BOARD’S REPORT

FINANCIAL YEAR ENDED MARCH 31, 2015

                       BOARD’S REPORT

Dear Shareholders,

Your directors have pleasure in presenting their twelth report on the business and operations of InterGlobe Aviation Limited (the “Company”) together with the audited financial statements for the financial year ended March 31, 2015.

I.Financial Statements and Results

1.Financial Results

The Company’s financial performance, for the year ended March 31, 2015 is summarized below:

                                                                                                                                       (Rupees in millions)

2.Results of Operations

Total income during the year 2014-15 increased to Rs. 18,465.23 million as against Rs. 4,777.55 million during the year 2013-14, a growth of 286.50%.

Profit after tax was Rs. 13,041.72 million during the year 2014-15 as compared to Rs. 3,169.91 million during 2013-14, a growth of 311.42%.

Basic earnings per share (par value of Rs. 1,000 per share) was Rs. 42,481 for the year 2014-15 as compared to Rs. 10,325 for the year 2013-14, a growth of 311.44%.

Diluted earnings per share (par value of Rs. 1,000 per share) was Rs. 37,943 for the year 2014-15 as compared to Rs. 9,222 for the year 2013-14, a growth of 311.44%.

3.Appropriations and Reserves

Dividend

For the year 2014-15, the Board had declared and paid four interim dividends aggregating to Rs. 10,796.89 million to the equity shareholders of the Company.

Reserves

No amount is proposed to be transferred to any reserves in respect to interim dividends declared for the financial year ended March 31, 2015 in compliance of Section 123 of the Companies Act, 2013 and Rules made thereunder.

4.Disclosure under Section 129(3) of the Companies Act, 2013

The Company doesn’t have any subsidiary company, and hence no information as per the provisions of Section 129(3) of the Companies Act, 2013 read with applicable rules is furnished.

5.Revision of financial statements

There was no revision of the financial statements for the financial year under review.

6.Public deposits

During the financial year under review, the Company has not accepted or renewed any deposit falling within the purview of the provisions of Sections 73 and 74 of the Companies Act, 2013 (the “Act”) read with the Companies (Acceptance of Deposits) Rules, 2014. Hence, the requirement for furnishing of details of deposits which are not in compliance with the Chapter V of the Act is not applicable.

7.Disclosure under Section 134(3)(l) of the Companies Act, 2013

Subsequent to the financial year ended March 31, 2015 till the date of this report, following changes took place which may have an impact on Company’s financial position.

- Completion of merger of Caelum Investment LLC with the Company

The Company and Caelum Investment LLC filed a scheme of arrangement (Company Petition No. 599 of 2014 connected with Company Application (M No. 107 of 2014) before the High Court of Delhi at New Delhi (“High Court of Delhi”) for its approval under Sections 391 and 394 of the Companies Act, 1956 (“Scheme”). The Scheme was sanctioned by the High Court of Delhi pursuant to an order dated December 22, 2014 which was subsequently filed with the Registrar of Companies on April 24, 2015, with this date being the ‘Effective Date’. The Company also obtained approval from the Foreign Investment Promotion Board (No. 69(2014)/90(2014) dated September 10, 2014 and an approval from the Competition Commission of India vide its order Combination Registration No. C-2014/06/185 dated 30 July 2014 with respect to the Scheme.

In relation to the Scheme, the Company also received a certificate of merger dated 24 April 2015 from the Secretary of State, Division of Corporations, State of Delaware, United States of America giving effect to the merger of Caelum Investment LLC with the Company.

In accordance with the terms of the Scheme, the Company at its Board meeting held on 25 April, 2015, cancelled 147,000 Equity Shares held by CaelumInvestmentLLCandissued freshEquity Shares to the members of Caelum Investment LLC in the proportion of the voting rights held by them in Caelum Investment LLC.

- Alteration and adoption of new set of Articles of Association of the Company

With the approval of the members at the extra ordinary general meeting of the Company held on June 25, 2015, the Company had altered and adopted a new set of Articles of Association of the Company for compliance with Companies Act, 2013, applicable rules and regulations in relation to the proposed initial public offer of the Company and Shareholders Agreement signed on April 23, 2015.

- Changes in the capital structure

After the close of the financial year, following changes were carried out in the capital structure of the Company.

a)Conversion of convertible preference shares into equity shares

As per the terms of the issue of the convertible preference shares, the Board had granted its approval for conversion of 36,716 convertible preference shares of Rs. 1,000 each into 36,716 equity shares of Rs. 1,000 each at its meeting held on June 23, 2015.  

b)Reclassification and sub-division of authorised share capital of the Company

With the approval of the members at the extra ordinary general meeting of the Company held on June 25, 2015, the authorised share capital of the Company aggregating to Rs. 2,200,000,000 comprising of 500,000 Equity Shares of Rs. 1,000 each aggregating Rs. 500,000,000; 1,600,000 Redeemable Preference Shares of Rs. 1,000 each aggregating Rs. 1,600,000,000; and 100,000 Convertible Preference Shares of Rs. 1,000 each aggregating Rs. 100,000,000 was reclassified and sub-divided into 220,000,000 Equity Shares of Rs. 10 each aggregating to Rs. 2,200,000,000.

