We have audited the attached balance sheet of Global Vectra Helicorp
 Limited (''the Company'') as at 31 March 2011 and the related profit and
 loss account and the cash flow statement for the year ended on that
 date, annexed thereto. These financial statements are the
 responsibility of the Company''s management. Our responsibility is to
 express an opinion on these financial statements based on our audit.
 
 We conducted our audit in accordance with auditing standards generally
 accepted in India. Those Standards require that we plan and perform the
 audit to obtain reasonable assurance about whether the financial
 statements are free of material misstatement. An audit includes
 examining, on a test basis, evidence supporting the amounts and
 disclosures in the financial statements. An audit also includes
 assessing the accounting principles used and significant estimates made
 by management, as well as evaluating the overall financial statement
 presentation. We believe that our audit provides a reasonable basis for
 our opinion.
 
 As required by the Companies (Auditor''s Report) Order, 2003 (''the
 Order'') issued by the Central Government of India in terms of
 sub-section (4A) of Section 227 of the Companies Act, 1956 (''the Act''),
 we enclose in the Annexure a statement on the matters specified in
 paragraphs 4 and 5 of the said Order.
 
 Further to our comments in the Annexure referred to above, we report
 that:
 
 a) we have obtained all the information and explanations which to the
 best of our knowledge and belief were necessary for the purposes of our
 audit;
 
 b) in our opinion, proper books of account as required by law have been
 kept by the Company so far as appears from our examination of those
 books;
 
 c) the balance sheet, the profit and loss account and the cash flow
 statement dealt with by this report are in agreement with the books of
 account;
 
 d) in our opinion, except as stated in paragraph (f) and (h) below, the
 balance sheet, the profit and loss account and the cash flow statement
 dealt with by this report comply with the Accounting Standards referred
 to in sub-section (3C) of Section 211 of the Act;
 
 e) on the basis of written representations received from directors of
 the Company as at 31 March 2011 and taken on record by the Board of
 Directors, we report that none of the directors is disqualified as on
 31 March 2011 from being appointed as a director in terms of clause (g)
 of sub-section (1) of Section 274 of the Act;
 
 f) as more fully explained in schedule 29 to the financial statements,
 the Company has received an order from the Office of the Commissioner
 of Customs (Preventive) confirming the demand for differential duty of
 customs along with penalty aggregating Rs 262,195,030. No provision has
 been made by the Company for the same nor the interest due thereon as
 at 31 March 2011, as the management believes that the demand will be
 set aside by a higher appellate authority. Had the Company made a
 provision for the demand as required by Accounting Standard 29 -
 Provisions, Contingent Liabilities and Contingent Assets, the fixed
 asset gross block have been higher and revaluation reserve would have
 been lower by Rs 86,597,066 (previous year: Rs 107,652,087),
 depreciation would have been higher by Rs 23,219,078 (previous year: Rs
 16,886,601) and the loss after tax (previous year: profit after tax for
 the year would be converted to a loss after tax by Rs 104,202,170) and
 accumulated losses for the year would have been higher by Rs
 177,762,021 (previous year: Rs 104,202,170)
 
 g) as more fully explained in schedule 30 to the financial statements,
 managerial remuneration paid/payable to two Whole Time Directors
 (previous year: two Whole Time Directors and a Chief Executive
 Officer)of the Company has exceeded the limits prescribed under Section
 198 of the Act by Rs 12,242,128(previous year: Rs 11,078,330) as at 31
 March 2011. The Company has applied for approval and is yet to receive
 the same from the Central Government;
 
 h) as more fully explained in schedule 34 to the financial statements,
 certain customers have disputed taxes levied by the Company aggregating
 Rs 93,949,478(previous year: Rs 84,503,378). Consequently management
 have not paid the said taxes to the authorities. No provision has been
 made by the Company in respect of such outstanding, as required by the
 accounting policies of the Company. However, as detailed in schedule
 34, management believes that they have a strong case to collect the
 outstanding amount. Had the Company made the provision, loss after tax
 (previous year: profit after tax for the year would be converted to a
 loss after tax) and accumulated losses for the year would have been
 higher by Rs 93,949,478(previous year: Rs 84,503,378);
 
 i) In our opinion, and to the best of our information and according to
 the explanations given to us, subject to adjustments, if any, which may
 arise from the matters referred to in (f), (g) and (h) above, the said
 accounts give the information required by the Act, in the manner so
 required and give a true and fair view in conformity with the
 accounting principles generally accepted in India:
 
 i) in the case of the balance sheet, of the state of affairs of the
 Company as at 31 March 2011;
 
 ii) in the case of the profit and loss account, of the loss of the
 Company for the year ended on that date; and
 
 iii) in the case of the cash flow statement, of the cash flows of the
 Company for the year ended on that date.
 
