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Directors Report of Global Vectra Helicorp Ltd.

Mar 31, 2016

DIRECTORS'' REPORT

The Directors are pleased to present the Eighteenth Annual Report of the Company and audited accounts of the Company for the year ended 31st March, 2016.

FINANCIAL PERFORMANCE

(INR in Lacs)

Particulars

Year ended 31st March, 2016

Year ended 31st March,2015

Service Income

35,701.63

34,463.85

Other Operating Income

36.59

217.51

Income from operations

35,738.22

34,681.36

Other Income

3,430.28

950.11

Total Income

39,168.50

35,631.47

Profit before interest, depreciation, amortisation of expenses, exceptional items and Tax

8,456.88

7,917.02

Less : Interest

1,506.58

1,670.86

Less : Depreciation (Net)

3,046.23

2,571.97

Profit for the year before Tax and Exceptional Item

3,904.07

3,674.19

Exceptional Items

-1,338.07

499.76

Profit for the year after exceptional items and before Tax

2,566.00

4,173.95

Less : Income Tax - Current Tax

118.71

243.28

- Deferred Tax

1,156.66

1,618.42

Profit after tax

1,290.63

2,312.26

OPERATION REVIEW:

During the year under review, your Company achieved Service Income of Rs. 35,701.63 Lakhs as compared to Rs. 34,463.85 Lakhs of previous Financial Year, an increase of 3.59%. Total Income of the Financial Year 2015-16 (including Operational and other Income) also increased to Rs. 39,168.50 Lakhs from Rs. 35,631.47 Lakhs, an increase of 9.93 % over the last Financial Year.

The EBIDTA has increased to Rs. 8,456.88 Lakhs (23.69% of the Service Income) from Rs. 7,917.02 Lacs (22.97% of the Service Income) of previous year, an increase of 6.82 % over the last Financial Year.

After considering Interest, Depreciation and Foreign Exchange (Loss)/Gain and an Exceptional Item, the Company has Profit Before Tax of Rs. 2,566.00 Lakhs for the current year as against Profit of Rs. 4,173.95 Lakhs in the previous year. The net Profit after tax was Rs. 1,290.63 Lakhs for the current year as against Profit of Rs. 2,312.26 Lakhs in the previous year.

DIVIDEND:

In order to conserve resources for future growth and expansion projects of the Company, the Board of Directors has not recommended any dividend for the Financial Year 2015-2016. The Company has received a communication from the holder of the Non Convertible Cumulative Redeemable Preference Shareholder that they have waived off the cumulative preference share dividends of the current year and for the previous years, no provision has been made for the preference dividend, nor has this amount been shown under contingent liabilities.

AMOUNT PROPOSED TO BE CARRIED TO RESERVES

The company proposes to carry Rs. 7, 84,91,252/- to reserves. DIRECTORS

In accordance with the provisions of the Companies Act, 2013, Lt. Gen. (Retd.) SJS Saighal retires by rotation in the forthcoming Annual General Meeting and being eligible offer himself for re-appointment.

The Board of Directors consists of the Chairman and Three independent Directors. The Board of Directors of the Company duly constituted with proper balance of Executive Director and Independent Directors except for appointment of women director to be appointed as per section 149(1) of the Companies Act, 2013 and Regulation 17(1)(a) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Company is awaiting approval from the Ministry of Home Affairs through the Ministry of Civil Aviation for appointment of Women Director. The management believes that Company will get the security clearance from the Ministry of Home Affairs through the Ministry of Civil Aviation

The independent directors have submitted their disclosure to the Board that they fulfill all the requirements as to qualify for their appointment as an Independent Director under the provisions of section 149 of the Companies Act, 2013 and Regulation 25 and other applicable regulations of Securities And Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulation 2015. The Board confirms that the said independent directors meet the criteria as laid down under the Companies Act, 2013 and Regulation 25 (3) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015. The independent Directors had a separate meeting on 11th February, 2016. DIRECTORS RESPONSIBILITY STATEMENT Pursuant to the requirement under section 134(3)(c) of the Companies Act, 2013, with respect to the Directors'' responsibility statement, it is hereby confirmed that:

a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with the proper explanation relating to material departures;

b) The directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

c) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d) The directors had prepared the annual accounts on a going concern basis; and

e) The directors, had laid down internal financial controls to be followed by the company and that such internal financials controls are adequate and were operating effectively.

f) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Based on the framework of internal financial controls and compliance systems established and maintained by the

Company, work performed by the internal, statutory and secretarial auditors and external consultants, including audit of internal financial controls over financial reporting by the statutory auditors, and the reviews performed by management and the relevant board committees, including the audit committee, the board is of the opinion that the Company''s internal financial controls were adequate and effective during FY 2015-16. POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION AND OTHER DETAILS

The Company''s policy on directors'' appointment and remuneration and other matters provided in Section 178 (3) of the Act has been disclosed in the directors'' report and corporate governance report, which forms part of the directors'' report. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES The information required under Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part of the Directors'' Report and have not been attached. However in terms of the first proviso to Section 136 (1) the particulars referred above are available for inspection at our office during the business hours on working days, upto the date of ensuing Annual General Meeting. Any shareholder interested in obtaining a copy of the same may write to Company Secretary. Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in the Annual Report as per Annexure A.

MEETING OF THE BOARD

Four meetings of the Board of Directors were held during the year. For Further details please refer report on Corporate Governance on page no. 25 of this Annual Report. MANAGEMENT DISCUSSION AND ANALYSIS REPORT Management Discussion and Analysis Report, as required under the Listing Agreements with the Stock Exchanges, is enclosed as Annexure B.

EXTRACT OF THE ANNUAL RETURN

The abstract of the Annual Return for the year ended 31st March, 2016 pursuant to section 92 (3) of the Companies Act, 2013 and Rule 12 (1) of the Companies (Management and Administration) Rules, 2014 as per format prescribed in MGT-9 of the Companies Act, 2013 is attached to the Directors Report. BOARD EVALUATION

The board of directors has carried out an annual evaluation of its own performance, Board Committee and individual directors pursuant to the provisions of the Act and corporate governance requirements as prescribed by Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of the criteria such as the Board composition and structure, effectiveness of board process, information and functioning etc. .

The performance of the committee was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committee, effectiveness of committee meeting etc.

The Board and the Nomination and Remuneration Committee ("NRC") reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the Board and committee meetings like preparedness on the issue to be discussed, meaningful and constructive contribution and inputs in meeting etc. In addition, the Chairman was also evaluated on the key aspects of his role. In a separate meeting of Independent Directors, performance of the Chairman was evaluated, taking into the views of nonexecutive directors. The same was discussed in the board meeting that followed the meeting of the independent directors, at which the performance of the Board, its committees and individual director was also discussed.

LOANS, GUARANEES OR INVESTMENTS

During the year Company has not given any loans, investment made or guarantee or security provided pursuant to requirements of Section 134 (3) (g) and 186 (4) of the Companies Act, 2013.

CONTRACTS OR ARRANGEMENTS WITH RELATED

PARTIES.

All contracts / arrangements / transactions entered by the Company during the financial year with the related parties were in the ordinary course of business and on an arm''s length basis. All related party transactions attracting compliance under Section 188 and/or Regulation 25 and other applicable regulations of Securities And Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015 are placed before the Audit Committee as also before the Board for approval. Prior omnibus approval of the Audit Committee is also sought for transaction which are of a foreseen and repetitive nature. There are no materially significant related party transactions made by the Company which may have a potential conflict with the interest of the Company at large. Accordingly, the disclosure of Related Party Transactions as required under section 134(3)(h) of the Companies Act, 2013 in Form AOC2 is not applicable.

The policy on materiality of related party transactions and dealing with related party transactions as approved by the Board.

Your Directors draw attention of the members to Note 30 to the financial statement which sets out related party disclosure.

RISK MANAGEMENT POLICY OBJECTIVE & PURPOSE OF POLICY

The main objective of this policy is to ensure sustainable business growth with stability and to promote a pro-active approach in reporting, evaluating and resolving risks associated with the business. In order to achieve the key objective, the policy establishes a structured and disciplined approach to Risk Management, in order to guide decisions on risk related issues. The specific objectives of the Risk Management Policy are:

1. To ensure that all the current and future material risk exposures of the company are identified, assessed, quantified, appropriately mitigated, minimized and managed i.e. to ensure adequate systems for risk management.