c)Increase in the authorised share capital of the Company

With the approval of the members at the extra ordinary general meeting of the Company held on June 25, 2015, the authorised share capital of the Company was increased from Rs. 2,200,000,000 comprising of 220,000,000 equity shares of  Rs. 10 each to Rs. 7,500,000,000 comprising of 750,000,000 equity shares of Rs. 10 each.  

d)Issuance of bonus shares

With the approval of the members at the extra ordinary general meeting of the Company held on June 25, 2015 a sum of  Rs. 3,093,444,000 was capitalise for issuance of 309,344,400 equity shares of Rs. 10 each credited as fully paid up to the members of the Company in the proportion of nine new fully paid equity shares of Rs. 10 each for every one equity share of Rs. 10 each held as on the record date i.e. June 25, 2015.

- Adoption and implementation of InterGlobe Aviation Limited - Tenured Employee Stock Option Scheme 2015

Based on the recommendation and approval of the Compensation Committee and the Board, the members had granted the approval at the extra ordinary general meeting of the Company held on June 25, 2015 for adoption and implementation of InterGlobe Aviation Limited - Tenured Employee Stock Option Scheme 2015 comprising of 1,111,819 options which are convertible into equivalent number of equity shares of Rs. 10 each.

On June 25, 2015, 1,111,819 options were granted by the Compensation Committee to the employees of the Company.

- Adoption and implementation of InterGlobe Aviation Limited - Employee Stock Option Scheme 2015

Based on the recommendation and approval of the Compensation Committee and the Board, the members had granted the approval at the extra ordinary general meeting of the Company held on June 25, 2015 for adoption and implementation of InterGlobe Aviation Limited - Employee Stock Option Scheme 2015 comprising of 3,107,674 options which are convertible into equivalent number of equity shares of Rs. 10 each.

No options were granted under this scheme till the date of this report.

- Filing of Draft Red Herring Prospectus (“DRHP”) with Securities and Exchange Board of India (“SEBI”), NSE and BSE

In view of the funding requirements, the Company had obtained approval of the members at the extra ordinary general meeting of the Company held on June 25, 2015 for an initial public offer (‘IPO’) comprising of a primary issue of such number of equity shares aggregating up to Rs. 12,722,000,000 and an offer for sale of 30,146,000 equity shares by certain existing shareholders of the Company. With the approval of the Board at its meeting held on June 28, 2015, the Company had filed the DRHP with SEBI, NSE and BSE on June 30, 2015.

- Order for 250 A320neo Aircraft

During the year under review, the Company signed a term sheet dated October 12, 2014 with Airbus S.A.S to acquire 250 A320neo family aircraft with an understanding to negotiate in good faith the contractual documentation in form of an amendment to A320 Family Purchase Agreement dated November 18, 2005 by a certain date. While the term sheet expired before the financial year end, the Company remained in active discussions concerning the potential acquisition of such aircraft. Subsequent to the financial year end, on August 14, 2015, the Company entered into an amendment to A320 Family Purchase Agreement dated November 18, 2005, for purchase of such A320neo family aircraft.

8.Disclosure of internal financial control

The Company has adequate internal control systems and procedures with reference to the financial statements, commensurate with its size and nature of the business.

9.Disclosure of orders passed by regulators or courts or tribunals

No orders have been passed by any Regulators or Courts or Tribunals which can have impact on the going concern status and the Company’s operation in future.

10.Particulars of contracts or arrangements made with related parties

Particulars of contracts or arrangements with related parties referred to in Section188(1) of theCompanies Act, 2013, in the prescribed Form AOC -2, havebeenfurnished inAnnexure 1which forms part of this report.

11.Particulars of Loans, Guarantees and Investments

Particulars of loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 are set out in the notes to the financial statements enclosed with this report.

12.Disclosure under Section 43(a)(ii) of the Companies Act, 2013

During the financial year under review, the Company has not issued any shares with differential voting rights and hence no information as per the provisions of Section 43(a)(ii) of the Companies Act, 2013 read with applicable rules is furnished.

13.Disclosure under Section 54(1)(d) of the Companies Act, 2013

During the financial year under review, the Company has not issued any sweat shares and hence no information as per the provisions of Section 54(1)(d) of the Companies Act, 2013 read with applicable rules is furnished.

14.Disclosure under Section 62(1)(b) of The Companies Act, 2013

During the financial year under review, the Company did not have any Employees Stock Option Scheme for its employees/ directors and hence no information as per the provisions of Section 62(1) (b) of the Companies Act, 2013 read with applicable rules is furnished.

