The Directors are pleased to present the Twenty Fifth Annual Report of
the Company
and audited accounts of the Company for the year ended 31st
March, 2023.
FINANCIAL PERFORMANCE
(Rs. in Lacs)
| Particulars |
Year ended 31st March, 2023 |
Year ended 31st March, 2022
(Restated) |
| Service Income |
41,111.73 |
33,523.12 |
| Other Income |
3,648.31 |
4,067.58 |
| Total Income |
44,760.04 |
37,590.70 |
| Profit before interest, depreciation, amortisation of
expenses, exceptional items and Tax |
7,789.83 |
8,993.51 |
| Less: Interest |
2,090.38 |
1,676.51 |
| Less: Depreciation (Net) |
7,540.83 |
8,006.17 |
| Profit / (Loss) for the year before Tax and Exceptional Item |
-1,841.38 |
-689.17 |
| Loss before tax |
-1,841.38 |
-689.17 |
| Tax Expenses |
178.69 |
195.64 |
| Loss for the period |
-1,662.69 |
-493.53 |
| Other Comprehensive Income |
378.82 |
-190.87 |
| Total Comprehensive Income for the period |
-1,283.87 |
-684.40 |
OPERATION REVIEW:
During the year under review, your Company achieved Service Income of
INR.41,111.73 Lakhs as compared to INR. 33,523.12 Lakhs of previous Financial Year. Total
Income of INR 44,760.04 Lakhs compared to INR 37,590.70 Lakhs.
The EBIDTA was INR 7,789.83Lakhs for current year (18.94% of the
Service Income) as against of INR 8,993.51 Lakhs (26.82 % 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.1,841.38 Lakhs for the current year as against Loss Before Tax of INR 689.17 Lakhs
in the previous year. After considering Tax expenses the Company has Loss After Tax of
1,662.69 Lakhs for the current year as against Loss After Tax of INR 493.53 Lakhs. Total
Comprehensive Loss for the period was INR 1,283.87 Lakhs for the current year as against
Loss of Rs. INR. 684.40 Lakhs in the previous year.
DIVIDEND:
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.
TRANSFER TO RESERVES
No amount has been transferred to general reserves for the Financial
Year ended March 31,2023.
DIRECTORS
In accordance with the provisions of the Companies Act, 2013, Ms. Rati
Rishi retires by rotation in the forthcoming Annual General Meeting and being eligible
offer herself for reappointment.
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, 2023.
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 2022-2023.
MEETINGS OF THE BOARD OF DIRECTORS
The Board meets at regular intervals to discuss and decide on the
Companys performance and strategies. During the Financial year under review, 4 (Four)
Board meetings were held.
For details of meetings of the Board, please refer to the Corporate
Governance Report, which is a part of this Annual Report.
All the information that is required to be made available to the
Directors in terms of the provisions of the Act and the SEBI Listing Regulations, so far
as applicable to the Company, is made available to the Board.
POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION AND OTHER DETAILS
The policy of the Company on directors appointment and remuneration,
including the criteria for determining qualifications, positive attributes, independence
of a director and other matters, as required under sub-section (3) of Section 178 of the
Companies Act, 2013, is available on our website, at
https://www.globalhelicorp.com/home/corporate governance/ / Terms and conditions
Appointment
DECLARATION BY INDEPENDENT DIRECTORS
The Company has received necessary declaration from each independent
director under Section 149(7) of the Companies Act, 2013, that he / she meets the criteria
of independence laid down in Section 149(6), Code for independent directors of the
Companies Act, 2013 and of the Listing Regulations
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.
KEY MANAGERIAL PERSONNEL (KMP)
As on 31st March, 2023, details of Key Managerial Personnel under the
Companies Act, 2013 are given below:
| SR. No. |
NAME OF THE PERSON |
DESIGNATION |
| 1 |
Lt. Gen. Sarab Jot Singh 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. 36 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.
