Directors Report of Global Vectra Helicorp Ltd.

Mar 31, 2025

The Directors are pleased to present the Twenty Seventh
Annual Report of the Company and audited accounts of the
Company for the year ended 31^st March, 2025.

FINANCIAL PERFORMANCE

(Rs. in Lakhs)

Particulars	Year ended 31st March, 2025	Year ended 31st March, 2024
Revenue from operations	54,219.67	50,272.69
Other Income	5,147.02	2,194.48
Total Income	59,366.69	52,467.17
Profit before interest, depreciation, amortisation expenses, and exceptional items and Tax	10,603.25	10,770.67
Less: Finance costs	3,302.67	3,361.99
Less: Depreciation and amortisation expense	6,976.70	7,174.98
Profit for the year before Tax and Exceptional Item	323.88	233.70
Profit before tax	323.88	233.70
Less: Tax Expenses	(388.91)	(113.09)
(Loss) / Profit for the year	(65.03)	120.61
Less: Other Comprehensive Income	10.52	(749.48)
Total Comprehensive Income for the year	(54.51)	(628.87)

OPERATION REVIEW:

During the year under review, your Company achieved
Revenue from operations of Rs. 54,219.67 Lakhs as compared
to Rs. 50,272.69 Lakhs of previous Financial Year. Total Income
of Rs.59,366.69 Lakhs compared to Rs.52,467.17 Lakhs of
previous Financial Year.

The EBIDTA was Rs. 10,603.25 Lakhs for current year (19.56
% of the Revenue from operations) as against of Rs.10,770.67
Lakhs (21.42 % of the Revenue from operations).

After considering Interest, Depreciation and Foreign Exchange
(Loss)/Gain, an Exceptional Item and Prior Period Items,
the Company has Profit Before Tax of Rs. 323.88 Lakhs for
the current year as against Profit Before Tax of Rs 233.70
Lakhs in the previous year. After considering tax expenses
the Company has Loss After Tax of Rs. 65.03 Lakhs for the
current year as against Profit After Tax of Rs. 120.61 Lakhs.
Total Comprehensive Loss for the period was Rs. 54.51 Lakhs
for the current year as against Loss of Rs.628.87 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 amounting to Rs. 360
Lakhs for 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, 2025.

DIRECTORS

In accordance with the provisions of the Companies Act,
2013, Ms. Rati Rishi retires by rotation in the forthcoming
Annual General Meeting and being eligible offer herself 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 14^th February, 2025.

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.

Mr. Narayan Vasudeo Prabhutendulkar (DIN 00869913)
resigned from the office of Non - Executive Independent
Director of the Company with effect from close of business
hours on 31^st March, 2025 citing pre-occupation and other
personal commitments. Consequently, he shall also cease
to be a Chairman of the Audit Committee and Member of
Nomination and Remuneration Committee of the Company.
The Company sincerely appreciate the support extended by Mr.
Narayan Vasudeo Prabhutendulkar to the Company during his
association with the Company.

Mr. Vinay Goyal was appointed as an Independent Director with
effect from 14^th April, 2025 for a period of five (5) years.

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:

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.

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.

REMUNERATION POLICY FOR DIRECTORS, KEY
MANAGERIAL PERSONNEL AND OTHER EMPLOYEES

Remuneration policy for directors, key managerial personnel
and other employees is enclosed as Annexure C.

KEY MANAGERIAL PERSONNEL (KMP)

As on 31st March, 2025, details of Key Managerial Personnel
under the Companies Act, 2013 are given below:

SR. No.	NAME OF THE PERSON	DESIGNATION
1	Lt. Gen. Sarab Jot Singh Saighal (Retd.)	Chairman
2	Mr. Ashvin Bhatt	Chief Financial Officer
3.	Mr. Raakesh D. Soni	Company Secretary

a) In the preparation of the annual accounts, the applicable
accounting standards have been followed along with the
proper explanation relating to material departures;

b) The directors have 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 have 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 have prepared the annual accounts on a
going concern basis; and

e) The directors, have 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 have 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 auditors and
statutory auditors, including audit of internal financial controls
over internal 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 2024-2025.

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, 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

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 2024-25 in the prescribed Form

No. MGT-7 is available on the Company''s website at https://
www.alobalhelicorp.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 24^th Annual General Meeting held
on 29^th 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 29^th Annual
General Meeting (“AGM”) to be held in the calendar year 2027.
They had confirmed their eligibility and qualifications required
under the Act for holding office as Auditor of the company.

