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Annual Report 2015-2016 Download In GLOBAL VECTRA HELICORP LIMITED 2015-2016 1 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. The Lakshmi Vilas Bank Limited CONTENTS REGISTERED OFFICE Notice 1 A-54, Kailash Colony, New Delhi – 110 048 Directors’ Report 8 Tel. No.:-91-11-2923 5035 Fax No.:-91-11-2923 5033 Management Discussion and Analysis Report 12 Report on Corporate Governance 25 CORPORATE OFFICE Independent Auditors’ Report 33 Hangar No.- C-He / Hf, Airports Authority of India, Balance Sheet 38 Civil Aerodrome, Juhu, Mumbai – 400 056 Profit and Loss Account 39 Tel. No.:-91-22-6140 9200 Fax No.:-91-22-6140 9253 Cash Flow Statement 40 Notes to the Financial Statements 41 REGISTRAR & TRANSFER AGENTS 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 2 GLOBAL VECTRA HELICORP LIMITED NOTICE inadequacy of profits in any financial year of the Company The Eighteenth ANNUAL GENERAL MEETING of the Global during the term of office of Lt. Gen. (Retd.) SJS Saighal, a Vectra Helicorp Limited will be held on the Friday, 23rd day Chairman of the Company, the remuneration, perquisites of September, 2016 at 1.30 P.M. at ISKON Temple, Complex / benefits set out in the aforesaid Agreement be paid or Hare Krishna Hill, Sant Nagar Main Road, East of Kailash, granted to Lt. Gen. (Retd.) SJS Saighal as the minimum New Delhi – 110 065, India, to transact the following business: remuneration, in case of excess payment of remuneration to Lt. Gen. (Retd.) SJS Saighal be waived, notwithstanding ORDINARY BUSINESS: the fact that such remuneration is in excess of the statutory 1. To receive, consider and adopt the Audited Profit and ceiling specified in this regard as in force and amended Loss Account for the year ended 31st March, 2016 and the from time to time and necessary approval of the Central Balance Sheet as at that date together with the Report of Government will be obtained as may be required, to make the Directors and the Auditors thereon. up the shortfalls if any, without any further reference to / 2. To appoint a Director in place of Lt. Gen. (Retd.) SJS approval of the General Meeting.” Saighal, who retires by rotation and is eligible for re- “RESOLVED FURTHER THAT Lt. Gen. (Retd.) SJS appointment,. Saighal also be entitled for the reimbursement of actual 3. To appoint Auditors and to fix their Remuneration and entertainment, traveling, boarding and lodging expenses in this regard to consider and if thought fit, to pass, with incurred by him in connection with the Company’s business or without modification(s), the following resolution as an and such other benefits/amenities and other privileges, Ordinary Resolution: as any from time to time be available to other Senior Executives of the company.” “RESOLVED THAT pursuant to the provisions of section 139 and other applicable provisions, if any, of the “RESOLVED FURTHER THAT the Board be and is hereby Companies Act, 2013 and Rules framed thereunder, as authorised to do all such acts, deeds, matters and things amended from time to time, and in accordance with the as in its absolute discretion, it may consider necessary, resolution passed by the shareholders of the Company expedient or desirable, and to settle any question, or at the 16th Annual General Meeting held on 26th day of doubt that may be arise in relation thereto and the Board September, 2014 the reappointment of M/s B S R & Co. shall have absolute powers to decide breakup of the LLP, Chartered Accountants, Mumbai (Registration No. remuneration within the maximum permissible limit and in 101248W/W-100022), for the financial year 2016-2017 order to give effect to the forgoing resolution, or as may be be and is hereby ratified as Auditors of the Company, at otherwise considered by it to be in the best interest of the such remuneration as may be mutually agreed between Company.” the Board of Directors and the Auditors.” 5. To consider and if thought fit, to pass, with or without SPECIAL BUSINESS: 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 the Section 196, 197, 203 and any other applicable provisions modification or re-enactment thereof for the time being of the Companies Act, 2013 and the rules made thereunder in force) read with Schedule V of the Act and Companies (including any statutory modification(s) or re-enactment (Appointment and Remuneration of Managerial Personnel) thereof for the time being in force ), read with Schedule V Rules, 2014 and Articles of Association of the Company to the Companies Act, 2013 and subject to approval of the and subject to such approvals, permissions and sanctions, members in General Meeting and such