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Directors Report of Jet Airways (India) Ltd.

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting their Twenty Third Annual Report together with the Audited Statement of Accounts for the Financial Year ended 31st March, 2015.

1. Performance highlights

The Financial and Operating highlights for the year under review, compared with the previous Financial Year, are given below:

Financial highlights

(Rs in lakhs) Particulars Standalone for year ended 31st March 2015 2014

GROSS REVENUE 2,028,073 1,771,347 (Loss)/Profit before Interest, Depreciation,

Exceptional Items & Tax 59,135 (107,307)

Finance Costs 88,406 99,716 (Loss)/Profit before Depreciation, Exceptional

Items & Tax (29,271) (207,023)

Depreciation 76,250 87,575

Loss before Exceptional Items & Tax (105,521) (294,598)

Exceptional Items (Net) (75,850) (72,199)

Loss before Taxation & Adjustments (181,371) (366,797)

(Excess)/Provision for Tax - (12)

Share of Profit/(Loss) in Associate - -

Loss after Taxation (181,371) (366,785)

Impact of depreciation as per new Companies Act 2013 (2,861) -

Loss brought forward (610,884) (244,099)

Amount transferred to Balance Sheet (795,116) (610,884)



Particular Consolidated for year ended 31st March 2015 2014

GROSS REVENUE 2,166,165 1,944,530 (Loss)/Profit before Interest, Depreciation,

Exceptional Items & Tax 33,765 (145,002)

Finance Costs 92,047 108,360

(Loss)/Profit before Depreciation, (58,282) (253,362) Exceptional Items & Tax

Depreciation 76,531 87,778

Loss before Exceptional Items & Tax (134,813) (341,140)

Exceptional Items (Net) (75,322) (71,739)

Loss before Taxation & Adjustments (210,135) (412,879)

(Excess)/Provision for Tax 1 (12)

Share of Profit/fLoss) in Associate 395 (109)

Loss after Taxation (209,741) (412,976)

Impact of depreciation as per new Companies Act' 2013 (3,235) -

Loss brought forward (805,703) (392,727)

Amount transferred to Balance Sheet (1,018,679) (805,703)

Operating highlights

Operating parameters Year ended 31st March 2015 2014

Departures (Number) 176,406 173,723

Available Seat Kilometers (ASKMs) (Million) 41,769 38,064

Revenue Passenger Kilometers (RPKMs) (Million) 34,423 29,747

Passenger Load Factor (%) 82.4 78.2

Revenue Passengers (Number) 19,475,480 17,218,833

Average Fleet Size 94 93

2. Dividend

The Board of Directors have not recommended any dividend on the Equity Shares in view of the performance of the Company for the Financial Year ended 31st March, 2015 (Previous year: Nil per Equity Share).

3. State of Company's Affairs / Review of Operations

The Company reported a consolidated negative Profit After Tax of Rs. 209,741 lakhs in Financial Year 2014-15, a reduction of 51% from consolidated Loss After Tax in Financial Year 2013-14. Financial Year 2014-15 saw passenger growth of 9.6% and operating revenue growth of 10.1% as compared to Financial Year 2013-14. The reduction in losses incurred by the Company was essentially due to:

a) Increase in operational revenue from Rs. 1,903,584 lakhs in Financial Year 2013-14 to Rs. 2,096,560 lakhs - an increase of 10.1%, primarily on account of improved load factors and yields

b) Reduction in Avaition Turbine Fuel (ATF) prices due to weakness in global crude prices during Financial Year 2014-15

c) Measures taken by your company to control overheads

d) Surplus from Slump Sale of 'Jet Privilege' Frequent Flyer Program aggregating Rs. 30,501 lakhs

The above improvements were partly offset by impairment of goodwill of Rs. 117,239 lakhs in Financial Year 2014-15. The consolidated operating loss excluding exceptional items (mainly impairment of goodwill and surplus from sale of the Frequent Flyer Program) in Financial Year 2014-15 aggregates Rs. 134,813 lakhs, a reduction of 60% over operating loss of Rs. 341,140 lakhs incurred in Financial Year 2013-14.

Your Company implemented a "single brand" and "full service" product in December 2014 with an objective of delivering consistent, premium service across its entire network. This was further supported by the launch of "Guest First" program to enhance Ground and Inflight service, increase guest engagement, and increase dedicated facilities at the airports check-in counters and bag drop counters.

In addition to the above, your Company is continuously focusing on improving and enhancing direct touch points with our guests. Some of the steps taken by your company in this direction include:

a) Launch of "Global Linked' with specific focus on the Small and Medium Enterprise (SME) segment

b) IVR Upgrade for pre recognition of frequent fliers

c) Enhancement of our online booking portal

d) Launch of Jet Instant to access information on fares and flight status in real time through Twitter.

These measures adopted by your Company have started yielding positive results, which is reflected in the improvement of load factors and yields in Financial Year 2014-15 over Financial Year 2013-14.

On operational front, your Company has taken various initiatives to improve efficiency and revenue earning potential. During Financial Year 2014-15, the entire fleet of B737-800 aircraft were standardized to 12(business)/ 156(economy) configuration. This has been a critical factor to enable us provide a standardized product to our guests. Further, utilization of our B737 fleet grew by 5.4% to an average 11.6 hours in Financial Year 2014-15 as compared to 11 hours in Financial Year 2013-14.

In line with its turnaround strategy, your Company is continuously looking at cost reduction initiatives, discontinuing loss making routes, renegotiating major contracts including aircraft maintenance costs and other efficiency enhancement measures. We are confident that these measures will help us to bring down costs which are key to overall turnaround of the Company.

Post its alliance with Etihad Airways, your Company has enhanced international connectivity with addition of new destinations and additional flights to various countries in the Gulf Region. The Company operates more flights to the Gulf Region than any other Indian carrier. Jet Airways and Etihad Airways together operate over 4,300 international flights a month connecting India to the world via the Abu Dhabi gateway.

The domestic traffic in India increased by 15% for Financial Year 2015, a significant improvement as compared to a 5% increase in the previous year. The Company (along with its wholly owned subsidiary Jet Lite (India) Limited), carried 194.75 lakhs revenue passengers on its international and domestic services during the year under review, an increase of 9.6% over Financial Year 2013-14.

Your Company's domestic passenger traffic for the year under review grew by 9.3% as compared to a growth of 1% last year while international passenger traffic registered an increase of 20.6%, as compared to an increase of 6% last year. The Company ended the Financial Year with a system-wide seat factor of 82.3%. The seat factor was 78.4% on domestic and 84.3% on the international sectors.

Over the next few years, we expect the domestic aviation market to grow at a healthy pace. While the Indian aviation market is still subject to ongoing structural challenges and robust competition is placing pressure on yields, we will continue to progress by focusing on delivering an enhanced experience for our guests and improving efficiency throughout the business.

Fleet

As on 31st March, 2015, the Company had a fleet of 107 aircraft, comprising of 8 Airbus A330-200, 4 Airbus A330-300, 15 ATR 72-500, 3 ATR 72-600, 67 Next Generation Boeing 737-700/800/900/900ER and 10 Boeing 777-300ER. With an average fleet age of 5.6 years, the airline has one of the youngest aircraft fleets in the world.

Of the 10 Boeing 777-300ER aircraft, 5 aircraft have been sub (dry) leased to Etihad Airways PJSC. Additionally, 2 Airbus A330-200 aircraft have been sub (dry) leased to Etihad Airways PJSC and 3 Airbus A330-200 aircraft have been sub (dry) leased to Turkish Airlines Inc.

4. Management Discussion and Analysis

As required by Clause 49 of the Listing Agreement entered into with the Stock Exchanges, a detailed review by the Management of the operations, performance and future outlook of the Company and its business, is presented in a separate section - Management Discussion and Analysis - forming part of this Annual Report.

5. Subsidiary Companies Jet Lite (India) Limited

Jet Lite (India) Limited ('Jet Lite') is a wholly owned subsidiary which was acquired by the Company on 20th April, 2007.

Jet Lite is a non-material, non-listed subsidiary company as defined under Clause 49 of the Listing Agreement(s) entered into with the Stock Exchanges.

For the Financial Year ended 31st March, 2015, Jet Lite posted a total income of Rs.143,320 lakhs (2013-14 : Rs. 176,364 lakhs) and a Net Loss of Rs. (28,765) lakhs (2013-14: Rs. (42,931) lakhs). In view of the loss, the Board of Directors of Jet Lite has not recommended a dividend on the Equity Shares for the year ended 31st March, 2015 (Previous Year : Nil). The Company continues to support the operations of Jet Lite.

The highlights of the operating performance of Jet Lite for the Financial Year ended 31st March, 2015 are as follows:

Traffic parameters Year ended 31st March 2015 2014

Departures (Number) 26,302 31,986

Available Seat Kilometers (ASKMs) (Million) 3,027 3,937

Revenue Passenger Kilometers (RPKMs) (Million) 2,423 2,862

Passenger Load Factor (%) 80.1% 72.7%

Revenue Passengers (Numbers) 3,031,710 3,308,533

Fleet

As on 31st March, 2015, Jet Lite had an all-Boeing fleet of 9 aircraft, comprising of 3 Boeing 737-700, 5 Boeing 737- 800 and 1 Boeing 737-900ER aircraft.

Jet Airways Training Academy Private Limited ('JATPL')

JATPL continues to be a subsidiary of the Company. For the Financial Year ended 31st March, 2015, JATAPL posted a total income of Rs. NIL (2013-14 : Rs. NIL) and a Net Loss of Rs.(1) lakhs (2013-14: Rs.(1) lakhs).

The Company will make available copies of the Annual Accounts of the subsidiary companies and the related detailed information, free of cost to Members, on request. The same are also available for inspection at the Registered Office between 10 a.m. and 12 noon on any working day of the Company till the date of the 23rd Annual General Meeting.

The subsidiary companies are managed by their respective Boards. The Company does not have any material unlisted subsidiary and hence is not required to nominate an independent director of the Company on the Board of the subsidiary companies.

6. Consolidated Financial Statements

The audited Consolidated Accounts and Cash Flow Statement, comprising of the Company and its subsidiaries form part of this Report. The Auditors' Report on the Consolidated Accounts is also attached. The same is unqualified. The Consolidated Accounts have been prepared in accordance with the Accounting Standards prescribed by the Companies Act, 2013 in this regard and the provisions of the Listing Agreement(s) entered into with the Stock Exchanges.

7. Conservation of energy, technology absorption and 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

The Company embraces new technology from aircraft and engine manufacturers. Our achievements on fuel efficiency include our aircraft fleet and engine modernization / renewal policy. Improved flight planning through all flight stages, improvements in flight operation procedures such as continuous descent operations, reduced engine taxi-in procedure, participation in route planning/restructuring at various levels and decrease in uplift of unnecessary surplus fuel further contribute to fuel savings and emissions reductions. We utilize latest flight techniques and flight planning systems that reduce fuel use. Various teams within the Company work on implementing innovative fuel optimization and monitoring initiatives. Other initiatives include airframe and engine performance improvement packages, use of core washing, reduction of unnecessary weight, adjustment of potable water carried depending on aircraft and sector flown, usage of lightweight crockery and cargo containers, reduction of operational items, as well as employment of mobile ground power units and preconditioned air units to reduce use of on-board auxiliary power units. These measures improve our overall fuel efficiency and have enabled us to operate our aircraft in a highly efficient manner.

The Company's impact on climate change is due mainly to CO2 emissions generated by its aircraft engines. The Company has implemented its action plan, the focus of which is renewal of its fleet. Fleet modernization programme ensures our aircraft are as technologically advanced and fuel efficient as possible. It is mobilizing all its departments in its efforts to minimize its carbon footprint by pursuing flight optimization, reducing the impact of ground operation etc. The Company is committed to reduce CO2 emissions.

The Company is also sponsoring research dedicated towards understanding the impact of aircraft engine emissions on the environment and the various technological as well as market based measures to contain the emissions. The Company is engaged in supporting high potential resource conservation and renewable energy programmes.

Technology absorption

Technology and e-Commerce initiatives

Over the past year, the Company has introduced a set of technology based initiatives with a clear focus on further enhancing its guests overall travel experience. The introduction of an enhanced self-check-in service has provided guests with seamless options to check-in using our website, mobile app and kiosk. Integrating with Google Now has enabled guests to receive convenient and relevant updates about their flight and other related travel information.

The Company has also been the first in the country to successfully complete a pilot test for the use of mobile barcoded boarding pass at Bengaluru International Airport. Another first in Indian Aviation is the launch of #JetInstant, a Twitter based integration that allows guests to check for flight status and avail the lowest fare for a particular route with just a single Tweet.

To increase its reach among developed and emerging markets, the Company also introduced multi-lingual versions of its website in Arabic and Vietnamese. Guests can now also pay for their tickets booked on jetairways.com using Paytm and Mobikwik prepaid wallet based payment options.

In the coming years, the Company aims to further enhance #JetInstant with additional easy to access services. The launch of its refreshed, state of the art, responsive website and booking experience will further improve the guests overall online experience across devices.

Foreign Exchange earnings and outgo

The details of Foreign Exchange earnings and outgo are given under the Notes to Accounts.

8. Environment, Health and Safety (EHS)

The Company values its employees and is committed to protecting their health, safety and well-being. It therefore continues to develop and improve its arrangement for managing environment, health and safety issues.

The managements vision is to see that the risks to employees' health and safety arising from work activities are effectively controlled, thereby contributing to the overall economic and social well-being of the community.

The key objectives of our EHS policy are:

- To communicate appropriate, timely and practical workplace environment, health & safety information and advice.

- To improve compliance with EHS standards through inspection and investigation activities.

- To ensure that an effective and up-to-date health and safety regulatory frame work is maintained.

The Company's Management takes its responsibilities for managing its environment, health & safety systems, policies and practices very seriously by implementing various rules and regulations laid down under Factories Act, 1948 and the Environment (Protection) Act, 1986.

