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Auditor Report of Global Vectra Helicorp Ltd.

Mar 31, 2015

We have audited the accompanying financial statements of Global Vectra Helicorp Limited ("the Company"), which comprise the Balance Sheet as at 31 March 2015, the Statement of Profit and Loss and the Cash Flow Statement for the year then ended and a summary of significant accounting policies and other explanatory information.

Management,s Responsibility for the Financial Statements

The Company,s Board of Directors is responsible for the matters stated in section 134(5) of the Companies Act, 2013 ('the Act,) with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash fows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor,s Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit.

We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under.

We conducted our audit in accordance with the Standards on Auditing specified under section 143(10) of the Act. Those Standards require that we comply with the ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor,s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company,s preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate

in the circumstances, but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by the Company,s Directors, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31 March 2015 and its Profit and its cash fows for the year ended on that date.

Emphasis of Matters

We draw attention to the following matters in the Notes to the financial statements:

1. Note no. 34 to the Company,s financial statements which more fully explains that, the Company had received an order from the office of the Commissioner of Customs (Preventive) confirming the demand for differential duty of customs along with penalty aggregating Rs 262,195,030. No provision has been made by the Company for the same nor the interest due thereon as at 31 March 2015, as the management believes, based on a recent decision from Customs Excise and Service Tax Appellate Tribunal (CESTAT) West Zonal Bench in favor of the Company on a similar matter and an opinion from an external legal expert, that the demand will be set aside by a higher appellate authority.

2. Note no. 36 to the Company,s financial statements which mentions that in the past, the Company,s operations were disrupted due to an order dated 7 May 2012 received from The Director General of Civil Aviation (DGCA). The Company received an ad interim relief from the single- judge bench of the Delhi High Court vide its judgment dated 11 June 2012 which stayed the operation of the above mentioned order. Accordingly, the Company resumed its operations of flying aircrafts. However, on 19 September 2012 the DGCA has filed an appeal which is pending before the divisional bench of the Delhi High Court seeking the interim order passed by the single-judge bench to be set aside. Pursuant to the said appeal, the Company,s Air Operator Permit has been renewed and is subject to the outcome of the above court matter. These conditions indicate the existence of a material uncertainty that may cast significant doubt about the Company,s ability to continue as a going concern.

Our opinion is not qualified in respect of the above matters.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor,s Report) Order, 2015 ('the Order,), issued by the Central Government of India in terms of sub-section (11) of Section 143 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

2. As required by Section 143(3) of the Act, we report that:

a. We have sought and obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purposes of our audit.

b. In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books.

c. The Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement dealt with by this Report are in agreement with the books of account.

d. In our opinion, the aforesaid financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

e. The matters described under the Emphasis of Matters paragraph above, in our opinion, may have an adverse effect on the functioning of the Company.

f. On the basis of the written representations received from the directors as on 31 March 2015, and taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 2015, from being appointed as a director in terms of section 164(2) of the Act.

g. With respect to the other matters to be included in the Auditor,s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

i. The Company has disclosed the impact of pending litigations on its financial position in its financial statements – Refer Note 25(b), Note 34 and Note 36 to the financial statements.

ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses.

iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company.

ANNEXURE TO THE INDEPENDENT AUDITORS, REPORT – 31 MARCH 2015

With reference to the Annexure referred to in our report of even date, we report that:

(i) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.

(b) The Company has a regular programme of physical verification of its fixed assets by which all fixed assets are verified in a phased manner over a period of two years. In our opinion, this periodicity of physical verification is reasonable having regard to the size of the Company and the nature of its assets. In accordance with this programme, the Company has physically verified certain fixed assets during the year and no material discrepancies were noticed on such verification.

(ii) (a) The inventory of consumables, spares and stores, including stocks lying with third parties, have been physically verified by the management during the year. In our opinion, the frequency of such verification is reasonable.

(b) The procedures for the physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) The Company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and the book records were not material.

(iii) The Company has not granted any loans, secured or unsecured, to companies, forms or other parties covered in the register maintained under Section 189 of the Act. Accordingly, paragraphs 3(iii) (a) and (b) of the Order are not applicable to the Company.

(iv) In our opinion and according to the information and explanations given to us, and having regard to the explanation that purchases of certain items of spares are for the Company,s specialized requirements for which suitable alternative sources are not available to obtain comparable quotations, there is an adequate internal control system commensurate with the size of the Company and the nature of its business with regard to purchase of spares and fixed assets and with regard to the sale of services. The nature of operations of the Company does not involve sale of goods. We have not observed any major weakness in the internal control system during the course of the audit.

(v) The Company has not accepted any deposits from the public.

(vi) The Central Government has not prescribed the maintenance of cost records under Section 148(1) of the Act for any of the services rendered by the Company.