 Annexure to the Auditors'' Report - 31 March 2011
 (Referred to in our report of even date)
 
 (i) (a) The Company has maintained proper records showing full
 particulars, including quantitative details and situation of fixed
 assets.
 
 (b) The Company has a regular programme of physical verification of its
 fixed assets by which all fixed assets are verified in a phased manner
 over a period of two years. In our opinion, this periodicity of
 physical verification is reasonable having regard to the size of the
 Company and the nature of its assets. In accordance with this
 programme, the Company has physically verified certain fixed assets
 during the year and that no material discrepancies were noticed on such
 verification.
 
 (c) The Company has disposed three helicopters during the year on
 account of termination of finance lease obligations with the lessor. In
 our opinion and according to the information and explanations given to
 us, the aforesaid disposal has not affected the going concern
 assumption
 
 (ii) (a) The inventory of consumables, spares and stores, including
 stocks lying with third parties, have been physically verified by the
 management during the year. In our opinion, the frequency of such
 verification is reasonable.
 
 (b) The procedures for the physical verification of inventories
 followed by the management are reasonable and adequate in relation to
 the size of the Company and the nature of its business.
 
 (c) The Company is maintaining proper records of inventory. The
 discrepancies noticed on verification between the physical stocks and
 the book records were not material and these have been dealt with in
 the books of accounts.
 
 (iii) (a) The Company has not granted any loans, secured or unsecured
 to companies, firms or other parties covered in the register maintained
 under Section 301 of the Companies Act, 1956 (''the Act''). Accordingly,
 paragraphs 4(iii) (b), (c) and (d) of the Order are not applicable to
 the Company.
 
 (b) The Company has taken unsecured loans from a company covered in the
 register maintained under Section 301 of the Act. The maximum amount
 outstanding during the year was Rs 52,500,000 and the year-end balance
 of such loans was Rs. 20,137,590.
 
 (c) In our opinion, the rate of interest and other terms and conditions
 on which the loans have been taken from the aforesaid company covered
 in the register maintained under Section 301 of the Act are not, prima
 facie, prejudicial to the interests of the Company.
 
 (d) Loans taken from the company covered in the register maintained
 under Section 301 of the Act do not have stipulations with regard to
 the repayment of principal and interest amounts. Accordingly, we are
 unable to comment on the regularity of repayment of principal and
 interest.
 
 (iv) In our opinion and according to the information and explanations
 given to us, and having regard to the explanation that purchases of
 certain items of spares are for the Company''s specialised requirements
 for which suitable alternative sources are not available to obtain
 comparable quotations, there is an adequate internal control system
 commensurate with the size of the Company and the nature of its
 business with regard to purchase of spares and fixed assets and with
 regard to the sale of services. We have not observed any major weakness
 in the internal control system during the course of the audit.
 
 (v) (a) In our opinion and according to the information and
 explanations given to us, the particulars of contracts or arrangements
 referred to in Section 301 of the Act have been entered in the register
 required to be maintained under that section.
 
 (b) In our opinion, and according to the information and explanations
 given to us, the transactions made in pursuance of contracts and
 arrangements referred to in (a) above and exceeding the value of Rs 5
 lakh, with any party during the year have been made at prices which are
 reasonable having regard to the prevailing market prices at the
 relevant time, except for purchases of certain items of spares and for
 obtaining information technology services, which are of specialised
 nature that are required by the Company and for which suitable
 alternative sources are not available to obtain comparable quotations.
 However, on the basis of information and explanations provided, the
 same appear reasonable. Refer Clause (iii) with respect to loan taken
 from a company covered the register maintained in the Section 301 of
 the Act.
 
 (vi) The Company has not accepted any deposits from the public.
 
 (vii) In our opinion, the Company has an internal audit system
 commensurate with the size and nature of its business.
 
 (viii)The Central Government has not prescribed the maintenance of cost
 records under Section 209(1)(d) of the Act for any of the services
 rendered by the Company.
 
