Mar 31, 2018
Report on the Ind AS Financial Statements
We have audited the accompanying Ind AS Financial Statements of GLOBAL VECTRA HELICORP LIMITED (âthe Companyâ), which comprise the Balance Sheet as at March 31, 2018, the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Changes in Equity and the Statement of Cash Flows for the year then ended and a summary of significant accounting policies and other explanatory information (hereinafter referred to as âthe Ind AS Financial Statementsâ).
Management''s Responsibility for the Ind AS Financial Statements
The Company''s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (âthe Actâ) with respect to the preparation of these Ind AS Financial Statements that give a true and fair view of the financial position, financial performance including other comprehensive income, changes in equity and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) prescribed under Section 133 of the Act, read with relevant rules issued thereunder.
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 Ind AS 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 Ind AS 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 thereunder.
We conducted our audit of the Ind AS Financial Statements in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the Ind AS Financial Statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the Ind AS Financial Statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the Ind AS 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 Ind AS Financial Statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the 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 Ind AS 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 Ind AS Financial Statements.
Basis for Qualified Opinion
As detailed in Note no. 41 to the Ind AS Financial Statements, a customer has disputed service tax levied by the Company on reimbursement of expenses aggregating to Rs. 252.37 Lakhs (service tax liability Rs. 238.52 Lakhs upto June 30, 2017 and GST liability Rs. 13.85 Lakhs from July 2017 onwards). No provision has been made by the Company in respect of such outstanding as required by the accounting policies of the Company. However, Management believes that the Company has a strong case to collect the outstanding amounts. In the absence of a balance confirmation or other evidence, we are unable to comment on the recoverability of these amounts. Had the Company made the provision, the loss for the year would have been higher by Rs. 252.37 Lakhs and Trade Receivables as at that date would have been lower by Rs. 252.37 Lakhs.
Qualified Opinion
In our opinion and to the best of our information and according to the explanations given to us, except for the effects of the matter described in the Basis for Qualified Opinion paragraph above, the aforesaid Ind AS 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, including the Ind AS, of the financial position of the Company as at March 31, 2018 and its financial performance including other comprehensive income, the changes in equity and its cash flows for the period ended on that date.
Emphasis of Matters
a. We draw attention to Note no. 39 to the Ind AS Financial Statements, in respect of the order received from the Office of the Commissioner of Customs (Preventive) confirming the demand for differential duty of customs along with penalty aggregating to Rs. 2,621.95 lakhs. No provision has been made by the Company for the same nor the interest due thereon as at March 31, 2018, as the Management believes, based on a decision in the previous year from Customs Excise and Service Tax Appellate Tribunal (CEST AT), West Zonal Bench, in favour 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.
b. As detailed in Note no. 36 to the abovementioned Statement, the charges for license fees on land levied by the Airports Authority of India (AAI) have been revised with effect from October 2014. The total amount claimed by AAI up to March 31, 2018, aggregates to Rs. 2,349.83 lakhs against which the Company has paid under protest an amount aggregating to Rs. 1,174.10 lakhs up to March 31, 2018. The Company believes that these demands are not reasonable and has consequently requested for arbitration and conciliation and has provided for differential revised charges to the extent of Rs. 1,175.73 lakhs based on Management''s estimate subject to outcome of arbitration proceedings.
Our opinion is not modified in this regard.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditor''s Report) Order, 2016, (âthe Orderâ), issued by the Central Government of India in terms of Section 143(11) of the Companies Act, 2013, we give in the âAnnexure Aâ, a statement on the matters specified in paragraphs 3 and 4 of the said 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) Except for the effects of the matter described in the Basis of qualified opinion paragraph above, 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 (including Other Comprehensive Income), the Statement of Changes in Equity and the Statement of Cash Flows dealt with by this Report are in agreement with the books of account.
d) In our opinion, except for the effects of matter described above, the aforesaid Ind AS Financial Statements comply with the Indian Accounting Standards (Ind AS) prescribed under Section 133 of the Act, read with relevant rules issued thereunder.
e) On the basis of the written representations received from the Directors of the Company as on March 31, 2018 and taken on record by the Board of Directors, none of the Directors of the Company is disqualified as on March 31, 2018, from being appointed as a Director in terms of Section 164(2) of the Act.
f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in âAnnexure Bâ.
