The Directors are pleased to present the Nineteenth Annual Report of the Company andaudited accounts of the Company for the year ended 31st March 2017.
(Rs. in Lakhs)
Particulars Year ended Year ended
|Service Income ||37198.66 ||35701.63 |
|Other Operating Income ||96.68 ||36.59 |
|Income from operations ||37295.34 ||35738.22 |
|Other Income ||1094.48 ||3430.28 |
|Total Income ||38389.83 ||39168.50 |
|Profit before interest depreciation amortisation of expenses exceptional items and Tax ||8471.65 ||8456.88 |
|Less: Interest ||1473.32 ||1506.58 |
|Less: Depreciation (Net) ||3423.89 ||3046.23 |
|Profit for the year before Tax and Exceptional Item ||3574.45 ||3904.07 |
|Exceptional Items ||0 ||(1338.07) |
|Profit before prior period items and tax ||3574.45 ||2566.00 |
|Prior Period Items ||335.43 ||0 |
|Profit for the year after exceptional items prior period items and before Tax ||3239.01 ||2566.00 |
|Less: Income Tax - Current Tax ||0 ||118.71 |
|- Deferred Tax ||1020.30 ||1156.66 |
|Profit after tax ||2218.71 ||1290.63 |
During the year under review your Company achieved Service Income of Rs. 37198.66Lakhs as compared to Rs. 35701.63 Lakhs of previous Financial Year an increase of 4.19%.Income from operations also increased to Rs. 37295.34 Lakhs as compare to Rs. 35738.22of the previous Financial Year an increase of 4.36%. Total Income of the Financial Year2016-17 (including Operational and other Income) reduced to Rs. 38389.83 Lakhs from Rs.39168.50 Lakhs a decrease of 1.99 % over the last Financial Year.
The EBIDTA has increased to Rs. 8471.65 Lakhs (22.77% of the Service Income) from Rs.8456.88 Lakhs (23.69% of the Service Income) of previous year an increase of 0.17% overthe last Financial Year.
After considering Interest Depreciation and Foreign Exchange (Loss)/Gain anExceptional Item and Prior Period Items the Company has Profit Before Tax of Rs. 3239.01Lakhs for the current year as against Profit of Rs. 2566.00 Lakhs in the previous yearan increase of 26.23%. The net Profit after tax was Rs. 2218.71 Lakhs for the currentyear as against Profit of Rs. 1290.63 Lakhs in the previous year an increase of 71.91%..
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 2016-2017.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 no provision has been made for the preferencedividend nor has this amount been shown under contingent liabilities.
AMOUNT PROPOSED TO BE CARRIED TO RESERVES
The company proposes to carry Rs. 300362215/- 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 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 10thFebruary 2017.
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 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 of the 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 internal financialcontrols over financial reporting by the statutory auditors and the reviews performed bymanagement and the relevant board committees including the audit committee the board isof the opinion that the Company's internal financial controls were adequate and effectiveduring Financial Year 2016-17
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
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 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. 26 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 abstract of the Annual Return for the year ended 31st March 2017pursuant 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) 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 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 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 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 Disclosures Requirements) Regulations 2015 are placedbefore the Audit Committee as also before the Board for approval. Prior omnibus approvalof the Audit Committee is also sought for transaction which are of a foreseen andrepetitive nature. There are no materially significant related party transactions made bythe Company which may have a potential conflict with the interest of the Company at large.
Accordingly the disclosure of Related Party Transactions as required under 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 29 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. to ensure 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
Under section 139(2) of the Companies Act 2013 and Rules framed thereunder it ismandatory to rotate the Statutory Auditors on completion of term including the transitionperiod permitted under the said section.
M/s. B S R & Co. LLP Chartered Accountants have held office as Statutory Auditorof the Company from the conclusion of the 7th AGM i.e. from 30th September2005. Pursuant to section 139(2) of the Companies Act 2013 read with Rules framedthereunder M/s. B S R & Co. LLP Chartered Accountants have completed a period ofmore than 10 years on the commencement of the Companies Act 2013 and have completed thetransition period of 3 years from the date of commencement of the Companies Act 2013.
In terms of said section M/s. B S R & Co. LLP will be holding the office ofStatutory Auditors up to the conclusion of the forthcoming 19th Annual General Meeting.Accordingly the Board of Directors based on the recommendation of Audit Committee andsubject to approval of the Shareholders at the ensuing 19th Annual General Meeting hasproposed to appoint M/s. Kalyaniwalla & Mistry LL Chartered Accountants (FRN No.104607 W/W100166) as Statutory Auditors of the Company for a term of 5 consecutive yearsfrom the conclusion of the 19th Annual General Meeting till the conclusion of the 24thAnnual General Meeting to be held in the calendar year 2022 (subject to ratification oftheir appointment at every AGM) to conduct the audit of the Accounts of the Company atsuch remuneration as may be mutually agreed upon between the Board of Directors of theCompany and the Auditors.