The Statutory Auditors have issued unmodified opinion in their
Auditor''s Report for the financial year ended March 31, 2025.

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, 2025 is attached to the
Directors'' Report. The Secretarial Audit Report has no adverse
remarks. However, the other observations and clarifications
made by the Secretarial Auditor in their Secretarial Audit Report
are self-explanatory.

Pursuant to the SEBI circular no. CIR/CFD/ CMD1/27/2019
dated February 8, 2019, the Company has obtained an
Annual Secretarial Compliance Report for the year ended
31st March, 2025 from M/s. Martinho Ferrao & Associates,
Practicing Company Secretaries, confirming compliance of
SEBI Regulations / Circulars / Guidelines issued thereunder
and applicable to the Company and the said report was filed
with the National Stock Exchange of India Limited and BSE Ltd.
There are no adverse remarks in the said report.

However, the other observations and clarifications made by the
Practicing Company Secretaries in their Secretarial Compliance
Report are self-explanatory.

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 can 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 37 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^st March, 2025
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 Rs. 36,611.68 Lakhs (previous year
Rs. 31,847.54 Lakhs in foreign exchange during the year. The
foreign exchange outgoes amount to Rs. 37,182.42 Lakhs
(previous year Rs. 28,471.22 Lakhs)

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 and Secretarial 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 loan from
the Banks or Financial Institutions along with the reasons
thereof is not applicable.

• For the financial year ended on 31st March, 2025, 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.

ACKNOWLEDGEMENTS

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.

For and on behalf of the Board

Lt. Gen. Sarab Jot Singh Saighal (Retd.) Vinay Goyal
Chairman Independent Director

Date: - May 29, 2025
Place: - Mumbai

---

Mar 31, 2024

The Directors are pleased to present the Twenty Sixth Annual Report of the Company and audited accounts of the Company for the year ended 31^st March, 2024.

FINANCIAL PERFORMANCE (Rs. in Lakhs)

Particulars	Year ended 31st March, 2024	Year ended 31st March, 2023
Service Income	50,272.69	41,111.73
Other Income	2,194.48	3,648.31
Total Income	52,467.17	44,760.04
Profit before interest, depreciation, amortisation of expenses, exceptional items and Tax	10,770.67	7,789.83
Less: Interest	3,361.99	2,090.38
Less: Depreciation (Net)	7,174.98	7,540.83
Profit / (Loss) for the year before Tax and Exceptional Item	233.70	-1,841.38
Loss before tax	233.70	-1,841.38
Tax Expenses	-113.09	178.69
Loss for the period	120.61	-1,662.69
Other Comprehensive Income	749.48	378.82
Total Comprehensive Income for the period	-628.87	-1,283.87

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 10^th 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 31^st 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:

SR. No.	NAME OF THE PERSON	DESIGNATION
1	Lt. Gen. Sarab Jot Singh	Chairman
	Saighal (Retd.)
2	Mr. Ashvin Bhatt	Chief Financial Officer
3.	Mr. Raakesh D. Soni	Company Secretary

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 nonexecutive 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 24^th Annual General Meeting held on 29^th 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 29^th 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 31^st 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.

For and on behalf of the Board

Lt. Gen. Sarab Jot Singh Saighal (Retd.)

Chairman

Date: - May 29, 2024 Place: - Mumbai

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Mar 31, 2023

The Directors are pleased to present the Twenty Fifth Annual Report of the Company and audited accounts of the Company for the year ended 31^st March, 2023.

FINANCIAL PERFORMANCE

(Rs. in Lacs)
Particulars	Year ended	Year ended
	31st March,	31st March,
	2023	2022
		(Restated)
Service Income	41,111.73	33,523.12
Other Income	3,648.31	4,067.58
Total Income	44,760.04	37,590.70
Profit before interest, depreciation, amortisation of expenses, exceptional items and Tax	7,789.83	8,993.51
Less: Interest	2,090.38	1,676.51
Less: Depreciation (Net)	7,540.83	8,006.17
Profit / (Loss) for the year before Tax and Exceptional Item	-1,841.38	-689.17
Loss before tax	-1,841.38	-689.17
Tax Expenses	178.69	195.64
Loss for the period	-1,662.69	-493.53
Other Comprehensive Income	378.82	-190.87
Total Comprehensive Income for the period	-1,283.87	-684.40

OPERATION REVIEW:

During the year under review, your Company achieved Service Income of INR.41,111.73 Lakhs as compared to INR. 33,523.12 Lakhs of previous Financial Year. Total Income of INR 44,760.04 Lakhs compared to INR 37,590.70 Lakhs.

