1. Background
Kingfisher Airlines Limited (formerly known as Deccan Aviation Limited)
(the Company) is engaged in rendering scheduled and unscheduled
aircraft passenger and cargo services, including charter services. The
Company was incorporated on June 15, 1995 as a private limited company
and converted itself into a public limited company on January 31, 2005.
Consequently, the Company changed its name from Deccan Aviation Private
Limited to Deccan Aviation Limited. On June 12, 2006, the Company''s
shares were listed on the Bombay Stock Exchange Limited and the
National Stock Exchange Limited, pursuant to the Company''s initial
public offer of shares. The scheduled airline business of Kingfisher
Training and Aviation Services Limited (KTASL) (previously known as
Kingfisher Airlines Limited) demerged on a going concern basis with the
Company, with effect from April 1, 2008 as the demerger appointed date,
vide scheme of arrangement approved by the honourable High Court of
Karnataka vide its order dated June 16, 2008 under sections 391 to 394
of the Companies Act, 1956 (''Scheme). The helicopter charter division
of the Company was also hived off pursuant to the Scheme. The Company
changed its name from Deccan Aviation Limited to Kingfisher Airlines
Limited, with effect from September 5, 2008.
2. Demerger of the commercial airline division of KTASL
a) Order of the Karnataka High Court in form 42 of the Companies
(Court) Rules, 1949 in respect of the Scheme is yet to be passed.
b) Documentation in respect of transfer of certain assets and
liabilities taken over pursuant to Scheme, to the name of the Company
are pending. The Company is in the process of transfer of charges
created by KTASL to its name in respect of securities granted for loans
so taken over by the Company, in consultation with the Registrar of
Companies.
2. Commitments and contingent liabilities not provided for:
(Rs. in Lacs)
As at As at
Particulars Remarks
March 31, 2011 March 31, 2010
a. Estimated
amount of contracts 2,227,287.48 2,267,640.57 Pertains to
acquisition of
aircrafts &
remaining to be
executed on capital other capital assets
in future.
account and not
provided for (net of
advances) & as
certified by
management
b. Guarantees /
letters of credit
given 128,636.99 71,331.52 Pertains to
guarantees and
letters of
by banks on behalf
of the Company credit given /
issued by banks to
Airport Authorities,
lessors, suppliers of
spares, stores &
components and others.
c. Claims against
the Company not 21,923.74 26,418.00* Pertains to
litigations filed
against
acknowledged as debts
(including the Company which are
pending
civil and customer
suits) in the normal with various
authorities /
arbitration,
course of business
(to the extent including National
Consumer Disputes
ascertainable) Redressal Commission,
Consumers''
Disputes Forums,
Courts, Civil Court
and invoices / claims
of suppliers and
service providers not
accepted by the
Company. The Company
has a claim against
one of the parties to
an extent of Rs. Nil
(as at March 31, 2010
Rs. 10,100.00 Lacs).
d. Demands raised by
Income Tax 1,399.71 1,336.84 An aggregate sum of
Rs. 1,060.17 lacs
authorities under
appeal paid has been included
under ''Loans and
Advances''.
e. Demands and show
cause notices raised 23,392.50 6,928.51* The Company has
preferred/furnished
by service tax
authorities appeals/ objections
/is in the process
of replying. Amount
indicated does not
include any demands
that may be raised
for other years, based
on the stand taken by
tax authorities in
orders passed/show
cause notices issued.
f. Show cause notices
raised by entry tax 14.37 Nil The Company has
furnished objections.
authorities
g. Lease rentals
payable in respect of 13,216.86 Nil The Company has
taken certain assets
assets taken on
operating lease in the from a lessor on
operating lease. The
event of the Company
not meeting lessor has undertaken
to waive the
certain contractual
obligations lease rentals in the
event the Company
meets certain
contractual
obligations.
The Company is
confident of meeting
these obligations
h. Redelivery and other
costs in respect of Not Not In respect of
operating leases, the
assets taken on operating
lease at the ascertai
-nable ascertai
-nable Company is required
to return the
end of the lease period aircrafts as per
prescribed terms.