Subsequent to the close of the financial year, the Company has adopted and implemented two employees’ stock option schemes. The disclosures in relation to the said schemes as required under the Companies Act, 2013 will be applicable to the Directors’ Report to the members for the financial year 2015-16 onwards. For further details please refer this report for disclosure under Section 134(3) (l) of the Companies Act, 2013.

II. Operational performance

Our Company (“IndiGo”) is India’s largest passenger airline with a 33.8% market share of domestic passenger volume for financial year 2014-15. Our Company operate a low-cost carrier (LCC) business model and focus primarily on the domestic Indian air travel market and flew to 32 domestic destinations and 5 international destinations as of March 31, 2015. Our fleet has gone up from 77 aircraft to 94 aircraft over this one year period. Our capacity in terms of ASKs increased 17.9% from 29,967 million in financial year 2013-14 to 35,327 million in the year under review.

We had achieved highest load factor compared to previous year. Accordingly our load factor has gone up from 76.5% in the financial year 2013-14 to 79.40 % in the year under review, an increase of 2.90 percentage point. Our operational reliability ratio has also increased from 99.94% in the financial year 2013-14 to 99.95% in the year under review.

III.Disclosures related to Directors and Key Managerial Personnel

1.Directors

During the year under review, the following changes took place in the office of directors of the Company.

At the previous annual general meeting of the Company held on September 08, 2014 Mr. Aditya Ghosh who was appointed as an additional director was regularized as a director and Mr. Kapil Bhatia who was liable to retire by rotation was reappointed as director of the Company.

On March 26, 2015 Mr. Anil Parashar resigned from the office of director. Your directors place on record their sincere appreciation for the advice and contributions made by Mr. Anil Parashar during his tenure with the Company.

At the extra ordinary general meeting of the Company held on March 27, 2015, following directors were appointed on the Board for compliance with the requirements of the Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules, 2014.

On June 23, 2015 Mr. Kapil Bhatia resigned from the office of Chairman and Director. Your directors place on record their sincere appreciation for the advice and contributions made by Mr. Kapil Bhatia towards the growth and success of the Company during his tenure with the Company.

On June 23, 2015, the Board had approved the following:

At the extra ordinary general meeting of the Company held on June 25, 2015, Mr. Rakesh Gangwal was appointed as a director of the Company liable to retire by rotation.

At the upcoming annual general meeting Mr. Rahul Bhatia, Director of the Company is liable to retire by rotation in accordance with the provisions of Section 152 of the Companies Act, 2013 and being eligible, has offered himself for reappointment as director of the Company.

None of the directors of the Company are disqualified as per the provisions of Section 164(2) of the Companies Act, 2013.

2.Declaration by Independent Directors

The Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under the provisions of Companies Act, 2013 read with the Schedules and Rules made thereunder.

3.Key Managerial Personnel

On December 01, 2014, Mr. Pankaj Arora resigned from the office of Company Secretary. Your directors place on record their sincere appreciation for the contributions made by him during his tenure with the Company.

On December 01, 2014, Mr. Pankaj Madan was appointed as the Chief Financial Officer of the Company and Mr. Suresh Kumar Bhutani was appointed as the Company Secretary of the Company.

On June 25, 2015, Mr. Suresh KumarBhutaniwasalso appointed as the Compliance Officer of the Company.

IV.Disclosures related to Board, Committees and Policies

1.Board Meetings

During the financial year under review, the Board of Directors met nineteen times in accordance with the provisions of the Companies Act, 2013 and rules made thereunder on the following dates with necessary quorum being present at all the meetings.

April 01, 2014;

May 08, 2014;

May 23, 2014;

May 28, 2014;

June 5, 2014;

June 14, 2014;

July 17, 2014;

July 22, 2014;

July 24, 2014;

July 31, 2014;

August 29, 2014;

September 17, 2014;

September 24, 2014;

October 14, 2014;

December 01, 2014;

January 12, 2015;

February 19, 2015;

March 23, 2015;

March 27, 2015.

Following are the number of Board meetings attended by each director: 

     * Mr. Anil Parashar resigned from the office of director effective March 26,

       2015.

2.Directors’ Responsibility Statement

Pursuant to Section 134(3)(c) of the Companies Act, 2013, the Board of Directors of the Company confirms that:

in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

the directors had 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 the affairs of the Company at the end of the financial year and of the profit of the Company for that period;

the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

the directors have prepared the annual accounts on a going concern basis; and

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

3.Committees of the Board

During the year under review, following are the committees of the Board.

(A) Audit Committee

At the beginning of the year the Audit Committee comprised of the following directors:

Mr. Kapil Bhatia;

Mr. Rahul Bhatia;

Mr. Anil Parashar.

With the resignation of Mr. Anil Parashar effective March 26, 2015 and after the appointment of Mr. Devadas Mallya Mangalore and Dr. Anupam Khanna, independent directors effective March 27, 2015, the Board had reconstituted the Audit Committee in compliance with the provisions of the Companies Act, 2013, with following directors as its members:

Mr. Devadas Mallya Mangalore, Chairman;

Dr. Anupam Khanna, Member; and

Mr. Aditya Ghosh, Member.