The EBIDTA was INR 7,789.83Lakhs for current year (18.94% of the Service Income) as against of INR 8,993.51 Lakhs (26.82 % of the Service Income).

After considering Interest, Depreciation and Foreign Exchange (Loss)/Gain, an Exceptional Item and Prior Period Items, the Company has Loss Before Tax of INR.1,841.38 Lakhs for the current year as against Loss Before Tax of INR 689.17 Lakhs in the previous year. After considering Tax expenses the Company has Loss After Tax of 1,662.69 Lakhs for the current year as against Loss After Tax of INR 493.53 Lakhs. Total Comprehensive Loss for the period was INR 1,283.87 Lakhs for the current year as against Loss of Rs. INR. 684.40 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 31,2023.

DIRECTORS

In accordance with the provisions of the Companies Act, 2013, Ms. Rati Rishi retires by rotation in the forthcoming Annual General Meeting and being eligible offer herself for reappointment.

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 14^th February, 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.,

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 2022-2023.

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, 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 / she 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, 2023, details of Key Managerial Personnel under the Companies Act, 2013 are given below:

SR. No.	NAME OF THE PERSON	DESIGNATION
1	Lt. Gen. Sarab Jot Singh Saighal (Retd.)	Chairman
2	Mr. Ashvin Bhatt	Chief Financial Officer
3

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. 36 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.

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 2021-22 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 nonexecutive 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 24^th Annual General Meeting held on 29^th 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 29^th 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 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.

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 31^st March, 2023 is attached to the Directors'' Report.

The Secretarial auditors'' report does contain remark for not having at least six directors on the Board. The management believes that Company will get the security clearance from the Ministry of Home Affairs through the Ministry of Civil Aviation which is mandatory pre-condition for appointment of any director to the Company.

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 Annual Report on CSR activities in enclosed as Annexure C.

During the financial year, the company has spent INR 28.95 Lakhs as required under CSR which has been transferred on 29^th April, 2022 to Unspent Corporate Social Responsibility Account - 2020-2021 in compliance of law.

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.

REMARKS OF THE AUDITORS

Reference is drawn to note on the basis of qualified opinion and note 53 to the financial statements, during the current year, the Management became aware of a Lease Amendment Side Letter dated November 23, 2018, and Lease Amendment No. 1, between the Lessor on the one hand and the Company as a Lessee on the other, as well as an Amendment No. 2 to Aircraft Lease Agreements dated October 31, 2021, which were entered into by a senior personnel of the Company, who is no longer in the services of the Company, without sharing the amended agreements with the Management.

The lease accounting impact due to Amendment No. 2 to Aircraft Lease Agreement dated October 31, 2021, has been given effect to in these Ind-AS Financial Statements and the figures of the previous year have been restated to give effect to the terms and conditions stipulated in the said Amendment No. 2 to Aircraft Lease Agreement.

In the absence of documentary evidence in respect of the said Lease Amendment Side Letter dated November 23, 2018, and Lease Amendment No. 1, we are unable to comment on the financial implications, if any, on the Ind-AS Financial Statements of the Company for the year ended March 31, 2023, as well as the previous year.

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 31.03.2023, 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. INR. 228,52,44,946/- (previous year INR. 202,03,46,755/- ) in foreign exchange during the year. The foreign exchange outgoes amount to INR. 190,53,40,251/-(previous year INR. 153,19,73,285/-)

FIXED DEPOSITS

Your Company has not accepted any deposits from the public under Chapter V of the Companies Act, 2013.

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 loan from the Banks or Financial Institutions along with the reasons thereof is not applicable.

• For the financial year ended on 31st March, 2022, 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.

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 mobilizing various forward bases. Your Directors look forward to their continued support in the future.

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Mar 31, 2018

The Directors are pleased to present the Twentieth Annual Report of the Company and audited accounts of the Company for the year ended 31^st March, 2018.

