Annual Report 2018-2019 jk”Vª ds fy, mM+ku u, O;kolkf;d vk;keksa ds lkFk Annual Report 2018-19 ANNUAL REPORT 2018-19 PAWAN HANS LIMITED OUR MISSION To become a market leader in Helicopters and Sea Plane services, to provide regional connectivity through Small Fixed Wing Aircrafts operations and provide repair/overhaul services at par with international standards. Annual Report 2018-19 CONTENTS l Board of Directors 4 l Management Team 5 l Notice 6 l Chairman’s Speech to the Members 9 l Board’s Report 13 l Annexures to Board’s Report 29 l Certification/Declaration of Financial Statements by the 70 Chief Executive & Chief Finance Officer/HOD(F&A) of the Company l Declaration Regarding Compliance with the Code of Conduct 71 l Financial Highlights 72 l Summarized Accounts 74 l Auditors Report 75 l Financial Statements 93 l Report of the Comptroller & Auditor General of India 172 BOARD OF DIRECTORS Smt. Usha Padhee Chairperson & Managing Director AVM Sanjeev Kapoor Sh. Praveen Garg AVSM VM Additional Secretary & Financial Advisor ACAS Ops (T&H) Ministry of Civil Aviation Air Headquarters Sh. Ashok Nayak Dr. Harish Chaudhry Sh. Rajesh Kakkar Independent Director Independent Director Director (Off-shore) Oil & Natural Gas Corporation Ltd. 4 5 Annual Report 2018-19 MANAGEMENT TEAM Chairperson & Managing Director Smt. Usha Padhee Registered Office: Rohini Heliport, Sector 36, Chief Vigilance Officer Shri Rakesh Kumar, I.T.S. Rohini, New Delhi-110085 (Upto 09.09.2019) Corporate Office: ED (Tech/BD & MKT) Air Cmde (Retd) C-14, Sector-1 T.A. Dayasagar Noida UP-201 301 Company Secretary & Shri Ranjit Singh Chauhan Regional Office: Joint General Manger (Legal) Western Region Juhu Aerodrome S.V. Road, Vile Parle (West) HOD (F&A) & DGM(IA) Shri Ashish Kumar Yadav Mumbai-400 056 Northern Region OSD to CMD & Shri M.S. Boora Rohini Heliport, Sector 36, General Manager (Safety) Rohini, New Delhi-110085 Eastern Region General Manager (BD & MKT) Shri Vanrajsinh Dodiya Ground Floor, Manoramaloy VIP, LGBI Airport Road Offg General Manager Capt B.V. Baduni Guwahati, Assam-781015 (Operations) Auditors M/s J.P., Kapur & Uberai Offg General Manager (AME) Shri M.P. Singh Chartered Accountants New Delhi-110016 Joint General Manager Shri Ram Krishan (IT & Corporate Planning) Branch Auditors M/s Kailash Chand Jain & Co HOD (HR) Shri A.C. Poricha (Regd.) Chartered Accountants HOD (Admin) Shri H.S. Kashyap Mumbai-400020 HOD (Material) Shri Vijay M. Pathiyan Bankers Vijaya Bank General Manager Shri Sanjeev Razdan Punjab National Bank (Western Region) General Manager Shri Sanjay Kumar (Northern Region) Offg General Manager Shri Sarabjit Singh (Eastern Region) 4 5 Pawan Hans Limited (A Government of India Enterprise) Regd. Office: Rohini Heliport, Sector-36, Rohini, New Delhi-110085 CIN : U62200DL1985GOI022233 NOTICE NOTICE is hereby given that the 34th Annual General Meeting of the Members of the Company will be held on Thursday, the 26th September, 2019 at 12.30 PM at the Hotel Ashok, 50-B, Diplomatic Enclave, Chanakyapuri, New Delhi-110021 to transact the following business:- ORDINARY BUSINESS 1. To receive, consider and adopt the audited Financial Statements consisting of Balance Sheet as at 31.3.2019, statement of Profit & Loss Cash Flow Statement and a Statement of Changes in Equity for the year ended on 31st March 2019, along with the Statutory Auditors’ Report, comments of C&AG thereon, Secretarial Auditors Report and Board’s Report. 2. To authorize the Board of Directors to fix Remuneration of Statutory Auditors and Branch Auditors for the financial years 2018-19 and 2019-20. BY ORDER OF THE BOARD Sd/- (R.S.Chauhan) Company Secretary FCS No.- 8785 New Delhi. Dated: 25th September, 2019 To, 1. All Members of the Company 2. Statutory Auditors 3. Secretarial Auditor 6 7 Annual Report 2018-19 NOTES: 1) Member entitled to attend and vote at the meeting is entitled to appoint a Proxy to attend and vote instead of himself and a proxy need not be a member of the Company. A blank Proxy Form is enclosed herewith. 2) The route map of the venue of the meeting is enclosed herewith. 6 7 PAWAN HANS LIMITED (A GOVERNMENT OF INDIA ENTERPRISE) PROXY FORM I, __________________________a member of Pawan Hans Limited, having its registered office of the Company at Rohini Heliport, Sector-36, Rohini, New Delhi-110085, hereby appoint Shri________________________________________of ____________________ on my behalf at the 34th Annual General Meeting of the Company on Thursday, the 26th September, 2019 or at a later date and at any adjournment thereof. As witness my hand on this________day of September, 2019. (SIGNATURE OF MEMBER) ROUTE MAP OF AGM VENUE 8 9 Annual Report 2018-19 CHAIRMAN’S SPEECH TO THE MEMBERS Dear Shareholders, its continuous commitment to ethical business principles across its operations. Sustaining a I take great pleasure in welcoming you all to the culture of