Examples of key areas of our work and include :

1 EHS Policy

2 Our work to secure better regulations

- All hazardous waste is disposed through approved vendors of the Pollution Control Board.

- Air monitoring is done in areas where chemicals & paints are used.

- Waste water is treated through ETP before it is discharged to storm water system.

3 Progress against our key performance targets

- Medical check-up for employees dealing with chemicals.

- EHS awareness program for employees.

- EHS audit program.

- Monitoring of Hazardous waste generation.

- Re-cycling of paper waste generated in office.

- Use of paper on both sides.

- Energy and water conservation program

- No reportable accident in Financial Year 2014-15.

9. Fixed Deposits

The Company has not accepted any Fixed Deposits from the public during the Financial Year ended 31st March, 2015.

10. Corporate Governance

We adhere to the principles of Corporate Governance mandated by the Securities and Exchange Board of India and have complied with all the mandatory requirements, except with regards to Clause 49(II)(A)(2) of Listing Agreement which deals with number of Independent Directors in case the non-executive chairman is a promoter which has been complied by the Company with effect from 1st November, 2014. The non-mandatory requirements have been complied with to the extent practical and applicable.

A separate section on Corporate Governance and a certificate from the Auditors confirming compliance with the Corporate Governance requirements as stipulated in Clause 49 of the Listing Agreement(s) entered into with the Stock Exchanges, form part of this Annual Report.

The Chief Executive Officer's declaration regarding compliance with the Code of Business Conduct and Ethics forms part of the Report on Corporate Governance.

The requisite Certificate from the Auditors of the Company on Corporate Governance as stipulated under the aforesaid Clause 49 is attached to this Report.

11. Corporate Social Responsibility

As required under Section 135 of the Companies Act, 2013, the Board of Directors of the Company has constituted the Corporate Social Responsibility Committee which consists of Mr. Dinesh Kumar Mittal, Mr. Javed Akhtar and Mr. Gaurang Shetty as its Members

Since the Company does not have net profit for the last three Financial Years, the Company is not mandatory required to contribute towards Corporate Social Responsibility activities. However, the Company runs an in-flight collection programme called 'Magic Box' in association with the non-governmental organisation-(NGO) Save the Children India (STCI). The funds raised through the Magic Box programme are utilised for relief work involving natural calamities such as earthquakes as well as education and healthcare for the underprivileged children and women. It also contributes significantly in the fight against trafficking of women and children.

In its constant endeavour to facilitate empowerment of women, the Company organises an in-flight fund raising drive prior to the 8th March each year. The funds collected are donated to select NGOs working primarily for the upliftment and empowerment of underprivileged women.

On the occasion of Children's Day on 14th November each year, the Company organises "Flights of Fantasy" for approximately 100 underprivileged children. Under this unique initiative, these children are introduced to the world of aviation, which is both informative as well as an educational experience for them.

12. Employees

Your Directors acknowledge the selfless untiring efforts, whole-hearted support and co-operation of the employees at all levels. Our industrial relations continue to be cordial.

The total number of permanent employees of the Company as on 31st March, 2015, was 13,527 (as on 31st March, 2014: 13,256).

The information required pursuant to Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, in respect of employees of the Company, will be provided upon request. In terms of Section 136 of the Act, the Report and Accounts are being sent to the Members and others entitled thereto, excluding the information on employees' particulars which is available for inspection by the Members at the Registered Office of the Company between 10 a.m. and 12 noon on any working day of the Company up to the date of the ensuing Annual General Meeting.

13. Directors' Responsibility Statement

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013:

- that in the preparation of the annual Financial Statements for the year ended 31st March, 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any

- that such accounting policies have been selected and applied consistently and judgement and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2015 and of the loss of the Company for the year ended on that date;

- that proper and sufficient care has been taken 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;

- that the annual Financial Statements have been prepared on a going concern basis;

- that proper internal financial controls are in place and that the financial controls were adequate and were operating effectively;

- proper systems to ensure compliance with the provisions of all applicable laws are in place and are adequate and operating effectively.

14. Number of Meetings of Board

The annual calendar of Board Meetings is tentatively agreed upon at the beginning of each year. Additionally, Board Meetings are convened to transact special business, as and when necessary.

Six Board Meetings were held during the Financial Year 2014-15. The gap between any two Board Meetings did not exceed 120 days. The Board Meetings were held on the following dates :

27th May, 2014 11th August, 2014 7th November, 2014

11th December, 2014 6th February, 2015 17th March, 2015

The details of the attendance of Directors at the Board Meetings held during the Financial Year 2014-15 are as follows :

Date of Board Mr. Naresh Mr. James Mr. James Mr. Aman Meeting Goyal Hogan Rigney Mehta

27th May,2014 Yes Yes Yes Yes

11th August,2014 Yes Yes Yes Yes

7th November,2014 Yes Yes Yes Yes

11th December,2014 No No No No

6th February,2015 Yes Yes Yes Yes

17th March,2015 No No No No

Date of Board Mr. Dinesh Mr. I. M. Mr. Javed Mr.Gaurang Meeting Kumar Kadri Akhtar Mittal Shetty

27th May,2014 N.A. Yes Yes Yes

11th August,2014 N.A. Yes Yes Yes

7th November,2014 No Yes No Yes

11th December,2014 Yes Yes Yes Yes

6th February,2015 Yes Yes Yes Yes

17th March,2015 No Yes Yes Yes

The details of the attendance of Directors at the Annual General Meeting held during the financial year 2014-15 is as follows :

Date ofGeneral Mr. Naresh Mr. James Mr. James Mr. Aman Meeting Goyal Hogan Rigney Mehta

11th August, Yes Yes Yes Yes 2014

Date ofGeneral Mr. Dinesh Mr. I. M. Mr. Javed Mr.Gaurang Meeting Kumar Mittal Kadri Akhtar Shetty

11th August,2014 N.A. Yes Yes Yes

15. Directors

Our definition of 'Independence' of Directors is derived from Clause 49 of the Listing Agreement with Stock Exchanges and Section 149(6) of the Companies Act, 2013. Based on the confirmation / disclosures received from the Directors and on evaluation of the relationships disclosed, the following Non-Executive Directors are Independent in terms of Clause 49 of the Listing Agreement and Section 149(6) of the Companies Act, 2013 as at 31st March, 2015:-

- Mr. Aman Mehta

- Mr. Dinesh Kumar Mittal

- Mr. Javed Akhtar

- Mr. I. M. Kadri

Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board of Directors has undertaken an evaluation of its own performance, the performance of its Committees and of all the individual Directors based on various parameters relating to roles, responsibilities and obligations of the Board, effective ness of its functioning, contribution of Directors at meetings and the functioning of its Committees.

Remuneration Policy

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. Details of the Remuneration Policy are provided in the Corporate Governance Report.

16. Particulars of loans, guarantees or investments under Section 186

The Company has provided following loans and guarantees and made following investments pursuant to Section 186 of the Companies Act, 2013:

Name of the Entity Relation Amount Particulars of (Rs in loans, guarantees lakhs) and investments

Jet Lite (India) Subsidiary 24,215 Guarantee Limited company



Name of the Entity Purpose for which the loan, guarantee and investment are proposed to be utilised

Jet Lite (india) Limited Provided to Banks / Financial Institutions and Lessors / Service Providers

Loans given and Investments made are given under notes 14 and 15 to the Standalone Financial Statements.

17. Related Party Transactions

All related party transactions that were entered into during the Financial Year were on an arm's length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

All Related Party Transactions have been placed before the Audit Committee as also the Board for their approval.

The policy on Related Party Transactions as approved by the Board is available on the Company's website.

None of the Directors has any pecuniary relationships or transactions vis-a-vis the Company.

The particulars of contracts or arrangements with related parties referred to in Section 188(1), as prescribed in Form AOC - 2 of the rules prescribed under Chapter IX relating to Accounts of Companies under the Companies Act, 2013, is appended as "Annexure A".

18. Auditors

The Statutory Auditors, Deloitte Haskins & Sells LLP, Chartered Accountants, and Chaturvedi & Shah, Chartered Accountants, retire at the forthcoming Annual General Meeting. M/s. Chaturvedi & Shah, Chartered Accountants have confirmed their eligibility and willingness to accept office, if re-appointed.

As per the provisions of Section 139 (2)(b)(ii) read with Rule 6 of the Companies (Audit and Auditors) Rules, 2014, any audit firm which has been functioning as the Statutory Auditor of a Company for ten years or more cannot be re-appointed as the Statutory Auditor without a mandatory cooling off period of five consecutive years.

In order to comply with the requirements of the Companies Act, 2013 and to facilitate a smooth transition from the existing joint Statutory Auditors to the new Statutory Auditors it is proposed to appoint a new audit firm i.e M/s. BSR & Co. LLP, Chartered Accountants in place of M/s. Deloitte Haskins & Sells LLP, Chartered Accountants, thereby ensuring the Company is in compliance with Section Section 139 (2)(b)(ii) of the Companies Act, 2013, read with Rule 6 of the Companies (Audit and Auditors) Rules, 2014.

The re-appointment of M/s. Chaturvedi & Shah, (Chartered Accountants) and the appointment of M/s. BSR & Co. LLP as the Joint Statutory Auditors for the Financial Year 2015-16, forms part of the Notice of the said Annual General Meeting and the Resolution is recommended for your approval.

Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mr. Vijay Sonone, Practising Company Secretary (COP No. 7991) to undertake the Secretarial Audit of the Company. The Report of the Secretarial Auditor is annexed herewith as "Annexure B".

Reply to the observations in the Secretarial Audit Report :

The necessary forms for appointment of Key Managerial Personnel have been filed. The Company has also complied with the requirement of Woman Director by appointing Mrs. Anita Goyal on 8th April, 2015.

19. Vigil Mechanism / Whistle Blower Policy

The Company has a vigil mechanism and Whistle Blower Policy in place to deal with instance of fraud and mismanagement, if any. The details of the Policy are explained in the Corporate Governance Report and also posted on the website of the Company.

20. Transfer to Reserves

The Company has made no transfers to reserves during the Financial Year 2014-2015.

21. Extract of Annual Return

The details forming part of the extract of the Annual Return in Form MGT 9 is annexed herewith as "Annexure C".

22. Material changes and commitments affecting the financial position of the Company

There have been no material changes and commitments, if any, affecting the financial position of the Company which have occurred between the end of the Financial Year of the Company to which the Financial Statements relate and the date of the report.

23. Risk management policy and adequacy of internal financial controls

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. These are discussed at the meetings of the Audit Committee and the Board of Directors of the Company.

The Company's internal control systems with reference to the Financial Statements are adequate and commensurate with the nature of its business and the size and complexity of its operations. These are routinely tested by Statutory as well as Internal Auditors. Significant audit observations, if any and follow up actions thereon are reported to the Audit Committee.

24. Policy on Prevention of Sexual Harassment at Workplace

The Company has in place a Prevention of Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the workplace (Prevention, Prohibition & Redressal) Act, 2013, A committee has been set up to redress complaints received regarding sexual harassment. All employees (Permanent, contractual, temporary, trainees) are covered under this policy.

25. General Information

- The details of directors or key managerial personnel who were appointed or have resigned during the year;

Name Designation Date of Appointment

Mr Cramer Ball Chief Executive Officer 25th September, 2014

Mr Ravichandran Acting Chief Financial 24th February, 2015 Narayan Officer

Mr Dinesh Kumar Independent Director 1st November, 2014 Mittal

- During the Financial Year, no new Subsidiaries, joint ventures or associate companies were aqiured by the Company;

- There were no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company's operations in future;

26. Information relating to Section 197(12) & Rule 5 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014

The ratio of the remuneration of each director to the median employee's remuneration and other details in terms of sub-section 12 of Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

The ratio of the remuneration of each director to the median remuneration of the employees of the company for the Financial Year;

Director & Manager: 835,000 Employees: 1,365,033 Ratio: 1:1.63

(total wage cost / Average no of employees in the fiscal year)

The percentage increase in remuneration of each director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the Financial Year;

No increase has been undertaken for Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager.

The percentage increase in the median remuneration of employees in the Financial Year; 4.65%

The number of permanent employees on the rolls of company;

13,527 as on 31st March, 2015

The explanation on the relationship between average increase in remuneration and company performance;

- Arrears payments have been made to employees of the different categories as per the pre-defined agreement.

- Cost of Living and /inflations.

- Industry Median Mark.

- Retention of superior performers based on performance appraisal.

Comparison of the remuneration of the Key Managerial Personnel against the performance of the company;

We don't have a variable pay plan linking to the Company's performance with Incentive earnings.

Variations in the market capitalisation of the company, price earnings ratio as at the closing date of the current Financial Year and previous Financial Year and percentage increase over decrease in the market quotations of the shares of the company in comparison to the rate at which the company came out with the last public offer in case of listed companies, and in case of unlisted companies, the variations in the net worth of the company as at the close of the current Financial Year and previous Financial Year;

The Market Capitalisation as of 31st March, 2015 Rs. 55,446,882,642 as compared to Rs. 28,223,269,806 as of 31st March, 2014. The EPS as of 31st March, 2015 is Rs. (159.66) as compared to the EPS as of 31st March, 2014 of Rs. (381.30).

The Closing Price as of 31st March, 2015 was Rs. 488.10 as compared to Closing Price of Rs. 248.45 as of 31st March, 2014.

Average percentile increase already made in the salaries of employees other than the managerial personnel in the last Financial Year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration;

Employees 14.16% Managerial personnel 2.89%

Comparison of the each remuneration of the Key Managerial Personnel against the performance of the company;

The Company doesn't have any variable payment structure. The Company has been incurring consistent losses in the last few years.

The key parameters for any variable component of remuneration availed by the directors;

Not Applicable. We don't have a variable pay plan

The ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year; and

1:1.75

(The ratio is derived by considering the average of total gross salary of employees who are not directors but receive remuneration in excess of the highest paid director during the year)

Affirmation that the remuneration is as per the remuneration policy of the company.