However, the lease
periods are
extendable for a
longer period and
considering on going
maintenance of
aircrafts, a reliable
estimate cannot be
made of the
redelivery costs.
i. Amounts payable, if
any for breach of Not Not
contractual obligations ascertai
-nable ascertai
-nable
j. Liability for
deduction of tax at
source 17,993.99 8,644.15 a) The Company has
filed applications
on lease payments in
respect of aircrafts under section 10(15A)
of the Income
and engines, where
agreements were Tax Act, 1961 with
the Central Board
entered into with
lessors on or before of Direct Taxes (CBDT)
seeking
March 31, 2007
(excluding interest) exemption from
deduction of tax,
which are pending.
These are being
followed up by the
Company.
b) In respect of
agreements involving
tax of Rs.6,019.06
Lacs up to March
31, 2011, applications
made by the Company
have been rejected.
In respect of certain
agreements, the
Company has filed
writs before the
Delhi High Court. In
respect of others,
the Company will do so
shortly.
k. True up charges payable
to a service Nil 2,608.87 Based on legal advice
the Company
provider (difference between has disputed the
amount of the said
guaranteed volume of
business and charges payable as
computed by the
actual) service provider and
has sought refund
of amounts paid,
wherever applicable.
The Company has also
contended that the
relief agreement
executed is not
binding. Amount paid
so far has been
included in loans and
advnces. Such claim
of the Company has
been disputed by the
concerned service
provider. The Company
is in the process of
examining options
open to it in the
matter.
l. Lease rentals claimed
by a vendor in Nil 4,596.57 Certain aircraft
engines supplied by
respect of spare engines
supplied not a vendor failed
prematurely and the
acknowledged as debt Company has incurred
substantial amounts
on repair and
overhaul of the
same. Pending repair
and overhaul of the
said engines, the
Company has taken
certain spare engines
on lease from the
said vendor. The
Company has preferred
claims against the
said vendor and has
requested the party
to conclude
arrangements to
settle matter at
zero cost to it. The
party has submitted,
without prejudice, a
term sheet for
settlement of the
matter, which
envisages waiver of
the lease rentals
payable.
m. Arrears of fixed
cumulative preference 4,305.89 Nil Arrears of fixed
cumulative
dividends (including
tax thereon) preference dividends
on CCPS (till date of
conversion) and
cumulative redeemable
preference shares and
tax thereon.
The Company has entered into agreements for purchase of aircrafts /
engines under which the Company has commitments to purchase aircrafts /
engines over a period stipulated in the agreements. Such agreements
involve complex pricing arrangements wherein the Company receives
discounts / credits on such purchases, which are based on the
commitments to purchase, which the Company is confident to fulfill
currently. Accordingly, amount of contingent liability, if any, as at
the balance sheet date is not ascertainable.
In addition to the above, there are certain arbitration proceedings
with customers / suppliers / contractors, in respect of which claims
are currently not ascertainable.
The management believes, based on internal assessment and / or legal
advice, that the probability of an ultimate adverse decision and
outflow of resources of the Company is not probable and accordingly, no
provision for the same is considered necessary.
3. a) Buildings constructed at a cost of Rs. 88.74 Lacs are on land
rented from the State Government, for which lease has been transferred
to Deccan Charters Limited (DCL). Such rental agreement is renewable on
an annual basis. The Company has in turn entered into a rental
arrangement with DCL.
b) Buildings constructed at a cost of Rs. 865.86 Lacs are on land
belonging to the Airport Authority of India. Such rental agreements are
renewable on a periodical basis.
b) Capital work in progress includes Rs. 2,098.25 lacs paid for
purchase of a flight simulator. The Company is to pay the balance
consideration and take delivery of the asset. The Company is exploring
various options to fund the balance consideration payable. Management
is confident that it will be in a position to fund the balance
consideration & take delivery of the flight simulator. Accordingly, the
said amount is considered good of recovery.
