Global Vectra Helicorp : Annual Report 2022-2023 Download in

GlobalVectraHelicorpLimited

SAFE, EFFICIENT, RELIABLE

ANNUAL REPORT 2022-2023

GlobalVectraHelicorpLimited

BOARD OF DIRECTORS Lt. Gen. SJS Saighal (Retd.) (Chairman)

Ms. Rati Rishi (Non-Executive Director) Dr. Gautam Sen (Independent Director)

Maj. Gen. Gurdial Singh Hundal (Retd.) (Independent Director)

Dr. Chandrathil Gouri Krishnadas Nair (Independent Director)

COMPANY SECRETARY

Mr. Raakesh D. Soni

AUDITORS

Kalyaniwalla & Mistry LLP

Chartered Accountants

BANKERS

IndusInd Bank Limited

REGISTERED OFFICE

A-54, Kailash Colony,

New Delhi - 110 048

Tel. No.:-91-11-4643 3300

Fax No.:-91-11-2923 1901

CORPORATE OFFICE

Hangar No.- C-He / Hf,

Airports Authority of India,

Civil Aerodrome, Juhu,

Mumbai - 400 056

Tel. No.:-91-22-6140 9200

Fax No.:-91-22-6140 9253

REGISTRAR & TRANSFER AGENTS

Link Intime India Private Limited

C -101, 247 Park, L.B.S Marg,

Vikhroli (West),

Mumbai - 400 083

Tel No.: - +91 - 022 - 4918 6000

CONTENTS	Page
	No.
Notice	1
Directors' Report	8
Management Discussion and Analysis Report	13
Report on Corporate Governance	36
Independent Auditors' Report	46
Balance Sheet	56
Profit and Loss Account	57
Cash Flow Statement	59
Notes to the Financial Statements	61

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GlobalVectraHelicorpLimited

NOTICE

The Twenty Fifth ANNUAL GENERAL MEETING of the Global Vectra Helicorp Limited will be held on the Friday, 29th day of September, 2023 at 1.30 P.M. IST through Video Conferencing ("VC") / Other Audio Visual Means ( "OAVM" ) ("hereinafter referred to as "electronic mode") to transact the following business:

ORDINARY BUSINESS:

1. To receive, consider and adopt the Audited Profit and
   Loss Account for the year ended 31st March, 2023 and the Balance Sheet as at that date together with the Report of the Directors and the Auditors thereon.
2. To appoint a Director in place of Ms. Rati Rishi, who retires by rotation and is eligible for re-appointment.

SPECIAL BUSINESS:

3. To consider and if thought fit, to pass, with or without modifications, the following resolution as a Special

Resolution:-

RESOLVED THAT pursuant to the provisions of Sections 149, 150, 152 and any other applicable provisions of the Companies Act, 2013 ("Act") and the Companies

(Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force) read with Schedule IV to the Act, and subject to approval of Ministry of Home

Affairs through the Ministry of Civil Aviation and Regulation

16(1)(b), 17(1A) and other applicable regulations of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time, on the recommendation of the Nomination & Remuneration Committee and approval of the Board of Directors for appointment of Lt. Gen. Baldev Singh Pawar (Retd.) - (DIN: 10305913), as an Additional Director in the capacity of an Independent Director of the Company w.e.f. September 04, 2023, who has submitted a declaration that he meets the criteria for independence as provided under Section 149(6) of the Act and Regulation 16(1) (b) of the Listing Regulations and is eligible for appointment, and in respect of whom the Company has received a notice in writing in terms of Section 160(1) of the Act and who holds office as such up to the date of ensuing Annual General Meeting, be and is hereby, appointed as a Non-Executive Independent Director of the Company who has attended age of 75 years to hold office for a period of five years with effect from

September 04, 2023 till September 3, 2028 not liable to retire by rotation, ."

RESOLVED FURTHER THAT any Director or the Company Secretary of the Company or such other person as appointed by Board be and is hereby authorised to do all acts, deeds and things including filings and take steps as may be deemed necessary, proper or expedient to give effect to this Resolution and matters incidental thereto".

4. To consider and if thought fit, to pass, with or without modifications, the following resolution as a Special

Resolution:-

RESOLVED THAT pursuant to the provisions of Sections 149, 150, 152 and any other applicable provisions of the Companies Act, 2013 ("Act") and the Companies

(Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force) read with Schedule IV to the Act, and subject to approval of Ministry of Home

Affairs through the Ministry of Civil Aviation and Regulation

16(1)(b), 17(1A) and other applicable regulations of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time, on the recommendation of the Nomination & Remuneration Committee and approval of the Board of Directors for appointment of Lt. Gen. Manjinder Singh Buttar (Retd.) - (DIN: 07494082), as an Additional Director in the capacity of an Independent Director of the Company w.e.f. September 04, 2023, who has submitted a declaration that he meets the criteria for independence as provided under Section 149(6) of the Act and Regulation 16(1) (b) of the Listing Regulations and is eligible for appointment, and in respect of whom the Company has received a notice in writing in terms of Section 160(1) of the Act and who holds office as such up to the date of ensuing Annual General Meeting, be and is hereby, appointed as a Non-Executive Independent

Director of the Company to hold office for a period of five years with effect from September 04, 2023 till September

3, 2028 not liable to retire by rotation, ."

