Made by-

Ujjawal Garg
Reshma Patil
Aman Dubey
Bhavesh Chawla
Suket Anand Pant
Rishabh Gupta
ABOUT THE COMPANY

 IndiGo is India’s largest passenger airline with a market share of 47.8% as of July, 2019
 They primarily operate in India’s domestic air travel market as a low-cost carrier with focus on offering low fares
and being on-time as the main objectives.
 Born in 2006, it has grown into a large airlines with over 240 aircrafts in its fleet.
 It has a huge Corporate Social Responsibility (CSR) initiative, IndiGoReach focus on issues related to Children
and Education, Women Empowerment and Environment.
 It was recognized as ‘Great Place to Work for in India’ for 8 years in a row (2008-15)
BOARD

Mr. M. Dr.Anupam
Damodaran Mr. Rahul
Khanna Bhatia
•Non-Executive
•Non-Executive
Independent •Director of the
Independent
Director and Company
Director
Chairman

Mr. Rakesh Ms. Rohini Mr. Anil

Gangwal Bhatia Parashar
•Promoter and •Non-Executive •Non-Executive
Non-Executive Director of the Non Independent
Director Company Director
COMMITTEES

• Mr. M. Damodaran (Chairman)

Audit Committee • Dr.Anupam Khanna
• Mr. Anil Parashar
• Mrs. Rohini Bhatia (Chairman)
Corporate Social
• Dr.Anupam Khanna
Responsibility Committee
• Mr. Anil Parashar
• Dr.Anupam Khanna (Chairman)
Nomination and
• Mr. M. Damodaran
Remuneration Committee
• Mr. Anil Parashar
• Mrs. Rohini Bhatia (Chairman)
Stakeholders Relationship
• Dr.Anupam Khanna
Committee
• Mr. Anil Parashar
• Dr.Anupam Khanna (Chairman)
Risk Management
• Mr. Anil Parashar
Committee
• Mr. Ronojoy Dutta
MANAGEMENT STRUCTURE

Board of Directors

Chairman of BOD

CEO

IT HR

Internal Audit Finance

Risk
Legal
Management
Risk
Communication
Management
CHIEF EXECUTIVE OFFICER

Ronojoy Dutta
Chief Executive Officer

From 1999 until 2002, served as the president of United

Airlines.
From July 2004 until 2006 he served as chairman of Air
Sahara, and from 2004 until 2008 Dutta served as the
president of Sahara Airline Limited.
In 2007, Mr. Dutta joined US-based AAR Corporation as a
strategic adviser for the Indian market.
He is currently the CEO of InterGlobe Aviation which
operates IndiGo Airlines
MANAGEMENT EXECUTIVE COMMITTEE

Ronojoy Dutta Rohit Philip

Chief Executive Officer Chief Financial Officer

Wolfgang Prock-Schauer Raj Raghavan

President & COO Senior VP, Human Resources

William Boulter Priya Mehra

Chief Commercial Officer Senior Counsel
FINANCIAL ANALYSIS

• Profit and Loss Statement

• Financial Ratios
 PROFIT AND LOSS STATEMENT

Year 2015 2016 2017 2018 2019 Profit and Loss Statement
Income
30,000.00
Total Revenue 14,319.92 16,655.03 19,369.57 23,967.74 29,821.71
Expense
25,000.00
Total Expense 12,473.40 13,831.52 17,225.23 20,841.07 29,970.76
Profit
20,000.00
Profit/Loss for a Period 1,304.17 1,986.16 1,659.19 2,242.37 156.14
Total Revenue

