Go Airlines (India) Limited · Go Airlines (India) Limited ... Malaysia. Committee Membership: Mr....

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 Center (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 12th Annual General Meeting of the Members of Go Airlines (India) Limited will be held at 56, Jor Bagh, New Delhi – 110001 on Thursday, 22nd September 2016 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 2016, the reports of the Board of Directors and Auditors thereon;

2. To appoint a Director in place of Mr. Ness N. Wadia (DIN:00036049), who retires by

rotation in terms of section 152(6) of the Companies Act, 2013 and being eligible, offers himself for re-appointment; and

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 2017.”

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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) 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 - I HERETO.

Place: Mumbai By Order of the Board Date: 31st May 2016 For Go Airlines (India) Limited

Nikhil Rathod Company Secretary

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ANNEXURE - I TO THE NOTICE

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

Item No. 2

Mr. Ness Wadia, 45, is currently a Non-Executive Director of the Company since inception. He currently serves as the Managing Director of The Bombay Burmah Trading Corporation Limited and is Chairman of National Peroxide Limited, and is also actively involved in the running of the award-winning Wadia Hospitals and the Group’s educational establishments, where he is instrumental in improving their effectiveness and visibility.

Mr. Wadia has been actively associated for over 20 years with the Wadia Group, an Indian conglomerate with interests in a plethora of sectors like Food and Dairy, Textiles, Real Estate Development, Chemicals, Plantations and Aviation. His time at Bombay Dyeing began in 1993 as a management trainee. During the early stages of his career, he was closely involved in marketing and retail distribution of the textile division of the company, and was the driving force behind the creation of Bombay Dyeing’s real estate division.

In 1998, he began a Master’s degree in Science (M.Sc.) of Engineering Management from the University of Warwick with a thesis titled "Leading to Success in India". After receiving his degree in 2001, he returned as Deputy Managing Director of Bombay Dyeing and was later promoted to Joint Managing Director. Mr. Wadia was appointed to this position on August 1, 2001 and stayed till March 2011.

Mr. Wadia was active in major industry organisations such as the Cotton Textiles Export Promotion Council, a council he once chaired, Mill Owners’ Association (MOA). Mr. Wadia was once the Chairman of the FICCI - Maharashtra State Council and has been associated with FICCI as an executive committee member, Chairman of the FICCI Lifestyle Forum, Young Leaders Forum and Co-Chairman of the Real Estate Forum.

Mr. Wadia also leads the Wadia Group’s philanthropic activities. As a trustee on boards of the Sir Ness Wadia Foundation and other trusts, he drives efforts in reaching out to the less fortunate.

Mr. Wadia is a co-owner of Kings XI Punjab, a prominent cricket team in the Indian Premier League. Since the team’s inception, he has been the driving force behind the cricketing aspects of the team, and his personal objective is to harness young unknown talent and mentor budding cricketers to help achieve their dreams.

Other Directorships: Chairman of National Peroxide Ltd.; Managing Director of The Bombay Burmah Trading Corporation Ltd.; and Director in Britannia Industries Ltd., Go Airlines (India) Ltd., Wadia Techno Engineering Services Ltd., Wadia Investments Ltd., Virtual Education Network Pvt. Ltd., K.P.H. Dreams Cricket Pvt. Ltd., Go Investment & Trading Pvt. Ltd., Naira Holdings Ltd. and Leila Lands SB, Malaysia.

Committee Membership: Mr. Wadia is a member of the Audit Committee and Corporate Social Responsibility (CSR) Committee of the Company; Member of Finance Committee and Chairman of CSR Committee of The Bombay Dyeing and Manufacturing Company Ltd.; Member of Audit Committee, CSR Committee, Finance Committee, Strategy and

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Innovation Steering Committee and Executive Committee of Britannia Industries Ltd.; Member of Stakeholder Relationship Committee of The Bombay Burmah Trading Corporation Ltd.; and Member of Remuneration Committee of National Peroxide Ltd. None of the Directors, Key Managerial Personnel of Company and their relatives are concerned or interested in Item No. 2. Place: Mumbai By Order of the Board Date: 31st May 2016 For Go Airlines (India) Limited

Nikhil Rathod

Company Secretary

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ATTENDANCE SLIP

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

12th Annual General Meeting – 22nd September 2016 ____________________________ ____________________________ Name of the attending Shareholder/Proxy Regd. Folio No. (in block letters) No. of Shares held______________ I hereby record my presence at the 12th Annual General Meeting of the Company, being held on Thursday, 22nd September 2016 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 12th Annual General Meeting of the company, to be held on Thursday, 22nd September 2016 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 2016, the reports of the Board of Directors and Auditors thereon

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2 Appoint a Director in place of Mr. Ness N. Wadia (DIN:00036049), who retires by rotation and being eligible, offers himself for re-appointment

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

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 - 110035, not less than 48 hours before the commencement of the Meeting.

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ROUTE MAP FOR THE 12TH ANNUAL GENERAL MEETING OF THE MEMBERS OF GO AIRLINES (INDIA) LIMITED TO BE HELD AT 56, JOR BAGH, NEW DELHI – 110001 ON THURSDAY, 22ND SEPTEMBER 2016 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 12th Annual Report along with the Audited Accounts for the Financial Year ended 31st March 2016.

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 2016 31st March 2015Operating Revenue/Sales (Net) 2,753.77 2,946.56Non-Operating Revenue / Other Income 37.59 18.11Total Income 2,791.36 2,964.67EBITDAR 871.37 706.65EBITDA 344.91 195.34Depreciation 8.95 9.14Deferred Tax/MAT 40.10 16.89Operating Profit 220.21 195.34Profit Before Tax 190.34 44.62Profit After Tax 150.24 27.73

2. OPERATIONS & OUTLOOK:

During the Financial Year 2015-16, the Company’s aircraft and engine fleet size remained unchanged to 19 aircraft and 5 spare engines respectively. After end of the Financial Year 2015-16, the Company also inducted its first New Engine Option (NEO) Aircraft in the month of May 2016 and second Aircraft in the month of June 2016. During the Financial Year 2015-16, the Company operated to 22 destinations across India. During the Financial Year 2015-16 under review, the Operating Revenue decreased by 6.54% from Rs.2946.56 Crore to Rs. 2753.77 Crore. The Company has achieved a substantial rise in Operating Profit of about 12.73% compared to the previous Financial Year 2014-15. The Operating Profit of the Company for the Financial Year 2015-16 is Rs.220.21 Crore as compared to Rs.195.34 Crore for the previous Financial Year 2014-15. During the Financial Year 2015-16, the Net Profit after Tax was Rs. 150.24 Crore compared to Net Profit after Tax of Rs. 27.73 Crore for the previous Financial Year 2014-15. During the Financial Year 2015-16, the Company’s Market Share was 8.37%, On-Time Performance of 83% and Load Factor of 83.8%. Your Company is hopeful of continuing the positive performance in the Financial Year 2016-17.

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3. DEPOSITS: During the Financial Year 2015-16, 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 2016 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. - More efficient aircraft (winglets and NEOs) are deployed on longer sector lengths

enabling additional fuel conservation - 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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• Electronic customer feedback

- 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-in helps 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 the team members.

- Electronic feedback from customer helps in speedier response times, better tracking and monitoring of trends

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 2015-16 is as follows: (Rs. in Crores) Particulars 2015-16 2014-15 Foreign Exchange earned 134.32 39.64 Foreign Exchange outgo 952.72 628.59

6. RELATED PARTY TRANSACTIONS:

The Company has formulated a policy on dealing with Related Party Transactions. All transactions entered into with Related Parties as defined under the Companies Act 2013 during the Financial Year 2015-16 were in the ordinary course of business and on an arm’s length 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. 33 of the Notes to Financial Statements for the Financial Year 2015-16. A brief detail of the policy is posted on the Company’s website (web link https://www.goair.in/upload/PDF/co_go/Related%20Party%20Transaction%20Policy.pdf).

