Mar 31, 2018
To the Members,
The Directors have pleasure in presenting before you the Boardâs Report of the Company together with the Audited Statements of Accounts for the year ended 31st March, 2018.
Financial Results (Standalone)
Rs. in Lakhs
Particulars |
2017-18 |
2016-17 |
Revenue from Operations |
2,91,231.24 |
2,11,535.05 |
Other Income |
892.40 |
3,058.34 |
Total Income |
2,92,123.64 |
2,14,593.39 |
Profit Before Interest, Depreciation, Exceptional Items and Taxes |
47,658.91 |
35,400.05 |
Less: Financial Cost |
23,937.09 |
20,138.18 |
Profit before Depreciation, Exceptional Items and Taxes |
23,721.82 |
15,261.87 |
Less: Depreciation and Amortisation Expenses |
5,467.06 |
4,315.54 |
Profit before Exceptional Items and Taxes |
18,254.76 |
10,946.33 |
Less: Exceptional Items (Net) |
- |
(1,538.65) |
Profit Before Tax |
18,254.76 |
9,407.68 |
Provision for Tax |
(554.59) |
2,365.16 |
Profit After Tax |
18,809.35 |
7,042.52 |
Other Comprehensive income/ (losses) for the Year |
325.81 |
17.11 |
Total comprehensive income for the year |
19,135.16 |
7,059.63 |
Paid up Capital |
3,743.97 |
3,545.04 |
Review of Operations
The Operational Revenue during the year under review has increased to Rs.291231.24 Lakhs as against from Rs.211535.05 Lakhs in the previous year registering year on year growth of 37.67%.The growth in revenue is driven by the strong order book of the company.
The Company EBITDA margins during the year have increased to 16% as compared to 14% in the previous year mainly on account of better monitoring and systems introduced by the company. The Companyâs PBT margins improved to 6.27% in FY 2018 from 3% in previous year due to cost control measures introduced by the company. The PAT margins improved to 6.46% in FY 2018 from 3.33% in the previous year on account of the reversal of excess income tax provision made in the previous year.
The companyâs order book continues to grow at healthy rate and stood at 13,250 crores as on 31st March 2018. The composition of works in order book are Roads: 60.02%, Irrigation:26.48%, Industrial: 11.77% and Others 1.73%.
There are no material changes and commitments affecting the financial position of your Company which have occurred between the end of the financial year 2018 and the date of this report.
Future Outlook
The Indian economy has recovered following the aftermath of demonetization with global rating agencies upgrading their ratings for the country. During the year, the Goods and Services Tax (GST) was rolled out to replace different rates of taxes across the country. GST subsumed several different taxes and unified the Indian market. In spite of the initial hiccups, the system is now much more stable. The Indian economy is showing signs of revival and International Monetary Fund (IMF) reaffirmed that India will be the fastest growing major economy in 2018, with a growth rate of 7.4 per cent that rises to 7.8 per cent in 2019 with medium-term prospects remaining positive.
The Government of India taking every possible initiative to boost the infrastructure sector, mainly highways, renewable energy and urban transport. In the Union Budget 2018 Government has given massive push to the infrastructure sector by allocating Rs.5.97 lakh crores for this sector.
Yours Company as a leading construction company with experienced staff and machinery is in advantageous position to benefit from the Government investment in infra sector. Your Company is committed to continue to work towards improving the order book and profits. Your Company is also exploring to venture into new areas within the infrastructure sector for better margins and less competition.
The present order book of the company is at Rs.1,250.10 crores as at 31st March 2018 and the company is planning to improve the same to higher level during the year.
Dividend
As per the conditions stipulated by the lenders in the Master Restructuring Agreement, which is in force, approval of the lender is required for declaration of dividend to the shareholders. The lenders of the Company have not accorded their approval for dividend for the financial year ended March 31, 2018.
Share Capital
During the period under review the Company has issued and allotted 99,46,785 equity shares at a price of Rs.201.07 (including a premium of Rs.199.07) by way of Qualified Institutional Placement (QIP) in accordance with the SEBI (ICDR) Regulations, 2009 as amended from time to time. Pursuant to the aforesaid QIP, the paid-up share capital of the company has increased from Rs.35,45,03,800 divided in to 17,72,51,900 Equity shares of Rs.2/- each to Rs.37,43,97,370 divided in to 18,71,98,685 Equity shares of Rs.2/- each.
Material Changes and Commitments affecting the Financial Position of the Company
There are no material changes and commitments affecting Financial position of the company between the end of the financial year to which these statements relate and the date of this Boardâs Report. There is no change in the nature of business of the Company during the year under review.
Board Meetings
The Board of Directors met 6 times in the Financial Year 2017-18 on 18th April 2017, 29th May 2017, 14th August 2017, 17th November 2017, 06th December 2017 and 07th February 2018.
Directors and Key Managerial Personnel
During the year under review, Shri. Birendra Kumar, General Manager & Zonal Head, Bengaluru Zone, Bank of Baroda was appointed as Nominee Director replacing Shri. Venkateswarlu Kakkera, in accordance with Master Restructuring Agreement entered with the Joint Lenders Forum (JLF)
The Company has received necessary declaration from each Independent Director of the Company under Section 149(7) of the Companies Act, 2013 that the Independent Directors of the Company meet with the criteria of their Independence laid down in Section 149(6).