(vii) (a) According to the information and explanations given to us and on the basis of our examination of the records of the Company, amounts deducted/accrued in the books of account in respect of undisputed statutory dues of Provident Fund, Employees, State Insurance, Sales Tax, Wealth Tax, Duty of Customs and any other material statutory dues have been regularly deposited during the year by the Company with the appropriate authorities. According to the information and explanations given to us and on the basis of our examination of the records of the Company, amounts deducted/accrued in the books of account in respect of undisputed statutory dues of Income Tax and Service tax have not been regularly deposited during the year by the Company with the appropriate authorities and there have been significant delays in several cases. As explained to us, the Company did not have any dues on account of Value added tax and Duty of Excise.

According to the information and explanations given to us, no undisputed amounts payable in respect of Provident Fund, Employees, State Insurance, Sales Tax, Wealth Tax, Duty of Customs, Service Tax, Income Tax and other material statutory dues were in arrears as at 31 March 2015 for a period of more than six months from the date they became payable. The following undisputed dues of Service Tax have not been deposited by the Company and were in arrears as at 31 March 2015 for a period of more than six months from the date they became payable:

Name of Nature Amount Period to Due Date of Statute of dues (Rs) which the dates payment amount relates

The Finance Service 6,556,587 2012-13 Various Not yet Act, 1994 tax paid

The Finance Service 8,969,848 2013-14 Various Not yet Act, 1994 tax paid The Finance Service 2,172,847 2014-15 Various Not yet Act, 1994 tax paid

(b) According to the information and explanations given to us, there are no dues of Income Tax, Sales Tax and Wealth Tax which have not been deposited with the appropriate authorities on account of any dispute. The following dues of Customs Duty and Service Tax have not been deposited by the Company on account of disputes:

name nature of amount period to Forum of the the dues (rs.) which the where Statute amount dispute is relates pending

Customs Customs *212,195,030 2007-2008 CESTAT Act, 1962 duty (Appeals)

Penalty 50,000,000 2007-2008 CESTAT (Appeals)

Finance Service tax 90,264,239 16.05.2008 to CESTAT Act, 1994 31.03.2010 (Appeals)

Interest 84,849,675 16.05.2008 to CESTAT 31.03.2014 (Appeals)

Finance Service tax 21,857,285 October 2007 CESTAT Act, 1994 - March 2011 (Appeals)

Penalty 21,857,285 October 2007 CESTAT - March 2011 (Appeals)

Finance Service tax 43,986,566 April 2011 to CESTAT Act, 1994 March 2012 (Appeals)

Penalty 45,812,439 April 2011 to CESTAT March 2012 (Appeals)

*includes amount aggregating Rs 53,826,044 paid as duty under protest during the year ended 31 March 2010

(c) The amount required to be transferred to the Investor Education and Protection Fund in accordance with the relevant provisions of the Act and Rules made there under has been transferred to such fund within time.

(viii) The accumulated losses of the Company are more than fifty percent of its net worth at the end of the financial year. The Company has not incurred cash losses in the current year and in the immediately preceding financial year.

(ix) In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to its bankers; the Company has defaulted in repayment of dues to the financial institutions at various dates during the year which have been made good as at year end. The Company did not have any outstanding dues to any debenture holders during the year.

(x) According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions.

(xi) According to the information and explanations given to us, the term loans taken by the Company have been applied for the purpose for which they were raised.

(xii) According to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the course of our audit.

For B S R & Co. LLP

Chartered Accountants

Firm,s Registration No: 101248W/ W-100022



Vijay Mathur

Mumbai Partner

26 May 2015 Membership No: 046476


Mar 31, 2014

1. We have audited the accompanying financial statements of Global Vectra Helicorp Limited ("the Company"), which comprise the Balance Sheet as at 31 March 2014, the Statement of Profit and Loss and the Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

2. Management is responsible for the preparation of these financial statements that give a true and fair view of the financial posi- tion, financial performance and cash flows of the Company in accordance with the accounting standards referred to in sub-sec- tion (3C) of Section 211 of the Companies Act, 1956 ("the Act") read with the General Circular 15/2013 dated 13 September 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial state- ments that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

3. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accord- ance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

4. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company''s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

5. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our qualified audit opinion.

Basis for Qualified Opinion

6. As more fully explained in note no. 34 to the financial statements, the Company had received an order from the Office of the Commissioner of Customs (Preventive) confirming the demand for differential duty of customs along with penalty aggregating Rs 262,195,030. No provision has been made by the Company for the same nor the interest due thereon as at 31 March 2014, as management believes that the demand will be set aside by a higher appellate authority. Had the Company made a provision for the demand as required by Accounting Standard 29 - Provisions, Contingent Liabilities and Contingent Assets, depreciation would have been higher by Rs 40,028,525 (31 March 2013: Rs 34,133,645), the profit after tax for the year ended 31 March 2014 would have been converted to loss after tax of Rs 139,657,093 (31 March 2013: Rs 120,145,103) and accumulated losses as at 31 March 2014 would have been higher by Rs 194,571,468 (31 March 2013: Rs 188,676,588).