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7. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS: The Company has not directly or indirectly granted any loan, given any guarantees or made any investment in terms of Section 186 of the Companies Act 2013.

8. ANNUAL RETURN: The extract of the Annual Return pursuant to the provisions of Section 92 of the Companies Act 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 of independence 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 Articles of Association of the Company, Mr. Ness N. Wadia (DIN:00036049), Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. At the Annual General Meeting (AGM) of the Company held on 30th September 2015, the Members of the Company had appointed Mrs. Vibha Paul Rishi (DIN:05180796) as Independent Directors for a term of 5 years, with effect from the date of ensuing AGM upto the Annual General Meeting to be held in the year 2020. Key Managerial Personnel: Mr. Siddhartha Datta, Chief Financial Officer of the Company resigned from the Company with effect from 16th September 2015. The Board places on record its appreciation for all the efforts by Mr. Siddhartha Datta during his tenure as Chief Financial Officer of the Company. The Board approved the appointment of Mr. Krishnan Balakrishnan as the Chief Financial Officer with effect from 16th September 2015 and to act as the Key Managerial Personnel of the Company. At the Extra-Ordinary General Meeting of the Company held on 30th December 2015, shareholders of the Company had approved the re-appointment of Mr. Jehangir N. Wadia as the Managing Director of the Company for a period of 5 years from 1st January 2016 to 31st December 2020. The Board in its Meeting held on 2nd April 2016 had elevated Mr. Wolfgang Prock-Schauer – Chief Executive Officer of the Company as the Managing Director of the Company subject to statutory approvals. He will continue to perform his current role as the Managing Director and CEO. Mr. Jeh Wadia, Managing Director, will also continue in his current role to lead and address the strategy and future growth of the Company. The Board further informed the Management to obtain security clearance from the Ministry of Civil Aviation for appointment of Mr. Wolfgang Prock-Schauer as the Director of the Company. The security clearance

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application of Mr. Wolfgang Prock-Schauer has been submitted with the Ministry of Civil Aviation (MoCA). 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 of the Committee (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 four times on 26.05.2015, 29.05.2015, 21.08.2015 and 26.10.2015. 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).

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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; 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 2015-16.

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 21st April 2015 6 29th May 2015 5 14th August 2015 7 21st August 2015 3 23rd September 2015 8 26th October 2015 8 12th February 2016 7

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 &

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Mistry, Chartered Accountants was 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. 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 2015-16.

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. Price Waterhouse & Co Bangalore LLP (PwC), are the

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internal auditors of the Company for the Financial Year 2015-16 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 Auditor 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, 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 two 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 Executive Officer, Chief Financial Officer, 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

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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 of the Committee (DIN:00003940) 2. Mr. Apurva S. Diwanji (DIN:00032072) 3. Dr. Vijay L. Kelkar (DIN:00011991) 4. Mr. Ness N. Wadia (DIN:00036049)

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 2015-16, the Committee had met seven (7) times on 17.04.2015, 28.05.2015, 13.08.2015, 21.08.2015, 26.10.2015, 12.02.2016 and 08.03.2016. 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).

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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 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 2015-16, the ICC has received 2 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: 31st May 2016 Managing Director Director

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“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. Transport of passengers by air 51101 94.82%

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

U65990DL1988PTC300184 Holding 95.60 2(46)

19


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 - 2212600 2212600 2.21 -

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

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

d. Bodies Corporate - 98541788 98541788 98.54 - 97784188 97784188 97.79 -

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 -

20


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 - 0 0 0 0.76

5 Mr. Nusli N. Wadia 0 0 0 757600 0.76 0 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 -

21


iii) Change in Promoters’ Shareholding

Sr. No.

Name of the Promoter Shareholding at the beginning of the year

Shareholding during the year


Increase or Decrease in shareholding/ Date/

Reason No. of shares

% of total shares of the

company

No. of shares


company

No. of shares


company

1. Nowrosjee Wadia & Sons Limited

757600 0.76 757600 0.76 0 0 Decrease inshareholding due totransfer of shares on30th March 2016 to Mr.Nusli N. Wadia

2. Mr. Nusli N. Wadia 0 0 0 0 757600 0.76 Increase in shareholdingdue to transfer of shareson 30th March 2016from Nowrosjee Wadia& Sons Limited

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 0.00

2 Ms. Neena Ratilal Vadhelvala 407 0.00 407 0.00

3 Mr. Sanjay Natvarlal Jhaveri and Ms. Neeta Natvarlal Jhaveri 307 0.00 307 0.00 4 Mrs. Kokila Mukund 307 0.00 307 0.00

5 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

3. Mr. Nusli N. Wadia 0 0 757600 0.76

22


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 670.15 988.08 377.52 2,035.75

ii) Interest due but not paid Nil Nil Nil Nil

iii) Interest accrued but not due Nil 7.06 Nil 7.06

Total (i + ii + iii) 670.15 995.14 377.52 2,042.81

Change in Indebtedness during the Financial Year i) Addition 150.22 631.40 20.00 801.62

ii) Reduction 48.23 170.00 127.15 345.38

Net Change 101.99 461.40 (107.15) 456.24

Indebtedness at the end of the Financial Year

i) Principal Amount 772.14 1,449.48 270.37 2,491.99

ii) Interest due but not paid Nil Nil Nil Nil

iii) Interest accrued but not due 0.47 14.00 Nil 14.47

Total (i + ii + iii) 772.61 1,463.48 270.37 2,506.46

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 2015-16 from April 2015 to December 2015, remuneration was payable to Mr. Jehangir N. Wadia, Managing Director, however, Mr. Wadia had waived off the remuneration payable to him. Mr. Jehangir N. Wadia was re-appointed as the Managing Director of the Company at the Extra-Ordinary General Meeting of the Company held on 30th December 2015 for a period of 5 years from 1st January 2016 to 31st December 2020. However, as approved by the shareholders, no remuneration would be payable to Mr. Wadia during his tenure as a Managing Director. Hence, no remuneration was paid to Mr. Wadia from January 2016 to March 2016.

23


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

Mrs. Vibha Paul Rishi

- Fee for attending Board / Committee Meetings

2,00,000 3,60,000 1,80,000 2,00,000 80,000 10,20,000

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

Total (1) 2,00,000 3,60,000 1,80,000 2,00,000 80,000 10,20,000

2. OTHER NON-EXECUTIVE DIRECTORS

Mr. Nusli Wadia

Mr. Ness Wadia

- Fee for attending Board / Committee Meetings

1,60,000 2,00,000 3,60,000

- Commission Nil - Others, please specify Nil

Total (2) 1,60,000 2,00,000 3,60,000 Total B = (1+2) 3,60,000 5,60,000 1,80,000 2,00,000 80,000 13,80,000 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 2015-16

Mr. Wolfgang Prock-Schauer

(Chief Executive Officer-

from 15-06-2015)

Mr. Nikhil Rathod

(Company Secretary)

Mr. Krishnan Balakrishnan

(Chief Financial Officer-

from 16-09-2015)

Mr. Siddhartha Datta

(Chief Financial Officer-

upto 16-09-2015)

Total Amount

Gross Salary Payable for FY 15-16 (Amount in Rupees)