Composition of Audit Committee
The Audit Committee of the Board of Directors is as follows:
Mr. Ch. Hari Vittal Rao - Chairman
Dr. V. L. Moorthy - Member
Mr. G. Siva Kumar Reddy - Member Mr. J.N. Karamchetti - Member
Policy laid Down by the Nomination and Remuneration Committee for Remuneration of Directors, KMP & Other Employees:
The Remuneration policy of the Company is performance driven and is structured to motivate Employees. Recognize their merits and achievements and promote excellence in their performance. The Nomination Remuneration and Evaluation Policy of the company is enclosed at Annexure-I of this report.
Manner in Which Formal Annual Evaluation has been made by the Board of its Own Performance and that of its Committees and Individual Directors:
Pursuant to the provisions of the Companies Act 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Board has carried out evaluation of (i) its own performance, (ii) the directors individually and (iii) working of its Committees. The manner in which the evaluation was carried out as detailed below:
(a) Nomination & Remuneration Committee: Pursuant to the provisions of the Companies Act 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Nomination and Remuneration Committee has formulated the criteria for evaluation of directors and evaluated every director. A structured questionnaire was prepared after taking into consideration various parameters such as attendance and participation in meetings, monitoring corporate governance practices, independence of judgment, safeguarding the interests of the company etc., and accordingly the evaluation was made. The Members of the Committee evaluated the individual directors at its meeting held on 07.02.2018.
The Nomination and Remuneration Committee decided that since the performance of the directors has been excellent, it is decided to continue with the term of the directors, the Managing Director and the Executive Director.
(b) Separate Meeting of Independent Directors: The Independent directors of the Company at its meeting held on 07.02.2018 (a) reviewed the performance of the non-independent directors and Board, (b) reviewed the performance of the Chairperson of the Company and (c) assessed the quality, quantity and timeliness of flow of information between the company management and the Board. All the Independent Directors attended the meeting.
A structured questionnaire was prepared after taking into consideration various parameters such as attendance and participation in meetings, monitoring corporate governance practices, independence of judgment, safeguarding the interests of the company etc., and accordingly, the evaluation was made. The independent directors evaluated the non-Independent directors.
The Independent Directors decided that since the performance of the Non-Independent Directors (including Managing Director and Whole time Director) is excellent, the term of their appointment be continued.
The Independent Directors after review of the performance of the Chairman decided that the Chairman has good experience, knowledge and understanding of the Boardâs functioning and her performance is excellent. The Independent Directors decided that the information flow between the Companyâs Management and the Board is excellent.
(c) Evaluation by Board: The Board has carried out the annual performance evaluation of its own performance, the Directors individually (excluding the director being evaluated) as well as the evaluation of the working of its Committees. A structured questionnaire was prepared after taking into consideration various aspects of the Boardâs functioning such as adequacy of the composition of the Board and its Committees, effectiveness in developing Corporate governance structure to fulfil its responsibilities, execution and performance of specific duties etc. The Board decided that the performance of individual directors, its own performance and working of the committees is excellent.
Directorâs Responsibility Statement
In pursuance of section 134 (5) of the Companies Act, 2013, the Directors hereby confirm that:
(a) i n the preparation of the annual accounts, the applicable accounting standards had been followed along with 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 financial 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
Subsidiaries Companies, Associates and Joint Ventures:
The Company has two subsidiary companies (including step down subsidiaries) as on 31st March, 2018 as per the Companies Act, 2013.
As per the provisions of Section 129 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014, a separate statement containing the salient features of the financial statements of the subsidiary Companies/ Associate Companies/Joint Ventures is prepared in Form AOC-1 are given in Annexure- II.
The Company will make available the Annual Accounts of the subsidiary companies and the related information to any member of the Company who may be interested in obtaining the same. The annual accounts of the subsidiary companies will also be kept open for inspection by any member at the Registered Office of the Company and that of the respective subsidiary companies.
The company has adopted the policy for determining âmaterialâ subsidiaries and the same has been placed on the website of the company at http://www.gayatri.co.in/Investors/Corporate Governance/Policies.
Extract of Annual Return
As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of annual return in MGT 9 as a part of this Annual Report is Annexed as Annexure-III.
Consolidated Financial Statements
In compliance with Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and in compliance with the provisions of Section 129(3) and other applicable provisions of the Companies Act, 2013 and Ind AS-110 and other applicable Accounting Standards, your Directors have pleasure in attaching the consolidated financial statements for the financial year ended March 31, 2018, which forms part of the Annual Report.
Statutory Auditors and Their Report
The Auditors, M/s. M O S & Associates LLP, Chartered Accountants, Hyderabad retire at the ensuing Annual General Meeting and, being eligible; offer themselves for reappointment for a period of one year from the conclusion of this Annual General Meeting [AGM] till the conclusion of next AGM. Your Board of Directors have recommended their reappointment based on the recommendation of the Audit Committee to the members for their approval at the forthcoming Annual general meeting for a term of one year till the conclusion of the next AGM.
The Auditorâs Report to the members of the Company for the Financial Year ended March 31, 2018 does not contain any qualification(s) or adverse observations.