15,000.00 Total Expense

Profit/Loss for a Period

10,000.00

5,000.00

0.00
2015 2016 2017 2018 2019
COMMENT:
InterGlobe Aviation results, were that net profit for the January to March 2019
quarter rose 401% from a year ago. But, on an annual basis, IndiGo’s profit for
2018-19 was down 93%.
For the fiscal year 2018-19, IndiGo reported a profit of INR 157.25 crore, down
93% from INR 2242.32 crore in 2017-18..
IndiGo reported profit after tax of Rs 589.6 crore during January to March
quarter, up 401.2 per cent from Rs 117.6 crore a year ago.
IndiGo CEO Ronojoy Dutta said, "Fiscal 2019 was a tough year for the
airline industry in India because of high fuel prices, weak rupee and
intense competitive environment. However, it is a tale of two halves for
IndiGo, with the first half of the year incurring losses and the second
half of the year experiencing a sharp recovery."Dutta added that he is
bullish about the future and sees plenty of opportunities for profitable
growth in our network and with a robust delivery stream of new
aircrafts.
FINANCIAL RATIOS

Year 2015 2016 2017 2018 2019

Face value 1,000.00 10 10 10.00 10.00
Dividend per share 35,169.00 5 6 34 15
Operating profit per
share 60,901.82 -5.34 76.91 59.29 86.52

Current Ratio 0.8 0.81 0.86 0.85 0.99

Quick Ratio 0.78 0.79 0.85 0.83 0.98
 CLAUSE 49: CORPORATE GOVERNANCE

• Corporate Governance aims to balance the interests of the various parties involved.

• By balancing the interests of all the stakeholders- management, shareholders, consumers etc, it formulates ways
to attain company’s objectives.

• Clause 49 of the Listing Agreement by Securities Exchange Board of India elaborates on the issue of Corporate
Governance and prescribes the norms under which the Companies are mandated to operate.
• SEBI asked Indian firms above a certain size to implement Clause 49, a regulation that strengthens the role of
independent directors serving on corporate boards.
• On August 26, 2003, SEBI announced an amended Clause 49 ofthe listing agreement which every public
company listed on an Indian stock exchange is required to sign. The amended clauses come into immediate
effect for companies seeking a new listing.
 A BRIEF ABOUT CLAUSE 49

• Applicable to all the listed companies (SME & SME IT

PLATFORM)
• Company having paid up capital <=10 crore Net
worth <=25 crore.
 CLAUSE 49 COMPLIANCE: INTERGLOBE AVIATION
1. Composition of Board of Directors:

Title (Mr. Category No of Directorship in Number of memberships No of post of Chairperson

/ Ms) Name of the (Chairperson / listed entities including in Audit / Stakeholder in Audit / Stakeholder
Director
Executive / Non- this listed entity Committee(s) including Committee held in listed
Executive / this listed entity entities including this listed
Independent / entity
Nominee)& Tenure* (Refer Regulation 25(1) (Refer Regulation 26(1)
of Listing Regulations) of Listing Regulations) (Refer Regulation 26(1) of
Listing Regulations)
Mr. Meleveetil Chairperson - 7 months 6 8 4
Damodaran Non-Executive
- Independent
-
Dr. Anupam Khanna Non-Executive - 60 months 1 2
Independent
- - -
Mr. Rahul Bhatia Non-Executive 1
- - -
Mr. Rakesh Gangwal Non-Executive 1
-
Mr. Rohini Bhatia Non-Executive 1 1 1
- -
Ms. Anil Parashar Non-Executive 1 2
CLAUSE 49 COMPLIANCE: INTERGLOBE AVIATION
2. COMPOSITION OF COMMITTEES:
S. No. Name of Committee Name of Committee Category (Chairperson / Executive /
members Non-
Executive / Independent / Nominee) $