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

3,46,11,552 7,88,616 63,72,019 40,57,337 4,58,29,524

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

Nil Nil Nil Nil Nil

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

Nil Nil Nil Nil Nil

2. Stock Options Nil Nil Nil Nil Nil

3. Sweat Equity Nil Nil Nil Nil Nil 4. Commission

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

5. Others, please specify Nil 15,000 1,86,857 9,37,650 11,75,507 Total 3,46,11,552 8,03,616 65,58,876 50,30,987 4,70,05,031

24


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: 31st May 2016 Managing Director Director

25


“ANNEXURE B” TO THE DIRECTORS REPORT

FORM NO. MR-3 SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED ON 31ST MARCH 2016 [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). The 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 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 authorised representatives during the conduct of the Secretarial Audit, We hereby report that in our opinion, the Company has, during the audit period covering the financial year ended on March 31, 2016 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 I for the financial year ended on March 31, 2016 according to the provisions of: i) The Companies Act, 2013 (Act) and the rules made thereunder; ii) The Securities Contracts (Regulation) Act, 1956 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 (Share based Employee Benefits)

Regulations, 2014 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

26


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

h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998; vi) Other sector specific laws relating to aviation industry as applicable to the Company. However, we wish to mention that 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 as said regulations were not applicable to the company. 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 and the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015; However, since the securities of the company are not listed on any recognized stock exchange, clauses of listing agreement and rules of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 were not applicable. During the period under review the Company had generally complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, mentioned hereinabove and there is adequate compliance management system for the purpose of other applicable laws catagorised as sector specific 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 the sector specific laws and regulations applicable to the Company. We further report that Board of Directors of the Company is duly constituted with proper balance of the Executive Directors and the Non-executive Directors (Independent and Non-independent). The changes in the composition of the Board that took place during the period under review were carried out in compliance with the provisions of the Act. Adequate notice is given to all the Directors to schedule the Board meetings, agenda and 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. 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 the 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 affairs of the Company in pursuance of the above referred laws, rules, regulations, guidelines, standards, etc. referred to above more specifically related to:

27


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 Act iv) Foreign technical collaborations.

For SPANJ & Associates

Company Secretaries Place: Ahmedabad Date: 31st May 2016 ASHISH C. DOSHI

PARTNER ACS/FCS No.: F3544

C P No: 2356

28


ANNEXURE - I 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.

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

applicable to the company.

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

29


“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:

30


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 Programs and the installments 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.

31


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.

32


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 carried out the activity towards dispatching the relief material without charge, to the people affected through floods in Chennai which took place in December 2015. The Company has also allocated an amount of Rs.1.17 Crores to ‘Bai Jerbai Wadia Hospital for Children’ for ‘Medical Diagnostic Centre’ activity for FY 2015-16, to restore the existing infrastructure facilities, which is housed in a heritage building and towards providing state of art medical care to the most vulnerable part of the society, “children” and to enhance services to their parents. 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) Mrs. Vibha Paul Rishi – Chairperson of the Committee 2) Mr. Apurva S. Diwanji – Member of the Committee 3) Mr. Ness N. Wadia – Member of the Committee

c) Average Net Profit of the company for last three financial years ended 2013-2015 Rs.68.74 Crores

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

Pursuant to Section 135 of the Companies Act, 2013, the Company was required to spend Rs.1.37 Crores towards Corporate Social Responsibility activities during the Financial Year 2015-16. The Company has carried out the activity towards dispatching the relief material without charge, to the people affected through floods in Chennai which took place in December 2015 amounting to Rs.0.20 Crores. The Company has also allocated an amount of Rs.1.17 Crores to ‘Bai Jerbai Wadia Hospital for Children’ for ‘Medical Diagnostic Centre’ activity for FY 2015-16, to restore the existing infrastructure facilities, which is housed in a heritage building and towards providing state of art medical care to the most vulnerable part of the society, “children” and to enhance services to their parents.

33


e) Details of the CSR spent during the Financial Year 2015-16 1) Total amount to be spent for the financial year – Rs.1.37 Crores

2) Amount unspent, if any – NIL

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

(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 or others 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. Dispatching the relief material without charge, to the people affected through floods in Chennai which took place in December 2015

Eradicating hunger, poverty and malnutrition

State of Tamil Nadu

N.A. Direct Expenditure: Valued at Rs.0.20 Crores

Valued at Rs.0.20 Crores

Total amount spent directly

2. Allocated an amount to ‘Bai Jerbai Wadia Hospital for Children’ for ‘Medical Diagnostic Centre’ activity for FY 2015-16, to restore the existing infrastructure facilities, which is housed in a heritage building & towards providing state of art medical care to the most vulnerable part of the society, “children” and to enhance services to their parents.

Eradicating hunger, poverty and malnutrition

State of Maharashtra

Rs.1.17 Crores

Direct Expenditure: Valued at Rs.1.17 Crores

Valued at Rs.1.37 Crores

Total amount spent directly

f) In case the company has failed to spend the two per cent of the Average Net Profit of the last

three Financial Years or any part thereof, the company shall provide the reasons for not spending the amount in its Board Report – NIL

34


g) The CSR Committee of the Company hereby confirms that the implementation and monitoring 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


Vibha Paul Rishi Chairperson

For and on behalf of


Ness N. Wadia Member

35

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 comprises the Balance Sheet as at March 31, 2016, the Statement of Profit and Loss, the Cash Flow Statement for the year then ended, and a summary of 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 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 provision 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. 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. 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.

36


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, 2016, and its profit and its 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 13(i) to the Financial Statements wherein the Company has recognised a Deferred Tax Asset of Rs. 194.12 crore on Carry Forward Business Losses.

b) Note 32 to the financial statements wherein it is stated that the accumulated losses as

at the Balance Sheet date exceed the share capital and reserves and the net worth has been eroded. The accounts has 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, 2016 (“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”, a statement on the matters specified in the paragraph 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.

37


e) On the basis of the written representations received from the directors as on March 31, 2016, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2016 from being appointed as a director in terms of Section 164 (2) of the Act.

f) With respect to the adequacy of the internal financial controls over financial reporting

of the Company and the operating effectiveness of such controls, refer to our separate report in “Annexure B”; and

g) 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.

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. The Company does not have any 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 Reg. No. 104607W ERMIN K. IRANI PARTNER Membership No.: 35646 Place: Mumbai Dated: 31st May 2016

38


ANNEXURE A TO THE INDEPENDENT AUDITOR’S REPORT Referred to in in Para 1 ‘Report on Other Legal and Regulatory Requirements’ in our Independent Auditors’ Report to the members of the Company on the financial statements for the year ended March 31, 2016. Statement on Matters specified in paragraphs 3 & 4 of the Companies (Auditor’s Report) Order, 2016:

i. (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.

(c) The Company does not have immovable property and hence the provisions of sub

clause (c) of paragraph 3(i) of the Order are not applicable.

ii. In our opinion and according to the information and explanations given to us, physical verification of inventory has been conducted at reasonable intervals by the management and no material discrepancies were noticed on physical verification.

iii. The Company has not granted any loans, secured or unsecured, to companies, firms,

limited liability partnerships or other parties covered in the register maintained under section 189 of the Act. Therefore, the provisions of sub-clause (a), (b) and (c) of paragraph 3(iii) of the Order are not applicable.

iv. In our opinion and according to the information and explanations given to us and the

records examined by us, the Company has not advanced any loans or made any investments or provided any guarantees or security to the parties covered under Section 185 and 186. Therefore, the provisions of Clause 3 (iv) of the Order are not applicable to the Company.

v. 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 directives issued by the Reserve Bank of India and the provisions of Sections 73 to 76 or any other relevant provisions of the Act and the Rules framed thereunder are not applicable.

vi. In our opinion and 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 the Companies (Cost Record and Audit) Rules, 2014.

vii. (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, Service Tax, Duty of Customs, Duty of Excise, Value Added Tax, Cess and other material statutory dues with the appropriate authorities. According to

39


the information and explanations given to us, there are no arrears of outstanding statutory dues in respect of above as on the last day of the financial year for a period of more than six months from the date 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, 2016 which have not been deposited with the appropriate authorities on account of any dispute, are given below:

Sr. No.

