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Annual Report Annual Report 201 -2017 8 GLOBAL VECTRA HELICORP LIMITED SAFE, EFFICIENT, RELIABLE ANNUAL REPORT 20178-201 1 GLOBAL VECTRA HELICORP LIMITED BOARD OF DIRECTORS Lt.Gen.(Retd.) SJS Saighal (Chairman) Ms. Rati Rishi (Non-Executive 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 Kalyaniwalla & Mistry LLP Chartered Accountants BANKER IndusInd Bank Limited REGISTERED OFFICE A-54, Kailash Colony, CONTENTS New Delhi – 110 048 Tel. No.:-91-11-2923 5035 Notice 1 Fax No.:-91-11-2923 5033 Directors’ Report 7 Management Discussion and Analysis Report 12 CORPORATE OFFICE Hangar No.- C-He / Hf, Report on Corporate Governance 25 Airports Authority of India, Civil Aerodrome, Juhu, Independent Auditors’ Report 33 Mumbai – 400 056 Balance Sheet 38 Tel. No.:-91-22-6140 9200 Fax No.:-91-22-6140 9253 Profit and Loss Account 39 Cash Flow Statement 41 REGISTRAR & TRANSFER AGENTS Link Intime India Private Limited Notes to the Financial Statements 43 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 5. To consider and if thought fit, to pass, with or without The Twentieth ANNUAL GENERAL MEETING of the modifications, the following resolution as a Special Global Vectra Helicorp Limited will be held on the Friday, Resolution: 28th day of September, 2018 at 11.30 A.M. at ISKON Temple, “RESOLVED THAT pursuant to the provisions of the Complex Hare Krishna Hill, Sant Nagar Main Road, East of Section 196, 197, 203 and any other applicable provisions Kailash, New Delhi – 110 065, India, to transact the following of the Companies Act, 2013 and the rules made thereunder business: (including any statutory modification (s) or re-enactment ORDINARY BUSINESS: thereof for the time being in force ), read with Schedule V to the Companies Act, 2013 and subject to approval of the To receive, consider and adopt the Audited Profit and 1. members in General Meeting and such approvals, if any as Loss Account for the year ended 31st March, 2018 and the may be necessary, the consent of the Company be and is Balance Sheet as at that date together with the Report of hereby accorded to the reappointment of Lt. Gen. (Retd.) the Directors and the Auditors thereon. SJS Saighal (DIN – 01518126), Chairman of the Company 2. To appoint a Director in place of Lt. Gen. (Retd.) SJS for a period of Two year commencing from 1st October, Saighal, who retires by rotation and is eligible for 2018 upto and inclusive of 30th September, 2020 on such re-appointment. terms and conditions as agreed between Lt. Gen. (Retd.) 3. To appoint Auditors and to fix their Remuneration and SJS Saighal and the Company as set out in the contract in this regard to consider and if thought fit, to pass, with of employment attached, be and is hereby approved, with or without modification(s), the following resolution as an the liberty to the Board of Directors or the Nomination and Ordinary Resolution: Remuneration Committee to alter and vary the terms and conditions and the remuneration in such manner as the “RESOLVED THAT pursuant to the provisions of section 139 and other applicable provisions, if any, of the Board of Directors may deem fit and as is acceptable to the Companies Act, 2013 and Rules framed thereunder, as Lt. Gen. (Retd.) SJS Saighal.” amended from time to time, and in accordance with the “RESOLVED FURTHER THAT in the event of loss or resolution passed by the shareholders of the Company inadequacy of profits in any financial year of the Company at the Nineteenth 19th Annual General Meeting held during the term of office of Lt. Gen. (Retd.) SJS Saighal, a on 22nd day of September, 2017 the reappointment of Chairman of the Company, the remuneration, perquisites M/s. Kalyaniwalla & Mistry LLP, Chartered Accountants, / benefits set out in the aforesaid agreement be paid or Mumbai (FRN No. 104607 W/W100166), for the financial granted to Lt. Gen. (Retd.) SJS Saighal as the minimum year 2018-2019 be and is hereby ratified as Auditors of remuneration, in case of excess payment of remuneration the Company, at such remuneration as may be mutually to Lt. Gen. (Retd.) SJS Saighal be waived, notwithstanding agreed between the Board of Directors and the Auditors.” the fact that such remuneration is in excess of the statutory ceiling specified in this regard as in force and amended SPECIAL BUSINESS: from time to time and necessary approval of the Central 4. To consider and if thought fit, to pass, with or without Government will be obtained as may be required, to make modifications, the following resolution as an Ordinary up the shortfalls if any, without any further reference to / Resolution: approval of the General Meeting.” “Resolved That pursuant to the provisions of Sections “RESOLVED