Decision taken by Director Goneral (DG), Directorate General of Civil Aviation (DGCA) as per directions of Hon'ble High Court ,Delhi in CM No. 19222/2026 in WP (C) No. 1373/2014 Hon'ble High Court of Delhi while disposing of CM No. 1922/2016 In WP (C| No, 1373/2014 has passed the following order on 11.11.2016 “keeping in view the statutory rules which requires a statutory cuthority t0 look into such issues, in hormony with the prayer in the application, we dispose of CM No. 19222/2016 directing that within a week from today respondent No. 5 shall supply ta the Director General of Civil Aviation a true copy of the Brand Licensing Agreement dated April 17, 2013 which shall be considered by the Director General of Civil Aviction with the definition of ‘Contra’ referred to in paragraph 4 above in mind ond should need arise, to seek a clarification from respondent No, 5 wauld do so, and take a decision within four weeks thereafter. The decision would be with reference to the Brand Licensing Agreement Keeping in view whether its contents lay down terms and conditions concerning the control and management of respondent No. 5. While taking the decision respondent No. & would keep into focus the provisions of the Air Croft Rules, 1937 and Schedule x (Schadule Xi), which requires that in case of a campany or a body corporate its substantial ownership and effective contro) is vested in Indian citizens.” 2, The essential conditions for issue of Air Operating Permit ADP) are spelt out in Schedule XI oF the Aircraft, Pules, 1937 which provide: ‘ir Operator Permit to operote Scheduled air transport services in pursuance of sub-rule (2) ond (1A) of Rule 134 may be granted either: i) to acitizen of nia, or fi, to a compony or a body corporate provided that — (a) its cegsstered end has its principal place of business within indio; 0) the Chairman and at leest two-thirds of is Directors ore citizens of Indio; and (6) its substantial onmership and effective control vests with Indian nationals. The term “Ownership” and "Controt” as was applicable during grant of AOP has been defined respectively, in Para 2.1.26 and Para 2.1.7 of the Consolidated FD! Policy. These paras read! Pora 2.1.26:.A company is considered os ‘Owned! by resident Indian Citizens if more than 50% of the capital in its beneficially owned by resident indian citizens end/ or Indian companies, which are ultimately owned ond controlied by resident indion citizens. Pare 2.1.7: Contra!’ shall include the right to appoint a majority of the directors or to control the management or policy decisions including by virtue of their shareholding or management rights or shareholders agreements or voting agreements. 3. As per the documents evailable with DGCA the registered office and principal place of business of Air Asia (India) Private Limited [hereinafter referred to as Air Asia India) is located within India, The Chairman and at least two-thirds of the Directors of Air Asia India are Indian Nationals. 'as per the Shareholders Agreement dated April 17, 2013 submitted with DGCA at the time of grant of AOP, 51% of shareholding of Air Asia India vests with Indian Nationals thus establishing the requirement of substantial ownership. Gino, 19222/2016 in wr (¢) No. 2373/2024 peeRegarding control of the company, Charman and at least two-thirds of the Directors on the Board of Air Asia India are Indian Nationals and Board is responsible for management, supervision, direction and control of the company, Mernorandum of Association of the company provides detais of the corporate governance, conduct of board meetings which establish that by virtue of the shareholding patterns, majority of the directors on the Board of the Company and voting rights, the control of the company ves:s with Indian citizens Brand License Agreement (BLA) ‘i (i). (ai) The BLA in focus is entered Into between Air Asia Berhad (licensor) and Air Asie India (Licersee) wherein the licensor has granted to Licensee the right to operate scheduled air services under the trede name and livery of the Licensor in accordance with the terms of the Agreement I have read the Brand License Agreement (BLA) entered into between Air Asia Berhad and Ait Asia India. Certain provisions of the BLA, especially relating to granting of license, obligations of licensee and the “Operating Requirements’ requiring Alr Asia India for information sharing, adopting products/services developed by oF approvals at the level of Air Asia Group, need closer examination to see whether those concern the control and management of Air Asia India. These provisions are detailed below: Clause 2 “License” of the agreement provides : “2.1. In consideration of the payment of the Fees by the Licensee to the Licensor and the subject to the other terms of this Agreement, the Licensor hereby grants to the Licensee, a nen-astignoble, license to reproduce and use the AIRASIA Brand only to the followings (icense”y” 2.1.1 inand for the purpose of the Business Operations. 