explanations given to us, and the records of the Company,

the details of aforesaid statutory dues as at March 31, 2015 which have not been deposited with the appropriate authorities on account of any dispute, are given below:

(Rs. in crore) Sr No

Name of the Statute

Amount Period to which the amount relates

Forum where dispute is pending

1. Income Tax Act, 1961

0.13 2011-12 Commissioner of Income Tax (Appeals)

2. Income Tax Act, 1961

Not ascertainable

May 2009 to April 2011

Supreme Court of India

(c) According to the information and explanations given to us, there are no amounts required to be transferred to investor education and protection fund.

8) The accumulated losses of the Company at the end of the financial year are more than fifty percent of its net worth and the Company has not incurred any cash loss in the current financial year and in the immediately preceding financial year.

9) According to the information and explanations given to us and based on the documents and

records produced to us, the Company has not defaulted in repayment of dues to a financial institution or banks. The Company does not have any dues to debenture holder.

10) In our opinion and according to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks and other financial institutions.

11) According to the information and explanations given to us and based on the documents and

records examined by us, on an overall basis, the term loan has been applied for the purpose for which the loan was obtained.

41

Go Airlines (India) Limited 12) During the course of our examination of the book of account and records of the Company, and

according to the information and explanations given to us and representations made by the Management, no major fraud on or by the Company, has been noticed or reported during the year.

For KALYANIWALLA & MISTRY CHARTERED ACCOUNTANTS Firm Registration No. 104607W ERMIN K. IRANI PARTNER Membership No. 35646 Place: Mumbai Dated: May 29, 2015

42


BALANCE SHEET AS AT MARCH 31, 2015(Amount in Rs. Crore)

As At As AtParticulars Note March 31, 2015 March 31, 2014

I. EQUITY AND LIABILITIES(1) Shareholders' Funds

(a) Share Capital 2 100.00 100.00 (b) Reserves and Surplus 3 (465.73) (492.97)

(365.73) (392.97) (2) Non-current Liabilities

(a) Long Term Borrowings 4 859.75 574.60 (b) Other Long Term Liabilities 5 0.75 0.75 (c) Long Term Provisions 6 5.91 4.66

866.41 580.01 (3) Current Liabilities

(a) Short-term Borrowings 7 950.64 725.23 (b) Trade Payables 8 361.24 307.11 (c) Other Current Liabilities 9 577.50 521.97 (d) Short-term Provisions 10 1.20 0.70

1,890.58 1,555.01

Total 2,391.26 1,742.05

II. ASSETS(1) Non-current Assets

(a) Fixed Assets 11(i) Tangible Assets 68.36 65.91 (ii) Intangible Assets 3.39 4.14 (iii) Capital work-in-progress 984.74 608.73

1,056.49 678.78

(b) Non-current Investments 12 0.01 0.01 (c) Deferred tax assets (net) 13 248.06 264.68 (d) Long Term Loans and Advances 14 719.11 443.12

2,023.67 1,386.59 (2) Current Assets

(a) Inventories 15 84.29 78.30 (b) Trade receivables 16 16.39 9.65 (c) Cash and Bank balances 17 8.57 22.37 (d) Short-term loans and advances 18 255.03 245.07 (e) Other current assets 19 3.31 0.07

367.59 355.46

Total 2,391.26 1,742.05

Statement of significant accounting policies 1

The accompanying notes 1 to 40 form an integral part of the financial statements.

As per our report of even date For KALYANIWALLA & MISTRY For and on behalf of the Board of Directors CHARTERED ACCOUNTANTSFirm Registration Number 104607W Jehangir N. Wadia Ness N. Wadia

Managing Director Director ERMIN K. IRANI PARTNER Siddhartha Datta Nikhil RathodMembership Number: 35646 Chief Financial Officer Company SecretaryMumbai, May 29, 2015

43


STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED MARCH 31, 2015

(Amount in Rs. Crore)Particulars Note For the year ended

March 31, 2015For the year ended

March 31, 2014I. Revenue from Operations (Net) 22 2,946.56 2,435.45 II. Other Income 23 26.75 28.24 III. Total Revenue 2,973.31 2,463.69

IV. ExpensesAircraft and Airport Related Expenses 24 2,399.99 2,038.01 Employee Benefits Expense 25 238.22 191.83 Administrative and Other Operating Expenses 26 131.12 87.74 Total Expenses 2,769.33 2,317.58

V. Operating Profit 203.98 146.11 Less: Finance Costs 27 141.58 112.28

VI. Profit Before Tax and Depreciation 62.40 33.83 Less: Depreciation and Amortisation Expense 11 9.14 8.17

VII. Profit Before Tax & Exceptional Items 53.26 25.66 Less: Exceptional Items 28 8.64 17.29

VIII. Profit Before Tax 44.62 8.37 Less: Tax Expenses - Current Tax (MAT) 5.88 - - MAT Credit Entitlement (5.84) - - Deferred Tax 16.85 2.93

16.89 2.93

IX. Profit for the period 27.73 5.44

X. Earnings Per Share - (In Rs.) 29 2.77 0.61 Basic and Diluted Earnings per Equity Share of Rs 10/- each

Statement of significant accounting policies 1

The accompanying notes 1 to 40 form an integral part of the financial statements.

As per our report of even date For KALYANIWALLA & MISTRY For and on behalf of the Board of DirectorsCHARTERED ACCOUNTANTSFirm Registration Number 104607W Jehangir N. Wadia Ness N. Wadia

Managing Director Director ERMIN K. IRANI PARTNER Siddhartha Datta Nikhil RathodMembership Number: 35646 Chief Financial Officer Company SecretaryMumbai, May 29, 2015

44


STATEMENT OF CASH FLOWS FOR THE YEAR ENDED MARCH 31, 2015(Amount in Rs. Crore)

Year ended Year endedPARTICULARS March 31, 2015 March 31, 2014A. Cash Flow from Operating Activities

Net Profit before tax 44.62 8.37 Adjustment for :Depreciation / Amortisation 9.14 8.17 Manufacturer's credit 4.16 6.02 Loss on Sale and leaseback of aircraft and Engine 8.64 17.29 Loss / (Gain) on assets scrapped / Sold 3.11 - Unrealized Forex (Gain) (16.42) (25.26) Interest Income (6.08) (0.36) Interest Expense 131.38 103.65