Yes we confirm

27. Acknowledgements

Your Directors wish to place on record their appreciation for the support extended by the Company's General Sales Agents' and other members of the travel trade in furthering the interest of the Company.

Your Directors would like to thank the Government of India especially the Ministry of Civil Aviation, Ministry of Commerce and Industry and Ministry of Finance for having had the foresight to have introduced the historic liberalization measure permitting foreign airlines to invest in the equity of Scheduled and Non Scheduled passenger airlines in India.

Your Directors also take this opportunity to thank the Ministry of Civil Aviation, Government of India, the Directorate General of Civil Aviation, Airports Authority of India, Mumbai International Airport (Private) Limited, Delhi International Airport (Private) Limited, GMR Hyderabad International Airport Limited, Bangalore International Airport Limited, Cochin International Airport Limited and other airport operators for their support and co-operation. Your Directors are also grateful to the Ministry of Finance, Reserve Bank of India, National Stock Exchange of India Limited, BSE Limited, US Exim Bank, Export Credit Agencies, Financial Institutions and Banks, The Boeing Company, Airbus Industrie, Avion de Transport Regionale, General Electric, CFM, Pratt and Whitney, the other lessors of our aircraft and engines and all other vedors and service providers for their understanding and look forward to their continued support.

On behalf of the Board of Directors

Mumbai Naresh Goyal 29th May, 2015 Chairman


Mar 31, 2014

The Directors have pleasure in presenting their Twenty Second Annual Report together with the audited Statement of Accounts for the Financial Year ended 31st March, 2014.

1. Performance highlights

The financial and operating highlights for the year under review, compared with the previous Financial Year, are given below:

Financial highlights

(Rs. in lakhs)

Particulars Standalone for year Consolidated for year

ended 31st March ended 31st March 2014 2013 2014 2013

GROSS REVENUE 1,771,347 1,740,317 1,944,530 1,940,920 (Loss) / Profit before Interest, Depreciation,

Exceptional Items & Tax (107,307) 145,351 (145,002) 124,894

Finance Costs 99,716 111,898 108,360 119,429 (Loss) / Profit before Deprecia tion, Exceptional

Items & Tax (207,023) 33,453 (253,362) 5,465

Depreciation 87,575 92,657 87,778 92,935

Loss before Exceptional Items & Tax (294,598) (59,204) (341,140) (87,470)

Exceptional Items (Net) (72,199) 10,654 (71,739) 9,612

Loss before Taxation & Adjustments (366,797) (48,550) (412,879) (77,858)

(Excess) / Provision for Tax (12) - (12) 122

Share of (Loss) in Associate - - (109) -

Loss after Taxation (366,785) (48,550) (412,976) (77,980)

Loss brought forward (244,099) (195,549) (392,727) (314,747)

Amount transfe rred to Balance Sheet (610,884) (244,099) (805,703) (392,727)

Note: 1 lakh = 100,000

Operating highlights

Operating parameters Year ended 31st March

2014 2013

Departures (Number 173,723 169,254

Available Seat Kilometers (ASKMs) (Million) 38,064 37,428

Revenue Passenger Kilometers (RPKMs) (Million) 29,747 29,502

Passenger Load Factor (%) 78.2 78.8

Revenue Passengers (Number) 17,218,833 16,854,438

Average fleet size 93.0 94.7

2. Dividend

The Board of Directors have not recommended any dividend on the Equity Shares in view of the performance of the Company for the Financial Year ended 31st March, 2014 (Previous year: Nil per Equity Share).

3. Review of Operations

The Company has reported a consolidated Loss After Tax of Rs. 412,976 lakhs in fiscal 2014, but achieved passenger growth of 2 % in the same period. The losses incurred by the Company were essentially due to:

a) Depreciating rupee vis-à-vis the US dollar

b) Increase in crude oil prices

c) Instances of surplus aircraft which were on ground

d) Non-cash extraordinary write down of Rs. 93,601 lakhs

e) Impairment of goodwill of Rs. 70,000 lakhs

f) Frequent, aggressive price war strategy initiated by certain low cost airlines players

The consolidated operating loss excluding non-cash extraordinary write down, impairment of goodwill and cost of surplus aircraft on ground aggregates Rs. 207,518 lakhs.

Your Company, on its part, has taken various initiatives to improve its operating efficiency and revenue earning potential to bring down the breakeven load factor. We are committed to take stringent measures to ensure our success in this challenging and competitive aviation industry. In order to secure long term future, we are taking measures such as putting in place a new network and fleet plan, significant product enhancement and major cost reduction programme. There can be no short-term solutions and these changes will take time to implement.

Your Company is continuously looking at cost reduction initiatives, discontinuing all loss making routes, renegotiating major contracts including aircraft maintenance costs and other efficiency enhancement measures which will help us to bring down costs which are key to overall turnaround of the Company.

Additionally, we are focusing on exploring various avenues to enhance ancillary revenues such as seat select, prepaid excess baggage, prepaid meals, paid lounge access, unaccompanied minors to name a few, through all its distribution channels.

After seeking your approval, your Company transferred its frequent flyer programme to its subsidiary - Jet Privilege Private Limited. Subsequently Jet Privilege Private Limited ceased to be a subsidiary of the Company with effect from 24th March, 2014. This will enable us to better manage our loyalty programme and help customers avail more benefits out of it, including earn and burn on the Etihad Global loyalty programme.

On 20th November 2013, Etihad infused equity of Rs. 2,058 crores (circa US$ 380 Million) for the acquisition of 24% strategic stake in your Company. The approval accorded by Govt. of India to a number of code share segments between the Company and Etihad Airways PJSC allows a greater access to a number of European and North-American destinations currently not operated by the Company. This will offer Company''s customers better international connectivity through either non-stop on Jet''s services or through one stop combined with Etihad Airways'' partner Airlines'' network.

Whilst on one hand, your Company is upgrading and repositioning itself based on its own operational strengths, on the other hand, it will exploit and capitalize on synergies arising from its alliance with Etihad as a strategic partner. Common areas of benefits include joint sourcing of aircraft and equipment, sharing of best practices, co-ordination of flights, leasing of spare aircraft, joint procurement of fuel and other services etc. resulting in cost savings for both the airlines. Through effective renegotiation of contracts, your Company is targeting to achieve major cost savings in excess of USD 100 million.

The domestic traffic in India increased by 5% for Fiscal year 2014. This was a significant improvement as compared to a 5% contraction in the corresponding previous year. Over the next few years, we expect the domestic aviation market to grow at around 2 to 2.5 times of GDP growth. However, there will be short term challenges to grow profitably because of the cost intensive aviation infrastructure in India and the high regulatory operating costs.

The Company carried 172.18 lakhs revenue passengers on its international and domestic services during the year under review. The Company''s domestic passenger traffic for the year under review grew by 1% as compared to a reduction of 4% last year while international passenger traffic registered an increase of 6%, as compared to an increase of 0.3% last year.

The Company ended the financial year with a system-wide seat factor of 78.2%. The seat factor was 70.6% on domestic sectors and 82.2% on the international sectors.

Details of routes introduced and discotinued during the Financial Year ended 31st March, 2014 are as follows:

Routes Introduced Discontinued

Domestic Segment

Ahmedabad-Jaipur- Ahmedabad 1st May, 2013

Goa-Chennai-Goa 1st May, 2013

Bengaluru-Vijayawada- Bengaluru 25th July, 2013 27th February, 2014

Kochi-Tiruchirappalli -Kochi 25th July, 2013 27th February, 2014

Bengaluru-Indore -Bengaluru 27th October, 2013

Indore-Vadodara-Indore 15th January, 2014

Kochi-Hyderabad-Kochi 4th April, 2013

Bhopal-Hyderabad-Bhopal 30th April, 2013

Kolkata-Raipur-Kolkata 30th April, 2013

Indore-Lucknow-Indore 30th April, 2013

Indore-Raipur-Indore 30th April, 2013

Lucknow-Patna-Lucknow 30th April, 2013

Kolkata-Dimapur-Kolkata 31st May, 2013

Hyderabad-Vijayawada-Hyderabad 30th September, 2013

Mumbai-Bhubaneswar-Mumbai 25th October, 2013

Bengaluru-Bhubaneswar-Bengaluru 26th October, 2013

Kolkata-Bhubaneswar-Kolkata 26th October, 2013

Indore-Jaipur-Indore 14th January, 2014

Jammu-Srinagar-Jammu 14th January, 2014

Kolkata-Lucknow-Kolkata 28th February, 2014

Kolkata-Chennai-Kolkata 29th March, 2014

Hyderabad-Tirupati-Hyderabad 29th March, 2014

International Segment

Kochi-Abu Dhabhi-Kuwait -Abu Dhabi-Kochi 16th May, 2013

Kochi-Dammam-Kochi 15th January, 2014

Chennai-Abu Dhabi-Dammam -Abu Dhabi-Chennai 15th January, 2014

Hyderabad-Abu Dhabi -Hyderabad 1st March, 2014

Bengaluru-Abu Dhabi -Bengaluru 1st March, 2014

Chennai-Colombo-Chennai 3rd January, 2014

Kolkata-Bangkok-Kolkata 31st March, 2014

Fleet

As on 31st March, 2014, the Company had a fleet of 101 aircraft, comprising 8 Airbus A330-200 aircraft, 4 Airbus A330-300 aircraft, 15 ATR 72-500 aircraft, 3 ATR 72-600 aircraft, 61 Next Generation Boeing 737-700/800/900/900ER aircraft and 10 Boeing 777-300ER aircraft. With an average fleet age of 5.3 years, the airline has one of the youngest aircraft fleets in the world.

Of the 10 Boeing 777-300ER aircraft, 3 aircraft have been sub leased (on a wet lease/ACMI basis) to Turkish Airlines Inc. and 2 aircraft have been sub (dry) leased to Etihad Airways PJSC. Additionally, 3 Airbus A330-200 aircraft have been sub (dry) leased to Etihad Airways PJSC.

The Company flies to 56 domestic destinations (includes flights operated by Jet Lite (India) Limited, the Company''s wholly owned subsidiary) and 20 international destinations.

4. Management Discussion and Analysis

As required by Clause 49 of the Listing Agreement(s) entered into with the Stock Exchanges, a detailed review by the Management of the operations, performance and future outlook of the Company and its business, is presented in a separate section - Management Discussion and Analysis - forming part of this Annual Report.

5. Subsidiary Companies

Jet Lite (India) Limited (Jet Lite)

Jet Lite (India) Limited is a wholly owned subsidiary which was acquired by the Company on 20th April, 2007.

Jet Lite is a non-material, non-listed subsidiary company as defined under Clause 49 of the Listing Agreement(s) entered into with the Stock Exchanges.

For the Financial Year ended 31st March, 2014, Jet Lite posted a total income ofRs. 176,364 lakhs (2012-13 : Rs. 201,136 lakhs) and a Net Loss of Rs. (42,931) lakhs (2012-13: Rs. (29,532) lakhs). On 24th March, 2014, the 290,000,000 Compulsorily Fully Convertible Non-Cumulative Preference Shares were converted into Equity shares as per the terms of their issue. In view of the loss, the Board of Directors of Jet Lite has not recommended a dividend; neither on the Equity Shares nor on the Compulsorily Fully Convertible Non-Cumulative Preference Shares for the year ended 31st March, 2014 (Previous Year : Nil). The Company continues to support the operations of Jet Lite.

The highlights of the operating performance of Jet Lite for the Financial Year ended 31st March, 2014 are as follows:

Traffic parameters Year ended 31st March

2014 2013

Departures (Number) 31,986 38,160

Available Seat Kilometers (ASKMs) (Million) 3,937 4,566

Revenue Passenger Kilometers (RPKMs) (Million) 2,862 3,416

Passenger Load Factor (%) 72.7 74.8

Revenue Passengers (Numbers) 3,308,533 3,871,414

As on date, Jet Lite had an all Boeing fleet of 12 aircraft, comprising 5 Boeing 737-700, 5 Boeing 737-800 and 2 Boeing 737-900 ER aircraft.

Jet Privilege Private Limited (JPPL)

For the Financial Year ended 31st March, 2014, JPPL posted a total income ofRs. 574 lakhs (2012-13 : Rs. 159 lakhs) and a Net Loss of Rs. (3,368) lakhs (2012-13: Net Profit of Rs. 103 lakhs).

With a view to unlock the value of the business of operating a frequent flyer, loyalty and points-based reward scheme under the name Jet Privilege Frequent Flyer Programme ("JPFFP") and subsequent to the approval of the Members obtained by way of Postal Ballot, in March 2014, the Company transferred the JPFFP to JPPL on 21st April, 2014,

During the year, the Company and Etihad Airways PJSC agreed to promote the business of JPPL and to invest in JPPL.

Accordingly, fresh shares were inter alia allotted to the Company and Etihad Airways PJSC taking their holding to 49.% and 50.1% respectively in JPPL.

JPPL thus ceased to be a subsidiary of the Company with effect from 24th March, 2014.

Jet Airways Training Academy Private Limited (JATPL)

JATPL continues to be a subsidiary of the Company. For the Financial Year ended 31st March, 2014, JATAPL posted a total income ofRs. NIL lakhs (2012-13 : Rs. NIL lakhs) and a Net Loss of Rs. (1) lakhs (2012-13: Rs. (1) lakhs).

Pursuant to the provisions of Section 212(8) of the Companies Act, 1956, and Circular No. 2/2011 dated 8th February, 2011, issued by the Ministry of Corporate Affairs, the Balance Sheet, Statement of Profit and Loss and other documents of the subsidiary companies are not being attached with this Report. However, a statement containing brief financial details of the Company''s subsidiaries is included in the Annual Report.

The Company will make available copies of the Annual Accounts of the subsidiary companies and the related detailed information, free of cost to Members, on request. The same are also available for inspection at the Registered Office between 10 a.m. and 12 noon on any working day of the Company till the date of the 22nd Annual General Meeting on 11th August, 2014.

The subsidiary companies are managed by their respective Boards. The Company does not have any material unlisted subsidiary and hence is not required to nominate an independent director of the Company on the Board of the subsidiary companies.