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 Ind AS Financial Statements. Refer Note No. 36 and 39 to the Ind AS Financial Statements.
ii) The Company has made provision, as required under the applicable laws or Accounting Standards for material foreseeable losses, if any, on long term contracts including derivative contracts. Refer Note No. 20, 26 and 51 to the Ind AS Financial Statements.
iii) There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company.
The Annexure referred to in paragraph 1 ''Report on Other Legal and Regulatory Requirements'' in our Independent Auditor''s Report to the members of the Company on the Ind AS Financial Statements for the year ended March 31, 2018:
Statement on Matters specified in paragraphs 3 and 4 of the Companies (Auditorâs Report) Order, 2016:
1. Fixed Assets:
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. However, the process of physical verification needs to be formally documented. 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) According to the information and explanations given to us and on the basis of the records examined by us, the title deeds of immovable properties are held in the name of the Company.
2. We have been informed that the Management has conducted physical verification of inventory at reasonable intervals. However, the process of physical verification needs to be formally documented. No material discrepancies were noticed on such verification.
3. During the year, the Company has not granted any loans, secured or unsecured to companies, firms, LLP or other parties covered in the register maintained under Section 189 of the Companies Act, 2013. Therefore, the provisions of sub-clauses (a), (b) and (c) of paragraph 3 (iii) of the Order are not applicable.
4. According to the information and explanations given to us, the Company has not advanced any loans or given guarantee or provided any security to parties covered under section 185 of the Companies Act, 2013.
5. In our opinion and according to the information and explanations given to us, the Company has not accepted any deposits from the public within the meaning of Sections 73 to 76, or any other relevant provisions of the Companies Act, 2013 and the rules framed thereunder.
6. According to the information and explanations given to us, the Central Government has not prescribed maintenance of cost records under sub section (1) of section 148 of the Companies Act, 2013, in respect of any of the activities of the Company.
7. Statutory Dues:
a) According to the information and explanations given to us and on the basis of the records examined by us, the Company is generally regular in depositing undisputed statutory dues, including dues pertaining to Investor Education and Protection Fund, Provident Fund, Employees'' State Insurance, Income-tax, Goods and Service Tax, Sales-tax, Service Tax, Duty of Customs, Duty of Excise, Value added tax, Cess and any other statutory dues with the appropriate authorities wherever applicable except few cases where there have been slight delays. We have been informed that there are no undisputed dues which have remained outstanding as at the last day of the financial year, for a period of more than six months from the date they became payable except:
Name of the Statute |
Nature of Dues |
Amount (Rs. in Lakhs) |
Period to which the amount relates |
Due Date |
Date of Payment |
The Finance Act, 1994 |
Service tax |
65.57 |
2012-13 |
Various |
Not yet paid |
The Finance Act, 1994 |
Service tax |
88.07 |
2013-14 |
Various |
Not yet paid |
The Finance Act, 1994 |
Service tax |
25.97 |
2014-15 |
Various |
Not yet paid |
The Finance Act, 1994 |
Service tax |
147.22 |
2015-16 |
Various |
Not yet paid |
The Finance Act, 1994 |
Service tax |
23.80 |
2016-17 |
Various |
Not yet paid |
The Finance Act, 1994 |
Service tax |
12.25 |
2017-18 |
Various |
Not yet paid |
Goods and Service Tax Act |
Goods and Service tax |
4.34 |
2017-18 |
Various |
Not yet paid |
b) According to the information and explanations given to us, there are no dues of Income-tax, Goods and Service Tax, Sales tax, Service tax, Duty of Customs, Value added tax or Cess outstanding on account of any dispute, other than the following:
Name of the Statute |
Nature of Dues |
Amount (Rs. in Lakhs) |
Period to which the amount relates |
Forum where dispute is pending |
The Finance |
Service Tax |
423.61 |
May 16, 2008 to March 31, 2010 |
High Court |
Act, 1994 |
Interest |
1,143.84 |
May 16, 2008 to March 31, 2018 |
|
Service Tax |
218.77 |
October 2007 to |
CESTAT |
|
Penalty |
218.57 |
March 2011 |
(Appeals) |
|
Service Tax |
87.79 |
April 2011 to |
CESTAT |
|
Penalty |
458.12 |
March 2012 |
(Appeals) |
|
Service Tax |
34.96 |
April 2011 to |
Commissioner |
|
Penalty |
35.01 |
December 2013 |
(Appeals) |
|
Customs |
Customs |
2,121.95 |
2007-08 |
CESTAT |
Act, 1962 |
duty Penalty |
(Includes amount aggregating to Rs. 538.26 Lakhs paid as duty under protest) |
(Appeals) |
8. According to the information and explanations given to us and based on the documents and records produced before us, there has been no default in repayment of dues to financial institutions or banks. There are no dues to debenture holders or Government.
