Date: 15th June, 2026
Regulatory Compliance Update
Global Vectra Helicorp Limited has received multiple communications from the National Stock Exchange of India Limited regarding non-compliance with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, specifically Regulation 17(1) which requires listed companies to have at least six directors on their board.
Chronology of NSE Communications
The document references 18 separate NSE communications dating from July 30, 2024, to May 27, 2026, all concerning the company's non-compliance with board composition requirements. These include:
- Multiple notices of non-compliance for quarters ended June 30, 2024; September 30, 2024; December 31, 2024; March 31, 2025; June 30, 2025; September 30, 2025; December 31, 2025; and March 31, 2026
- Notices imposing fines for non-compliance
- Reminders before freezing of promoter holdings
- Requests for clarification regarding the non-compliance
Company's Defense and Explanation
GVHL explains that the non-compliance arises from circumstances beyond their control:
- As an aviation company, they must comply with Civil Aviation Requirements
- A new director cannot be appointed without security clearance from the Ministry of Home Affairs through Ministry of Civil Aviation
- The company has routinely maintained five directors on board and claims this is not deliberate or willful non-compliance
- They cite Criteria 3 of SEBI SOP Circular - Impossibility of Compliance
Security Clearance Application
The company has submitted an online application (Application No. E20250130419) on the esahaj portal on November 4, 2025, for security clearance of Mr. Hemang Ravi Rishi as a proposed director. The application details include:
- Application for Non Scheduled Operator Permit
- Purpose: Change in Director or Key Personnel of the Company/Firm
- Submitted by Global Vectra Helicorp Limited (CIN: L62200DL1998PLC093225)
Current Board Composition
The application lists the following current directors:
1. S J S Saighal (DIN: 01518126) - Chairman, Indian national, on board since March 18, 2006
2. Rati Rishi (DIN: 08185217) - Women Director, UK national, on board since July 23, 2018
3. Baldev Singh Pawar (DIN: 10305913) - Independent Director, Indian national, on board since August 21, 2023
4. Manjinder Singh Buttar (DIN: 07494082) - Independent Director, Indian national, on board since March 28, 2014
5. Vinay Goyal (DIN: 00373182) - Independent Director, Indian national, on board since April 14, 2025
Proposed Appointments
The application includes two proposed appointments:
1. Michael Lewis Edwin Barber - Proposed CEO/CFO/COO/Key Managerial Position, UK national, requires security clearance
2. Hemang Ravi Rishi (DIN: 09838892) - Proposed Director, UK national, requires security clearance
Shareholding Pattern
The application discloses shareholders with more than 10% shareholding:
- Vectra Investments Private Limited (48% stake, Indian company)
- AAA Rotor Limited (27% stake, Irish company)
Waiver Application and Fee Payment
GVHL has paid processing fees of INR 11,800 for a waiver application regarding the non-compliance for the quarter ended September 30, 2024. Payment details:
- Date: January 8, 2025
- UTR No: INDBH08016112974
- GST No: 27AADCA9318F1ZQ
- Bank: IndusInd Bank
- Amount: INR 11,800
Company Request
GVHL requests that NSE:
- Represent their difficulties to SEBI
- Confirm no penal actions including fines, freezing of promoter holdings, shifting to Z category, or suspension of trading
- Waive all fines imposed for the non-compliance
The company assures that they are continuing to take all steps to expedite the security clearance process.