6. Consolidated Financial Statements

The audited Consolidated Financial Statements, comprising of the Company and its subsidiaries form part of this Report. The Auditors'' Report on the Consolidated Accounts is also attached. The same is unqualified. The Consolidated Accounts have been prepared in accordance with the Accounting Standards prescribed by the Institute of Chartered Accountants of India in this regard and the provisions of the Listing Agreement(s) entered into with the Stock Exchanges

7. Conservation of energy, technology absorption and foreign exchange earnings and outgo

Particulars, as prescribed by Section 217(1)(e) of the Companies Act, 1956, read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, 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

The Company is committed to improving the fuel efficiency of its aircraft operations. Key initiatives in our fuel efficiency improvement program consist of efforts such as Integrated Emissions Management System; renewal of our aircraft fleet to ensure that the aircraft in operation are as technologically advanced and fuel-efficient as possible; Flight operations procedures that reduces fuel burn; route planning procedures to enable our planes fly the most fuel-efficient routes possible; maintenance programs for both airframes and engines that ensure operational efficiency and enhance fuel efficiency and use of lightweight crockery, cargo containers, and other aircraft modifications that minimize the weight of the aircraft.

Our culture of operating fuel efficiency has been embedded since our inception and has been part of the airline''s standard operating procedures. Improving fuel efficiency of our aircraft operations has enabled us to offer competitive service to our customers. Improvement in fuel efficiency has been a team effort. Various teams within the Company work on implementing innovative initiatives for improving fuel efficiency. Our efforts have allowed us to operate our aircraft in a highly efficient manner, and to a certain extent, play a part in buffering against adverse conditions such as rising fuel prices. Not only does this save us money, it also helps us to reduce our environmental impact. Energy conservation in our establishments is an ongoing activity. We have ensured that the best practices are in place for preventive maintenance of buildings and equipment. Integrated approach to maintenance and management helps yield ongoing energy savings.

Technology absorption

Training of Pilots

Simulator training for pilots operating Boeing 737, Boeing 777 and Airbus 330 aircraft continued to be provided at the Company''s Simulator Complex at Mumbai under the supervision of the Company''s own instructors. The surplus capacities of the simulators were also used by other airlines both domestic and international ailines thereby generating valuable revenue.

Technology and e-Commerce initiatives

With a constant focus on using innovative technology towards creating enhanced customer value, Jet Airways launched its state of the art mobile app on Android, iOS and Blackberry. The mobile app provides guests with the option to book tickets, manage their JetPrivilege Account, check flight status, avail special offers and more. The company also introduced the option of booking JetEscapes Holidays on jetairways.com to provide leisure travelers a seamless experience to book all inclusive holiday packages at their convenience.

In the coming year the organization will implement a highly enhanced self check-in service across the web and mobile platform that will allow guests to seamlessly check-in on the go. The airline also aims to improve its online user

experience with a revamp of its current website and infrastructure designed to provide a whole new experience using modern technology.

In June 2013, the Company migrated to Sabre SSCI departure control system. This has many enhanced features compared to the earlier system. We also upgraded the Sabre system to the version that is fully compliant with IATA EMD guidelines. In February 2014 we migrated the international operations to the new T2 terminal of Mumbai airport. The entire migration activity went through smoothly without any issues. We have embarked on a project to completely revamp the IT infrastructure for the Company''s website and booking engine. This would result in far better scalability, security and uptime.

Foreign Exchange earnings and outgo

The details of Foreign Exchange earnings and outgo are given under the Notes to Accounts.

8. Environment, Health and Safety (EHS)

The following steps have been taken by the Company towards improvement of environment, health and safety:

1. Education and training employees to be constantly aware about EHS elements.

2. Conduct of EHS campaign & competition, routine participative, communicative and consultative exercises.

3. Monitor of EHS compliance by individual - EHS rules enforcement and compliance, using various audits and reporting tools.

4. Explore technological and engineering interventions to eliminate, reduce and mitigate any EHS related hazards, and endeavor to demonstrate it objectively.

5. Reducing significant EHS risk where "significant" is understood to loss of life, serious personal injury, major environmental impacts, and major damage to assets.

6. Promoting continuous improvement in EHS performance and management systems effectiveness, where "performance" is understood to mean actual measured EHS outcomes/results, and "effectiveness" relates to the ability of the local systems to help reduce business-operating costs or otherwise improve the quality, speed and cost of EHS delivery.

9. Fixed Deposits

The Company has not accepted any Fixed Deposits from the public during the Financial Year ended 31st March, 2014.

10. Corporate Governance

A separate section on Corporate Governance and a certificate from the Auditors on the Corporate Governance requirements as stipulated in Clause 49 of the Listing Agreement(s) entered into with the Stock Exchanges, form part of this Annual Report.

The declaration by the Director and Manager regarding compliance with the Code of Business Conduct and Ethics forms part of the Report on Corporate Governance.

11. Corporate Social Responsibility

The Company runs an in-flight collection programme called ''Magic Box'' in association with the non-governmental organisation (NGO), Save the Children India (STCI). The funds raised through the Magic Box programme are utilised for relief work involving natural calamities such as earthquakes as well as education and healthcare for the underprivileged children and women. It also contributes significantly in the fight against trafficking of women and children.

In its constant endeavour to facilitate empowerment of women, the Company organises an an in-flight fund raising drive prior to the 8th March each year. The funds collected are donated to select NGOs working primarily for the upliftment and empowerment of underprivileged women.

On the occasion of Children''s Day on 14th November each year, the Company organises "Flights of Fantasy" for approximately 100 underprivileged children. Under this unique initiative, these children are introduced to the world of aviation, which is both informative as well as an educational experience for them.

As required under Section 135 of the Companies Act, 2013, the Board of Directors of the Company has constituted the Corporate Social Responsibility Committee which consists of Mr. Gaurang Shetty, Mr. Javed Akhtar and Mr. Naresh Goyal as its Members.

12. Employees

Your Directors particularly acknowledge the selfless untiring efforts, whole-hearted support and co-operation of the employees at all levels. Our industrial relations continue to be cordial.

The total number of permanent employees of the Company as on 31st March, 2014, was 13,256 (as on 31st March, 2013: 12,082).

Information in accordance with the provisions of Section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975, as amended, forms part of this Annual Report. However, as per the provisions of Section 219(1)(b)(iv) of the Companies Act, 1956, this Report and Accounts are being sent to all the Members of the Company, excluding the Statement of Particulars of Employees under Section 217(2A) of the Companies Act, 1956. Members may inspect the said Statement at the Registered Office of the Company between 10 a.m. and 12 noon on any working day of the Company

13. Directors'' Responsibility Statement

As required under Section 217(2AA) of the Companies Act, 1956, your Directors confirm that:

- in the preparation of the Annual Accounts for the year ended 31st March, 2014, the applicable accounting standards have been followed;

- appropriate accounting policies have been selected and applied consistently and such judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2014 and of the loss of the Company for the year ended on that date;

- proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

- the Annual Accounts have been prepared on a going concern basis.

14. Directors

Mr. Gaurang Shetty, Director retires by rotation at the forthcoming Annual General Meeting and being eligible, has offered himself for re-appointment.

The re-appointment of Mr. Gaurang Shetty form part of the Notice of the forthcoming Annual General Meeting and the Resolution is recommended for your approval.

Mr. James Hogan and Mr. James Rigney were appointed as Additional Directors of the Company with effect from 20th November, 2013, and they shall hold office up to the date of the ensuing Annual General Meeting. The Company has received requisite notice in writing from a member proposing appointment of Mr. James Hogan and Mr. James Rigney as Directors of the Company.

The Company has received requisite notices in writing from Members proposing the appointment of Mr. Aman Menta, Mr. Javed Akhtar and Mr. I M Kadri as Independent Directors of the Company.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013, and under Clause 49 of the Listing Agreement with the Stock Exchanges.

The profiles of these Directors, as required by Clause 49 of the Listing Agreement(s) entered into with the Stock Exchanges, are given along with the Notice of the Annual General Meeting.

15. Auditors

The Statutory Auditors, Deloitte Haskins & Sells LLP, Chartered Accountants, and Chaturvedi & Shah, Chartered Accountants, retire at the forthcoming Annual General Meeting and have confirmed their eligibility and willingness to accept office, if re-appointed. Their re-appointment as the Joint Statutory Auditors for the Financial Year 2014-15, forms part of the Notice of the said Annual General Meeting and the Resolution is recommended for your approval.

16. Acknowledgements

Your Directors place on record their appreciation of the Company''s General Sales Agents'' and other members of the travel trade for their efforts in furthering the interest of the Company.

Your Directors would like to thank the Government of India especially the Ministry of Civil Aviation, Ministry of Commerce and Industry and Ministry of Finance for having had the foresight to have introduced the historic liberalization measure permitting foreign airlines to invest in the equity of Scheduled and Non Scheduled passenger airlines in India.

Your Directors also take this opportunity to thank the Ministry of Civil Aviation, Government of India, the Directorate General of Civil Aviation, Airports Authority of India, Mumbai International Airport (Private) Limited, Delhi International Airport (Private) Limited, GMR Hyderabad International Airport Limited, Bangalore International Airport Limited, Cochin International Airport Limited and other airport companies for their support and co-operation. Your Directors are also grateful to the Ministry of Finance, Reserve Bank of India, National Stock Exchange of India Limited, BSE Limited, US Exim Bank, Financial Institutions and Banks, Boeing Company, Avion de Transport Regionale, Airbus Industrie, General Electric, CFM and Pratt and Whitney and the lessors of our aircraft and engines for their understanding and look forward to their continued support.

On behalf of the Board of Directors

Mumbai Naresh Goyal

4th July, 2014 Chairman


Mar 31, 2013

Dear Members,

The Directors have pleasure in presenting their Twenty First Annual Report together with the audited Statement of Accounts for the financial year ended 31st March, 2013.

1. Performance highlights

The financial and operating highlights for the year under review, compared with the previous financial year, are given below :

Financial highlights

(Rs. in lakhs) Particulars Standalone for year Consolidated for year ended 31st March ended 31st March

2013 2012 2013 2012

GROSS REVENUE 1,740,317 1,517,308 1,940,920 1,706,704

Profit before Interest, Depreciation, Exceptional Items & Tax 145,351 58,259 124,894 33,733

Finance Costs 111,898 97,123 119,429 100,579

(Loss) / Profit before Depreciation, Exceptional Items & Tax 33,453 (38,864) 5,465 (66,846)

Depreciation 92,657 93,988 92,935 94,462

(Loss) / Profit before Exceptional Items & Tax (59,204) (132,852) (87,470) (161,308)

Exceptional Items 10,654 7,319 9,612 17,316

(Loss) / Profit before Taxation & Adjustments (48,550) (125,533) (77,858) (143,992)

Provision for Tax - 1,440 122 1,384

Deferred Tax - (3,363) - (3,363)

(Loss) / Profit after Taxation (48,550) (123,610) (77,980) (142,013)

Profit / (Loss) brought forward (195,549) (71,939) (314,747) (172,734)

Amount available for Appropriation (244,099) (195,549) (392,727) (314,747)

Transfer to Balance Sheet (244,099) (195,549) (392,727) (314,747)

Note : 1 lakh = 100,000

Operating highlights

Operating parameters Year ended 31st March

2013 2012

Departures (Number) 1,69,254 175,646

Available Seat Kilometers (ASKMs) (Million) 37,428 38,643

Revenue Passenger Kilometers (RPKMs) (Million) 29,502 30,643

Passenger Load Factor (%) 78.8 79.3

Revenue Passengers (Number) 16,854,438 17,305,290

Average fleet size 94.7 98.0

2. Dividend

The Board of Directors have not recommended any dividend on the Equity Shares in view of the performance of the Company for the financial year ended 31st March, 2013 (Previous Year : Nil per Equity Share).

3. Review of Operations

The year under review continued to be challenging one for your Company due to sluggish economic scenario resulting into slump in demand by around 5%.

In the 1st half of the financial year, domestic industry was going through a turbulent time due to high costs and excess capacity environment which was a spillover from the previous year. This caused financial strain on airlines resulting in domestic capacity reducing in the 2nd half of the year. Capacity induction in the 2nd half slowed down, helping the airlines to maintain higher yields. However, airlines were not able to pass on increase in costs fully to the passengers. All these have resulted into industry posting losses once again in this year.

According to CAPA''s latest estimate, losses for the domestic industry as a whole for the year ended 31st March 2013, is estimated around US$ 1.65 Billion dollars.

There were other major events which impacted the business which included :

a) The weakening of the Indian Rupee vis-a-vis the United States Dollar

b) Increase in crude oil prices and resultant price of ATF, which forms close to 40% of our operating costs

c) Significant increases in Landing & Navigation charges at key metros

d) Weak economy leading to the hardening of interest rates and also made it difficult for airlines to raise short term / working capital debt

During the year slowdown in demand has resulted in capacity reduction, which has resulted in aircraft on ground. Few of them were redeployed to profitable routes in international sectors.

The impact of aircraft on ground for the year was Rs. 1,889 Million (US$ 34.8 Million).

Your Company, on its part, has taken various initiatives to improve its operating efficiency and revenue earning potential to bring down the breakeven load factor.

Initiatives such as discontinuing loss making routes, Sale / Sale and lease back of aircraft / slots, renegotiation of major contracts including aircraft maintenance, ground handling, selling and distribution costs, etc. have been either implemented or in the process of being implemented. We are confident that these measures will help us to bring down the breakeven load factor. Your Company has started focusing on increasing various avenues of ancillary revenues.

In order to help strengthen its balance sheet and strategize sustained profitable growth, your Company will be inking a deal with Etihad Airways PJSC which will bring immediate revenue growth and cost synergy opportunities for both the airlines.

The domestic traffic growth in India reduced by 5% for Fiscal year 2013 and over the next few years; we expect the domestic aviation market to grow at around 2 to 2.5 times of GDP growth. However, there will be short term challenges to grow profitably because of high operating costs which need to be passed on to the passenger.