The Company has also received a written consent and a certificate from M/s.Kalyaniwalla & Mistry LLP Chartered Accountants to the effect that their appointmentif made would be in accordance with the provision of Section 139 and that they satisfythe criteria provided in section 141 of the Companies Act 2013 read with Rules framedthereunder.
The Board places on record its appreciation for the services rendered by M/s. B S R& Co. LLP Chartered Accountants during their tenure as the Statutory Auditors of theCompany. The observations of the Auditors in their report read with the relevant toaccounts are self explanatory and further explanation has been given under Remarks of theAuditors.
SECRETARIAL AUDITORS 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 was appointed to undertake theSecretarial Audit. The Report of the Secretarial Audit for the year ended 31stMarch 2017 is attached to the Directors' Report.
The Secretarial auditors' report does contain remarks on nonappointment 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 spentthe 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 energy aregiven as under: - Improvisation and continuous monitoring of power factor and replacementof 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
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 38 to the financialstatements a customer has disputed service tax levied by the Company on reimbursement ofexpenses aggregating Rs 26441650. 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 years 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 of internal audit function and significant internal audit findingswith the management Internal Auditors and Statutory Auditors.
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.
During the year under review there were no cases filed pursuant to the SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013FOREIGN EXCHANGE EARNING AND OUTGO
The Company earned Rs. 2530794364/- (previous year Rs. 2476726890/-) in foreignexchange during the year. The foreign exchange outgoes amount to Rs. 1409824421 /-(previous year Rs. 1321594142/-)
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. 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.
By Order of the Board of Directors
Lt. Gen. (Retd.) SJS Saighal Dr. Gautam Sen
Chairman Independent Director
Place:- Mumbai Date:- 24th May 2017
Annexure - A Particulars of employees
The information required under Section 197 of the Act read with rule 5(1) of theCompanies (Appointment and Remuneration ol 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 ||3.31 |
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 ||20.00% |
|Mr. Anthony James Baker ||5.48% |
|Mr. Ashvin Bhatt ||4.71% |
|Mr. Raakesh D. Soni ||4.22% |
c. The percentage increase in the median remuneration of employees in the financialyear: - 0.59%
d. The number of permanent employees on the rolls of Company: 359
e. The explanation on the relationship between average increase in remuneration andCompany 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 FY17 (Rs. Lakhs) ||196.82 |
|Revenue (Rs. Lakhs) ||37295.34 |
|Remuneration of KMPs (as % of revenue) ||0.53 |
|Profit before Tax (PBT) (Rs. Lakhs) ||3239.01 |
|Remuneration of KMP (as % of PBT) ||6.08 |
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 2017 ||March 31 2016 ||% |
|Market Capitalisation (Rs. Lakhs) ||16093.00 ||11816.00 ||36.20 |
|Price Earnings Ratio ||15.85 ||9.22 ||71.90 |
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 2017 ||October 6 2006 (IPO) ||% |
|Market Price (BSE) ||114.95 ||185.00 ||(0.38) |
|Market Price (NSE) ||114.60 ||185.00 ||(0.38) |
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 percentage increase made in the salaries of total eligible employees otherthan the Key Managerial Personnel for FY 2017 is -0.59 percent while the average increasein the remuneration of the Key Managerial Personnel is 6.81 percent. This increment is inline with the factors more particularly described in the Policy for Remuneration of theDirectors and the Policy on remuneration of Key Managerial Personnel and Employees whichforms part of the directors' report
j. Comparison of each remuneration of the key managerial personnel against theperformance of the Company:
(Rs. in Lakhs)
| ||Lt. Gen. (Retd.) SJS Saighal - Chairman ||Mr. Anthony James Baker Chief Executive Officer ||Mr. |
|Remuneration in FY17 (Rs. Lakhs) ||27.00 ||71.96 ||75.18 ||22.68 |
|Revenue (Rs. Lakhs) || |
|Revenue (Rs. Lakhs) Remuneration as % of revenue ||0.07 ||0.19 ||0.20 ||0.06 |
|Profit before Tax (PBT) || |
|Remuneration (as % of PBT) ||0.83 ||2.22 ||2.32 ||0.70 |
k. The key parameters for any variable component of remuneration availed by thedirectors:
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: 0.0052.
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.