2. To establish a framework for the company''s risk management process and to ensure its implementation.

3. To enable compliance with appropriate regulations, wherever applicable, through the adoption of best practices.

4. To assure business growth with financial stability AUDITORS

Pursuant to the provision of the Section 139 of the Act and the rules framed there under, M/s. B S R & Co. LLP, Chartered

Accountants, were appointed as statutory auditors of the Company from the conclusion of the sixteenth annual general meeting (AGM) of the Company held on September 26, 2014 till the conclusion of the nineteenth annual general meeting (AGM) of the Company to be held in the year 2017, subject to ratification of their appointment at ensuing AGM.

The auditors'' report does not contain any qualification, reservation or adverse remarks.

SECRETARIAL AUDITORS''S REPORT

Pursuant to the provisions of the Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, M/s. Martinho Ferrao & Associates, Company Secretaries was appointed to undertake the Secretarial Audit. The Report of the Secretarial Audit for the year ended 31st March, 2016 is attached to the Directors'' Report. The Secretarial auditors'' report does contain remarks on non appointment of women directors and on amount not spent on Corporate Social Responsibility. The management believes that Company will get the security clearance from the Ministry of Civil Aviation regarding appointment of women director and Company will identify suitable partner for CSR purpose..

CORPORATE SOCIAL RESPONSIBILITY

The Corporate Social Responsibility Committee has formulated and recommended to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, which has been approved by the Board. The CSR Policy is available on the website of the Company. The Company would also undertake other need based initiatives in compliance with Schedule VII of the act. The Annual Report on CSR activities in enclosed as Annexure C. During the financial year the Company has not spend the required amount on CSR as Company is not able to identify any suitable partner for this purpose.

CONSERVATION OF ENERGY

Pursuant to Section 134 (3) (m) of the Companies Act, 2013 read with Rule 8 (3) of the Companies (Accounts) Rules, 2014, details on conservation of energy and related issues is provided hereunder

(i) The steps taken for conservation of energy or impact on conservation of energy are given as under:-Improvisation and continuous monitoring of power factor and replacement of weak capacitors by conducting periodical checking of capacitors.

(ii) The steps taken by the company for utilizing alternative sources of energy are given as under:-

Alternative energy sources like Gas and Steam have been used in place for electricity

CORPORATE GOVERNANCE

Your Company has complied with the provisions of Corporate Governance as stipulated in Regulation 27 and other applicable Regulations of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 except for appointment of woman director to be appointed as per section 149(1) of the Companies Act 2013 and Regulation 17(1)(a) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The management believes that Company will get the security clearance from the Ministry of Home Affairs through the Ministry of Civil Aviation regarding appointment of women director. A Certificate from the Practicing Company Secretary regarding compliance of Corporate Governance as stipulated in Regulation 27 and other applicable Regulations of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms a part of this Annual Report.

SIGNIFICIANT AND MATERIAL ORDERS

There are no material changes and commitments affecting our financial position between the end of the financial years to which this financial statement relate and the date of this report.

INTERNAL FINANCIAL CONTROL

The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures.

The details in respect of internal financial control and their adequacy are included in the management discussion & analysis, which forms part of this report.

WHISTLE BLOWER POLICY/VIGIL MECHANISM

The Company has a whistle blower policy /vigil mechanism to deal with instances of fraud and mismanagement, if any. The vigil mechanism policy is uploaded on the website of the Company.

SEXUAL HARASSMENT

During the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace, (Prevention, Prohibition and Redressal) Act, 2013 FOREIGN EXCHANGE EARNING AND OUTGO The Company earned Rs. 2,476,726,890/- (previous year Rs. 2,268,866,109/-) in foreign exchange during the year. The foreign exchange outgoes amount to Rs. 1,321,594,142/-(previous year Rs. 1,118,604,464/-)

FIXED DEPOSITS

Your Company has not accepted any deposits from the public under Chapter V of the Companies Act, 2013.

INSURANCE

The Helicopters fleet and insurable interest of your Company like Building, Hangar, Plant and Machinery, Furniture and Fixture, Stocks, Computers, Vehicles etc., are properly insured. ACKNOWLEDGEMENTS

Your Directors thank the Company''s clients, vendors, investors and bankers for their continued support during the year. Your Directors place on record their appreciation of the contribution made by employees at all levels. Your Company''s consistent growth was made possible by their hard work, solidarity and support. Your directors also thank the Governments of Andhra Pradesh, Arunachal Pradesh, Delhi, Gujarat, Maharashtra, Nagaland, Orissa, and Pondicherry for the patronage extended to your Company in mobilizing various forward bases. Your Directors look forward to their continued support in the future.