For Jet Airways, the domestic passenger traffic for the year under review went down by 4% as compared to the same period last year while international passenger traffic registered an increase of 0.3%.

The Company ended the financial year with a system-wide seat factor of 72.6% on the domestic and 82.2% on the international sectors.

The Company carried 168.54 lakhs revenue passengers on its international and domestic services during the year under review.

Routes

The details of the routes introduced and discontinued during the financial year ended 31st March, 2013 are as follows :

Fleet

As on 31st March, 2013, the Company had a fleet of 95 aircraft, comprising 10 Boeing 777-300 ER aircraft, 10 Airbus A330-200 aircraft, 3 Airbus A330-300 aircraft, 54 Next Generation Boeing 737-700/800/900/900ER aircraft, 17 modern ATR 72-500 Turboprop aircraft and 1 ATR 72-600 aircraft. With an average fleet age of 5.40 years, the airline has one of the youngest aircraft fleets in the world.

Of the 10 B777-300ER aircraft, 5 aircraft have been sub-leased to Thai Airways International Public Company Limited ("Thai Airways"). The lease in respect of these aircraft expires between May, 2013 and November, 2013.

The Company flies to 55 domestic destinations (includes flights operated by Jet Lite (India) Limited, the Company''s wholy owned subsidiary) and 20 International destinations.

4. Management Discussion and Analysis

As required by Clause 49 of the Listing Agreement(s) entered into with the Stock Exchanges, a detailed review by the Management of the operations, performance and future outlook of the Company and its business, is presented in a separate section - Management Discussion and Analysis, forming part of this Annual Report.

5. Subsidiary Company

Jet Lite (India) Limited (''Jet Lite'') is a wholly owned subsidiary which was acquired by the Company on 20th April, 2007.

Jet Lite is a non-material, non-listed subsidiary company as defined under Clause 49 of the Listing Agreement(s) entered into with the Stock Exchanges.

For the financial year ended 31st March, 2013, Jet Lite posted a total income of Rs. 201,136 lakhs (2011-12 : Rs. 190,386 lakhs) and a Net Loss of Rs. 29,532 lakhs (2011-12 : Rs. 18,403 lakhs). In view of the loss, the Board of Directors of Jet Lite has not recommended a dividend; neither on the Equity Shares nor on the Compulsorily Fully Convertible Non-Cumulative Preference Shares for the year ended 31st March, 2013 (Previous Year : Nil). The Company continues to support the operations of Jet Lite.

The highlights of the operating performance of Jet Lite for the financial year ended 31st March, 2013 are as follows :

Traffic parameters Year ended 31st March

2013 2012

Departures (Number) 38,160 41,992

Available Seat Kilometers (ASKMs) (Million) 4,566 5,829

Revenue Passenger Kilometers (RPKMs) (Million) 3,416 4,543

Passenger Load Factor (%) 74.8 77.9

Revenue Passengers (Numbers) 3,871,414 4,794,658

As on 31st Mach 2013, Jet Lite had an all Boeing fleet of 15 aircraft, comprising 7 Boeing 737-700, 6 Boeing 737-800 and 2 Boeing 737-900 ER aircraft.

New Subsidiaries :

The Company acquired 100% of the Share Capital of Jet Privilege Private Limited on 5th December, 2012, a marketing services company engaged in the business of managing reward points and loyalty programs for its program partners with a view to transform the JetPrivilege programme into a larger retail-based coalition loyalty program and through its operations unlock greater commercial value.

Jet Airways Training Academy Private Limited was incorporated on 14th December, 2012, as a 100% wholly owned subsidiary to function as an academy to impart training to the crew of different airlines as well as individuals who desire to pursue a career in aviation. It will also provide training in other related fields like hospitality, travel and tourism, etc.

Pursuant to Circular No. 2/2011 dated 8th February, 2011, issued by the Ministry of Corporate Affairs read with the provisions of Section 212(8) of the Companies Act, 1956, the Balance Sheet, Statement of Profit and Loss and other documents of the subsidiary companies are not being attached with this Report. However, the financial information of the subsidiary companies is disclosed in the Annual Report in compliance with the said circular.

The Company will make available copies of the Annual Accounts of the subsidiary companies and the related detailed information, free of cost to Members, on request. The same are also available for inspection at the Registered Office of the Company between 10 a.m. and 12 noon on any working day of the Company.

The subsidiary companies are managed by their respective Boards which have the rights and obligations to manage them in the best interest of their stakeholders. The Company does not have any material unlisted subsidiary and hence is not required to nominate an independent director of the Company on the Board of the subsidiary companies.

6. Consolidated Financial Statements

The audited Consolidated Accounts and Cash Flow Statement, comprising of the Company and its subsidiaries form part of this Report. The Auditors'' Report on the Consolidated Accounts is also attached. The same is unqualified. The Consolidated Accounts have been prepared in accordance with the Accounting Standards prescribed by the Institute of Chartered Accountants of India in this regard and the provisions of the Listing Agreement(s) entered into with the Stock Exchanges.

7. Conservation of energy, technology absorption and foreign exchange earnings and outgo

Particulars, as prescribed by Section 217(1)(e) of the Companies Act, 1956, read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, 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

Fuel is a major component in the cost of operations for an airline. With the industry growing at a high rate year-on-year, there is an increased need for improving the efficiency of operations through commercial and fuel optimisation measures. The Company''s Integrated Emission Management System (IEMS) uses advanced analytics to accurately analyse and estimate aircraft fuel consumption and load, thus allowing the airline to optimise the usage of aviation turbine fuel and improve commercial loads. The system drills down into many sources of data and can analyse at the aircraft level. The IEMS covers all flight operations undertaken by the Company.

The Company''s fuel plan seeks to assess, formulate and promote fuel optimisation initiatives. Our pilots apply, as often as possible, the most fuel-efficient procedures, without compromising on flight safety. These include continuous ascent and descent approach procedures, optimum flight altitude levels and speed, continuous route optimisation based on the latest weather data and taxiing with optimum use of engines. We also continue to implement world-class fuel efficiency improvement measures such as Required Navigation Performance (RNP) implementation at select stations and use of lightweight crockery, cargo containers and reduction of operator''s items.

Energy conservation is an ongoing activity and we have ensured that the best practices are in place for preventive maintenance of buildings and equipment. The integrated approach to maintenance and management helps yield ongoing energy savings. We have implemented a number of initiatives pertaining to maintenance and operation of buildings, equipment upgradation, employee awareness campaigns and energy audits.

Technology absorption Training of Pilots

Simulator training for pilots operating Boeing 737, Boeing 777 and Airbus 330 aircraft continued to be provided at the Company s Simulator Complex at Mumbai under the supervision of the Company s own instructors. The surplus capacities of the simulators were also used by other airlines both domestic and international ailines thereby generating valuable revenue.

Information Technology and e-Commerce initiatives

As the Company enters its third decade of operations, it has strengthened its focus on creating differentiating products and services to stay ahead in a competitive and challenging environment. Jet Airways has strategically set up a joint Innovation Council in partnership with International Business Machines Corporation (IBM), to create smarter, faster and personalised self-service, digital and social media solutions to enhance customer service and engagement.

The Company set a record milestone by becoming the first airline in India to garner 1 Million fans on facebook. The Company also launched India''s first native airline mobile application for Windows Phone and applications for Android, iPhone and BlackBerry phones will soon follow. In the coming year, the Company aims to use new technology to increase its ancillary revenue and also leverage cloud computing which entails several benefits like infrastructure flexibility, scalability, cost control and improved performance and productivity.

Foreign Exchange earnings and outgo

The details of Foreign Exchange earnings and outgo are given under the Notes to Accounts.

8. Environment, Health and Safety (EHS)

Continuous improvement is the main focus throughout Jet Airways and is integral to its EHS program. Good performance in the field of environment, health and safety is a prerequisite for effective, profitable operation.

Employee Safety : Safety Management System (SMS) has been implemented in the organization this year after a thorough training to all employees. Training on EHS is a continuous program and is a part of induction training. An enhanced hazard identification process was a main driver for the improved safety. There was no major / fatal accident occurred during the financial year 2012-13.

Employee wellness : To improve employee health and wellness and long-term employee health all engineering staff had undergone a medical check-up, carried out by a group of doctors registered under the Factories Act 1948.

Chemical Safety : Utmost care is taken to prevent any hazard from chemicals. Material Safety Data Sheet (MSDS) is strictly followed at all places where chemicals are used. Waste and hazardous chemicals are recycled through pollution control vendors. Air samples are tested in laboratories to check the impurity levels as assigned by Pollution Control Board.

9. Fixed Deposits

The Company has not accepted any Fixed Deposits from the public during the financial year ended 31st March, 2013.

10. Corporate Governance

We adhere to the principles of Corporate Governance as mandated by the Securities and Exchange Board of India and have complied with all the mandatory requirements. The non-mandatory requirements have been complied with to the extent practical and applicable.

A separate section on Corporate Governance and a certificate from the Auditors confirming compliance with the Corporate Governance requirements as stipulated in Clause 49 of the Listing Agreement(s) entered into with the Stock Exchanges, forms part of this Annual Report.

The Acting Chief Executive Officer''s declaration regarding compliance with the Code of Business Conduct and Ethics forms part of the Report on Corporate Governance.

11. Corporate Social Responsibility

Since 1997, the Company has in place an in-flight fund collection programme called ''Magic Box'' on all its domestic flights. The collections help support children most ''at risk'' in our society as also those with special needs.

Each year, the Company celebrates International Women''s Day (8th March) to salute the independent woman and her continuous endeavour for an equitable social milieu to live and work in. To commemorate this event, an in-flight fund raising drive is organised, the proceeds of which are donated to select NGOs working primarily for the upliftment and empowerment of underprivileged women.

On the occasion of Children''s Day on 14th November every year, the Company organises "Flights of Fantasy" for underprivileged children. Under this unique initiative, children are introduced to the world of aviation, which is both informative as well as an educational experience for them.

As a responsible corporate citizen, the airline extends its support during natural calamaties by making donations, operating additional flights and carrying of relief material to help those affected.

12. Employees

Your Directors particularly acknowledge the selfless untiring efforts, whole-hearted support and co-operation of the employees at all levels. Our industrial relations continue to be cordial.

The total number of permanent employees of the Company as on 31st March, 2013, was 12,082 (as on 31st March, 2012 : 12,849).

Information in accordance with the provisions of Section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975, as amended, forms part of this Annual Report. However, as per the provisions of Section 219(1) (b)(iv) of the Companies Act, 1956, this Report and Accounts are being sent to all the Members of the Company, excluding the Statement of Particulars of Employees under Section 217(2A) of the Companies Act, 1956. Members may inspect the said Statement at the Registered Office of the Company between 10 a.m. and 12 noon on any working day of the Company

13. Directors'' Responsibility Statement

As required under Section 217(2AA) of the Companies Act, 1956, your Directors confirm that :

- in the preparation of the Annual Accounts for the year ended 31st March, 2013, the applicable accounting standards have been followed;

- appropriate accounting policies have been selected and applied consistently and such judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2013, and of the loss of the Company for the year ended on that date;

- proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

- the Annual Accounts have been prepared on a going concern basis.

14. Directors

Due to sad demise of Mr. Yash Raj Chopra, he ceased to be a Director of the Company with effect from 21st October, 2012. The Board of Directors places on record its gratitude for Mr. Chopra''s loyal and dedicated contribution to the Company.

Mr. Victoriano P. Dungca and Mr. Aman Mehta retire by rotation at the forthcoming Annual General Meeting and being eligible, have offered themselves for re-appointment.

The re-appointments of Mr. Dungca and Mr. Mehta form part of the Notice of the forthcoming Annual General Meeting and the Resolutions are recommended for your approval. The profiles of these Directors, as required by Clause 49 of the Listing Agreement(s) entered into with the Stock Exchanges, are given along with the said Notice.

15. Auditors

The Statutory Auditors, Deloitte Haskins & Sells, Chartered Accountants and Chaturvedi & Shah, Chartered Accountants, retire at the forthcoming Annual General Meeting and have confirmed their eligibility and willingness to accept office, if re-appointed. Their re-appointment as the Joint Statutory Auditors for the financial year 2013-14, forms part of the Notice of the said Annual General Meeting and the Resolution is recommended for your approval.

16. Transfer of amounts to Investor Education and Protection Fund

As required under Section 205C of the Companies Act, 1956, amounts that have remained unpaid or unclaimed for a period of seven years have been transferred by the Company to the Investor Education and Protection Fund.

Pursuant to the provisions of Investor Education and Protection Fund (Uploading of information regarding unpaid and unclaimed amounts lying with companies) Rules, 2012, the Company has uploaded the details of unpaid and unclaimed amounts lying with the Company (as on the date of last Annual General Meeting) on the website of the Company (www.jetairways.com) and also on the Ministry of Corporate Affairs website (www.iepf.gov.in).

17. Post Balance Sheet Event

Proposed Investment by Etihad Airways PJSC

The Government of India has now allowed the foreign airlines to invest in the equity of Indian Airline Company''s by way of Foreign Direct Investment (FDI) up to 49%.

In line with the Policy, Etihad Airways PJSC (Etihad) has proposed to acquire a 24% stake in the Company. The members of the Company at the Extraordinary General Meeting held on 24th May, 2013, had approved the preferential allotment of 27,263,372 Equity Shares to Etihad. The proposal to investment and other transaction related matters are undergoing regulatory approval.

Minimum Public Shareholding (MPS) Norms

Your Company has met the Minimum Public Shareholding norms as per SEBI requirements within the stipulated time. Tail Winds Limited, one of the promoters, offered 4,317,697 equity shares to the Public Shareholders vide an ''Offer for Sale'' (OFS) and Block Deal to divest its shareholding to 75% from 79.99% to comply with the MPS Norms.

Further, there was an inter se transfer of 56,963,301 Equity Shares amongst the promoters of the Company i.e. from Tail Winds Limited to Mr. Naresh Goyal.

