Dear Members,
The Directors take pleasure in presenting the Thirteen Annual Report of
the Company and audited accounts of the Company for the year ended 31st
March, 2011.
FINANCIAL PERFORMANCE
(Rupees'' in Lacs)
Particulars Year ended Year ended
31st March, 2011 31st March, 2010
Service Income 22862.81 24473.49
Other Operating Income 294.70 129.96
Other Income 317.99 1588.91
Gross Income from operations 23475.50 26192.37
Profit before interest, depreciation,
amortisation of expenses,
exceptional items and Tax 1278.00 7016.50
Less : Interest 2965.00 3847.03
Less : Depreciation ( Net ) 2750.11 3666.63
(Loss) for the year before extraordinary
items and before Tax -4437.11 -497.16
Add:- Extraordinary Item – Liabilities
written back 0.00 1169.43
Profit/(Loss) for the year after
extraordinary items and before Tax -4437.11 672.27
Less : Provision for taxation -0.63 -77.03
Profit / Loss after tax -4437.74 749.30
Balance of Profit/(Loss) for earlier years -4872.44 -5621.74
Amount available for appropriation -9310.18 -4872.44
Balance carried forward to Balance Sheet -9310.18 -4872.44
OPERATION REVIEW:
During the year under review, your Company achieved Service Income of
Rs. 22862.81 Lacs as compared to Rs. 24473.49 Lacs of previous
Financial Year. Total Income of Rs. 23475.50 Lacs as compared to Rs.
26192.37 Lacs of previous Financial Year.
After considering Interest, Depreciation, Foreign Exchange (Loss) /
Gain and Extra-ordinary items, the Company has Loss Before Tax of Rs.
4437.11 Lacs for the current year as against Profit of Rs. 672.27 Lacs
in the previous year. After making provision for tax, the net Loss was
Rs. 4437.74 Lacs for the current year as against Profit of Rs. 749.30
Lacs.
DIVIDEND:
The Board of Directors regret inability to declare dividend in view of
loss incurred during the year.
ISSUE OF NON CONVERTIBLE CUMULATIVE REDEEMABLE PREFERENCE SHARES
The Company entered into an agreement on 18 December 2009 with one of
the group companies for conversion of outstanding lease rentals due on
30 September 2009 amounting to USD 13.725 million (equivalent of Rs
6,593.49 Lakhs at the exchange rate prevailing as on 30 September 2009)
into Non Convertible Cumulative Redeemable Preference Shares. The
agreement has been approved by the shareholders at the extraordinary
general meeting (''EGM'') held on 1 February 2010. The Company has
obtained the statutory approvals necessary and in exercise of the
powers conferred vide resolutions passed in the EGM, the Company during
the current year has issued 6,593,490 5.46% Non Convertible Cumulative
Redeemable Preference Shares of face value of Rs. 100 each. Pursuant to
issue of preference share, the net worth of the company stands at Rs
3700.99 Lacs as at 31 March 2011.
DIRECTORS
In accordance with the provisions of the Companies Act, 1956, Dr.
Gautam Sen and Mr. R.S.S.L.N. Bhaskarudu retire by rotation in the
forthcoming Annual General Meeting. Both of them, being eligible offer
themselves for re-appointment.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the provisions of Section 217(2AA) of the Companies Act,
1956, the Board hereby certifies and confirm that:
1) in the preparation of the annual accounts, the applicable accounting
standards have been followed along with proper explanation relating to
material departures;
2) the directors have selected such accounting policies and applied
them consistently and made judgements and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affair
of your Company at the end of the financial year and of the profit of
your Company for the year under review;
3) the directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provision of this Act for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities; and
4) the directors have prepared the annual accounts on a going concern
basis.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report, as required under the
Listing Agreements with the Stock Exchanges, is enclosed at Annexure-A.
PARTICULARS OF EMPLOYEES
Information as per Section 217(2A) of the Companies Act, 1956 read with
the Companies (Particulars of Employees) Rules, 1975 forms part of this
Report. As per provisions of Section 219 (1)(b)(iv) of the Companies
Act, 1956, the Report and Accounts , excluding the statement of
particulars of the employee under Section 217(2A) of the Companies Act,
1956. Any shareholder interested in obtaining a copy of the statement
may write to the Company Secretary at the Registered Office of the
Company.
AUDITORS
M/s. B S R & Co., Chartered Accountants, retire as auditors of the
Company and have given their consent for re- appointment. The
Shareholders will be required to elect auditors for the current year
and fix their remuneration.
As required under the provisions of Section 224 of the Companies Act,
1956, the Company has obtained a written certificate from the above
auditors proposed to be re- appointed to the effect that their
re-appointment, if made, would be in conformity with the limits
specified in the said Section.
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.
FIXED DEPOSITS
Your Company has not accepted any deposits from the public under
section 58A of the Companies Act, 1956.
INSURANCE
The Helicopters fleet and insurable interest of your Company like
Building, Hanger. Plant and Machinery, Furniture and Fixture, Stocks,
Computers, Vehicles etc., are properly insured.
CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION
In view of the nature of activities which are being carried out by the
Company, Rules 2A and 2B of the Companies (Disclosure of Particulars in
the Report of Board of Directors) Rules, 1988, concerning conservation
of energy and technology absorption respectively are not applicable to
the Company.
FOREIGN EXCHANGE EARNING AND OUTGO
The Company earned Rs. 1,287,985,717/- (previous year Rs.
1,373,328,412/-) in foreign exchange during the year. The foreign
exchange outgoes amount to Rs. 809,545,568/ - (previous year Rs.
789,945,764/-)
CORPORATE GOVERNANCE
Your Company has complied with the provisions of Clause 49 of the
Listing Agreement. A Certificate from the Practising Company Secretary
regarding compliance of Corporate Governance as stipulated in Clause 49
of the Listing Agreement forms a part of this Annual Report.
REMARKS OF THE AUDITORS
Reference is drawn to Clause no.(f) of the Auditors'' Report and
schedule 29 of the financial statements, Company has received an order
from the Office of the Commissioner of Customs (Preventive) confirming
the demand for differential duty of customs alongwith penalty
aggregating Rs 262,195,030. No provision has been made by the Company
for the same nor the interest due thereon as at 31st March, 2011. The
Management believes that the Company is in compliance with the relevant
customs and other regulatory guidelines in this respect and the matter
is being contested by the Company with the appropriate authorities.
Reference is drawn to Clause no. (g) of the Auditors'' Report and
schedule 30 to the financial statements. In this regard, Board informs
that Company has already filed a application with Central Government
for approval and the waiver of the excess remuneration to Whole-time
Directors of the Company and permission of the Central Government is
awaited. Approval of the Central Government for excess remuneration of
Chief Executive Officer is received.
Reference is drawn to Clause no.(h) of the Auditors'' Report and
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 the outstanding. The Management believes that
they have strong case to collect the outstanding amount.
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,
Jammu and Kashmir, Gujarat, Maharashtra, Nagaland, Orissa, Pondicherry
and Punjab 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
Mr. P. Rajkumar Menon
Whole-Time Director
Place: Mumbai
Date: 26th May, 2011
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