For and on behalf of the Board

Lt. Gen. (Retd.) SJS Saighal Dr. Gautam Sen

Chairman Independent Director

Date:- 25th May, 2016

Place:- Mumbai


Mar 31, 2014

Dear Shareholders,

The Directors are pleased to present the Sixteenth Annual Report of the Company and audited accounts of the Company for the year ended 31st March, 2014.

FINANCIAL PERFORMANCE (INR in Lacs) Particulars Year ended Year ended 31st March, 2014 31st March, 2013

Service Income 33,012.57 24,799.11

Other Operating Income 142.34 198.38

Income from operations 33,154.91 24,997.49

Other Income 507.41 516.85

Total Income 33,662.32 25,514.34

Profit before interest, depreciation, amortisation of expenses and Tax 5,933.65 3,799.97

Less : Interest 2,120.74 2,769.25

Less : Depreciation (Net) 2,923.61 3,038.45

Profit / (Loss) for the year before Tax and Exceptional Item 889.30 -2,007.73

Exceptional Item 0 2,693.04

Profit for the year after exceptional item and before Tax 889.30 685.31

Less : Income Tax - Deferred Tax 340.15 0.00

Profit after tax 549.15 685.31

OPERATION REVIEW:

During the year under review, your Company achieved Service Income of Rs. 33,012.57 Lacs as compared to Rs. 24,799.11 Lacs of previous Financial Year, an increase of 33.12%. Total Income of the Financial Year 2013-14 (including Operational and other Income) also increased to Rs. 33,662.32 Lacs from Rs. 25,514.34 Lacs, an increase of 31.93 % over the last Financial Year.

The EBIDATA has increased to Rs. 5,933.65 Lacs (18% of the Service Income) from Rs. 3,799.97 Lacs (15% of the Service Income) of previous year, an increase of 56 % over the last Financial Year.

After considering Interest, Depreciation and Foreign Exchange (Loss) / Gain and an Exceptional Item, the Company has Profit Before Tax of Rs. 889.30 Lacs for the current year as against Profit of Rs. 685.31 Lacs in the previous year. The net Profit after tax was Rs. 549.15 Lacs for the current year as against Profit of Rs. 685.31 Lacs.

DIVIDEND:

In order to conserve resources for future growth and expansion projects of the Company, the Board of Directors has not recommended any dividend for the Financial Year 2013-2014.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956, Lt. Gen. (Retd.) SJS Saighal retires by rotation in the forthcoming Annual General Meeting and being eligible offer himself for re-appointment.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 217(2AA) of the Companies Act, 1956, the Board hereby certifies and confirms that:

1) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explana- tion relating to material departures;

2) the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affair of your Company at the end of the financial year and of the profit of your Company for the year under review;

3) the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

4) the directors have prepared the annual accounts on a going concern basis.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report, as required under the Listing Agreements with the Stock Exchanges, is enclosed at Annexure-A.

PARTICULARS OF EMPLOYEES

Information as per Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 forms part of this Report. As per provisions of Section 219 (1) (b) (iv) of the Companies Act, 1956, the Report and Accounts, excluding the statement of particulars of the employee under Section 217(2A) of the Companies Act, 1956. Any shareholder interested in obtaining a copy of the statement may write to the Company Secretary at the Registered Office of the Company.

AUDITORS

M/s. B S R & Co. LLP, Chartered Accountants, retires as auditors of the Company and has given their consent for re- appointment. The Shareholders will be required to elect auditors for the current year and fix their remuneration.

As required under the provisions of Section 224 of the Companies Act, 1956, the Company has obtained a written certificate from the above auditors proposed to be re-appointed to the effect that their re-appointment, if made, would be in conformity with the limits specified in the said Section.

The observations of the Auditors in their report read with the relevant to accounts are self explanatory and further explanation has been given under Remarks of the Auditors.

FIXED DEPOSITS

Your Company has not accepted any deposits from the public under section 58A of the Companies Act, 1956.

