Annual Report Annual Report 2018-2019
Total Page:16
File Type:pdf, Size:1020Kb
Global Vectra Helicorp limited SAFE, EFFICIENT, RELIABLE ANNUAL REPORT 2018-2019 1 Global Vectra Helicorp limited BOARD OF DIRECTORS Lt.Gen.(Retd.) SJS Saighal (Chairman) Ms. Rati Rishi (Non-Executive Director) Dr. Gautam Sen (Independent Director) Maj.Gen.(Retd.) Gurdial Singh Hundal (Independent Director) Dr. Chandrathil Gouri Krishnadas Nair (Independent Director) COMPANY SECRETARY Mr. Raakesh D.Soni AUDITORS Kalyaniwalla & Mistry LLP Chartered Accountants BANKERS IndusInd Bank Limited Standard Chartered Bank REGISTERED OFFICE A-54, Kailash Colony, New Delhi – 110 048 Tel. No.:-91-11-2923 5035 Fax No.:-91-11-2923 5033 CORPORATE OFFICE CONTENTS Hangar No.- C-He / Hf, Notice 1 Airports Authority of India, Civil Aerodrome, Juhu, Directors’ Report 9 Mumbai – 400 056 Management Discussion and Analysis Report 14 Tel. No.:-91-22-6140 9200 Fax No.:-91-22-6140 9253 Report on Corporate Governance 27 REGISTRAR & TRANSFER AGENTS Independent Auditors’ Report 34 Link Intime India Private Limited Balance Sheet 42 C -101, 247 Park, L.B.S Marg, Profit and Loss Account 43 Vikhroli (West), Mumbai – 400 083 Cash Flow Statement 45 Tel No.: - +91 – 022 – 4918 6000 Notes to the Financial Statements 47 2 Global Vectra Helicorp limited NOTICE “RESOLVED FURTHER THAT Mr. Anthony James The Twenty First ANNUAL GENERAL MEETING of the Global Baker also be entitled for the reimbursement of actual Vectra Helicorp Limited will be held on the Thursday, 26th day of entertainment, traveling, boarding and lodging expenses September, 2019 at 1.30 P.M. at ISKON Temple, Complex Hare incurred by him in connection with the Company’s business Krishna Hill, Sant Nagar Main Road, East of Kailash, New Delhi and such other benefits/amenities and other privileges, – 110 065, India, to transact the following business: as any from time to time be available to other Senior Executives of the company.” ORDINARY BUSINESS: “RESOLVED FURTHER THAT the Board be and is hereby 1. To receive, consider and adopt the Audited Profit and st authorised to do all such acts, deeds, matters and things Loss Account for the year ended 31 March, 2019 and the as in its absolute discretion, it may consider necessary, Balance Sheet as at that date together with the Report of expedient or desirable, and to settle any question, or the Directors and the Auditors thereon. doubt that may be arise in relation thereto and the Board 2. To appoint a Director in place of Ms. Rati Rishi, who retires shall have absolute powers to decide breakup of the by rotation and is eligible for re-appointment. remuneration within the maximum permissible limit and in SPECIAL BUSINESS: order to give effect to the forgoing resolution, or as may be otherwise considered by it to be in the best interest of the 3. To consider and if thought fit, to pass, with or without Company.” modifications, the following resolution as a Special Resolution:- 4. To consider and if thought fit, to pass, with or without modifications, the following resolution as a Special “RESOLVED THAT subject to the provisions of Sections Resolution:- 196,197 and 203 and all other applicable provisions of the Companies Act, 2013 (“the Act”) (including any statutory RESOLVED THAT pursuant to the provisions of Sections modification or re-enactment thereof for the time being 149, 150, 152 and any other applicable provisions of in force) read with Schedule V of the Act and Companies the Companies Act, 2013 (“Act”) and the Companies (Appointment and Remuneration of Managerial Personnel) (Appointment and Qualification of Directors) Rules, 2014 Rules, 2014 and Articles of Association of the Company (including any statutory modification(s) or re-enactment and subject to such approvals, permissions and sanctions, thereof for the time being in force) read with Schedule as may be required , and subject to such conditions and IV to the Act and Regulation 16(1)(b), 17(1A) and other modifications, as may be prescribed or imposed by any applicable regulations of the SEBI (Listing Obligations and of the Authorities including the Central Government in Disclosure Requirements) Regulations, 2015, as amended granting such approvals, permissions and sanctions, from time to time, approval of the Members be and hereby approvals of the Company be and is hereby accorded to accorded subject to approval of Ministry of Home Affairs the appointment and remuneration of Mr. Anthony James through the Ministry of Civil Aviation to re-appoint to Maj. Baker, as a Chief Executive Officer of the Company, under Gen.