Operating profit before working capital changes 178.55 117.88 Adjustment for :

Change in Trade receivables, Short term and Long Term Advances (275.96) (248.15) Change in Cash and Bank Balances (0.04) (1.38) Change in Trade Payables, Current Liabilities and Provisions 100.49 120.17 Change in Inventories (5.99) (12.41)

Cash generated from Operations / (used in operation) (2.95) (23.89) Direct Taxes paid (net) (2.98) (33.72)

TOTAL (A) (5.93) (57.61)

B. Cash Flow from Investing ActivitiesPurchase of Fixed Assets (net) (378.22) (62.12) Sale / Disposal of Fixed Assets 0.01 - Interest Received 5.53 0.33

TOTAL (B) (372.68) (61.79)

C. Cash Flow from Financing ActivitiesNet Proceeds from Short Term Borrowings and Working Capital Facilities 225.42 188.85 Net Proceeds from long-term borrowing 268.28 16.19 Interest Paid (net) (128.93) (103.96) Rights Issue of Shares - 29.24 TOTAL (C) 364.77 130.32

Net increase/(decrease) in Cash and Cash Equivalents (A+B+C)

(13.84) 10.92

D. Cash and Cash Equivalent (Opening Balance) 19.81 8.89 E. Cash and Cash Equivalent (Closing Balance) 5.97 19.81 Net increase/(decrease) in Cash and Cash Equivalent (13.84) 10.92

Notes:1. The Cash Flow Statement has been prepared under the “Indirect Method” as set out in the Accounting Standard

(AS) 3 on “Cash FlowStatements”.2. Figures in brackets are outflows/deductions.3. Figures for the previous year have been regrouped/restated wherever necessary to conform to this year’s classification.

For KALYANIWALLA & MISTRY For and on behalf of the Board of DirectorsCHARTERED ACCOUNTANTSFirm Registration Number 104607W Jehangir N. Wadia Ness N. Wadia

Managing Director Director ERMIN K. IRANI PARTNER Siddhartha Datta Nikhil RathodMembership Number: 35646 Chief Financial Officer Company SecretaryMumbai, May 29, 2015 45


Notes forming part of the financial statements

1 . STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES

a. Basis of preparationThe financial statements of the Company have been prepared on accrual basis under the historical cost convention and ongoing concern basis in accordance with the Generally Accepted Accounting Principles in India (‘Indian GAAP’) to complywith the Accounting Standards specified under section 133 of The Companies Act, 2013, read with Rule 7 of the Companies(Accounts) Rules, 2014 and the relevant provisions of The Companies Act, 2013 (‘the Act’) / The Companies Act, 1956, asapplicable.

b. Use of estimatesThe presentation of financial statements in conformity with generally accepted accounting principles requires managementto make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes.Although, these estimates are based on management's best knowledge of current events and actions the Company mayundertake in future, actual results ultimately may differ from the estimates.

c. Fixed assetsFixed assets including assets acquired under finance lease are stated at cost less accumulated depreciation. Cost comprisesof purchase price and any attributable cost of bringing the asset to its working condition for its intended use.

d. DepreciationThe Company followed the Straight Line Method for charging depreciation generally on all items of Fixed Assets, on thebasis and at the rates specified in Schedule XIV to the Companies Act, 1956, upto the financial year ended 31st March,2014. Consequent to the enactment of the Companies Act 2013, (the Act) and its applicability for accounting periodscommencing from 1st April, 2014, during the current year, the Company has reassessed the remaining useful life of fixedassets in accordance with the provisions prescribed under Schedule II to the Act.

In case management’s estimate of the useful life of the fixed asset is shorter than that envisaged in Schedule II, depreciationis provided at a higher rate based on management’s estimate of the useful life. Accordingly, in respect mobiles depreciationis provided at a higher rate based on useful life of the assets estimated at 3 years, compared to 5 years specified in ScheduleII.Software is amortised over a period of 5 years.

e. Impairment of assetsi. The carrying amounts of assets are reviewed at each balance sheet date. If there is any indication of impairment based on

internal/external factors, an impairment loss is recognized wherever the carrying amount of an asset exceeds its recoverableamount. The recoverable amount is the greater of the asset’s net selling price and value in use. In assessing value in use,the estimated future cash flows are discounted to their present value at the weighted average cost of capital.

ii. After impairment, depreciation is provided on the revised carrying amount of the assets over its remaining useful life.

f. LeasesFinance leases, which effectively transfer to the Company substantially all the risks and benefits incidental to ownership ofthe leased item, are capitalized at the lower of the fair value and present value of the minimum lease payments at theinception of the lease term and disclosed as leased assets. Lease payments are apportioned between the finance charges andreduction of the lease liability based on the implicit rate of return. Finance charges are charged directly against income.Lease management fees, legal charges and other initial direct costs, other than taxes paid by and reimbursed to the lessor,are capitalised.

Leases where the lessor effectively retains substantially all the risks and benefits of ownership over the leased term areclassified as Operating leases. Operating lease payments are recognized as an expense in the Statement of Profit and Loss ona straight-line basis over the lease term.

46


g. InvestmentsInvestments that are readily realizable and intended to be held for not more than a year are classified as current investments.All other investments are classified as long-term investments. Current investments are carried at lower of cost and fair valuedetermined on an individual investment basis. Long-term investments are carried at cost. However, provision for diminutionin value is made to recognize a decline other than temporary in the value of the investments.

h. InventoriesInventories comprising of fuel stock, loose tools and consumables is valued at cost. Cost is determined on WeightedAverage basis except for fuel which is on first in first out basis. Provision for obsolescence is made on loose tools based onthe useful life of the aircraft to which it relates.

i. Borrowing CostBorrowing costs attributable to the acquisition or construction of a qualifying asset are capitalized as a part of the cost of theassets. Other borrowing costs are recognized as an expense in the period in which they are incurred.