1 Audit Committee Mr. Meleveetil Damodaran Chairperson - Non-Executive -

Independent
Dr. Anupam Khanna Non-Executive - Independent
Mr. Anil Parashar Non-Executive
2 Nomination and Remuneration Committee Dr. Anupam Khanna Chairperson - Non-Executive -
Independent
Mr. Meleveetil Damodaran Non-Executive - Independent
Mr. Anil Parashar Non-Executive
3 Stakeholders Relationship Committee Mrs. Rohini Bhatia Chairperson - Non-Executive
Dr. Anupam Khanna Non-Executive - Independent
Mr. Anil Parashar Non-Executive
4 Risk Management Committee Dr. Anupam Khanna Non-Executive - Independent
Mr. Anil Parashar Non-Executive
Mr. Ronojoy Dutta Chief Executive Officer
AFFIRMATIONS

VI. Affirmations

1 The composition of Board of Directors is in terms of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. - No

2 The composition of the following committees is in terms of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

a. Audit Committee - Yes

b. Nomination & Remuneration Committee - Yes
c. Stakeholders Relationship Committee - Yes
d. Risk Management Committee (applicable to the top 100 listed entities) - Yes
3 The committee members have been made aware of their powers, role and responsibilities as specified in SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015. - Yes

4 The meetings of the board of directors and the above committees have been conducted in the manner as specified in SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015. - Yes
ISSUE / SCANDAL

 It all started when Rakesh Gangwal wrote to the Securities and Exchange Board of India (SEBI), asking it look into
violations of corporate governance rules and questionable related party transactions (RPTs). In response, Bhatia,
too, wrote to SEBI countering Gangwal’s allegations.
 Gangwal alleged that the unusual rights available to the IGE Group, in conjunction with the lack of diversity and
paucity of independent directors on the board, may very well be at the root of why governance matters have
taken a back seat at IndiGo.
At present Indigo appoints an independent chairman which is a sophisticated way to circumvent SEBI rules and avoid the
requirement of designating such a chairman as non-independent, which would then have required IndiGo to have a
majority of directors to be independent.
 RAHUL BHATIA’S RESPONSE TO THE ALLEGATIONS

 Rahul Bhatia, claimed that he bore most of the financial risk to grow the once
fledgling airline, justifying the wider powers vested on him to run IndiGo.
 IGE Group claimed that starting from financial year 2005-06 at a level of ₹143 crore
of personal guarantees by financial year 2009-10, the aggregate financial exposure of
IGE, Mr. Kapil Bhatia and Mr. Rahul Bhatia was well over ₹1,100 crore (consisting of
equity, non-convertible preference shares, and guarantees) while Mr. Gangwal was in
safe harbor with equity exposure of less than ₹15 crore; with no personal loans or
guarantees or any other financial obligations for IndiGo
PROPOSED SOLUTION
 Board to be expanded to 10 directors from the present six. IGE group will continue to have the right to
nominate CEO, MD, and president. It will also nominate 4 directors. Gangwal will continue to be the only
representative from his side and will not nominate any director. In addition to this, there will be four
independent directors.
 Appointment of an independent women director.
 In order to ensure the independence of directors, a head hunting firm will be appointed by the board to
search for directors.
 The IGE has assured in writing that it won't press for any policy change unless the complete board is
present. Gangwal has also ceded a little ground and accepted that any change brought out by a government
order would not need the Board's full strength.
 On the related party transactions, the company's audit committee now needs to get the board's inputs for
any transaction that is above Rs 2 crore and a bidding process would be mandatory for those contracts.
 The first right of refusal clause for buying each other’s shares will continue.
GOVERNANCE ETHICS
CORPORATE GOVERNANCE CERTIFICATE

 The Compliance of conditions of

Corporate Governance is the
Responsibility of the management
of the Company.

