Annual Report Annual Report 201 -209 20
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GLOBAL VECTRA HELICORP LIMITED SAFE, EFFICIENT, RELIABLE ANNUAL REPORT 20192-20 0 1 GLOBAL VECTRA HELICORP LIMITED BOARD OF DIRECTORS Lt. Gen. SJS Saighal (Retd.) (Chairman) Ms. Rati Rishi (Non-Executive Director) Dr. Gautam Sen (Independent Director) Maj. Gen. Gurdial Singh Hundal (Retd.) (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 1901 Fax No.:-91-11-2923 1901 CONTENTS CORPORATE OFFICE Hangar No.- C-He / Hf, Notice 1 Airports Authority of India, Directors’ Report 10 Civil Aerodrome, Juhu, Management Discussion and Analysis Report 15 Mumbai – 400 056 Tel. No.:-91-22-6140 9200 Report on Corporate Governance 33 Fax No.:-91-22-6140 9253 Independent Auditors’ Report 41 REGISTRAR & TRANSFER AGENTS Balance Sheet 50 Link Intime India Private Limited Profit and Loss Account 51 C -101, 247 Park, L.B.S Marg, Vikhroli (West), Cash Flow Statement 53 Mumbai – 400 083 Notes to the Financial Statements 55 Tel No.: - +91 – 022 – 4918 6000 2 GLOBAL VECTRA HELICORP LIMITED NOTICE incurred by him in connection with the Company’s business The Twenty Second ANNUAL GENERAL MEETING of the and such other benefits/amenities and other privileges, Global Vectra Helicorp Limited will be held on the Tuesday, 29th as any from time to time be available to other Senior day of December, 2020 at 1.30 P.M. IST at Registered Office Executives of the company.” of the Company at A-54, Kailash Colony, New Delhi – 110 “RESOLVED FURTHER THAT the Board of Directors of 048, India, through Video Conferencing (“VC”) / Other Audio the Company, be and is hereby authorized to do all such Visual Means ( “OAVM” ) (“hereinafter referred to as “electronic acts, deeds and things as may be required and to delegate mode”) to transact the following business: all or any of its powers herein conferred to any Committee ORDINARY BUSINESS: of Directors or Director(s) to give effect to the aforesaid resolution.” 1. To receive, consider and adopt the Audited Profit and Loss Account for the year ended 31st March, 2020 and the “RESOLVED FURTHER THAT any one of the directors of Balance Sheet as at that date together with the Report of the company or Mr. Raakesh D. Soni, Company Secretary the Directors and the Auditors thereon. of the Company be and is hereby authorized singly to file the relevant forms with the Registrar of Companies, 2. To appoint a Director in place of Lt. Gen. SJS Saighal pursuant to the said appointment.” (Retd.), who retires by rotation and is eligible for re-appointment. 4. To consider and if thought fit, to pass, with or without modifications, the following resolution as a Special SPECIAL BUSINESS: Resolution:- 3. To consider and if thought fit, to pass, with or without “RESOLVED THAT pursuant to the provisions of modifications, the following resolution as a Special Section 188 and other applicable provisions, if any Resolution:- of the Companies Act, 2013 (including any statutory “RESOLVED THAT pursuant to the provisions of the modification(s) or re-enactment(s) thereof for the time Section 196, 197, 203 and any other applicable provisions being in force) (hereinafter referred to as ‘the Act’) , read of the Companies Act, 2013 and the rules made thereunder with the applicable provisions of the Companies ( Meetings (including any statutory modification (s ) or re-enactment of the Board and its powers ) Rules, 2014 and all other thereof for the time being in force ), read with Schedule provisions of applicable law / rules and subject to the V to the Companies Act, 2013 and subject to approval of approval / consent of such appropriate authorities, as may the members in General Meeting and subject to approval be accorded to the Board of Directors of the Company, of Ministry of Home Affairs through the Ministry of Civil { hereinafter referred to as the “ Board”, which term Aviation and such approvals, if any as may be necessary, shall include any committee constituted by the Board of the consent of the Company be and is hereby accorded to Directors of the Company or any person (s) authorised by the reappointment of Lt. Gen. SJS Saighal (Retd.) (DIN – the Board to exercise the power conferred on the Board of 01518126), Chairman of the Company who has attended Directors of the Company by this resolution } for entering age of 70 years for a period of Two year commencing from into related party transaction with AAA Rotor Limited, 1st October, 2020 up to and inclusive of 30th September, Vectra Investments Private Limited, Vectra Limited, U.K., 2022 on such terms and conditions as agreed between Vectra Limited Hong Kong, Vectra IT Solutions Private Lt. Gen. SJS Saighal (Retd.)and the Company as set out Limited, Indo Copters Private Limited, Vectra Advance in the contract of employment attached, be and is hereby Engineering Private Limited and Mr. Hemang Rishi by the approved, with the liberty to the Board of Directors or the Company by way of