Name of the Statute

Amount Rs. in Crore

Period to which the

amount relates

Forum where dispute is pending

1. Income Tax Act, 1961

2.94 2012-13 CIT (Appeals)

2. Income Tax Act, 1961

Notascertainable

May 2009 toApril 2011

Supreme Court ofIndia

viii. 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.

ix. The Company has not raised money through initial public offer or further public offer

(including debt instruments). In our opinion and 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 loans obtained by the Company were applied for the purpose for which the loans were obtained.

x. During the course of our examination of the books of account and records of the

Company, and according to the information and explanation given to us and representations made by the Management, no material fraud by or on the Company by its officers or employees has been noticed or reported during the year.

xi. According to the information and explanation given to us and based on our examination

of the records of the Company, the Company has not paid/provided for any managerial remuneration and hence the question of obtaining the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Act does not arise.

xii. In our opinion and according to the information and explanation given to us, the

Company is not a Nidhi Company. Accordingly, provisions of paragraph 3(xii) of the Order are not applicable.

xiii. According to the information and explanations given to us and based on our

examination of the records of the Company, transactions with related parties are in compliance with sections 177 and 188 of the Act, where applicable, and details of such transactions have been disclosed in the financial statements as required by the applicable accounting standards.

40


xiv. According to the information and explanations given to us and based on our examination of the records of the Company, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year.

xv. According to the information and explanation given to us and based on our examination

of the records of the Company, the Company has not entered into non-cash transactions with the directors or persons connected with him. Hence, the provisions of section 192 of the Act are not applicable.

xvi. The Company is not required to be registered under Section 45-IA of the Reserve Bank

of India Act, 1934, hence the provisions of paragraph 3 (xvi) of the Order are not applicable.

FOR KALYANIWALLA & MISTRY CHARTERED ACCOUNTANTS Firm Reg.No.104607W

ERMIN K. IRANI PARTNER Membership No. 35646 Place: Mumbai Date: 31st May 2016

41


ANNEXURE B TO THE INDEPENDENT AUDITOR’S REPORT Referred to in Para 2 (f) ‘Report on Other Legal and Regulatory Requirements’ in our Independent Auditor’s Report to the members of the Company on the financial statements for the year ended March 31, 2016. Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (“the Act”) We have audited the internal financial controls over financial reporting of GO AIRLINES (INDIA) LIMITED (“the Company”) as of March 31, 2016 in conjunction with our audit of the financial statements of the Company for the year ended on that date. Management’s Responsibility for Internal Financial Controls The Company’s management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the “Guidance Note”) issued by the Institute of Chartered Accountants of India (ICAI). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Act. Auditors’ Responsibility Our responsibility is to express an opinion on the Company's internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Act, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the ICAI. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects. Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. 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. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company’s internal financial controls system over financial reporting.

42


Meaning of Internal Financial Controls over Financial Reporting A Company's internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements. Inherent Limitations of Internal Financial Controls over Financial Reporting Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Opinion In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2016, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India.

FOR KALYANIWALLA & MISTRY CHARTERED ACCOUNTANTS Firm Reg.No.104607W

ERMIN K. IRANI PARTNER Membership No. 35646 Place: Mumbai Date: 31st May 2016

43


BALANCE SHEET AS AT 31ST MARCH, 2016(Amount in Rs. Crore)

As At As AtParticulars Note March 31, 2016 March 31, 2015I. EQUITY AND LIABILITIES

(1) Shareholders' Funds(a) Share Capital 2 100.00 100.00 (b) Reserves and Surplus 3 (315.49) (465.73)

(215.49) (365.73) (2) Non-current Liabilities

(a) Long Term Borrowings 4 754.86 859.75 (b) Other Long Term Liabilities 5 1.65 0.75 (c) Long Term Provisions 6 7.03 5.91

763.54 866.41 (3) Current Liabilities

(a) Short-term Borrowings 7 850.64 950.64 (b) Trade Payables 8

(i) Towards micro & small enterprises - - (ii) Others 408.89 355.95

(c) Other Current Liabilities 9 1,290.50 582.79 (d) Short-term Provisions 10 1.57 1.20

2,551.60 1,890.58

Total 3,099.65 2,391.26

II. ASSETS(1) Non-current Assets

(a) Fixed Assets 11(i) Tangible Assets 69.19 68.36 (ii) Intangible Assets 3.33 3.39 (iii) Capital work-in-progress 1,566.94 984.74

1,639.46 1,056.49

(b) Non-current Investments 12 0.01 0.01 (c) Deferred tax assets (net) 13 209.59 248.06 (d) Long Term Loans and Advances 14 746.39 719.11

2,595.45 2,023.67 (2) Current Assets

(a) Inventories 15 94.45 84.29 (b) Trade receivables 16 22.61 16.39 (c) Cash and Bank balances 17 5.37 8.57 (d) Short-term loans and advances 18 381.12 255.03 (e) Other current assets 19 0.65 3.31

504.20 367.59

Total 3,099.65 2,391.26

Statement of significant accounting policies 1

The accompanying notes 1 to 41 form an integral part of the financial statements.

As per our report of even date For and on behalf of the Board of Directors For KALYANIWALLA & MISTRY CHARTERED ACCOUNTANTS Managing Director DirectorFirm Registration Number 104607W DIN: 00088831 DIN: 00036049

ERMIN K. IRANI PARTNER Chief Executive Officer Chief Financial Officer Company SecretaryMembership Number: 35646 Membership No: 29740Mumbai, May 31, 2016

44


STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED MARCH 31, 2016(Amount in Rs.Crore)

Particulars Note For the year ended March 31, 2016

For the year ended March 31, 2015

I. Revenue from Operations (Net) 22 2,753.77 2,946.56 II. Other Income 23 37.59 18.11 III. Total Revenue 2,791.36 2,964.67

IV. ExpensesAircraft and Airport Related Expenses 24 2,138.65 2,399.99 Employee Benefits Expense 25 270.48 238.22 Administrative and Other Operating Expenses 26 162.02 131.12 Total Expenses 2,571.15 2,769.33

V. Operating Profit 220.21 195.34 Less: Finance Costs 27 145.62 141.58

VI. Profit Before Tax and Depreciation 74.59 53.76 Less: Depreciation and Amortisation Expense 11 8.95 9.14

VII. Profit Before Tax & Exceptional Items 65.64 44.62 Add : Exceptional Items 28 124.70 -

VIII. Profit Before Tax 190.34 44.62 Less: Tax Expenses - Current Tax (MAT) 36.92 5.88 - MAT Credit Entitlement (35.29) (5.84) - Deferred Tax 38.47 16.85

40.10 16.89

IX. Profit for the period 150.24 27.73

X. Earnings Per Share 29 15.02 2.77 Basic and Diluted Earnings per Equity Share of Rs 10/- each

Statement of significant accounting policies 1


As per our report of even date For and on behalf of the Board of DirectorsFor KALYANIWALLA & MISTRYCHARTERED ACCOUNTANTS Managing Director DirectorFirm Registration Number 104607W DIN: 00088831 DIN: 00036049