Secretarial Audit
As per the provisions of the Section 204(1) of the Companies Act, 2013, the Company has appointed Mr. Y. Koteswara Rao, Practising Company Secretary to conduct Secretarial Audit of the records and documents of the Company. The Secretarial Audit Report for the Financial Year ended 31st March, 2018 in Form No MR-3 is annexed to the Directors Report as Annexure - IV and forms part of this Report. The Secretarial Auditorsâ Report to the Members of the Company for the Financial Year ended March 31, 2018 does not contain any qualification(s) or adverse observations
Disclosures:
a) Deposits
Company has not accepted any deposits covered under Chapter V of the Companies Act, 2013
b) Conservation of energy
The Companyâs main line of activity is civil construction which is not power intensive. However the Company is taking all efforts to conserve the usage of power.
(i) Use of alternate sources of energy is not applicable to the Company.
(ii) Capital investment on energy conservation equipment for its main line of activity is not applicable to the Company.
c) R & D Technology absorption
The Company main line of activity is civil construction and hence R & D and technology absorption is not applicable to the Company.
d) Foreign Exchange Earnings - NIL
Details of Adequacy of Internal Financial Controls
The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business including adherence to the Companyâs policies and internal financial controls laid down by the Company.
Particulars of Loans, Guarantees or Investments
Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements. Also, pursuant to Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the particulars of Loans/ Advances given to Subsidiaries have been disclosed in the notes to the Financial Statements.
Management Discussion & Analysis
Management Discussion and Analysis Report which forms part of this annual report has been provided separately.
Risk Management Policy
The Company has been addressing various risks impacting the Company and developed risk policy and procedures to inform Board members about the risk assessment and minimization procedures.
Whistle Blower Policy/Vigil Mechanism
Pursuant to Section 177 of the Companies Act, 2013 and the Rules framed there under and pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Company has established a mechanism through which all the stakeholders can report the suspected frauds and genuine grievances to the appropriate authority. The Whistle Blower Policy which has been approved by the Board of Directors of the Company has been hosted on the website of the Company at http://www.gayatri.co.in/Investors/Corporate Governance/ Policies.
Disclosure as per Section 22 of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013
Pursuant to the requirements of Section 22 of Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 read with Rules thereunder, the Company has not received any complaint of sexual harassment during the year under review.
Corporate Social Responsibility Policy
The brief outline of the Corporate Social Responsibility (CSR) Policy of the Company and the initiatives undertaken by the Company on CSR activities during the year are set out in Annexure-V of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. The policy is available on the website of the Company at http:// www.gayatri.co.in/Investors/Corporate Governance/Policies.
Significant & Material Orders Passed by the Regulators
There are no significant and material orders passed against the Company by the regulators impacting the Companyâs operation in the future.
Contracts or Arrangements with Related Parties
All related party transactions that were entered during the financial year were in the ordinary course of the business of the Company and were on armâs length basis. There were no materially significant related party transactions entered by the Company during the year with Promoters, Directors, Key Managerial Personnel or other persons which may have a potential conflict with the interest of the Company. Further the Company has entered materially significant related party transactions with related parties which were on arms length basis as disclosed in AOC-2 annexed as Annexure -VI
The policy on dealing with Related Party Transactions is disseminated on the website of the company at http://www. gayatri.co.in/Investors/ Corporate Governance/Policies.
Fixed Deposit
Your Company has not accepted or renewed any deposit from public during the year under review.
Cost Audit
M/s. N.S.V. KRISHNA RAO & Co. Cost Auditors were appointed as cost auditor to audit the cost records of the Company for the F.Y 2017-18 and re-appointed for the F.Y. 2018-19.
Particulars of Employees
Details in respect of remuneration paid to employees as required under Section 197 (12) of the Companies Act, 2013, read with Rule 5(2) & (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended forms part of this report. In terms of Section 136 of the Companies Act, 2013 the same is open for inspection at the Registered Office of the Company. Copies of this statement may be obtained by the members by writing to the Company Secretary at the Registered Office of the Company.
The ratio of the remuneration of each Director to the median employeeâs remuneration and other details in terms of Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are enclosed in Annexure - VII and forms part of this Report.
Listing with Stock Exchanges
The Company confirms that it has paid the Annual Listing Fees for the year 2018-2019 to NSE and BSE where the Companyâs Shares are listed.
Corporate Governance and Shareholders Information
Your Company has taken adequate steps to adhere to all the stipulations laid down in Regulation 34 read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. A report on Corporate Governance is included as a part of this Annual Report. Certificate from the practicing Company Secretary confirming the compliance with the conditions of Corporate Governance as stipulated under aforesaid regulations is attached to this report.
Business Responsibility Report
As per Regulation 34(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Business Responsibility Report covering the principle wise performance of the Company on the nine principles as per National Voluntary Guidelines (NVGs) forms a part of the Annual report of the Company.
Acknowledgment
Your Directors would like to acknowledge and place on record their sincere appreciation to all stakeholders - clients, financial institutions, Banks, Central and State Governments, the Companiesâ valued investors and all other business partners for their continued co-operation and excellent support received during the year.
Yours Directors recognize and appreciate the efforts and hard work of all the employees of the Company and their continued contribution to its progress.
For and on Behalf of the Board
T. Indira Subbarami Reddy T.V. Sandeep Kumar Reddy
Chairperson Managing Director
DIN:00009906 DIN:00005573
P. Sreedhar Babu CS I. V. Lakshmi
Chief Financial Officer Company Secretary & Compliance Officer
Place: Hyderabad.