FURTHER THAT Lt. Gen. (Retd.) SJS 152 and all other applicable provisions, if any, of the Saighal also be entitled for the reimbursement of actual Companies Act, 2013 and the Rules framed thereunder and entertainment, traveling, boarding and lodging expenses the SEBI (Listing Obligations and Disclosure Requirements) incurred by him in connection with the Company’s business Regulations, 2015 (LODR / Listing Regulations), including and such other benefits/amenities and other privileges, any statutory modifications or re-enactment(s) thereof and as any from time to time be available to other senior any rules made thereunder, for the time being in force, executives of the company.” Ms. Rati Rishi (DIN: 0008185217), who was appointed as an Additional Director of the Company with effect from “RESOLVED FURTHER THAT any one of the director of July 23, 2018, and whose term expires at this AGM, and the company or Mr. Raakesh D. Soni, Company Secretary in respect of whom the Company has received a notice of the Company be and is hereby authorized singly to in writing along with a deposit from a member proposing file the relevant forms with the Registrar of Companies, his candidature for the office of Non-Executive Director be pursuant to the said appointment.” and is hereby appointed as a Non-Executive Director of By Order of the Board of Directors the Company whose office is liable to retire by rotation. Place:- Mumbai RAAKESH D.SONI Date:- August 10, 2018 Company Secretary 1 GLOBAL VECTRA HELICORP LIMITED NOTES: c. Members holding shares in Physical Form should enter (a) A MEMBER ENTITLED TO ATTEND AND VOTE IS Folio Number registered with the Company. ENTITLED TO APPOINT A PROXY TO ATTEND AND (iv) Next enter the Image Verification as displayed and Click on VOTE INSTEAD OF HIMSELF AND THE PROXY NEED Login. NOT BE A MEMBER OF THE COMPANY. THE PROXIES (v) If you are holding shares in demat form and had logged on TO BE EFFECTIVE, SHOULD BE DEPOSITED AT THE to www.evotingindia.com and voted on an earlier voting of REGISTERED OFFICE OF THE COMPANY NOT LATER any company, then your existing password is to be used. THAN 48 HOURS BEFORE THE COMMENCEMENT OF (vi) If you are a first time user follow the steps given below: THE MEETING. (b) M/s. Link Intime India Private Limited, C -101, 247 Park, For Members holding shares in Demat L.B.S Marg, Vikhroli (West), Mumbai – 400 083, is the Form and Physical Form Registrar and Share Transfer Agent for physical shares of PAN* Enter your 10 digit alpha-numeric *PAN issued the Company. Intime is also the depository interface of the by Income Tax Department (Applicable for Company with the both NSDL and CDSL. both demat shareholders as well as physical However, keeping in view the convenience of shareholders, shareholders) documents relating to shares will continue to be received • Members who have not updated their by the Company at Corporate Office of the Company at PAN with the Company/Depository Hangar No. C-He / Hf, Airports Authority of India, Civil Participant are requested to use the first Aerodrome, Juhu, Mumbai – 400 056 (Maharashtra), Tel two letters of their name and the last 8 No. 91-22-6140 9200, Registered Office at A-54, Kailash digits of the demat account/folio number Colony, New Delhi – 1 10 048, Tel No. 91-11-2923 5035 ; in the PAN field. e-mail address: [email protected]. • In case the folio number is less than 8 digits enter the applicable number Members holding shares in electronic form are requested (c) of 0’s before the number after the first to intimate any change in their address and / or bank two characters of the name in CAPITAL mandates to their Depository Participants with whom letters. Eg. If your name is Ramesh they are maintaining their demat accounts immediately. Kumar with folio number 100 then enter Members holding shares in physical form are requested RA00000100 in the PAN field. to advice any change of address and / or bank mandate immediately to M/s. Link Intime India Private Limited / DOB# Enter the Date of Birth as recorded in your Investor Service Department of the Company. demat account or in the company records for the said demat account or folio in dd/mm/yyyy (d) The Register of Members and Share Transfer Books of format. Company will remain closed from September 27, 2018 to Dividend Enter the Dividend Bank Details as recorded September 28, 2018 (both days inclusive) in connection Bank in your demat account or in the company with the Annual General Meeting. Details# records for the said demat account or folio. (e) Members / proxies should bring the attendance slips duly • Please enter the DOB or Dividend Bank filled in and signed for attending the meeting.
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