Global Vectra Helicorp Ltd Directors Report.

The Directors are pleased to present the Nineteenth Annual Report of the Company and audited accounts of the Company for the year ended 31st March, 2017.

FINANCIAL PERFORMANCE

(Rs. in Lakhs)

Particulars Year ended Year ended

Service Income 37,198.66 35,701.63
Other Operating Income 96.68 36.59
Income from operations 37,295.34 35,738.22
Other Income 1,094.48 3,430.28
Total Income 38,389.83 39,168.50
Profit before interest, depreciation, amortisation of expenses, exceptional items and Tax 8,471.65 8,456.88
Less: Interest 1,473.32 1,506.58
Less: Depreciation (Net) 3,423.89 3,046.23
Profit for the year before Tax and Exceptional Item 3,574.45 3,904.07
Exceptional Items 0 (1,338.07)
Profit before prior period items and tax 3,574.45 2,566.00
Prior Period Items 335.43 0
Profit for the year after exceptional items, prior period items and before Tax 3,239.01 2,566.00
Less: Income Tax - Current Tax 0 118.71
- Deferred Tax 1,020.30 1,156.66
Profit after tax 2,218.71 1,290.63

OPERATION REVIEW:

During the year under review, your Company achieved Service Income of Rs. 37,198.66 Lakhs as compared to Rs. 35,701.63 Lakhs of previous Financial Year, an increase of 4.19%. Income from operations also increased to Rs. 37,295.34 Lakhs as compare to Rs. 35,738.22 of the previous Financial Year, an increase of 4.36%. Total Income of the Financial Year 2016-17 (including Operational and other Income) reduced to Rs. 38,389.83 Lakhs from Rs. 39,168.50 Lakhs, a decrease of 1.99 % over the last Financial Year.

The EBIDTA has increased to Rs. 8,471.65 Lakhs (22.77% of the Service Income) from Rs. 8,456.88 Lakhs (23.69% of the Service Income) of previous year, an increase of 0.17% over the last Financial Year.

After considering Interest, Depreciation and Foreign Exchange (Loss)/Gain, an Exceptional Item and Prior Period Items, the Company has Profit Before Tax of Rs. 3,239.01 Lakhs for the current year as against Profit of Rs. 2,566.00 Lakhs in the previous year, an increase of 26.23%. The net Profit after tax was Rs. 2,218.71 Lakhs for the current year as against Profit of Rs. 1,290.63 Lakhs in the previous year, an increase of 71.91 %..

DIVIDEND:

In order to conserve resources for future growth and expansion projects of the Company, the 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 Cumulative Redeemable Preference Shareholder that they have waived off the cumulative preference share dividends of the current year, no provision has been made for 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. 300,362,215/- to reserves. DIRECTORS

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

The Board of Directors consists of the Chairman and Three Independent Directors. The Board of Directors of the Company duly constituted with proper balance of Executive Director and Independent Directors except for appointment of women director to be appointed as per section 149(1) of the Companies Act, 2013 and Regulation 17(1)(a) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Company is awaiting approval from the Ministry of Home Affairs through the Ministry of Civil Aviation for appointment of Women Director. The management believes that Company will get the security clearance from the Ministry of Home Affairs through the Ministry of Civil Aviation

The independent directors have submitted their disclosure to the Board that they fulfil all the requirements as to qualify for their appointment as an Independent Director under the provisions of section 149 of the Companies Act, 2013 and Regulation 25 and other applicable regulations of Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations 2015. The Board confirms that the said independent directors 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 Disclosure Requirements) Regulations 2015. The independent Directors had a separate meeting on 10th February, 2017.

DIRECTORS RESPONSIBILITY STATEMENT

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

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

b) The directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial 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 of adequate accounting records in accordance with the provisions of this Act for safeguarding the 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 the company and that such internal financials controls are adequate and were operating effectively.

f) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors and external consultants, including audit of internal financial controls over financial reporting by the statutory auditors, and the reviews performed by management and the relevant board committees, including the audit committee, the board is of the opinion that the Companys internal financial controls were adequate and effective during Financial Year 2016-17

POLICY ON DIRECTORS APPOINTMENT AND

REMUNERATION AND OTHER DETAILS

The Companys policy on directors appointment and remuneration and other matters provided in Section 178 (3) of the Act has been disclosed in the directors report and corporate 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, forms part of the Directors Report and have not been attached. However, in terms of the first proviso to Section 136 (1) the particulars referred above are available for inspection at our office during the business hours on working days, upto the date of ensuing Annual General Meeting. Any shareholder interested in obtaining a copy of the same may write to Company Secretary.

