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We Are There Foryou ' wmv?"-- - -" r . On TimemmEachTime..Any Time.. We are there foryou '. , " . ~ I,, . ,. BOARD OF DIRECTORS Lt.Gen.(Retd.) SJS Saighal (Chairman) Mr. P. Raj Kumar Menon (Whole-time 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 B S R & Co. Chartered Accountants BANKERS The Royal Bank of Scotland N.V. REGISTERED OFFICE A-54, Kailash Colony, New Delhi – 110 048 Tel. No.:-91-11-2923 5035 Fax No.:-91-11-2923 5033 CORPORATE OFFICE Hanger No.- C-He / Hf, Airports Authority of India, Civil Aerodrome, Juhu, Mumbai – 400 054 Tel. No.:-91-22-6140 9200 Fax No.:-91-22-6140 9253 CONTENTS REGISTRAR & TRANSFER AGENTS Notice 01 Link Intime India Private Limited Directors’ Report 05 C-13, Pannalal Silk Mills Compound, L.B.S. Marg, Bhandup (W), Mumbai – 400 078 Management Discussion 07 Tel No.:-91-22-2596 3838 and Analysis Report Report on Corporate Governance 11 Report of the Auditors 18 Balance Sheet 22 Statement of Profit and Loss 23 Cash Flow Statement 24 Accounting Policies 26 Notes to Financial Statement 30 GLOBAL VECTRA HELICORP LIMITED NOTICE “RESOLVED FURTHER THAT Lt. Gen. (Retd.) SJS Saighal also be entitled for the reimbursement of actual The Fifteenth ANNUAL GENERAL MEETING of the Global entertainment, traveling, boarding and lodging expenses Vectra Helicorp Limited will be held on the Friday, 27th day of incurred by him in connection with the Company’s business September, 2013 at 1.30 p. m. at ISKON Temple, Complex and such other benefits/amenities and other privileges, as Hare Krishna Hill, Sant Nagar Main Road, East of Kailash, any from time to time be available to other Senior Executives New Delhi – 110 065, India, to transact the following business: of the Company.” ORDINARY BUSINESS: “RESOLVED FURTHER THAT the Board be and is hereby 1. To receive, consider and adopt the Audited Profit and authorised to do all such acts, deeds, matters and things as in Loss Account for the year ended 31st March, 2013 and the its absolute discretion, it may consider necessary, expedient Balance Sheet as at that date together with the Report of or desirable, and to settle any question, or doubt that may be the Directors and the Auditors thereon. arise in relation thereto and the Board shall have absolute 2. To appoint a Director in place of Maj. Gen. (Retd.) Gurdial powers to decide breakup of the remuneration within the Singh Hundal, who retires by rotation and is eligible for re- maximum permissible limit and in order to give effect to the appointment,. forgoing resolution, or as may be otherwise considered by it 3. To appoint Auditors and to fix their Remuneration and in this to be in the best interest of the Company.” regard to consider and if thought fit, to pass, with or without 5. To consider and if thought fit, to pass, with or without modification(s), the following resolution as an Ordinary modifications, the following resolution as a Special Resolution: Resolution: “RESOLVED THAT M/s. B S R & Co., Chartered Accountants “RESOLVED THAT pursuant to the provisions of Section (Registration No. 101248W) be and is hereby appointed as 198, 269, 309 read with Schedule XIII and other applicable Auditor of the Company, to hold office from the conclusion provisions, if any, of the Companies Act, 1956 (hereinafter of this Annual General Meeting until the conclusion of the referred to as the “Act”), subject to approval of members in next Annual General Meeting of the Company on such General Meeting and subject to such approvals, if any, as remuneration as shall be fixed by the Board of Directors.” may be necessary, consent of the Board be and is hereby SPECIAL BUSINESS: accorded to the appointment of Mr. Eduard Van Dam, as a Chief Executive Officer of the Company for a period of 4. To consider and if thought fit, to pass, with or without two year commencing from 12th November, 2012 up to modifications, the following resolution as a Ordinary and inclusive of 11th November, 2014 on such terms and Resolution: conditions as agreed to between Mr. Eduard Van Dam “RESOLVED THAT pursuant to the provisions of Section and the Company as set out in the contract of employment 198, 269, 302, 309, 310 and 311 read with Schedule XIII attached, be and is hereby approved, with the liberty to the and other applicable provisions, if any, of the Companies Board of Directors or the Remuneration Committee to alter Act, 1956 (including any statutory modifications or re- and vary the terms and conditions and the remuneration in enactment thereof for the time being enforce) and subject such manner as the Board of Directors may deem fit and as to approval of members in General Meeting and subject to is acceptable