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Annual Report 2011-2012 Download In 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 REGISTRAR & TRANSFER AGENTS CONTENTS Link Intime India Private Limited C-13, Pannalal Silk Mills Compound, Notice 01 L.B.S. Marg, Bhandup (W), Mumbai – 400 078 Tel No.:-91-22-2596 3838 Directors’ Report 07 Management Discussion 09 and Analysis Report Report on Corporate Governance 12 Report of the Auditors 19 Balance Sheet 22 Statement of Profit and Loss 23 Cash Flow Statement 24 Accounting Policies 26 Notes to Financial Statements 30 14th Annual Report 2011-2012 Global Vectra Helicorp Limited NOTICE Saighal also be entitled for the reimbursement of actual entertainment, traveling, boarding and lodging expenses The Fourteenth ANNUAL GENERAL MEETING of the Global incurred by him in connection with the Company’s business Vectra Helicorp Limited will be held on the Friday, 28th day of and such other benefits/amenities and other privileges, as September, 2012 at 1.30 p. m. at ISKON Temple, Complex Hare any from time to time be available to other Senior Executives Krishna Hill, Sant Nagar Main Road, East of Kailash, New Delhi of the Company.” – 110 065, India, to transact the following business: “RESOLVED FURTHER THAT the Board be and is hereby ORDINARY BUSINESS: authorised to do all such acts, deeds, matters and things 1. To receive, consider and adopt the Audited Profit and as in its absolute discretion, it may consider necessary, Loss Account for the year ended 31st March, 2012 and the expedient or desirable, and to settle any question, or doubt Balance Sheet as at that date together with the Report of that may be arise in relation thereto and the Board shall the Directors and the Auditors thereon. have absolute powers to decide breakup of the remuneration 2. To appoint a Director in place of Dr. Chandrathil Gouri within the maximum permissible limit and in order to give Krishnadas Nair, who retires by rotation and is eligible for effect to the forgoing resolution, or as may be otherwise re-appointment. considered by it to be in the best interest of the Company.” 3. To appoint Auditors & fix their Remuneration. 5. To consider and if thought fit, to pass, with or without modifications, the following resolution as a Special SPECIAL BUSINESS: Resolution: 4. To consider and if thought fit, to pass, with or without “RESOLVED THAT pursuant to the provisions of Section modifications, the following resolution as a Ordinary 198, 269, 309 read with Schedule XIII and other applicable Resolution: provisions, if any, of the Companies Act, 1956 (hereinafter “RESOLVED THAT pursuant to the provisions of Section referred to as the “Act”), subject to approval of members in 198, 269, 302, 309, 310 and 311 read with Schedule XIII General Meeting and subject to such approvals, if any, as and other applicable provisions, if any, of the Companies may be necessary, consent of the Board be and is hereby Act, 1956 (including any statutory modifications or re- accorded to the appointment of Mr. Eduard Van Dam, as enactment thereof for the time being enforce) and subject a Chief Executive Officer of the Company for a period of to approval of members in General Meeting and subject to one year commencing from 12th November, 2011 up to such approvals, if any, as may be necessary, consent of the and inclusive of 11th November, 2012 on such terms and Board be and hereby accorded to the appointment of Lt. conditions as agreed to between Mr. Eduard Van Dam Gen. (Retd.) SJS Saighal as a Chairman of the Company and the Company as set out in the contract of employment for a period of one year commencing from 1st October, attached, be and is hereby approved, with the liberty to the 2012 up to and inclusive of 30th September, 2013 on such Board of Directors or the Remuneration Committee to alter terms and conditions as agreed to between Lt. Gen. (Retd.) and vary the terms and conditions and the remuneration in SJS Saighal and the Company as set out in the contract such manner as the Board of Directors may deem fit and as of employment attached, be and is hereby approved, with is acceptable to Mr. Eduard Van Dam” the liberty to the Board of Directors or the Remuneration “RESOLVED FURTHER THAT in the event of loss or Committee to alter and vary the terms and conditions and inadequacy of profits in any financial year of the Company the remuneration in