 (ix) (a) According to the information and explanations given to us and
 on the basis of our examination of the records of the Company, amounts
 deducted/accrued in the books of account in respect of undisputed
 statutory dues of Provident Fund, Employee State Insurance, Profession
 Tax, Wealth Tax, Cess, Custom Duty and any other material statutory
 dues have been regularly deposited during the year by the Company with
 the appropriate authorities. According to the information and
 explanations given to us and on the basis of our examination of the
 records of the Company, amounts deducted/accrued in the books of
 account in respect of undisputed statutory dues of Income Tax and
 Service Tax have not been regularly deposited during the year by the
 Company with the appropriate authorities and there has been serious
 delay in several cases. As explained to us, the Company did not have
 any dues on account of Excise Duty, Investor Education and Protection
 Fund and Sales Tax.
 
 There were no dues on account of Cess under Section 441A of the Act
 since the date from which the aforesaid section comes into force has
 not yet been notified by the Central Government.
 
 According to the information and explanations given to us, no
 undisputed amounts payable in respect of Provident Fund, Employees''
 State Insurance, Profession Tax, Wealth Tax, Cess, Custom Duty, Service
 Tax and other material statutory dues were in arrears as at 31 March
 2011 for a period of more than six months from the date they became
 payable. The following undisputed dues of Income Tax and Service tax
 have not been deposited by the Company and were in arrears as at 31
 March 2011 for a period of more than six months from the date they
 became payable:
 
 Name of the statute  Nature of dues  Amount (Rs)  Period to
                                                   which      Due dates
                                                   the amount 
                                                   relates
 
 Income tax Act 1961  Income tax       5,556,420     Various   Various
 
 Name of the statute  Nature of dues  Amount (Rs)  Period to
                                                   which      Due date
                                                   the amount
                                                   relates
 
 Finance Act 1994     Service tax    257,535,936     Various   Various
 
 (b) According to the information and explanations given to us, there
 are no dues of Income Tax, Wealth Tax, Service Tax and Cess which have
 not been deposited with the appropriate authorities on account of any
 dispute. The following dues of Custom Duty have not been deposited by
 the Company on account of disputes:
 
 Name of the Statute Nature of the 
                     Dues          Amount (Rs.) Period to 
                                                which the Forum where
                                                amount 
                                                relates   dispute is
                                                          pending
 
 Customs Act, 1962   Customs duty  *212,195,030 2007-2008 Commissioner
                                                          (Appeals)
 
                     Penalty         50,000,000 2007-2008 Commissioner
                                                          (Appeals)
 
 * includes amount aggregating Rs 53,826,044 paid as duty under protest
 during the year ended 31 March 2010
 
 (x) The accumulated losses of the Company are more than fifty percent
 of its networth at the end of the financial year.  The Company has
 incurred cash losses in the current financial year, however there were
 no cash losses in the immediately preceeding financial year. The
 accumulated losses and networth have been arrived at after considering
 the effect of the qualifications stated in paragraphs (f), (g), and (h)
 of the Auditors'' Report.
 
 (xi) In our opinion and according to the information and explanations
 given to us, the Company has not defaulted in repayment of dues to its
 bankers or to any financial institutions. The Company did not have any
 outstanding debentures during the year.
 
 (xii) The Company has not granted any loans and advances on the basis
 of security by way of pledge of shares, debentures and other
 securities.
 
 (xiii) In our opinion and according to the information and explanations
 given to us, the Company is not a chit fund or a nidhi/ mutual benefit
 fund/ society.
 
 (xiv)According to the information and explanations given to us, the
 Company is not dealing or trading in shares, securities, debentures and
 other investments.
 
 (xv) According to the information and explanations given to us, the
 Company has not given any guarantee for loans taken by others from
 banks or financial institutions.
 
 (xvi)No term loans have been obtained during the year, hence clause 4
 (xvi) of the order is not applicable.
 
 (xvii) According to the information and explanations given to us and on
 an overall examination of the balance sheet of the Company, we are of
 the opinion that short term working capital amounting to Rs 771,687,460
 (previous year: Rs. 976,455,465) has partly financed the additions to
 fixed assets during the year and the accumulated losses.
 
 (xviii)The Company has not made any preferential allotment of shares to
 companies/firms/parties covered in the register maintained under
 Section 301 of the Act.
 
 (xix)The Company did not have any outstanding debentures during the
 year.
 
 (xx) The Company has not raised any money by way of public issue during
 the year.
 
 (xxi)According to the information and explanations given to us, no
 fraud on or by the Company has been noticed or reported during the
 course of our audit.
 
 
                                                     For B S R & Co.
 
                                               Chartered Accountants
 
                                     Firm''s Registration No: 101248W
 
                                                        Vijay Mathur
 
 Mumbai                                                      Partner
 
 26 May 2011                                   Membership No: 046476