Date: 14th August, 2018
Mar 31, 2017
To The Members,
The Directors have pleasure in presenting before you the Directors Report of the Company together with the Audited Statements of Accounts for the year ended 31st March, 2017.
FINANCIAL RESULTS (Standalone) : Rs, in Lakhs
Particulars |
2016-17 |
2015-16 |
Revenue from Operations |
2,11,535.05 |
1,81,221.25 |
Other Income |
3,058.34 |
699.69 |
Total Income |
2,14,593.39 |
1,81,920.94 |
Profit Before Interest ,Depreciation, Exceptional Items and Taxes |
35,400.05 |
26,733.53 |
Less: Financial Cost |
20,138.18 |
16,017.56 |
Profit before Deprecation, Exceptional Items and Taxes |
15,261.87 |
10,715.97 |
Less: Depreciation and Amortisation Expenses |
4,315.54 |
3,747.47 |
Profit before Exceptional Items and Taxes |
10,946.33 |
6,968.50 |
Less: Exceptional Items (Net) |
(1,538.65) |
- |
Profit Before Tax |
9,407.68 |
6,968.50 |
Provision for Tax |
2,365.16 |
1,167.04 |
Profit After Tax |
7,042.52 |
5,801.46 |
Other Comprehensive income/(losses) for the Year |
17.11 |
(59.59) |
Total comprehensive income for the year |
7,059.63 |
5,741.87 |
Paid up Capital |
3,545.04 |
3,545.04 |
Net revenue from operations on standalone basis increased to Rs. 21 1535.05 Laks as against Rs. 181221.25 Laks in the previous year - a growth of 16.73%. The Profit after Tax for the current year is Rs. 7178.86 Laks as against Rs. 5801.46 Laks in the previous year - a growth of 23.74%. The growth in profit is mainly driven by increase in net revenue from operations and softening of input prices during the year.
A few key policy changes including long awaited GST Act was finally approved paving the way for its implementation in the current financial year. Consumer spending got a huge shock when Government demonetised two highest denominated currency bills. However, as the year progressed, demand recovered and achieved normalcy by 4th quarter. Thanks to the sustained lower crude prices and good monsoon, inflation also remained in check.
The company order book has improved substantially during the year under review and stands at Rs. 12,474.2 I crores as at 31st March 2017 consisting of road works Rs.7,094.35 crores, irrigation works Rs.3,548.12 crores and other works Rs 1831.74 crores.
There are no material changes and commitments affecting the financial position of your Company which have occurred between the end of the financial year 2016-17 and the date of this report.
Future Outlook:
The Government of India is taking every possible initiative to boost the infrastructure sector. Recently government has approved the biggest ever highway construction plan to develop nearly 83,667 km of roads by 2022 at an investment of Rs 6.92 laks crores. The program includes governmentâs Bharatmala scheme under which 34,800 km of highways would be constructed at the cost of Rs3.35 lakh crores. Infrastructure sector is a key driver for the Indian economy. The sector is highly responsible for propelling Indiaâs overall development and enjoys intense focus from Government.
Your Company has been able to built-up good order book and committed to continues to work towards improving the order book going forward. The present order book and the opportunities in the Indian infrastructure sector provides good visibility towards a sustainable and profitable growth going forward. Your company is steadfast in adopting modern technologies for better execution and improving the margins going forward.
Dividend:
As per the conditions stipulated by the lenders in the Master Restructuring Agreement, which is in force, approval of the lender is required for declaration of dividend to the shareholders. The lenders of the Company have not accorded their approval for dividend declared by the Board of Directors for the financial year 2016-17. Hence the recommended dividend for the financial year ended March 3 I, 2017 is herewith stands cancelled.
Share Capital:
The face value of the equity share of the company was subdivided from Rs. 10/- per share to Rs.2/- per share w.e.f I0.02.20I7 (Record date I3.02.20I7).
Material Changes and Commitments affecting the Financial Position of the Company:
There are no material changes and commitments affecting Financial position of the company between the end of the financial year to which these statements relate and the date of this Boardâs Report except that the Company has acquired I00% shareholding of M/s. Gayatri Infra Ventures Limited in accordance with the Composite Scheme of Arrangement, Pursuant to the aforesaid acquisition M/s. Gayatri Infra Ventures Limited has become wholly owned subsidiary of the company.
There is no change in the nature of business of the Company during the year under review.
Composite Scheme of Arrangement:
With regard Composite Scheme of Arrangement between M/s. Gayatri Projects Limited, M/s. Gayatri Infra Ventures Limited, M/s. Gayatri Domicile Private Limited and their respective Shareholders, the Company has filed with BSE Limited and National Stock Exchange of India Limited the Composite Scheme of Arrangement between Gayatri Projects Limited, Gayatri Infra Ventures Limited and Gayatri Domicile Private Limited and their respective shareholders (as approved by the Board of Directors on 16.07.2016) along with other documents on 05th day of August, 20I6, pursuant to Regulation 37 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 20I5.
The Company has received Observation Letter or Noobjection letter from the stock exchanges. Further the
Company has filed the Composite Scheme of Arrangement with Honâble High Court of Judicature at Hyderabad and the same has been admitted.
