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Annual Report 2014-2015 Download In SafeEfficient Reliable annual report2014-2015 GLOBAL VECTRA HELICORP LIMITED BOARD OF DIRECTORS Lt.Gen.(Retd.) SJS Saighal (Chairman) 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 B S R & Co. LLP Chartered Accountants BANKERS The Royal Bank of Scotland N.V. REGISTERED OFFICE CONTENTS A-54, Kailash Colony, Notice 1 New Delhi – 110 048 Tel. No.:-91-11-2923 5035 Directors’ Report 11 Fax No.:-91-11-2923 5033 Management Discussion and Analysis Report 15 CORPORATE OFFICE Report on Corporate Governance 28 Hangar No.- C-He / Hf, Independent Auditors’ Report 35 Airports Authority of India, Civil Aerodrome, Juhu, Balance Sheet 38 Mumbai – 400 056 Tel. No.:-91-22-6140 9200 Profit and Loss Account 39 Fax No.:-91-22-6140 9253 Cash Flow Statement 40 REGISTRAR & TRANSFER AGENTS Notes to the Financial Statements 41 Link Intime India Private Limited C-13, Pannalal Silk Mills Compound, L.B.S. Marg, Bhandup (W), Mumbai – 400 078 Tel No.:-91-22-2596 3838 1 GLOBAL VECTRA HELICORP LIMITED NOTICE deemed to include the Nomination and Remuneration The Seventeenth ANNUAL GENERAL MEETING of the Global Committee of the Board ) to alter and vary the terms and Vectra Helicorp Limited will be held on the Tuesday, 22nd day of conditions of the said re-appointment and /or remuneration September, 2015 at 1.30 P.M. at ISKON Temple, Complex Hare as it may deem fit and as may be acceptable to Mr. Eduard Krishna Hill, Sant Nagar Main Road, East of Kailash, New Delhi Van Dam, subject to the same not exceeding the limits – 110 065, India, to transact the following business: specified under Schedule V of the Companies Act, 2013 or any statutory modification(s) or re-enactments thereof; ORDINARY BUSINESS: RESOLVED FURTHER THAT notwithstanding any herein, 1. To receive, consider and adopt the Audited Profit and where in any financial year during the tenure of the Chief st Loss Account for the year ended 31 March, 2015 and the Executive Officer, the Company has no profits or its profits Balance Sheet as at that date together with the Report of are inadequate, the Company may subject to receipt the Directors and the Auditors thereon. of the requisite approvals including approval of Central 2. To appoint a Director in place of Lt. Gen. (Retd.) SJS Government if any, pay to the Chief Executive Officer, Saighal, who retires by rotation and is eligible for re- the above remuneration as the minimum remuneration by appointment,. way of salary, perquisites, other allowances and benefits as specified in the explanatory statement annexed to the 3. To appoint Auditors and to fix their Remuneration and Notice convening this Meeting and that the perquisites in this regard to consider and if thought fit, to pass, with pertaining to contribution to provident fund, superannuation or without modification(s), the following resolution as an fund or annuity fund gratuity and leave encashment Ordinary Resolution: shall not be included in the computation of the ceiling on “RESOLVED THAT pursuant to the provisions of section remuneration specified in Section II and Section III of part 139 and other applicable provisions, if any, of the II of Schedule V of the Companies Act, 2013 Companies Act, 2013 and Rules framed thereunder, as “RESOLVED FURTHER THAT Mr. Eduard Van Dam also amended from time to time, and in accordance with the be entitled for the reimbursement of actual entertainment, resolution passed by the shareholders of the Company traveling, boarding and lodging expenses incurred by him at the 16th Annual General Meeting held on 26th day of in connection with the Company’s business and such September, 2014 the reappointment of M/s B S R & Co. other benefits/amenities and other privileges, as any from LLP, Chartered Accountants, Mumbai (Registration No. time to time be available to other Senior Executives of the 101248W/W: 100022), for the financial year 2015-2016 company.” be and is hereby ratified as Auditors of the Company, at such remuneration as may be mutually agreed between “RESOLVED FURTHER THAT the Board be and is hereby the Board of Directors and the Auditors.” authorised to do all such acts, deeds, matters and things as in its absolute discretion, it may consider necessary, SPECIAL BUSINESS: expedient or desirable, and to settle any question, or 4. To consider and if thought fit, to pass, with or without doubt that may be arise in relation thereto and the Board modifications, the following resolution as a Special shall have absolute powers to decide breakup of the Resolution: remuneration within the maximum permissible limit and in “RESOLVED THAT subject to the provisions of Sections order to give effect to the forgoing resolution, or as may be 196,197 and 203 and all other applicable provisions of the otherwise considered by it to be in the best interest of the Companies Act, 2013 (“the Act”) (including any statutory Company.” modification or re-enactment thereof for the time being 5. To consider and if thought fit, to pass, with or without in