24.2 Under the Permitted Name {including to adopt it as the Licensee's cerporote name for the durotion of this Agreenrent); and 2.1.3 in ond for the purpose of Marketing Communications. 2.2. The License is being granted by the Licensor to the Licensee subject to the following conditions "2.2.1 the Licensee shall, at all times, comply with the Branding Guidelines and Operating Requirements in all aspects of its Business Operations, in accordance with the provisions of this Agreement; ond 2.2.2 the Licensee shall not use the AIRASIA Brand or any part of the AIRASIA Brand on or in relation to any items of mercharalse without prier written consent of the Licensor (which consent shal not be unreasonably withheld) and in accordance with any further reasonable conditions attacked to that consent.” Clause 5 “Licensee’s Obligations” puts following major obligations on the licensee: “6.1 The Licensee shall adopt and implement the Branding Guidelines and Operating Requirements.” 5.2 The Licensee shall maintain the necessary standards of quality and skill in relations to the proper conduct of the Business Operations, and shal! promote the Services, the Licensed Flights ond the AIRASIA Brand ard, subject to Applicable Laws, use its best endeavours to protect the AIRASIA Brand in accordance with the provisions of this Agreement, the Bronding Guidelines and the Operating Requirements. ‘Ch No, 1922/2016 in We (C) No 1379/2014 Bef Page 125.3 The Licensee shall conduct the Business Operations in accordance with this ‘Agreement ond comply strictly with oll requirements, specifications, directions, ‘standards, proctices and procedures as set out in the Bronding Guidelines, Operating Requirements and know-how communicated by the Licensor to the Licensee (if any) from time to time, Without limitation the Licensee shall ensure at ai! times that the ‘Airdsia Marks and the Permitted Nae are used in accordance with the Brending Guidelines and Operating Requirements 5.5 The Licensee shall preserve the Goodwill and reputation essaciated with the Licensed Property ond AirAsia Marks. 5.6 The Licensee sholl dilgently carry on the Business Operations strictly in terms of the Operating Requirements and use all reasonable endeavours to promote and ‘expand the Business Operations. 5.7. The Licensee sholl, to the extent commercially practicable and reasonable for the Licensee, participate in and comply with any promotional activities as reasonably directed by the Licensor from time to time. 5.10 The Licensee shall maintain as the minimum standord acceptable, the standard of operations laid down in the Branding Guidelines ond the Operating Requirements, in order to maintain the reputation of the Business Operations ond of the AIRASIA Brand, ‘and to meet acceptable standards of quality, relating, inter alfa ond without limitation, to appearance, presentation and cleanliness of the Licensee's employees and Customer Service Staff. 5.22. The Licensee shall furnish the Licensor with @ copy of such traffic, operating ond financial information relating to the Business Operations as the Licensor may reasonably request from time to time. 5.24 Tne Licensee shall consult the Licensor on the IT Systems t0 be used by the Licensee for ts Business Operations ond, to the extent commercially practicable, the Licensee shall use, at Its own cost, such IT systems os may be recommended by the Licensor. 5.25 The Licensee shall, to the extent commercially practicable and to the extent permissible under Applicable Laws, porticipate in ony, loyalty, reward and/or other similor programmes, initiatives and/or campaigns as the Licensor moy determine necessary to promote and enhance the Business Operations.” BLA defines ‘Business Operations’ as: 41.10 “Business Operations” means the conduct and promotion of the Services ond Licensed Flights to be undertoken by the Licensee under the Permitted Nome and the AIRASIA Brond, strictly in compliance with all requirements, specifications, directions, stondards, practices ond procedures as set out in the Know-how communicated by the Licensor to the Licensee from time to time and in accordance with the Branding Guidelines and Operating Requirements.” (Cl No, 1922/2026 in WP {¢) No. 1373/2014 3 of Page 12 LLP“Operating Requirements’ is defined in BLA as follows: “1.1.35 “Operating Requirements” means the standards, specifications, methods, processes, techniques, systems, manuals, procedures and guidelines (as may be