1.1 Background
SpiceJet Limited (''SpiceJet'' or the ''Company'') was incorporated on
February 9, 1984 as a limited company under the Companies Act, 1956 and
is listed on the Bombay Stock Exchange Limited (''BSE''). The Company is
engaged in the business of providing air transport services for the
carriage of passengers. The Company is a low cost carrier (''LCC'')
operating under the brand name of ''SpiceJet'' in India since May 23,
2005. The Company currently operates a fleet of 27 aircrafts across
various routes in India as at March 31, 2011. SpiceJet has also
obtained the permission of the Directorate General of Civil Aviation
(DGCA) to operate on selected routes outside India and has commenced
international operations from October 2010.
During the year, pursuant to an Open Offer made by KAL Airways Private
Limited and Mr. Kalanithi Maran (collectively referred to as the
''Acquirers''), the Acquirers have acquired, in aggregate, 156,528,305
equity shares of the Company constituting 38.66% of the then paid-up
capital of the Company, including 31,077,500 equity shares acquired
from Royal Holdings Services Limited (the ''Erstwhile Promoter'').
Consequently, the Acquirers have become the largest shareholders in the
Company and the Promoters of the Company.
2.1 Conversion of Zero Coupon Foreign Currency Convertible Bonds
(''FCCB''s)
During the year ended May 31, 2006, the Company had issued 800 FCCBs
with face value of US$ 100,000 aggregating to USD 80 million. These
FCCBs were convertible into equity shares at a conversion price of Rs.
25 per equity share at a fixed exchange rate of Rs.46.12 to US$ 1 till
November 11, 2010. Unless previously converted, redeemed or purchased
and cancelled, such bonds were redeemable at 140.499 % of the principal
amount on December 13, 2010. These FCCBs were listed on Luxemburg Stock
Exchange. Out of the above, 2 FCCBs were converted into equity shares
during the financial year ended March 31, 2009.
During the current year, pursuant to the exercise of the right to
conversion by the holders of these instruments, the Company has issued
147,215,040 equity shares of Rs. 10/- at a price of Rs.25 per equity
share against the 798 outstanding FCCBs. The difference between the
amounts outstanding against such FCCBs as at the dates of conversion
(including the exchange fluctuation on restatement of such FCCBs upto
the conversion dates of Rs. 38.73 million) and the face value of the
shares issued of Rs.2,246.96 million has been transferred to the
securities premium account. Post such conversion, the Company does not
have any FCCB''s outstanding.
Further, on conversion of these instruments, the provision for premium
on redemption of the above FCCBs created out of the securities premium
account for the period from date of issue of bonds till the dates of
conversion has been reversed back to the securities premium account.
2.2 Conversion of Warrants
The Company had allotted 15,360,715 warrants on December 12, 2008 to GS
Investment Partners (Mauritius) I Limited. Each warrant was convertible
into one equity share of the Company at a conversion / exercise price
of Rs. 39.46 per resultant equity share, at any time before the expiry
of 18 months from the date of allotment of the warrant. The Company had
received Rs.60.61 million (i.e. 10% of the total subscription value)
towards subscription of warrants, in accordance with the terms of the
allotment.
During the current year, the holders of the warrants had exercised the
option for conversion on June 11, 2010 and consequently, the Company
has allotted 15,360,715 equity shares after receiving the balance
subscription value of Rs. 545.52 million.
2.3 Stock option plans
The Company has a stock option plan that provides for the granting of
stock options to qualifying employees including Directors of the
Company (not being promoter Directors and Executive Directors, holding
more than 10% of the equity shares of the Company). The option plan is
summarized below:
Employee Stock Option Scheme, 2007
The shareholders at the Annual General Meeting held on September 11,
2007, approved an Employee Stock Option Scheme (ESOS) which provides
for the grant of 6,016,250 options (each option convertible into 1
share) to employees. Further, at the Extraordinary General Meeting held
on December 23, 2009, the shareholders had approved to extend the
aggregate number of options under the scheme to 20,000,000 options.
The remuneration committee had granted 5,200,000 options to eligible
employees on September 11, 2007 at an exercise price of Rs. 30 /- per
share. Such options were to vest over 4 years in the following manner:
- 35% of the options - one year from the date of grant
- 25% of the options - two years from the date of grant
- 25% of the options - three years from the date of grant
- 15% of the options - four years from the date of grant
During the year ended March 31, 2010, the remuneration committee made
two grants out of its Scheme, to its Chief Executive Officer, Mr.
Sanjay Aggarwal at an exercise price of Rs.10 /- per share. The first
grant of 1,804,884 options made on October 5, 2009 has a vesting period
of 1 year from the date of grant. Vesting of the second grant of
5,422,954 options made on December 23, 2009 will happen in nine equal
instalments with first vesting on December 23, 2010, second on January
20, 2011 and thereafter remaining seven at quarterly intervals. Half
the options in the second grant will vest with each successive
completion of employment and half of the options vests on achievement
of certain performance targets defined in his employment agreement. For
the purpose of accounting of these options, the management has assumed
that performance targets defined in the employment agreement will be
achieved and all options will vest to him accordingly. Further it may
be noted that Mr. Sanjay Aggarwal ceased to be in employment with the
Company effective June 30, 2010.
