Global Vectra Helicorp Limited 1
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GLOBAL VECTRA HELICORP LIMITED 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 BANKER The Lakshmi Vilas Bank Limited REGISTERED OFFICE CONTENTS A-54, Kailash Colony, Notice 1 New Delhi – 110 048 Tel. No.:-91-11-2923 5035 Directors’ Report 7 Fax No.:-91-11-2923 5033 Management Discussion and Analysis Report 12 CORPORATE OFFICE Report on Corporate Governance 26 Hangar No.- C-He / Hf, Independent Auditors’ Report 33 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-101, 247 Park, L.B.S. Marg, Vikhroli (W), Mumbai – 400 083 Tel No.:-91-22-4918 6000 2 GLOBAL VECTRA HELICORP LIMITED NOTICE out in the Explanatory Statement annexed to the Notice The Nineteenth ANNUAL GENERAL MEETING of the Global convening this Meeting with liberty to the Board of Directors Vectra Helicorp Limited will be held on the Friday, 22nd day (hereinafter referred to the “Board” which term shall be of September, 2017 at 1.30 P.M. at ISKON Temple, Complex deemed to include the Nomination and Remuneration Hare Krishna Hill, Sant Nagar Main Road, East of Kailash, Committee of the Board) to alter and vary the terms and New Delhi – 110 065, India, to transact the following business: conditions of the said re-appointment and /or remuneration as it may deem fit and as may be acceptable to Mr. Anthony ORDINARY BUSINESS: James Baker, subject to the same not exceeding the limits 1. To receive, consider and adopt the Audited Profit and specified under Schedule V of the Companies Act, 2013 or Loss Account for the year ended 31st March, 2017 and the any statutory modification(s) or re-enactments thereof; Balance Sheet as at that date together with the Report of RESOLVED FURTHER THAT notwithstanding any herein, the Directors and the Auditors thereon. where in any financial year during the tenure of the Chief 2. To appoint a Director in place of Lt. Gen. (Retd.) SJS Executive Officer, the Company has no profits or its profits Saighal, who retires by rotation and is eligible for are inadequate, the Company may subject to receipt re-appointment,. of the requisite approvals including approval of Central 3. To appoint Auditors and to fix their Remuneration and Government if any, pay to the Chief Executive Officer the in this regard to consider and if thought fit, to pass, with above remuneration as the minimum remuneration by or without modification(s), the following resolution as an way of salary, perquisites, other allowances and benefits Ordinary Resolution: as specified in the explanatory statement annexed to the Notice convening this Meeting and that the perquisites “RESOLVED THAT pursuant to the provisions of Section 139 and other applicable provisions, if any, of pertaining to contribution to provident fund, superannuation the Companies Act, 2013 and the Rules framed there fund or annuity fund gratuity and leave encashment under, as amended from time to time, M/s. Kalyaniwalla shall not be included in the computation of the ceiling on & Mistry LLP, Chartered Accountants, (FRN No. 104607 remuneration specified in Section II and Section III of part W/W100166) be and is hereby appointed as Auditor of the II of Schedule V of the Companies Act, 2013 Company to hold office from the conclusion of Nineteenth “RESOLVED FURTHER THAT Mr. Anthony James Annual General Meeting (AGM) till the conclusion of the Baker also be entitled for the reimbursement of actual Twenty Fourth Annual General Meeting of the Company entertainment, traveling, boarding and lodging expenses to be held in the year 2022 (subject to ratification of their incurred by him in connection with the Company’s business re-appointment at every AGM), at such remuneration as and such other benefits/amenities and other privileges, may be agreed upon between the Board of Directors and as any from time to time be available to other Senior Statutory Auditors, in addition to the reimbursement of Executives of the company.” service tax or applicable tax from time to time and actual “RESOLVED FURTHER THAT the Board be and is hereby out of pocket expenses incurred in relation with the audit of authorised to do all such acts, deeds, matters and things accounts of the Company.” as in its absolute discretion, it may consider necessary, SPECIAL BUSINESS: expedient or desirable, and to settle any question, or doubt that may be arise in relation thereto and the Board 4. To consider and if thought fit, to pass, with or without 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 order to give effect to the forgoing resolution, or