Further the scope and terms of reference of the Audit Committee have been amended in accordance with the provisions of the Companies Act, 2013 and listing agreement proposed to be entered into with the Stock Exchanges.

During the financial year under review, the Audit Committee met three times in accordance with the provisions of the Companies Act, 2013 and rules made thereunder on the following dates with necessary quorum being present at all the meetings.

August 29, 2014

September 18, 2014;

February 19, 2015.

Following are the number of Audit Committee meetings attended by each director: 

During the year under review, the Board of Directors of the Company had accepted all the recommendations of the Audit Committee.

(B) Corporate Social Responsibility Committee

In compliance with the provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Board had constituted the Corporate Social Responsibility Committee effective April 01, 2014 with following directors as its members:

Mr. Kapil Bhatia;

Mr. Rahul Bhatia;

Mr. Anil Parashar.

On July 31, 2014, the Corporate Social Responsibility Committee was re-constituted by the Board by inducting Mr. Aditya Ghosh as a member of the Committee.

With the resignation of Mr. Anil Parashar effective March 26, 2015 and after the appointment of Mr. Devadas Mallya Mangalore and Dr. Anupam Khanna, independent directors effective March 27, 2015, the Board has again re-constituted the Corporate Social Responsibility Committee in compliance with the provisions of the Companies Act, 2013 with the following directors as its members effective March 27, 2015:

Mrs. Rohini Bhatia, Chairman;

Dr. Anupam Khanna, Member; and

Mr. Aditya Ghosh, Member.

During the financial year under review, the Corporate Social Responsibility Committee met three times in accordance with the provisions of the Companies Act, 2013 and rules made thereunder on the following dates with necessary quorum being present at all the meetings.

April 01, 2014;

July 31, 2014

February 19, 2015.

Following are the number of Corporate Social Responsibility Committee meetings attended by each director: 

(C) Remuneration Committee

At the beginning of the year the Remuneration Committee comprised of the following directors:

Mr. Kapil Bhatia;

Mr. Rahul Bhatia;

Mr. Anil Parashar.

On February 19, 2015, the Remuneration Committee was re-constituted by the Board by inducting Mr. Aditya Ghosh as a member of the Committee.

With the resignation of Mr. Anil Parashar effective March 26, 2015 and after the appointment of Mr. Devadas Mallya Mangalore and Dr. Anupam Khanna, independent directors effective March 27, 2015, the Board has dissolved the Remuneration Committee and constituted the Nomination and Remuneration Committee in compliance with the provisions of the Companies Act, 2013 effective March 27, 2015.

During the financial year under review, the Remuneration Committee met twice in accordance with the provisions of the Companies Act, 2013 and rules made thereunder on the following dates with necessary quorum being present at all the meetings.

April 01, 2014

March 23, 2015

Following are the number of Remuneration Committee meetings attended by each director:

(D)NominationandRemunerationCommittee

The Board of Directors at their meeting held on March 27, 2015 dissolved the Remuneration Committee constituted under the Companies Act, 1956 and had constituted the Nomination and Remuneration Committee in compliance with the provisions of the Companies Act, 2013 with following directors as its members:

Dr. Anupam Khanna, Chairman;

Mr. Devadas Mallya Mangalore, Member; and

Mrs. Rohini Bhatia, Member.

The scope and functions of the Nomination and Remuneration Committee are in accordance with Section 178 of the Companies Act, 2013 and the Board has formulated the policy setting out the criterion for determining qualifications, positive attributes, independence of a director and policy relating to remuneration to directors, key managerial personnel and other employees.

No meeting of the Nomination and Remuneration Committee was held during the year under review.

(E)Stakeholders Relationship Committee

The Board of Directors at their meeting held on March 27, 2015 had constituted the Stakeholders Relationship Committee in compliance with the provisions of the Companies Act, 2013 and listing agreement proposed to be entered into with the Stock Exchanges, with following directors as its members:

Mrs. Rohini Bhatia, Chairman; and

Mr. Aditya Ghosh, Member.

The scope and terms of reference of the Stakeholders Relationship Committee are in accordance with the provisions of the Companies Act, 2013 and listing agreement proposed to be entered into with the Stock Exchanges.

No meeting of the Stakeholders Relationship Committee was held during the year under review.

4.Policies

(A)Vigil Mechanism Policy for the Directors and Employees

The Board of Directors of the Company has, pursuant to the provisions of Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, established a vigil mechanism for directors and employees of the Company to report their genuine concerns or grievances. The vigil mechanism provides adequate safeguards against victimization to any employees and / or directors who use the mechanism to report their concerns or grievances.

The employees/ directors of the Company have the right / option to report their concern / grievance to the Chairman of the Audit Committee.

