The Directors are pleased to present the Twenty Sixth Annual Report of the Company and audited accounts of the Company for the year ended 31st March, 2024.
FINANCIAL PERFORMANCE
(Rs. in Lakhs)
OPERATION REVIEW:
During the year under review, your Company achieved Service Income of INR.50,272.69 Lakhs as compared to INR.41,111.73 Lakhs of previous Financial Year. Total Income of I NR 52,467.17 compared to INR 44,760.04 Lakhs
The EBIDTA was INR 10,770.67Lakhs for current year (21.42 % of the Service Income) as against of INR 7,789.83 Lakhs (18.94 % of the Service Income).
After considering Interest, Depreciation and Foreign Exchange (Loss)/Gain, an Exceptional Item and Prior Period Items, the Company has Profit Before Tax of INR.233.70 Lakhs for the current year as against Loss Before Tax of INR 1,841.38 Lakhs in the previous year. After considering Tax expenses the Company has Profit After Tax of 120.61 Lakhs for the current year as against Loss After Tax of INR 1662.69 Lakhs. Total Comprehensive Loss for the period was INR 628.87 Lakhs for the current year as against Loss of Rs. INR.1,283.87 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, 2024.
DIRECTORS
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 10th November, 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.,
Lt. Gen. Baldev Singh Pawar (Retd.) and Lt. Gen. Manjinder Singh Buttar (Retd.) was appointed as an Independent Director w.e.f. September 04, 2023 for a period of five (5) Years. Mr. Narayan Vasudeo Prabhutendulkar was appointed as an Independent Director w.e.f. February 13, 2024 for a period of five (5) Years.
Dr. Chandrathil Gouri Krishnadas Nair (DIN: 00059686); Dr. Gautam Sen (DIN: 02420312) and Maj. Gen. Gurdial Singh Hundal (Retd.) (DIN: 00390849) have completed second and final term of 5(Five) consecutive years and consequently ceased to be an Independent Director of the Company w.e.f. from the close of business hours on 31st March, 2024. The Board of Directors and the Management of the Company expressed deep appreciation and gratitude to Dr. Chandrathil Gouri Krishnadas Nair, Dr. Gautam Sen and Maj. Gen. Gurdial Singh Hundal (Retd.) for their extensive contribution and stewardship.
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 Company's internal financial controls were adequate and effective during Financial Year 2023-2024.
MEETINGS OF THE BOARD OF DIRECTORS
The Board meets at regular intervals to discuss and decide on the Company's 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 on page no. 43, 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 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, 2024, details of Key Managerial Personnel under the Companies Act, 2013 are given below:
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 2022-23 in the prescribed Form No. MGT-7 is available on the Company's 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 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. 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
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 Statutory Auditors have issued unmodified opinion in their Standalone Auditor's Report for the financial year ended March 31, 2024.
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. 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, 2024 is attached to the Directors' Report.
CORPORATE SOCIAL RESPONSIBILITY
The Company has constituted CSR Committee in accordance with section 135 of the Companies Act, 2013. The CSR Committee has formulated and recommended to the Board, a CSR Policy indicating the activities to be undertaken by the Company, which has been approved by the Board. The average profit for the last three financial years of the Company is Negative. Hence the need to spend on CSR does not arise. The detailed report is given in a separate Annexure C in the Annual Report. The CSR Policy may be accessed on the Company's website at https://www.globalhelicorp.com/home/ csr/corporate social responsibility policy
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 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.
BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT
As the Company does not fall under top 1000 Listed entities, therefore Business Responsibility & Sustainability Report (BRSR) is not forming part of this report.
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 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.
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 Company's emphasis is to provide a Safe Workplace for its employees. During the year ending 31.03.2024, 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 318,47,53,817/- (previous year INR. 228,52,44,946/- ) in foreign exchange during the year. The foreign exchange outgoes amount to INR 284,71,22,520/- (previous year INR. 190,53,40,251/-)
FIXED DEPOSITS
Your Company has not accepted any deposits from the public under Chapter V of the Companies Act, 2013.
MAINTENANCE OF COST RECORDS & REQUIREMENT OF COST AUDIT
Maintenance of the cost records and requirement of cost audit as prescribed under the provisions of section 148(1) of the Companies act, 2013 are not applicable to the business activities carried out by the Company.
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 loa from the Banks or Financial Institutions along with the reasons thereof is not applicable.
• For the financial year ended on 31st March, 2024, 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 Company's 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.
ACKNOWLEDGMENTS
Your directors thank the Company's clients, vendors, investors and bankers for their continued support during the year. Your directors place on records 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 mobilizing various forward bases. Your directors look forward to their continued support in the future.