45


STATEMENT OF CASH FLOW FOR THE YEAR ENDED MARCH 31, 2016(Amount in Rs. Crore)

Year ended Year endedMarch 31, 2016 March 31, 2015

PARTICULARS (Audited) (Audited)A. Cash Flow from Operating Activities

Net Profit before tax 190.34 44.62 Adjustment for :Depreciation / Amortisation 8.95 9.14 Manufacturer's credit 0.91 4.16 (Gain) / Loss on Sale and leaseback of aircraft and Engine (4.01) 8.64 Loss on assets scrapped / Sold 1.71 3.11 Unrealized Forex (Gain) (27.97) (16.42) Interest Income (3.25) (6.08) Interest Expense (Net) 133.50 131.38

Operating profit before working capital changes 300.18 178.55 Adjustment for :

Change in Trade receivables, Short term and Long Term Advances (110.24) (277.83) Change in Cash and Bank Balances (0.69) (0.04) Change in Trade Payables, Current Liabilities and Provisions 94.50 102.40 Change in Inventories (10.16) (5.99)

Cash generated from Operations / (used in operation) 273.59 (2.91) Direct Taxes paid (Net) (10.87) (2.98)

TOTAL (A) 262.72 (5.89)

B. Cash Flow from Investing ActivitiesPurchase of Fixed Assets (Net) (460.60) (324.87) Sale / Disposal of Fixed Assets 0.02 0.01 Interest Received 3.23 5.53

TOTAL (B) (457.35) (319.33)

C. Cash Flow from Financing Activities(Net repayment)/ Proceeds of/from Short Term Borrowings and Working Capital Facilities (100.00) 225.41 Net Proceeds from long-term borrowing 497.57 268.28 Interest Paid (206.83) (182.31) TOTAL (C) 190.74 311.38

Net increase/(decrease) in Cash and Cash Equivalents (A+B+C) (3.89) (13.84)

D. Cash and Cash Equivalent (Opening Balance) (5.97) (19.81) E. Cash and Cash Equivalent (Closing Balance) (2.08) (5.97) Net increase/(decrease) in Cash and Cash Equivalent 3.89 13.84

Notes :1. Cash and Cash equivalents comprises of :

(i) Cash on hand 0.40 0.48 (ii) Balances with Banks 1.68 4.80 (iii) Fixed Deposits with maturing less than 3 months - 0.69

2.08 5.97

1.37 NA


As per our report of even date For and on behalf of the Board of Directors For KALYANIWALLA & MISTRY CHARTERED ACCOUNTANTS Managing Director DirectorFirm Registration Number 104607W DIN: 00088831 DIN: 00036049


2. Corporate Social Responsibility expenditure paid during the year

46


Notes forming part of the financial statements

1 . STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES

a. Basis of preparationThe financial statements have been prepared to comply in all material aspects with the relevant provision of the CompaniesAct, 2013 and the mandatory Accounting Standards as specified under Section 133 of the Act, read with Rule 7 of theCompanies (Accounts) Rules 2014. The financial statements have been prepared under the historical cost convention on anaccrual basis. The accounting policies have been consistently applied by the Company and are consistent with those used inthe previous year.

b. Use of estimatesThe presentation of financial statements in conformity with generally accepted accounting principles requires management tomake 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 comprises ofpurchase price and any attributable cost of bringing the asset to its working condition for its intended use.

d. DepreciationThe Company has followed the Straight Line method for charging depreciation on all items of Fixed Assets, at the ratesspecified in 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 amount 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, theestimated 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, arecapitalised.

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.

47

Go Airlines (India) Limitedg. Investments

Investments 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 Weighted Averagebasis except for fuel which is on first in first out basis. Provision for obsolescence is made on loose tools based on the usefullife 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 the serviceis provided, i.e. on flown basis. Such revenues include the statutory fee to be collected from customers as per governmentregulations. Unearned revenue represents flight seats booked but not yet flown and is grouped under Current Liabilities.

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 and collectionis 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 as expensein 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.

48

Go Airlines (India) Limitediii. Short-term Employee Benefits (payable wholly within twelve months of rendering the service): Short-term benefits such as

salaries, 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 will beavailable against which such deferred tax assets can be realized. In respect of carry forward of unabsorbed depreciation andtax losses, deferred tax assets are recognized only if there is virtual certainty supported by convincing evidence that suchdeferred 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 from thedifference between the forward rate and the spot rate at the inception of such a contract is amortised as income or expenseover the period of the contract. Any profit or loss arising on the cancellation or renewal of forward contracts is recognised inthe 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 shareholders forthe 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 an outflowof resources. When there is a possible obligation or a present obligation in respect of which the likelihood of outflow ofresources 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. The directly attributable incentives are allocated on a proportionate basis to each underlying assetpurchased.

49


(Amount in Rs. Crore)As At As At

March 31, 2016 March 31, 20152 . 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, 2016 March 31, 2015

9559,67,180 9559,67,180

Percentage of holding 95.60% 95.60%

(d) Movement in the shares

There has been no movement in the number of shares outstanding at the beginning and at the end of the reporting period, as well as the comparative previous period.

As At As At 3 . RESERVES AND SURPLUS March 31, 2016 March 31, 2015

(a) Revaluation ReserveAs 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 (520.57) (547.81) Less: Adjustment on account of excess depreciation - (0.49) Profit for the period 150.24 27.73

(370.33) (520.57)

Total (315.49) (465.73)

Equity Shares: The Company has one class of Equity shares having a par value of Rs.10/- per share. Each shareholder is eligible for one vote per share held. The Company declares and pays dividend in Indian rupees. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting. In the event of liquidation of the Company, the holders of Equity shares will be entitled to receive the residual assets of the Company, after distribution of all preferential 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 Equity 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, 2015: 95,596,718) shares held by Go Investments and Trading Private Limited (the Holding Company)

50


(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)]

25.00 16.67 41.67 16.66 ii. Term loan from a financial institution

[Refer Note Note A(ii)] - 150.00 - - iii Vehicle Loan from Finance Companies

[Refer Note Note A(iii)] 0.17 0.04 - - 25.17 166.71 41.67 16.66

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

[Refer Note B(i)] 135.00 90.00 75.00 170.00 ii. Foreign Currency Term Loans

[Refer Note B(ii)] 594.69 629.78 743.08 - iii. Inter Corporate Deposit - - - 38.70

729.69 719.78 818.08 208.70

Total 754.86 886.49 859.75 225.36

A. Nature of Security and terms of repayment for secured borrowings:

i. Term Loan from a Bank

ii. Term loan from a financial institution

iii. Vehicle Loan from Finance Companies

B. Terms of repayment for unsecured borrowings:

i.

ii.

As at Mar 31, 2016

Term loan from a Bank consists of a loan of Rs. 41.67 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 10 equal quarterly installments of Rs. 4.17 Crore each starting from April 05, 2016.

Term-loan from a financial institution of Rs. 225 Crore consists of two loans of Rs.100 Crores and Rs.125 Crores respectively, carrying interest rate of 13.65% p.a. These loan are secured by a corporate guarantee of a Group Company. One loan is repayable in 7 monthly installments ranging between Rs.10 Crores and Rs. 15 Crores beginning from October 31, 2016 to April 30, 2017. Second loan is repayable in 5 monthly installment of Rs.25 Crore beginning from May 31, 2017 to September 30, 2017.