(B)Corporate Social Responsibility Policy

On the recommendation of the Corporate Social Responsibility Committee, the Board had formulated the Corporate Social Responsibility Policy (“CSR Policy”) of the Company. The Company has initiated activities in accordance with the CSR Policy, the details of which have been prescribed in Annexure 2and forms part of this report.

The updated CSR Policy of the Company is available on the Company’s website and can be accessed at the following web-linkhttps://content.goindigo.in/corporate/downloads/csr.

Our Company focus on the identified areas that have long-term and sustainable impact on the society. We have also chosen multi-year projects whose implementation ranges from two to five years. We have set milestones for each and every project and the payments to the implementing team are made in tranches from time to time.

As a part of CSR initiatives, your Company during the financial year 2014 -15 has amongst other activities, undertaken projects in area of promotion of education including education amongst specially-abled children, hunger eradication, environment sustainability, protection of natural heritage by restoration of Abdul Rahim Khan-i-Khana's tomb and support to disaster relief efforts etc. These projects are in accordance with the CSR policy adopted by the Company and falls within the purview of Schedule VII of the Companies Act, 2013.

(C)Nomination and Remuneration Policy

In accordance with Section 178 and other applicable provisions of the Companies Act, 2013 read with Rules issued thereunder, the Board has formulated the Nomination and Remuneration Policy of the Company.

The extract of the said policy is annexed to this report asAnnexure 3.

(D)Risk Management Policy

The Board of Directors of the Company has designed Risk Management Policy and Guidelines to avoid events, situations or circumstances which may lead to negative consequences on the Company’s business, and define a structured approach to manage various business uncertainties and to enable arriving at the right decisions pertaining to all business divisions and corporate functions. Key business risks and the suggested mitigation mechanism are regularly reviewed and considered in periodic management reviews.

(E)Annual Evaluation of Directors, Committee and Board and Familiarization Program for Independent Directors and Board

In terms of the provisions of the Companies Act, 2013 read with the Rules issued thereunder, the directors have evaluated the effectiveness of the Board. Accordingly, the performance evaluation of the Board, individual Directors and the Committees was carried out for the financial year under review. The evaluation of the directors was based on various aspects which, inter alia, included the level of participation in the Board meetings and its Committees, understanding of their roles and responsibilities, business of the Company along with the environment and effectiveness of their contribution.

The Company has put in place a structured induction and familiarization program for its Independent Directors. The Company through such program familiarizes the Independent Directors with a brief background of the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model, operations of the Company, etc. They are also informed of the important policies of the Company.

V.Auditors and Reports

1.Auditors

At the previous annual general meeting of the Company held on September 08, 2014, B S R & Co LLP, Chartered Accountants, (Registration No. 101248W/ W-100022), were appointed as the statutory auditors of the Company to hold office till the conclusion of fifth consecutive annual general meeting of the Company subject to ratification of the appointment by the members at every annual general meeting held after the annual general meeting held on September 08, 2014. The proposed resolution for ratification of their appointment is incorporated in the notice convening the upcoming annual general meeting of the Company.

Further the Audit Report issued by the auditors on the financial statements of the Company for the financial year ended March 31, 2015 is self-explanatory and doesn’t require any explanation or comment from the Board under Section 134(3) (f) of the Companies Act, 2013.

2.Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Sanjay Grover & Associates, a firm of Practicing Company Secretaries to conduct the Secretarial Audit of the Company.

The Secretarial Audit Report issued by Sanjay Grover & Associates, Practicing Company Secretaries, in Form MR - 3 for the financial year ended March 31, 2015 forms part of this report and has been attached as Annexure 4.

The Secretarial Audit Report is self-explanatory and doesn’t require any explanation or comment from the Board under Section 134(3)(f) of the Companies Act, 2013.

VI.Other Disclosures

1.Extract of Annual Return

Pursuant to the provisions of Section 134(3)(a) of the Companies Act, 2013, extract of the annual return in Form MGT - 9 prepared in compliance with the provisions of Section 92(3) of the Companies Act, 2013 for the financial year ended March 31, 2015 is attached asAnnexure 5and forms part of this report.

2.Prevention and prohibition of sexual harassment of women at work place

At IndiGo, we are committed to provide a healthy work environment that is free of discrimination and unlawful harassment and that enables employees to work without fear of prejudice, gender bias and sexual harassment. In keeping with this commitment, IndiGo expressly and strictly prohibits any form of employee harassment based on race, colour, religion, sex, national origin, age, disability, sexual orientation, or status in any group protected by state or local law. The Company has always endeavoured for providing a better and safe environment free of sexual harassment at all its work places. In compliance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (the “Act”) and Rules made thereunder, the Company continued conducting workshops and awareness programs for sensitizing the employees with the provisions of the Act.

The details with respect to the number of cases of sexual harassment against women employees reported to the Committee formulated in compliance with the Act during the year under review are set out inAnnexure 6.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

The particulars as required under the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 in respect of conservation of energy, technology absorption, foreign exchange earnings and outgo etc. are set out inAnnexure 7which forms part of this report.