7. As more fully explained in note no. 37 to the financial statements, certain customers have disputed taxes levied by the Company aggregating Rs 90,264,239 (31 March 2013: Rs 90,264,239). No provision has been made by the Company in respect of such outstandings as required by the accounting policies of the Company. However management believes that the Company has a strong case to collect the outstanding amount. Had the Company made the provision, the profit after tax for the year ended 31 March 2014 would have been converted to loss after tax of Rs 35,349,863 (31 March 2013: Rs 21,732,754) and accumulated losses as at 31 March 2014 would have been higher by Rs 90,264,239 (31 March 2013: Rs 90,264,239).

Qualified Opinion

8. In our opinion and to the best of our information and according to the explanations given to us, except for the possible effects of the matters described in the Basis for Qualified Opinion paragraph, the financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

(a) in the case of the Balance Sheet, of the state of affairs of the Company as at 31 March 2014;

(b) in the case of the Profit and Loss Account, of the profit for the year ended on that date; and

(c) in the case of the Cash Flow Statement, of the cash flows for the year ended on that date.

Emphasis of Matter

9. We draw attention to note no. 38 to the financial statements which states that during the year, the Company''s operations were disrupted due to an order dated 7 May 2012 received from The Director General of Civil Aviation (DGCA). The Company re- ceived an ad interim relief from the single-judge bench of the Delhi High Court vide its judgment dated 11 June 2012 which stayed the operation of the above mentioned order. Accordingly, the Company resumed its operations of flying aircrafts. How- ever, on 19 September 2012 the DGCA filed an appeal which is pending before the divisional bench of the Delhi High Court seeking the interim order passed by the single-judge bench to be set aside. Pursuant to the said appeal, the Company''s Air Operator Permit (formally NSOP) has been renewed and is subject to the outcome of the above court matter. These conditions along with other matters as set forth in note no. 1.2 to the financial statements indicate the existence of a material uncertainty that may cast significant doubt about the Company''s ability to continue as a going concern. Our opinion is not qualified in respect of this matter.

Report on Other Legal and Regulatory Requirements

10. As required by the Companies (Auditor''s Report) Order, 2003 ("the Order") issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

11. As required by Section 227(3) of the Act, we report that:

a. we have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit;

b. in our opinion, proper books of account as required by law have been kept by the Company so far as appears from our examination of those books;

c. the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement dealt with by this Report are in agreement with the books of account;

d. in our opinion, except for the possible effects of the matters described in paragraphs 6 and 7 of the Basis for Qualified Opinion paragraph, the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement comply with the accounting standards notified under the Act read with the General Circular 15/2013 dated 13 September 2013 of the Ministry of Cor- porate Affairs in respect of Section 133 of the Companies Act, 2013;and

e. on the basis of written representations received from the directors as on 31 March 2014, and taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 2014, from being appointed as a director in terms of clause (g) of sub-section (1) of Section 274 of the Act.

Annexure to the Independent Auditors'' Report - 31 March 2014 With reference to the Annexure referred to in our report of even date, we report that:

(i) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.

(b) The Company has a regular programme of physical verification of its fixed assets by which all fixed assets are verified in a phased manner over a period of two years. In our opinion, this periodicity of physical verification is reasonable having regard to the size of the Company and the nature of its assets. In accordance with this programme, the Company has physically verified certain fixed assets during the year and no material discrepancies were noticed on such verification.

(c) Fixed assets disposed off during the year were not substantial, and therefore, do not affect the going concern assumption.

(ii) (a) The inventory of consumables, spares and stores, including stocks lying with third parties, have been physically verified by the management during the year. In our opinion, the frequency of such verification is reasonable.

(b) The procedures for the physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) The Company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and the book records were not material.

(iii) (a) The Company has not granted any loans, secured or unsecured, to companies, firms or other parties covered in the register maintained under Section 301 of the Act. Accordingly, paragraphs 4(iii) (b), (c) and (d) of the Order are not applicable to the Company.

(b) The Company has taken unsecured loans from a company covered in the register maintained under Section 301 of the Act. The maximum amount outstanding during the year was Rs 67,904,290 and the year-end balance of such loans was Rs 62,419,648.

(c) In our opinion, the rate of interest and other terms and conditions on which the loans have been taken from the aforesaid company covered in the register maintained under Section 301 of the Act are, prima facie, not prejudicial to the interests of the Company.

(d) Loans taken from the company covered in the register maintained under Section 301 of the Act do not have stipulations with regard to the repayment of principal and interest amounts. Accordingly, we are unable to comment on the regularity of repayment of principal and interest.

(iv) In our opinion and according to the information and explanations given to us, and having regard to the explanation that pur- chases of certain items of spares are for the Company''s specialised requirements for which suitable alternative sources are not available to obtain comparable quotations, there is an adequate internal control system commensurate with the size of the Company and the nature of its business with regard to purchase of spares and fixed assets and with regard to the sale of services. We have not observed any major weakness in the internal control system during the course of the audit.