Further, during the year, the remuneration committee has granted
100,000 options to an employee at an exercise price of Rs. 30/- per
share. These options will vest over 3 years in the following manner:
- 60% of the options - one year from the date of grant
- 25% of the options - two years from the date of grant
- 15% of the options - three years from the date of grant
2.4 Secured loans
The secured term loans from Allahabad Bank, Industrial Finance Branch,
Mumbai are secured by a pledge of certain identified fixed deposits of
the Company held with the same bank, the hypothecation of certain
assets and the pledge of certain shares of the Promoter.
2.5 Deferred tax assets / MAT credit
The Company has recognized deferred tax assets arising on account of
carried forward tax losses and unabsorbed depreciation to the extent of
the deferred tax liability arising on account of the timing difference
on depreciation of Rs. 52.92 million as at March 31, 2011 (Rs. 46.72
million as at March 31, 2010).
In accordance with Accounting Standard - 22 ''Accounting for taxes on
income'' and the Guidance Note on accounting for credit available in
respect of minimum alternative tax, the Company has not recognised the
balance deferred tax assets arising on account of carried forward tax
losses and unabsorbed depreciation and MAT credit, as subsequent
realisation of such amounts is not virtually / reasonably certain, as
applicable.
2.6 Segment reporting
The Company''s operations predominantly relate only to air
transportation services and accordingly this is the only primary
reportable segment. Further, the operations of the Company are
substantially limited within one geographical segment (India) and
accordingly this is considered the only reportable secondary segment.
2.7 Related party transactions
1. Names of related parties
Relationship Name of the party
Party exercising significant influence Kal Airways Private Limited and
Mr. Kalanithi Maran from November 11, 2010
Royal Holdings Services Limited, Nevada, USA (upto November 10, 2010)
Enterprises over which parties above or their relatives have
control/significant influence (''Affiliates'')
Sun TV Network Limited (from November 11, 2010) Digital Radio (Delhi)
Broadcasting Limited (from November 11, 2010)
Subsidiary company Spice Enterprises Private Limited (ceased to be a
related party on September 11, 2009)
Key management personnel Sanjay Aggarwal (upto June 30, 2010)
Kishore Gupta (July 1, 2010 to October 10, 2010) Neil Raymond Mills
(from October 11, 2010)
2.8 Lease commitments
Operating leases
The Company has taken on lease aircrafts, aircraft spares, engines and
premises from third parties. Rental expense for the year ended March
31, 2011 amounts to Rs. 4,457.41 million (Previous year Rs. 4,059.78
million), supplemental rent amounts to Rs. 1,687.25 million (Previous
year Rs.1,459.01 million).
The Company has taken aircraft through dry operating lease from
lessors. Under the aircraft lease agreement, the Company pays monthly
rentals in the form of base and supplementary rental. Base rental
payments are either based on floating or fixed interest rates.
Supplemental rentals are based on aircraft utilisation and are
calculated with reference to the number of hours flown or number of
cycles operated during each month. Both base and supplemental lease
rentals have been charged to the Profit and loss account. The lease
terms vary between 3 and 10 years. There are no restrictions imposed by
lease arrangements. There are no subleases. There are no initial direct
costs. The future minimum lease rentals payable under non cancellable
leases (except supplementary rental which are based on aircraft
utilisation and calculated on number of hours flown or cycle operated)
are as follows:
2.9 Gratuity benefit plans
The Company has a defined benefit gratuity plan. Every employee who has
completed five years or more of service gets a gratuity on departure at
15 days salary (last drawn salary) for each completed year of service
subject to a maximum of Rupees one million. The scheme is unfunded.
The following tables summarise the components of net benefit expense
recognised in the profit and loss account and amounts recognised in the
balance sheet for gratuity.
The estimates of future salary increases, considered in actuarial
valuation, take account of inflation, seniority, promotion and other
relevant factors, such as supply and demand in the employment market.
The Company does not currently have any estimates of the contribution
to be paid to the plan during the next year. Accordingly, the same has
not been disclosed.
2.10 There is no overdue amount payable to Micro, Small and Medium
Enterprises as defined under the Micro, Small and Medium Enterprises
Development Act, 2006. Further, the Company has not paid any interest
to any Micro, Small and Medium Enterprises during the current and
previous year.
2.11 On account of the nature of the business of the Company,
supplementary information for the profit and loss account as required
to be disclosed under paragraph 3 (i) to (iii) except 3 (i) (c), (ii)
(c) and paragraph 4 C of Part II to Schedule VI of the Act are not
applicable and hence no disclosures have been made in this regard.