amended, supplemented or varied from time to time in accordance with this agreement) adopied, observed and epplied by the Licensee in the conduct of the Business Operations including without limitation the current Operating Requirements as oppended hereto as Schedule 4.” Schadule 4 of the Brand License Agreement lists 12 Operating Requirements to be determined in Air Asia's sole discretion which the licensee is required to observe and comply strictly. Prominent provisions under each of these Operating Requirements are summarized and given at Annex: 1. Observations on the provisions of operating requirements | have examined the ‘Operating Requirements’ and observations follow: a. Wi) (ii. Services like ‘ancillary’, ‘branding’, ‘catering and in-flight services’ and ‘customer experience’ relate to providing uniformity of services, display of the brand logo in a particular way and training of staff to ensure adherence to practices and processes as defined by the Licensor. They also seek to ensure that pessengers have the same standards of services when they fly under the brand across the globe. Similarly, provisions relating ‘Sales and Distribution’ enable the uniformity in terms of products and their mode of sales across the network, The provisions appropriately provide for local customisation, in terms of regulations and local needs. In case of ‘Innovation, Commercial and Technology’, it is observed that the use of common software platforms for sake of reliability, security, benefit of pricing and inventory management and uniformity across networks is common practice in the aviation industry. Operators are free to source systems and processes from various sources as long as the standards required by DGCA are met. Such systems and processes ere verified before Issue of approval under relevant regulations, Many of these products are standard software commonly used across aliline operators. Services relating to engineering, flight operations, safety and aspects of customer experience like ground operations manual and station head manual are subject to applicable laws and local regulatory requirements. For ensuring Sefety Issues which include Air Asia India's Flight Data Analysis, Safety Review Meeting (SRM), Safety Review Board (SRB) and investigations related to sefety incidents, elaborate provisions are contained in Aic Asia India’s Flight Safety Manual and Safety Management System ‘Manual which are appreved by DGCA as per its regulations and continuous surveillance is carried for the compliance. CEO of Air Asia India heads SRB and |s responsible and accountable to DGCA for compliance. Similarly any safety related Incidents are investigated as per regulations prevalent in India. For flight operations, DGCA has approved, ‘Operations Manual’ for Air Asia Incla as Is done for any other Scheduled Airline of India. This document is mandatory for Issue of AP and compliance to its provisions is compulsory for continued aircraft operations. Operations Manual contains provisions for Training Programs, policies and procedures, safoty to flight operations. Air Asia India has appointed various post holders like Chief Executive Officer (Accountable Manager|, Director of Flight Operations. Head of Engineering with the acceptance or approval of DGCA. These post holders ere accountable for compliance of the regulations and appropriate action can be taken as per regulations in case of non-performance. Gi Ne, 1922272016 mh WP (C) No. 1373/2018 ‘Wofrage 12vl. All engineering related activities are directed at the aircraft being in the state of airworthiness as determined and approved by the local aviation regulator i.e. DGCA a5 per its published regulations. Right from the time of registration of aircraft in india ti iis expiration, DGCA ensures regulatory compliance. Wt Includes the Certficte of Registration, Certificate of Airworthiness, approval of aircraft maintenance programme, airworthiness review certificate, approval of key personnel of continuous airworthiness management organization and CAR 145 maintenance requirements. All the manuals in this regard are to be crafted, approved and kept under continual surveillance 95 per regulations of the DGCA. (ul. Regarding, services relating to Finance/Corporate Finance, the perusal of relevant extracts of the meetings of the Board of Directors of Air Asia India shows that the budget of the Company is approved by the Board of Directors. Similarly, for ‘Revenue Management’ and ‘Marketing’, the perusal of the relevant documents of Air Asia India shows thet Indian citizens are recruited to the managerial posts wherein reeruitment is done by senior management of the company (which is indian). The orgenization chart of the company, which is