Comparación de perfiles medidos versus calculados

In addition to the above, legislations relating to direct and indirect taxation, environmental and pollution control regulations, intellectual property, labour and employment related legislation apply to us, as they apply to all industries. We are required to obtain various consents, approvals and permissions prior to or during the course of our operations under the aforesaid legislation.

107 Regulators

Director General of Civil Aviation (DGCA)

Domestic aviation in India is regulated by the Ministry of Civil Aviation (MoCA) and its two attached offices, the Bureau of Civil Aviation Security (BCAS) which is the central agency for aviation security; and the Director General of Civil Aviation which is responsible for the regulation of air transport services in India and for the enforcement of civil air regulations, air safety and airworthiness standards.

The DGCA is the principal regulator in the Indian civil aviation sector. Inter alia, the office of the DGCA promulgates, implements and monitors standards relating to the operations and airworthiness of an aircraft, licensing of personnel such as flight crew, flight dispatchers and aircraft maintenance engineers, air transport operations, investigation of minor accidents, etc. The detailed terms and conditions of these standards, including, without limitation, the authorities involved, the application processes and the requirements of renewal are prescribed by the Aircraft Act, the Aircraft Rules, CARs, ATACs, AICs and other circulars and advisory circulars.

Amongst other things, the DGCA is responsible for the following:

• Aircraft registration: DGCA is responsible for registration of all civil aircraft in India. Rule 30 of the Aircraft Rules empowers the DGCA to register aircraft and to grant certificate of registration in India;

• Airworthiness certification: Rule 15 requires that all aircraft registered in India to possess a current and valid Certificate of Airworthiness before it is flown. Under the provisions of Rule 50A, the DGCA issues/renews or revalidates the Certificate of Airworthiness;

• Grant of approval to maintenance organizations: Rule 133B certifies approved organizations for maintenance of aircraft.

• Continuing airworthiness information: DGCA issues continuing airworthiness information in the form of mandatory modifications/inspections which prescribe the mandatory actions required for the continued safe operation of the aircraft. These mandatory modification/inspection notify aircraft owners of potentially unsafe and other conditions affecting the airworthiness of their aircraft and/or accessories;

• Grant of air operator’s permits: DGCA, under the provisions of Rule 134 of the Aircraft Rules grants permission to persons to operate an air transport service to, within and from India.

The air transport services offered are

(a) Scheduled Air Transport Services (Passenger) (CAR Section 3 Series ‘C’ Part II), (b) Non- Scheduled Air Transport Services (Passenger) (CAR Section 3 Series ‘C’ Part III),

(c) Air Transport Services (Cargo) (CAR Section 3 Series ‘C’ Part IV) and

(d) Non- Scheduled Air Transport Services (Charter Operation) (CAR Section 3 Series ‘C’

Part V).

These permits are equivalent to the Air Operator’s Certificate required to be granted by ICAO member States. Our helicopter operations are covered by the Non-Scheduled Operator’s Permit (NSOP) which is discussed below.

• Grant of licenses to crews and personnel involved in the operation and maintenance of aircraft: The DGCA grants approvals and licenses to certain personnel such as flight crew, flight dispatchers and aircraft maintenance engineers.

108 Regulations applicable to our business:

We are engaged in providing non scheduled air transport services in India. Companies engaged in providing non scheduled air transport services are required to obtain the Non-Scheduled Operators Permit (NSOP) from the DGCA.

Operation of Non-scheduled air transport services

A ‘scheduled air transport service’ means an air transport service undertaken between two or more places and operated according to a published time table or with flights so regular or frequent that they constitute a recognizably systematic series, each flight being open to use by members of the public. A non- scheduled operation means an air transport service other than scheduled air transport service and that may be on charter basis and/or non-scheduled basis. Permission to operate non-scheduled services in India is only granted to:

• a citizen of India; or

• a company registered under the Companies Act, 1956 having its principal place of business within India, its chairman and at least two-thirds of its directors are citizens of India; and, its substantial ownership and control are vested in Indian Nationals.

Requirements for the operating permit also include certain requirements relating to permissible classes of aircraft, a minimum subscribed equity capital depending on the number of aircraft, availability of sufficient maintenance facilities, adequate maintenance and repair facilities, adequate number of flight crew and cabin crew, and adequate ground handling facilities and staff.