force) read with Schedule V of the Act and Companies modifications, the following resolution as a Special (Appointment and Remuneration of Managerial Personnel) Resolution: Rules, 2014 and Articles of Association of the Company “RESOLVED THAT subject to the provisions of Sections and subject to such approvals, permissions and sanctions, 196,197 and 203 and all other applicable provisions of the as may be required , and subject to such conditions and Companies Act, 2013 (“the Act”) (including any statutory modifications, as may be prescribed or imposed by any modification or re-enactment thereof for the time being of the Authorities including the Central Government in in force) read with Schedule V of the Act and Companies granting such approvals, permissions and sanctions, (Appointment and Remuneration of Managerial Personnel) approvals of the Company be and is hereby accorded Rules, 2014 and Articles of Association of the Company to the re-appointment and remuneration of Mr. Eduard and subject to such approvals, permissions and sanctions, Van Dam, as a Chief Executive Officer of the Company, as may be required , and subject to such conditions and under the Companies Act, 2013 for a period from 12th modifications, as may be prescribed or imposed by any November, 2014 to 1st May, 2015 (both days inclusive) of the Authorities including the Central Government in on terms and conditions including remuneration as set granting such approvals, permissions and sanctions, out in the Explanatory Statement annexed to the Notice approvals of the Company be and is hereby accorded to convening this Meeting with liberty to the Board of Directors the appointment and remuneration of Mr. Anthony James (hereinafter referred to the “Board” which term shall be 1 GLOBAL VECTRA HELICORP LIMITED Baker, as a Chief Executive Officer of the Company, under Singh Hundal (DIN 00390849), a Director of the Company the Companies Act, 2013 for a period of One year from who has submitted a declaration that he meets the criteria 5th March, 2015 to 4th March, 2016 (both days inclusive) of independence as provided under Section 149(6) of on terms and conditions including remuneration as set the Companies Act, 2013 and in respect of whom the out in the Explanatory Statement annexed to the Notice Company has received a notice in writing from a member convening this Meeting with liberty to the Board of Directors along with the deposit of requisite amount under Section (hereinafter referred to the “Board” which term shall be 160 of the Companies Act, 2013 proposing his candidature deemed to include the Nomination and Remuneration for the office of an Independent Director, being so eligible, Committee of the Board ) to alter and vary the terms and be appointed as an Independent Director of the Company, conditions of the said re-appointment and /or remuneration not liable to retire by rotation, to hold office up to for a term as it may deem fit and as may be acceptable to Mr. Anthony of 5 (five) consecutive years upto 31st March, 2019. James Baker, subject to the same not exceeding the limits 7. To consider and if thought fit, to pass, with or without specified under Schedule V of the Companies Act, 2013 modifications, the following resolution as a Special or any statutory modification(s) or re-enactments thereof; Resolution: RESOLVED FURTHER THAT notwithstanding any herein, “RESOLVED THAT pursuant to provisions of Sections where in any financial year during the tenure of the Chief 149, 150, 152 and any other applicable provisions of the Executive Officer, the Company has no profits or its profits Companies Act, 2013 and the Rules made thereunder are inadequate, the Company may subject to receipt (including any statutory modification(s) or re-enactment of the requisite approvals including approval of Central thereof for the time being in force) read with Schedule IV to Government if any, pay to the Chief Executive Officer the the Companies Act, 2013, Dr. Chandrathil Gouri Krishnadas above remuneration as the minimum remuneration by Nair (DIN 00059686), a Director of the Company who way of salary, perquisites, other allowances and benefits has submitted a declaration that he meets the criteria as specified in the explanatory statement annexed to the of independence as provided under Section 149(6) of Notice convening this Meeting and that the perquisites the Companies Act, 2013 and in respect of whom the pertaining to contribution to provident fund, superannuation Company has received a notice in writing from a member fund or annuity fund gratuity and leave encashment along with the deposit of requisite amount under Section shall not be included in the computation of the ceiling on 160 of the Companies Act, 2013 proposing his candidature remuneration specified in Section II and Section III of part for the office of an Independent Director, being so eligible, II of Schedule V of the Companies Act, 2013 be appointed as an Independent Director of the Company, “RESOLVED FURTHER THAT Mr.
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