approved by DGCA as part of the Operations Manual and snows reporting channels in the management of the company, is at Annex-2 (ull. As licensor has expectations in terms of standard of performance to maintain the essence of the brand, they sat terms and conditions to achieve that. The examination shows that the terms and conditions provided in BLA are for uniformity for brand use and quality of services and provide for compliance to local regulations. Any inputs oF approvals if obtained from teams of Air Asia Group are subject to local regulations af Scheduled operations are subject to all regulatory provisions of DGCA. Clause 5.2, ‘icensee’s Obligations’ provides for the licensee to use its best endeavors to protect the AIRASIA Brand in accordance with the provisions of this Agreement, the Branding Guidelines and the Operating Requirements subject to Applicable Laws. Brief notes depicting necessity for compliance to Indian Regulations, on some provisions provided in ‘Operating Requirements’, are at Annex-3 and Annex-4. 8. Clauses 5.20 and 9 of the BLA read as follows: "5,30 The Parties agree that: 5.30.1 substantial ownership ond effective Control of the Licensee remains, at all times, with Indian residents; $.30.2. ‘all foreign nationals likely to be associoted with the Licensee's Business Operations and ail technical equipment that is imported for use in the Licensee's Business Operations obtains oporopriate security clearances in such form and manner as may be prescribed under Applicable Laws; 5.30.3. the Licensee 1s in compltance with all Applicable Laws {including Applicable Laws relating to foreign investment in the Business Operations) and the conditions of ony approval or license granted to the Licensee by ony Governmental Authority pursuant (0 which the Licensee is permitted to carry on its Business Operations. Notwithstanding onything contained in this Agreement the Licensee shall not be obliged to undertake any oct or omission which wil result in a breach of the provisions of Clouse 5.30." "9, The Licensee shall comply, to the extent permissible and not inconsistent with ‘Applicable Laws, with ail the Operating Requirements.” EM No. 1922/2016 in WP (C) No. 1373/2014 5 of Page 12‘Applicable laws’ is defined in BLA as: “1.1.8 “Application Law” means olf applicable provisions of alt (i) constitutions, treaties, statutes, laws fincliding the common law), codes, rules, regulations, ordinances, orders, directives, guidelines of any Governmental Authority; (i) regulatory opprovals; (ii) orders, decisions, injunctions, judgements, awords and decrees of or agreements with any Governmental Authority; (iv) rules of any stock exchange; (v) legally mandated accepted accounting stondards; ond (vi) other binding action or requirement of an Governmental Authority.” Provisions of clause 5.30 mandate that the substantial ownership and effective control of Air Asia India would always be in line with and canformity with applicable laws of India. Clause 9 further mandates the Licensee to comply with Operating Requirements as Provided in BLA to the extent permissible and not inconsistent with applicable laws of India. 9. Clause 27 of the Agreement "Entire Agreement" reads as follows: “This agreement and the other Transaction Documents shall contain the entire understanding of the Parties and shail be read in conjunction with each other and shall supersede oll prior ogreements and understandings, both written and oral, among the Parties with respect to the subject matter hereof, including but not limited to the Memorandum of Agreement entered into between the Licensor, Air Asia Investment Ltd., Tata Sons Limited and Telestro Tradeplace Private Limited dated February 19, 2013" 10. BLA needs to be read with ‘Transactional Documents’ (as defined in Clause 1.1.57 of Shareholders’ Agreement (SHA) and refers to SHA, the Share Subscription Agreement, The Brand License Agreement and eny ancillary documents thereof}, and also with Memorandum of Association, Collaboration Agreement and the Applicable Laws as defined in the BLA. Based on the relevant documents, status about ‘substantial ownership and effective control’ of Air Asia India has already been clarified in paras 3 and 4, Under covenants of Memorandum of Association (para 84), it is provided that company shall conduct its business in accordance with Branding Guidelines and Operating Requirements subject to unanimous consent of all shareholders. It also provides that Branding Guidelines or Operating Requirements could be ‘amended/mouified for which prior approval of Soard shall be required. Operating requirements, business operations, and terms and conditions provided in the BLA are subject to approval of its Board of