Foreign ownership restrictions

Foreign investment in Indian securities is regulated through the Industrial Policy of the Government of India and FEMA. While the Industrial Policy prescribes the limits and the conditions subject to which foreign investment can be made in different sectors of the Indian economy, FEMA regulates the precise manner in which such investment may be made. Under the Industrial Policy, unless specifically restricted, foreign investment is freely permitted in all sectors of the Indian economy up to any extent and without any prior approvals, but the foreign investor is required to follow certain prescribed procedures for making such investment. Under the current foreign investment policy, FDI in the “Air Transport Services (Domestic Airlines)” sector (including scheduled and non-scheduled operators) is permitted up to 49% and up to 100% by NRIs (both under the automatic route, i.e., without the prior approval of the FIPB). Detailed guidelines in this regard have been issued by the DGCA under AIC No. 09. The Industrial Policy further prohibits foreign airlines from making any direct or indirect equity investment in a domestic airline.

In addition, the guidelines issued by the DGCA from time to time, including AIC No. 09, specify the following restrictions:

• a foreign investing institution or other entity that proposes to hold equity in the domestic air transport sector must not be a subsidiary of a foreign airline;

• a foreign financial institution or other entity that proposes to hold equity in the domestic air transport sector must not have foreign airlines as its shareholder;

• the substantial ownership and effective control of companies operating non-scheduled services must be vested in Indian nationals; and

• a foreign investing institution or other entity that proposes to hold equity in the domestic air transport sector may have representation on the board of directors of a domestic airline company, but such representation shall not exceed one-third of the total strength of such board.

No person shall make a Bid in pursuance of this Issue unless such person is eligible to acquire Equity Shares of our Company in accordance with the AIC No. 09, and other applicable laws, rules, regulations, guidelines and approvals.

Investors making a Bid in response to the Issue will be required to confirm and will be deemed to have represented to our Company, the BRLM, the Underwriters and their respective directors, officers, agents,

109 affiliates and representatives that they are eligible under all applicable laws, rules, regulations, guidelines and approvals to subscribed to the Equity Shares of our Company and will not offer, sell, pledge or transfer the Equity Shares of our Company to any person who is not eligible under applicable laws, rules, regulations, guidelines and approvals to acquire Equity Shares of our Company. Our Company, the BRLM, the Underwriters and their respective directors, officers, agents, affiliates and representatives accept no responsibility or liability for advising any investor whether such investor is eligible to subscribe to Equity Shares of our Company.

Regulations applicable to our fleet: Acquisition of aircraft

The acquisition of aircraft and their use for non scheduled airline operations requires that we obtain various permissions, approvals and consents. The import of aircraft requires a general “no-objection” certificate from the MoCA and subsequently a specific “no-objection” certificate to import aircraft from the DGCA. Further, permission from the RBI is required for foreign currency financing arrangements for the acquisition of aircraft. For aircraft that are in operation elsewhere prior to their import by us, export certificates of airworthiness and certificates of deregistration are required from the regulators in the country of import prior to their import into India. Following the import of aircraft, further permissions, particularly in connection with registration of the aircraft, certification of their airworthiness and an issue or extension of the permit to operate air transport services for non scheduled commercial operations must be obtained and maintained in order for them to be inducted into our fleet and used for our operations. In addition to the above, we also required to obtain and maintain adequate levels of insurance for its scheduled commercial operations, including:

• Insurance for passengers, baggage, crew and cargo; and • Hull loss and third party risk.

Under the applicable regulations, aircraft imported for non scheduled commercial operations must comply with various functional requirements prior to their certification. These include limitations on maximum permissible age, type of aircraft that may be imported, installation of prescribed instrumentation and safety equipment and restrictions specific to the nature of the arrangement under which aircraft are leased.

Regulations governing our personnel

Personnel employed in our operations including our flight crews, flight dispatchers, and engineering personnel engaged in maintenance are required to be approved or licensed by the DGCA. In addition to the above requirements, certain clearances are required for non-scheduled airlines prior to appointment of various personnel, including:

• Security clearance for non-India pilots and engineers to be obtained under ATC No. 03 of 1998. • Security clearance for the chairman and directors of all scheduled and non scheduled airline

operators under ATC No. 3 of 1998. Air crew

All of our flight crews are required to obtain aircraft specific licenses from the DGCA prior to the operation of aircraft. These licenses are to be renewed on a periodic basis. Our air crews are also required to undergo proficiency checks on a regular basis in order to keep their licenses current. In addition, our flight crews may also need to satisfy specific requirements in connection with offshore operations. Our air crew training program is required to be approved by the DGCA.

