Cochin International Airport Limited Unlisted Shares Annual Reports

Cochin International Airport Limited Unlisted Shares

Cochin International Airport Limited (CIAL) Annual Report 2022-2023 Summary: **Chief Minister's Message:** CIAL achieved record profits in the financial year 2022-23 despite pandemic-related odds and domestic aviation sector challenges. The company has registered its highest revenue, operating profit, and net profit. It's now focused on enhancing both aeronautical and non-aeronautical facilities. Key expansion plans include adding 15 lakh square feet to the International Terminal's apron area and 5 lakh square feet to the terminal building, along with 8 new aero bridges and a 1.5 lakh square feet Import Cargo Terminal. Digi Yatra facial recognition systems and full body scanners are being installed to improve security check-up. A strategic agreement with the Taj group will oversee the operation of CIAL's 112-key five-star hotel, expected to be commissioned in March 2024. Additionally, a 1.5 lakh square feet commercial zone will be developed in front of the International Terminal. A transit accommodation facility is expected to be completed in 2024. Other projects include golf villas, sporting facilities, and a city hotel. **Annual General Meeting Notice:** The 29th Annual General Meeting will be held on September 25, 2023, via video conferencing. Ordinary business includes adopting the audited balance sheet and statement of profit and loss as of March 31, 2023, declaring dividends for the year ended March 31, 2023, and appointing directors. Special business includes appointing Dr. P. Mohamad Ali and Sri. M. A. Yusuffali as directors. Remote e-voting will be available to members. The voting period begins September 21, 2023 and ends September 24, 2023. The Register of Members and Share Transfer books will be closed from September 19-25, 2023. **Directors' Report and Operational Review:** CIAL achieved a record gross income of Rs. 770.91 crores in FY 2022-23, surpassing previous years. This was achieved despite operating at 90% of pre-COVID levels. Profit after tax was Rs. 267.17 crores. This represents an 84.12% revenue growth compared to the previous year. During the period under review, Cochin International Airport handled 8.9 million passengers. The share of international passengers is 42.13 lakhs. The total air traffic movement during this period was 61,232. The Board recommends a 35% dividend. A Right Issue of shares was undertaken. **Subsidiary Companies:** CIAL has four subsidiary companies: Cochin International Aviation Services Limited (CIASL), Air Kerala International Services Limited (AKISL), CIAL Infrastructures Limited (CIL), and CIAL Dutyfree and Retail Services Limited (CDRSL). CIASL is undertaking line maintenance services for international carriers and has secured approvals from various aviation regulators. **Corporate Social Responsibility (CSR):** CIAL has a CSR Committee and has identified strategic areas for achieving corporate and social objectives. **Directors and Key Personnel:** The Board recommends reappointment of Adv. P. Rajeeve and Adv. K. Rajan as Directors of the Company. The Board recommended the appointment of Sri. M. A. Yusuffali as non-retiring Director for a period of 5 years. **Auditors:** M/s. Krishnamoorthy & Krishnamoorthy are the Statutory Auditors. The Board recommends to appoint M/s.Varma & Varma as the Statutory Auditor of the Company till the conclusion of Annual General Meeting for the financial year 2027 - 28. **Financial Statements:** The document includes standalone and consolidated balance sheets, statements of profit and loss, statements of changes in equity, and cash flow statements. Key financial figures are provided for the years ended March 31, 2023 and March 31, 2022. **Additional Points:** The document provides detailed instructions for shareholders regarding remote e-voting, attending the Annual General Meeting through VC/OAVM, and processes for those whose email/mobile numbers are not registered. Annexures to the Directors' Report includes: financial statements of subsidiaries, the Secretarial Audit Report, Annual Report on CSR activities, details of energy conservation, and details of related party transactions.