Pursuant to the order of the Honâble High Court of Andhra Pradesh and Telangana, the meetings of Equity Shareholders, Secured and Unsecured Creditors of the Company convened and held on Monday 23rd January, 2017 at the FTAPCCI Auditorium, Federation of Telangana and Andhra Pradesh Chambers of Commerce and Industry, Federation House, I I -6-841 Red Hills, Hyderabad 500004 for the purpose of considering the scheme and the same has been approved by them with requisite majority.
The Ministry of Corporate Affairs has notified Section 230 [except subsections (II) and (I2)], sections 23 1, 232 and 239 of the Companies Act, 20I3 on I5.12.2016, pursuant to the aforesaid notification The National Company Law Tribunal (NCLT) has acquired jurisdiction over the matters dealt with amalgamation, compromise and arrangement.
The National Company Law Tribunal (NCLT), Hyderabad Bench vide its order dated 3rd November, 201 7, has sanctioned the Composite scheme of arrangement (âSchemeâ) under Section 232 read with Section 230 of the Companies Act, 201 3 between Gayatri Projects Limited (Transferee Company / GPL), Gayatri Infra Ventures Limited (Transferor Company / GIVL) and Gayatri Domicile Private Limited (Resulting Company / GDPL). The Scheme is effective from 23rd November, 2017 i.e. the date of filing of the certified copy of the order of the NCLT with the Registrar of Companies, Telangana State.
As a result of the said amalgamation, your Company now can focus on the core business of Engineering Procurement Contracts (EPC) and can augment its operations coupled with more financial leverage.
Board Meetings:
The Board of Directors met 9 times in the Financial Year 20I6-I7 on 14th April 20I6, 14th May 2016, 30th May 2016, I6th July 2016, 26th August 2016, 22nd November 2016, 09th December 2016, 26th December 2016, I4th February 20I7.
Directors and Key Managerial Personnel:
During the year under review, there is no change in the Directors and Key Managerial Personnel of the Company.
The Company has received necessary declaration from each Independent Director of the Company under Section 149(7) of the Companies Act, 2013 that the Independent Directors of the Company meet with the criteria of their Independence laid down in Section I49(6).
Composition of Audit Committee:
The Audit Committee of the Board of Directors is as follows:
Mr. Ch. Hari Vittal Rao - Chairman Dr. V. L. Moorthy - Member
Mr. G Siva Kumar Reddy - Member Mr. J.N. Karamchetti - Member
Policy Laid Down by the Nomination and Remuneration Committee for Remuneration of Directors, KMP & Other Employees:
The Remuneration policy of the Company is performance driven and is structured to motivate Employees. Recognize their merits and achievements and promote excellence in their performance. The Nomination Remuneration and Evaluation Policy of the company is enclosed at Annexure-I of this report.
Manner in Which Formal Annual Evaluation has been made by the Board of its Own Performance and that of its Committees and Individual Directors:
Pursuant to the provisions of the Companies Act 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 20I5 the Board has carried out evaluation of
(i) its own performance, (ii) the directors individually and
(iii) working of its Committees. The manner in which the evaluation was carried out as detailed below:
(a) Nomination & Remuneration Committee:
Pursuant to the provisions of the Companies Act 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Nomination and Remuneration Committee has formulated the criteria for evaluation of directors and evaluated every director. A structured questionnaire was prepared after taking into consideration various parameters such as attendance and participation in meetings, monitoring corporate governance practices, independence of judgment, safeguarding the interests of the company etc., and accordingly the evaluation was made. The Members of the Committee evaluated the individual directors at its meeting held on I4.02.20I7.
The Nomination and Remuneration Committee decided that since the performance of the directors has been excellent, it is decided to continue with the term of the directors, the Managing Director and the Executive Director.
(b) Separate Meeting of Independent Directors:
The Independent directors of the Company at its meeting held on 14.02.20 I 7 (a) reviewed the performance of the non-independent directors and
Board, (b) reviewed the performance of the Chairperson of the Company and (c) assessed the quality, quantity and timeliness of flow of information between the company management and the Board. All the Independent Directors attended the meeting.
A structured questionnaire was prepared after taking into consideration various parameters such as attendance and participation in meetings, monitoring corporate governance practices, independence of judgment, safeguarding the interests of the company etc., and accordingly, the evaluation was made. The independent directors evaluated the non Independent directors.
The Independent Directors decided that since the performance of the Non-Independent Directors (including Managing Director and Whole time Director) is excellent, the term of their appointment be continued.
The Independent Directors after review of the performance of the Chairman decided that the Chairman has good experience, knowledge and understanding of the Boardâs functioning and her performance is excellent. The Independent Directors decided that the information flow between the Companyâs Management and the Board is excellent.
(c) Evaluation by Board: The Board has carried out the annual performance evaluation of its own performance, the Directors individually (excluding the director being evaluated) as well as the evaluation of the working of its Committees. A structured questionnaire was prepared after taking into consideration various aspects of the Boardâs functioning such as adequacy of the composition of the Board and its Committees, effectiveness in developing Corporate governance structure to fulfil its responsibilities, execution and performance of specific duties etc. The Board decided that the performance of individual directors, its own performance and working of the committees is excellent.
Directorâs Responsibility Statement:
In pursuance of section 134 (5) of the Companies Act, 20I3, the Directors hereby confirm that:
(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with 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 financial 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
Subsidiaries Companies, Associates and Joint Ventures:
The Company has two subsidiary companies (including step down subsidiaries) as on 3 Ist March, 201 7 as per the Companies Act, 20I3.