9. According to the information and explanations given to us and the records examined by us, the term loans obtained by the Company were applied for the purpose for which the loans were obtained. The Company did not raise any money by way of initial public offer or further public offer (including debt instruments) during the year.
10. During the course of our examination of the books of account and records of the Company, to the best of our knowledge and belief and according to the information and explanations given to us by the Management, no fraud on, or by the Company, has been noticed or reported during the year.
11. According to the information and explanations given to us and based on our examination of the records of the Company, the Company has paid / provided for managerial remuneration in accordance with the requisite approvals mandated by the provisions of Section 197 read with Schedule V to the Act.
12. In our opinion and according to the information and explanations given to us, the Company is not a Nidhi Company; hence the provisions of Clause 3(xii) of the Order are not applicable to the Company.
13. According to the information and explanations given to us and based on our examination of the records of the Company, transactions with related parties are in compliance with Sections 177 and 188 of the Act where applicable and details of such transactions have been disclosed in the Ind AS Financial Statements as required by the applicable accounting standards.
14. According to the information and explanations given to us and based on our examination of the records of the Company, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year. Accordingly, the provisions of Clause 3(xiv) of the Order are not applicable to the Company.
15. According to the information and explanations given to us and based on our examination of the records of the Company, the Company has not entered into non-cash transactions with Directors or persons connected with him. Accordingly, the provisions of Clause 3(xv) of the Order are not applicable to the Company.
16. The Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934. Accordingly, the provisions of Clause 3(xvi) of the Order are not applicable to the Company.
Referred to in Paragraph 2(f) ''Report on Other Legal and Regulatory Requirements'' in our Independent Auditor''s Report to the members of the Company on the Ind AS Financial Statements for the year ended March 31, 2018.
Report on the Internal Financial Controls under Clause (i) of Sub-Section 3 of Section 143 of the Companies Act, 2013.
We have audited the internal financial controls over financial reporting of GLOBAL VECTRA HELICORP LIMITED (âthe Companyâ) as of March 31, 2018, in conjunction with our audit of the Ind AS Financial Statements of the Company for the year ended on that date.
Managementâs Responsibility for Internal Financial Controls
The Company''s Management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the âGuidance Noteâ) issued by the Institute of Chartered Accountants of India (ICAI). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to 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 information, as required under the Companies Act, 2013 (the âActâ or the âCompanies Actâ).
Auditorsâ Responsibility
Our responsibility is to express an opinion on the Company''s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note and the Standards on Auditing, issued by ICAI and deemed to be prescribed under Section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.
Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the Ind AS Financial Statements, whether due to fraud or error.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company''s internal financial controls system over financial reporting.
Meaning of Internal Financial Controls over Financial Reporting
A Company''s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of Ind AS Financial Statements for external purposes in accordance with generally accepted accounting principles. A Company''s internal financial control over financial reporting includes those policies and procedures that:
1. pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;
2. provide reasonable assurance that transactions are recorded as necessary to permit preparation of Ind AS Financial Statements in accordance with generally accepted accounting principles and that receipts and expenditures of the Company are being made only in accordance with authorisations of Management and Directors of the Company; and
3. provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the Company''s assets that could have a material effect on the Ind AS Financial Statements.
