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D:\Dtp06 Back Up\Devendra New 0 8.15" x 10.75” Giving wings to Nation Corporate & VVIP Flights Geophysical Survey Tourism Emergency Services Underslung Operations Aerial Photography 12th Annual Report 2009-2010 www.globalhelicorp.com BOARD OF DIRECTORS Lt.Gen.(Retd.) SJS Saighal (Chairman) Mr. Ravinder Kumar Rishi (Non-Executive Director) Mr. P. Raj Kumar Menon (Whole-time Director) Mr. R.S.S.L.N. Bhaskarudu (Independent 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. Axis Bank Limited Standard Chartered Bank HDFC Bank Limited 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, CONTENTS Mumbai – 400 054 Tel. No.:-91-22-6140 9200 Fax No.:-91-22-6140 9253 Notice 01 REGISTRAR & TRANSFER AGENTS Directors’ Report 07 Management Discussion 09 Link Intime India Private Limited C-13, Pannalal Silk Mills Compound, and Analysis Report L.B.S. Marg, Bhandup (W), Mumbai – 400 078 Report on Corporate Governance 11 Tel No.:-91-22-2596 3838 Report of the Auditors 19 Balance Sheet 22 Profit and Loss Account 23 Cash Flow Statement 24 Accounting Policies 26 Schedules Forming Parts of the Accounts 29 Balance Sheet Abstract and Company’s 48 General Business Profile 12th Annual Report 2009-2010 Global Vectra Helicorp Limited NOTICE privileges, as any from time to time be available to other The Twelve ANNUAL GENERAL MEETING of the Global Vectra Senior Executives of the company.” th Helicorp Limited will be held on the Thursday, 16 day of “RESOLVED FURTHER THAT the Board be and is hereby September, 2010 at 2.30 p. m. at ISKON Temple, Complex authorised to do all such acts, deeds, matters and things Hare Krishna Hill, Sant Nagar Main Road, East of Kailash, as in its absolute discretion, it may consider necessary, New Delhi – 110 065, India, to transact the following expedient or desirable, and to settle any question, or business: doubt that may be arise in relation thereto and the Board ORDINARY BUSINESS: shall have absolute powers to decide breakup of the remuneration within the maximum permissible limit and 1. To receive, consider and adopt the Audited Profit and st in order to give effect to the forgoing resolution, or as Loss Account for the year ended 31 March, 2010 and may be otherwise considered by it to be in the best the Balance Sheet as at that date together with the Report of the Directors and the Auditors thereon. interest of the Company.” 2. To appoint a Director in place of Mr. Ravinder Kumar Rishi, 6. To consider and if thought fit, to pass, with or without who retires by rotation and is eligible for re-appointment. modifications, the following resolution as a Special Resolution: 3. To appoint a Director in place of Mr. P. Rajkumar Menon, who retires by rotation and is eligible for re-appointment. “RESOLVED THAT pursuant to the provisions of Section 198, 269, 302, 309, 310 and 311 read with Schedule XIII 4. To appoint Auditors & fix their Remuneration. and other applicable provisions, if any, of the Companies SPECIAL BUSINESS: Act, 1956 (including any statutory modifications or 5. To consider and if thought fit, to pass, with or without re-enactment thereof for the time being enforce ) and modifications, the following resolution as a Ordinary subject to approval of members in General Meeting and Resolution: subject to such approvals, if any, as may be necessary, “RESOLVED THAT pursuant to the provisions of Section consent of the Board be and is hereby accorded to the 198, 269, 302, 309, 310 and 311 read with Schedule XIII appointment of Mr. P.Rajkumar Menon as a Whole-time Director of the Company for a period of three years and other applicable provisions, if any, of the Companies st commencing from 1 September, 2009 up to and Act, 1956 (including any statutory modifications or re- st enactment thereof for the time being enforce) and subject inclusive of 31 August, 2012 on such terms and to approval of members in General Meeting and subject conditions as agreed to between Mr. P.Rajkumar Menon to such approvals, if any, as may be necessary, consent and the Company as set out in the contract of of the Board be and hereby accorded to the appointment employment attached, be and is hereby approved, with of Lt. Gen. (Retd.) SJS Saighal as a Chairman of the the liberty to the Board of Directors or the Remuneration Company for a period of three years commencing from Committee to alter and vary the terms and conditions st th 1 October, 2009 up to and inclusive of 30 September, and the remuneration in such manner as the Board of 2012 on such terms and conditions as agreed to between Directors may deem fit and as is acceptable to Lt. Gen. (Retd.) SJS Saighal and