As per the provisions of Section 129 of the Companies Act, 2013 read with Companies (Accounts) Rules, 20I4, a separate statement containing the salient features of the financial statements of the subsidiary Companies/ Associate Companies/Joint Ventures is prepared in Form AOC-1 are given in Annexure- II.
The Company will make available the Annual Accounts of the subsidiary companies and the related information to any member of the Company who may be interested in obtaining the same. The annual accounts of the subsidiary companies will also be kept open for inspection by any member at the Registered Office of the Company and that of the respective subsidiary companies.
The company has adopted the policy for determining âmaterialâ subsidiaries and the same has been placed on the website of the company at http://www.gayatri.co.in/ Investors/Corporate Governance/Policies.
Extract of Annual Return:
As required pursuant to section 92(3) of the Companies Act, 2013 and rule I2(I) of the Companies (Management and Administration) Rules, 20I4, an extract of annual return in MGT 9 as a part of this Annual Report is Annexed as Annexure-III.
Consolidated Financial Statements:
In compliance with Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and in compliance with the provisions of Section 129(3) and other applicable provisions of the Companies Act, 2013 and Ind AS-1 10 and other applicable Accounting Standards, your Directors have pleasure in attaching the consolidated financial statements for the financial year ended March 3 1, 2017, which forms part of the Annual Report.
Statutory Auditors and Their Report:
The Auditors, M/s. M O S & Associates LLP Chartered Accountants, Hyderabad retire at the ensuing Annual General Meeting and, being eligible; offer themselves for reappointment for a period of one year from the conclusion of this Annual General Meeting [AGM] till the conclusion of next AGM. Your Board of Directors have recommended their reappointment based on the recommendation of the Audit Committee to the members for their approval at the forthcoming Annual general meeting for a term of one year till the conclusion of the next AGM.
Secretarial Audit:
As per the provisions of the Section 204(I) of the Companies Act, 2013, the Company has appointed Mr. Y Koteswara Rao, Practising Company Secretary to conduct Secretarial Audit of the records and documents of the Company The Secretarial Audit Report for the Financial Year ended 3 Ist March, 20I7 in Form No MR-3 is annexed to the Directors Report as Annexure - IV and forms part of this Report. The Secretarial Auditorsâ Report to the Members of the Company for the Financial Year ended March 3 1, 2017 does not contain any qualification(s) or adverse observations
Disclosures: a) Deposits
Company has not accepted any deposits covered under Chapter V of the Companies Act, 20I3
b) Conservation of energy
The Companyâs main line of activity is civil construction which is not power intensive. However the Company is taking all efforts to conserve the usage of power.
(i) Use of alternate sources of energy is not applicable to the Company.
(ii) Capital investment on energy conservation equipment for its main line of activity is not applicable to the Company.
c) R & D Technology absorption
The Company main line of activity is civil construction and hence R &D and technology absorption is not applicable to the Company.
d) Foreign Exchange Earnings - NIL
e) Foreign Exchange Outgo
Sr No |
Nature of Payment |
Amount in Rs, Lakhs |
I |
Foreign Travel |
I2.70 |
2 |
Repayment of ECB Loan |
I77I.45 |
3 |
Repayment of ECB Interest |
782.I4 |
4 |
Consultancy & Technical Fees |
I584.38 |
5 |
Purchase of Plant & Machinery |
3I73.34 |
6 |
Purchase of Equity |
334I.92 |
Details of Adequacy of Internal Financial Controls:
The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business including adherence to the Companyâs policies and internal financial controls laid down by the Company.
Particulars of Loans, Guarantees or Investments:
Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements. Also, pursuant to Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the particulars of Loans/Advances given to Subsidiaries have been disclosed in the notes to the Financial Statements.
Management Discussion & Analysis:
Management Discussion and Analysis Report is annexed which forms part of this Report as Annexure -V.
Risk Management Policy:
The Company has been addressing various risks impacting the Company and developed risk policy and procedures to inform Board members about the risk assessment and minimization procedures.
Whistle Blower Policy/Vigil Mechanism:
Pursuant to Section 177 of the Companies Act, 2013 and the Rules framed there under and pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 20I5 the Company has established a mechanism through which all the stakeholders can report the suspected frauds and genuine grievances to the appropriate authority. The Whistle Blower Policy which has been approved by the Board of Directors of the Company has been hosted on the website of the Company at http://www.gayatri.co.in/ Investors/Corporate Governance/Policies.
Disclosure as per Section 22 of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013:
Pursuant to the requirements of Section 22 of Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 20 I 3 read with Rules there under, the Company has not received any complaint of sexual harassment during the year under review.
Corporate Social Responsibility Policy:
The brief outline of the Corporate Social Responsibility (CSR) Policy of the Company and the initiatives undertaken by the Company on CSR activities during the year are set out in Annexure-VI of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 20I4. The policy is available on the website of the Company at http://www.gayatri.co.in/Investors/Corporate Governance/Policies.
Significant & Material Orders Passed by the Regulators:
There are no significant and material orders passed against the Company by the regulators impacting the Companyâs operation in the future.
Contracts or Arrangements with Related Parties:
All related party transactions that were entered during the financial year were in the ordinary course of the business of the Company and were on armâs length basis. There were no materially significant related party transactions entered by the Company during the year with Promoters, Directors, Key Managerial Personnel or other persons which may have a potential conflict with the interest of the Company.
