Investor Relations
InvestorPresentationProjectAvion 05 January 2011

Overview note on the consolidated business entity of Kingfisher Airlines:

Kingfisher Airlines is a part of The UB Group that is one of India’s largest conglomerates with diverse interests and a global presence. The UB Group is also the largest Indian manufacturer of beverage alcohol (beer & spirits) and the second largest drinks group in the world. Kingfisher Airlines has always been on the forefront of innovation, introducing several firsts in Indian aviation. Be it world-class in-flight service, delectable gourmet cuisine or a revolutionary personal in-flight entertainment system onboard.

The airline has received numerous awards for innovation, customer responsiveness and brand leadership since its inception. Kingfisher Airlines has introduced a new class of service called Kingfisher Red (formerly Deccan), a unique class of low fare flying offering a slew of benefits besides the trademark Kingfisher service at low fares.With this, Kingfisher Airlines now offers its guests three classes of service, Kingfisher First (business class), Kingfisher Class (premium economy class) and Kingfisher Red (low fare economy class). All the above three classes will also be available on the Airline’s international routes

Overview note on the Composite Scheme of Arrangement Between

Kingfisher Airlines

Deccan Charters Limited

Deccan Aviation Limited

This Composite Scheme of Arrangement was presented under Section 391 and other applicable provisions of the Companies Act, 1956, for transfer of the Non Scheduled Air Transport Services (Passenger) (Charter Services Operations) of Deccan Aviation Limited (“Deccan”) to Deccan Charters Limited (“DCL”) and the demerger of the Scheduled Air Transport Services (Passenger) undertaking (Commercial Airline Division) of Kingfisher Airlines Limited (“Kingfisher”) into Deccan on a going concern basis and consequent reduction of share capital and/or securities premium of Kingfisher / Deccan.

Preamble

Kingfisher was engaged earlier in the following businesses:

Scheduled Air Transport Services

Ground handling services

Training academy

  • Scheduled Air Transport Services
  • Commercial Airline Business
   

Deccan was engaged earlier in the following businesses:

Scheduled Air Transport Services

Non -Scheduled Air Transport Services

  • Scheduled Air Transport Services
  • Commercial Airline Business
  • Scheduled Air Transport Services
  • Charter Services Operations

The salient features of the Composite Scheme of Arrangement are as follows:

a. Upon the Scheme becoming effective, with effect from April 1, 2008 or such other date as the High Court may direct/fix (“Demerger Appointed Date”), the Commercial Airline Division Undertaking of KAL shall stand transferred to the Applicant Company, as a going concern.
b. The entire assets and liabilities of KAL will be taken over by the Applicant Company from the Demerger Appointed Date.
c.

Upon this Scheme becoming effective, in terms of Demerger Effective Date, the Applicant Company shall without any further application or deed, but subject to necessary approvals, issue and allot to each member of KAL, holding fully paid up Equity Shares in KAL and whose name appears in the Register of Members of KAL on the Demerger Record Date or his/her heirs, executors, administrators or the successors-in-title, as the case may be, in respect of every 7 fully paid-up Equity Shares of Rs. 10/- each held by each such member of KAL, 3 Equity Shares of Rs.10/- each in the Applicant Company credited as fully paid-up with rights attached thereto.

In addition to above, as regards the Preference Shareholders of KAL, following Preference Shares will be issued and allotted by the Applicant Company to the Preference Shareholders of KAL as on the Demerger Record Date:

1 (one) fully paid up 6% Redeemable Non-Cumulative Preference Share of Rs 100/- of the Applicant Company each for every 1(one) 6% Redeemable Non-Cumulative Preference Share of Rs 100/- each held in KAL.

d. With effect from the Demerger Effective Date, the name of KAL shall, without any further act or deed, be changed from Kingfisher Airlines Limited to Kingfisher Training and Aviation Services Limited.
e. With effect from the Demerger Effective Date, the name of the Applicant Company shall, without any further act or deed, be changed from Deccan Aviation Limited to Kingfisher Airlines Limited.
f. With effect from January 1, 2008 or such other date as the High Court may direct/fix (Slump Sale Appointed Date) the Charter Services Operations Undertaking of DAL shall be sold and transferred to DCL.
g. The entire assets and liabilities of the Charter Services Operations Undertaking of the Applicant Company will be taken over by DCL from the Slump Sale Appointed Date.

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