The Directors are pleased to present the Twenty Fourth Annual Report of the Company and audited accounts of the Company for the year ended 31st March, 2022.
(Rs. in Lacs)
|Particulars||Year ended 31st March, 2022||Year ended 31st March, 2021|
|Profit before interest, epreciation, amortisation of expenses, exceptional items and Tax||8,656.79||5,532.32|
|Less: Depreciation (Net)||7,836.41||8,303.56|
|(Loss) for the year before Tax and Exceptional Item||-767.25||-4,548.16|
|Loss before tax||-767.25||-4,548.16|
|Loss for the period||-544.32||-2,927.67|
|Other Comprehensive Income||-190.87||-201.20|
|Total Comprehensive Income for the period||-735.19||-3,128.87|
During the year under review, your Company achieved Service Income of INR. 33,206.87 Lakhs as compared to INR. 29,533.00 Lakhs of previous Financial Year. Total Income of INR 37,305.33 Lakhs compared to INR 32,584.79 Lakhs.
The EBIDTA was INR 8.656.79 Lakhs for current year ( 26.07 % of the Service Income) as against of INR 5,532.32 Lakhs (18.73 % of the Service Income).
After considering Interest, Depreciation and Foreign Exchange (Loss)/Gain, an Exceptional Item and Prior Period Items, the Company has Loss Before Tax of INR. 767.25 Lakhs for the current year as against Loss Before Tax of INR 4,548.16 Lakhs in the previous year. After considering Tax expenses the Company has Loss After Tax of 544.32 Lakhs for the current year as against Loss After Tax of INR 2,927.67 Lakhs. Total Comprehensive Loss for the period was INR 735.19 Lakhs for the current year as against Loss of Rs. INR. 3,128.87 Lakhs in the previous year.
The Board of Directors regret inability to declare dividend in view of loss incurred during the year.
The Company has received a communication from the holder of the 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 INR 2,642.68 Lakhs to reserves.
In accordance with the provisions of the Companies Act, 2013, Lt. Gen. Sarab Jot Singh Saighal (Retd.) 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 and Women Non-Executive Director.
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 14th February, 2022.
A Familiarization programme was prepared and presented by the Company about roles, rights and responsibilities of Independent Directors in the Company, nature of industry in which 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, 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 2021-2022.
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
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.
KEY MANAGERIAL PERSONNEL (KMP)
As on 31st March, 2022, details of Key Managerial Personnel under the Companies Act, 2013 are given below:
|SR. No. NAME OF THE PERSON||DESIGNATION|
|1 Lt. Gen. SJS Saighal (Retd.)||Chairman|
|2 Mr. Ashvin Bhatt||Chief Financial Officer|
|3. Mr. Raakesh D. Soni||Company Secretary|
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. 51 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, 2022 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.
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 nonexecutive 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.
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
Due to the Covid 19 pandemic, the operations of the Company have been materially impacted despite the services of the Company being provided to Oil & Gas sector and State Governments being classified under essential services. Services provided to religious tourism continue to be affected during the year ended March 31, 2022.
The Company has enough working capital facilities and liquidity as of March 31,2022, to meet all its regular expenses and other financial obligations.
Despite the unprecedented nature of the pandemic, the situation is improving gradually and Management is continuously assessing the situation to ascertain the impact on the Companys operations.
The shareholders at their 19th Annual General Meeting held on 22nd September, 2017 approved appointment of Messrs. Kalyaniwalla & Mistry LLP, Chartered Accountants, (FRN No. 104607 W/ W100166) as Statutory Auditor of the Company for their first term of 5 years till the conclusion of 24th Annual General Meeting ("AGM") to be held in the calendar year 2022.
The Audit Committee and the Board of Directors at their respective meeting held on 30th May, 2022, subject to approval of the Shareholders, have approved re-appointment of Messrs Kalyaniwalla & Mistry LLP as Statutory Auditors of the Company for a period of five years commencing from the conclusion of 24th AGM to be held in the calendar year 2022 until the conclusion of the 29th Annual General Meeting to be held in the calendar year 2027 at such a 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 Messrs 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 is of the opinion that continuation of Messrs Kalyaniwalla & Mistry LLP, Chartered Accountants, will be in the best interest of the Company and therefore, the members are requested to consider their re-appointment as Statutory Auditors of the Company for a term of five years from the conclusion of the ensuing Annual General Meeting till the conclusion of Annual General Meeting to be held in the calendar year 2027.