Inherent Limitations of Internal Financial Controls over Financial Reporting
Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Opinion
In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2018, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the ICAI.
For KALYANIWALLA & MISTRY LLP
CHARTERED ACCOUNTANTS
Firm Regn. No.: 104607W / W100166
Daraius Z. Fraser
Mumbai PARTNER
May 29, 2018. M. No.: 42454
Mar 31, 2016
INDEPENDENT AUDITORS'' REPORT
To the Members of Global Vectra Helicorp Limited Report on the Financial Statements
We have audited the accompanying financial statements of Global Vectra Helicorp Limited ("the Company"), which comprise the Balance Sheet as at 31 March 2016, the Statement of Profit and Loss and the Cash Flow Statement for the year then ended and a summary of the 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 and presentation 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 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. 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 2016 and its profit and its cash flows for the year ended on that date.
Emphasis of Matter
We draw attention to note 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 (2015: Rs. 262,195,030). No provision has been made by the Company for the same nor the interest due thereon as at 31 March 2016, as the management believes, based on a recent decision from Customs Excise and Service Tax Appellate Tribunal (CESTAT) West Zonal Bench in favour 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. Our opinion is not qualified in respect of this matter.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditor''s Report) Order, 2016 (''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, 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 matter described under the Emphasis of Matter 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 2016, and taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 2016, from being appointed as a director in terms of Section 164(2) of the Act;
g. With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in "Annexure B"; and
h. 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 26(b) and Note 34 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; and
iii. there were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.
(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) In our opinion and according to information and explanations given to us and on the basis of our examination of the records of the Company, the title deeds of immovable properties are held in the name of the Company.
(ii) The inventory has been physically verified by the management at reasonable intervals during the year. In our opinion, the frequency of such verification is reasonable. 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, firms, Limited Liability Partnerships or other parties covered in the register maintained under Section 189 of the Companies Act, 2013 (''the Act''). Accordingly, paragraph 3 (iii) of the Order is not applicable to the Company.
(iv) In our opinion and according to the information and explanations given to us, the Company has not given any loan, made any investment, given any guarantee, or provided any security under Section 185 and 186 of the Act. Accordingly, paragraph 3 (iv) of the Order is not applicable to the Company.
(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, Duty of Excise and Cess.
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, Income Tax and other material statutory dues were in arrears as at31 March 2016 for a period of more than six months from the date they became payable, except for the following undisputed dues of Service Tax which have not been deposited by the Company and were in arrears as at 31 March 2016 for a period of more than six months from the date they became payable:
Name of Statute |
Nature of dues |
Amount (Rs) |
Period to which the amount relates |
Due dates |
Date of payment |
The Finance Act, 1994 |
Service tax |
6,556,587 |
2012-13 |
Various |
Not yet paid |
The Finance Act, 1994 |
Service tax |
8,969,848 |
2013-14 |
Various |
Not yet paid |
The Finance Act, 1994 |
Service tax |
2,632,462 |
2014-15 |
Various |
Not yet paid |
The Finance Act, 1994 |
Service tax |
6,048,110 |
2015-16 |
Various |
Not yet 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 of the Statute |
Nature of the Dues |
Amount (Rs.) |
Period to which the amount relates |
Forum where dispute is pending |
Customs Act, 1962 |
Customs duty Penalty |
212,195,030 50,000,000 |
2007-2008 2007-2008 |
CESTAT Appeals) CESTAT(Appeals) |
Finance Act, 1994 |
Service tax Interest |
90,264,239 115,956,343 |
16.05.2008 to 31.03.2010 16.05.2008 to 31.03.2016 |
CESTAT (Appeals) CESTAT (Appeals) |
Finance Act, 1994 |
Service tax Penalty |
21.857.285 21.857.285 |
October 2007 to March 2011 October 2007 to March 2011 |
CESTAT (Appeals) CESTAT (Appeals) |
Finance Act, 1994 |
Service tax Penalty |
43,986,566 45,812,439 |
April 2011 to March 2012 April 2011 to March 2012 |
CESTAT (Appeals) CESTAT (Appeals) |
Finance Act, 1994 |
Service tax Penalty |
3.496.124 3.501.124 |
April 2011 to December 2013 April 2011 to December 2013 |
Commissioner (Appeals) Commissioner (Appeals) |
*includes amount aggregating Rs. 53,826,044 paid as duty under protest during the year ended 31 March 2010
**includes amount aggregating Rs. 55,923,575 paid as duty under protest during the year ended 31 March 2016
(viii) In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to financial institutions or banks. The Company does not have any loans or borrowings from government or dues to debenture holders during the year.