leasing, Maintenance, Repairs and Nomination and Remuneration Committee to alter and overhaul Services, IT and ERP Services, loan, investment, vary the terms and conditions and the remuneration in guarantee (s) / security(ies), Letter of Credit, Buyers Credit, such manner as the Board of Directors may deem fit and Rent upto an amount of Rs. 700 Crores (Rupees Seven as is acceptable to the Lt. Gen. SJS Saighal(Retd.).” Hundred Crores Only) during any financial year.” “RESOLVED FURTHER THAT in the event of loss or “RESOLVED FURTHER THAT the Board be and is hereby inadequacy of profits in any financial year of the Company authorised to take from time to time all decisions and steps during the term of office of Lt. Gen. SJS Saighal, (Retd.) a necessary or expedient or proper in respect of the above Chairman of the Company, the remuneration, perquisites leasing, Maintenance, Repairs and overhaul Services, / benefits set out in the aforesaid Agreement be paid or IT and ERP Services, loan, investment, guarantee (s) / granted to Lt. Gen. SJS Saighal (Retd.) as the minimum security(ies), Letter of Credit, Buyers Credit, Rent and remuneration, in case of excess payment of remuneration further including variation of such timing, amount, terms, to Lt. Gen. SJS Saighal (Retd.) be waived, notwithstanding conditions etc., as it may, in its absolute discretion, the fact that such remuneration is in excess of the statutory deem appropriate for the purpose of giving effect to this ceiling specified in this regard as in force and amended Resolution.” from time to time subject to necessary approvals.” By Order of the Board of Directors “RESOLVED FURTHER THAT Lt. Gen. SJS Saighal (Retd.) also be entitled for the reimbursement of actual Place:- Mumbai RAAKESH D.SONI entertainment, traveling, boarding and lodging expenses Date:- November 12, 2020 Company Secretary 1 GLOBAL VECTRA HELICORP LIMITED NOTES: 8) Members are requested to send all communication relating 1) An Explanatory Statement pursuant to Section 102 of to shares to the Company’s Registrar & Transfer Agent - the Companies Act, 2013, in respect of business to be Link Intime India Private Limited, C -101, 247 Park, L.B.S transacted at the Annual General Meeting (AGM), as set Marg, Vikhroli (West), Mumbai – 400 083. Members out under Item no. 3, and 4 above as required by Regulation holding shares in electronic mode should address all their 26(4) and 36(3) of the Securities and Exchange Board of correspondence to their respective Depository Participants India (Listing Obligations and Disclosure Requirements) (DPs). Regulations, 2015 (Listing Regulations) and as required 9) Nomination facility for shares is available for Members. under Secretarial Standard - 2 on General Meetings The prescribed format, in this regard, can be obtained from issued by The Institute of Company Secretaries of India, Link Intime (RTA). are annexed hereto. 10) Pursuant to the Companies (Amendment) Act, 2017 2) The Register of Members and Share Transfer Books effective from May 07, 2018, the requirement of seeking of the Company will remain closed from Monday ratification of the Members for the appointment of the 28th December, 2020 to Tuesday, 29th December, 2020 Statutory Auditors has been withdrawn from the Statute. (both days inclusive). In view of the foregoing amendment, ratification by the 3) In view of the continuing Covid-19 pandemic, the Ministry Members for continuance of their appointment is not being of Corporate Affairs (“MCA”) has vide its Circular No. 20 sought at this AGM. dated May 5, 2020 read with Circular No. 14 dated April 8, 11) SEBI has mandated the submission of Permanent Account 2020 and Circular No. 17 dated April 13, 2020 (hereinafter Number (PAN) by every securities market participant. collectively referred to as “MCA Circulars”) permitted the Members holding shares in electronic form are therefore holding of Annual General Meeting through VC or OAVM requested to submit their PAN to the DP with whom they without the physical presence of Members at a common maintain their demat accounts. Members holding shares in venue. In compliance with these MCA Circulars and the physical form should submit their PAN to RTA/Company. relevant provisions of the Companies Act, 2013 and the 12) The Register of Directors and Key Managerial Personnel SEBI (Listing Obligations and Disclosure Requirements) and their shareholding maintained under Section 170 of Regulations, 2015, the Annual General Meeting of the the Act and the Register of Contracts or arrangements in Members of the Company is being held through VC/OAVM. which Directors are interested maintained under Section 4) Pursuant to the provisions of the Companies Act, 2013, a 189 of the Act will be available during the meeting for Member entitled to attend and vote at the Annual General inspection through the VC facility of Link Intime , to the Meeting is entitled to appoint a proxy to attend and vote on Members attending the AGM.