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Global Vectra Helicorp Ltd.

BSE: 532773 Sector: Services
NSE: GLOBALVECT ISIN Code: INE792H01019
BSE LIVE 14:38 | 23 Aug 140.30 2.45
(1.78%)
OPEN

136.00

HIGH

142.90

LOW

136.00

NSE 14:16 | 23 Aug 140.75 2.40
(1.73%)
OPEN

140.40

HIGH

143.10

LOW

137.10

OPEN 136.00
PREVIOUS CLOSE 137.85
VOLUME 6045
52-Week high 183.00
52-Week low 62.40
P/E 8.85
Mkt Cap.(Rs cr) 196
Buy Price 140.20
Buy Qty 99.00
Sell Price 140.30
Sell Qty 16.00
OPEN 136.00
CLOSE 137.85
VOLUME 6045
52-Week high 183.00
52-Week low 62.40
P/E 8.85
Mkt Cap.(Rs cr) 196
Buy Price 140.20
Buy Qty 99.00
Sell Price 140.30
Sell Qty 16.00

Global Vectra Helicorp Ltd. (GLOBALVECT) - Director Report

Company director report

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

FINANCIAL PERFORMANCE

(INR in Lacs)

Particulars Year ended 31st March 2016 Year ended 31st March 2015
Service Income 35701.63 34463.85
Other Operating Income 36.59 217.51
Income from operations 35738.22 34681.36
Other Income 3430.28 950.11
Total Income 39168.50 35631.47
Profit before interest depreciation amortisation of expenses exceptional items and Tax 8456.88 7917.02
Less : Interest 1506.58 1670.86
Less : Depreciation (Net) 3046.23 2571.97
Profit for the year before Tax and Exceptional Item 3904.07 3674.19
Exceptional Items -1338.07 499.76
Profit for the year after exceptional items and before Tax 2566.00 4173.95
Less : Income Tax - Current Tax 118.71 243.28
- Deferred Tax 1156.66 1618.42
Profit after tax 1290.63 2312.26

OPERATION REVIEW:

During the year under review your Company achieved Service Income of Rs 35701.63Lakhs as compared to Rs 34463.85 Lakhs of previous Financial Year an increase of 3.59%.Total Income of the Financial Year 2015-16 (including Operational and other Income) alsoincreased to Rs 39168.50 Lakhs from Rs 35631.47 Lakhs an increase of 9.93 % over thelast Financial Year.

The EBIDTA has increased to Rs 8456.88 Lakhs (23.69% of the Service Income) from Rs7917.02 Lacs (22.97% of the Service Income) of previous year an increase of 6.82 % overthe last Financial Year.

After considering Interest Depreciation and Foreign Exchange (Loss)/Gain and anExceptional Item the Company has Profit Before Tax of Rs 2566.00 Lakhs for the currentyear as against Profit of Rs 4173.95 Lakhs in the previous year. The net Profit after taxwas Rs 1290.63 Lakhs for the current year as against Profit of Rs 2312.26 Lakhs in theprevious year.

DIVIDEND:

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

AMOUNT PROPOSED TO BE CARRIED TO RESERVES

The company proposes to carry Rs 78491252/- to reserves. DIRECTORS

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

The Board of Directors consists of the Chairman and Three independent Directors. TheBoard of Directors of the Company duly constituted with proper balance of ExecutiveDirector and Independent Directors except for appointment of women director to beappointed as per section 149(1) of the Companies Act 2013 and Regulation 17(1)(a) of theSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. The Company isawaiting approval from the Ministry of Home Affairs through the Ministry of Civil Aviationfor appointment of Women Director. The management believes that Company will get thesecurity clearance from the Ministry of Home Affairs through the Ministry of CivilAviation

The independent directors have submitted their disclosure to the Board that theyfulfill all the requirements as to qualify for their appointment as an IndependentDirector under the provisions of section 149 of the Companies Act 2013 and Regulation 25and other applicable regulations of Securities And Exchange Board of India (ListingObligations and Disclosure Requirements) Regulation 2015. The Board confirms that the saidindependent directors meet the criteria as laid down under the Companies Act 2013 andRegulation 25 (3) of Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015. The independent Directors had a separatemeeting on 11th February 2016.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 134(3)(c) of the Companies Act 2013 withrespect to the Directors' responsibility statement it is hereby confirmed that:

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

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

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

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

e) The directors had laid down internal financial controls to be followed by thecompany and that such internal financials controls are adequate and were operatingeffectively.

f) The directors had devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.