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial 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 details please 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 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, 2017 pursuant 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 the Companies Act, 2013 is attached to the Directors Report. BOARD EVALUATION

The board of directors has carried out an annual evaluation of its own performance, Board Committee and individual directors pursuant to the provisions of the Act and corporate 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 all the directors on the basis of the criteria such as the Board composition and structure, effectiveness of board process, information and functioning etc.

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

The Board and the Nomination and Remuneration Committee ("NRC") reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the Board and committee meetings like preparedness on the issue to be discussed, meaningful and constructive contribution and inputs in meeting etc. In addition, the Chairman was also evaluated on the key aspects of his role.

In a separate meeting of Independent Directors, performance of the Chairman was evaluated, taking into the views of non-executive directors. The same was discussed in the board meeting that followed the meeting of the independent directors, at which the performance 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 or security provided pursuant to requirements 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 financial year with the related parties were in the ordinary course of business and on an arms length basis. All related party transactions attracting compliance under Section 188 and/or Regulation 25 and other applicable regulations of Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations 2015 are placed before the Audit Committee as also before the Board for approval. Prior omnibus approval of the Audit Committee is also sought for transaction which are of a foreseen and repetitive nature. There are no materially significant related party transactions made by the 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 section 134(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 party transactions as approved by the Board.

Your Directors draw attention of the members to Note 29 to the financial 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 with stability and to promote a pro-active approach in reporting, evaluating and resolving risks associated with the business. In order to achieve the key objective, the policy establishes a structured and disciplined approach to Risk Management, in order to guide decisions on risk related issues. The specific objectives of the Risk Management Policy are:

1. To ensure that all the current and future material risk exposures of the company are identified, assessed, quantified, appropriately mitigated, minimized and managed

i.e. to ensure adequate systems for risk management.

2. To establish a framework for the companys risk management process and to ensure its implementation.

3. To enable compliance with appropriate regulations, wherever applicable, through the adoption 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 is mandatory to rotate the Statutory Auditors on completion of term including the transition period permitted under the said section.

M/s. B S R & Co. LLP, Chartered Accountants have held office as Statutory Auditor of the Company from the conclusion of the 7th AGM i.e. from 30th September, 2005. Pursuant to section 139(2) of the Companies Act, 2013 read with Rules framed thereunder, M/s. B S R & Co. LLP, Chartered Accountants have completed a period of more than 10 years on the commencement of the Companies Act, 2013 and have completed the transition 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 of Statutory Auditors up to the conclusion of the forthcoming 19th Annual General Meeting. Accordingly, the Board of Directors, based on the recommendation of Audit Committee and subject to approval of the Shareholders at the ensuing 19th Annual General Meeting, has proposed 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 years from the conclusion of the 19th Annual General Meeting till the conclusion of the 24th Annual General Meeting to be held in the calendar year 2022 (subject to ratification of their appointment at every AGM), to conduct the audit of the Accounts of the Company, at such remuneration as may be mutually agreed upon between the Board of Directors of the Company 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 appointment if made, would be in accordance with the provision of Section 139 and that they satisfy the criteria provided in section 141 of the Companies Act, 2013 read with Rules framed thereunder.

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 the Company. The observations of the Auditors in their report read with the relevant to accounts are self explanatory and further explanation has been given under Remarks of the Auditors.

SECRETARIAL AUDITORS REPORT

Pursuant to the provisions of the Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, M/s. Ferrao MSR & Associates, Practising Company Secretaries was appointed to undertake the Secretarial Audit. The Report of the Secretarial Audit for the year ended 31st March, 2017 is attached to the Directors Report.

The Secretarial auditors report does contain remarks on nonappointment of women directors and on amount not spent on Corporate Social Responsibility. The management believes that Company will get the security clearance from the Ministry of Civil Aviation regarding appointment of women director and Company will identify suitable partner for CSR purpose.