such manner as the Board of Directors during the term of office of Mr. Eduard Van Dam, a Chief may deem fit and as is acceptable to Lt. Gen. (Retd.) SJS Executive Officer of the Company, the remuneration, Saighal” perquisites / benefits set out in the aforesaid Agreement be “RESOLVED FURTHER THAT in the event of loss or paid or granted to Mr. Eduard Van Dam, as the minimum inadequacy of profits in any financial year of the Company remuneration, in case of excess payment of remuneration during the term of office of Lt. Gen. (Retd.) SJS Saighal, a to Mr. Eduard Van Dam, be waived, notwithstanding the fact Chairman of the Company, the remuneration, perquisites that such remuneration is in excess of the statutory ceiling / benefits set out in the aforesaid Agreement be paid or specified in this regard as in force and amended from time to granted to Lt. Gen. (Retd.) SJS Saighal as the minimum time and necessary approval of the Central Government will remuneration, in case of excess payment of remuneration be obtained as may be required, to make up the shortfalls to Lt. Gen. (Retd.) SJS Saighal be waived, notwithstanding if any, without any further reference to / approval of the the fact that such remuneration is in excess of the statutory General Meeting .” ceiling specified in this regard as in force and amended “RESOLVED FURTHER THAT Mr. Eduard Van Dam also from time to time and necessary approval of the Central be entitled for the reimbursement of actual entertainment, Government will be obtained as may be required, to make traveling, boarding and lodging expenses incurred by him up the shortfalls if any, without any further reference to / in connection with the Company’s business and such other approval of the General Meeting .” benefits/amenities and other privileges, as any from time to “RESOLVED FURTHER THAT Lt. Gen. (Retd.) SJS time be available to other Senior Executives of the Company.” 1 14th Annual Report 2011-2012 Global Vectra Helicorp Limited “RESOLVED FURTHER THAT the Board be and is hereby have absolute powers to decide breakup of the remuneration authorised to do all such acts, deeds, matters and things within the maximum permissible limit and in order to give as in its absolute discretion, it may consider necessary, effect to the forgoing resolution, or as may be otherwise expedient or desirable, and to settle any question, or doubt considered by it to be in the best interest of the Company.” that may be arise in relation thereto and the Board shall By Order of the Board of Directors 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 RAAKESH D.SONI considered by it to be in the best interest of the Company.” Place: - Mumbai Company Secretary th 6. To consider and if thought fit, to pass, with or without Date: - 14 August, 2012 modifications, the following resolution as a Special Registered Office Resolution: A-54, Kailash Colony New Delhi – 110 048 “RESOLVED THAT pursuant to the provisions of Section 198, 269, 302, 309, 310 and 311 read with Schedule XIII NOTES: and other applicable provisions, if any, of the Companies Act, (a) A MEMBER ENTITLED TO ATTEND AND VOTE IS 1956 (including any statutory modifications or re-enactment ENTITLED TO APPOINT A PROXY TO ATTEND AND thereof for the time being enforce ) and subject to approval of VOTE INSTEAD OF HIMSELF AND THE PROXY NEED members in General Meeting and subject to such approvals, NOT BE A MEMBER OF THE COMPANY.THE PROXIES if any, as may be necessary, consent of the Board be and TO BE EFFECTIVE, SHOULD BE DEPOSITED AT THE is hereby accorded to the reappointment of Mr. P.Rajkumar REGISTERED OFFICE OF THE COMPANY NOT LATER Menon as a Whole-time Director of the Company for a period THAN 48 HOURS BEFORE THE COMMENCEMENT OF of three years commencing from 1st September, 2012 up THE MEETING. to and inclusive of 31st August, 2015 on such terms and conditions as agreed to between Mr. P.Rajkumar Menon (b) The Explanatory Statement pursuant to section 173 of the and the Company as set out in the contract of employment Companies Act, 1956, is given below and forms part of the attached, be and is hereby approved, with the liberty to the Notice. Board of Directors or the Remuneration Committee to alter (c) M/s. Link Intime India Private Limited, C-13, Pannalal Silk and vary the terms and conditions and the remuneration in Mills Compound, L.B.S.
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