Term loan from a financial Institutes consists of a loan of Rs. 150 Crore secured by way of a first pari passu charge on all the current assets, present and future, and collateral security by a mortgage on the property owned by erstwhile Botanium Limited. The Term loan carries interest rate of 13.75% p.a. and is repayable on 31st August 2016.

Vehicle Loans are secured by hypothecation of vehicles purchased under the scheme. These loans are payable in equated monthly installments of Rs.48,207/- inclusive of interest till 01st August 2020 at the interest rate of 10.37%.

As at March 31, 2015

The Company has taken two foreign currency term loans duly approved by the Reserve Bank of India (RBI) under the route of External Commercial Borrowings (ECB). These term loans carries interest rate of 6 Months' LIBOR + 3.5% bps p.a. (LIBOR 0.84% as on March 31, 2016). One foreign currency term loan is repayable in 21 unequal installments from May 31, 2016 to June 30, 2018. The other foreign currency term loan is Aircraft specific and is repayable when the aircraft to which it relates is delivered. The last installment is repayable by second half of the year 2020.

51



March 31, 2016 March 31, 2015

5 . OTHER LONG TERM LIABILITIESDeposit from Agents and Others 1.65 0.75 Total 1.65 0.75

As At As At March 31, 2016 March 31, 2015

6 . LONG-TERM PROVISIONS

Provision for employee benefits: For Gratuity [Refer note 25(ii)] 4.96 4.15 For Unavailed Leave 2.07 1.76 Total 7.03 5.91


7 . SHORT TERM BORROWINGS

(a) SecuredWorking Capital Loans from banks repayable on demand 580.27 611.82

580.27 611.82

(b) UnsecuredInter Corporate Deposits 270.37 338.82

270.37 338.82

Total 850.64 950.64

i. Nature of Security for secured borrowings:

(a)(b)

(c)

Working Capital loan of Rs. 579.99 crore carries interest rate of BR+1.25% p.a. and is secured as stated in Note 4A(i).

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

Working Capital loan of Rs. 0.28 crore carries interest rate of BR+3.75% p.a. This loan is secured by way of a second pari passucharge on fixed assets and current assets both present and future and collateral security by a pledge of shares of three listedgroup companies held by companies in the same group.

52



March 31, 2016 March 31, 20158 . TRADE PAYABLES

Trade Payables(i) Towards micro & small enterprises - - (ii) Others 408.89 355.95 Total 408.89 355.95

Notes:(i)

As At As At

March 31, 2016 March 31, 2015Nil Nil

Nil Nil

Nil Nil

Nil Nil

Nil Nil

Nil Nil

Nil Nil

Nil 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) 886.49 225.36 Interest accrued but not due on borrowings 14.46 7.06 Unearned Revenue 262.87 254.29 Advance from agents 96.86 71.05 Statutory Liabilities 16.85 11.01 Others liabilities [Refer Note 9(i) & 9(ii)] 12.97 14.02 Total Liabilities 1,290.50 582.79

(i) Other Liabilities includes liabilities towards employee payables and other expenses.(ii) Other Liabilities includes amounts dues to Related Parties: Bombay Dyeing Manufacturing Co. Ltd. - Rs. 8,35,280 /- and

Go Training Pvt. Ltd.- Rs. 45,892/-.


10 . SHORT TERM PROVISIONSProvision for employee benefits:Provision for Gratuity (Refer note 25 (ii)) 1.06 0.80 Provision for Unavailed Leave 0.51 0.40

1.57 1.20

Particulars

Dues remaining unpaid

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.

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 and the auditors have relied on the same. Sundry creditors include total outstanding dues of micro enterprises and small enterprises amounting to Rs. Nil (Previous Year: Rs.Nil). The disclosures pursuant to MSMED Act based on the books of account are as under:

PrincipalInterestInterest 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.

53


11. FIXED ASSETS (Amount in Rs. Crore)

As at 01.04.2015

Additions Deletions/ (Adjustment)

As at 31.03.2016

As at 01.04.2015

Trfd. to Retained Earnings

For the period

Deletions / (Adjustment)

As at 31.03.2016

As at 31.03.2016

As at 31.03.2015

Tangible assets Leasehold Improvements 4.71 0.89 0.35 5.25 3.69 - 0.52 0.35 3.86 1.39 1.02 Rotables 55.54 7.36 1.94 60.96 11.26 - 2.88 0.22 13.92 47.04 44.28 Ground Handling &Other Equipments 12.39 0.16 - 12.55 3.47 - 0.87 - 4.34 8.21 8.92 Furniture and Fixtures 2.02 0.40 -* 2.42 1.03 - 0.23 - 1.26 1.16 0.99 Office Equipment 4.09 0.43 -* 4.52 1.76 - 0.76 - 2.52 2.00 2.33 Computer Equipments 4.17 0.60 0.01 4.76 3.03 - 0.60 - 3.63 1.13 1.14 Ground Support and Other Vehicles 20.36 0.64 - 21.00 10.68 - 2.06 - 12.74 8.26 9.68

Sub total 103.28 10.48 2.30 111.46 34.92 - 7.92 0.57 42.27 69.19 68.36 Intangible assetsComputer Software 8.99 0.97 - 9.96 5.60 - 1.03 - 6.63 3.33 3.39

Total 112.27 11.45 2.30 121.42 40.52 - 8.95 0.57 48.90 72.52

Previous Year 102.06 14.66 4.45 112.27 32.01 0.72 9.14 1.35 40.52 71.75

Capital Work in Progress / Advances - - - - - - - - 1,566.94 984.74

* The values is less than Rs. 0.01 Crores

Particulars

Gross block Depreciation / Amortization Net book value

54



March 31, 2016 March 31, 201512 . 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 0.005 0.010


13 . DEFERRED TAX ASSETS (NET)

Deferred Tax LiabilitiesDepreciation (3.72) (3.13)

Deferred Tax AssetsUnabsorbed Depreciation 8.54 7.85 Unabsorbed Business Losses 194.12 238.49 Others 10.65 4.85 Total 209.59 248.06

Note:(i)


14 . LONG TERM LOANS AND ADVANCESDebts outstanding for a period exceeding six months from the due date Considered Doubtful 1.90 2.18 Less: Provision for doubtful debts (1.90) (2.18)

- - Advances recoverable in cash or in kind or for value to be received

Advance considered doubtful 0.03 - Less: Provision for doubtful advances (0.03) -

- -

Contributions Receivable from Lessors 518.43 534.42 Deposits 30.00 27.17 Margin deposit on lien with banks 36.37 85.50 Manufacturers Credit Receivable 94.34 17.94 Capital Advances 0.62 0.40

66.63 53.68 746.39 719.11

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

Deferred Tax amounting to Rs. 194.12 Crore has been recognized on the Carry Forward Losses of the Company. Deferred Tax Assethas 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.