Regulations governing engineering and maintenance

All the AME’s employed in connection with our engineering and maintenance operations must be licensed or approved by the DGCA for carrying out their specific maintenance and certification roles. These licenses or approvals have to be renewed on an annual basis. Recurrent training of these personnel is also required to ensure compliance with proficiency requirements.

110 We are required to maintain certain basic maintenance facilities for our aircraft in order to qualify for a permit to provide non-scheduled air transport services. Consequently, we have obtained approvals from the DGCA to provide different levels of maintenance services for our fleet. We are required to renew these approvals on an annual basis.

Regulations governing security

We are required to comply with BCAS requirements when training our airport based security personnel and our security documentation must be approved by the BCAS. We are also required to obtain BCAS approval for our security arrangements in each airport prior to commencing our operations.

Regulations governing safety

Only scheduled operators are mandatorily required to establish a flight safety cell in order to monitor its flight safety, investigate any safety related incidents and recommend remedial measures in connection with the same; while non-scheduled operators are only ‘encouraged’ to do so by the applicable CAR. Notwithstanding the recommendatory nature of these guidelines, we have undertaken strict voluntary compliance with the applicable CAR.

Regulations governing quality assurance

We are required to have a quality assurance system to carry out internal audits of its engineering activities. We are also required to appoint a quality control manager whose appointment is to be approved by the DGCA. Further, we are also required to designate an accountable manager who has the corporate authority to ensure compliance of our maintenance operations with DGCA requirements.

111 HISTORY AND OTHER CORPORATE MATTERS

Our Brief History

On incorporation, the company had taken over the assets and liabilities of M/s. Swajas Air Charters, an air craft brokerage proprietary concern of Mr. R. Jayakumar, the promoter and Managing Director of the Company which he was operating from 1996, against which 3,46,500 shares were allotted as consideration, based on a valuation certificate received from M/s. K. Jayasekar & Co., Chartered Accountants dated July 22, 2008 for the fair valuation of the proprietary concern.

Swajas Air Charters Limited is a Non-Scheduled Airline Operator servicing a fleet of fixed-wing aircraft and helicopters across India. Having being incorporated to absorb the on-going proprietary concern of Mr. R. Jayakumar named Swajas Air Charters which was a small aircraft brokerage proprietary concern in the year 1996, the company, today, has gradually grown to dry lease and wet lease a number of helicopters and aircrafts of its own. Swajas Air Charters Limited has become one of the key Non-Scheduled Operator in Southern India having gained experience over the years. The services provided can fulfill various Aviation requirements which range from corporate travel to emergency medical services as well as from aircraft management to maintenance and technical support.

Our Clients include Hardy Exploration & Production (India) Inc., Government of Orissa, Videocon Industries Limited, Larsen & Toubro Limited, Nimbus Communications Limited, Suzlon Energy Limited, Apollo Hospitals Group, BALCO (Bharat Aluminium Company Limited), etc.

For further details pertaining to our business and competition please see “Business Overview” beginning on page 92 of this RHP.

Incorporation and Change in Name/Constitution

Our Company was incorporated on 22nd _{July 2008 under the Companies Act, 1956 as ‘Swajas Air} Charters Private Limited’ and received its Certificate of Incorporation from the Registrar of Companies, Tamil Nadu, Chennai. The Corporate Identity Number of the Company was U62200TN2008PTC068642. The company was converted from “Private Limited” to “Public Limited” vide a special resolution dated 4th June 2009 and a fresh certificate consequent to change of name and constitution was issued by the Registrar of Companies. Chennai on 26th June 2009. The new Corporate Identity Number of the Company is U62200TN2008PLC068642

Except as stated above, there have no other changes in the name of our company till date. Changes in Registered Office of the Company

Pursuant to a resolution passed at the meeting of the Board of Directors of the company held on November 10, 2010 we have shifted our registered office from New No. 47, Old No. 22, Arathoon Road, Royapuram, Chennai – 600 013 to the current office address of 1/62 – 4, 1st Street, Ravi Colony, St. Thomas Mount, Chennai – 600 016.