Directors and subject to regulatory requirements of India. The BLA itself provides for compliance with applicable laws of India and also mandates the parties that ‘substantial ‘ownership and effective control of the licensee remains, at all times, with Indian residents, 11. Based on the review of BLA along with the provisions of Aircraft Rules 1937 and Schedule Xi and definition of control as provided in the FOI Policy, | do not find that the terms and conditions faid down in BLA dilute the ‘substantial ownership and effective control’ of Air Asia India being vested with Indian Nationals, Further, status on Issuance of AP to Air Asia India does not change. DE o2f2e1t Date: February 08, 2017 {Balwinder Singh Bhullar) New Delhi Director General, Directorate General of Civil Avi (Cha No, 1922/2016 in WP (Cc) No, 1373/2014 Got PagerAnnex-1 SUMMARY OF ‘OPERATING REQUIREMENTS’ (SCHEDULE 4, BLA) ‘A. Ancillary: It provides that ancillary products end services such as excess baggage ,not seat. red carpet ,ineflight food and beverages etc offered by the licensee including third party providers of ancillary products and services requires approval of AirAsia Group's Ancillary team. Bb, Branding: provides that the brand idertity and advertising Identity should be as provided by the Air Asia Group's branding team or consistent with theie practice Further that artwork representing the AIRASIA brand requires approval of Air Asia Group's Branding tearr €. Catering and In-Flight Services: detalls requirement for in flight products and services in terms of suppliers handling and presentation procedures ;maintenance of safety standarcs training of staff handling such services and approval of these services along with pricing shall be done by Air Asia Group's Catering and In-flight Services team. 1. Customer Experience: contains requirements for ground and ramp staff training, adherence to Air Asia Group’s ground operations manual, station head manual, station emergency manual and any deviations for any reason require approval of Air Asia. It also contains requirements pertaining to booking and payment options and call centre standards. £. Engineering: provides that all the engineering related purchasing or leasing contracts shall be on the terms approved by Air Asia Group. Engineering support services to adhere to relevant manual of Air Asia except where local regulations require local compliance. All the engineering related activities are to be performed as per the laid down policies which include aircraft parts to come {rom Air Asia Groups pooling of spares, periodic reporting to, end moritoring by Air Asia Group's Engineering office. Major variations to the requirements in order to comply with local regulation shall be approved by Air Asia Group's Head of Engineering, F. Finance/Corporate Finance: It lays down financial management of the airline in terms of complying with statutory reporting requirements, internal aucit system controls, transparent procurement process, handling of forex. and fuel hedging, financial risk management and fuel procurement. Among other things, it alzo requires the airline budget to be approved by Air Asia Group's Chief Executive Officer. G. Flight Operations: The licensee is required to follow the SOPs defined by Air Asia Group, which includes inter-alia initial and recurring training using Air Asia Group's syllabus, Broup manuals, uniforms, policies and procedures, as well as licensee not permitted to enter into negotiations with any vendor for any system of equipment without prior approval of Air AS Group's Flight Operations team. Major variations to the requirements in order to comply with local regulation shall be approved by Air Asie Group's Flight Operations team. innovation, Commercial and Technology (ICT): The Licensee shall engage Air Asia Group's ict team in any system or database procurement decision and any negotiation with any vendor or ICT provider, shal also include Air Asia Group's Level team. The Licensee shall strictly adhere to SOPs relating incident escalation, Project change governance and ICT Security, The License shall also use the Common external facing ICT Systenrs, Common external facing Customer Care pplication, Common onalytics tools ané Common enterprise applications as determined by Air {Asia Group's ICT team Mio. 1922/2016 in WP (C) No. 1373/2034 7 of Pagel? LDIMarketing: For Air Asia Group's promotion, the Licensee shall adhere to the campaign directions and SOPs os determined by Air Asia Group, appoint managerial positions as approved by respective Air Asi Group Heads, Establish such promotions, advertising and publicity budget templates es approved by Air Asia, Establish an internal reporting system 2s approved