FINANCIAL PERFORMANCE

(Rs. in Lakhs)

Particulars	Year ended 31st March, 2018	Year ended 31st March, 2017
Service Income	40,434.22	37,583.78
Other Income	289.16	1,174.27
Total Income	40,723.38	38,758.05
Profit before interest, depreciation, amortisation of expenses, exceptional items and Tax	5,778.93	8,537.96
Less: Interest	2095.33	2,278.24
Less: Depreciation (Net)	3776.27	3,832.19
Profit/(Loss) for the year before Tax and Exceptional Item	-92.67	2,427.53
Exceptional Items	0	0
Profit/(Loss) before tax	-92.67	2,427.53
Tax Expenses	-79.02	836.70
Profit/(Loss) for the period from continuing operations	-171.69	1590.83
Profit/(Loss) form discontinued operations (after tax)	0	0
Profit/(Loss) for the period	-171.69	1590.83
Other Comprehensive Income	-441.93	1,212.22
Total Comprehensive Income for the period	-613.62	378.61

OPERATION REVIEW:

During the year under review, your Company achieved Service Income of INR. 40,434.22 Lakhs as compared to INR. 37,583.78 Lakhs of previous Financial Year, an increase of 7.58%. Total Income of the Financial Year 2017-18 (including Operational and other Income) increased to INR 40,723.38 Lakhs from INR 38,758.05 Lakhs, an increase of 5.07 % over the last Financial Year.

The EBIDTA was INR 5,778.93 Lakhs for current year (14.29% of the Service Income) as against of INR 8,537.96 Lakhs (22.71% of the Service Income).

After considering Interest, Depreciation and Foreign Exchange (Loss)/Gain, an Exceptional Item and Prior Period Items, the Company has Loss Before Tax of INR. 92.67 Lakhs for the current year as against Profit of Rs. 2,427.53 Lakhs in the previous year. Total Comprehensive Loss for the period was INR. 613.62 Lakhs for the current year as against Profit of Rs. 378.61 Lakhs in the previous 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 2017-2018. 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.

AMOUNT PROPOSED TO BE CARRIED TO RESERVES

The company proposes to carry INR 3,735.24 Lakhs 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, offers himself for re-appointment.

The Board of Directors consists of the Chairman and Three Independent Directors. The Board of Directors of the Company duly constituted with proper balance of Executive Director and Independent Directors except for appointment of women director to be appointed as per section 149(1) of the Companies Act, 2013 and Regulation 17(1)(a) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Company is awaiting approval from the Ministry of Home Affairs through the Ministry of Civil Aviation for 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

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 9^th February, 2018.

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 2017-18.

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, up to the date of ensuing Annual General Meeting. Any shareholder interested in obtaining a copy of the same may write to the 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. 25 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 extract of the Annual Return for the year ended 31^st March, 2018 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 (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 issues 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 nonexecutive 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.

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 and also before the Board for approval. Prior omnibus approval of the Audit Committee is also sought for transactions 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 not applicable.

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 44 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 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. Kalyaniwalla & Mistry LLP, Chartered Accountants, Mumbai (FRN No. 104607 W/W100166), were appointed as statutory auditors of the Company from the conclusion of the Nineteenth annual general meeting (AGM) of the Company held on September 22, 2017 till the conclusion of the Twenty Fourth Annual General Meeting of the Company to be held in the year 2022, subject to ratification of their appointment at ensuing AGM.

The observations of the Auditors in their report read with the relevant accounts are self evident and further explanation has been given under Remarks of the Auditors.

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, Practising Company Secretaries were appointed to undertake the Secretarial Audit. The Report of the Secretarial Audit for the year ended 31^st March, 2018 is attached to the Directors'' Report.

The Secretarial auditors'' report does contain remarks on nonappointment of women directors and on amount not spent on Corporate Social Responsibility. The management believes that Company will get the security clearance from the Ministry of Civil Aviation regarding appointment of women director and Company will identify suitable partner for CSR purpose.

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 Annual Report on CSR activities in enclosed as Annexure C.

During the financial year, the company has not spent the required amount on CSR as Company is in process of identifying any suitable partner for this purpose.

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 Corporate Governance as stipulated in Regulation 27 and other applicable Regulations of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 except for appointment of woman director to be appointed as per section 149(1) of the Companies Act 2013 and Regulation 17(1)(a) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. 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. A Certificate from the Practising Company Secretary regarding compliance of Corporate Governance as stipulated in Regulation 27 and other applicable Regulations of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,2015 forms a part of this Annual Report.

REMARKS OF THE AUDITORS

Reference is drawn to notes on basis for qualified opinion and note 41 to the financial statements, a customer has disputed service tax levied by the Company on reimbursement of expenses aggregating Rs 252.37 Lakhs. No provision has been made by the Company in respect of such outstanding as required by the accounting policies of the Company. The management believes that the Company has a strong case to collect the outstanding amounts.