4. Employee Stock Option Plan [ESOP]
On March 16, 2005, the shareholders of the Company approved an employee
stock option plan [ESOP 2005]. Further on December 21, 2005, the Board
of Directors approved the ESOP 2006 scheme, which will govern issuance
of options on or after January 1, 2006. Options issued under ESOP 2005
would continue to be governed under ESOP 2005. The shareholders have
approved the issuance of 8,181,779 options in aggregate subject to a
maximum of 10% of the aggregate number of issued and outstanding equity
shares (calculated on an as converted basis), under both the options
put together.
The Company has not issued any options during the year. Accordingly,
the assumptions used in determination of the fair value of the
Company''s stock options for pro forma net loss per share disclosures
using the Black-Scholes option-pricing model have not been furnished.
The Board of Directors of the Company are yet to formulate the stock
option plan to the employees of the commercial airline division of
KTASL taken over by the Company, pursuant to clause 11.1 of the Scheme.
5. Related Party Disclosures (Parties identified by the Management
and relied upon by the auditors): Names of related parties
Holding Company United Breweries (Holdings) Limited
Fellow Subsidiaries Kingfisher Finvest India Limited (KFIL)
(formerly known as Kingfisher Radio Limited and subsequently renamed as
Kingfisher Finvest India Limited)
UB Infrastructure Projects Limited (UBIPL)
Kingfisher Training and Aviation Services Limited (KTASL)
UBSN Limited Subsidiary of the Company Vitae India Spirits Limited
Key Management Personnel (KMPs) Dr. Vijay Mallya
Mr. Sanjay Aggarwal (from September 27, 2010)
6. Leases and Hire Purchase
a) The Company has entered into operating and finance lease agreements.
Disclosures required under AS 19 on Leases is as given below:
Operating leases
Operating lease arrangements comprise of leases of aircraft,
helicopters and spare engines. The salient features of such lease
agreements are as follows:
- Lease periods range up to twelve years and are usually
non-cancelable.
- Lease rentals are usually fixed over the term of the lease while some
arrangements are subject to adjustments linked to the Libor rates
movements.
- The Company also has agreements for maintenance and lease of stores
and spares for such aircrafts for which fixed and variable rentals are
paid. Variable rentals are paid on a pre determined rate payable on the
basis of actual flying hours / cycles. Such variable rentals are
subject to annual escalations as stipulated in the agreements.
However, the Company is eligible to claim reimbursement of maintenance
costs to the extent eligible under the agreements.
- The Company does not have an option to buy the aircraft or
helicopters and spare engines or to renew the leases.
- In case of default by the Company, in addition to repossession of the
aircraft, penalties are stipulated in the agreements.
- The Company is required to deposit a commitment fee and a security
deposit with the lessor or provide a letter of credit for such amounts.
In addition to the above, the Company has entered into agreements to
lease aircrafts / engines in respect of which the aircrafts / engines
are pending delivery / the lease was yet to commence as at March 31,
2011. The above table of minimum lease payments does not include
amounts that may become payable in respect of leases yet to commence as
at March 31, 2011.
Salient features of Finance Lease Agreement (Aircraft):
- Monthly aircraft lease rentals are paid in the form of fixed rentals.
- The Company is responsible for keeping the aircraft airworthy in all
respects and in good condition and insuring the same throughout the
lease period.
- The Company has an option to purchase the aircraft either during the
term of the lease on payment of the outstanding principal amount or at
the end of the lease term on payment of a nominal option price.
- In the event of default, the Lessee is responsible for payment of all
costs of the Owner including financing costs, and other associated
costs. Further, a right of repossession is available to the Owner /
Lessor.
b) In addition, the Company has entered into cancelable leasing
arrangements for office and residential premises which are renewable at
mutual consent. Lease rentals of Rs. 4,854.44 lacs (Previous year - Rs.
5,477.55 Lacs) have been included under the head Operating and Other
Expenses - Rent under Schedule 16 in the Profit and Loss Account.
7. Segment disclosures
a) Geographical segments – Considering the internal reporting
framework, the Company has considered geographical segments as the
primary segments. Such segments consist of domestic air transportation
within India and international air transportation outside India.
b) Business segments
The Company operates in a single business segment, i.e. of providing
scheduled and unscheduled air transportation services. Accordingly, no
separate segment disclosures for business segments are required to be
given.