j. Revenue recognitioni. Revenue is recognized to the extent that it is probable that the economic benefits will flow to the Company and the revenue

can be reliably measured. Revenue from sale of tickets of the airline operations is recognized in the year, in which theservice is provided, i.e. on flown basis. Such revenues include the statutory fee to be collected from customers as pergovernment regulations. Unearned revenue represents flight seats booked but not yet flown and is grouped under CurrentLiabilities.

ii. Revenue from Cargo handling is recognized on sale basis unless it is refundable. Cargo contractual revenue is recognised asper the terms of the contract.

iii. Interest income is recognized on the time proportionate method when the right to receive income is established andcollection is reasonably certain.

iv. Export incentive under the prevalent scheme is accrued in the year in which the right to receive the benefit is establishedwhen the export collections are made.

v. Dividend is recognised when the right to receive dividend is established.

k. Aircraft Maintenance And Repairs CostAircraft maintenance costs in the nature of certain mandatory Checks, Maintenance of Landing Gear, Auxiliary Power Unit(APU), Engines are expensed on actual incurrence of the event. Re-delivery expenses are accrued in the year when the re-delivery of aircraft takes place.

l. Sale and leaseback IncomeProfit or loss on sale and leaseback arrangements resulting in operating leases are recognized immediately in case thetransaction is established at fair value, else the excess over the fair value is deferred and amortised over the period for whichthe asset is expected to be used.

m. Employee Benefitsi. Defined Contribution Plans: The Company’s contributions paid/payable to Provident Fund, Employees’ State Insurance

Scheme, and other funds, are determined under the relevant approved schemes and/or statutes, and are recognized asexpense in the Statement of Profit and Loss during the year in which the employee renders the related service.

ii. Defined Benefit Plans: The Company’s defined benefit plans consist of Gratuity. The Company’s liability for the definedbenefit schemes is actuarially determined by an independent actuary based on the projected unit credit method. Actuarialgains and losses are recognized immediately in the Statement of Profit and Loss.

47


iii. Short-term Employee Benefits (payable wholly within twelve months of rendering the service): Short-term benefits such assalaries, wages, short-term compensated absences, etc., are determined on an undiscounted basis and recognized in the yearin which the employee renders the related service.

iv. Other long term employee benefits consists of provision for unavailed leave which is actuarially determined.

n. Income TaxTax expense comprises of current tax and deferred tax. Current income tax is measured at the amount expected to be paid tothe tax authorities in accordance with the Indian Income Tax Act. Deferred income taxes reflect the impact of current yeartiming differences between taxable income and accounting income for the year and reversal of timing differences of earlieryears.

Deferred tax is measured based on the tax rates and the tax laws enacted or substantively enacted at the balance sheet date.Deferred tax assets are recognized only to the extent that there is virtual certainty that sufficient future taxable income willbe available against which such deferred tax assets can be realized. In respect of carry forward of unabsorbed depreciationand tax losses, deferred tax assets are recognized only if there is virtual certainty supported by convincing evidence thatsuch deferred tax assets can be realized against future taxable profits.

o. Foreign currency transactionsForeign currency transactions are accounted for at exchange rates prevailing at the date of the transaction. Gains or losses,resulting from the settlement (actual realisation/payment) of such transactions and from the translation of monetary assetsand monetary liabilities denominated in foreign currencies into rupees at the year-end exchange rates, are recognised in theStatement of Profit and Loss. Non-monetary items like fixed assets, inventories and investments in equity shares, which arecarried in terms of historical cost denominated in a foreign currency, are reported using the exchange rate at the date of thetransaction.

The Company’s forward exchange contracts are not held for trading or speculation; the discount or premium arising fromthe difference between the forward rate and the spot rate at the inception of such a contract is amortised as income orexpense over the period of the contract. Any profit or loss arising on the cancellation or renewal of forward contracts isrecognised in the Statement of Profit and Loss.

p. Earning per shareBasic and diluted earnings per share are computed by dividing the net profit after taxes attributable to equity shareholdersfor the year, with the weighted number of equity shares outstanding during the year.

q. Provisions, Contingent liabilities and contingent assetsA provision is recognised only when there is a present obligation as a result of a past event that probably requires an outflowof resources to settle the obligation and in respect of which a reliable estimate can be made. A disclosure for a contingentliability is made when there is a possible obligation or a present obligation that may, but probably will not, require anoutflow of resources. When there is a possible obligation or a present obligation in respect of which the likelihood ofoutflow of resources is remote, no provision or disclosure is made.

Contingent assets are not recognised in the financial statements since this may result in the recognition of income that maynever be realized.

r. Manufacturer's IncentiveManufacturer's Incentives available in the form of free of cost spares and other benefits are recognised when the right toreceive is established. These incentives are allocated on a proportionate basis to each underlying asset purchased.

48


(Amount in Rs. Crore)As At As At

March 31, 2015 March 31, 20142 . SHARE CAPITAL

(i) Authorised: 120,000,000 Equity shares of Rs. 10/- each 120.00 120.00

50,000,000 Preference shares of Rs. 10/- each 50.00 50.00 170.00 170.00

(ii) Issued, subscribed and paid up:100,000,000 Equity shares of Rs. 10/- each fully paid 100.00 100.00

Total 100.00 100.00 (a) Rights, preferences and restrictions attached to shares

(b) Details of shares held by shareholders holding more than 5% of the aggregate shares in the CompanyAs At As At

March 31, 2015 March 31, 2014

95,59,67,180 95,59,67,080

Percentage of holding 95.60% 95.60%

(d) Movement in the shares

No. of shares Rs. in Crore No. of shares Rs. in CroreBalance at the beginning of the year 10,00,00,000 100.00 7,00,00,000 70.00

Add: Shares issued to the shareholders of erstwhile Botanium Limited pursuant to a scheme of amalgamation - - 7,60,100 0.76 Add: Issue of rights - - 2,92,39,900 29.24 Balance at the end of the year 10,00,00,000 100.00 10,00,00,000 100.00

3 . RESERVES AND SURPLUS(a) Revaluation Reserve

As per last Balance Sheet 54.84 54.84

(b) (Deficit) / Surplus in Statement of Profit and Loss (Deficit) as at the beginning of the year (547.81) (553.25) Less: Adjustment on account of depreciation [Refer Note 11(a)] (0.49) - Profit for the period 27.73 5.44

(520.57) (547.81)

Total (465.73) (492.97)

Equity Shares: The Company has one class of Equity shares having a par value of Rs.10/- per share. Each shareholder is eligiblefor one vote per share held. The Company declares and pays dividend in Indian rupees. The dividend proposed by the Board ofDirectors is subject to the approval of the shareholders in the ensuing Annual General Meeting. In the event of liquidation of theCompany, the holders of Equity shares will be entitled to receive the residual assets of the Company, after distribution of allpreferential amounts. The distribution will be in proportion to the number of Equity shares held by the shareholders.