(ix) The Company did not raise any money by way of initial public offer or further public offer (including debt instruments) during the year. In our opinion and 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 are raised.
(x) According to the information and explanations given to us, no fraud by the Company or on the Company by its officers or employees has been noticed or reported during the course of our audit.
(xi) According to the information and explanations given to us and based on our examination of the records of the Company, the Company has paid/provided for managerial remuneration in accordance with the requisite approvals mandated by the provisions of Section 197 read with Schedule V to the Act.
(xii) In our opinion and according to the information and explanations given to us, the Company is not a Nidhi Company. Accordingly, paragraph 3(xii) of the Order is not applicable to the Company.
(xiii) According to the information and explanations given to us and based on our examination of the records of the Company, transactions with the related parties are in compliance with Sections 177 and 188 of the Act where applicable and details of such transactions have been disclosed in the financial statements as required by the applicable accounting standards.
(xiv) According to the information and explanations give to us and based on our examination of the records of the Company, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year. Accordingly, paragraph 3 (xiv) of the Order is not applicable to the Company.
(xv) According to the information and explanations given to us and based on our examination of the records of the Company, the Company has not entered into any non-cash transactions with directors or persons connected with him. Accordingly, paragraph 3(xv) of the Order is not applicable to the Company.
(xvi) According to the information and explanations given to us, the Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934. Accordingly, paragraph 3(xvi) of the Order is not applicable to the Company.
Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 ("the Act")
We have audited the internal financial controls over financial reporting of Global Vectra Helicorp Limited ("the Company") as of 31 March 2016 in conjunction with our audit of the financial statements of the Company for the year ended on that date.
Management''s Responsibility for Internal Financial Controls
The Company''s management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India ("ICAI"). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to 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 information, as required under the Act.
Auditors'' Responsibility
Our responsibility is to express an opinion on the Company''s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the "Guidance Note") and the Standards on Auditing issued by ICAI and deemed to be prescribed under Section 143(10) of the Act, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the ICAI. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.
Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor''s judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company''s internal financial controls system over financial reporting.
Meaning of Internal Financial Controls over Financial Reporting
A company''s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company''s internal financial control over financial reporting includes those policies and procedures that:
(a) Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;
(b) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and
(c) Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company''s assets that could have a material effect on the financial statements.
Inherent Limitations of Internal Financial Controls Over Financial Reporting
Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Opinion
In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31 March 2016, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.