RESOLVED FURTHER THAT any Director or the Company Secretary of the Company or such other person as appointed by Board be and is hereby authorised to do all acts, deeds and things including filings and take steps as may be deemed necessary, proper or expedient to give effect to this Resolution and matters incidental thereto".

	By Order of the Board of Directors
Place:- Mumbai	RAAKESH D.SONI
Date:- September 4, 2023	Company Secretary

NOTES:

1. An Explanatory Statement pursuant to Section 102 of the Companies Act, 2013, in respect of business to be transacted at the Annual General Meeting (AGM), as set out under Item no. 3 to 4 above as required by Regulation 26(4) and 36(3) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations) and as required under Secretarial Standard - 2 on General Meetings issued by The Institute of Company Secretaries of India, are annexed hereto.

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GlobalVectraHelicorpLimited

1. The Register of Members and Share Transfer Books of the Company will remain closed from Thursday 28th September, 2023 to Friday, 29th September, 2023 (both days inclusive).
2. Pursuant to the General Circular No. 10/2022 dated December 28, 2022, issued by the Ministry of Corporate
   Affairs (MCA) and Circular SEBI/HO/CFD/PoD-2/P/
   CIR/2023/4 dated January 5, 2023 issued by SEBI (hereinafter collectively referred to as "the Circulars"), companies are allowed to hold AGM through VC, without the physical presence of members at a common venue. Hence, in compliance with the Circulars, the AGM of the Company is being held through VC/OAVM.
3. Pursuant to the provisions of the Companies Act, 2013, a Member entitled to attend and vote at the Annual General Meeting is entitled to appoint a proxy to attend and vote on his/her behalf and the proxy need not be a Member of the Company. Since this AGM is being held pursuant to the MCA Circulars through VC/OAVM, physical attendance of Members has been dispensed with.
4. Since this AGM is being held through VC/OAVM, physical attendance of the Members has been dispensed with. Accordingly, the facility for appointment of proxies by the Members will not be available for the AGM and hence the Proxy Form, Attendance Slip and Route Map are not annexed to this Notice
5. Institutional/Corporate Shareholders (i.e. other than individuals/HUF, NRI, etc) are required to send a scanned copy (PDF/JPEG Format) of its Board Resolution or governing body Resolution/Authorisation etc., authorising its representative to attend the Annual General Meeting through VC/OAVM on its behalf and to vote through remote e-voting. The said Resolution/Authorization shall be sent to the Scrutinizer by email through their registered email address to [e-mail] with copies marked to the Company at [e-mail].
6. Members are requested to send all communication relating to shares to the Company's Registrar & Transfer Agent - Link Intime India Private Limited, C -101, 247 Park, L.B.S Marg, Vikhroli (West), Mumbai - 400 083. Members holding shares in electronic mode should address all their correspondence to their respective Depository Participants (DPs).
7. Nomination facility for shares is available for Members. The prescribed format, in this regard, can be obtained from Link Intime (RTA).
8. SEBI has mandated the submission of Permanent Account Number (PAN) by every securities market participant. Members holding shares in electronic form are therefore requested to submit their PAN to the DP with whom they maintain their demat accounts. Members holding shares in physical form should submit their PAN to RTA/Company.

1. The Register of Directors and Key Managerial Personnel and their shareholding maintained under Section 170 of the Act and the Register of Contracts or arrangements in which Directors are interested maintained under Section 189 of the Act will be available during the meeting for inspection through the VC facility of Link Intime , to the Members attending the AGM.
2. Members desiring any additional information with regard to Accounts/Annual Report or have any question or query are requested to write to the Company Secretary on the Company's investor email-id [e-mail] , so as to enable the Management to keep the information ready. Please note that, Members questions will be answered only if they continue to hold the shares as of Friday, September
   22, 2023 i.e. the 'cutoff' date for e-voting.
3. Registration of email ID and Bank Account details:
   In case the shareholder's email ID is already registered with the Company/its Registrar & Share Transfer Agent "RTA"/Depositories, log in details for e-voting are being sent on the registered email address.
   In case the shareholder has not registered his/her/their email address with the Company/its RTA/Depositories and or not updated the Bank Account mandate for receipt of dividend, the following instructions to be followed:
4. 1. Kindly log in to the website of our RTA, Link Intime India Private Ltd., www.linkintime.co.in under Investor
      Services > Email/Bank detail Registration - fill in the details and upload the required documents and submit. OR
   2. In the case of Shares held in Demat mode:

The shareholder may please contact the Depository Participant ("DP") and register the email address and bank account details in the demat account as per the process followed and advised by the DP.