by Air Asie, adhere to the Ar Asia Group's document and control process, develop the marketing plans that are in line with Air Asia Group's interest and strategy, train its staff at the centralised marketing induction and training to be conducted by Air Asia Group’s office, appoint any media agency or PR agency unless reviewed by Air Asia Group’s Marketing Head before the agreement is signed and implement any joint marketing plen with the third parties unless approved by Air ‘Asia Group's CEO. JeRevenue Management: The Licensee shall Adop! Air Asia Group's Revenue Management processes and systems, source and train local talent who will report to Air Asia's Group Revenue Management, recommend local pricing and promotional fares which will be set by Air Asia Grouo's Revenue Vanagement Team, adhere to the fare classes determined by Air Asia Group's Revenue Management team, inform and update all local fare regulations, regulatory obligations, local taxes and fees regularly and as and when required by Air Asia Group's Revenue Management team, K. Safety: Licensee shall comply with Air Asia Group’s Safety Policy Statement, flight data for all flights shall be provided to Air Asia Group's Flight Data Analysis Monitoring team for review and analysis for continuous safety monitoring, Licensee shall participate in monthly Safety Review Mesting (SRM) and quarterly Safety Review Board (SRB). All decision with regards to operational safety policies and procedures shall be made via Air Asia Group's Safety during SRM and SRB, All investigations related to safety incidents ere to be conducted by AirAsia Group's Safety team and full incidents report shall be established. the business rules L-Sales and Distribution: This details the licensee shall agree to comply and SOPs for soles and distribution channels of Air Asia Group such as Online, Giobal Distribution System, Online Travel Agency, Ticketing Kiosks, Airport Sales Counters ete, These Channels are governed by Air Asia Group's Regional Team and formalised in their respective SOP. The Licensee is recuired to offer new products and promotions In accordance with the Air Asia Group's instructions, licensee to comply with, subject to variations required for local customisation, commercial deals and business rules 2s reviewed and defined by Air Asia Group. CM No, 19222/2016 in We (C) No. 1373/2014 8 of Pagel2 2Annex-2 (GoHOUST OF FLIGHT COERATIONS CM No. 2922/2016 in WP (C) No, 3373/2014 got Pager2Annex3 OBSERVATIONS ON ‘SAFETY ISSUES’ (ISSUE K — SCHEDULE 4) IN BRAND LICENSE AGREEMENT The licensee shall ensure that flight data for all flights shall be provided to Air Asia Group’s Flight Data Analysis Monitoring team for review and analysis for continuous safety monitoring. As per the provisions contained in Para 6.2, 6.3 & 6.4 of DGCA approved Flight Safety Manual of Air Asia India, the monitoring, enalysis and preservation of DFDR data and CVR recordings is the sole responsibility of Air Asia India ‘The licensee shall participate in the Safety Review Meeting (SRM) which is conducted ‘every month and Safety Review Board (SRB) which is conducted every quarter. In accordance with Para 5.2 of the DGCA accepted Safety Management System Manvel, the Safety Review Board (SRB] must convene meetings on regular basis, the periodicity of which should not exceed one year. The SRB is headed by CEO of Air Asia India All decisions with regard to operational safety policies and procedures shall be made Air Asia Group's safety during SRM and SRB. in accordance with Para 5.2 of the DGCA accepted Safety Management System Manual, the Safety Review Board (SRB) heeded by CEO Air Asia India is responsible for functional areas and provides the platform to achieve the objective of resource allocation and neutral assessment of the effectiveness of the mitigation strategies. All investigations relatad to safety incidents are to be conducted by Air Asia Group's safety team and full incidents report shall be established. In accordance with Para 4.1 of the DGCA approved Flight Safety Manual, the Incidents other than serious incidents shall be investigated by the Permanent Investigation Board (PIB) under the supervision of Director of Air Safety(DAS), Chennai, The attendance of the representative of the DAS, Chennai in the PIB meetings is mandatory. Accordingly, incidents are investigated by PIB of Air Asia India, The licensee shall establish a Safety Management System (SMS) team as per ICAO requirement, The Safety Management System Manual of Air Asia India has been accepted by DGCA after scrutiny, The licensee shall comply with Air Asia Group's Safety Policy Statement. ‘The Safety Policy as contained in Para 4.3 of the DGCA accepted Safety Management System