The Directors are pleased to present the Twentieth Annual Report of the Company andaudited accounts of the Company for the year ended 31st March 2018.
| || ||(Rs. in Lakhs) |
|Particulars ||Year ended 31st March 2018 ||Year ended 31st March 2017 |
|Service Income ||40434.22 ||37583.78 |
|Other Income ||289.16 ||1174.27 |
|Total Income ||40723.38 ||38758.05 |
|Profit before interest depreciation amortisation of expenses exceptional items and Tax ||5778.93 ||8537.96 |
|Less: Interest ||2095.33 ||2278.24 |
|Less: Depreciation (Net) ||3776.27 ||3832.19 |
|Profit/(Loss) for the year before Tax and Exceptional Item ||-92.67 ||2427.53 |
|Exceptional Items ||0 ||0 |
|Profit/(Loss) before tax ||-92.67 ||2427.53 |
|Tax Expenses ||-79.02 ||836.70 |
|Profit/(Loss) for the period from continuing operations ||-171.69 ||1590.83 |
|Profit/(Loss) form discontinued operations (after tax) ||0 ||0 |
|Profit/(Loss) for the period ||-171.69 ||1590.83 |
|Other Comprehensive Income ||-441.93 ||1212.22 |
|Total Comprehensive Income for the period ||-613.62 ||378.61 |
During the year under review your Company achieved Service Income of INR. 40434.22Lakhs as compared to INR. 37583.78 Lakhs of previous Financial Year an increase of7.58%. Total Income of the Financial Year 2017-18 (including Operational and other Income)increased to INR 40723.38 Lakhs from INR 38758.05 Lakhs an increase of 5.07 %over the last Financial Year.
The EBIDTA was INR 5778.93 Lakhs for current year (14.29% of the Service Income) asagainst of INR 8537.96 Lakhs (22.71% of the Service Income).
After considering Interest Depreciation and Foreign Exchange (Loss)/Gain anExceptional Item and Prior Period Items the Company has Loss Before Tax of INR. 92.67Lakhs for the current year as against Profit of Rs. 2427.53 Lakhs in the previous year.Total Comprehensive Loss for the period was INR. 613.62 Lakhs for the current year asagainst Profit of Rs. 378.61 Lakhs in the previous year.
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 2017-2018.
The Company has received a communication from the holder of the Preference Shareholderthat they have waived off the cumulative preference share dividends of the current yearno provision has been made for the preference dividend nor has this amount been shownunder contingent liabilities.
AMOUNT PROPOSED TO BE CARRIED TO RESERVES
The company proposes to carry INR 3735.24 Lakhs to reserves.
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 eligibleoffers 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 they fulfilall the requirements as to qualify for their appointment as an Independent Director underthe provisions of section 149 of the Companies Act 2013 and Regulation 25 and otherapplicable regulations of Securities and Exchange Board of India (Listing Obligations andDisclosures Requirements) Regulations 2015. The Board confirms that the said IndependentDirectors meet the criteria as laid down under the Companies Act 2013 and Regulation 25(3) of Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015. The independent Directors had a separate meeting on 9thFebruary 2018.
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
a) In the preparation of the annual accounts the applicable accounting standards hadbeen followed along with the proper explanation relating to material departures;
b) The directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe profit and loss company for that period;
c) The directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets 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 the provisions ofall applicable laws and that such systems were adequate and operating effectively.
Based on the framework of internal financial controls and compliance systemsestablished and maintained by the Company work performed by the internal statutory andsecretarial auditors and external consultants including audit of internalfinancialcontrols over financial reporting by the statutory auditors and the reviewsperformed by management and the relevant board committees including the audit committeethe board is of the opinion that the Company's internal financial controls were adequateand effective during Financial Year 2017-18.
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 of ensuing Annual General Meeting. Anyshareholder interested in obtaining a copy of the same may write to the Company Secretary.
Disclosures pertaining to remuneration and other details as required under Section197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 are provided in the Annual Report as per Annexure A.
MEETING OF THE BOARD
Four meetings of the Board of Directors were held during the year. For further detailsplease refer report on Corporate Governance on page no. 25 of this Annual Report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report as required under the Listing Agreementswith the Stock Exchanges is enclosed as Annexure B.
EXTRACT OF THE ANNUAL RETURN
The extract of the Annual Return for the year ended 31st March 2018pursuant 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.