SIGNIFICANT AND MATERIAL ORDERS

There are no material changes and commitments affecting our financial position between the end of the financial year 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 /vigilance mechanism to deal with instances of fraud and/or mismanagement, if any. The vigilance 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 31.03.2018, 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 2,581,375,592/- (previous year INR 2,530,794,364/-) in foreign exchange during the year. The foreign exchange outgoes amount to INR 1,463,373,471/-(previous year INR 1,409,824,421/-)

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 Dr. Gautam Sen

Chairman Independent Director

Date: - 29^th May, 2018

Place: - Mumbai

---

Mar 31, 2016

DIRECTORS'' REPORT

The Directors are pleased to present the Eighteenth Annual Report of the Company and audited accounts of the Company for the year ended 31^st March, 2016.

FINANCIAL PERFORMANCE

(INR in Lacs)

Particulars	Year ended 31st March, 2016	Year ended 31st March,2015
Service Income	35,701.63	34,463.85
Other Operating Income	36.59	217.51
Income from operations	35,738.22	34,681.36
Other Income	3,430.28	950.11
Total Income	39,168.50	35,631.47
Profit before interest, depreciation, amortisation of expenses, exceptional items and Tax	8,456.88	7,917.02
Less : Interest	1,506.58	1,670.86
Less : Depreciation (Net)	3,046.23	2,571.97
Profit for the year before Tax and Exceptional Item	3,904.07	3,674.19
Exceptional Items	-1,338.07	499.76
Profit for the year after exceptional items and before Tax	2,566.00	4,173.95
Less : Income Tax - Current Tax	118.71	243.28
- Deferred Tax	1,156.66	1,618.42
Profit after tax	1,290.63	2,312.26

OPERATION REVIEW:

During the year under review, your Company achieved Service Income of Rs. 35,701.63 Lakhs as compared to Rs. 34,463.85 Lakhs of previous Financial Year, an increase of 3.59%. Total Income of the Financial Year 2015-16 (including Operational and other Income) also increased to Rs. 39,168.50 Lakhs from Rs. 35,631.47 Lakhs, an increase of 9.93 % over the last Financial Year.

The EBIDTA has increased to Rs. 8,456.88 Lakhs (23.69% of the Service Income) from Rs. 7,917.02 Lacs (22.97% of the Service Income) of previous year, an increase of 6.82 % 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. 2,566.00 Lakhs for the current year as against Profit of Rs. 4,173.95 Lakhs in the previous year. The net Profit after tax was Rs. 1,290.63 Lakhs for the current year as against Profit of Rs. 2,312.26 Lakhs in the previous 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 2015-2016. The Company has received a communication from the holder of the Non Convertible Cumulative Redeemable Preference Shareholder that they have waived off the cumulative preference share dividends of the current year and for the previous years, no provision has been made for the preference dividend, nor has this amount been shown under contingent liabilities.

AMOUNT PROPOSED TO BE CARRIED TO RESERVES

The company proposes to carry Rs. 7, 84,91,252/- 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 Board of Directors consists of the Chairman and Three independent Directors. The Board of Directors of the Company duly constituted with proper balance of Executive Director and Independent Directors except for appointment of women director to be appointed as per section 149(1) of the Companies Act, 2013 and Regulation 17(1)(a) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Company is awaiting approval from the Ministry of Home Affairs through the Ministry of Civil Aviation for 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

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 Regulation 25 and other applicable regulations of Securities And Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulation 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 11^th February, 2016. 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 FY 2015-16. 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. 25 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 31^st March, 2016 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 (Listing Obligations and Disclosure Requirements) Regulations, 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 nonexecutive 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.

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 Disclosure 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 not applicable.

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 30 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 there under, 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 ensuing 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 31^st March, 2016 is attached to the Directors'' Report. The Secretarial auditors'' report does contain remarks on non appointment of women directors and on amount not spent on Corporate Social Responsibility. The management believes that Company will get the security clearance from the Ministry of Civil Aviation regarding appointment of women director and Company will identify suitable partner for CSR purpose..

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 Annual Report on CSR activities in enclosed as Annexure C. During the financial year the Company has not spend the required amount on CSR as Company is not able to identify any suitable partner for this purpose.