ANNUAL RETURN
In terms of the provisions of Section 92(3) and Section 134 (3) (a) of
the Act read with Rule 11 of the Companies (Management and Administration) Rules, 2014,
the Annual Return of the Company for the Financial Year 2021-22 in the prescribed Form No.
MGT-7 is available on the Companys website at https://
www.globalhelicorp.com/home/corporate governance/ Annual Return
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 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 AUDITORS
The shareholders at their 24th Annual General Meeting held
on 29th September, 2022 approved appointment of Messrs. Kalyaniwalla &
Mistry LLP, Chartered Accountants, (FRN No. 104607 W/ W100166) as Statutory Auditor of the
Company for their second term of 5 years till the conclusion of 29th Annual
General Meeting ("AGM") to be held in the calendar year 2027. 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 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, 2023 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 28.95 Lakhs as
required under CSR which has been transferred on 29th April, 2022 to Unspent
Corporate Social Responsibility Account - 2020-2021 in compliance of law.
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 41 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.
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.
REMARKS OF THE AUDITORS
Reference is drawn to note on the basis of qualified opinion and note
53 to the financial statements, during the current year, the Management became aware of a
Lease Amendment Side Letter dated November 23, 2018, and Lease Amendment No. 1, between
the Lessor on the one hand and the Company as a Lessee on the other, as well as an
Amendment No. 2 to Aircraft Lease Agreements dated October 31, 2021, which were entered
into by a senior personnel of the Company, who is no longer in the services of the
Company, without sharing the amended agreements with the Management.
The lease accounting impact due to Amendment No. 2 to Aircraft Lease
Agreement dated October 31, 2021, has been given effect to in these Ind-AS Financial
Statements and the figures of the previous year have been restated to give effect to the
terms and conditions stipulated in the said Amendment No. 2 to Aircraft Lease Agreement.
In the absence of documentary evidence in respect of the said Lease
Amendment Side Letter dated November 23, 2018, and Lease Amendment No. 1, we are unable to
comment on the financial implications, if any, on the Ind-AS Financial Statements of the
Company for the year ended March 31, 2023, as well as the previous year.
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
Your Companys emphasis is to provide a Safe Workplace for its
employees. During the year ending 31.03.2023, 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. INR. 228,52,44,946/- (previous year INR.
202,03,46,755/- ) in foreign exchange during the year. The foreign exchange outgoes amount
to INR. 190,53,40,251/- (previous year INR. 153,19,73,285/-)
FIXED DEPOSITS
Your Company has not accepted any deposits from the public under
Chapter V of the Companies Act, 2013.
GENERAL
• 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.
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 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 |
| Chairman |
Independent Director |
| Date: - May 30, 2023 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 |
4.34 |
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 |
% Increase in remuneration in the financial
year |
| Lt. Gen. (Retd.) SJS Saighal |
9.09% |
| Mr. Ashvin Bhatt |
19.24% |
| Mr. Raakesh D. Soni |
23.62% |
c. The percentage increase in the median remuneration of employees in
the financial year: 13.02%
d. The number of permanent employees on the rolls of Company: 389
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, 2023 |
March 31,2022 |
% Change |
| Market Capitalisation ( Lacs ) |
7,378.00 |
6,349.00 |
16.21 |
| Price Earnings Ratio |
(11.88) |
( 3.89) |
- |
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, 2023 |
October 6, 2006 (IPO) |
% Change* |
| Market Price (BSE) |
52.35 |
185.00 |
(0.72) |
| Market Price (NSE) |
52.70 |
185.00 |
(0.72) |
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 increase made in the salaries of total eligible
employees other than the Key Managerial Personnel for FY 22-23 is 13.02 percent, while the
average increase in the remuneration of the Key Managerial Personnel is 17.32 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 FY22 -23 ( Lacs ) |
27.00 |
104.79 |
40.51 |
| Revenue ( Lacs ) |
44,760.04 |
|
|
| Revenue ( Lacs) Remuneration as % of revenue |
0.06 |
0.23 |
0.09 |
j. The key parameters for any variable component of remuneration
availed by the directors:
Not Applicable
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:
0.0036.
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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