18. Acknowledgements

Your Directors place on record their appreciation of the Company''s General Sales Agents'' and other members of the travel trade for their efforts in furthering the interest of the Company.

Your Directors would like to thank the Government of India especially the Ministry of Civil Aviation, Ministry of Commerce and Industry and Ministry of Finance for having had the foresight to have introduced the historic liberalization measure permitting foreign airlines to invest in the equity of Scheduled and Non Scheduled passenger airlines in India.

Your Directors also take this opportunity to thank the Ministry of Civil Aviation, Government of India, the Directorate General of Civil Aviation, Airports Authority of India, Mumbai International Airport (Private) Limited, Delhi International Airport (Private) Limited, GMR Hyderabad International Airport Limited, Bangalore International Airport Limited, Cochin International Airport Limited and other airport companies for their support and co-operation. Your Directors are also grateful to the Ministry of Finance, Reserve Bank of India, National Stock Exchange of India Limited, BSE Limited, US Exim Bank, Financial Institutions and Banks, Boeing Company, Avion de Transport Regionale, Airbus Industrie, General Electric, CFM and Pratt and Whitney and the lessors of our aircraft and engines for their understanding and look forward to their continued support.

On behalf of the Board of Directors

Mumbai Naresh Goyal

24th May, 2013 Chairman


Mar 31, 2012

The Directors have pleasure in presenting their Twentieth Annual Report together with the audited Statement of Accounts for the financial year ended 31st March, 2012.

1. Performance highlights

The financial and operating highlights for the year under review, compared with the previous financial year, are given below:

Financial highlights (Rs. in lakhs)

Standalone for year Consolidated for year Particulars ended 31st March ended 31st March

2012 2011 2012 2011

GROSS REVENUE 1,517,308 1,293,227 1,706,704 1,470,606

Profit before Interest, Depreciation,

Exceptional Items & Tax 58,259 188,768 33,733 185,091

Finance Costs 97,123 111,971 100,579 118,415

(Loss) / Profit before Depreciation,

Exceptional Items & Tax (38,864) 76,797 (66,846) 66,676

Depreciation 93,988 91,062 94,462 91,857

(Loss) / Profit before Exceptional Items & Tax (132,852) (14,265) (161,308) (25,181)

Exceptional Items 7,319 18,919 17,316 20,328

(Loss) / Profit before Taxation & Adjustments (125,533) 4,654 (143,992) (4,853)

Provision for Tax 1,440 322 1,384 368

Deferred Tax (3,363) 3,363 (3,363) 3,363

(Loss) / Profit after Taxation (123,610) 969 (142,013) (8,584)

Profit / (Loss) brought forward (71,939) (72,908) (172,734) (164,150)

Amount available for Appropriation (195,549) (71,939) (314,747) (172,734) APPROPRIATIONS

Transfer to Balance Sheet (195,549) (71,939) (314,747) (172,734) Note: 1 lakh = 100,000

Operating highlights

Operating parameters Year ended 31st March

2012 2011

Departures (Number) 175,646 146,876

Available Seat Kilometers (ASKMs) (Million) 38,643 34,323

Revenue Passenger Kilometers (RPKMs) (Million) 30,643 26,972

Passenger Load Factor (%) 79.3 78.6

Revenue Passengers (Number) 17,305,290 14,667,466

Average fleet size 98.0 90.0

2. Dividend

The Board of Directors has not recommended any dividend on the Equity Shares in view of the performance of the Company for the financial year ended 31st March, 2012 (Previous year: Nil per Equity Share).

3. Review of Operations

The year under review has been a challenging one for your Company not only because of the events around the world over which the Company has little control but also because of severe overcapacity in the domestic market in India.

The domestic overcapacity led to fare wars in the domestic business with nearly all airlines selling seats below cost. This led to severe losses for the Industry as a whole. For the year ended 31st March 2012, the domestic airline industry is estimated to have lost over Rs.12,000 crores.

There were other major events across the world which impacted the business :

a) Slowdown in other economies which led to a drop in yields in international markets

b) The weakening of the Indian Rupee vis-a-vis the United States Dollar

c) Increase in crude oil prices and resultant price of Aviation Turbine Fuel, which forms close to 50% of our operating cost

d) General stress in the Indian economy which not only meant that interest rates hardened but also made it difficult for airlines like ourselves to raise short term/ working capital debt

Towards the second half of the financial year, things started giving way and a major airline in India had to significantly reduce capacity in the market. Also, airlines had no choice but to make fare increases and there were two rounds of fare increases; one in November 2011 of around 10% and another one in March 2012 of around 12%. This had very little impact on the passenger traffic because of the capacity reduction in the market, which also led to a steady increase in our corporate and business class bookings.

The Company, on its part, has taken various initiatives to improve its operating efficiency and revenue earning potential to bring down the break even load factor.

Initiatives such as enhancing ancillary revenues, discontinuing loss making routes, Sale/ Sale and lease back of aircraft, re-negotiation of major contracts including, for aircraft maintenance, ground handling, selling and distribution costs, etc., have been either implemented or in the process of being implemented, which will bring down the break even load factor.

The Company raised funds from the sale of development rights of its lease hold property at Bandra-Kurla Complex, Mumbai and from the sale and lease back of engines.

As part of its strategic re-branding exercise, your Company has consolidated its low fare service products under the JetKonnect brand to simplify the group's service proposition and enhance brand recall.

Thus, effective 25th March, 2012, the erstwhile JetLite and Jet Airways Konnect services have started operating under the JetKonnect brand, enabling guests to avail of a single superior in-flight product in the full service (Jet Airways) and low-fare (JetKonnect) categories. For the financial year ended 31st March, 2012, our capacity on JetKonnect services formed 64% of our overall domestic capacity in terms of number of seats. With its mixed fleet of Boeings and ATR aircraft and 400 daily flights connecting 56 destinations across India, JetKonnect provides more flexibility and choice to its guests, making it India's largest low fare brand.

For the financial year 2012, your Company has had the best On Time Performance (OTP) and has reported an OTP of 91.1%, which was higher than all other domestic carriers in India. Our vision and focus has been to consistently be not only the biggest, but also the best in our service to customers and in all our operational metrics vis-a-vis the industry.

We are pleased to inform you that the benefits of these measures have translated in the Company continuing to dominate the Indian domestic skies with a market share of 26.1% during the year.

The Indian aviation market is one of the only markets in the world which continues to grow at a healthy pace and it therefore presents an enviable opportunity for companies like ours, to take advantage of the strong franchise that we have created over the last few years.

The domestic traffic in India grew by 13% for fiscal year 2012 and over the next few years, we expect the domestic aviation market to grow at around 15% per annum and this has also been supported by various studies and analysis carried out by independent agencies like IATA, CAPA, etc. However, there will be short term challenges to grow profitably because of high operating costs and overcapacity in both domestic market as well as international traffic into and out of India.

During the year under review, domestic passenger traffic for the Company, reported a 17.9% growth as compared to the same period last year while international passenger traffic registered an increase of 18.1%.

The Company ended the financial year with a system-wide seat factor of 74.8% on the domestic and 81.6% on the international sectors.

The Company carried 173.05 lakhs revenue passengers on its international and domestic services during the year under review, up from 146.67 lakhs in the previous financial year.

The financial year 2012 was a year of consolidation and there were not many new routes that the Company began operations on. The focus was largely on building traffic flows between domestic and international as well as international traffic flows over our key hubs at Mumbai and New Delhi. The International business of the Company has now posted several consecutive quarters of consistent growth in terms of seat factor of above 80% and increase in the capacity in terms of ASKMs reflecting the growing impact of our network synergies, major strategic international code shares and customer centric product and service focus

The Company will take deliveries of 4 Airbus A330 - 300 aircraft this financial, of which 2 will be replacements for lease expiries while the other 2 will be deployed on long haul international routes. There are various international route rights that your Company has applied for to fly into European countries and the new aircraft capacity will be deployed on some of these routes. Additionally, we will also free some A330 aircraft capacity due to temporary suspension of our loss making routes like Mumbai-Johannesburg in June 2012. These aircraft will be redeployed on to other routes.

Routes

The details of the routes introduced and discontinued during the financial year ended 31st March, 2012 are as follows:

Routes Introduced Discontinued

Domestic segment

Aizawl-Guwahati-Aizawl 1st May, 2011

Aurangabad-Hyderabad-Aurangabad 30th October, 2011

Bengaluru-Vijayawada-Bengaluru 30th October, 2011

Bengaluru-Vijayawada-Bengaluru 14th December, 2011

Delhi-Bagdogra-Guwahati-Delhi 30th June, 2011

Delhi-Guwahati-Agartala-Delhi 1st July, 2011

Delhi-Guwahati-Bagdogra-Delhi 30th June, 2011

Guwahati-Imphal-Guwahati 1st May, 2011

Guwahati-Jorhat-Guwahati 1st May, 2011

Guwahati-Silchar-Guwahati 1st May, 2011

Hyderabad-Bhubaneswar-Hyderabad 24th May, 2011

Hyderabad-Tirupati-Hyderabad 30th October, 2011

Indore-Jaipur-Indore 23rd September, 2011

Indore-Jodhpur-Indore 30th October, 2011

Indore-Jodhpur-Indore 14th December, 2011

Indore-Lucknow-Indore 15th October, 2011

Jaipur-Chandigarh-Jaipur 23rd September, 2011

Kolkatta-Aizawl-Kolkatta 1st May, 2011

Kolkatta-Dimapur-Kolkatta 16th November, 2011

Kolkatta-Nagpur-Kolkatta 30th October, 2011



Routes Introdued Discontinued

Domestic segment

Kolkatta-Silchar-Kolkatta 1st May, 2011

Leh-Chandigarh-Leh 30th October, 2011

Lucknow-Patna-Lucknow 15th October, 2011

Madurai-Bengaluru-Madurai 30th October, 2011

Madurai-Bengaluru-Madurai 14th December, 2011

Raipur-Bhubaneswar-Raipur 23rd May, 2011

Raipur-Indore-Raipur 23rd September,2011



International segment

Mumbai-Bangkok-Mumbai 14th December, 2011

Mumbai-Riyadh-Mumbai 14th December, 2011

Thiruvananthapuram- Sharjah- Thiruvananthapuram 30th October, 2011

Delhi-Dammam-Delhi 17th March, 2012

Fleet

As on date, the Company had a fleet of 102 aircraft, comprising 10 Boeing 777-300 ER aircraft, 12 Airbus A330-200 aircraft, 60 Next Generation Boeing 737-700/800/900/900ER aircraft and 20 modern ATR 72-500 Turboprop aircraft. With an average fleet age of 6.04 years, the airline has one of the youngest aircraft fleets in the world.

Of the 10 B777-300ER aircraft, 5 aircraft have been sub-leased to Thai Airways Public Company Limited ("Thai Airways"). The lease in respect of these aircraft expires between May, 2013 and November, 2013.

Flights to 76 destinations span the length and breadth of India and beyond, including Abu Dhabi, Bahrain, Bangkok, Brussels, Colombo, Dammam, Dhaka, Doha, Dubai, Hong Kong, Jeddah, Johannesburg, Kathmandu, Kuala Lumpur, Kuwait, London (Heathrow), Milan, Muscat, New York (both JFK and Newark), Riyadh, Sharjah, Singapore and Toronto.

4. Management Discussion and Analysis

As required by Clause 49 of the Listing Agreement(s) entered into with the Stock Exchanges, a detailed review by the Management of the operations, performance and future outlook of the Company and its business, is presented in a separate section - Management Discussion and Analysis - forming part of this Annual Report.

5. Subsidiary Company

Jet Lite (India) Limited ('Jet Lite') is a wholly owned subsidiary which was acquired by the Company on 20th April, 2007.

Jet Lite is a non-material, non-listed subsidiary company as defined under Clause 49 of the Listing Agreement(s) entered into with the Stock Exchanges.

Jet Lite follows the low-cost, no-frills business model. Effective 25th March, 2012, the service offered under the JetLite brand was re-christened as JetKonnect.

For the financial year ended 31st March, 2012, Jet Lite posted a total income of Rs. 190,386 lakhs (2010-11 : Rs. 178,615 lakhs) and a Net Loss of Rs. 18,403 lakhs (2010-11: Net Loss of Rs. 10,747 lakhs). In view of the loss, the Board of Directors of Jet Lite has not recommended a dividend; neither on the Equity Shares nor on the Compulsorily Fully Convertible Non-Cumulative Preference Shares for the financial year ended 31st March, 2012 (Previous Year : Nil). The Company continues to support the operations of Jet Lite.

The highlights of the operating performance ofJet Lite for the financial year ended 31st March, 2012 are as follows:

Traffic Parameters Year ended 31st March

2012 2011

Departures (Number) 41,992 39,003

Available Seat Kilometers (ASKMs) (Million) 5,829 5,481

Revenue Passenger Kilometers (RPKMs) 4,543 4,340 (Million)

Passenger Load Factor (%) 77.9 79.2

Revenue Passengers (Number) 4,794,658 4,332,469

As on date, Jet Lite had an all Boeing fleet of 19 aircraft, comprising 9 Boeing 737-700, 8 Boeing 737-800 and 2 Boeing 737-900 ER aircraft. The airline flies to 56 destinations across India and 1 international destination - Nepal.

Pursuant to Circular No. 2/2011 dated 8th February, 2011, issued by the Ministry of Corporate Affairs read with the provisions of Section 212(8) of the Companies Act, 1956, the Annual Report of Jet Lite, for the financial year ended 31st March, 2012, is not annexed to this Report. A summary of the financial performance of Jet Lite is given in this Annual Report. The Company will make available copies of the Annual Accounts of Jet Lite and the related detailed information, free of cost to Members, on request. The same are also available for inspection at the Registered Office between 10 a.m. and 12 noon on any working day of the Company.