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

Company work performed by the internal statutory and secretarial auditors andexternal consultants including audit of internal financial controls over financialreporting by the statutory auditors and the reviews performed by management and therelevant board committees including the audit committee the board is of the opinion thatthe Company's internal financial controls were adequate and effective during FY 2015-16.

POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION AND OTHER DETAILS

The Company's policy on directors' appointment and remuneration and other mattersprovided in Section 178 (3) of the Act has been disclosed in the directors' report andcorporate governance report which forms part of the directors' report.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The information required under Section 197(12) of the Act read with Rules 5(2) and 5(3)of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 formspart of the Directors' Report and have not been attached. However in terms of the firstproviso to Section 136 (1) the particulars referred above are available for inspection atour office during the business hours on working days upto the date of ensuing AnnualGeneral Meeting. Any shareholder interested in obtaining a copy of the same may write toCompany Secretary. Disclosures pertaining to remuneration and other details as requiredunder Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 are provided in the Annual Report as perAnnexure A.

MEETING OF THE BOARD

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

EXTRACT OF THE ANNUAL RETURN

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

BOARD EVALUATION

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

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

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

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

LOANS GUARANEES OR INVESTMENTS

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

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES.

All contracts / arrangements / transactions entered by the Company during the financialyear with the related parties were in the ordinary course of business and on an arm'slength basis. All related party transactions attracting compliance under Section 188and/or Regulation 25 and other applicable regulations of Securities And Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) Regulations 2015 are placed beforethe Audit Committee as also before the Board for approval. Prior omnibus approval of theAudit Committee is also sought for transaction which are of a foreseen and repetitivenature. There are no materially significant related party transactions made by the Companywhich may have a potential conflict with the interest of the Company at large.Accordingly the disclosure of Related Party Transactions as required under section134(3)(h) of the Companies Act 2013 in Form AOC2 is not applicable.

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

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

RISK MANAGEMENT POLICY OBJECTIVE & PURPOSE OF POLICY

The main objective of this policy is to ensure sustainable business growth withstability and to promote a pro-active approach in reporting evaluating and resolvingrisks associated with the business. In order to achieve the key objective the policyestablishes a structured and disciplined approach to Risk Management in order to guidedecisions on risk related issues. The specific objectives of the Risk Management Policyare:

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

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

3. To enable compliance with appropriate regulations wherever applicable through theadoption of best practices.

4. To assure business growth with financial stability

AUDITORS

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

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

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

SECRETARIAL AUDITORS's REPORT

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

CORPORATE SOCIAL RESPONSIBILITY

The Corporate Social Responsibility Committee has formulated and recommended to theBoard a Corporate Social Responsibility Policy (CSR Policy) indicating the activities tobe undertaken by the Company which has been approved by the Board. The CSR Policy isavailable on the website of the Company. The Company would also undertake other need basedinitiatives in compliance with Schedule VII of the act. The Annual Report on CSRactivities in enclosed as Annexure C. During the financial year the Company has not spendthe required amount on CSR as Company is not able to identify any suitable partner forthis purpose.

CONSERVATION OF ENERGY

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

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

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

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

CORPORATE GOVERNANCE

Your Company has complied with the provisions of Corporate Governance as stipulated inRegulation 27 and other applicable Regulations of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 except for appointment of woman director to beappointed as per section 149(1) of the Companies Act 2013 and Regulation 17(1)(a) of theSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. The managementbelieves that Company will get the security clearance from the Ministry of Home Affairsthrough the Ministry of Civil Aviation regarding appointment of women director. ACertificate from the Practising Company Secretary regarding compliance of CorporateGovernance as stipulated in Regulation 27 and other applicable Regulations of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 forms a part of thisAnnual Report.

SIGNIFICIANT AND MATERIAL ORDERS

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

INTERNAL FINANCIAL CONTROL

The Board has adopted the policies and procedures for ensuring the orderly andefficient conduct of its business including adherence to the Company's policies thesafeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and the timely preparation ofreliable financial disclosures.