Cochin International Airport Limited Unlisted Shares

After a gap of two years, aviation is starting to show a speck of hope. Government of Kerala has taken all possible steps to mitigate the adversities induced by the pandemic and institutions like Cochin International Airport Limited (CIAL) have contributed in a great way by helping the Government in its effort to combat the eventualities of the pandemic. Aviation is one of the worst-hit industries globally and CIAL incurred a loss of Rs.85.10 crores for the financial year 2020-21. However, CIAL introduced automation which instilled a sense of safety among both passengers and airlines and also made significant strides in infrastructural project implementation. It commissioned a 4.5 MW Arippara Hydropower project in November 2021 and a 12 MWp Payyanur Solar plant in March 2022 and also started renovation work for the T2 terminal to convert it into a Business Jet Terminal, in November 2022. The introduction of new methods of corporate governance and financial restructuring helped CIAL to grow further and the financial performance of the company has started showing a positive growth rate and has resulted in making a profit for the financial year 2021-22. The 28th Annual General Meeting of Cochin International Airport Limited will be held on Monday, the 26th September 2022 at 11.00 a.m. through Video Conferencing (VC) / Other Audio-Visual Means (OAVM) to transact the business outlined in the notice. This includes receiving, considering and adopting the Audited Balance Sheet as at 31st March 2022, the Statement of Profit and Loss for the year ended on that date, Annexures and Schedules thereto and the report of the Directors and Auditors of the Company and to appoint a Director in the place of Sri. E. M. Babu (DIN: 00788889) and Sri. N. V. George (DIN: 00278319) who retires by rotation and being eligible, offers himself for re-appointment and to appoint Statutory Auditors and fixation of remuneration. Members will consider increasing the Authorized Share Capital of the Company from Rs. 400,00,00,000/- (Rupees Four Hundred Crores) to Rs. 500,00,00,000/- (Rupees Five Hundred Crore). Members will also consider appointing Sri. E.K.Bharat Bhushan (DIN: 01124966) and Smt. Aruna Sundararajan (DIN: 03523267), as Independent Directors of the Company and the appointment of Sri. S.Suhas IAS, (DIN: 08540981) as the Managing Director, for a period of three years with effect from 10th June 2022. The total revenue for the year ended 31st March 2022 was Rs. 418.69 crores and the company earned an operating profit of Rs. 217.34 crores during 2021 - 22 with an increase of 224.39% and made a cash profit of Rs. 170.02 crores. The profit before and after tax were Rs. 37.69 crores and Rs. 26.12 crores respectively. CIAL handled 4.3 million passengers during 2021 and became the third largest airport in the country in the international sector. CIAL has weekly 1,190 air traffic movements as against 848 during the previous winter schedule. CIAL has four subsidiary companies, namely Cochin International Aviation Services Limited (CIASL), Air Kerala International Services Limited (AKISL), CIAL Infrastructures Limited (CIL) and CIAL Dutyfree and Retail Services Limited (CDRSL). During the period under review, consequent to the investment by Government of Kerala in the share capital of Kerala Waterways and Infrastructures Limited (KWIL), the status of KWIL as subsidiary company of CIAL has been ceased. KWIL currently remains as an associate company. The Company has in place adequate internal financial controls with reference to financial statements and during the year, such controls were tested and no reportable material weakness in the design or operation was observed. Sri. E.M.Babu (DIN: 00788889) and Sri. N.V.George (DIN: 00278319) who are liable to retire by rotation during the current Annual General Meeting, and being eligible, offers themselves for re-appointment. The Board therefore recommends their re-appointment as Directors of the Company. During the 130th meeting of the Board of Directors of the Company held on 25th February 2022, Sri.E.K.Bharat Bhushan (DIN: 01124966) and Smt. Aruna Sundararajan (DIN: 03523267) were appointed as Independent Directors of the Company for a period of three years from 25th February 2022. The Board of Directors, in their meeting held on 21st April 2022 resolved to extend the period of appointment of Sri S. Suhas IAS as the Managing Director of the Company for a further period of three years. The Independent Directors of the Company, Sri.E.K.Bharat Bhushan (DIN: 01124966) and Smt. Aruna Sundararajan (DIN: 03523267) have furnished declaration(s) to the Board that they meet the criteria of 'independence' as provided in sub-section (6) of Section 149. The policy relating to appointment of Directors, payment of Managerial remuneration, Directors qualifications, positive attributes, independence of Directors and other related matters is in compliance with Section 178(3) of the Companies Act 2013. M/s. Krishnamoorthy & Krishnamoorthy, Chartered Accountants, Ernakulam (Firm Registration No: 001488S), the Statutory Auditors of the Company, hold office till the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. The Board of Directors of your Company has appointed M/s.Korah & Korah, Chartered Accountants, Ernakulam (Firm Registration No: 006138S) as Internal Auditors, pursuant to the provisions of Section 138 of the Companies Act 2013 for the financial Year 2022 - 23. The Board of Directors of your Company has appointed M/s. SVJS & Associates, Practicing Company Secretaries, Ernakulam as Secretarial Auditor of the Company for the financial year 2021 - 22. The Annual Return of the Company as on 31st March 2022 is available on the Company's website and can be accessed at https://cial.aero/contents/viewcorporatecontent.aspx?linkId=71 The purpose of constituting the Nomination and Remuneration Committee is to formulate the criteria for determining qualifications, positive attributes and Independence of a Director and recommend to the Board, a policy relating to the remuneration for the Directors, Key Managerial Personnel and other Employees by striking a balance between the interest of the Company and the Shareholders. The Board has re - constituted the Audit Committee with the following members; 1. Sri. E. K. Bharat Bhushan / Independent Director 2. Smt. Aruna Sundararajan / Independent Director 3. Sri. E. M. Babu / Non - Executive Director The unclaimed dividend pertaining to the financial year 2014 - 15 is due for remittance to the Investor Education and Protection Fund of Central Government in this year. The voting period begins from 09.00 hours (IST) on 22nd September 2022 and ends at 17.00 hours (IST) on 25th September 2022. Shareholder will be provided with a facility to attend the AGM through VC / OAVM through the CDSL e-voting system. The present Authorised Share Capital of the Company is Rs. 400,00,00,000 (Rupees Four Hundred crore) comprising of 40,00,00,000 (Forty crore) Equity Shares of Rs.10/- each. The Board has accorded its consent for increasing the Authorised Share Capital from Rs. 400,00,00,000 to Rs. 500,00,00,000 by creation of 10,00,00,000 additional equity share of Rs. 10/- each.