CORPORATE SOCIAL RESPONSIBILITY

The Corporate Social Responsibility Committee has formulated and recommended to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, which has been approved by the Board. The CSR Policy is available on the website of the Company. The Company would also undertake other need based initiatives in compliance with Schedule VII of the act. The Annual Report on CSR activities in enclosed as Annexure C. During the financial year, the company has not spent the required amount on CSR as Company is not able to identify 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 the Companies (Accounts) Rules, 2014, details on conservation of energy and related issues is provided hereunder

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

(ii) The steps taken by the company for utilizing alternative sources of energy are given 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 in Regulation 27 and other applicable Regulations of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 except for appointment of woman director to be appointed as per section 149(1) of the Companies Act 2013 and Regulation 17(1)(a) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The management believes that Company will get the security clearance from the Ministry of Home Affairs through the Ministry of Civil Aviation regarding appointment of women director. A Certificate from the Practising Company Secretary regarding compliance of Corporate Governance as stipulated in Regulation 27 and other applicable Regulations of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,2015 forms a part of this Annual Report. REMARKS OF THE AUDITORS

Reference is drawn to notes on basis for qualified opinion and note 38 to the financial statements, a customer has disputed service tax levied by the Company on reimbursement of expenses aggregating Rs 26,441,650. No provision has been made by the Company in respect of such outstanding as required by the accounting policies of the Company. The management believes 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 between the end of the financial years to which this financial statement relates and the date of this report. INTERNAL FINANCIAL CONTROL

The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Companys 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 disclosures.

The Company has in place adequate internal financial controls with reference to the financial statements. The Audit Committee of the Board reviews the internal control systems, the adequacy of internal audit function and significant internal audit findings 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 of fraud and mismanagement, if any. The vigil mechanism policy is uploaded on the website of the Company.

SEXUAL HARASSMENT

During the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace, (Prevention, Prohibition and Redressal) Act, 2013 FOREIGN EXCHANGE EARNING AND OUTGO

The Company earned Rs. 2,530,794,364/- (previous year Rs. 2,476,726,890/-) in foreign exchange during the year. The foreign exchange outgoes amount to Rs. 1,409,824,421 /- (previous year Rs. 1,321,594,142/-)

FIXED DEPOSITS

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

INSURANCE

The Helicopters fleet and insurable interest of your Company like Building, Hangar, Plant and Machinery, Furniture and Fixture, Stocks, Computers, Vehicles etc., are properly insured. ACKNOWLEDGEMENTS

Your Directors thank the Companys clients, vendors, investors and bankers for their continued support during the year. Your Directors place on record their appreciation of the contribution made by employees at all levels. Your Companys consistent growth was made possible by their hard work, solidarity and support. Your directors also thank the Governments of Andhra Pradesh, Arunachal Pradesh, Delhi, Gujarat, Maharashtra, Nagaland, Orissa, and Pondicherry for the patronage extended to your Company in mobilising various forward 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 the Companies (Appointment and Remuneration ol Managerial Personnel) Rules, 2014 are given below:

a. The ratio of the remuneration of each director to the median remuneration of the employees 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 officer, chief 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 financial year: - 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 and Company performance:

In order to ensure that remuneration reflects Company performance, the performance pay is also linked to organization performance, apart from an Individuals performance.

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

Aggregate remuneration of key managerial personnel (KMP) in FY17 (Rs. Lakhs) 196.82
Revenue (Rs. Lakhs) 37,295.34
Remuneration of KMPs (as % of revenue) 0.53
Profit before Tax (PBT) (Rs. Lakhs) 3,239.01
Remuneration of KMP (as % of PBT) 6.08

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

Particulars March 31, 2017 March 31, 2016 %

Change

Market Capitalisation (Rs. Lakhs) 16,093.00 11,816.00 36.20
Price Earnings Ratio 15.85 9.22 71.90

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

Particulars March 31, 2017 October 6, 2006 (IPO) %

Change*

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 the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:

The average percentage increase made in the salaries of total eligible employees other than the Key Managerial Personnel for FY 2017 is -0.59 percent, while the average increase in the remuneration of the Key Managerial Personnel is 6.81 percent. This increment is in line with the factors more particularly described in the Policy for Remuneration of the Directors and the Policy on remuneration of Key Managerial Personnel and Employees which forms part of the directors report

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

(Rs. in Lakhs)

Lt. Gen. (Retd.) SJS Saighal - Chairman Mr. Anthony James Baker, Chief Executive Officer Mr.

Ashvin

Bhatt

Chief

Financial

Officer

Mr.

Raakesh

Soni

Company

Secretary

Remuneration in FY17 (Rs. Lakhs) 27.00 71.96 75.18 22.68
Revenue (Rs. Lakhs)

37,295.34

Revenue (Rs. Lakhs) Remuneration as % of revenue 0.07 0.19 0.20 0.06
Profit before Tax (PBT)

3,239.01

Remuneration (as % of PBT) 0.83 2.22 2.32 0.70

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

Not Applicable

l. The ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during 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.