(v) In our opinion, and according to the information and explanations given to us, there are no contracts and arrangements, the particulars of which need to be entered into the register maintained under section 301 of the Act.

(vi) The Company has not accepted any deposits from the public.

(vii) In our opinion, the Company has an internal audit system commensurate with the size and nature of its business.

(viii) The Central Government has not prescribed the maintenance of cost records under Section 209(1)(d) of the Act for any of the services rendered by the Company.

(ix) (a) According to the information and explanations given to us and on the basis of our examination of the records of the Company, amounts deducted/accrued in the books of account in respect of undisputed statutory dues of Provident Fund, Employee State Insurance, Wealth Tax, Customs Duty and any other material statutory dues have been regularly deposited during the year by the Company with the appropriate authorities. According to the information and explanations given to us and on the basis of our examination of the records of the Company, amounts deducted/accrued in the books of account in respect of undisputed statutory dues of Income Tax and Service tax have not been regularly deposited during the year by the Company with the appropriate authorities and there have been serious delays in several cases. As explained to us, the Company did not have any dues on account of Excise Duty, Investor Education and Protection Fund and Sales Tax.

According to the information and explanations given to us, no undisputed amounts payable in respect of Provident Fund, Employees'' State Insurance, Wealth Tax, Customs Duty, Service tax and other material statutory dues were in arrears as at 31 March 2014 for a period of more than six months from the date they became payable. The following undisputed dues of Income Tax have not been deposited by the Company and were in arrears as at 31 March 2014 for a period of more than six months from the date they became payable:

Name of Statute Nature of dues Amount (Rs)

Income tax Act, Tax deducted at source, 26,103,321 1961 including interest

Name of Statute Period to which the Due dates amount relates

Income tax Act, 2013-14 Various 1961

(b) According to the information and explanations given to us, there are no dues of Income Tax and Wealth Tax which have not been deposited with the appropriate authorities on account of any dispute. The following dues of Customs Duty and Service Tax have not been deposited by the Company on account of disputes:

Name of the Statute Nature of the Amount (Rs. ) Period to which the Dues amount relates Customs Act, 1962 ** Customs duty *212,195,030 2007-2008

Penalty 50,000,000 2007-2008

Finance Act, 1994 ** Service tax 90,264,239 16.05.2008 to 31.03.2010

Interest 84,849,675 16.05.2008 to 31.03.2014

Penalty 221,285,269 16.05.2008 to 31.03.2010 Name of the Statute Forum where dispute is pending Customs Act, 1962 ** CESTAT (Appeals)

CESTAT (Appeals)

Finance Act, 1994 ** CESTAT (Appeals)

CESTAT (Appeals)

CESTAT (Appeals)

*includes amount aggregating Rs 53,826,044 paid as duty under protest during the year ended 31 March 2010 **refer paragraphs 6 and 7 respectively of the Independent Auditors'' report

(x) The accumulated losses of the Company are more than fifty percent of its networth at the end of the financial year. The Company has not incurred cash losses in the current year and in the immediately preceding financial year. The accumulated losses, cash losses and networth have been arrived at after considering the possible effects of the qualifications stated in paragraphs 6 and 7 of the Independent Auditors'' Report.

(xi) In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to its bankers. The Company did not have any outstanding dues to any financial institution or debenture holders during the year.

(xii) The Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) In our opinion and according to the information and explanations given to us, the Company is not a chit fund or a nidhi/ mutual benefit fund/ society.

(xiv) According to the information and explanations given to us, the Company is not dealing or trading in shares, securities, debentures and other investments.

(xv) According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions.

(xvi) According to the information and explanations given to us, the term loans taken by the Company have been applied for the purpose for which they were raised.

(xvii) According to the information and explanations given to us and on an overall examination of the balance sheet of the Company, we are of the opinion that short term working capital amounting to Rs 1,499,717,562 has partly financed the additions to fixed assets and the accumulated losses.

(xviii) The Company has not made any preferential allotment of shares to companies/firms/parties covered in the register maintained under Section 301 of the Act.

(xix) The Company did not have any outstanding debentures during the year.

(xx) The Company has not raised any money by way of public issue during the year.

(xxi) According to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the course of our audit.

For B S R & Co. LLP Chartered Accountants Firm''s Registration No: 101248W

Vijay Mathur Mumbai Partner Date: 30 May 2014 Membership No: 046476


Mar 31, 2013

Report on the Financial Statements

1. We have audited the accompanying financial statements of Global Vectra Helicorp Limited ("the Company"), which comprise the Balance Sheet as at 31 March 2013, the Statement of Profit and Loss and the Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

2. Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in sub- section (3C) of section 211 of the Companies Act, 1956 ("the Act"). This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and fair presentation of the financial statements that are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

3. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

4. An audit involves performing-procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

5. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our qualified audit opinion. ''

Basis for Qualified Opinion

6. As more fully explained in note no. 35 to the financial statements, managerial remuneration paid / payable to Whole Time Director of the Company has exceeded the limits prescribed under Section 198 of the Act by Rs 1,945,127 for the year ended 31 March 2013 and Rs 14,296,515 for period prior to 1 April 2012. The Company has applied for post-facto approval and is yet to receive the same from the Central Government.