integrity along with high performance 34th Annual General Meeting of your Company. orientation and an adaptive management style The Annual Report for the financial year 2018- in today’s dynamic business environment 19 has been circulated and with your permission needs a robust governance structure. Your I take it as read. Company is having a well defined corporate Your Directors have pleasure in presenting their structure that establishes checks and balances 34th Report together with the audited financial and delegates decision making to appropriate statements for the year ended on 31st March, levels in the organization, though the board 2019, Auditors’ Report and comments on the remains in effective control of the affairs of the Financial Statements by the Comptroller & company. Your Company believes that good Auditor General of India and the reply of the Corporate Governance practices are essential Management thereto. for generating long term value and maintaining a sustainable business model. Financial year 2018-19 had been a year of challenges and the Company made efforts to Your Company has laid down a well-defined retain its leadership position in the helicopter the Code of Conduct for all the Board Members industry and its long term customers. Helicopter and Senior Management Personnel of the industry is facing severe shortage of experienced Company, which is also uploaded on the website helicopter pilots and your Company has also of the Company. All Board Members and suffered high rate of attrition of pilots in last Senior Management Personnel have affirmed three years affecting its business. During the compliance to the Code of Conduct. year under review, your Company has signed For the year 2016-17 the MoU rating of your an MoU with Indian Air Force for intake of Company was “Very Good”, for 2017-18, it has pilots on deputation / permanent / immediate been rated as “Good” and for 2018-19 exemption absorption basis and taken over 14 pilots on from signing of MoU has been sought through immediate absorption with more to follow. the administrative ministry. During the year under review, your Company The revenue from operations earned by your received Scheduled Commercial Operator Company during 2018-19 is Rs.37997.08 (SCO) permit on 11.03.2019 from Directorate lakhs as compared to Rs.39540.74 lakhs in the General of Civil Avation (DGCA). This previous year. Though, there is a small decrease permit will enable your Company to provide (3.9%) in revenue from operations during the and operate commercial flights under RCS year under review as compared to previous year, UDAN scheme. Non Scheduled Operator but this has resulted into a loss of Rs.5676.20 Permit (NSOP) of your Company has also been lakhs as compared to Net profit of Rs.1929.49 renewed upto 14.03.2024 under new CAP 3400. lakhs in the previous financial year. The reasons The Company’s philosophy on Corporate for such loss are salary revision of employees, Governance reflects the ethos of the Company and hefty increase in insurance premium, imposition 8 9 of liquidated damages, increase in lease rent by process. Accordingly, last date for submission AAI, etc. of Expression of Interest by interested bidders was extended upto September 19, 2018. Due to losses incurred during the year 2018- 19, Board of Directors has not recommended Against the above, only one bid was received by any dividend for the year under review. Prior due date i.e. 12.03.2019. After scrutiny of the to this Your Company has earned / posted bid, the Transaction Advisor informed that the profit and paid dividend to the shareholders for bid is conditional and incomplete in contents last six years. For the year 2017-18 dividend and also attracts disqualification as per section of Rs.616.42 lakhs @ 30% of Profit After Tax 8 : Disqualification of RFP. Accordingly, the plus corporate tax on dividend of Rs.126.71 bid was rejected and the matter was referred to lakhs was paid. DIPAM for further decision in this regard. After detailed deliberations, Alternative Mechanism Average monthly deployment of helicopters (AM) conveyed their decision on 3.5.2019 to during the year ended 31.03.2019 was 29 issue fresh EOI / PIM to widen the participation helicopters out of the fleet size of 42 helicopters. The total flying hours in 2018-19 got reduced of bidders. The fresh invitation to EOI has to 20,052 hours as against 23,329 hours during been issued on 11.07.2019 with last date of the previous year due to various reasons i.e. submission of EOI being 22.8.2019 which has shortage of pilots, grounding of helicopters, etc. now been extended upto 26.9.2019. Pawan Hans continues to be one of Asia’s The following significant Events/ largest helicopter operators having a well- Developments have taken place:- balanced own operational fleet of 42 helicopters i) Non Scheduled Operator Permit (NSOP) at present with pan India presence.