2.12 The Company has exercised the exemption granted to airline
companies vide the Ministry of Corporate Affairs notification dated
February 8, 2011 for non-disclosure of the information required under
paragraphs 4-D (a) to (e) except (d) of Part II to Schedule VI of the
Act. Accordingly, such information has not been disclosed.
Contingent liabilities
Claims against the Company not acknowledged as debts
S. No Particulars As at As at
March 31, 2011 March 31, 2010
a. Demand raised under the provisions
of. Employees'' - 4.12
State Insurance Act, 1948 for the
period November 1996 to September
1997 inclusive of interest and penalty.
(The Company has obtained stay against
recovery of said demand from the
Hon''ble High Court of Delhi).
b. Liability arising out of legal
cases filed against the 22.99 16.17
Company in various Courts/ Consumer
Redressal Forums, Consumer Courts,
disputed by the Company.
c. Liability arising out of
Arbitration proceedings on account 33.32 -
of cancellation of leased premises
d. Liability towards labour cases
filed against the Company 0.48 0.48
in various Courts, disputed by the
Company.
e. Liability towards Penalty levied
by customs department on 82.69 82.69
late payments which is disputed and is
pending in the Hon''ble High Court of
Delhi.
f. Liability towards additional claim
received from a vendor 17.50 17.50
who was already covered in the
settlement scheme approved
by the Hon''ble High Court of Delhi.
g. Unaccrued interest as explained in
Note 1 below. 74.71 74.71
h. Assessments relating to Assessment Year 2007-08 and 2008-09 are
pending with CIT(A) in respect of certain additions made to returned
loss by the Assessing Officer which resulted in taxable income, but
income tax payable after adjusting the brought forward losses and
depreciation was computed to be Nil.
Though there is no demand for payment of tax arising out of above
assessments, the Assessing Officer (''AO'') has initiated penalty
proceedings against the Company under section 271(1)(c). Penalty amount
is not ascertainable as AO has not raised any demand.
Legal Proceeding by and / or against the company
1. Under a suit filed by Leela Capital (petitioner) for recovery of
the Inter Corporate Deposit (''ICD'') aggregating to Rs. 50 million, the
Company had deposited the amount of Rs. 50 million on November 30, 2001
with the Hon''ble Bombay High Court and the Hon''ble Bombay High Court
later allowed the petitioner to withdraw the said amount, upon
furnishing an undertaking that the petitioner will restitute the said
sum or such part thereof, with 9% interest, to the Company, if and as
directed by the Hon''ble Court at the time of the final decision of the
suit filed by the petitioner. Accordingly, pending finality of the
matter, both the ICD and deposit with Hon''ble High Court have been
disclosed under the Unsecured Loans and Loans and Advances,
respectively. The Company has not accrued interest payable of Rs. 74.71
million upto the date of deposit of the amount with the Hon''ble Court
on account of its defence in the court proceedings.
2. In another case, M/s Hindustan Development Corporation Limited
(HDCL) (now renamed as Mallanpur Steels Limited) who had lent Rs. 50
million ICD to the Company, filed a Review Petition against the Scheme
of Settlement passed by the Hon''ble Delhi High Court wherein its
liability was settled at Rs. 35 million. The Company had made a deposit
of Rs. 35 million in accordance with approved Scheme to the Official
Administrator of the Scheme. The review petition filed by HDCL has been
dismissed by the Delhi High Court on July 16, 2010.
3. The Company has received a notice dated May 10, 2011 from the
Registrar of Companies (''ROC'') seeking to explain the reasons for
non-compliance with section 269 of the Companies Act, 1956 relating to
the requirement to have a whole time director. The Company is in the
process of responding to the said notice and taking necessary actions
and believes that the impact of the same is not likely to be material
to the financial statements for the year ended March 31, 2011.
notice and taking necessary actions and believes that the impact of the
same is not likely to be material to the financial statements for the
year ended March 31, 2011.
4. The Company is in the process of finalising the full and final
settlement payable to its erstwhile Chief Executive Officer, Mr. Sanjay
Aggarwal, in accordance with the terms of his employment agreement.
Management believes that the provision made in the financial statements
as at March 31, 2011 for the same is adequate.
Based on the legal advice obtained by the management, no provision is
required to be made for the above contingent liabilities.
2.13 Application of funds
During the year, the Company has used some of the short term funds that
were generated from its operations to temporarily fund the pre-delivery
payments for the acquisition of aircrafts. Towards the end of the year,
the Company has tied up a long term funding in the form of terms loan
facility of Rs. 2,500 million from a bank for the same purpose. The
Company has also drawn down such loans as and when required, subsequent
to the balance sheet date, to make good such temporary utilization of
short term funds. Management further believes that such pre-delivery
payments made towards the acquisition of certain of the aircrafts are
temporary and would be recovered on finalizing the lease arrangements
for such aircrafts.
2.14 Previous year comparatives
The financial statements for the previous year were audited by a firm
other than S.R. Batliboi & Associates. Previous year figures have been
reclassified / regrouped wherever necessary to conform to current
year''s classification.
|