6. Consolidated Financial Statements

The audited Consolidated Accounts and Cash Flow Statement, comprising Jet Airways (India) Limited and Jet Lite (India) Limited, appear in this Report. The Auditors' Report on the Consolidated Accounts is also attached. The same is unqualified. The Consolidated Accounts have been prepared in accordance with the Accounting Standards prescribed by the Institute of Chartered Accountants of India in this regard and the provisions of the Listing Agreement(s) entered into with the Stock Exchanges

7. Conservation of energy, technology absorption and foreign exchange earnings and outgo

Particulars, as prescribed by Section 217(1)(e) of the Companies Act, 1956, read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, 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

The Company has embraced the best operational, technological and maintenance practices and recommendations to reduce fuel burn. The Company continues to modernize its fleet. The older aircraft are regularly retired and replaced with the latest fuel efficient aircraft thereby improving the overall fuel efficiency and mitigating unit emissions. The Company continuously monitors the weight of various catering, cabin and galley items. The weight reduction program contributes to significant savings in fuel burn.

Through in-house subject matter expertise, the Company has developed Integrated Emissions Management System (IEMS) for monitoring and optimizing the use of Aviation Turbine Fuel.

The Company has commenced assessment of the carbon footprint of its activities for both direct and indirect emissions. The carbon foot printing is being done as per the internationally accepted Greenhouse Gas Protocol Standard developed jointly by World Resources Institute (WRI) and World Business Council for Sustainable Development (WBCSD). The footprint mapping and reporting exercise is in line with the ISO 14064 guidelines.

Technology absorption Training of Pilots

Jet Airways Flight Operations Training School ('the School') is approved by the Directorate General of Civil Aviation to function as Type Rating Training Organization. It provides Pilots' Training, Cabin Crew Training as well as Security Training all under one roof.

It has introduced e-learning for pilots and flight despatchers resulting in cost saving and value addition. It has also conducted special operational courses for Non-scheduled Airline Operators, thereby generating revenue.

Information Technology and e-Commerce initiatives

The Company makes strategic use of the latest technology to interact with passengers at a global level. Its significant presence on social media platforms like Facebook, Twitter, LinkedIn, YouTube, Flickr and Foursquare ensures increase in awareness and reach of the Company's brand. The Company's growth on the social media networking platform has been noteworthy registering an exponential increase in the number of followers and fans on Twitter and Facebook.

In the coming year, the Company aims to introduce state-of-the-art mobile applications for Android, iPhone, BlackBerry and Windows mobile phones. These applications will provide passengers with a convenient and seamless option to book tickets, check-in, access their JetPrivilege account etc. using their mobile phones.

Additionally, the Company intends to commence the use of 2D Mobile Bar-coded boarding passes for guests who have checked-in for their flights, thus providing a paperless travel experience.

Foreign Exchange earnings and outgo

The details of Foreign Exchange earnings and outgo are given under the Notes to Accounts.

8. Environment, Health and Safety (EHS)

The Company consciously strives to keep up the good environment, health and safety performance delivered in earlier years. There has been tremendous progress in the areas of process safety and the Safety Management System (SMS) implementation is well underway.

To ensure continued focus of EHS activities, various improvement plans for better pollution control, provision of medical facilities, conducting mock drills for increased safety awareness and preparedness for any eventuality, were implemented during the year under review.

9. Fixed Deposits

The Company has not accepted any Fixed Deposits from the public during the financial year ended 31st March, 2012.

10. Corporate Governance

We adhere to the principles of Corporate Governance mandated by the Securities and Exchange Board of India and have complied with all the mandatory requirements. The non-mandatory requirements have been complied with to the extent practical and applicable.

A separate section on Corporate Governance and a certificate from the Auditors confirming compliance with the Corporate Governance requirements as stipulated in Clause 49 of the Listing Agreement(s) entered into with the Stock Exchanges, form part of this Annual Report.

The Chief Executive Officer's declaration regarding compliance with the Code of Business Conduct and Ethics forms part of the Report on Corporate Governance.

11. Corporate Social Responsibility

Since 1997, the Company has been running an in-flight collection programme called 'Magic Box' on its domestic flights. The collections help finance the numerous projects run by Save The Children India which include pre-schools for the urban slum children and a special care centre for the mentally challenged and hearing impaired.

As every year, on the occasion of Children's day, the Company organised "Flights of Fantasy" for approximately 100 underprivileged children giving them a chance to experience the world of aviation, which is both an informative and educational experience.

To support Non Government Organisations working primarily for the up-liftment and empowerment of underprivileged women, the Company organized an in-flight fund raising drive on the occasion of International Women's Day.

The Company celebrated the Joy Of Giving Week 2011 by inviting 180 underprivileged tribal children for an educational trip to its hangar.

12. Employees

Your Directors particularly acknowledge the selfless untiring efforts, whole-hearted support and co-operation of the employees at all levels. Our industrial relations continue to be cordial.

The total number of permanent employees of the Company as on 31st March, 2012, was 12,849 (as on 31st March, 2011: 12,811).

Information in accordance with the provisions of Section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975, as amended, forms part of this Annual Report. However, as per the provisions of Section 219(1)(b)(iv) of the Companies Act, 1956, this Report and Accounts are being sent to all the Members of the Company, excluding the Statement of Particulars of Employees under Section 217(2A) of the Companies Act, 1956. Members may inspect the said Statement at the Registered Office of the Company between 10 a.m. and 12 noon on any working day of the Company.

13. Directors' Responsibility Statement

As required under Section 217(2AA) of the Companies Act, 1956, your Directors confirm that:

- in the preparation of the Annual Accounts, the applicable accounting standards have been followed;

- appropriate accounting policies have been selected and applied consistently and such judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2012 and of the loss of the Company for the year ended on that date;

- proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

- the Annual Accounts have been prepared on a going concern basis.

14. Directors

Mr. Saroj K. Datta ceased to be a Director of the Company with effect from 30th September, 2011, consequent to the completion of his tenure as the Executive Director of the Company. Mr. Datta was the Executive Director of the Company since March 1993. As such, he was instrumental in spearheading the Company's emergence as one of the country's foremost global service brands and a premier international airline to emerge from India. The Board of Directors places on record its gratitude to Mr. Datta for his loyal and dedicated contribution to the Company.

The Board of Directors appointed Mr. Gaurang Shetty as an Additional Director with effect from 24th May, 2012. As per the provisions of Section 260 of the Companies Act, 1956, he holds office up to the date of the forthcoming Annual General Meeting. The Company has received a notice under Section 257 of the Companies Act, 1956, from a Member proposing the appointment of Mr. Shetty as a Director of the Company.

Subject to the approval of the Members, the Board of Directors also appointed Mr. Shetty as the Manager for a period of three years with effect from 24th May, 2012.

Mr. Ali Ghandour and Mr. Yash Raj Chopra retire by rotation at the forthcoming Annual General Meeting and being eligible, have offered themselves for re-appointment.

The appointment of Mr. Shetty and the re-appointments of Mr. Ghandour and Mr. Chopra form part of the Notice of the forthcoming Annual General Meeting and the Resolutions are recommended for your approval. The profiles of these Directors, as required by Clause 49 of the Listing Agreement(s) entered into with the Stock Exchanges, are given along with the said Notice.

15. Auditors

The Statutory Auditors, Deloitte Haskins & Sells, Chartered Accountants, and Chaturvedi & Shah, Chartered Accountants, retire at the forthcoming Annual General Meeting and have confirmed their eligibility and willingness to accept office, if re-appointed. Their re-appointment as the Joint Statutory Auditors for the financial year 2012-13, forms part of the Notice of the said Annual General Meeting and the Resolution is recommended for your approval.

16. Acknowledgements

Your Directors place on record their appreciation of the Company's General Sales Agents' and other members of the travel trade for their efforts in furthering the interest of the Company.

Your Directors also take this opportunity to thank the Ministry of Civil Aviation, Government of India, the Directorate General of Civil Aviation, Airports Authority of India, Mumbai International Airport (Private) Limited, Delhi International Airport (Private) Limited, GMR Hyderabad International Airport Limited, Bangalore International Airport Limited, Cochin International Airport Limited and other airport companies for their support and co-operation. Your Directors are also grateful to the Ministry of Finance, Reserve Bank of India, National Stock Exchange of India Limited, BSE Limited, US Exim Bank, Financial Institutions and Banks, Boeing Company, Avion de Transport Regionale, Airbus Industrie, General Electric, CFM and Pratt and Whitney and the lessors of our aircraft and engines for their understanding and look forward to their continued support.

On behalf of the Board of Directors

Mumbai Naresh Goyal

24th May, 2012 Chairman


Mar 31, 2010

The Directors have pleasure in presenting their Eighteenth Annual Report together with the audited Statement of Accounts for the financial year ended 31st March, 2010.

1. Performance highlights

The financial and operating highlights for the year under review, compared with the previous financial year, are given below:

Financial highlights Particulars Year ended Year ended 31st March, 31st March, 2010 2009 Rs. in lakhs Rs. in lakhs

GROSS REVENUE 1,062,292 1,178,688

Profit before Interest, Depreciation, Exceptional Items & Tax 141,697 315

Interest 99,301 73,803

(Loss) / Profit before Depreciation, Exceptional Items & Tax 42,396 (73,488)

Depreciation 96,196 89,981

(Loss) / Profit before Exceptional Items & Tax (53,800) (163,469)

Exceptional Items 7,045 116,507

(Loss) / Profit before Taxation & Adjustments (46,755) (46,962)

Provision for Tax 9 1,326

Deferred Tax - (8,054)

(Loss) / Profit after Taxation (46,764) (40,234)

Profit / (Loss) brought forward (26,144) 20,891

Adjustment on account of Change in Policy - (6,801)

Amount available for Appropriation (72,908) (26,144) APPROPRIATIONS

Transfer to General Reserve - -

Transfer to Balance Sheet (72,908) (26,144)

Note: 1 lakh = 100,000

Operating highlights

Operating parameters Year ended Year ended

31st March, 31st March,

2010 2009

Departures (Number) 131,108 133,736

Available Seat Kilometers (ASKMs) (Million) 29,242 31,652

Revenue Passenger Kilometers (RPKMs) (Million) 22,640 21,444

Passenger Load Factor (%) 77.4 67.7

Revenue Passengers (Number) 12,039,475 11,080,035

Average fleet size 85.6 84.5

Average Head Count 11,328 13,843

2. Dividend

The Board of Directors has not recommended a dividend on the Equity Shares in view of the performance of the Company for the financial year ended 31st March, 2010 (Previous year: Nil per Equity Share).

3. Review of Operations

The Company was able to redesign its business model and emerge as a leaner, more efficient and responsive organization. A series of planned steps that were taken during the year ensured that the Company remains competitive through stringent cost control, route rationalization and fiscal prudence, whilist constantly introducing strategic marketing and route initiatives without affecting the quality of the product offered. We are pleased to inform you that the benefits of these measures have translated in the Company consolidating its leadership position with a market share of 25.2% during the year.

During the year under review, there was a progressive recovery in the aviation industry, both in India and overseas though at a more rapid rate than previously anticipated. This was primarily owing to the faster growth of the Indian economy and the fact that major economies came out of recessionary trends. The third and fourth quarters of the financial year recorded encouraging passenger and cargo traffic growth.

However, both domestic and international markets remained competitive, and there was significant over capacity in both markets.

Domestic passenger traffic for the year under review, reported a 4.2% growth as compared to the same period last year while international passenger traffic registered an increase of 20.1%. The Company ended the financial year with revenues of Rs.1,062,292 lakhs a decrease of 10% versus last year, with a system-wide seat factor of 71.6% on the domestic and 80.4% on the international sectors.

The Company carried 120 lakhs revenue passengers on its international and domestic services during the year under review, up from 110 lakhs in the previous financial year. But perhaps the most encouraging has been the improvement in the EBITDAR margins from 3.5% to 19.2% mainly due to improved yields, growth in traffic and cost efficiencies.

The introduction of Jet Airways Konnect and Jet Airways Konnect Select were our answers to the market demand for quality, low-cost travel during the global economic downturn, which has been well appreciated by our guests. The Jet Konnect flights use Boeing 737 and ATR aircraft and fly on both regional and trunk routes. As on 31s March, 2010, approximately 65% of Jet Airways domestic flights were Jet Airways Konnect flights.

Jet Airways Konnect Select is specifically targeted at the business and leisure travelers who desire more flexibility, comfort and benefits.

The Company also benefited from the strategic expansion of its domestic and international service network. We now serve 23 international destinations, which include the recent addition of a daily non-stop service between Mumbai and Johannesburg, South Africa. Our airline has also worked towards creating operational hubs in Mumbai and Delhi to offer guests between third countries enhanced connectivity via these gateways. As part of our International strategy, we have continued to increase frequencies to international points from several gateways in India thus enhancing our penetration of the market.

The details of the routes introduced and discontinued during the financial year are as follows:

Routes Introduced Discontinued

Domestic segment

Chennai-Pune-Chennai 23rd April, 2009

Bengaluru-Coimbatore-Bengaluru 1st October, 2009

Delhi-Ahmedabad-Delhi 1st October, 2009

Delhi-Lucknow-Delhi 1st October, 2009

Delhi-Raipur-Delhi 7 November, 2009

Mumbai-Lucknow-Mumbai 1st October, 2009

Mumbai-Nagpur-Mumbai 16th December, 2009

Mumbai-Coimbatore-Mumbai 22nd December, 2009

Ahmedabad-Bengaluru-Ahmedabad 28th March, 2010

Delhi-Dehradun-Delhi 28th March, 2010

Chennai-Port Blair-Chennai 28th March, 2010

Jaipur-Udaipur-Jaipur 28 March, 2010

Mumbai-Indore-Mumbai 28th March, 2010

International segment

Cochin-Kuwait-Cochin 21st January, 2010

Chennai-Dubai-Chennai 23rd April, 2009

Mumbai-Jeddah-Mumbai 14th July, 2009

Mumbai-Riyadh-Mumbai 6th August, 2009

Hyderabad-Dubai-Hyderabad 16th August, 2009

Cochin-Sharjah-Cochin 1stSeptember, 2009

Delhi-Hong Kong-Delhi 30th September, 2009

Mumbai-Kathmandu-Mumbai 2ndDecember, 2009

Mumbai-Dhaka-Mumbai 23rd December, 2009

Delhi-Doha-Delhi 21st January, 2010

Thiruvananthapuram-Dammam- Thiruvananthapuram 28th March, 2010

The Company has leased four Boeing 777-300 ER aircraft to Turkish Airlines Inc. on an operating lease basis between June and October 2009 for a period of twenty five months. In March 2010, the Company entered into an agreement with Thai Airways International Public Company Limited to lease out, on an operating lease basis, three Boeing 777-300 ER aircraft for a period of thirty six months.