INSURANCE

The Helicopters fleet and insurable interest of your Company like Building, Hanger. Plant and Machinery, Furniture and Fixture, Stocks, Computers, Vehicles etc., are properly insured.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

In view of the nature of activities which are being carried out by the Company, Rules 2A and 2B of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, concerning conservation of energy and technology absorption respectively are not applicable to the Company.

FOREIGN EXCHANGE EARNING AND OUTGO

The Company earned Rs. 2,118,223,606/- (previous year Rs. 1,631,039,755/-) in foreign exchange during the year. The foreign exchange outgoes amount to Rs. 1,203,396,730/- (previous year Rs. 898,129,364/-)

CORPORATE GOVERNANCE

Your Company has complied with the provisions of Clause 49 of the Listing Agreement. A Certificate from the Practicing Company Secretary regarding compliance of Corporate Governance as stipulated in Clause 49 of the Listing Agreement forms a part of this Annual Report.

REMARKS OF THE AUDITORS

Reference is drawn to Clause no.(6) of the Auditors'' Report and note no. 34 to the Company''s statements, 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. 2621.95 Lakhs. No provision has been made by the Company for the same nor the interest due thereon as at 31st March, 2014. The Management believes that the Company is in compliance with the relevant customs and other regulatory guidelines in this respect and the matter is being contested by the Company with the appropriate authorities and that the demand will be set aside by a higher appellate authority.

Reference is drawn to Clause no.(7) of the Auditors'' Report and note no 37 to the Company''s statement, certain customers have disputed taxes levied by the Company aggregating Rs. 904.25 Lakhs (previous year: Rs. 904.25 Lakhs). Consequently management have not paid the said taxes to the authorities. No provision has been made by the Company in respect of the outstanding. The Management believes that they have strong case to collect the outstanding amount.

ACKNOWLEDGEMENTS

Your Directors thank the Company''s clients, vendors, investors and bankers for their continued support during the year. Your Directors place on record their appreciation of the contribution made by employees at all levels. Your Company''s consistent growth was made possible by their hard work, solidarity and support. Your directors also thank the Governments of Andhra Pradesh, Arunachal Pradesh, Delhi, Gujarat, Maharashtra, Nagaland, Orissa, and Pondicherry for the patronage extended to your Company in mobilising various forward bases. Your Directors look forward to their continued support in the future.

For and on behalf of the Board Lt. Gen. (Retd.) SJS Saighal Chairman

Mr. P. Raj Kumar Menon Whole-Time Director

Date:- 30th May, 2014 Place:- Mumbai


Mar 31, 2013

The Directors take pleasure in presenting the Fifteenth Annual Report of the Company and audited accounts of the Company for the year ended 31s1 March, 2013.

FINANCIAL PERFORMANCE

(Rs. in Lacs)

Particulars Year ended 31st Year ended 31st March, 2013 March, 2012

Service Income 24799.11 27534.29

Other Operating Income 198.38 345.29

lncome from operations 24997.49 27879.58

Other lncome 516.85 509.38

Total Income 25514.34 28388.96

Profit before interest, dsreciation, amortisation of expenses and Tax 3799.97 4225.07

Less :Interest 2769.25 4050.36

Less : Depreciation(Net) 3038.45 2590.55

(Loss) for the year before exceptional item and Tax -2007.73 -2415.84

Exceptional item 2693.04 0 Profit/(Loss) for the year after exceptional item and before Tax 685.31 -2415.84

Less: Provision for taxatin 0.00 0.00

Profit/(Loss) after tax 685.31 -2415.84



OPERATION REVIEW:

During the year under revw, your Company achieved Service Income of Rs. 24799.11 Lacs as compared to Rs. 27534.29 Lacs of previous Financial Year, a eduction of 9.93%. Total Income of the Financial Year 2012-13 (including Operational and other Income) also reduced to Rs. 25514.3<.acs from Rs. 28388.96 Lacs, a decrease of 10.13 % over the last Financial Year.

The EBIDTA was Rs. 3799.9Lacs for current year (15.32% of the Service Income) as against of Rs. 4225.07 Lacs in the previous year.

(15.34% of the Service Incoe).

After considering Interest, Cpreciation and Foreign Exchange (Loss) / Gain and Extra-ordinary Item, the Company has Profit Before

Tax of Rs. 685.31 Lacs for thejrrent year as against Loss of Rs. 2415.84 Lacs in the previous year. The net Profit after tax was Rs. 685.31 Lacs for the current year asgainst Loss of Rs. 2415.84 Lacs.