8. Provisions
In accordance with Accounting Standard - 29 ''Provisions, Contingent
Liabilities and Contingent Assets'', following is the movement in
provision towards cost for frequent flyer program.
The outflow with regard to above would depend upon utilization of
accumulated mileage by the members and hence, the Company is not able
to reasonably ascertain the timing of outflow.
9. The Company is not aware of the registration status of its
suppliers regarding registration under the MSME Act, 2006 (Micro Small
and Medium Enterprises Development Act 2006). Accordingly, information
relating to outstanding balance or interest due have not been disclosed
as it is not determinable.
10. Accounts of certain creditors, debtors, loans & advances, advances
on capital account, bank accounts, passenger service fees and charges
payable to airport operators, service tax payable (including under
reverse mechanism) , input service tax credit recognized are subject to
review / reconciliation / confirmation. Adjustments, if any will be
made on completion of such review / reconciliation / receipt of
confirmations.
11. The Company has incurred substantial losses and its net worth has
been eroded. However, having regard to improved passenger and cargo
load in recent months, improvement in economic sentiment and business
prospects, cost savings schemes being implemented, premature
termination of certain lease / purchase contracts, recently launched
international routes, route rationalization programs, the master debt
recast agreement signed with banks in December 2010, augmentation of
capital by conversion of a part of loans from banks and group
companies, capital raising plans etc, the financial statements have
been prepared on the basis that the Company is a going concern and that
no adjustments are required to the carrying value of assets and
liabilities.
12. The Company''s centralized ticket reservation system (CRS) does not
support captured of unearned revenue. Accordingly, such unearned
revenue has been estimated by management by multiplying the estimated
aggregate number of unflown tickets as on the reporting date by the
average estimated tickets value prevailing in each of the months to
which such unflown ticket relate to. Management is taking continuing
steps to streamline the process of determination of unearned revenue.
13. The Company''s Cargo Revenue Management (CRM) system is yet to
stabilized. Mistakes noticed in revenue recognized, sundry Debtors and
other relevant accounts have been corrected to the extent identified.
The Company''s of the view that unadjusted differencies will not be
material. Management is taking steps to further steemline the process
in stabilized system.
14. Accounting of costs on major repairs and maintenance of its
engines: During the current and immediate previous year, the Company
has adopted the exposure draft on Accounting Standard - 10 (Revised)
''Tangible Fixed Assets'' which allows costs on major repairs and
maintenance incurred to be amortized over the incremental life of the
asset. The Company has extended the same treatment to costs and
maintenance on engines pertaining to aircrafts acquired on operating
lease. Such expenditure has been included in ''Lease hold improvements-
Aircrafts'' vide schedule of fixed assets. This accounting policy has
been confirmed by an independent expert and in the opinion of the
management, has resulted in a fair depiction of the working results and
the state of affairs of the company. But for such accounting practice,
the loss before & after tax for the year would have been higher by Rs.
3,726.83 Lacs and Rs. 2,517.66 Lacs respectively.
15. Use fees payable by the Company in respect of certain assets taken
on operating lease aggregating to Rs. 5,576.45 lacs have, in accordance
with the Company''s understanding, been treated as maintenance reserves.
In terms of the Company''s accounting policy, these fees are initially
included under Loans and Advances and are expensed out to the Profit
and Loss Account at the time of incurrence of major expenditure
/termination of agreements. The Company is taking steps to formalize
this understanding with the relevant lessor.
16. The Company has not prepared consolidated financial statements
(CFS) as required by the AS 21, since the transactions of subsidiary
during the year/its assets and liabilities were not material.
17. Fixed assets have been physically verified by the management
during the year. Pending completion of reconciliation, discrepancies,
if any, have not been finalized and adjusted. As a matter of abundant
caution, provision of Rs. 500 lakhs has been made for the possible
effect of any discrepancies.
18. Previous year''s figures have been regrouped / reclassified
wherever necessary to conform to the current year''s presentation.
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