1. The Notice of the Annual General Meeting along with the Annual Report for the financial year 2022-23 is being sent only by electronic mode to those Members whose email addresses are registered with the Company/ Depositories in accordance with the aforesaid MCA Circulars and circular issued by SEBI dated May 12, 2020. Members may note that the Notice of Annual General
   Meeting and Annual Report for the financial year 2022-
   2023 will also be available on the Company's website www.globalhelicorp.com; websites of the Stock Exchanges i.e. National Stock Exchange of India Ltd and BSE Limited at www.nseindia.com and www.bseindia.com respectively. Members can attend and participate in the Annual General Meeting through VC/OAVM facility only.
2. Remote E-Voting period starts at Tuesday, September 26, 2023 (09.00 A.M. IST) and ends at Thursday, September 28, 2023 (05.00 P.M. IST). The remove e-voting will be

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GlobalVectraHelicorpLimited

disabled by Link Intime India Private Limited for voting thereafter.

1. Members attending the meeting through VC/OAVM shall be counted for the purposes of reckoning the quorum under Section 103 of the Companies Act, 2013.
2. Since the AGM will be held through VC in accordance with the Circulars, the route map, proxy form and attendance slip are not attached to this Notice.

Instructions for e-voting and joining the Annual General Meeting are as follows:

In addition to the normal Instructions which is provided for e-voting, following Additional points to be included:

Process and manner for attending the Annual General Meeting through InstaMeet:

1. Open the internet browser and launch the URL: https:// instameet.linkintime.co.in & Click on "Login".

• Select the "Company" and 'Event Date' and register with your following details: -

1. Demat Account No. or Folio No: Enter your 16 digit Demat Account No. or Folio No
2. • Shareholders/ members holding shares in CDSL demat account shall provide 16 Digit Beneficiary
     ID
   • Shareholders/ members holding shares in NSDL demat account shall provide 8 Character DP ID followed by 8 Digit Client ID
   • Shareholders/ members holding shares in physical form shall provide Folio Number registered with the Company
3. PAN: Enter your 10-digit Permanent Account Number (PAN) (Members who have not updated their PAN with the Depository
   Participant (DP)/ Company shall use the sequence number provided to you, if applicable.
4. Mobile No.: Enter your mobile number.
5. Email ID: Enter your email id, as recorded with your DP/ Company.
6. • Click "Go to Meeting" (You are now registered for
     InstaMeet and your attendance is marked for the meeting).

Instructions for Shareholders/ Members to Speak during the Annual General Meeting through InstaMeet:

1. Shareholders who would like to speak during the meeting may register themselves as a speaker by sending their request mentioning their name, demat account number/ folio number, email id, mobile number at (raakesh@gvhl. in) from September 22, 2023 at 10.00 a.m. (Date & Time) to September 23, 2023 at 10.00 a.m.
2. Shareholders will get confirmation on first cum first basis depending upon the provision made by the client.

1. Shareholders will receive "speaking serial number" once they mark attendance for the meeting.
2. Other shareholder may ask questions to the panellist, via active chat-board during the meeting.
3. Please remember speaking serial number and start your conversation with panellist by switching on video mode and audio of your device.

Shareholders are requested to speak only when moderator of the meeting/ management will announce the name and serial number for speaking.

Note:

Those shareholders who have registered themselves as a speaker will only be allowed to express their views/ask questions during the meeting. The Company reserves the right to restrict the number of speakers depending on the availability of time for the Annual General Meeting.

Shareholders/ Members should allow to use camera and are required to use Internet with a good speed (preferably 2 MBPS download stream) to avoid any disturbance during the meeting.

Instructions for Shareholders/ Members to Vote during the Annual General Meeting through InstaMeet:

Once the electronic voting is activated by the scrutinizer during the meeting, shareholders/ members who have not exercised their vote through the remote e-voting can cast the vote as under:

1. On the Shareholders VC page, click on the link for e-Voting "Cast your vote"
2. Enter your 16 digit Demat Account No. / Folio No. and OTP (received on the registered mobile number/ registered email Id) received during registration for InstaMEET and click on 'Submit'.
3. After successful login, you will see "Resolution Description" and against the same the option "Favour/ Against" for voting.
4. Cast your vote by selecting appropriate option i.e. "Favour/ Against" as desired. Enter the number of shares (which represents no. of votes) as on the cut-off date under
   'Favour/Against'.
5. After selecting the appropriate option i.e. Favour/Against as desired and you have decided to vote, click on "Save".
   A confirmation box will be displayed. If you wish to confirm your vote, click on "Confirm", else to change your vote, click on "Back" and accordingly modify your vote.
6. Once you confirm your vote on the resolution, you will not be allowed to modify or change your vote subsequently.

Note: Shareholders/ Members, who will be present in the Annual General Meeting through InstaMeet facility and have not casted their vote on the Resolutions through remote e-Voting and are otherwise not barred from doing so, shall be eligible to vote through e-Voting facility during the meeting. Shareholders/

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