The reason of loss of reveie and consequential loss for the quarter ended 30th June, 2012, and its effect on annual result is explained below:-

The Director General of Ci''Aviation (DGCA) vide its order dated 7lh May 2012, suspended the Company''s Non-Scheduled Operator''s Permit (NSOP).

The Company filed a Writ Peon with the single-judge bench of the Delhi High Court against the order of DGCA. Delhi High Court vide its judgment dated 11lh Je 2012, granted an interim relief to the Company and stayed the operation of the above mentioned order. Consequently, DGCA v. its order dated 20th June 2012, stayed itsOrder of 7m May 2012, accordingly, the Company resumed its operations of flying aircraffiThe Company''s Operations remained suspended from 8,h May 2012, to 20th June 2012, which has severely affected the company operation for the year ended 31st March, 2013. For the quarter ended 30th June, 2012, Company has made loss due to above amouiig to Rs. 3883.80 Lacs.

On 19th September 2012, the D»A has filed an appeal which is pending before the divisional bench of the Delhi High Court seeking the interim order passed by thingle-judge bench to be set aside. Currently, the Company''s Non-Scheduled Operator''s Permit (NSOP) has been renewed andsubject to the outcome of the above court matter.

The Management believes that iCompany is in compliance with relevant DGCA and other applicable Regulations and continues as a going concern.

DIVIDEND:

In order to conserve resources forire growth and expansion projects of the Company, the Board of Directors has not recommended any dividend for the Financial Yea)-|2-2013.

DIRECTORS

In accordance with the provisions tie Companies Act, 1956, Maj. Gen. (Retd.) Gurdial Singh Hundal retires by rotation in the forthcoming Annual General Meetirnc| being eligible offer himself for re-appointment.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 217(2AA) of the Companies Act, 1956, the Board hereby certifies and confirms that:

1) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

2) the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affair of your Company at the end of the financial year and of the profit of your Company for the year under review;

3) the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

4) the directors have prepared the annual accounts on a going concern basis.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report, as required under the Listing Agreements with the Stock Exchanges, is enclosed as Annexure-A.

PARTICULARS OF EMPLOYEES

Information as per Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 forms part of this Report. As per provisions of Section 219 (1) (b) (iv) of the Companies Act, 1956, the Report and Accounts, excluding the statement of particulars of the employee under Section 217(2A) of the Companies Act, 1956. Any shareholder interested in obtaining a copy of the statement may write to the Company Secretary at the Registered Office of the Company.

AUDITORS

M/s. B S R & Co., Chartered Accountants, retires as auditors of the Company and has given their consent for re-appointment. The Shareholders will be required to elect auditors for the current year and fix their remuneration.

As required under the provisions of Section 224 of the Companies Act, 1956, the Company has obtained a written certificate from the above auditors proposed to be re-appointed to the effect that their re-appointment, if made, would be in conformity with the limits specified in the said Section.

The observations of the Auditors in their report read with the relevant to accounts are self explanatory and further explanation has been given under Remarks of the Auditors.

FIXED DEPOSITS

Your Company has not accepted any deposits from the public under section 58A of the Companies Act, 1956.

INSURANCE

The Helicopters fleet and insurable interest of your Company like Building, Hanger. Plant and Machinery, Furniture and Fixture, Stocks, Computers, Vehicles etc., are properly insured.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

In view of the nature of activities which are being carried out by the Company, Rules 2A and 2B of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, concerning conservation of energy and technology absorption respectively are not applicable to the Company.

FOREIGN EXCHANGE EARNING AND OUTGO

The Company earned Rs. 1,631,039,755/- (previous year Rs. 1,562,072,187/-) in foreign exchange during the year. The foreign exchange outgoes amount to Rs. 891,312 527/- (previous year X 968,289,387/-)

CORPORATE GOVERNANCE

Your Company has complied with the provisions of Clause 49 of the Listing Agreement. A Certificate from the Practising Company Secretary regarding compliance of Corporate Governance as stipulated in Clause 49 of the Listing Agreement forms a part of this Annual Report.