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 Corporate Governance as stipulated in Regulation 27 and other applicable Regulations of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 except for appointment of woman director to be appointed as per section 149(1) of the Companies Act 2013 and Regulation 17(1)(a) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. 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. A Certificate from the Practicing Company Secretary regarding compliance of Corporate Governance as stipulated in Regulation 27 and other applicable Regulations of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 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.

The details in respect of internal financial control and their adequacy are included in the management discussion & analysis, which forms part of this report.

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

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. 2,476,726,890/- (previous year Rs. 2,268,866,109/-) in foreign exchange during the year. The foreign exchange outgoes amount to Rs. 1,321,594,142/-(previous year Rs. 1,118,604,464/-)

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 mobilizing 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 Dr. Gautam Sen

Chairman Independent Director

Date:- 25^th May, 2016

Place:- Mumbai

---

Mar 31, 2014

Dear Shareholders,

The Directors are pleased to present the Sixteenth Annual Report of the Company and audited accounts of the Company for the year ended 31st March, 2014.

FINANCIAL PERFORMANCE (INR in Lacs) Particulars Year ended Year ended 31st March, 2014 31st March, 2013

Service Income 33,012.57 24,799.11

Other Operating Income 142.34 198.38

Income from operations 33,154.91 24,997.49

Other Income 507.41 516.85

Total Income 33,662.32 25,514.34

Profit before interest, depreciation, amortisation of expenses and Tax 5,933.65 3,799.97

Less : Interest 2,120.74 2,769.25

Less : Depreciation (Net) 2,923.61 3,038.45

Profit / (Loss) for the year before Tax and Exceptional Item 889.30 -2,007.73

Exceptional Item 0 2,693.04

Profit for the year after exceptional item and before Tax 889.30 685.31

Less : Income Tax - Deferred Tax 340.15 0.00

Profit after tax 549.15 685.31

OPERATION REVIEW:

During the year under review, your Company achieved Service Income of Rs. 33,012.57 Lacs as compared to Rs. 24,799.11 Lacs of previous Financial Year, an increase of 33.12%. Total Income of the Financial Year 2013-14 (including Operational and other Income) also increased to Rs. 33,662.32 Lacs from Rs. 25,514.34 Lacs, an increase of 31.93 % over the last Financial Year.

The EBIDATA has increased to Rs. 5,933.65 Lacs (18% of the Service Income) from Rs. 3,799.97 Lacs (15% of the Service Income) of previous year, an increase of 56 % 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. 889.30 Lacs for the current year as against Profit of Rs. 685.31 Lacs in the previous year. The net Profit after tax was Rs. 549.15 Lacs for the current year as against Profit of Rs. 685.31 Lacs.

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 2013-2014.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956, Lt. Gen. (Retd.) SJS Saighal retires by rotation in the forthcoming Annual General Meeting and being eligible offer himself for re-appointment.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 217(2AA) of the Companies Act, 1956, the Board hereby certifies and confirms that:

1) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explana- tion relating to material departures;

2) the directors have 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 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. LLP, Chartered Accountants, retires as auditors of the Company and has 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. 2,118,223,606/- (previous year Rs. 1,631,039,755/-) in foreign exchange during the year. The foreign exchange outgoes amount to Rs. 1,203,396,730/- (previous year Rs. 898,129,364/-)

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.

REMARKS OF THE AUDITORS

Reference is drawn to Clause no.(6) of the Auditors'' Report and note no. 34 to the Company''s statements, 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. 2621.95 Lakhs. No provision has been made by the Company for the same nor the interest due thereon as at 31st March, 2014. 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 and that the demand will be set aside by a higher appellate authority.

Reference is drawn to Clause no.(7) of the Auditors'' Report and note no 37 to the Company''s statement, certain customers have disputed taxes levied by the Company aggregating Rs. 904.25 Lakhs (previous year: Rs. 904.25 Lakhs). 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, 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

Mr. P. Raj Kumar Menon Whole-Time Director

Date:- 30th May, 2014 Place:- Mumbai

---

Mar 31, 2013

The Directors take pleasure in presenting the Fifteenth Annual Report of the Company and audited accounts of the Company for the year ended 31s1 March, 2013.