Preference Shares: The Preference shares shall rank in priority to the ordinary shares of the Company for capital, dividend and repayment of capital in winding up and not confer any right to vote at any meeting.

95,596,718 shares (March 31, 2014: 95,596,708) shares held by Go Investments and Trading Private Limited (the Holding Company)

As At As At March 31, 2015 March 31, 2014

49


(Amount in Rs. Crore)

Non-current Current

maturities Non-current Current

maturities4 . LONG TERM BORROWINGS

(a) Secured i. Term Loan from a Bank [Refer Note A(i)] 41.67 16.66 58.33 50.00 ii. Vehicle Loan from Finance Companies - - - 0.07

41.67 16.66 58.33 50.07

(b) Unsecured i. Term loan from a financial institution

[Refer Note B(i)] 75.00 170.00 170.00 30.00 ii. Foreign Currency Term Loans

[Refer Note B(ii)] 743.08 - 307.57 136.84 iii. Inter Corporate Deposit

[Refer Note B(iii)] - 38.70 38.70 - 818.08 208.70 516.27 166.84

Total 859.75 225.36 574.60 216.91

A. Nature of Security and terms of repayment for secured borrowings:i. Term Loan from a Bank

B. Terms of repayment for unsecured borrowings:

i.

ii.

iii.


5 . OTHER LONG TERM LIABILITIESDeposit from Agents 0.75 0.75 Total 0.75 0.75


6 . LONG-TERM PROVISIONSProvision for employee benefits: For Gratuity [Refer note 25(ii)] 4.15 3.30 For Unavailed Leave 1.76 1.36 Total 5.91 4.66

As at March 31, 2015 As at March 31, 2014

Term loan from a Bank consists of a loan of Rs. 58.33 Crore secured by way of a first pari passu charge on all the current and moveable fixed assets, present and future, charge over the escrow receivables of the Company and collateral security by a mortgage on the property owned by erstwhile Botanium Limited. The Term loan carries interest rate of BR+3.5% p.a. and is repayable in balance 14 equal quarterly installments of Rs. 4.17 Crore each starting from April 05, 2015.

Term-loan from a financial institution of Rs. 245 Crore consists of three loans of Rs.70 Crores, Rs.100 Crores and Rs.75 Croresrespectively, carrying interest rate of 13.85% p.a. each. These loan are secured by a corporate guarantee of a Group Company. Oneloan is repayable in installments ranging between Rs.20 Crores and Rs.25 Crores beginning from April 30, 2015 to August 31,2015. Second loan is repayable in monthly installment of Rs.15 Crore beginning from September 30, 2015 to December 31, 2015and Rs. 20 Crore from January 31, 2016 to February 29, 2016. The third loan has an undrawn amount of Rs.25 Crores and isrepayable in six installments of Rs.15 Crores each from October 31, 2016 to March 31, 2017 and one installment of Rs.10 Croreson April 30, 2017.

The Company has taken two foreign currency term loans duly approved by the Reserve Bank of India (RBI) under the route ofExternal Commercial Borrowings (ECB). These term loans carries interest rate of 6 Months' LIBOR + 3.5% bps p.a. (LIBOR0.40% as on March 31, 2015). One foreign currency term loan is repayable in 12 unequal installments from April 30, 2013 toJanuary 31, 2018. The other foreign currency term loan is Aircraft specific and is repayable when the aircraft to which it relates isdelivered. The last installment is repayable on July 1, 2020.

Inter Corporate Deposit is taken from a Related Party - Bombay Burmah Trading Corporation Limited at interest rate of 11.50%p.a and is repayable on August 13, 2015.

50



March 31, 2015 March 31, 20147 . SHORT TERM BORROWINGS

(a) SecuredWorking Capital Loans from banks repayable on demand 611.82 701.23

611.82 701.23 (b) Unsecured

Inter Corporate Deposits 338.82 24.00 338.82 24.00

Total 950.64 725.23

i. Nature of Security for secured borrowings:(a)(b)

(c)

8 . TRADE PAYABLESTrade Payables 361.24 307.11 Total 361.24 307.11

Notes:(i)

As At As At 31-Mar-15 31-Mar-14

Nil NilNil NilNil NilNil NilNil Nil

Nil NilNil Nil

(ii) There are no amounts due and outstanding to be credited to Investors Education and Protection Fund.

9 . OTHER CURRENT LIABILITIESCurrent maturities of long-term debt (Refer note no. 4) 225.36 216.91 Interest accrued on borrowings 7.06 4.61 Unearned Revenue 254.29 193.16 Advance from agents 71.05 88.39 Statutory Liabilities 11.01 9.83 Others [Refer Note 9(i) & 9(ii)] 8.73 9.07 Total 577.50 521.97

(i) Other Liabilities includes liabilities towards employee payables and other expenses.(ii)

10 . SHORT TERM PROVISIONSProvision for employee benefits:Provision for Gratuity (Refer note 25 (ii)) 0.80 0.41 Provision for Unavailed Leave 0.40 0.29

1.20 0.70

- - 1.20 0.70

Working capital loan of Rs. 0.64 crore carries interest rate of BR+4% p.a. and is secured by first pari passu charge on currentassets of the Company and collateral security by pledge of shares of two listed group companies held by companies in the samegro p

Working Capital loan of Rs. 611.18 crore carries interest rate of BR+1.25% p.a. and is secured as stated in Note 4A(i).

Other Liabilities include amounts dues to Related Parties: Bombay Dyeing Manufacturing Co. Ltd. - Rs. 205,301/- and Go Training Pvt. Ltd.- Rs. 45,892/-.