For B S R & Co. LLP
Chartered Accountants
Firm''s Registration No: 101248W/ W-100022
Vijay Mathur
Mumbai Partner
25 May 2016 Membership No: 046476
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 Â 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
Mar 31, 2010
We have audited the attached balance sheet of Global Vectra Helicorp
Limited ("the Company") as at 31 March 2010 and the related profit and
loss account and the cash flow statement for the year ended on that
date, annexed thereto. These financial statements are the
responsibility of the Companys 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 plan 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 (Auditors 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 profit and loss account 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) below, the balance
sheet, the profit and loss account 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 Act;
e) on the basis of written representations received from directors of
the Company as at 31 March 2010 and taken on record by the Board of
Directors, we report that none of the directors is disqualified as on
31 March 2010 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 schedule 31 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 2010, 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
revaluation reserve would have been lower by Rs 107,652,087,
depreciation and accumulated depreciation would have been higher by Rs
16,886,601 and the profit after tax for the year would be converted to
a loss after tax of Rs 104,202,170;
g) as more fully explained in schedule 32 to the financial statements,
managerial remuneration paid/payable to two Whole Time Directors and a
Chief Executive Officer has exceeded the limits prescribed under
Section 198 of the Act by Rs 4,542,698 (previous year: Rs 7,095,524)
for the year ended 31 March 2010. The Company has applied for approval
and is yet to receive the same from the Central Government;
h) as more fully explained in schedule 38 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 such outstanding, as required by the accounting policies of the
Company. However, as detailed in schedule 38, management believes that
they have a strong case to collect the outstanding amount. Had the
Company made the provision, the debtors would be lower by Rs 84,503,378
and the profit after tax for the year would be converted to a loss
after tax of Rs 9,573,659;
i) as more fully explained in schedule 30 to the financial statements,
the financial statements for the year ended 31 March 2009 were
qualified in respect of liquidated damages retained by a customer
aggregating Rs 201,398,111 as at 31 March 2009 in accordance with the
terms of agreement with the Company. Pursuant to the completion of
conciliation proceedings with the customer during the year ended 31
March 2010, an amount aggregating Rs 157,248,803 has been written off/
adjusted in these financial statements; and
j) 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 and
subject to the adjustment to the corresponding figures for the year
ended 31 March 2009 in respect of the matter stated in paragraph (i)
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 31 March 2010;
ii) in the case of the profit and loss account, of the profit 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 2010
(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 we are informed that no material discrepancies were
noticed on such verification.
(c) The Company has disposed two helicopters during the year on account
of termination of finance lease obligations with the lessor. In our
opinion and according to the information and explanations given to us,
the aforesaid disposal has not affected the going concern assumption.
(ii) (a) The inventory of consumables, spares and shop supplies,
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. For stocks lying with
third parties at the year- end, written confirmations have been
obtained.
(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 (Ãthe ActÃ). 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 Rs 26,618,286 and the year-end
balance of such loans was nil.
(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 interest 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. As at the date of the balance sheet the principal and
interest from the company covered in the register maintained under
Section 301 of the Act was repaid.
(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 CompanyÃs 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.
(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. As explained to us, the
Company did not have any dues on account of Excise Duty, Investor
Education and Protection Fund, Sales Tax and Wealth Tax.
There were no dues on account of Cess under Section 441A of the Act
since the date from which the aforesaid section comes into force has
not yet been notified by the Central Government.
According to the information and explanations given to us, no
undisputed amounts payable in respect of Provident Fund, EmployeesÃ
State Insurance, Profession Tax, Wealth Tax, Cess, Custom Duty, Income
Tax Service Tax and other material statutory dues were in arrears as at
31 March 2009 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 2010
for a period of more than six months from the date they became payable:
Name of the
statute Nature of dues Amount (Rs) Period to
which Due date
the amount
relates
Finance Act 1994 Service tax 99,034,142 May 2008
onwards Various
(b) According to the information and explanations given to us, there
are no dues of Income Tax, Wealth 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 the
Statute Nature of
the Dues Amount (Rs.) Period to
which the Forum where
amount
relates dispute is
pending
Customs
Act, 1962 Customs
duty 212,195,030 2007-2008 Commissioner
(Appeals)
Penalty 50,000,000 2007-2008 Commissioner
(Appeals)
Finance
Act 1994 Service
tax 197,365,503 2008-2009 Commissioner
(Service tax)
Finance
Act 1994 Service
tax 205,228,110 2009-2010 -
(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 not
incurred cash losses in the current financial year but has incurred
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), (g) and (h)
of the Auditorsà 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)In our opinion and 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 976,455,465
(previous year: Rs 766,408,233) 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
Firms Registration No: 101248W
Akeel Master
Partner
Place : Mumbai Membership No: 046768
Dated: - 27 May 2010