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 AUDITORSS 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, Practicing Company Secretaries was appointed to undertake the Secretarial Audit. The Report of the Secretarial Audit for the year ended 31st March, 2022 is attached to the Directors Report.
The Secretarial auditors report does contain remark for not having at least six directors on the Board. The management believes that Company will get the security clearance from the Ministry of Home Affairs through the Ministry of Civil Aviation which is mandatory pre-condition for appointment of any director to the Company.
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 spent INR 4.50 Lakhs as required under CSR and Company has transferred INR 28.95 Lakhs to Unspent Corporate Social Responsibility Account - 2020-2021 on 29th April, 2022.
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 attached to this report as "Annexure D ".
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 42 to the financial statement which sets out related party disclosure.
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
CHANGES IN SHARE CAPITAL
There was no change in the Share Capital of the Company during the year under review.
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.
REMARKS OF THE AUDITORS
Reference is drawn to notes on basis for qualified opinion and note 39 to the financial statements, a customer has disputed service tax levied by the Company on reimbursement of expenses aggregating Rs 333.10. 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.
Your Companys emphasis is to provide a Safe Workplace for its employees. During the year ending 31.03.2022, neither any complaint of sexual harassment had been filed nor any complaint 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. 202,03,46,755/- (previous year INR. 189,65,28,373/-) in foreign exchange during the year. The foreign exchange outgoes amount to INR. 153,19,73,285/- (previous year INR. 1,78,76,76,380/-)
Your Company has not accepted any deposits from the public under Chapter V of the Companies Act, 2013.
• The Directors have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards and that such systems are adequate and operating effectively.
• No fraud has been reported during the audit conducted by the Statutory Auditors, Secretarial Auditors and Cost Auditors of the Company.
• During the year, no revision was made in the previous financial statement of the Company.
• During the year, the Company has not made any application under Insolvency and Bankruptcy Code, 2016 (IBC).
• During the year, the Company has not made any onetime settlement for loans taken from the Banks or Financial Institutions, and hence the details of difference between amount of the valuation done at the time of onetime settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof is not applicable.
• For the financial year ended on 31st March, 2022, the Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
• No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Companys operation in future.
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.
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 mobilizing various forward bases. Your Directors look forward to their continued support in the future.
|For and on behalf of the Board|
|Lt. Gen. SJS Saighal (Retd.)||Dr. Gautam Sen|
|Date: - May 30, 2022|
|Place: - Mumbai|
Particulars of employees Annexure - A
The information required under Section 197 of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of 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.) Sarab Jot Singh Saighal||4.49|
b. The percentage increase / (decrease) 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||% decrease in remuneration in the financial year|
|Lt. Gen. (Retd.) SJS Saighal||-1.79%|
|Mr. Ashvin Bhatt||1.75%|
|Mr. Raakesh D. Soni||-3.42%|
c. The percentage increase in the median remuneration of employees in the financial year: 17.53%
d. The number of permanent employees on the rolls of Company: Over 400
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. 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, 2022||March 31,2021||% Change|
|Market Capitalisation (Rs Lacs )||6,349.00||5,474.00||15.98|
|Price Earnings Ratio||( 3.89)||(20.91)||-|
g. 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, 2022||October 6, 2006 (IPO)||% Change*|
|Market Price (BSE)||45.35||185.00||(0.75)|
|Market Price (NSE)||45.35||185.00||(0.75)|
h. 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 decrease made in the salaries of total eligible employees other than the Key Managerial Personnel for FY 21-22 is 17.53 percent, while the average increase in the remuneration of the Key Managerial Personnel is 1.13 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.
i. Comparison of each remuneration of the key managerial personnel against the performance of the Company:
(INR in Lakhs)
|Lt. Gen. Sarab Jot Singh Saighal (Retd.) - Chairman||Mr. Ashvin Bhatt - Chief Financial Officer||Mr. Raakesh Soni - Company Secretary|
|Remuneration in FY21 -22 (Rs Lacs )||24.75||87.88||32.77|
|Revenue (Rs Lacs )||37,305.33|
|Revenue (Rs Lacs )Remuneration as % of revenue||0.06||0.23||0.08|
j. The key parameters for any variable component of remuneration availed by the directors:
k. 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:
l. 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.
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