FINANCIAL PERFORMANCE

(Rs. in Lacs)

Particulars Year ended 31st Year ended 31st March, 2013 March, 2012

Service Income 24799.11 27534.29

Other Operating Income 198.38 345.29

lncome from operations 24997.49 27879.58

Other lncome 516.85 509.38

Total Income 25514.34 28388.96

Profit before interest, dsreciation, amortisation of expenses and Tax 3799.97 4225.07

Less :Interest 2769.25 4050.36

Less : Depreciation(Net) 3038.45 2590.55

(Loss) for the year before exceptional item and Tax -2007.73 -2415.84

Exceptional item 2693.04 0 Profit/(Loss) for the year after exceptional item and before Tax 685.31 -2415.84

Less: Provision for taxatin 0.00 0.00

Profit/(Loss) after tax 685.31 -2415.84



OPERATION REVIEW:

During the year under revw, your Company achieved Service Income of Rs. 24799.11 Lacs as compared to Rs. 27534.29 Lacs of previous Financial Year, a eduction of 9.93%. Total Income of the Financial Year 2012-13 (including Operational and other Income) also reduced to Rs. 25514.3<.acs from Rs. 28388.96 Lacs, a decrease of 10.13 % over the last Financial Year.

The EBIDTA was Rs. 3799.9Lacs for current year (15.32% of the Service Income) as against of Rs. 4225.07 Lacs in the previous year.

(15.34% of the Service Incoe).

After considering Interest, Cpreciation and Foreign Exchange (Loss) / Gain and Extra-ordinary Item, the Company has Profit Before

Tax of Rs. 685.31 Lacs for thejrrent year as against Loss of Rs. 2415.84 Lacs in the previous year. The net Profit after tax was Rs. 685.31 Lacs for the current year asgainst Loss of Rs. 2415.84 Lacs.

The reason of loss of reveie and consequential loss for the quarter ended 30th June, 2012, and its effect on annual result is explained below:-

The Director General of Ci''Aviation (DGCA) vide its order dated 7lh May 2012, suspended the Company''s Non-Scheduled Operator''s Permit (NSOP).

The Company filed a Writ Peon with the single-judge bench of the Delhi High Court against the order of DGCA. Delhi High Court vide its judgment dated 11lh Je 2012, granted an interim relief to the Company and stayed the operation of the above mentioned order. Consequently, DGCA v. its order dated 20th June 2012, stayed itsOrder of 7m May 2012, accordingly, the Company resumed its operations of flying aircraffiThe Company''s Operations remained suspended from 8,h May 2012, to 20th June 2012, which has severely affected the company operation for the year ended 31st March, 2013. For the quarter ended 30th June, 2012, Company has made loss due to above amouiig to Rs. 3883.80 Lacs.

On 19th September 2012, the D»A has filed an appeal which is pending before the divisional bench of the Delhi High Court seeking the interim order passed by thingle-judge bench to be set aside. Currently, the Company''s Non-Scheduled Operator''s Permit (NSOP) has been renewed andsubject to the outcome of the above court matter.

The Management believes that iCompany is in compliance with relevant DGCA and other applicable Regulations and continues as a going concern.

DIVIDEND:

In order to conserve resources forire growth and expansion projects of the Company, the Board of Directors has not recommended any dividend for the Financial Yea)-|2-2013.

DIRECTORS

In accordance with the provisions tie Companies Act, 1956, Maj. Gen. (Retd.) Gurdial Singh Hundal retires by rotation in the forthcoming Annual General Meetirnc| being eligible offer himself for re-appointment.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 217(2AA) of the Companies Act, 1956, the Board hereby certifies and confirms 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 judgments 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 as 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, retires as auditors of the Company and has 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. 1,631,039,755/- (previous year Rs. 1,562,072,187/-) in foreign exchange during the year. The foreign exchange outgoes amount to Rs. 891,312 527/- (previous year X 968,289,387/-)

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. (t) of the Auditors'' Report and schedule 35 to the financial stttements. In this regard, Board informs that Company has already filed a application with Central Government for approval anithe waiver of the excess remuneration to Whole-time Directors of the Company. Reference is drawn to Clause no.(7) of the Auditors'' Report and schedule 34 of the financial statemeits''; Company has received an order from the Office of the (orhmissioner of Customs (Preventive) confirming the demad for differential duty of customs alongwith penalty aggregtingj 2621.95 Lakhs. No provision has been made by the Ccnpany for the same nor the interest due thereon as at 31s'' Math, 2013. The Management believes that the Company is in ompliance with the relevant customs and other regulatory guicfines in this respect and the matter is being contested by the Cmpany with the appropriate authorities.