The policy on dealing with Related Party Transactions is disseminated on the website of the company at http:// www.gayatri.co.in/Investors/ Corporate Governance/ Policies.
Fixed Deposit:
Your Company has not accepted or renewed any deposit from public during the year under review.
Cost Audit:
M/s. N.S.V. KRISHNA RAO & Co. Cost Auditors were appointed as cost auditor to audit the cost records of the Company for the F.Y 2016-17 and re-appointed for the Financial Year 20I7-18.
Particulars of Employees:
Details in respect of remuneration paid to employees as required under Section 197 (12) of the Companies Act, 20 I 3, read with Rule 5(2) & (3) of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 20I4, as amended forms part of this report. In terms of Section 136 of the Companies Act, 2013 the same is open for inspection at the Registered Office of the Company. Copies of this statement may be obtained by the members by writing to the Company Secretary at the Registered Office of the Company.
The ratio of the remuneration of each Director to the median employeeâs remuneration and other details in terms of Section I97(I2) of the Companies Act, 20I3 read with Rule 5(I) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 20I4, are enclosed in Annexure - VII and forms part of this Report.
Listing with Stock Exchanges:
The Company confirms that it has paid the Annual Listing Fees for the year 2017-2018 to NSE and BSE where the Companyâs Shares are listed.
Corporate Governance and Shareholders Information:
Your Company has taken adequate steps to adhere to all the stipulations laid down in Regulation 34 read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 20I5. A report on Corporate Governance is included as a part of this Annual Report as
Annexure -VIII. Certificate from the practicing Company Secretary confirming the compliance with the conditions of Corporate Governance as stipulated under aforesaid regulations is attached to this report.
Business Responsibility Report
As per Regulation 34(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Business Responsibility Report covering the principle wise performance of the Company on the nine principles as per National Voluntary Guidelines (NVGs) forms a part of the Annual report of the Company as Annexure -IX.
Acknowledgement:
Your Directors would like to acknowledge and place on record their sincere appreciation to all stakeholders -clients, financial institutions, Banks, Central and State Governments, the Companiesâ valued investors and all other business partners for their continued co-operation and excellent support received during the year.
Yours Directors recognize and appreciate the efforts and hard work of all the employees of the Company and their continued contribution to its progress.
For and on behalf of the Board
(T. INDIRA SUBBARAMI REDDY) (T.V.SANDEEP KUMAR REDDY)
Chairperson Managing Director
(DIN : 00009906) (DIN : 00005573)
Place : Hyderabad (P. SREEDHAR BABU) ( I.V. LAKSHMI)
Date : 6th December, 2017 Chief Financial Officer Company Secretary &
Compliance Officer
Mar 31, 2016
To The Members,
The Directors have pleasure in presenting before you the Directors Report of the Company together with the Audited Statements of Accounts for the year ended 31st March, 2016.
FINANCIAL RESULTS (Standalone) : Rs. in Lakhs
Particulars |
2015-16 |
2014-15 |
Turnover |
1,81,221.25 |
1,60,114.16 |
Profit Before Interest Depreciation and Taxes |
26,605.83 |
21,196.12 |
Less: Interest and Finance Charges |
15,792.93 |
14,867.18 |
Profit before Interest and Deprecation |
10,812.90 |
6,328.94 |
Less: Depreciation |
3,747.47 |
2,820.08 |
Profit before Tax |
7,065.43 |
3,508.86 |
Provision for Tax |
1,200.59 |
1,303.54 |
Profit after Tax |
5,864.84 |
2,205.32 |
Profit brought forward |
27,887.46 |
26,730.03 |
Profit available for appropriation |
33,752.30 |
28,935.35 |
Appropriations: |
|
|
Proposed Dividend at Rs. 2.00 per share (20%) |
709.01 |
302.27 |
Dividend Tax on proposed Dividend |
144.34 |
51.37 |
Other Adjustments |
42.16 |
194.25 |
Transfer to General Reserve |
500.00 |
500.00 |
Surplus carried to Balance sheet |
32,356.79 |
27,887.46 |
Review of Operations :
Our revenue from operations on a standalone basis increased to Rs. 1,81,221.25 lakhs from Rs. 1,60,114.16 lakhs in the previous year, at a growth rate of 13.18%. Out of total revenue, 62.54% came from road works, 20.65% from industrial works, 15.42% from irrigation works and 1.39% from other works.
Our operating profits before depreciation and finance cost on standalone basis amounted to Rs. 26,605.83 lakhs (14.68% revenue), as against Rs. 21,196.12 lakhs (13.24% revenue) in the previous year. Direct cost was 83.73% of our revenue for the year ending 31st March, 2016 as compared to 85.02% in the previous year. The profit before tax was Rs. 7,065.43 lakhs (3.90% of revenue) during the year as compared to Rs. 3508.86 lakhs (2.19% of revenue) in the previous year. The net profit after tax was Rs. 5,864.84 lakhs (3.24% of revenue) during the year as against Rs. 2,205.32 lakhs (1.38% of revenue) in the previous year.
Our Company has an outstanding order book of Rs.10,37,572 lakhs as on 31st March 2016 and we have received new orders valued about Rs. 1,39,944 lakhs so far during the current financial year. The total order book including new works is about Rs. 11,77,516 lakhs.