REMARKS OF THE AUDITORS

Reference is drawn to Clause no. (t) of the Auditors'' Report and schedule 35 to the financial stttements. In this regard, Board informs that Company has already filed a application with Central Government for approval anithe waiver of the excess remuneration to Whole-time Directors of the Company. Reference is drawn to Clause no.(7) of the Auditors'' Report and schedule 34 of the financial statemeits''; Company has received an order from the Office of the (orhmissioner of Customs (Preventive) confirming the demad for differential duty of customs alongwith penalty aggregtingj 2621.95 Lakhs. No provision has been made by the Ccnpany for the same nor the interest due thereon as at 31s'' Math, 2013. The Management believes that the Company is in ompliance with the relevant customs and other regulatory guicfines in this respect and the matter is being contested by the Cmpany with the appropriate authorities.

Reference is drawn to Clause n(8) of the Auditors'' Report and schedule 38 to the financial atements, certain customers have disputed taxes levied bythe Company aggregating 1904.25 Laj
ACKNOWLEDGEMENTS

Your Directors thank the Compy''s clients, vendors, investors and bankers for their continuesupport during the year. Your Directors place on record theiippreciation of the contribution made by employees at all lev}. Your Company''s consistent growth was made possible btneir hard work, solidarity and support. Your directors also tnk the Governments of Andhra Pradesh, Arunachal Pradef Delhi, Gujarat, Maharashtra, Nagaland, Orissa, and Ponderry for the patronage extended to your Company in mobilig various forward bases. Your Directors look forward to the continued support in the future.



For and on behalf of the Board

Lt. Gen. (Retd.) SJS Saighal

Chairman



Mr. P. Raj Kumar Menon

Whole-Time Director

Date:-28,h May, 2013

Place:- Mumbai


Mar 31, 2010

The Directors take pleasure in presenting the Twelve Annual Report of the Company and audited accounts of the Company for the year ended 31 March, 2010.

FINANCIAL PERFORMANCE

(Rupees in Lacs)

Particulars Year ended Year ended

31 March, 2010 31 March, 2009

Service Income 24473.49 23335.45

Other Operating Income 108.42 152.46

Other Income 1588.91 252.88

Gross Income from operations 26170.82 23740.79

Profit before interest,

depreciation, amortisation

of expenses,

exceptional items and Tax 7016.50 4199.01

Less : Interest 3847.03 5604.89

Less : Revaluation loss on

Helicopters 0.00 268.91

Less : Impairment loss on

Helicopters 0.00 1759.04

Less : Depreciation ( Net ) 3666.63 2948.95

(Loss) for the year before

extraordinary items and before Tax -497.16 -6382.78

Add :- Extraordinary Item -

Liabilities written back 1169.43 0.00

Profit/(Loss) for the year after

extraordinary items and before Tax 672.27 -6382.78

Less : Provision for taxation -77.03 -761.04

Profit /(Loss) after tax 749.30 -5621.74

Balance of Profit/(Loss)

for earlier years -5621.74 1439.06

Add:-Effect of changes in exchange

rates Accounting Standard 11 0.00 -1439.06

Balance carried forward to

Balance Sheet -4872.44 -5621.74



OPERATION REVIEW:

During the year under review, your Company achieved Service Income of Rs. 24473.49 Lacs as compared to 23335.45 Lacs of previous Financial Year, a growth of 4.87 %.Total Income of the Financial Year 2009-10 (including Operational and other Income) also increased to Rs. 26170.82 Lacs from Rs. 23740.79 Lacs, an increase of 10.24 % over last Financial Year.

After considering Interest, Depreciation, Foreign Exchange (Loss) / Gain and Extra-ordinary items, the Company has Profit Before Tax of Rs. 672.27 Lacs for the current year as against Loss of Rs. 6382.78 Lacs in the previous year. After making provision for tax, the net Profit was Rs. 749.30 for the current year as against Loss of Rs. 5621.74.

DIVIDEND:

In order to conserve resources for future growth and expansion projects of the Company, the directors have not recommended any dividend for the Financial Year 2009-2010.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956, Mr. Ravinder Kumar Rishi and Mr. P. Raj Kumar Menon by rotation in the forthcoming Annual General Meeting. Both of them, being eligible offer themselves for re-appointment.

Captain Dhirendra Kumar Chand resigned as Director of the Company w.e.f. 30 January, 2010.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 217(2AA) of the Companies Act, 1956, the Board hereby certifies and confirm that:

1) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

2) the directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affair of your Company at the end of the financial year and of the profit of your Company for the year under review;

3) the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

4) the directors have prepared the annual accounts on a going concern basis.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report, as required under the Listing Agreements with the Stock Exchanges, is enclosed at Annexure-A.