Inter Corporate Deposits are at interest rates ranging between 11.50% p.a. and 13.50% p.a. These Inter Corporate Deposits arerepayable on demand.

Micro and small enterprises as defined under the Micro, Small and Medium Enterprises Development Act, 2006 (MSMED Act)have been identified by the Company on the basis of the information available with the Company. Sundry creditors include totaloutstanding dues of micro enterprises and small enterprises amounting to Rs. Nil (Previous Year: Rs.Nil). The disclosures pursuantto MSMED Act based on the books of account are as under:

Particulars

Dues remaining unpaidPrincipalInterestInterest paid in terms of Section 16 of MSMED ActAmount of payments made to supplier beyond the appointed dayAmount of interest due and payable for the period of delay on payments made beyond the appointed day during the year without adding interest specified under MSMED Act

Amount of interest accrued and remaining unpaidAmount of further interest remaining due and payable in succeeding years for the purpose of disallowance under section 23 of the Act

Provision for Taxation (Net of MAT Credit Entitlement - Rs. 41.72 Crore, Previous year - Rs. 35.87 Crore)

51


11. FIXED ASSETS(Amount in Rs. Crore)

As at 01.04.2014

Additions Deletions/ (Adjustment)

As at 31.03.2015

As at 01.04.2014

Trfd. to Retained Earnings

For the period

Deletions / (Adjustment)

As at 31.03.2015

As at 31.03.2015

As at 31.03.2014

Tangible assets Leasehold Improvements 4.64 0.07 - 4.71 3.24 - 0.45 - 3.69 1.02 1.40 Rotables 52.34 7.01 3.81 55.54 9.31 - 2.65 0.70 11.26 44.28 43.03 Ground Handling &Other Equipments 10.09 2.30 - 12.39 2.58 - 0.89 - 3.47 8.92 7.51 Furniture and Fixtures 1.92 0.10 - 2.02 0.75 - 0.28 - 1.03 0.99 1.17 Office Equipment 2.06 2.03 - 4.09 0.64 0.36 0.76 - 1.76 2.33 1.42 Computer Equipments 4.08 0.73 0.64 4.17 2.82 0.28 0.58 0.65 3.03 1.14 1.26 Ground Support and Other Vehicles 18.71 1.65 - 20.36 8.59 0.08 2.01 - 10.68 9.68 10.12

Sub total 93.84 13.89 4.45 103.28 27.93 0.72 7.62 1.35 34.92 68.36 65.91 Intangible assetsComputer Software 8.22 0.77 - 8.99 4.08 - 1.52 - 5.60 3.39 4.14

Total 102.06 14.66 4.45 112.27 32.01 0.72 9.14 1.35 40.52 71.75 70.05

Previous Year 94.55 10.99 3.48 102.06 24.25 - 8.17 0.41 32.01 70.05

Capital Work in Progress / Advances - - - - - - - - 984.74 608.73

Particulars Gross block Depreciation / Amortization Net book value

Note : a) Consequent to the application of Schedule II to the Companies Act, 2013 becoming applicable w.e.f. April 01, 2014, depreciation for the year ended March 31,2015 has been providedon the basis of the useful lives as prescribed in Schedule II [Refer Note 1(d)]. In case of assets which have completed their useful life, the carrying value as at the beginning of the year amountingto Rs. 0.49 crore (net of deferred tax 0.23 crore) has been charged to the (Deficit) / Surplus in Statement of Profit and Loss and in case of other assets the carrying value (net of residual value) isbeing depreciated over the revised remaining useful life. For assets having a revised remaining useful life as per the Act, additional depreciation charge for the year amounts to Rs. 0.19 crore.

52



March 31, 2015 March 31, 201412 . NON-CURRENT INVESTMENT

QuotedNon Trade Investments (at cost)Investment in equity shares:

0.01 0.01

Total 0.01 0.01 Aggregate market value of the quoted investment 0.01 0.01

13 . DEFERRED TAX ASSETS (NET)Deferred Tax LiabilitiesDepreciation (3.13) (4.33) Deferred Tax AssetsUnabsorbed Depreciation 7.85 7.85 Unabsorbed Business Losses 238.49 257.48 Others 4.85 3.68 Total 248.06 264.68

(a)

(b)

14 . LONG TERM LOANS AND ADVANCESDebts outstanding for a period exceeding six months from the due date Considered Doubtful 2.18 2.11 Less: Provision for doubtful debts (2.18) (2.11)

- - Contributions Receivable from Lessors 534.42 343.55 Deposits 27.17 24.74 Margin deposit on lien with banks 85.50 10.54 Fixed deposit with Bank maturing after 12 months - 0.21 Manufacturers Credit Receivable 17.94 13.00 Capital Advances 0.40 3.03 Advance Tax (Net of provision for tax including MAT Credit Entitlement-Rs. 41.72 crore) 53.68 48.05

719.11 443.12

Fixed deposits includes:Pledged with Government Authorities / Courts 0.11 0.11

15 . INVENTORIESFuel 0.48 0.67 Consumables, Stores and Spares 21.70 15.70 Loose Tools 1.94 1.70 Less:- Provision for obsolescence on loose tools (0.35) (0.26)

1.59 1.44

Stock in trade - Land 60.52 60.49

Total 84.29 78.30 16 . TRADE RECEIVABLE

(Unsecured and considered good)Debts outstanding for a period exceeding six months from the due date 0.10 2.87 Other Debts 16.29 6.78 Total 16.39 9.65

1,000 Equity Shares of Rs. 2/- each of The Bombay Dyeing and Manufacturing Company Limited

Deferred Tax amounting to Rs. 238.49 Crore has been recognized on the Carry Forward Losses of the Company. Deferred TaxAsset has been recognized on Carry Forward Losses based on the Projected Business Plan supported by convincing evidence ofimprovement in performance. In the opinion of the Management, the Company’s restructuring efforts are expected to yield furtherpositive results in the near future. Based on the Projected Business Plan and current performance trend, the Management is of theopinion that there is a virtual certainty of future taxable income which will be available to realize the deferred tax asset.