Advance Tax (Net of provision for tax including MAT Credit Entitlement- Rs. 77.00 crore, Previous Year Rs. 42.05 crore)

55



March 31, 2016 March 31, 201515 . INVENTORIES

Fuel 0.31 0.48 Consumables, Stores and Spares 31.00 21.70

Loose Tools 2.64 1.94 Less:- Provision for Obsolescence on loose tools (0.47) (0.35)

2.17 1.59

Stock in trade - Land 60.97 60.52

Total 94.45 84.29


16 . TRADE RECEIVABLE(Unsecured and considered good)Debts outstanding for a period exceeding six months 1.29 0.10 Other Debts 21.32 16.29 Total 22.61 16.39


17 . CASH AND BANK BALANCES(a) Cash and Cash equivalents

(i) Cash on hand 0.40 0.48 (ii) Balances with Banks 1.68 4.80 (iii) Fixed Deposits with maturing less than 3 months - 0.69

2.08 5.97

(b) Fixed Deposits with maturity 3 to 12 months 3.29 2.60 Total 5.37 8.57

Fixed deposits includes:Pledged with Government Authorities / Courts 0.01 0.07

56



March 31, 2016 March 31, 201518 . SHORT-TERM LOANS AND ADVANCES

(Unsecured and considered good)Advances recoverable in cash or in kind or for value to be received 37.06 27.35 Contributions Receivable from Lessors 238.53 169.63 Manufacturers Credit Receivable 48.46 29.49 Advance to Creditors 48.73 20.49 Balance with Government Authorities 8.34 8.07 Total 381.12 255.03


19 . OTHER CURRENT ASSETSInterest accrued 0.65 0.62 Insurance claim receivable - 2.69 Total 0.65 3.31

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. 10.37 Crore. (Previous year Rs. 10.93 Crore)b. Bank Guarantee Outstanding Rs. 144.89 Crore. (Previous year Rs. 144.06 Crore.)c. Letter of Credit Outstanding Rs. 357.82 Crore. (Previous year Rs. 316.39 Crore.)d. Income Tax/Service Tax demands in dispute and pending at various stages of appeal:Rs.2.94 crs (as at March 31, 2015:Rs.0.13 Crore)e.

21 . CONTRACTUAL COMMITMENTSCapital commitments

The Company has entered into an agreement for purchase of seventy-two A320 NEO aircraft scheduled to be delivered between 2016 - 2021. The Company plans to have adequate funding to meet the capital commitments as and when they become due. Estimated amount of contracts remaining to be executed on Capital Account Rs. 4,111.09 crore (Previous year Rs. 4,340.07 crore).

(Advances recoverable in cash or in kind or for value to be received 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/-.

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 High Court at Delhi. The Honourable High Court has dismissed the petition vide order dated July 10, 2012. The Company has filed an Special Leave Petition before the Honorable Supreme Court on July 10, 2012. The Company has not received any demand and hence the amount is currently not ascertainable.

57


(Amount in Rs. Crore)For the Year Ended

March 31, 2016 For the year ended

March 31, 2015

22 . REVENUE FROM OPERATIONSa. Sale of services

Passenger Revenue 2,713.69 2,941.51 Less: Service Tax 132.45 127.46

2,581.24 2,814.05

Cargo Revenue 136.60 107.71 Less: Service Tax 16.49 11.86

120.11 95.85

Less: Incentives, Commission and Discount 90.34 93.12 2,611.01 2,816.78

b. Other Operating Income Cancellation Charges 112.02 106.12 Commission 9.97 7.31 Income from Other Services 3.33 2.81 Provisions no longer required / Sundry Balances Written Back 15.67 13.04 Collection Charges earned from Airport Authorities 1.77 0.50

142.76 129.78

Total 2,753.77 2,946.56

23 . OTHER INCOMEInterest on Bank Deposit 3.25 6.08 Dividend Income -* -*

Gain / (Loss) on sale and lease back 4.01 (8.64) Foreign Exchange Gain (Net) 29.03 16.58 Miscellaneous Income 1.28 4.08 Profit On sale of Fixed Assets 0.02 0.01

Total 37.59 18.11 * Dividend income : Rs. 800/-, (Previous Year Rs. 1,000/-)

24 . AIRCRAFT AND AIRPORT RELATED EXPENSES Aircraft Fuel Expenses 976.24 1,404.04

Aircraft Lease Rentals 526.45 511.31 Aircraft Repairs and Maintenance 361.64 224.44 Landing, Parking, Route Navigation and Other Airport Charges 241.84 227.18

Aircraft Insurance 10.00 10.65 Loss on assets scrapped 1.72 3.11 Other Direct Expenses 20.76 19.26 Total 2,138.65 2,399.99

25 . EMPLOYEE BENEFITS EXPENSE Salaries, wages and bonus 265.80 235.71 Contribution to Provident Fund and Other Funds 3.36 1.87

Staff Welfare 1.32 0.64 Total 270.48 238.22

58


Details of Employee Benefits:i. Defined Contribution Plans:

ii. Defined Benefit Plans:

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

(Amount in Rs. Crore)For the year ended

March 31, 2016For the year ended

March 31, 2015 1.23 0.95 0.36 0.32 - -

0.12 0.39 - -

1.71 1.66

b. Balance sheetDetails of provision for Gratuity



6.03 4.95

6.03 4.95

(6.03) (4.95)

c. Changes in the present value of the Gratuity obligation are as follows:



4.95 3.70 - 0.02

0.36 0.32 1.23 0.95 (0.63) (0.43) 0.12 0.39 6.03 4.95

d.

For the year ended March 31, 2016 (%)

For the year ended March 31, 2015 (%)

8.00 8.004.00 4.00

Particulars

Discount rateIncrease in Compensation cost

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

Interest costCurrent service costBenefits paidActuarial (gains) / losses on obligationClosing defined benefit obligation

Interest cost on benefit obligationExpected return on plan assetsNet actuarial( gain) / loss recognized in the yearPast service costNet benefit expense

Particulars

Defined benefit obligationFair value of plan assets

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

Particulars

Opening defined benefit obligationTransfer in / (out) obligation

An amount of Rs. 2.83 Crore (Previous year: Rs. 1.41 Crore ) contributed by the Company to the Employees’ Provident Fund isrecognized 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

Current service cost

59


(Amount in Rs.Crore)For the Year Ended

March 31, 2016 For the year ended

March 31, 2015

26 . ADMINISTRATIVE AND OTHER OPERATING EXPENSES

Rent 2.19 2.20 Repairs and Maintenance - Office & Airport Premises 0.81 0.51 - Others 0.43 0.53

1.24 1.04 Insurance 0.34 0.38 Rates and Taxes 0.73 0.10 Legal and Professional Fees (Refer Note 30) 15.15 9.07 Travelling and Conveyance 33.84 28.18 Call Centre Charges 4.34 3.77 Communication Costs 5.24 4.84 Software and Networking Expenses 13.77 11.85 Payment Gateway and Other Bank Charges 50.30 44.47

Advertising and Sales Promotion 28.07 19.39 Printing and Stationery 3.38 3.08 Miscellaneous expenses 1.90 2.47 Loss on sale of Asstes -* -* Bad Debts Written Off 0.40 - Provision for doubtful debts / advances (0.24) 0.28 CSR Expenditure (Refer Note 31) 1.37 - Total 162.02 131.12

* Loss on sale of Assets - Rs. 32,797 /- (March 31, 2014: Rs. 8,756/-)

27 . FINANCIAL EXPENSES Interest Expense 214.24 184.76 Less: Interest Capitalised 80.74 53.38

133.50 131.38 Other Borrowing Cost 12.12 10.20 Total 145.62 141.58

28 . EXCEPTIONAL ITEMS Loyalty Bonus (Refer note 28 (i)) 106.13 - Compensation Credit (Refer note 28 (ii)) 18.57 -

124.70 -

Note :(i) The Company is entitled to receive general credit towards loyalty bonus from the Aircraft manufacturer.(ii) The Company is entitled to receive compensation towards delay in delivery of Aircraft engine from

the engine manufacture.