 In our Opinion and to the best of

our information and according to
the explanations given to us, we
certify that the Company has
complied with the conditions of
Corporate Governance.
THE POLICY FRAMEWORK

 Policy on Material Subsidiary

 Familiarization Programmes for Independent Directors
 Code of Conduct for Directors and Senior Management
 Policy for Determination of Materiality of Information and Events
 Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive
Information
 Code of Conduct to Regulate, Monitor and Report Trading by Designated Persons
 Policy on Related Party Transaction
THE POLICY FRAMEWORK

 Archival Policy
 Corporate Social Responsibility Policy
 Terms and Conditions of Appointment of Independent Directors
 Nomination and Remuneration Policy
 Policy on Diversity of Board of Directors
 Whistle Blower Policy and Vigil Mechanism
 Criteria for making payment to Non-Executive Directors
 Dividend Distribution Policy
POLICY ON DEALING WITH RELATED PARTY TRANSACTIONS

 Objective: The objective of the Policy is based on the premise that Related Party
Transactions are appropriate only if they are in the best interest of the Company and
its shareholders.
 Approval of the Board of Directors of the Company.
 Approval of the Shareholders of the Company
 Disclosures : Every Director of the Company is required to disclose the entities in
which they or their Relatives are interested or deemed to be interested.
 Related Party Transactions not approved under this policy are to be reviewed by the
Audit Committee.
TERMS AND CONDITIONS OF APPOINTMENT OF INDEPENDENT
DIRECTORS

 Tenure of Appointment : Upto five Consecutive years.

 Time Commitment : Expected to attend all the meetings of the Board of
Directors, Committees of the Board of Directors.
 Compliance with Code of Conduct, Policies and Other Regulations : Expected
to comply with the Company’s Code of Conduct for Directors and Senior
Management.
 Board Committees : May be requested to be appointed as member / chairman
of one or more Committees.
 Disclosure of Interest : Shall give a declaration to that effect confirming that
you meet the criteria of independence.
 Confidentiality : All information acquired during the tenure should not be
disclosed, either during your tenure or following termination to third party.
 CORPORATE SOCIAL RESPONSIBILITY POLICY
 IndiGo right from its inception has consistently made efforts and is continuing to make efforts towards reaching out to
the less privileged sections of society and contributing towards their betterment.
 CSR Committee : Shall comprise of three or more directors, out of which at least one director shall be an independent
director.
 Governance : Formulation and recommendation of the CSR Policy is the responsibility of the CSR Committee.
 All Projects undertaken by IndiGo pursuant to the CSR Policy are under the title “IndiGoReach”.
 Implementation Structure : Each Project shall either be undertaken directly by IndiGo or the Implementation Team shall
collaborate with a third party registered trust, society or company.
 Management Team :The Management Team shall comprise of senior members of the IndiGo management team who will
work directly under the guidance of the CSR Committee.
 Implementation Team: The Implementation Team shall comprise of the members of the CSR department of the Company
and such other employees/ persons as identified by the Management Team.
BUSINESS RESPONSIBILITY AND CORPORATE
SOCIAL RESPONSIBILITY
 THE 9 PRINCIPLES
 Businesses should conduct and govern themselves with Ethics, Transparency and Accountability;
 Businesses should provide goods and services that are safe and contribute to sustainability throughout their life
cycle;
 Businesses should promote the wellbeing of all employees;
 Businesses should respect the interests of, and be responsive towards all stakeholders, especially those who are
disadvantaged, vulnerable and marginalized;
 Businesses should respect and promote human rights;
 Business should respect, protect, and make efforts to restore the environment;
 Businesses, when engaged in influencing public and regulatory policy, should do so in a responsible manner;
 Businesses should support inclusive growth and equitable development;
 Businesses should engage with and provide value to their customers and consumers in a responsible manner.
DETAILS OF COMPLIANCE
CSR INITIATIVES

Children and
Education

Women
Environment
Empowerment

6E
Heritage
Responsibility
REASON FOR NOT SPENDING THE PRESCRIBED AMOUNT

 The Company has spent less than 2% due to two reasons:

 Firstly because the Company wanted to draw future programs basis the learnings from existing projects and
 Secondly, the Company has a stringent system for monitoring of CSR funds that are being incurred by our CSR
partners and as a policy, we do not release tranches unless 90% of our last tranche has been utilised and
milestones of our programs achieved.