(Retd.) Gurdial Singh Hundal (DIN: 00390849), the Companies Act, 2013 for a period of Two years from 1st Independent Non-Executive Director of the Company who March, 2019 to 28th February, 2021 (both days inclusive) has attended age of 75 years to hold office for second term on terms and conditions including remuneration as set of five consecutive years with effect from 1st April, 2019 to out in the Explanatory Statement annexed to the Notice 31st March, 2024 and whose office shall not be liable to convening this Meeting with liberty to the Board of Directors retire by rotation”. (hereinafter referred to the “Board” which term shall be RESOLVED FURTHER THAT any Director or the deemed to include the Nomination and Remuneration Company Secretary of the Company or such other person Committee of the Board ) to alter and vary the terms and as appointed by Board be and is hereby authorised to do conditions of the said re-appointment and /or remuneration all acts, deeds and things including filings and take steps as it may deem fit and as may be acceptable to Mr. Anthony as may be deemed necessary, proper or expedient to give James Baker, subject to the same not exceeding the limits effect to this Resolution and matters incidental thereto”. specified under Schedule V of the Companies Act, 2013 or 5. To consider and if thought fit, to pass, with or without any statutory modification(s) or re-enactments thereof; modifications, the following resolution as a Special RESOLVED FURTHER THAT the terms of remuneration Resolution:- as set out in the Explanatory Statement of this resolution RESOLVED THAT pursuant to the provisions of Sections shall be deemed to form part hereof and in the event of 149, 150, 152 and any other applicable provisions of loss or inadequacy of profits in any financial year during the Companies Act, 2013 (“Act”) and the Companies the tenure of the appointment of Mr. Anthony James Baker, (Appointment and Qualification of Directors) Rules, 2014 Chief Executive Officer of the Company, he shall be paid (including any statutory modification(s) or re-enactment salary, perquisites and other allowances as the minimum thereof for the time being in force) read with Schedule remuneration, subject to ceiling as specified in Schedule V IV to the Act and Regulation 16(1)(b), 17(1A) and other of the Companies Act, 2013 from time to time and subject applicable regulations of the SEBI (Listing Obligations and to such other approvals as may be required, in accordance Disclosure Requirements) Regulations, 2015, as amended with the provisions of the Companies Act, 2013. 1 Global Vectra Helicorp limited from time to time, approval of the Members be and hereby by the Securities and Exchange Board of India (“SEBI”) accorded subject to approval of Ministry of Home Affairs or any other relevant authority from time to time to the through the Ministry of Civil Aviation to re-appoint to extent applicable, and such other approvals, permissions Dr. Chandrathil Gouri Krishnadas Nair (DIN 00059686), and sanctions as may be considered necessary by the Independent Non-Executive Director of the Company who Board of Directors of the Company and subject to such has attended age of 75 years to hold office for second term conditions as such bodies or authorities may impose at the of five consecutive years with effect from 1st April, 2019 to time of granting their approvals /consents /permissions / 31st March, 2024 and whose office shall not be liable to sanctions and which may be agreed to by the Board of retire by rotation”. Directors of the Company (the ‘Board’ which term shall RESOLVED FURTHER THAT any Director or the include any Committee which the Board of Directors may Company Secretary of the Company or such other person have constituted or may hereafter constitute for the time as appointed by Board be and is hereby authorised to do being for exercising the powers conferred on the Board of all acts, deeds and things including filings and take steps Directors by this Resolution), consent of the members be as may be deemed necessary, proper or expedient to give and is hereby accorded to the Board to roll over 65,93,490 effect to this Resolution and matters incidental thereto”. (Sixty Five Lakhs Ninety Three Thousand Four Hundred Ninety ) 5.46% Non-Convertible Cumulative Redeemable 6. To consider and if thought fit, to pass, with or without Preference shares of face value 100/- (Rupees Hundred modifications, the following resolution as a Special only) each of the Company issued at a price of 100/- Resolution:- (Rupees Hundred only) each i.e. at a nominal value of 100/- RESOLVED THAT pursuant to the provisions of Sections (Rupees Hundred only) per share allotted on 27.12.2010 149, 150, 152 and any other applicable provisions of to M/s Vectra Limited, a Company incorporated under the the Companies Act, 2013 (“Act”) and the Companies laws of United Kingdom which are due for redemption on (Appointment and Qualification of Directors) Rules, 2014 26.12.2017 to the intent that the said preference shares (including any statutory modification(s) or re-enactment will be redeemed at a later date as hereafter stated; thereof for the time being in force) read with Schedule RESOLVED FURTHER THAT the said Non-Convertible IV to the Act and Regulation 16(1)(b), 17(1A) and other Cumulative Redeemable Preference Shares shall continue applicable regulations of the SEBI (Listing Obligations and to carry same rights and value as originally issued.