to Mr. Eduard Van Dam” such approvals, if any, as may be necessary, consent of the “RESOLVED FURTHER THAT in the event of loss or Board be and hereby accorded to the appointment of Lt. inadequacy of profits in any financial year of the Company Gen. (Retd.) SJS Saighal as a Chairman of the Company during the term of office of Mr. Eduard Van Dam, a Chief for a period of one year commencing from 1st October, th Executive Officer of the Company, the remuneration, 2013 up to and inclusive of 30 September, 2014 on such perquisites / benefits set out in the aforesaid Agreement be terms and conditions as agreed to between Lt. Gen. (Retd.) paid or granted to Mr. Eduard Van Dam, as the minimum SJS Saighal and the Company as set out in the contract remuneration, in case of excess payment of remuneration of employment attached, be and is hereby approved, with to Mr. Eduard Van Dam, be waived, notwithstanding the fact the liberty to the Board of Directors or the Remuneration that such remuneration is in excess of the statutory ceiling Committee to alter and vary the terms and conditions and specified in this regard as in force and amended from time to the remuneration in such manner as the Board of Directors time and necessary approval of the Central Government will may deem fit and as is acceptable to Lt. Gen. (Retd.) SJS be obtained as may be required, to make up the shortfalls Saighal” if any, without any further reference to / approval of the “RESOLVED FURTHER THAT in the event of loss or General Meeting.” inadequacy of profits in any financial year of the Company “RESOLVED FURTHER THAT Mr. Eduard Van Dam also during the term of office of Lt. Gen. (Retd.) SJS Saighal, a be entitled for the reimbursement of actual entertainment, Chairman of the Company, the remuneration, perquisites traveling, boarding and lodging expenses incurred by him / benefits set out in the aforesaid Agreement be paid or in connection with the Company’s business and such granted to Lt. Gen. (Retd.) SJS Saighal as the minimum other benefits/amenities and other privileges, as any from remuneration, in case of excess payment of remuneration time to time be available to other Senior Executives of the to Lt. Gen. (Retd.) SJS Saighal be waived, notwithstanding Company.” the fact that such remuneration is in excess of the statutory ceiling specified in this regard as in force and amended “RESOLVED FURTHER THAT the Board be and is hereby from time to time and necessary approval of the Central authorised to do all such acts, deeds, matters and things as in Government will be obtained as may be required, to make its absolute discretion, it may consider necessary, expedient up the shortfalls if any, without any further reference to / or desirable, and to settle any question, or doubt that may be approval of the General Meeting .” arise in relation thereto and the Board shall have absolute 1 15thANNUAL REPORT 2012-13 powers to decide breakup of the remuneration within the India Private Limited / Investor Service Department of the maximum permissible limit and in order to give effect to the Company. The Members holding shares in electronic form forgoing resolution, or as may be otherwise considered by it are requested to register their e-mail address with their to be in the best interest of the Company.” Depository Participants only. The Members of the Company By Order of the Board of Directors who have registered their e-mail address, are entitled to receive such communication in physical form upon request. RAAKESH D.SONI (f) The Register of Members and Share Transfer Books of Company Secretary Company will remain closed from 26th day, September, Place: - Mumbai 2013 to 27th day, September, 2013 (both days inclusive) in Date: - 14th August, 2013 connection with the Annual General Meeting. Registered Office (g) Members / proxies should bring the attendance slips duly A-54, Kailash Colony filled in and signed for attending the meeting. New Delhi – 110 048 By Order of the Board of Directors NOTES: RAAKESH D.SONI (a) A MEMBER ENTITLED TO ATTEND AND VOTE IS Company Secretary ENTITLED TO APPOINT A PROXY TO ATTEND AND Place:- Mumbai VOTE INSTEAD OF HIMSELF AND THE PROXY NEED Date:- 14th August, 2013 NOT BE A MEMBER OF THE COMPANY.THE PROXIES Registered Office TO BE EFFECTIVE, SHOULD BE DEPOSITED AT THE REGISTERED OFFICE OF THE COMPANY NOT LATER A-54, Kailash Colony THAN 48 HOURS BEFORE THE COMMENCEMENT OF New Delhi – 110 048 THE MEETING. EXPLANATORY STATEMENT PURSUANT TO SECTION 173 (b) The Explanatory Statement pursuant to section 173 of the OF THE COMPANIES ACT, 1956. Companies Act, 1956, is given below and forms part of the ITEM NO.
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