Manual along with Safety Objectives (Para 4.4) Is applicable to Air Asia India, which is duly signed by Accountable Executive and CEO of Air Asia india. (CM No. 19222/2016 in WP (C) No, 1373/2014 10 of Pagetz PEOBSERVE Annex: FLIGHT OPERAITONS' (ISSUE G, SCHEDULE 4) Du NSE AGREEMENT ‘All initial and recurring training to be done by ACF using Air Asia Group's syllabus with variations to meet regulatory requirements to be approved by Air Asia Groups Flight Operations Team. All echeduled airlines are required to obtain an approval for their Operations Manual Part D - training programme. Training programmes are required to be evolved on the basis of several training CARs and guidelines issued from time to time by the DGCA, DGECA doesnot approve syllabus that does not meet the requirements stated in CARS. ‘Nie Asia (India) Utd Training programme is approved by FSD, DGCA vide CAP 8100 Approval Process. The Air Asia india training programme was verified by FSD, DGCA and was approved on 15/7/2015 after it was found that it complies with the DGCA CARS. Group manuals, uniforms, policies and procedures shall be strictly followed by "he ‘eneee, with variations to meet regulatory requirements to he approved by Alr Alsa Groups Flight Operations Team. Group Manvals- Operations Manual was approved by DGCA after they were found to Be compliant with prevailing OGCA regulations. ‘All operators are required to follow the prevailing international prot determining the type of uniform that wil be used by thelr crew. Uniform policy i sted In the operations manual. Policies & Procedures ~ These are listed in the Operations Manual, Air Asia Indio és required to follow the policies and procedures issued by DGCA from time to time and not by any other entity such as ‘Group fight operations team’. {All systems and processes including IT systems currently in use by Air Asia Group is to be utilised and embraced by the Licensee, including but not limited to Merlot, AMDS, Navtech and Aerostratos. ‘This refers to various support systems that are employed by operators to administer processes ia the airline. Alnines are free to use eny such system to administer processes fequired by DGCA regulations. During certification and surveillance processes are checked by DGCA to verify regulatory compliance. Operational proficiency levels set by Air Asia Group are to be maintained at all times ‘and licensee shall provide its fullest cooperation to Air Asia Groups office in this regard. Operational proficiency requirements are set by DGCA in CAP 3100. imum proficiency isa pre-requirement for issue of AOP. bhir Asia operational proficiency was checked during the CAP 3100 process and was found satisfactory. Operational proficiency is verified during the regular audits and surveillances carried out by the DSCA. ‘Gh No, 19222/2016 in WP (¢) No. 1373/2014 of Page 12License shall not enter into any negotiations with any vendor for any system of ‘oquipment without prior approval of Air Asia Groups Flight Operations tear. # Allnegotiations to be done in the best interast of the group of airlines within the AirAsia Group + All technical communications with manufactures and vendors will be conducted via the technical representative for Air Asia Groups Flight Operations Team based at Air Asia Group's office. Operators are free to choose systems and processes offered by various vendors as long as the standards required by DGCA have been met. Systems and process are verified by DGCA before approval is issued as a part of CAP 2100 process, Systems are re-checked uring audit, surveillance and AOP renewal processes. ‘The Licensee is obligated to assist other airlines within Air Asia Group on best-effort basis, which includes but is not limited to manpower. a. Aircraft of Air Asia India have been issued AOP to engage in schedule operations, it is not permissible to share the aircraft with other (group) entities. b. Schedule operators may provide ground hancling, engineering and dispatch support to other entities without compromising resources for existing operations. Major vatiations from the above policies to comply to local regulation shall be approved by Air Asia Groups Flight Operations team with supporting documents before being adopted, ‘+ Operating policy is promulgated by the DGCA through various CARS + Operators have to adhere to all regulatory requirements as and when they are promulgated by the DGCA. Any variation / deviation requires prior written approval / dispensation of the DGCA. ‘The Licensee shall follow the SOPs defined by Air Asia Group. + SOPs are accepted by the DGCA after scrutiny ~itis contained in chapter 17 of Operations Manual Part A. CM No. 1922/2026 in WP (C) No. 1372/2014 12ef Page 12 PR