Deferred Tax on depreciation for the year includes deferred tax amounting to Rs. 0.23 Crore on account of increase in depreciationdue to change in useful life of fixed assets as prescribed in Schedule II of Companies Act 2013. [Refer Note 11(a)]

53



March 31, 2015 March 31, 201417 . CASH AND BANK BALANCES

(a) Cash and Cash equivalents(i) Cash on hand 0.48 0.36 (ii) Balances with Banks 4.80 18.87 (iii) Cheques on hand - 0.13

(iv) Fixed Deposits maturing within 3 months 0.69 0.45 5.97 19.81

(b) Fixed Deposits with maturity from 3 to 12 months 2.60 2.56 Total 8.57 22.37

Fixed deposits includes:Pledged with Government Authorities / Courts 0.07 0.07

18 . SHORT-TERM LOANS AND ADVANCES(Unsecured and considered good)Advances recoverable in cash or in kind or for value to be received 29.21 31.21 Contributions Receivable from Lessors 169.63 158.33 Manufacturers Credit Receivable 29.49 35.55 Advance to Creditors 18.63 15.95 Balance with Government Authorities 8.07 4.03 Total 255.03 245.07

19 . OTHER CURRENT ASSETSInterest accrued 0.62 0.07 Insurance claim receivable 2.69 - Total 3.31 0.07

20 . CONTINGENT LIABILITIESClaims against the Company not acknowledged as debts to the extent ascertainable and quantifiable:

a. Claims against the Company not acknowledged as debts Rs. 10.93 Crore. (Previous year Rs. 9.88 Crore)b. Bank Guarantee Outstanding Rs. 144.06 Crore. (Previous year Rs. 199.35 Crore.)c. Letter of Credit Outstanding Rs. 316.39 Crore. (Previous year Rs. 223.31 Crore.)d.

e.

21 . CONTRACTUAL COMMITMENTSCapital commitments

Income Tax / Service Tax demands in dispute and pending at various stages of appeal: Rs. 0.13 Crore (as at March 31, 2014: Rs. 0.30 Crore)

The Company had filed an application under section 10(15A) of the Income Tax Act, 1961 with the Central Board of Direct Taxes(CBDT) seeking exemption from deduction of tax. As CBDT had rejected the application, a writ petition had been filed in the HighCourt at Delhi. The Honourable High Court has dismissed the petition vide order dated July 10, 2012. The Company has filed anSpecial Leave Petition before the Honorable Supreme Court on July 10, 2012. The Company has not received any demand and hencethe amount is currently not ascertainable.

The Company has two A320 aircraft scheduled to be delivered in the subsequent year. Further, the Company has entered into anagreement for purchase of seventy-two A320 NEO aircraft scheduled to be delivered between 2016 - 2021. The Company plans to haveadequate funding to meet the capital commitments as and when they become due. Estimated amount of contracts remaining to beexecuted on Capital Account Rs. 4,340.07 crore (Previous year Rs. 4,732.35 crore).

(Advances to Creditors includes receivable from Related Parties: (a) Go Cargo Pvt. Ltd. - Rs. 2,600/-, Go Engineering Pvt. Ltd. - Rs.2,610/-, Go Holdings Pvt. Ltd. - Rs. 2,600/-, Boyztoz Trading Co. Pvt. Ltd. - Rs. 410/-, Integrated Clinical Research Science Pvt. Ltd. -Rs. 3,940/-, Paradiso Entertainment Pvt. Ltd. - Rs. 410/-, Trieste Trading Pvt. Ltd. - Rs. 610/- and Virtual Education Network Pvt. Ltd.-Rs. 10,410/-.

54


(Amount in Rs. Crore) For the year ended

March 31, 2015 For the year ended

March 31, 2014

22 . REVENUE FROM OPERATIONSa. Sale of services

Passenger Revenue 2,941.51 2,466.54 Less: Service Tax (127.46) (107.66)

2,814.05 2,358.88

Cargo Revenue 107.71 82.73 Less: Service Tax (11.86) (9.09)

95.85 73.64

Less: Incentives, Commission and Discount 93.12 96.93 2,816.78 2,335.59

b. Other Operating Income Cancellation Charges 106.12 69.79 Commission 7.31 3.71 Income from Services 2.81 3.14 Provisions no longer required / Sundry Balances Written Back 13.04 20.33 Discount earned on Passenger Service Fees etc. 0.50 2.89

129.78 99.86

Total 2,946.56 2,435.45

23 . OTHER INCOMEInterest on Bank Deposit 6.08 0.36 Dividend Income -* -*

Foreign Exchange Gain (Net) 16.58 27.08 Miscellaneous Income 4.08 0.80 Profit On sale of Fixed Assets 0.01 -

Total 26.75 28.24 * Dividend income : Rs. 800/-, (Previous Year Rs. 1,000/-)

24 . AIRCRAFT AND AIRPORT RELATED EXPENSES Aircraft Fuel Expenses 1,404.04 1,362.09

Aircraft Lease Rentals 511.31 326.05 Aircraft Repairs and Maintenance 224.44 140.39 Landing, Parking, Route Navigation and Other Airport Charges 227.18 181.66 Aircraft Insurance 10.65 10.22 Loss on assets scrapped 3.11 - Other Direct Expenses 19.26 17.60 Total 2,399.99 2,038.01

25 . EMPLOYEE BENEFITS EXPENSE Salaries, wages and bonus 235.71 190.04 Contribution to Provident Fund and Other Funds 1.87 1.07 Staff Welfare 0.64 0.72 Total 238.22 191.83

55


Details of Employee Benefits:i. Defined Contribution Plans:

ii. Defined Benefit Plans:

a. Statement of Profit and LossNet employee benefit expenses recognized in Personnel Expenses

(Amount in Rs. Crore)Particulars For the year ended

March 31, 2015For the year ended

March 31, 2014Current service cost 0.95 0.87 Interest cost on benefit obligation 0.32 0.22 Expected return on plan assets 0.00 - Net actuarial( gain) / loss recognized in the year 0.39 0.04 Past service cost 0.00 - Net benefit expense 1.66 1.13

b. Balance sheetDetails of provision for Gratuity

(Amount in Rs. Crore)Particulars As at

March 31, 2015As at

March 31, 2014Defined benefit obligation 4.95 3.70 Fair value of plan assets -

4.95 3.70 Less: Unrecognized past service cost - Plan asset / (liability) (4.95) (3.70)

c. Changes in the present value of the defined benefit obligation are as follows:(Amount in Rs. Crore)

Opening defined benefit obligation 3.70 2.82 Interest cost 0.32 0.22 Current service cost 0.95 0.87 Benefits paid (0.43) (0.25)Actuarial (gains) / losses on obligation 0.39 0.04 Closing defined benefit obligation 4.93 3.70

d.