Acknowledgement and Appreciation

Your directors take this opportunity to thank the customers, employees, investors, vendors, banks, business associates, regulatory authorities including the various offices of the Central and State Governments, Directors General of Civil Aviation, Airport Authority of India, Reserve Bank of India, the Registrar of Companies for the business support, valuable assistance and co-operation continuously extended to the Company. Your directors gratefully acknowledge the trust and confidence and look forward for their continued support in the future.

Annexure 1

Particulars of contracts or arrangements made with related parties

[Pursuant to Clause (h) of Sub-section (3) of Section 134 of the Companies Act, 2013, and

Rule 8(2) of the Companies (Accounts) Rules, 2014 - AOC-2]

This Form pertains to the disclosure of particulars of contracts / arrangements entered into by the Company with related parties referred to in Sub-section (1) of Section 188 of the Companies Act, 2013 including certainarm'slengthtransactions under third proviso thereto.

Details of contracts or arrangements or transactions not at arm's length basis

All the contracts or arrangements or transactions entered in to during the year ended March 31, 2015 are on arm's length basis and in the ordinary course of business.

In view of the above the details required below are notapplicable.

Name(s) of the related party and nature of relationship:NA

Nature of contracts / arrangements/transactions:NA

Duration of the contracts / arrangements/transactions:NA

Salient terms of the contracts or arrangements or transactions including the value, if any :NA

Justification for entering into such contracts or arrangements or transactions :NA

date(s) of approval by the Board :NA

Amount paid asadvances, if any :NA

 Date on which the special resolution was passed in general meeting as required under first proviso to section 188 :NA

Details of material contracts or arrangement or transactions at arm’s length basis

The term material is not defined under the Companies Act, 2013 and the rules made thereunder. However it is defined under Clause 49 of the listing agreement as follows;

“a transaction with a related party shall be considered material if the transaction / transactions to be entered into individually or taken together with previous transactions during a financial year, exceeds ten percent of the annual consolidated turnover of the company as per the last audited financial statements of the company”

The aggregate value of the related party transactions during the year ended March 31, 2015 are less than 2% of the revenue from operations for the year ended March 31, 2015.

In view of the above the details required below are not applicable

 Name(s) of the related party and nature of relationship :NA

Nature of contracts / arrangements/transactions :NA

Duration of the contracts / arrangements/transactions :NA

Salient terms of the contracts or arrangements or transactions including the value, if any :NA

Date(s) of approval by the Board, if any :NA

Amount paid as advances, if any :NA

For further details on related party as prescribed under Accounting Standard -18 issued by ICAI, please refer the notes to the financial statements.

Annexure 2

Annual Report on Corporate Social Responsibility

A brief outline of the company’s CSR policy, including overview of projects or programmes proposed to be undertaken and a reference to the web-link to the CSR policy and projects or programmes:

IndiGo’s CSR policy focuses on promotion of education and employment opportunities, protection of national heritage, art and culture including restoration of buildings and sites of historical importance and works of art, protecting and maintaining the quality of environment, women empowerment and assistance in the event of natural calamities/ disasters. 

The projects or programmes proposed to be undertaken in the financial year 2015-16 will be under the framework of Schedule VII of the Companies Act, 2013.

During the financial year 2014-15, our Company has amongst other activities, undertaken projects in area of promotion of education including education amongst specially-abled children, hunger eradication, environment sustainability, protection of natural heritage by restoration of Abdul Rahim Khan-i-Khana's tomb and support to disaster relief efforts etc. These projects are in accordance with the CSR policy adopted by the Company and falls within the purview of Schedule VII of the Companies Act, 2013.

The Company’s CSR policy has been uploaded on the website of the Company under the web link;

https://content.goindigo.in/Corporate/downloads/csr

The composition of the CSR committee:As on March 31, 2015, theCompany’sCSRcommittee comprises following Directors as members:

Mrs. Rohini Bhatia, Chairman

Dr. Anupam Khanna, Member

Mr. Aditya Ghosh, Member

 Average net profit of the company for last three financial years for the purpose of computation of CSR: Rs.4,927.62 million

 Prescribed CSR Expenditure (two per cent of the amount as in item 3 above):Rs. 98.55 million.

Details of CSR spent during the financial year 2014-15:

a. Total amount to be spent for the financial year 2014-15: Rs.98.55 million.

b. Amount unspent: Rs.59.52 million.

Our Company focus on the identified areas that have long-term and sustainable impact on the society. We have also chosen multi-year projects whose implementation ranges from two to fiveyears. We have set milestones for each and every project and the payments to the implementing team are made in tranches from time to time.

The Company could not spend the prescribed amount towards CSR during the financial year 2014-15 as the CSR activities of the Company are being planned out to ensure the optimal utilization of funds.

     c. Manner in which the amount spent during the financial year: Attached

 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.

Please refer to item no. 5(b) above.

