Directors' report The Directors are pleased to present the Seventeenth Annual Report of the Company and audited accounts of the Company for the year ended 31st March, 2015. OPERATION REVIEW: The financial year 2014-2015 has been very successful and important year for the Company. The Company's business delivered record earnings in a year. During the year under review, your Company achieved Service Income of Rs.33,463.85 Lacs as compared to Rs. 33,012.57 Lacs of previous Financial Year, an increase of 4.40%. Total Income of the Financial Year 2014-15 (including Operational and other Income) also increased to Rs. 35,631.47 Lacs from Rs. 33,662.32 Lacs, an increase of 5.85 % over the last Financial Year. The EBIDTA has increased to Rs. 7,917.02 Lacs (22.97% of the Service Income) from Rs. 5,933.65 Lacs (17.97% of the Service Income) of previous year, an increase of 33.43 % over the last Financial Year. After considering Interest, Depreciation and Foreign Exchange (Loss)/Gain and an Exceptional Item, the Company has Profit Before Tax of Rs. 4173.95 Lacs for the current year as against Profit of Rs. 889.30 Lacs in the previous year an increase of 369.35% over the last Financial Year. The net Profit after tax was Rs. 2312.26 Lacs for the current year as against Profit of Rs. 549.15 Lacs an increase of 321.07% over the last Financial Year. 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 2014-2015. AMOUNT PROPOSED TO BE CARRIED TO RESERVES The company proposes to carry Rs. 56,73,531/- 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 independent directors have submitted their disclosure to the Board that they fulfill 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 Clause 49 of the Listing Agreement. The Board confirms that the said independent directors meet the criteria as laid down under the Companies Act, 2013 and clause 49 of the Listing Agreement. The independent Directors had a separate meeting on 10th February, 2015. 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. POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION AND OTHER DETAILS The Company's 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. 28 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, 2015 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 ("SEBI") under clause 49 of the Listing Agreements ("Clause 49"). 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. 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, GUARANTEES 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 arm's length basis. All related party transactions attracting compliance under Section 188 and/or Clause 49 of the Listing Agreement 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. 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 company's 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 Pursuant to the provision of the Section 139 of the Act and the rules framed thereunder, M/s. B S R & Co. LLP, Chartered Accountants, were appointed as statutory auditors of the Company from the conclusion of the sixteenth annual general meeting (AGM) of the Company held on September 26, 2014 till the conclusion of the nineteenth annual general meeting (AGM) of the Company to be held in the year 2017, subject to ratification of their appointment at every AGM. The auditors' report does not contain any qualification, reservation or adverse remarks . SECRETARIAL AUDITORS'S 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. Martinho Ferrao & Associates, Company Secretaries was appointed to undertake the Secretarial Audit. The Report of the Secretarial Audit for the year ended 31st March, 2015 is attached to the Directors' Report. The Secretarial auditors' report does contain only one remark on non 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 regarding appointment of women director. 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 average net profit of the Company during the three preceding year is negative, so company has spent NIL amount on CSR activities. 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 Clause 49 of the Listing Agreement. A Certificate from the Practicing Company Secretary regarding compliance of Corporate Governance as stipulated in Clause 49 of the Listing Agreement forms a part of this Annual Report. SIGNIFICIANT 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 relate 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 Company's 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. VIGIL MECHANISM POLICY The Company has a vigil mechanism policy 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. 2,268,866,109/- (previous year Rs. 2,118,223,606/-) in foreign exchange during the year. The foreign exchange outgoes amount to Rs. 1,118,604,464/-(previous year Rs. 1,208,218,228/-) 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 Company's 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 Company's 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. For and on behalf of the Board Lt. Gen. (Retd.) SJS Saighal Chairman Dr. Gautam Sen Independent Director Date:- 26th May, 2015 Place:- Mumbai |