Reference is drawn to Clause n(8) of the Auditors'' Report and schedule 38 to the financial atements, certain customers have disputed taxes levied bythe Company aggregating 1904.25 Laj
ACKNOWLEDGEMENTS

Your Directors thank the Compy''s clients, vendors, investors and bankers for their continuesupport during the year. Your Directors place on record theiippreciation of the contribution made by employees at all lev}. Your Company''s consistent growth was made possible btneir hard work, solidarity and support. Your directors also tnk the Governments of Andhra Pradesh, Arunachal Pradef Delhi, Gujarat, Maharashtra, Nagaland, Orissa, and Ponderry for the patronage extended to your Company in mobilig various forward bases. Your Directors look forward to the continued support in the future.



For and on behalf of the Board

Lt. Gen. (Retd.) SJS Saighal

Chairman



Mr. P. Raj Kumar Menon

Whole-Time Director

Date:-28,h May, 2013

Place:- Mumbai

---

Mar 31, 2010

The Directors take pleasure in presenting the Twelve Annual Report of the Company and audited accounts of the Company for the year ended 31 March, 2010.

FINANCIAL PERFORMANCE

(Rupees in Lacs)

Particulars Year ended Year ended

31 March, 2010 31 March, 2009

Service Income 24473.49 23335.45

Other Operating Income 108.42 152.46

Other Income 1588.91 252.88

Gross Income from operations 26170.82 23740.79

Profit before interest,

depreciation, amortisation

of expenses,

exceptional items and Tax 7016.50 4199.01

Less : Interest 3847.03 5604.89

Less : Revaluation loss on

Helicopters 0.00 268.91

Less : Impairment loss on

Helicopters 0.00 1759.04

Less : Depreciation ( Net ) 3666.63 2948.95

(Loss) for the year before

extraordinary items and before Tax -497.16 -6382.78

Add :- Extraordinary Item -

Liabilities written back 1169.43 0.00

Profit/(Loss) for the year after

extraordinary items and before Tax 672.27 -6382.78

Less : Provision for taxation -77.03 -761.04

Profit /(Loss) after tax 749.30 -5621.74

Balance of Profit/(Loss)

for earlier years -5621.74 1439.06

Add:-Effect of changes in exchange

rates Accounting Standard 11 0.00 -1439.06

Balance carried forward to

Balance Sheet -4872.44 -5621.74



OPERATION REVIEW:

During the year under review, your Company achieved Service Income of Rs. 24473.49 Lacs as compared to 23335.45 Lacs of previous Financial Year, a growth of 4.87 %.Total Income of the Financial Year 2009-10 (including Operational and other Income) also increased to Rs. 26170.82 Lacs from Rs. 23740.79 Lacs, an increase of 10.24 % over last Financial Year.

After considering Interest, Depreciation, Foreign Exchange (Loss) / Gain and Extra-ordinary items, the Company has Profit Before Tax of Rs. 672.27 Lacs for the current year as against Loss of Rs. 6382.78 Lacs in the previous year. After making provision for tax, the net Profit was Rs. 749.30 for the current year as against Loss of Rs. 5621.74.

DIVIDEND:

In order to conserve resources for future growth and expansion projects of the Company, the directors have not recommended any dividend for the Financial Year 2009-2010.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956, Mr. Ravinder Kumar Rishi and Mr. P. Raj Kumar Menon by rotation in the forthcoming Annual General Meeting. Both of them, being eligible offer themselves for re-appointment.

Captain Dhirendra Kumar Chand resigned as Director of the Company w.e.f. 30 January, 2010.

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. 1,373,328,412/- (previous year Rs. 1,432,544,927/-) in foreign exchange during the year. The foreign exchange outgoes amount to Rs. 789,945,674/- (previous year Rs. 817,271,686/-)

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.(e) of the Auditors’ Report and schedule 31 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, 2010. 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.(f) of the Auditors’ Report and schedule 32 to the financial statements. In this regard, Board informs that Company has already filed a application with Central Government for the waiver of the excess remuneration to Whole-time Directors and Chief Executive Officer of the Company and permission of the Central Government is awaited.

Reference is drawn to Clause no.(g) of the Auditors’ Report and schedule 33 to the financial statements, certain customers have disputed taxes levied by the Company aggregating 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.

Reference is drawn to Clause no.(h) of the Auditors’ Report and schedule 30 to the financial statements. In this regards Board informs that pursuant to the completion of conciliation proceeding with the customer during the year ended 31st March, 2010 an amount aggregating Rs. 157,248,803 has been written off/adjusted.

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

Mr. P. Rajkumar Menon

Whole-Time Director

Place: Mumbai

Date: 27th May, 2010