Cochin International Airport Limited Unlisted Shares

CIAL's 2020-2021 Annual Report presents the company's financial performance, operational activities, and corporate governance practices for the fiscal year. **Financial Performance:** The COVID-19 pandemic severely impacted the aviation industry. Total income decreased to Rs. 252.71 crores, compared to Rs. 655.04 crores in the previous year. The company reported an operating profit of Rs. 67 crores, significantly lower than the Rs. 423.84 crores in 2019-20. CIAL made a cash profit of Rs.15.59 crores after accounting for interest. The Directors did not recommend any dividend due to the loss. **Operational Review:** The financial year 2020-21 started with a 21-day nationwide lockdown, suspending all airport operations except for rescue flights. The Vande Bharat Mission and bilateral air bubble arrangements partially offset the negative impact. The ban on scheduled international passenger flights was extended until August 31, 2021. The document provides details on aircraft, passenger, and cargo movement, showing significant decreases compared to the previous year: * Aircraft Movements: Decreased to 26,986 (International: 8,129, Domestic: 18,857), a 60.16% decrease. * Passenger Movements: Decreased to 24,70,096 (International: 9,19,346, Domestic: 15,50,750), a 74.56% decrease. * Cargo Movements: Decrease of 32% overall. **Subsidiary Companies:** CIAL has five subsidiaries: CIASL (aviation services), AKISL (low-cost airline), CIL (infrastructure and power), CDRSL (duty-free and retail), and KWIL (waterways). CIASL operationalized its MRO facility during the financial year. CIL has commissioned a 40 MWp solar power plant, maintaining the airport's status as the world's first fully solar-powered airport. Two CIL projects are in final stages to be commissioned in the second quarter of the current financial year: a 12 MWp solar power plant at Payyannur and a 4.5 MW capacity Arippara SHEP. Kerala Waterways and Infrastructures Limited undertook the inaugural ride of CIAL's 25-seater solar boat in February 2021. **Corporate Governance and Compliance:** The report includes information on the Board of Directors, Audit Committee, CSR Committee, and Nomination and Remuneration Committee. It details the appointment and remuneration of directors and auditors. It includes the Corporate Social Responsibility (CSR) activities. The company has an adequate system of business risk evaluation and management. The company is providing remote e-voting facility to its Members in respect of the businesses to be transacted at the AGM. **Financial Statements and Audits:** The report includes standalone and consolidated audited financial statements, along with the auditors' reports, balance sheets, statements of profit and loss, statements of changes in equity, cash flow statements, and notes on accounts. The report contains annexures including an extract of the annual return, the secretarial audit report, information on energy conservation and foreign exchange, related party transactions, and CSR activities. M/s. Krishnamoorthy & Krishnamoorthy, Chartered Accountants, are the Statutory Auditors. **Notice of the Annual General Meeting (AGM):** The 27th AGM will be held on September 2, 2021, via video conferencing. The ordinary business includes adopting audited financial statements and appointing directors and statutory auditors. Special business involves re-appointing Adv. P. Rajeeve and approving the appointment and remuneration of the Managing Director. Remote e-voting facility will be provided to members. The register of members and share transfer books will remain closed from August 27, 2021, to September 2, 2021.