As on date, seven out of ten Boeing 777-300 ER aircraft in the Companys fleet have been leased out.

4. Managements Discussion and Analysis

As required by Clause 49 of the Listing Agreements entered into with the Stock Exchanges (Listing Agreement), a detailed review by the Management of the operations, performance and future outlook of the Company and its business, is presented in a separate section - Managements Discussion and Analysis - forming part of this Annual Report.

5. Response to comments in the Annexure to the Auditors Report

Reference is drawn to Point No. 7 of the Annexure to the Auditors Report relating to the scope of Internal Audit. The Companys response to the same is as follows:

The Internal Audit department is being strengthened and its scope extended to cover various new areas including those suggested by the Statutory Auditors, more particularly the outsourced and overseas payroll, besides procurement of fixed assets.

6. Subsidiary Company

Jet Lite (India) Limited (earlier known as Sahara Airlines Limited) has been a wholly owned subsidiary of the Company since 20th April, 2007. For the financial year ended 31st March, 2010, Jet Lite (India) Limited has posted a total income of Rs.161,943 lakhs (2008-09 : Rs.166,561 lakhs) and a Net Profit / (Loss) of Rs.4,619 lakhs (2008-09: [Rs.63,043 lakhs]). In view of the inadequate profits, the Board of Directors of Jet Lite (India) Limited has not recommended a dividend for the year ended 31s March, 2010.

The improved performance of Jet Lite (India) Limited was achieved through higher aircraft utilization, improved on-time performance and the hard work and commitment of a dedicated team, all of which helped Jet Lite (India) Limited emerge as a key contender in the low-fare segment.

Positioned as an all-economy, no-frills airline, Jet Lite (India) Limited operates a fleet of 25 aircraft, which consists 18 Boeing 737 series and 7 Canadian Regional Jets (CRJ) 200 series. The airline flies to 28 domestic destinations and 2 international destinations (Kathmandu and Colombo), operating over 110 flights a day, on an average.

A number of initiatives have been launched to improve the Jet Lite Product.

These include:

- phasing out the CRJ 200 aircraft fleet and converting the fleet into all Boeing 737 aircraft

- revamping cabin interiors and standardizing the seats and livery

- introducing new uniforms

These initiatives will continue to be implemented in the financial year 2010-11.

Network overlaps between the Company and Jet Lite (India) Limited were minimized and a common reservation system was introduced. The operations of Jet Lite (India) Limited continue to improve with support from the Company. The highlights of the operating performance for the year ended 31st March, 2010 are as follows:

Traffic Parameters Year ended Year ended

31st March, 2010 31st March, 2009

Departures (Number) 39,602 41,040

ASKMs (Million) 5,156 5,705

RPKMs (Million) 3,866 3,856

Passenger Load Factor (%) 75 67.6

Revenue Passengers (Million) 3.61 3.40

Jet Lite (India) Limited is a non-material, non-listed subsidiary company as defined under Clause 49 of the Listing Agreement.

Pursuant to the provisions of Section 212(8) of the Companies Act, 1956, the Annual Report of Jet Lite (India) Limited for the year ended 31st March, 2010, is not annexed to this Report. A summary of the financial performance of the subsidiary company is given in this Annual Report. However, if any Member of the Company or the subsidiary company so desires, the Company will make available copies of the Annual Accounts of the subsidiary company and related detailed information free of cost. The Annual Accounts of the subsidiary company are also available for inspection by any investor at the Registered Office of the Company and of the subsidiary company between 10 a.m. and 12 noon on any working day of the Companys up to the date of the forthcoming Eighteenth Annual General Meeting.

7. Consolidated Financial Statements

The audited Consolidated Accounts and the Cash Flow Statement, comprising Jet Airways (India) Limited and Jet Lite (India) Limited, appear in this Annual Report. The Auditors Report on the Consolidated Accounts is also attached. The same is unqualified. The Consolidated Accounts have been prepared in accordance with the Accounting Standards prescribed by the Institute of Chartered Accountants of India in this regard.

8. Conservation of energy, technology absorption and foreign exchange earnings and outgo

Particulars, as prescribed by Section 217(1)(e) of the Companies Act, 1956, read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, in respect of these items, to the extent applicable to our Company, are given below:

Conservation of energy

The Company continues to follow best industry practices and manufacturers recommendations to reduce and optimize fuel burn in all its aircraft.

The Company also continues to pursue energy conservation in its ground operations, in installations such as hangars and other areas of its operations.

Technology absorption

Training of Pilots

Simulator training for pilots operating Boeing 737, Boeing 777 and Airbus 330 aircraft continued to be carried out at the Companys Simulator Complex at Mumbai under the supervision of the Companys own instructors. The Company also offered surplus simulator time to other airlines.

At the Companys Flight Operations Training School, the Company provides ground training to its pilots, as well as to pilots of other airlines and organizations.

The Training School designed and conducted courses for pilots of business aircraft (belonging to leading corporates).

T and e-Commerce initiatives

The Company continued to upgrade its Enterprise Resource Planning (ERP) system. The Companys ERP system was extended to the budgeting process, during the year under review. The Companys ERP system now covers nearly all finance funds accounting, purchase, human resources, management information systems. Other operational systems are now linked with the Companys ERP system.

The Company has launched social media initiative by creating and managing its accounts on Facebook and Twitter. The Company plans to extend this social media initiative across other platforms. This initiative has been taken in order to connect with its guests, increase the awareness of the Company on a global level, understand issues faced by them, provide solutions and reach an increasingly large target.

The Company has launched a Wireless Application Protocol (WAP) site for mobile users. The Company plans to offer a booking engine facility on this site as well as a WAP check-in system for guests to seamlessly book their tickets and check-in using a 2D Mobile Barcoded Boarding Pass.

The Company gives the highest quality of service through its website www.jetairways.com. This website is a 360 degree platform that allows guests to inquire about, book and pay for various products and services that the Company offers. The services include:

- Online Booking Engine - a guest can book, pay and print his web ticket

- Web Check-in - a guest can choose a preferred seat and print his boarding pass online

- Check for Schedules and Flight status

- Log in to a Frequent Flyer account and use the account for transactions of ancillary services like hotels and travel Insurance, etc.

The Company uses Search Engine Optimization (SEO) and Search Engine Marketing (SEM) techniques to increase visitors and booking on its website www.jetairways.com.

Foreign Exchange earnings and outgo

The details of Foreign Exchange earnings and outgo are given under the Notes to the Accounts.

9. Environment, Health and Safety

The Company is committed to the highest levels of safety, in the air and in all of its critical areas of operation on the ground.

The Company has launched a programme to be compliant with the emission norms of the European Union.

The Company continues to give the highest priority to employee health, particularly operational staff.

1 0. Fixed Deposits

The Company has not accepted any Fixed Deposits from the Public.

11. Corporate Governance

We adhere to the principles of Corporate Governance mandated by the Securities and Exchange Board of India and have complied with all the prescribed requirements. As required by Clause 49 of the Listing Agreement, a detailed report on Corporate Governance forms part of this Annual Report. The Auditors Certificate on compliance with Corporate Governance requirements by the Company is attached to the Corporate Governance Report. This Certificate is being forwarded to the Stock Exchanges.

The Chief Executive Officers declaration regarding compliance with the Code of Business Conduct and Ethics forms part of the Corporate Governance Report.

12. Corporate Social Responsibility

Since the year 1997, the Company has been running its in-flight collection programme Magic Box in association with Save The Children India (STCI). This fund-raising programme for STCI is unique to the Company and is implemented on all its flights in the domestic network, thereby allowing its passengers to participate in this noble cause. Since its introduction in January 1997, the charity collection contributes close to Rupees One crore each year. As in previous years, the Company organized Flights of Fantasy", where underprivileged children and children with special needs are taken on specially organized flights and introduced to the world of aviation. This year, as in past years, our employees participated in the Standard Chartered Mumbai Marathon, that raises funds for various causes. The number of employees participating has been increasing each year.

13. Employees

Your Directors gratefully acknowledge the commitment, support and understanding of all the employees at all levels during the difficult times faced by the Company. An industrial dispute with a section of the Pilots in September, 2009, was amicably settled with the Consultative Group, comprising Management and Pilots representatives, being set up to redress all issues. The total number of permanent employees of the Company as on 31s March, 2010, was 11,328 (as on 31st March, 2009: 13,078).

Information in accordance with the provisions of Section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975, as amended, forms part of this Annual Report. However, as per the provisions of Section 219(1)(b)(iv) of the Companies Act, 1956, this Report and Accounts are being sent to all the Shareholders of the Company, excluding the Statement of Particulars of Employees under Section 217(2A) of the Companies Act, 1956. Shareholders may inspect the said Statement at the Registered Office of the Company between 10 a.m. and 12 noon on any working day of the Company till the date of the forthcoming Eighteenth Annual General Meeting.

14. Directors Responsibility Statement

As required under Section 217(2AA) of the Companies Act, 1956, your Directors confirm that:

. in the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

. appropriate accounting policies have been selected and applied consistently and such judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2010 and of the loss of the Company for the year ended 31st March, 2010;

. proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

. proper systems are in place to ensure compliance with the laws applicable to the Company.

15. Directors

Due to personal reasons, Mr. Charles Adams resigned from the Directorship of the Company with effect from 7th July, 2009. The Board places on record its appreciation of the valuable contribution made by Mr. Adams during his tenure of six years as a Non-executive Independent Director of the Company.

With deep regret we inform you about the sad demise of Mr. Adams on 30 April, 2010, after battling liver and lung cancer for months. Mr. Adams was a member of our Board from 20th September, 2003 till 7th July, 2009. Mr. Adams was 70 years of age and is survived by his wife, daughter and son.

Due to personal reasons, Dr. Pierre Jeanniot resigned from the Directorship of the Company with effect from 21st July, 2009. The Board of Directors places on record its sincere appreciation of Dr. Jeanniots invaluable guidance and support during his tenure of nearly three years as a Non-executive Independent Director of the Company. Due to other work commitments, Mr. Shah Rukh Khan did not seek re-appointment on retirement by rotation at the Seventeenth Annual General Meeting held on 17th August, 2009. The Board of Directors places on record its sincere appreciation of Mr. Khans invaluable contribution and support during his tenure of nearly three years as a Non-executive

Director of the Company.

Mr. Aman Mehta and Mr. Saroj K. Datta retire by rotation at the forthcoming Eighteenth Annual General Meeting and being eligible, have offered themselves for re-appointment. The re-appointments of Mr. Aman Mehta and of Mr. Saroj K. Datta form part of the Notice of the forthcoming Eighteenth Annual General Meeting to be held on 26 August, 2010, and the Resolutions are recommended for the approval of Shareholders. Profiles of Mr. Aman Mehta and of Mr. Saroj K. Datta, as required by Clause 49 of the Listing Agreement, are given along with the said Notice.

16. Auditors

The Statutory Auditors, Deloitte Haskins & Sells, Chartered Accountants, and Chaturvedi & Shah, Chartered Accountants, retire at the forthcoming Eighteenth Annual General Meeting and have confirmed their eligibility and willingness to accept office, if re-appointed. Their re-appointment as the Joint Statutory Auditors for the financial year 2010-2011, forms part of the Notice of the said Annual General Meeting and the Resolution is recommended for your approval.

17. Post Balance Sheet events

. Operations to South Africa

The Company commenced daily non-stop flights from Mumbai to Johannesburg aboard a state-of-the-art Airbus 330-200 aircraft from 14th April, 2010. The launch of this new international route marked the beginning of Jet Airways international network expansion to Africa. Johannesburg is the twenty-third destination in the airlines international network.

. Volcanic ash

The drifting ash from a volcanic eruption in Iceland resulted in the closure of several airports across Europe including London and Brussels. As a result, the Companys operations were also affected.

. Jet Konnect Select

Buoyed by the improvement in the global economic environment and the resultant upswing in air travel demand, particularly business travel, the Company launched the all new Jet Konnect Select, a premium cabin on several domestic routes of Jet Airways Konnect, the all-economy service, effective 26th April, 2010. Jet Konnect Select is specifically targeted at the business and leisure travelers who desire more flexibility, comfort and benefits.

18. Acknowledgements

Your Directors place on record their appreciation for the support rendered by the Companys General Sales Agents and their associates, Travel Agents and other members of the travel trade for their continued efforts in promoting the Company.

Your Directors also take this opportunity to thank the Ministry of Civil Aviation, Government of India, the Directorate General of Civil Aviation, the Airports Authority of India, the Mumbai International Airport (Private) Limited, Delhi International Airport (Private) Limited, GMR Hyderabad International Airport Limited, Bangalore International Airport Limited, Cochin International Airport Limited and other airport companies for their support and guidance. Your Directors are also grateful to the Reserve Bank of India, the Ministry of Finance, the Ministry of Corporate Affairs, Government of India, National Stock Exchange of India Limited, Bombay Stock Exchange Limited, the US Exim Bank, Financial Institutions and Banks, the Boeing Company, Avion de Transport Regionale, Airbus Industrie, General Electric, CFM and Pratt and Whitney and the lessors of our aircraft and engines for their support and look forward to their continued co-operation.

On behalf of the Board of Directors

London Naresh Goyal

20th May, 2010 Chairman



 
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