Particulars For the year ended March 31, 2015 (%)

For the year ended March 31, 2014 (%)

Discount rate 8.00 9.10 Increase in Compensation cost 4.00 4.50

The principal assumptions used in determining gratuity and Leave encashment obligations for the Company’s plans are shown below:

An amount of Rs. 1.41 Crore (Previous year: Rs. 0.63 Crore ) contributed by the Company to the Employees’ Provident Fund is recognized as an expense and included under Employee Benefit Expense (Schedule 25) in the Statement of Profit and Loss.

The Company pays Gratuity under an unfunded defined benefit plan for eligible employees. Gratuity is payable to all eligible employees on superannuation, death or on separation/termination in terms of the provisions of the payment of Gratuity Act.

The following tables summarize the components of net benefit expense recognized in the statement of profit and loss and the amounts recognized in the balance sheet.

Particulars As at March 31, 2015

As at March 31, 2014

56


(Amount in Rs. Crore) For the year ended

March 31, 2015 For the year ended

March 31, 2014 26 . ADMINISTRATIVE AND OTHER OPERATING EXPENSES

Rent 2.20 2.18 Repairs and Maintenance - Office & Airport Premises 0.51 0.50 - Others 0.53 0.30

1.04 0.80 Insurance 0.38 0.39 Rates and Taxes 0.10 0.38 Legal and Professional Fees (Refer Note 30) 8.83 10.79 Travelling and Conveyance 28.18 21.70 Call Centre Charges 3.77 2.85 Communication Costs 4.84 4.07 Software and Networking Expenses 11.85 7.48 Payment Gateway and Other Bank Charges 44.47 16.87

Advertising and Sales Promotion 19.39 16.03 Printing and Stationery 3.08 2.56 Miscellaneous expenses 2.71 1.52 Loss on sale of Assets -* -* Provision for doubtful debts / advances 0.28 0.12 Total 131.12 87.74

* Loss on sale of Assets - Rs. 8,756/- (March 31, 2014: Rs. 243/-)

27 . FINANCIAL EXPENSES Interest Expense 184.76 146.87 Less: Interest Capitalised 53.38 43.23

131.38 103.64 Other Borrowing Cost 10.20 8.64 Total 141.58 112.28

28 . EXCEPTIONAL ITEMS Loss/ (Gain) on Sale / Sale and Lease back of Aircraft & Engine 8.64 17.29

8.64 17.29

29 . EARNINGS PER SHARE(a) Profit after Taxes attributable to Equity Shareholders 27.73 5.44 (b) Weighted average number of shares outstanding 10,00,00,000 8,89,02,158 (c) Basic and Diluted Earnings per Share (a/b) - Rs. 2.77 0.61

30 . AUDITORS’ REMUNERATION (included in Legal & Professional fees - Note 26)

(a) Audit fees 0.18 0.18 (b) Tax audit fees 0.03 0.03 (c) Other services - 0.06 (d) Reimbursement of expenses -* -*Total 0.21 0.27 * Reimbursement of expense - Rs. 8,711/- (March 31, 2014: Rs. 19,440/-)

57


ADDITIONAL DISCLOSURES FORMING PART OF THE ACCOUNTS

31 . GOING CONCERN

32 . RELATED PARTY DISCLOSURES:

A. Names of related parties and nature of relationshipa. Holding company

i. Go Investments & Trading Private Limitedb. Key Management Personnel

i. Mr. Jeh Wadia, Managing DirectorPersons related to Key Management Personnel

ii. Mr. Nusli Wadiaiii. Mr. Ness Wadia

c. Entities over which key management personnel and their relatives exercise significant influencei. Go Holdings Pvt. Ltd.

ii. Go Engineering Pvt. Ltd.iii. Go Training Pvt. Ltd.iv. Go Cargo Pvt. Ltd.v. Go Airways Pvt. Ltd.

vi. Virtual Education Network Pvt. Ltd.vii. Integrated Clinical Research Sciences Pvt. Ltd.

viii. Boyztoyz Trading Company Pvt. Ltd.ix. Paradiso Entertainment Pvt. Ltd.x. Trieste Trading Pvt. Ltd.

xi. The Bombay Dyeing and Manufacturing Company Limitedxii Bombay Burmah Trading Corporation Limited

xiii Sahara Investments Pvt Ltdxiv Heera Holdings & Leasing Pvt Ltdxv Nidhivan Investments Pvt Ltd

xvi. Sun Flower Investments and Textile Pvt Ltd

B. Related party transactions: (Amount in Rs. Crore)Nature of Transactions

31-Mar-15 31-Mar-14 31-Mar-15 31-Mar-14 31-Mar-15 31-Mar-14Rights Issue of Shares - 29.24 Sale of Tickets - 0.01 Business Promotion Expense 0.02 0.15 Lease Rental including Maintenance 2.06 1.84 Reimbursement of Expenses 0.54 0.33 Purchase of Goods - -*Office Expenses -* - Inter Corporate Loan Taken 41.50 103.00 Inter Corporate Loan (Repaid) (1.32) (64.30) Interest paid on Inter Corporate Loan 6.52 5.36

Outstanding Balances 78.88 38.72 * The values is less than Rs. 0.01 Crores

The Company’s accumulated losses as at March 31, 2015 is Rs. 465.73 Crore which exceeds its share capital. The currentliabilities exceed its current assets resulting in erosion of net worth. The management's efforts coupled with the financial supportof the promoters and lenders expect a positive turnaround in the operations of the company in the near future. Hence, the financialstatements have been prepared on a going concern basis.