7. As more fully explained in note no. 34 to the financial statements, the Company had received an order in 2008 from the Office of the Commissioner of Customs (Preventive) confirming the demand for differential duty of customs along with penalty aggregating Rs 262,195,030. No provision has been made by the Company for the same nor the interest due thereon as at 31 March 2013, as management believes that the demand will be set aside by a higher appellate authority. Had the Company made a provision for the demand as required by Accounting Standard 29 - Provisions, Contingent Liabilities and Contingent Assets, the revaluation reserve would have been lower by Rs 74,070,446 (previous year: Rs 79,978,358), depreciation would have been higher by Rs 34,133,645 (previous year: Rs 29,446,012), the profit after tax for the year ended 31 March 2013 would have been converted to loss after tax of 120,145,103 (previous year: loss would have been higher by Rs 183,988,955) and accumulated losses as at 31 March 2013 would have been higher by Rs 188,676,588 (previous year: Rs 183,988,955).

8. As more fully explained in note no. 38 to the financial statements, certain customers have disputed taxes levied by the Company aggregating Rs 90,425,938 (previous year: Rs 90,425,938). Consequently management have not paid the said taxes to the authorities. No provision has been made by the Company in respect of such outstanding, as required by the accounting policies of the Company. However, as detailed in note 38, management believes that they have a strong case to collect the outstanding amount. Had the Company made the provision, the profit after tax for the year ended 31 March 2013 would have been converted to loss after tax of Rs 21,894,453 (previous year: loss would have been higher by Rs 90,425,938) and accumulated losses as at 31 March 2013 would have been higher by Rs 90,425,938 (previous year: Rs 90,425,938).

Qualified Opinion

9. In our opinion and to the best of our information and according to the explanations given to us, except for the possible effects of the matters described in the Basis for Qualified Opinion paragraph, the financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

(a) in the case of the Balance Sheet, of the state of affairs of the Company as at 31 March 2013;

(b) in the case of the Profit and Loss Account, of the profit for the year ended on that date; and

(c) in the case of the Cash Flow Statement, of the cash flows for the year ended on that date. Emphasis of Matter

10. We draw attention to note no. 39 to the financial statements which states that during the year, the Company''s operations were disrupted due to an order dated 7 May 2012 received from The Director General of Civil Aviation (DGCA). The Company received an ad interim relief from the single-judge bench of the Delhi High Court vide its judgment dated 11 June 2012 which stayed the operation of the above mentioned order. Accordingly, the Company resumed its operations of flying aircrafts. However, on 19 September 2012 the DGCA filed an appeal which is pending before the divisional bench of the Delhi High Court seeking the interim order passed by the single-judge bench to be set aside. Pursuant to the said appeal, the Company''s Non Scheduled Operator''s Permit (NSOP) has been renewed and is subject to the outcome of the above court matter. These conditions along with other matters as set forth in note no. 1.2 indicate the existence of a material uncertainty that may cast significant doubt about the Company''s ability to continue as a going concern. Our opinion is not qualified in respect of this matter.

Report on Other Legal and Regulatory Requirements

11. As required by the Companies (Auditor''s Report) Order, 2003 ("the Order") issued by the Central Government of India in terms of sub-section (4A) of section 227 of''the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

12. As required by Section 227(3) of the Act, we report that:

a. we have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit; "

b. in our opinion, proper books of account as required by law have been kept by the Company so far as appears from our examination of those books;

c. the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement dealt with by this Report are in agreement with the books of account;

d. in our opinion, except for the possible effects of the matters described in paragraphs 7 and 8 of the Basis for Qualified Opinion paragraph, the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement comply with the accounting standards referred to in sub-section (3C) of Section 211 of the Act; and

e. on the basis of written representations received from the directors as on 31 March 2013, and taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 2013, from being appointed as a director in terms of clause (g) of sub-section (1) of Section 274 of the Act.

Annexure to the Auditors'' Report -31 March 2013

(Referred to in our report of even date)

(i) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.

(b) The Company has a regular programme of physical verification of its fixed assets by which all fixed assets are verified in a phased manner over a period of two years. In our opinion, this periodicity of physical verification is reasonable having regard to the size of the Company and the nature of its assets. In accordance with this programme, the Company has physically verified certain fixed assets during the year and no material discrepancies were noticed on such verification.

(c) Fixed assets disposed off during the year were not substantial, and therefore, do not affect the going concern assumption.

(ii) (a) The inventory of consumables, spares and stores, including stocks lying with third parties, have been physically verified by the management during the year. In our opinion, the frequency of such verification is reasonable.