 A responsibility statement of the CSR committee that the implementation and monitoring of CSRpolicy, is in compliance with CSR objectives and policy of the Company.

We hereby declare that implementation and monitoring of the CSR Policy are in compliance with CSR objectives and policy of the Company.

5(c) Manner in which the amount spent during the financial year 2014-15

(Amount in Rs.)

Annexure 3

Extract of the Nomination and Remuneration Policy of the Company

The Nomination and Remuneration Committee of the Company leads the process for board appointments in accordance with the requirements of Companies Act, 2013 and other applicable regulations or guidelines. All the board appointments are based on meritocracy.

The potential candidates for appointment to the board areinter-alia evaluated on the basis of highest level of personal and professional ethics, standing, integrity, values and character, appreciation of the Company’s vision, mission, values, professional skill, knowledge and expertise, financial literacy and such other competencies and skills as may be considered necessary.

In addition to the above, the candidature of an independent director is also evaluated in terms of the criteria for determining independence as stipulated under Companies Act, 2013 and other applicable regulations or guidelines. The board re-assess determinations of independence when any new interests or relationships are disclosed by a director.

The policy represents the overarching approach of the Company to the remuneration of director, KMPs and other employees. Through its compensation programme, the Company endeavors to attract, retain, develop and motivate a high performance workforce. The Company follows a compensation mix of fixed pay, benefits and performance based variable pay.

The remuneration policy of the Company is aimed at rewarding the performance, based on review of achievements on a regular basis and is in consonance with the existing industry practice. Employees shall be assigned grades according to their qualifications and work experience, competencies as well as their roles and responsibilities in the organization. Individual remuneration shall be determined based on various factors such as job profile, skill sets, seniority, experience and prevailing remuneration levels for equivalent jobs.

The remuneration paid/payable to the executive director(s) is, as recommended by the Nomination and RemunerationCommittee,decidedby the board and approved by the shareholders.

The independent directors/ non-executive director(s) are entitled for sitting fee of Rs. 50,000 per meeting for attending the meetings of the board of directors and committee(s) thereof except for attending the Corporate Social Responsibility Committee meetings.

Annexure 4

SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED MARCH 31, 2015

[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule No. 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

To,

The Members,

InterGlobe Aviation Limited

(CIN: U62100DL2004PLC129768)

Central Wing, Ground Floor, Thapar House,

124, Janpath, New Delhi, 110001

We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices byInterGlobe Aviation Limited(hereinafter called the “Company”) which isan unlisted company. Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon.

We report that

Maintenance of secretarial records is the responsibility of the management of the Company. Our responsibility is to express an opinion on these secretarial records based on our audit;

We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. We believe that the processes and practices we followed, provide a reasonable basis for our opinion;

We have not verified the correctness and appropriateness of the financial statements of the Company;

Wherever required, we have obtained the management representation about the compliances of laws, rules and regulations and happening of events etc.;

The compliance of the provisions of the corporate and other applicable laws, rules, regulation, standards is the responsibility of the management. Our examination was limited to the verification of procedures on test basis;

The Secretarial Audit report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company.

Based on our verification of the Company’s books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of Secretarial Audit, we hereby report that in our opinion, the Company has, during the audit period covering the financial year ended on March 31, 2015 (“Audit Period”) 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 tothe reporting made hereinafter:

We have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on March 31, 2015 according to the provisions of:

(i)      The Companies Act, 2013 (the “Act”) and the rules made thereunder;

(ii)     Foreign Exchange Management Act, 1999 and the rules and regulations made there under to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings.

During the audit period under review, the Company has complied with the other provisions of the Act, Rules, Regulations and Guidelines, to the extent applicable, as mentioned above. The Company was generally regular in filing of e-forms with the Registrar of Companies.

(iii) The Company is engaged in the business of providing domestic and international scheduled air transport services under the name of “IndiGo”. As informed by the management, following are some of the laws which are specifically applicable to the Company:

The Aircraft Act, 1934 and Rules made thereunder;

The Aircraft (Carriage of Dangerous Goods) Rules, 2003;

The Carriage by Air Act, 1972;

The Regulations, Circulars, Requirements, Orders, Notifications, issued by Ministry of Civil Aviation, Bureau of Civil Aviation Security and the Directorate General of Civil Aviation.

In our opinion and to the best of our information and according to explanations given to us, we believe that theCompany ishavingsystems in place to check the compliance of laws specifically applicable to the Company.

We further report thatthe Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the audit period under review were carried out in compliance with the provisions of the Act.

Advance seven days’ notice is given to all directors to schedule the Board Meetings. Agenda and detailed notes on agenda aresent in advance of the meetings, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting for meaningful participation at the meeting. Some meetings of the Board were also convened at shorter notice to transact urgent business in compliance of Section 173 of the Act and detailed notes on agenda were provided in such meetings.

Board decisions are carried out with unanimous consent and therefore, no dissenting views were required to be captured and recorded as part of the minutes.

