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Directors Report of Global Vectra Helicorp Ltd.

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

 
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