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Global Vectra Helicorp Ltd.

BSE: 532773 Sector: Services
NSE: GLOBALVECT ISIN Code: INE792H01019
BSE 00:00 | 26 Nov 56.60 -2.50
(-4.23%)
OPEN

58.85

HIGH

59.20

LOW

54.50

NSE 00:00 | 26 Nov 56.35 -2.90
(-4.89%)
OPEN

59.25

HIGH

59.85

LOW

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OPEN 58.85
PREVIOUS CLOSE 59.10
VOLUME 2902
52-Week high 72.50
52-Week low 36.20
P/E
Mkt Cap.(Rs cr) 79
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 58.85
CLOSE 59.10
VOLUME 2902
52-Week high 72.50
52-Week low 36.20
P/E
Mkt Cap.(Rs cr) 79
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Global Vectra Helicorp Ltd. (GLOBALVECT) - Director Report

Company director report

The Directors are pleased to present the Twenty Second Annual Report of the Company andaudited accounts of the Company for the year ended 31st March 2020.

FINANCIAL PERFORMANCE

Particulars Year ended 31st March 2020 Year ended 31st March 2019
Service Income 45665.93 48031.28
Other Income 2728.45 488.13
Total Income 48394.38 48519.41
Profit before interest depreciation amortisation of expenses exceptional items and Tax 12072.90 5779.43
Less: Interest 2414.40 1380.09
Less: Depreciation (Net) 9404.50 3882.37
Profit/(Loss) for the year before 254.00 516.97
Tax and Exceptional Item Exceptional Items 0.00 (209.34)
Profit/(Loss) before tax 254.00 726.31
Less:- Tax Expenses 46.06 24.51
Profit/(Loss)for the 207.94 701.81
Other Comprehensive Income 1089.21 789.59
Total Comprehensive Income for the period 1297.15 1491.38

OPERATION REVIEW:

During the year under review your Company achieved Service Income of INR. 45665.93Lakhs as compared to INR. 48031.28 Lakhs of previous Financial Year. Total Income of INR48394.38 Lakhs compared to INR 48519.41 Lakhs. After considering Interest Depreciationand Foreign Exchange (Loss)/Gain an Exceptional Item and Prior Period Items the Companyhas Profit / Loss Before Tax of INR. 254.00 Lakhs for the current year as against ProfitBefore Tax of INR 726.31 Lakhs in the previous year. Total Comprehensive Profit for theperiod was INR 1297.15 Lakhs for the current year as against Profit of Rs. INR. 1491.38Lakhs in the previous 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 2019-2020.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 6518.39 /- to reserves.

DIRECTORS

In accordance with the provisions of the Companies Act 2013 Lt. Gen. SJS Saighal(Retd.) 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 andWomen Non-Executive Director. The Board of Directors of the Company duly constituted withproper balance of Executive Director Independent Directors and Women Director.

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 12thFebruary 2020.

A Familiarization programme was prepared and presented by the Company about rolesrights and responsibilities of Independent Directors in the Company nature of industry inwhich the Company operates business model of the Company etc.

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. Basedon the framework of internal financial controls and compliance systems established andmaintained by the Company work performed by the internal statutory and secretarialauditors and external consultants including audit of internal financial controls overfinancial reporting by the statutory auditors and the reviews performed by management andthe relevant board committees including the audit committee the board is of the opinionthat the Company's internal financial controls were adequate and effective duringFinancial Year 2019-2020

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 up to 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. 33 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 appropriately RETURN mitigated minimized

The abstract of the Annual Return for the year ended 31st March 2020pursuant 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.

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 exposures of the company areidentified and quantified 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

COVID-19 PANDEMIC

The Government of India had declared a national lockdown with effect from March 242020. Since operations of the Company for services provided to Oil & gas sector andState

Governments have been classified under essential services profitability there was nosignificant for the period up to March 31 2020 on account of reduced flying. Servicesprovided to Religious tourism has been slightly affected from the period March 18 2020 toMarch 31 2020 but highly affected after. During the same period the company continued toincur committed expenditure with respect to our employees aircraft related expendituressuch as lease rentals and other expenditures.

The Company has taken several actions to mitigate the effect of Covid-19 on itsoperations. We have introduced measures as a part of our standard operating procedures toensure health and safety of our passengers. Management is continuously assessing thesituation on day-to-day basis & taking all the measures to rationalise the costs.

The Company has taken several actions to mitigate the effect of Covid-19 in businessand the Management is continuously assessing the situation on day-to-day basis &taking all the Measures to rationalise the costs.

The unprecedented nature of the pandemic makes the future business environmentuncertain however we will continue to carry out the impact assessment on our assets andclosely monitor any material changes to future economic conditions.

AUDITORS

Pursuant to the provision of the Section 139 of the Act and the rules framed thereunder M/s. Kalyaniwalla & Mistry LLP Chartered Accountants (FRN No. 104607W/W100166) were appointed as statutory auditors of the Company from the conclusion of theNineteenth Annual General Meeting (AGM) of the Company held on September 22 2017conclusion of the Twenty Fourth Annual General Meeting of the Company to be held in theyear 2022. 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'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 Practicing Company Secretaries was appointed to undertake theSecretarial Audit. The Report of the Secretarial Audit for the year ended 31stMarch 2020 is attached to the Directors' Report.

The Secretarial auditors' report does contain remarks on amount not spent on CorporateSocial Responsibility. The management believes that Company will identify suitable partnerfor 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 spent the required amount on CSR asCompany is not able to identify any suitable partner for this purpose.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:

All contracts / arrangements / transactions entered by the

Company during the financial year with the related parties were in the ordinary courseof business and on an arm's length basis. All related party transactions attractingcompliance under Section 188 and/or Regulation 25 and other applicable regulations ofSecurities and Exchange Board of India (Listing Obligations and Disclosures Requirements)Regulations 2015 are placed before the Audit Committee as also before the Board forapproval. Prior omnibus approval of the Audit Committee is also sought for transactionwhich are of a foreseen and repetitive nature. There are no materially significant partytransactions made by the Company which may have a potential conflict with the interest ofthe 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 attached to this report as"Annexure D". The policy on materiality of related party transactions anddealing with related party transactions as approved by the Board. Your Directors drawattention of the members to Note 44 to the financial statement which sets out relatedparty disclosure.

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 here under

(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 placefor 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.

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 300.30. No provision has been made by the Company in respect ofsuch 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 financialcontrols with reference to the financial statements. The Audit Committee of the Boardreviews the internal control systems the adequacy findings of internal audit function andsignificant with 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.

SEXUAL HARASSMENT

Your Company's emphasis is to provide a Safe Workplace for its employees. During theyear ending 31.03.2020 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. 3112207822/- (previous year INR. 3066791614/-) inforeign exchange during the year. The foreign exchange outgoes amount to INR.2311562399/-- (previous year INR. 2378112343/-)

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 mobilizing variousforward bases. Your Directors look forward to their continued support in the future.

For and on behalf of the Board

Dr. Gautam Sen

Independent Director

Lt. Gen. SJS Saighal (Retd

Chairman

Date: - August 21 2020

Place: - Mumbai

.