(b) The procedures for the physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) The Company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and the book records were not material.

(iii) (a) The Company has not granted any loans, secured or unsecured, to companies, firms or other parties covered in the register maintained under Section 301 of the Act. Accordingly, paragraphs 4(iii) (b), (c) and (d) of the Order are not applicable to the Company. -

(b) The Company has taken unsecured loans from a company covered in the register maintained under Section 301 of the Act. The maximum amount outstanding during the year was Rs 58,593,325 and the year-end balance of such loans was Rs 58,551,666.

(c) In our opinion, the rate of interest and other terms and conditions on which the loans have been taken from the aforesaid company covered in the register maintained under Section 301 of the Act are not, prima facie, prejudicial to the interests of the Company.

(d) Loans taken from the company covered in the register maintained under Section 301 of the Act do not have stipulations with regard to the repayment of principal and interest amounts. Accordingly, we are unable to comment on the regularity of repayment of principal and interest.

(iv) In our opinion and according to the information and explanations given to us, and having regard to the explanation that purchases of certain items of spares are for the Company''s specialised requirements for which suitable alternative sources are not available to obtain comparable quotations, there is an adequate internal control system commensurate with the size of the Company and the nature of its business with regard to purchase of spares and fixed assets and with regard to the sale of services. We have not observed any major weakness in the internal control system during the course of the audit.

(v) In our opinion, and according to the information and explanations given to us, there are no contracts and arrangements, the particulars of which need to be entered into the register maintained under section 301 of the Act.

(vi) The Company has not accepted any deposits from the public.

(vii) In our opinion, the Company has an internal audit system commensurate with the size and nature of its business.

(viii) The Central Government has not prescribed the maintenance of cost records under Section 209(1 )(d) of the Act for any of the services rendered by the Company.

(ix) (a) According to the information and explanations given to us and on the basis of our examination of the records of the Company, amounts deducted/accrued in the books of account in respect of undisputed statutory dues of Provident Fund, Employee State Insurance, Wealth Tax, Customs Duty and any other material statutory dues have been regularly deposited during the year by the Company with the appropriate authorities. According to the information and explanations given to us and on the basis of our examination of the records of the Company, amounts deducted/accrued in the books of account in respect of undisputed statutory dues of Income Tax and Service Tax have not been regularly deposited during the year by the Company with the appropriate authorities and there has been serious delays in several cases. As explained to us, the Company did not have any dues on account of Excise Duty, Investor Education and Protection Fund and Sales Tax.

According to the information and explanations given to us, no undisputed amounts payable in respect of Provident Fund, Employees'' State Insurance, Wealth Tax, Customs Duty and other material statutory dues were in arrears as at 31 March 2013 for a period of more than six months from the date they became payable. The following undisputed dues of Income Tax and Service tax have not been deposited by the Company and were in arrears as at 31 March 2013 for a period of more than six months from the date they became payable:

(x) The accumulated losses of the Company are more than fifty percent of its networth at the end of the financial year. The Company has not incurred cash losses in the current year; however, it has incurred cash losses in the immediately preceding financial year. The accumulated losses, cash losses and networth have been arrived at after considering the possible effects of the qualifications stated in paragraphs 7 and 8 of the Auditors'' Report.

(xi) In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to its bankers. The Company did not have any outstanding dues to any financial institution or debenture holders during the year.

(xii) The Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities. t

(xiii) In our opinion and according to the information and explanations given to us, the Company is not a chit fund or a nidhi/ mutual benefit fund/ society.

(xiv) According to the information and explanations given to us, the Company is not dealing or trading in shares, securities, debentures and other investments.

(xv) According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions.

(xvi) According to information and explanation given to us, term loan was applied for the purpose for which the loan was obtained during the year.

(xvii) According to the information and explanations given to us and on an overall examination of the balance sheet of the Company, we are of the opinion that short term working capital amounting to Rs 1,359,638,757 has partly financed the additions to fixed assets and the accumulated losses.

(xviii) The Company has not made any preferential allotment of shares to companies/firms/parties covered in the register maintained under Section 301 of the Act.

(xix) The Company did not have any outstanding debentures during the year.

(xx) The Company has not raised any money by way of public issue during the year.

(xxi) According to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the course of our audit.

ForBSR&Co.