PARTICULARS OF EMPLOYEES

Information as per Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 forms part of this Report. As per provisions of Section 219 (1)(b)(iv) of the Companies Act, 1956, the Report and Accounts , excluding the statement of particulars of the employee under Section 217(2A) of the Companies Act, 1956. Any shareholder interested in obtaining a copy of the statement may write to the Company Secretary at the Registered Office of the Company.

AUDITORS

M/s. B S R & Co., Chartered Accountants, retire as auditors of the Company and have given their consent for re-appointment. The Shareholders will be required to elect auditors for the current year and fix their remuneration.

As required under the provisions of Section 224 of the Companies Act, 1956, the Company has obtained a written certificate from the above auditors proposed to be re- appointed to the effect that their re-appointment, if made, would be in conformity with the limits specified in the said Section.

The observations of the Auditors in their report read with the relevant to accounts are self explanatory and further explanation has been given under Remarks of the Auditors.

FIXED DEPOSITS

Your Company has not accepted any deposits from the public under section 58A of the Companies Act, 1956.

INSURANCE

The Helicopters fleet and insurable interest of your Company like Building, Hanger, plant and Machinery, Furniture and Fixture, Stocks, Computers, Vehicles etc., are properly insured.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

In view of the nature of activities which are being carried out by the Company, Rules 2A and 2B of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, concerning conservation of energy and technology absorption respectively are not applicable to the Company.

FOREIGN EXCHANGE EARNING AND OUTGO

The Company earned Rs. 1,373,328,412/- (previous year Rs. 1,432,544,927/-) in foreign exchange during the year. The foreign exchange outgoes amount to Rs. 789,945,674/- (previous year Rs. 817,271,686/-)

CORPORATE GOVERNANCE

Your Company has complied with the provisions of Clause 49 of the Listing Agreement. A Certificate from the Practising Company Secretary regarding compliance of Corporate Governance as stipulated in Clause 49 of the Listing Agreement forms a part of this Annual Report.

REMARKS OF THE AUDITORS

Reference is drawn to Clause no.(e) of the Auditors’ Report and schedule 31 of the financial statements, Company has received an order from the Office of the Commissioner of Customs (Preventive) confirming the demand for differential duty of customs alongwith penalty aggregating Rs 262,195,030. No provision has been made by the Company for the same nor the interest due thereon as at 31st March, 2010. The Management believes that the Company is in compliance with the relevant customs and other regulatory guidelines in this respect and the matter is being contested by the Company with the appropriate authorities.

Reference is drawn to Clause no.(f) of the Auditors’ Report and schedule 32 to the financial statements. In this regard, Board informs that Company has already filed a application with Central Government for the waiver of the excess remuneration to Whole-time Directors and Chief Executive Officer of the Company and permission of the Central Government is awaited.

Reference is drawn to Clause no.(g) of the Auditors’ Report and schedule 33 to the financial statements, certain customers have disputed taxes levied by the Company aggregating Rs. 84,503,378. Consequently management have not paid the said taxes to the authorities. No provision has been made by the Company in respect of the outstanding. The Management believes that they have strong case to collect the outstanding amount.

Reference is drawn to Clause no.(h) of the Auditors’ Report and schedule 30 to the financial statements. In this regards Board informs that pursuant to the completion of conciliation proceeding with the customer during the year ended 31st March, 2010 an amount aggregating Rs. 157,248,803 has been written off/adjusted.

ACKNOWLEDGEMENTS

Your Directors thank the Company’s clients, vendors, investors and bankers for their continued support during the year. Your Directors place on record their appreciation of the contribution made by employees at all levels. Your Company’s consistent growth was made possible by their hard work, solidarity and support. Your directors also thank the Governments of Andhra Pradesh, Arunachal Pradesh, Delhi, Gujarat, Maharashtra, Nagaland, Orissa, and Pondicherry for the patronage extended to your Company in mobilising various forward bases. Your Directors look forward to their continued support in the future.

For and on behalf of the Board

Lt. Gen. (Retd.) SJS Saighal

Chairman

Mr. P. Rajkumar Menon

Whole-Time Director

Place: Mumbai

Date: 27th May, 2010

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