approvals, if any as as may be required , and subject to such conditions and may be necessary, the consent of the Company be and is modifications, as may be prescribed or imposed by any hereby accorded to the reappointment of Lt. Gen. (Retd.) of the Authorities including the Central Government in SJS Saighal (DIN – 01518126), Chairman of the Company granting such approvals, permissions and sanctions, for a period of Two year commencing from 1st October, approvals of the Company be and is hereby accorded to 2016 upto and inclusive of 30th September, 2018 on such the appointment and remuneration of Mr. Anthony James terms and conditions as agreed between Lt. Gen. (Retd.) Baker, as a Chief Executive Officer of the Company, under SJS Saighal and the Company as set out in the contract the Companies Act, 2013 for a period of One year from 1st th February, 2017 (both days inclusive) of employment attached, be and is hereby approved, with March, 2016 to 28 on terms and conditions including remuneration as set the liberty to the Board of Directors or the Nomination and out in the Explanatory Statement annexed to the Notice Remuneration Committee to alter and vary the terms and convening this Meeting with liberty to the Board of Directors conditions and the remuneration in such manner as the (hereinafter referred to the “Board” which term shall be Board of Directors may deem fit and as is acceptable to the deemed to include the Nomination and Remuneration Lt. Gen. (Retd.) SJS Saighal.” Committee of the Board ) to alter and vary the terms and “RESOLVED FURTHER THAT in the event of loss or conditions of the said re-appointment and /or remuneration as it may deem fit and as may be acceptable to Mr. Anthony 1 GLOBAL VECTRA HELICORP LIMITED James Baker, subject to the same not exceeding the limits NOTES: specified under Schedule V of the Companies Act, 2013 (a) A MEMBER ENTITLED TO ATTEND AND VOTE IS or any statutory modification(s) or re-enactments thereof; ENTITLED TO APPOINT A PROXY TO ATTEND AND notwithstanding any herein, RESOLVED FURTHER THAT VOTE INSTEAD OF HIMSELF AND THE PROXY NEED where in any financial year during the tenure of the Chief NOT BE A MEMBER OF THE COMPANY.THE PROXIES Executive Officer, the Company has no profits or its profits are inadequate, the Company may subject to receipt TO BE EFFECTIVE, SHOULD BE DEPOSITED AT THE of the requisite approvals including approval of Central REGISTERED OFFICE OF THE COMPANY NOT LATER Government if any, pay to the Chief Executive Officer the THAN 48 HOURS BEFORE THE COMMENCEMENT OF above remuneration as the minimum remuneration by THE MEETING. way of salary, perquisites, other allowances and benefits (b) M/s. Link Intime India Private Limited, C-13, Pannalal Silk as specified in the explanatory statement annexed to the Mills Compound, L.B.S. Marg, Bhandup (West), Mumbai Notice convening this Meeting and that the perquisites – 400 078, is the Registrar and Share Transfer Agent pertaining to contribution to provident fund, superannuation fund or annuity fund gratuity and leave encashment for physical shares of the Company. Intime is also the shall not be included in the computation of the ceiling on depository interface of the Company with the both NSDL remuneration specified in Section II and Section III of part and CDSL. II of Schedule V of the Companies Act, 2013 However, keeping in view the convenience of shareholders, “RESOLVED FURTHER THAT Mr. Anthony James documents relating to shares will continue to be received Baker also be entitled for the reimbursement of actual by the Company at Corporate Office of the Company entertainment, traveling, boarding and lodging expenses at Hangar No. C-He / Hf, Airports Authority of India, incurred by him in connection with the Company’s business Civil aerodrome, Juhu, Mumbai – 400 056 (Maharashtra), and such other benefits/amenities and other privileges, Tel No. 91-22-6140 9200, Registered Office at A-54, as any from time to time be available to other Senior Executives of the company.” Kailash Colony, New Delhi – 110 048, Tel No. 91-11-2923 5035; e-mail address: [email protected]. “RESOLVED FURTHER THAT the Board be and is hereby authorised to do all such acts, deeds, matters and things (c) Members holding shares in electronic form are requested as in its absolute discretion, it may consider necessary, to intimate any change in their address and/or bank expedient or desirable, and to settle any question, or mandates to their Depository Participants with whom doubt that may be arise in relation thereto and the Board they are maintaining their demat accounts immediately.
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