Chartered Accountants

Firm''s Registration No: 101248W

Vijay Mathur

Mumbai Partner

Date: 28 May 2013

Membership No: 046476


Mar 31, 2012

We have audited the attached balance sheet of Global Vectra Helicorp Limited ('the Company') as at 31st March, 2012 and the related statement of profit and toss and the cash flow statement for the year ended on that date, annexed thereto. These financial statements are theresponsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted in India. Those Standards require that we p## and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

As required by the Companies (Auditor's Report) Order, 2003 ('the Order') issued by the Central Government of India in terms of sub-section (4A) of Section 227 of the Companies Act, 1956 ('the Act'), we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

Further to our comments in the Annexure referred to above, we report that:

a) we have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit;

b) in our opinion, proper books of account as required by law have been kept by the Company so far as appears from our examination of those books;

c) the balance sheet, the statement of profit and loss and the cash flow statement dealt with by this report are in agreement with the books of account;

d) in our opinion, except as stated in paragraph (f) and (h) below, the balance sheet, the statement of profit and loss and the cash flow statement dealt with by this report comply with the Accounting Standards referred to in sub-section (3C) of Section 211 of the Acc.

e) on the basis of written representations received from directors of the Company as at 31 March 2012 and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31st March, 2012 from being appointed as a director in terms of clause (g) of sub-section (1) of Section 274 of the Act;

f) as more fully explained in note no 32 to the financial statements, the Company has received an order from the Office of the Commissioner of Customs (Preventive) confirming the demand for differential duty of customs along with penalty aggregating Rs. 262,195,030. No provision has been made by the Company for the same nor the interest due thereon as at 31 March 2012, as the management believes that the demand will be set aside by a higher appellate authority. Had the Company made a provision for the demand as required by Accounting Standard 29 - Provisions, Contingent Liabilities and Contingent Assets, the fixed asset grow block would have been higher and revaluation reserve would have been lower by Rs. 79,978,358 (previous year Rs. 86,597,06# (depredation would have been higher by Rs. 29,446,012 (previous year: Rs. 23,219,078) and the loss after tax and accumulated loss for the year ended 31 March 2012 would have been higher by Rs 183,988,955 (previous year: Rs. 177,762,021).

g) as more fully explained in note no 33 to the financial statements, managerial remuneration paid/payable to Whole Time Director of the Company has exceeded the limits prescribed under Section 198 of the Act by Rs 2,054,387 for the year ended 31st March 2012 and Rs. 12,242.128 for period prior to 1 April 2011. The Company has applied for post-facto approval and is yet to receive the same from the Central Government;

h) as more fully explained in note no 36 to the financial statements, certain customers have disputed taxes levied by the Company aggregating Rs. 93,949,478(previous year: Rs. 93,949,478). Consequently management have not paid the said taxes to the authorities. No provision has been made by the Company in respect of such outstanding, as required by the accounting policy of the Company. However, as detailed in note 36, management believes that they have a strong case to collect the outstanding amount Had the Company made the provision, loss after tax and accumulated losses for the year ended 31st March, 2012 would have been higher by Rs. 93,949,478 (previous year: Rs 93,949,478);

i) In our opinion, and to the best of our information and according to the explanations given to us, subject to adjustments, if any, which may arise from the matters referred to in (f), (g) and (h) above, the said accounts give the information required by the Act, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

i) in the case of the balance sheet, of the state of affairs of the Company as at 31st March, 2012;

ii) in the case of the statement of profit and loss, of the loss of the Company for the year ended on that date; and

iii) in the case of the cash flow statement, of the cash flows of the Company for the year ended on that date.

Annexure to the Auditors' Report - 31 March 2012

(Referred to in our report of even date)

(i) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.

(b) The Company has a regular programme of physical verification of its fixed assets by which all fixed assets are verified in a phased manner over a period of two years. In our opinion, this periodicity of physical verification is reasonable having regard to the size of the Company and the nature of its assets. In accordance with this programme, the Company has physically verified certain fixed assets during the year and that no material discrepancies were noticed on such verification.

(c) None of the fixed assets were disposed off during the year.

(ii) (a) The inventory of consumables, spares and stores, including stocks lying with third parties, have been physically verified by the management during the year. In our opinion, the frequency of such verification is reasonable.

(b) The procedures for the physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) The Company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and the book records were not material and these have been dealt with in the books of accounts.

(iii) (a) The Company has not granted any loans, secured or unsecured to companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956 ('the Act'). Accordingly, paragraphs 4(iii) (b), (c) and (d) of the Order are not applicable to the Company.

(b) The Company has taken unsecured loans from a company covered in the register maintained under Section 301 of the Act. The maximum amount outstanding during the year was Rs 80,540,973 and the year-end balance of such loans was Rs. 54,874,931.

(c) In our opinion, the rate of interest and other terms and conditions on which the loans have been taken from the aforesaid company covered in the register maintained under Section 301 of the Act are not, prima facie, prejudicial to the interests of the Company.

(d) Loans taken from the company covered in the register maintained under Section 301 of the Act do not have stipulations with regard to the repayment of principal and interest amounts. Accordingly, we are unable to comment on the regularity of repayment of principal and interest.

(iv) In our opinion and according to the information and explanations given to us, and having regard to the explanation that purchases of certain items of spares are for the Company's specialised requirements for which suitable alternative sources are not available to obtain comparable quotations, there is an adequate internal control system commensurate with the size of the Company and the nature of its business with regard to purchase of spares and fixed assets and with regard to the sale of services. We have not observed any major weakness in the internal control system during the course of the audit.