as may be “RESOLVED THAT subject to the provisions of Sections otherwise considered by it to be in the best interest of the 196,197 and 203 and all other applicable provisions of the Company.” Companies Act, 2013 (“the Act”) (including any statutory modification or re-enactment thereof for the time being in 5. To consider and if thought fit, to pass, with or without 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 in accordance with the provisions of and subject to such approvals, permissions and sanctions, Sections 55 and all other applicable provisions, if any, of as may be required , and subject to such conditions and the Companies Act, 2013, and the applicable laws, rules, modifications, as may be prescribed or imposed by any regulations, guidelines, clarifications and approvals issued of the Authorities including the Central Government in by any statutory body or regulatory authority and subject granting such approvals, permissions and sanctions, to such approvals /consents /permissions/ sanctions approvals of the Company be and is hereby accorded to as may be required in accordance with applicable laws, the appointment and remuneration of Mr. Anthony James rules, regulations and guidelines and subject to such Baker, as a Chief Executive Officer of the Company, under conditions as such bodies or authorities may impose at the the Companies Act, 2013 for a period of Two year from 1st time of granting their approvals /consents /permissions / March, 2017 to 28th February, 2019 (both days inclusive) sanctions and which may be agreed to by the Board of on terms and conditions including remuneration as set Directors of the Company (the ‘Board’ which term shall 1 GLOBAL VECTRA HELICORP LIMITED include any Committee which the Board of Directors may NOTES: have constituted or may hereafter constitute for the time (a) A MEMBER ENTITLED TO ATTEND AND VOTE IS being for exercising the powers conferred on the Board of ENTITLED TO APPOINT A PROXY TO ATTEND AND Directors by this Resolution), consent of the members be VOTE INSTEAD OF HIMSELF AND THE PROXY NEED and is hereby accorded to the Board to roll over 65,93,490 NOT BE A MEMBER OF THE COMPANY.THE PROXIES (Sixty Five Lakhs Ninety Three Thousand Four Hundred TO BE EFFECTIVE, SHOULD BE DEPOSITED AT THE Ninety) 5.46% Non-Convertible Cumulative Redeemable REGISTERED OFFICE OF THE COMPANY NOT LATER Preference shares of face value 100/- (Rupees Hundred THAN 48 HOURS BEFORE THE COMMENCEMENT OF only) each of the Company issued at a price of 100/- THE MEETING. (Rupees Hundred only) each i.e. at a nominal value of M/s. Link Intime India Private Limited, C -101, 247 Park, Rs. 100/- (Rupees Hundred only) per share allotted (b) L.B.S Marg, Vikhroli (West), Mumbai – 400 083, is the on 27.12.2010 to M/s Vectra Limited, a Company Registrar and Share Transfer Agent for physical shares of incorporated under the laws of United Kingdom which are the Company. Intime is also the depository interface of the due for redemption on 26.12.2017 to the intent that the Company with the both NSDL and CDSL. said preference shares will be redeemed at a later date as hereafter stated; However, keeping in view the convenience of shareholders, documents relating to shares will continue to be received RESOLVED FURTHER THAT the said Non-Convertible by the Company at Corporate Office of the Company at Cumulative Redeemable Preference Shares shall continue Hangar No. C-He / Hf, Airports Authority of India, Civil to carry to carry same rights and value as originally issued. aerodrome, Juhu, Mumbai – 400 056 (Maharashtra), RESOLVED FURTHER THAT the said preference shares Tel No. 91-22-6140 9200, Registered Office at A-54, shall be redeemable on the expiry of 3 (Three) years from Kailash Colony, New Delhi – 110 048, Tel No. 91-11-2923 the date of roll over (i.e. three years from 26.12.2017) 5035 ; e-mail address: [email protected]. with an option to the Company /preference shareholders Members holding shares in electronic form are requested to redeem the same at any time earlier than the date of (c) to intimate any change in their address and / or bank redemption; mandates to their Depository Participants with whom RESOLVED FURTHER THAT for the purpose of giving they are maintaining their demat accounts immediately. effect to the above resolution, the Board be and is hereby Members holding shares in physical form are requested authorized to take all actions and do all acts, deeds, to advice any change of address and / or bank mandate matters and things as it may, in its absolute discretion, immediately to M/s.