29 . EARNINGS PER SHARE(a) Profit after Taxes attributable to Equity 150.24 27.73 (b) Weighted average number of shares 1000,00,000 1000,00,000 (c) Basic and Diluted Earnings per Share (a/b) - 15.02 2.77

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

(a) Audit fees 0.21 0.18 (b) Tax audit fees 0.03 0.03 (c) Other services - - (d) Reimbursement of expenses -* -*(d) Certification - - Total 0.24 0.21 * Reimbursement of expense - Rs. 17,719/- (March 31, 2015: Rs. 8,711/-)

31 . CSR EXPENDITURE(a) Gross amount required to be spent by the company during the year: Rs. 1.37 Crore(b) Amount spent during the year on:Particulars In cash Total(i) Construction/acquisition of any asset - - (ii) On purposes other than (i) above 1.37 1.37

Yet to be paid in cash- -

60


ADDITIONAL DISCLOSURES FORMING PART OF THE ACCOUNTS

32 . GOING CONCERN

33 . 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 Personnela) Mr. Nusli Wadiab) Mr. Ness Wadia

ii. Wolfgang Prock-Schauer, Chief Executive Officer ( w.e.f. June 15, 2015)iii. Siddhartha Datta, Chief Financial Officer ( Upto September 16, 2015)iv. Krishnan Balakrishnan, Chief Financial Officer ( w.e.f. September 16, 2015)v. Nikhil Rathod, Company Secretary

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 Ltdxvii Bai Jerbai Wadia Hospital for Children

xviii Britannia Industries Limited

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

31-Mar-16 31-Mar-15 31-Mar-16 31-Mar-15 31-Mar-16 31-Mar-15Business Promotion Expense 0.09 0.02 Lease Rental including Maintenance 1.84 2.06 Reimbursement of Expenses 0.29 0.54 Office Expenses - -*Inter Corporate Loan Taken - 41.50 Inter Corporate Loan (Repaid) - (1.32) Interest paid on Inter Corporate Loan 9.25 6.51 Directors Sitting Fees 0.04 0.02 CSR Expenditure 1.17 - Employee Benefits Expense 4.70 5.67

Outstanding Balances 78.96 78.90 * The values is less than Rs. 0.01 Crores

The Company’s accumulated losses as at March 31, 2016 is Rs. 315.49 Crore which exceeds its share capital. The current liabilities exceed thecurrent assets. The company has generated a substantial profit of Rs. 287.75 crores in the last four consecutive financial years including Rs.150.24 crores for current financial year improving the net worth of the company continuously. Further the management's efforts coupled withthe financial support of the promoters and lenders expect a positive turnaround in the operations of the company in the near future. Hence, thefinancial statements have been prepared on a going concern basis.

Entities over which key management personnel and

their relatives exercise significant influence For the

Year Ended

Key Management Personnel & their relatives

Holding Company

61


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

31-Mar-16 31-Mar-15 31-Mar-16 31-Mar-15 31-Mar-16 31-Mar-15The Bombay Dyeing and Manufacturing Company Limited

Sale of Tickets - - Business promotion expense 0.09 0.02 Lease rental expense including maintenance 1.84 2.06 Reimbursement of expense 0.29 0.54 Office Expenses - -*Outstanding Balance 0.08 0.02

Bombay Burmah Trading Corporation LimitedInterest paid on Inter Corporate Loan 4.62 4.45 Loan Outstanding 38.70 38.70

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

Sahara Investments Pvt LtdInterest paid on Inter Corporate Loan 1.09 0.53 Inter Corporate Loan Taken - 9.50 Loan Outstanding 9.50 9.50

Heera Holdings & Leasing Pvt LtdInterest paid on Inter Corporate Loan 1.33 0.56 Inter Corporate Loan Taken - 11.50 Loan Outstanding 11.50 11.50

Nidhivan Investments Pvt LtdInterest paid on Inter Corporate Loan 1.38 0.66 Inter Corporate Loan Taken - 12.00 Loan Outstanding 12.00 12.00

Sun Flower Investments and Textile Pvt LtdInterest paid on Inter Corporate Loan 0.83 0.31

Inter Corporate Loan Taken - 8.50 Inter Corporate Loan (Repaid) - (1.32) Loan Outstanding 7.18 7.18

Mr. Nusli WadiaDirectors Sitting Fees 0.02 0.01 Outstanding Balance - -

Mr. Ness WadiaDirectors Sitting Fees 0.02 0.01 Outstanding Balance - -

Bai Jerbai Wadia Hospital for ChildrenCSR Expenditure 1.17 - Outstanding Balance - -

Wolfgang Prock-SchauerEmployee Benefits Expense 3.46 - Outstanding Balance - -

Georgio De RoniEmployee Benefits Expense - 5.02 Outstanding Balance - -

Holding Company Entities over which key management personnel and

their relatives exercise significant influence For the

Year

Key Management Personnel & their relatives

62


Siddhartha DattaEmployee Benefits Expense 0.50 0.60 Outstanding Balance - -

Krishnan BalakrishnanEmployee Benefits Expense 0.66 - Outstanding Balance - -

Nikhil RathodEmployee Benefits Expense 0.08 0.05 Outstanding Balance - -

* The values is less than Rs. 0.01 Crores

34 . 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, 2016 are as follows:(Amount in Rs. Crore)

March 31, 2016

March 31, 2015

507.67 489.96

487.86 486.53 1,475.22 1,587.40 438.20 645.75

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

Current Year

Previous Year

Current Year

Previous Year

29.30% 71.21% 3.22 10.16 70.69% 28.79% 7.76 4.11 99.99% 100.00% 10.98 14.27

36 . 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

Current Assets USD 12.74 845.02 12.52 783.28 EURO (P.Y. *- EURO 47,996/-) - - -* 0.32

GBP (P.Y. *- 35,345/-) - - -* 0.33

Current Liabilities Foreign Currency

INR equivalent

Foreign Currency

INR equivalent

USD 18.85 1,250.49 14.11 882.85 EURO 0.02 1.29 0.02 1.16 SGD (P.Y *- SGD- 510.69/- & INR 23,235/-)

- - -* -*

GBP (*- 16,219/-, P.Y. *- GBP 10,279/-) -* 0.15 -* 0.42

Particulars

ImportedIndigenousTotal



Particulars

Operating Lease

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. 1.84 crore (previous year - Rs. 2.06 crore).

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

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

Foreign Currency

INR equivalent

Foreign Currency

INR equivalent

63


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

Current Liabilities Foreign Currency

INR equivalent

Foreign Currency

INR equivalent

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

37 . EARNINGS IN FOREIGN EXCHANGE: (Amount in Rs. Crore)31-Mar-16 31-Mar-15

a. 124.70 15.72 b. 9.61 23.92

38 . EXPENDITURE IN FOREIGN EXCHANGE: (Amount in Rs. Crore)31-Mar-16 31-Mar-15

a. 1.60 2.11 b. 1.11 0.60 `c. 526.46 511.31 d. 336.52 62.23 e. 0.35 0.05 f. 47.31 24.21 g. 3.19 1.98 h. 28.97 22.31 i. 7.20 3.79

39 . VALUE OF IMPORT ON CIF BASIS: (Amount in Rs. Crore)31-Mar-16 31-Mar-15

a. 7.23 2.51 b. 18.39 16.59 c. 2.76 0.03

40 . SEGMENT DISCLOSURE:

41 . PREVIOUS YEAR'S COMPARATIVES:

Travelling

IT Related ExpensesBank Confirmation ChargesInterest

Particulars



ParticularsAircraft related credits received from manufacturersPassenger Revenue

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

Professional & Consultancy FeeAircraft Lease Rent (net)Aircraft Repairs & Maintenance

Particulars

Tools

Subscription Charges and other expenses

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. Hence the disclosuresrequired under the standard Accounting Standard 17 "Segment Reporting" is not given.

Salary Expenses

Capital GoodsConsumable, stores and spares

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