(v) (a) In our opinion and according to the information and explanations given to us, the particulars of contracts or arrangements referred to in Section 301 of the Act have been entered in the register required to be maintained under that section.

(b) In our opinion, and according to the information and explanations given to us, the transactions made in pursuance of contracts and arrangements referred to in (a) above and exceeding the value of Rs. 5 lakh, with any party during the year have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time, except for purchases of certain items of spares and for obtaining information technology services, which are of specialised nature that are required by the Company and for which suitable alternative sources are not available to obtain comparable quotations. However, on the basis of information and explanations provided, the same appear reasonable. Refer Clause (iii) with respect to loan taken from a company covered the register maintained in the Section 301 of the Act.

(vi) The Company has not accepted any deposits from the public.

(vii) In our opinion, the Company has an internal audit system commensurate with the size and nature of its business.

(viii) The Central Government has not prescribed the maintenance of cost records under Section 209(1)(d) of the Act for any of the services rendered by the Company.

(ix) (a) According to the information and explanations given to us and on the basis of our examination of the records of the Company, amounts deducted/accrued in the books of account in respect of undisputed statutory dues of Provident Fund, Employee State Insurance, Profession Tax, Wealth Tax, Cess, Custom Duty and any other material statutory dues have been regularly deposited during the year by the Company with the appropriate authorities. According to the information and explanations given to us and on the basis of our examination of the records of the Company, amounts deducted/accrued in the books of account in respect of undisputed statutory dues of Income Tax and Service Tax have not been regularly deposited during the year by the Company with the appropriate authorities and there has been serious delay in several cases. As explained to us, the Company did not have any dues on account of Excise Duty, Investor Education and Protection Fund and Sales Tax.

According to the information and explanations given to us, no undisputed amounts payable in respect of Provident Fund, Employees' State Insurance, Profession Tax, Wealth Tax, Cess, Custom Duty and other material statutory dues were in arrears as at 31 March 2012 for a period of more than six months from the date they became payable. The following undisputed dues of Income Tax and Service tax have not been deposited by the Company and were in arrears as at 31 March 2012 for a period of more than six months from the date they became payable:

Name of Statute Nature of dues Amount (Rs.)

Income tax Act 1961 Income tax - Principle 57,979,685 Interest 8,792,588



Name of Statute Period to which Due dates the amount relates

Income tax Act 1961 Various Various



Name of Statute Nature of dues Amount (Rs.)

Finance Act 1994 Service tax 257,535,936



Name of Statute Period to which Due date the amount relates

Finance Act 1994 Various Various

(b) According to the information and explanations given to us, there are no dues of Income Tax, Wealth Tax, Service Tax and Cess which have not been deposited with the appropriate authorities on account of any dispute. The following dues of Custom Duty have not been deposited by the Company on account of disputes:

Name of Statute Nature of dues Amount (Rs.)

Customs Act, 1962 Customs duty * 212,195,030

Penalty 50,000,000 (Appeals)

Finance Act 1994 Service tax 56,719,124

Penalty 221,285,269



Name of Statute Period to which Forum where dispute the amount relates is pending

Customs Act, 1962 2007-2008 CESTAT (Appeals)

2007-2008 CESTAT (Appeals)

Finance Act 1994 16.05.2008 to CESTAT (Appeals)

31.03.2011

16.05.2008 to CESTAT (Appeals)

31.03.2011

* includes amount aggregating Rs 53,826,044 paid as duty under protest during the year ended 31 March 2010

(x) The accumulated losses of the Company are more than fifty percent of its networth at the end of the financial year. The Company has no cash losses in the current year, however there were cash losses in the immediately preceding financial year. The accumulated losses and networth have been arrived at after considering the effect of the qualifications stated in paragraphs (f) and (h) of the Auditors' Report.

(xi) In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to its bankers or to any financial institutions. The Company did not have any outstanding debentures during the year.

(xii) The Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) In our opinion and according to the information and explanations given to us, the Company is not a chit fund or a nidhi/mutual benefit fund/society.

(xiv) According to the information and explanations given to us, the Company is not dealing or trading in shares, securities, debentures and other investments.

(xv) According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions.

(xvi) According to information and explanation given to us, term loan was applied for the purpose for which the loan was obtained during the year.

(xvii) According to the information and explanations given to us and on an overall examination of the balance sheet of the Company, we are of the opinion that short term working capital amounting to Rs. 1,544,079,183 (previous year: Rs. 771,687,460) has partly financed the additions to fixed assets during the year and the accumulated losses.

(xviii) The Company has not made any preferential allotment of shares to companies/firms/parties covered in the register maintained under Section 301 of the Act.

(xix) The Company did not have any outstanding debentures during the year.

(xx) The Company has not raised any money by way of public issue during the year.

(xxi) According to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the course of our audit.

For B S R & Co., Chartered Accountants Firm's Registration No: 101248W

Vijay Mathur Partner Membership No: 046476

Mumbai 14th August, 2012

 
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