Holding Company Entities over which key management personnel and

their relatives exercise significant influence For

the Year Ended

Key Management Personnel

58


C. Significant Related Party Transactions: (Amount in Rs. Crore)Nature of Transactions

31-Mar-15 31-Mar-14 31-Mar-15 31-Mar-14 31-Mar-15 31-Mar-14Go Investments & Trading Pvt. Ltd.Rights Issue of Shares - 29.24

The Bombay Dyeing and Manufacturing Company LimitedSale of Tickets - 0.01 Business promotion expense 0.02 0.15 Lease rental expense including maintenance 2.06 1.84 Reimbursement of expense 0.54 0.33 Purchase of Goods - -*Office Expenses -*Outstanding Balance - 0.02 Bombay Burmah Trading Corporation LimitedInter Corporate Loan Taken - 103.00 Inter Corporate Loan (Repaid) - (64.30) Interest paid on Inter Corporate Loan 4.45 5.36 Loan Outstanding 38.70 38.70

Go Training Pvt. Ltd.Outstanding Balance 0.00* 0.00*

Sahara Investments Pvt LtdInterest paid on Inter Corporate Loan 0.53 - Inter Corporate Loan Taken 9.50 - Loan Outstanding 9.50 -

Heera Holdings & Leasing Pvt LtdInterest paid on Inter Corporate Loan 0.56 - Inter Corporate Loan Taken 11.50 - Loan Outstanding 11.50 -

Nidhivan Investments Pvt LtdInterest paid on Inter Corporate Loan 0.66 - Inter Corporate Loan Taken 12.00 - Loan Outstanding 12.00 -

Sun Flower Investments and Textile Pvt LtdInterest paid on Inter Corporate Loan 0.31 - Inter Corporate Loan Taken 8.50 - Inter Corporate Loan (Repaid) (1.32) - Loan Outstanding 7.18 -

* The values is less than Rs. 0.01 Crores

Holding Company Entities over which key management personnel and

their relatives exercise significant influence For

the Year Ended

Key Management Personnel

59


33 . DISCLOSURE IN RESPECT OF LEASES:Operating Leasea. Office and Residential Premises:

b. Aircraft

The future minimum lease payments in respect of non-cancellable period as at March 31, 2015 are as follows:(Amount in Rs. Crore)

March 31, 2015

March 31, 2014

489.96 409.74

486.53 472.45 1,587.40 1,698.41 645.75 775.95

34 . VALUE OF CONSUMABLES, STORES AND SPARE PARTS CONSUMED:(Amount in Rs. Crore)

Current Year

Previous Year

Current Year

Previous Year

71.21% 87.92% 10.16 8.81 28.79% 12.08% 4.11 1.21

100.00% 100.00% 14.27 10.02

35 . DISCLOSURE FOR FOREIGN CURRENCY TRANSACTIONS:

a. The foreign currency exposures that have not been hedged by any derivative instrument or otherwise are:(Amount in Crore)

Particulars

Assets USD 12.52 783.28 8.57 515.32 EURO (*- EURO 47,996/-) -* 0.32 -* 0.33

THB - - 0.01 0.01 GBP (*- 35,345/-, PY- *- GBP158,119/-)

-* 0.33 -* 0.16

Liabilities Foreign Currency

INR equivalent

Foreign Currency

INR equivalent

USD 14.11 882.85 7.82 470.11 EURO 0.02 1.16 0.02 1.30 SGD (*- SGD- 510.69/- & INR 23,235/-)

-* -* -* -*

GBP (*- GBP 10,279/-) -* 0.42 - -

b. The foreign currency exposures that have been hedged by derivative instruments are as follows:Particulars

Liabilities Foreign Currency

INR equivalent

Foreign Currency

INR equivalent

USD Nil Nil 0.20 12.50 * The value is less than Rs. 0.01 Crores

Indigenous

Office and Residential premises are obtained on operating lease. The lease rent payable is fixed and the lease term ranges up to 60 months. The lease agreements are generally cancellable and are renewable on mutual understanding. The lease rents paid and debited is Rs. 2.06 crore (previous year - Rs. 2.18 crore).

Aircraft are obtained on operating lease. The lease rent is comprised of both fixed and variable components. The lease termranges upto 6-12 years and is renewable on mutual understanding. There are no restrictions imposed by lease arrangementsexcept penal charges on delayed payments and repossession of aircraft by the lessor with right to damages in case of default.

ParticularsOperating Lease

Lease payments recognized for the yearMinimum Lease Payments:Not later than one yearLater than one year but not later than five years Later than five years

Particulars

Imported

Total

For the year ended March 31, 2015


Foreign Currency

INR equivalent

Foreign Currency

INR equivalent



60


36 . EARNINGS IN FOREIGN EXCHANGE: (Amount in Rs. Crore)31-Mar-15 31-Mar-14

a. 15.72 18.44 b. 23.92 21.01

37 . EXPENDITURE IN FOREIGN EXCHANGE: (Amount in Rs. Crore)31-Mar-15 31-Mar-14

a. 2.11 1.57 b. 5.21 6.02 c. 0.60 0.94 d. 511.31 326.05 e. 62.23 109.72 f. 0.05 0.03 g. 24.21 19.73 h. 1.98 1.35 i. 22.31 17.08 j. 3.79 4.17

38 . VALUE OF IMPORT ON CIF BASIS: (Amount in Rs. Crore)31-Mar-15 31-Mar-14

a. 2.51 2.27 b. 16.59 10.94 c. 0.03 0.26

39 . SEGMENT DISCLOSURE:

40 . PREVIOUS YEAR'S COMPARATIVES:

Particulars

ParticularsAircraft related credits received from manufacturersPassenger Revenue

Capital Goods

TravellingTraining ExpensesProfessional & Consultancy FeeAircraft Lease Rent (net)Aircraft Repairs & MaintenanceSubscription Charges and other expensesInterest (net)Bank Confirmation ChargesSoftware ExpensesSalary Expenses

Particulars

Consumable, stores and sparesTools

The Company has two operating segments:(i) Aircraft Passenger and Cargo Services(ii) Real Estate Development However, during the year the Company has operated only Aircraft Passenger and Cargo Services Segment. Hencethe disclosures required under Accounting Standard 17 "Segment Reporting" is not given.

Previous year's figures are regrouped and reclassified to conform to current year's presentation and classification.

61

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