We further report thatthere are systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

We further report thatduring the audit period:

The shareholders of the Company in their Annual General Meeting held on September 8, 2014 passed the special resolutions as set out below:

pursuant to Section 180(1)(a) of the Act whereby approved the creation of pledge, mortgage, hypothecation and/ or charge in addition to the existing pledges, mortgages, hypothecations and charges created by the Company on all or any one or more of the movable and/ or immovable properties or such other assets of the Company, wheresoever situated, both present and future, up to a limit not exceeding Rs. 10,000 Crore (Rupees Ten Thousand Crore Only); and

pursuant to Section 180(1)(c) of the Act fixed the borrowing limits of the Company up to Rs. 10,000 Crore (Rupees Ten Thousand Crore Only).

The shareholders of the Company in their Extra-Ordinary General Meeting held on March 27, 2015 inter alia passed the special resolutions as set out below:

pursuant to Section 180(1)(a) of the Act whereby approved the creation of pledge, mortgage, hypothecation and/ or charge in addition to the existing pledges, mortgages, hypothecations and charges created by the Company on all or any one or more of the movable and/ or immovable properties or such other assets of the Company, wheresoever situated, both present and future, up to a limit not exceeding Rs. 15,000 Crore (Rupees Fifteen Thousand Crore Only); and

pursuant to Section 180(1)(c) of the Act fixed the borrowing limits of the Company up to Rs. 15,000 Crore (Rupees Fifteen Thousand Crore Only).

Pursuant to order of the Hon’ble High Court of Delhi, New Delhi dated December 22, 2014, Caelum Investment LLC, an entity registered under the law of Delaware, USA was merged into the Company effective April 24, 2015.

For Sanjay Grover & Associates

Companies Secretaries

                                                                                                                   Sd/-

                                                                                                              Sanjay Grover

September 4, 2015                                                                                  CP No.: 3850

New Delhi                                                                                               FCS No.: 4223

Annexure 5

 FORM NO. MGT 9

EXTRACT OF ANNUAL RETURN

as on the financial year ended on 31.03.2015

Pursuant to Section 92 (3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management & Administration) Rules, 2014.

REGISTRATION & OTHER DETAILS:

PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

All the business activities contributing 10 % or more of the total turnover of the Company shall be stated

PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

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

Category-wise Share Holding

Shareholding of Promoter

Change in Promoters’ Shareholding (please specify, if there is no change)

 Shareholding Pattern of top ten Shareholders (Other than Directors, Promoters and Holders of GDRs and ADRs):

Shareholding of Directors and Key Managerial Personnel:

INDEBTEDNESS:Indebtedness of the Company including interest outstanding/ accrued but not due for payment.

  (Rs. in millions)

REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A.Remuneration to Managing Director, Whole-time Directors and/or Manager:

  (Amount in Rs.)

B.Remuneration to other directors:  Nil

  (Amount in Rs.)

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

  (Amount in Rs.)

PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:  Nil

Annexure 6

Annual Report under Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013 read with the rules

Annexure 7

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

Particulars, as prescribed by Section 134(3)(m) of the Companies Act, 2013, read with Rule 8(3) of the Companies (Account) Rules, 2014, in respect of conservation of energy, technology absorption and foreign exchange earnings and outgo, to the extent applicable to the Company, are given below:

Conservation of Energy

We are committed to running a fuel and emission efficient operation. This lowers cost of our operations and is environment friendly. Our aircraft flight procedures are designed with focus on fuel efficiency and passenger safety. Our average fleet age is 3.2 years and this young fleet allows us to maintain a lower fuel burn. We have placed an order of 430 Airbus A320 NEO aircraft which provide for up to 15% better fuel efficiency and CO2 emissions. In addition a part of our fleet is fitted with Sharklets which also results in lower fuel burn. Other initiatives include usage of technologies like engine Eco power engine wash and electronic flight baggage which result in higher fuel efficiency. All things being equal we use lighter weight equipment on our aircraft to keep the overall aircraft weight low thereby reducing the fuel burn and emissions both.

Technology absorption

We have placed an order for 430 Airbus A320 NEO aircraft. NEO aircraft are up to 15% fuel efficient compared to the present Airbus A320 CEOs .A part of our fleet is also fitted with sharklets which is more fuel efficient than aircraft without sharklets.

In addition we have made series of investments into our IT infrastructure these investments are primarily focused to provide greater customer comfort and ease of transaction. Few such initiatives were in form greater reliance on self-check-in Kiosk at airports, web check in facility, mobile application, a new enhanced website. We have recently launched integrated travel document which allows customers to check-in while making a booking and customers receive both boarding pass and Itinerary through email thus saving time and effort for customers.

We have upgraded our crew rostering software and are using Electronic flight baggage in our cockpits for a more efficient operation.

Foreign Exchange earnings and outgo

The details of Foreign Exchange earnings and outgo are given under the notes to the financial statements