the Company as set out Mr. P. Rajkumar Menon.” in the contract of employment attached, be and is hereby “RESOLVED FURTHER THAT in the event of loss or approved, with the liberty to the Board of Directors or the inadequacy of profits in any financial year of the Company Remuneration Committee to alter and vary the terms and during the term of office of Mr. P.Rajkumar Menon, a conditions and the remuneration in such manner as the Whole-time Director of the Company, the remuneration, Board of Directors may deem fit and as is acceptable to perquisites / benefits set out in the aforesaid Agreement Lt. Gen. (Retd.) SJS Saighal” be paid or granted to Mr. P.Rajkumar Menon, as the “RESOLVED FURTHER THAT in the event of loss or minimum remuneration, in case of excess payment of inadequacy of profits in any financial year of the Company remuneration to Mr. P.Rajkumar Menon, be waived, during the term of office of Lt. Gen. (Retd.) SJS Saighal, a notwithstanding the fact that such remuneration is in excess Chairman of the Company, the remuneration, perquisites of the statutory ceiling specified in this regard as in force / benefits set out in the aforesaid Agreement be paid or and amended from time to time and necessary approval of granted to Lt. Gen. (Retd.) SJS Saighal as the minimum the Central Government will be obtained as may be remuneration, in case of excess payment of remuneration required, to make up the shortfalls if any, without any further to Lt. Gen. (Retd.) SJS Saighal be waived, notwithstanding reference to / approval of the General Meeting .” the fact that such remuneration is in excess of the statutory “RESOLVED FURTHER THAT Mr. P.Rajkumar Menon also ceiling specified in this regard as in force and amended be entitled for the reimbursement of actual entertainment, from time to time and necessary approval of the Central traveling, boarding and lodging expenses incurred by Government will be obtained as may be required, to make him in connection with the Company’s business and up the shortfalls if any, without any further reference to / such other benefits/amenities and other privileges, as approval of the General Meeting .” any from time to time be available to other Senior “RESOLVED FURTHER THAT Lt. Gen. (Retd.) SJS Saighal Executives of the company.” also be entitled for the reimbursement of actual entertainment, traveling, boarding and lodging expenses “RESOLVED FURTHER THAT the Board be and is hereby incurred by him in connection with the Company’s authorised to do all such acts, deeds, matters and things business and such other benefits/amenities and other as in its absolute discretion, it may consider necessary, 1 12th Annual Report 2009-2010 Global Vectra Helicorp Limited expedient or desirable, and to settle any question, or doubt that may be arise in relation thereto and the Board shall have absolute powers to decide breakup of the remuneration within the maximum permissible limit and in order to give effect to the forgoing resolution, or as may be otherwise considered by it to be in the best interest of the Company.” 7. To consider and if thought fit, to pass, with or without modifications, the following resolution as a Special Resolution: th th “RESOLVED THAT in partial modification of the Resolution passed at the 10 Annual General Meeting held on 25 th th September, 2008 and at the 11 Annual General Meeting held on 29 September, 2009 and in accordance with the provision of the sections 198, 269, 309, 310 and read with Schedule XIII and other applicable provisions, if any, of the Companies Act, 1956 (including any statutory modification or re-enactments thereof, for the time being in force ) in the event of loss or inadequacy of profits in any financial year of the Company during the term of office of Mr. P. Raj Kumar Menon as a Whole-time Director of the Company, the remuneration, perquisites / benefits set out in the Agreement dated st 1 September 2007 be paid or granted to Mr. P. Raj Kumar Menon as the minimum remuneration and in case of payment of excess remuneration to Mr. P. Raj Kumar Menon be waived, the details of which is as under:- For the period 01-09-2007 to 31-03-2008 Rs. 18,69,463 For the period 01-04-2008 to 31-03-2009 Rs. 21,07,986 For the period 01-04-2009 to 31-08-2009 Rs. 10,64,082 notwithstanding the fact that such remuneration is in excess of the statutory ceiling specified in this regard as in force and amended from time to time and necessary approval of the Central Government will be obtained as may be required, to make up the shortfalls if any, without any further reference to / approval of the General Meeting.” 8.
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