Except as stated above, there have no other changes in the registered office of our company till date. Main Objects of the Company:

The main objects of the Company are as follows:

• To take over the entire assets & liabilities of Swajas Air Charters, a proprietorship concern owned by Mr. R. Jayakumar, carried at New No. 47, Old No. 22, Arathoon Road, Royapuram, Chennai – 600 013.

112 • To carry on the business of airlines, air charter, aviation services, tour operators and related

activities. To own, hire, manage, administer, rent, lease, sub lease and run aircrafts for chartering & any other commercial purpose on contractual basis in India & abroad.

• To build, own, administer, manage and carry on the business of running hotels, transit inn, leisure club, restaurants, resorts, multiplex theatres, shopping complexes and holiday homes.

Amendments to the Memorandum of Association

Dates on which some of the main clauses of the Memorandum of Association of the Company have been changed citing the details of amendment as under:

Date Nature of Amendment

24th _{July 2008} Increase in the Authorised Capital from ` 1 lac to ` 2 Crores and alteration of the Articles of Association for inserting the Brand Name Clause.

26th June 2009 Conversion of our company from a Private Limited to a Public Limited Company. 27th August 2009 Replacement of the existing Articles of Association with a new set of Articles of _Association. 26th October 2009 Increase in the Authorised Capital from ` 2 Crores to ` 5 Crores.

31st _{January 2011 Increase in the Authorised Capital from ` 5 Crores to ` 15 Crores.} 27th August, 2011 Increase in the Authorised Capital from ` 15 Crores to ` 17 Crores. Major events in the History of the Company:

Year Major Event

2008-09

Our Company was incorporated in July 2008.

Absorbed the on-going proprietary concern of Mr. R. Jayakumar named Swajas Air Charters

Applied for Non Schedule Operator Permit (NSOP) and obtained the same from Director General of Civil Aviation, Ministry of Civil Aviation.

Obtained Security Clearances for all the directors of the Company from Ministry of Home Affairs.

NOC received from Ministry of Civil Aviation for starting NSOP operations.

Completion of `preparedness’ formalities with DGCA to import and operate Bell 407 Helicopter.

Identification of Bell 407 helicopter for dry lease and completion of leasing formalities. Obtained NSOP permit from DGCA in March 2009.

Acquired on dry lease basis a Bell 407 Helicopter for its own charter services.

2009-10

Started Offshore operations using Bell 412 helicopters on wet lease basis. Company converted into Public Limited Company in June 2009.

Contract signed with Hardy Exploration & Production (India) Inc. for offering offshore services for a period of 3 yeas extendible by another 2 years.

Started process to import on dry lease basis 2 Bell 412 helicopters, 1 Augusta 109 E helicopter and 1 Cessna Citation 560 XL aircraft.

113

Year Major Event

Bank Guarantee limits of ` 130.93 Lacs and Bills Discounting limits of ` 90 Lacs obtained from Axis Bank, George Town Branch, Chennai.

Acquired the above aircraft and helicopters and put them into commercial operations.

2010-11

Obtained CAR 145 approval to maintain own/others aircraft and helicopters obtained from DGCA.

Obtained CAR 145 approval extended to cover Embraer Legacy 600 Private Jet owned by Krishnapatnam Port Company Limited.

Obtained CAR-M approval obtained from DGCA to carry out Continuing Air worthiness Management tasks.

Obtained CAR 145 approval extended to cover Bell 412 helicopter of Navyuga Engineering Company Limited.

Obtained Security Clearances for all the 6 additional directors of the Company from Ministry of Home Affairs.

Signed a contract with Government of Orissa for offering air chartering services of 1 twin engine helicopter for a period of 1 year.

Limits of Axis Bank taken over by Corporation Bank, Chennai and additional loan limits also obtained. For details of limits available please refer “Financial Indebtedness” on page170 of this RHP.

International Safety audit carried out by Aviation Management Systems (AMS), Singapore, Det Norske Veritas (DNV) and ENI – Oil & Gas, Italy and clearances obtained to operate helicopter/aircraft for offshore and onshore operations for Transocean Offshore International Ventures Limited and Hardy Exploration & Production (India) Inc.

The company obtained approval from the Ministry of Civil Aviation and Director General of Civil Aviation for purchase of PC Pilatus 12 Aircraft vide its approval dated 10.05.2011.