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

WHISTLE BLOWER POLICY/VIGIL MECHANISM

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

SEXUAL HARASSMENT

During the year under review there were no cases filed pursuant to the SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013

FOREIGN EXCHANGE EARNING AND OUTGO

The Company earned Rs 2476726890/- (previous year Rs 2268866109/-) in foreignexchange during the year. The foreign exchange outgoes amount to Rs 1321594142/-(previous year Rs 1118604464/-)

FIXED DEPOSITS

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

INSURANCE

The Helicopters fleet and insurable interest of your Company like Building HangarPlant and Machinery Furniture and Fixture Stocks Computers Vehicles etc. are properlyinsured.

ACKNOWLEDGEMENTS

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

For and on behalf of the Board

Lt. Gen. (Retd.) SJS Saighal Dr. Gautam Sen
Chairman Independent Director
Date:- 25th May 2016
Place:- Mumbai

Annexure - A Particulars of employees

The information required under Section 197 of the Act read with rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 are givenbelow:

a. The ratio of the remuneration of each director to the median remuneration of theemployees of the Company for the financial year:

Executive Directors Ratio to median remuneration
Lt. Gen. (Retd.) SJS Saighal 4.07

b. The percentage increase in remuneration of each director chief executive officerchief financial officer company secretary in the financial year:

Directors Chief Executive Officer Chief Financial Officer and Company Secretary % increase in remuneration in the financial year
Lt. Gen. (Retd.) SJS Saighal 7.14%
Mr. Eduard Van Dam NIL
Mr. Anthony James Baker 23.58%
Mr. Ashvin Bhatt 13.18%
Mr. Raakesh D. Soni 1.83%

c. The percentage increase in the median remuneration of employees in the financialyear: 16.01%

d. The number of permanent employees on the rolls of Company: 340

e. The explanation on the relationship between average increase in remuneration andCompany performance:

On an average employees received an annual increase of 2.34%. The individualincrements varied from 1% to 25% based on individual performance.

In order to ensure that remuneration reflects Company performance the performance payis also linked to organization performance apart from an Individual's performance.

f. Comparison of the remuneration of the key managerial personnel against theperformance of the Company:

Aggregate remuneration of key managerial personnel (KMP) in FY16 (Rs Lacs )

190.03

Revenue (Rs Lacs ) 35738.22
Remuneration of KMPs (as % of revenue) 0.53
Profit before Tax (PBT) (Rs Lacs ) 2566.00
Remuneration of KMP (as % of PBT) 7.41

g. Variations in the market capitalisation of the Company price earnings ratio as atthe closing date of the current financial year and previous financial year:

Particulars March 31 2016 March 31 2015

% Change

Market Capitalisation (Rs Lacs) 11816.00 5824.00 102.88
Price Earnings Ratio 9.15 3.10 195.16

h. Percentage increase over decrease in the market quotations of the shares of theCompany in comparison to the rate at which the Company came out with the last publicoffer:

Particulars March 31 2016 October 6 2006 (IPO) % Change
Market Price (BSE) 83.55 185.00 (0.55)
Market Price (NSE) 84.40 185.00 (0.54)

i. Average percentile increase already made in the salaries of employees other than themanagerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof and point out if thereare any exceptional circumstances for increase in the managerial remuneration:

The average annual increase was around 2.34%.

j. Comparison of each remuneration of the key managerial personnel against theperformance of the Company:

(INR in Lacs)

Lt. Gen. (Retd.) SJS Saighal - Chairman Mr. Eduard Van Dam Chief Executive Officer Mr. Anthony James Baker Chief Executive Officer Mr. Ashvin Bhatt Chief Financial Officer Mr. Raakesh Soni Company Secretary
Remuneration in FY16 (Rs Lacs )

22.50

5.75

68.22

71.80

21.76

Revenue (Rs Lacs ) 39168.50
Remuneration as % of revenue 0.06 0.01 0.17 0.18 0.06
Profit before Tax (PBT) 4173.95
Remuneration (as % of PBT) 0.88 0.22 2.66 2.80 0.85

k. The key parameters for any variable component of remuneration availed by thedirectors:

Not Applicable

l. The ratio of the remuneration of the highest paid director to that of the employeeswho are not directors but receive remuneration in excess of the highest paid directorduring the year: 0.0044.

m. Affirmation that the remuneration is as per the remuneration policy of the Company:

The Company affirms remuneration is as per the remuneration policy of the Company.