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) Regulation 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 issues 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 non-executive 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 daysuptothedate of Section 134 (3) (g)and 186 (4) of the Companies Act 2013.
CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES.
All contracts / arrangements / transactions entered by the Company during the 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 Disclosures Requirements) Regulations 2015 are placedbefore the Audit Committee and also before the Board for approval. Prior omnibus approvalof the Audit Committee is also sought for transactions which are of a foreseen and relatedrepetitive nature. There are no materially significant party transactions made by theCompany which 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 onmateriality of related party transactions and dealing with related party transactions asapproved by the Board. Your Directors draw attention of the members to Note 44 to thefinancial statement which sets out related party disclosure.
RISK MANAGEMENT POLICY
OBJECTIVE & PURPOSE OF POLICY
The main objective of this policy is to ensure sustainable business growth 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 Policy
1. To ensure that all the current and future material risk assessed exposures of thecompany are identified and quantified managed i.e. to ensure adequate systems for riskmanagement.
2. To establish a framework for the company's risk management process and to ensure itsimplementation.
3. To assure business growth with financial stability
Pursuant to the provision of the Section 139 of the Act and the rules framedthereunder M/s. Kalyaniwalla & Mistry LLP Chartered Accountants Mumbai (FRN No.104607 W/W100166) were appointed as statutory auditors of the Company from the conclusionof the Nineteenth annual general meeting (AGM) of the Company held on September 22 2017till the conclusion of the Twenty Fourth Annual General Meeting of the Company to be heldin the year 2022 subject to ratification of their appointment at ensuing AGM.
The observations of the Auditors in their report read with the relevant accounts areself evident and further explanation has been given under Remarks of the Auditors.
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. FerraoMSR & Associates Practising Company Secretaries were appointed to undertakethe Secretarial Audit. The Report of the Secretarial Audit for the year ended 31stMarch 2018 is attached to the Directors' Report.
The Secretarial auditors' report does contain remarks on non-appointment of womendirectors and on amount not spent on Corporate Social Responsibility. The managementbelieves that Company will get the security clearance from the Ministry of Civil Aviationregarding appointment of women director and Company will identify suitable partner for CSRpurpose.
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 spent the required amount on CSR asCompany is in process of identifying any suitable partner for this purpose.
CONSERVATION OF ENERGY
Pursuant to Section 134 (3) (m) of the Companies Act 2013 read with Rule 8 (3) of 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 are: conservation of energyare given as under :-
Improvisation and continuous monitoring of power factor and replacement of weakcapacitors 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
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) Regulations2015 forms a part of thisAnnual Report.
REMARKS OF THE AUDITORS
Reference is drawn to notes on basis for qualified opinion and note 41 to the financialstatements a customer has disputed service tax levied by the Company on reimbursement ofexpenses aggregating Rs 252.37 Lakhs. No provision has been made by the Company in respectof such outstanding as required by the accounting policies of the Company. The managementbelieves that the Company has a strong case to collect the outstanding amounts.
SIGNIFICANT AND MATERIAL ORDERS
There are no material changes and commitments affecting our financial position betweenthe end of the financial year to which this financial statement relates 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 Company has in place adequate internal financial controls with reference to thefinancial statements. The Audit Committee of the Board reviews the internal controlsystems the adequacy audit findings ofinternal audit function and significant with themanagement Internal Auditors and Statutory Auditors.
WHISTLE BLOWER POLICY/VIGIL MECHANISM
The Company has a whistle blower policy /vigilance mechanism to deal with instances offraud and/or mismanagement if any. The vigilance mechanism policy is uploaded on thewebsite of the Company.
Your Company's emphasis is to provide a Safe Workplace for its employees. During theyear ending 31.03.2018 neither any complaint of sexual harassment had been filed nor anycomplaint pending for enquiry pursuant to the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013.
FOREIGN EXCHANGE EARNING AND OUTGO
The Company earned INR 2581375592/- (previous year INR 2530794364/-) inforeign exchange during the year. The foreign exchange outgoes amount to INR1463373471/- (previous year INR 1409824421/-)
Your Company has not accepted any deposits from the public under Chapter V of theCompanies Act 2013.
The Helicopters fleet and insurable interest of your Company like Building HangarPlant and Machinery Furniture and Fixture Stocks Computers Vehicles etc. are properlyinsured.
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: - 29th May 2018 || |
|Place: - Mumbai || |