In general the progress of the works being executed by the company is in line with the time lines given by the clients. We have obtained extension of the time wherever required and progress of the work is satisfactory.
Future Outlook :
The International agencies are forecasting huge growth in the Indian construction sector. The Indian construction sector is estimated to grow at an average rate of 8.50% annually. The Union Budget announcement in 2016 has given great boost to the construction sector. Spending in infrastructure sectors, including both current and capital expenditures, is expected to increase significantly by 16 percent. The budget also proposed â 2,21,246 crores total outlay for infrastructure development including the development of smart cities, Rs. 97,000 crores investment in the road sector and approved nearly 10,000 kms of National Highways in 2016-17. The future outlook of Indian construction sector is positive and bright and our company as leading player in construction industry is in advantageous position to get more orders, revenues and profits.
Dividend:
Despite the difficult economic conditions your directors are pleased to recommend a dividend of â 2.00 per equity share (20%) of the face value of Rs. 10/- for the period ended 31st March, 2016.
The dividend, subject to approval at the AGM on 28th day of September, 2016, will be paid to the shareholders; whose names appear on the Register of Members on 22nd September, 2016.
It is proposed to transfer Rs. 500.00 Lakhs to the General Reserves of the Company from the current year profits.
Share Capital:
The paid up equity share capital of the company has increased from Rs. 30.22 Crs to Rs. 35.45 Crs pursuant to the allotment of 36,04,000 equity shares to Foreign Institutional Investors (deemed FPIâs) and 16,19,386 equity shares to promoters by way of preferential allotment.
Material Changes and Commitments Affecting the Financial Position of the Company:
There are no material changes and commitments affecting Financial position of the company between the end of the financial year to which these statements relate and the date of this Boardâs Report except that the Board has approved Composite Scheme of Arrangement between M/s. Gayatri Projects Limited, M/s. Gayatri Infra Ventures Limited and M/s. Gayatri Domicile Private Limited providing for:
a) Transfer of investments in Sai Maatarini Tollways Limited from Gayatri Projects Limited to Gayatri Domicile Private Limited at book value. The lump-sum consideration of Rs. 180,16,03,000 (One Hundred and Eighty Crores Sixteen Lacs Three Thousand only) will be paid in the form of 1,24,60,000 (One Crore Twenty-Four Lacs Sixty Thousand) equity shares of Rs. 10 each (fully paid) and 16,77,00,300 (Sixteen Crore Seventy-Seven Lacs Three Hundred) redeemable preference shares of Rs. 10 each (fully paid) of Gayatri Domicile Private Limited;
b) Post transfer of investments, merger of Gayatri Infra Ventures Limited with Gayatri Projects Limited;
c) Post merger of Gayatri Infra Ventures Limited with Gayatri Projects Limited, transfer of Infrastructure Road BOT Assets Business from Gayatri Projects Limited to Gayatri Domicile Private Limited
Pursuant to the above company had filed Scheme of Arrangement along with requisite annexure with Stock Exchanges on 05th August, 2016.
There is no change in the nature of business of the Company during the year under review.
Board Meetings:
The Board of Directors met 8 times in the Financial Year 2015-16 on 30th May, 2015, 16th June, 2015, 11th August,
2015, 14th August, 2015, 03rd September, 2015, 14th November, 2015, 28th November, 2015 and 13th February, 2016.
Directors and Key Managerial Personnel:
During the year under review, the Company has:
1. Re-appointed Mr. J. Brij Mohan Reddy as Executive Director of the Company for a further period of 3 years w.e.f 01.10.2015.
2. Appointed Mr. Umakant. K. Bijapur as a director, Nominee of Bank of Baroda on 03.09.2015 further Mr. Venkateswarlu Kakkera, was appointed as Nominee Director on 13.02.2016 replacing Mr. Umakant K. Bijapur.
3. Appointed Mr. J. N. Karamchetti as Independent Director of the Company on 14.11.2015.
The Company has received necessary declaration from each Independent Director of the Company under Section 149(7) of the Companies Act, 2013 that the Independent Directors of the Company meet with the criteria of their Independence laid down in Section 149(6).
Composition of Audit Committee:
The Audit Committee of the Board of Directors is as follows:
Mr. Ch Hari Vittal Rao - Chairman
Dr. V. L. Moorthy - Member
Mr. G Siva Kumar Reddy - Member
Mr. J.N. Karamchetti - Member
Policy Laid Down by the Nomination and Remuneration Committee for Remuneration of Directors, KMP & other Employees:
The Remuneration policy of the Company is performance driven and is structured to motivate Employees. Recognize their merits and achievements and promote excellence in their performance. The Nomination Remuneration and Evaluation Policy of the company is enclosed at Annexure-I of this report.
Manner in Which Formal Annual Evaluation has been made by the Board of its Own Performance and that of its Committees and Individual Directors:
Pursuant to the provisions of the Companies Act 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Board has carried out evaluation of
(i) its own performance, (ii) the directors individually and
(iii) working of its Committees. The manner in which the evaluation was carried out as detailed below:
(a) Nomination & Remuneration Committee:
Pursuant to the provisions of the Companies Act 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Nomination and Remuneration Committee has formulated the criteria for evaluation of directors and evaluated every director. A structured questionnaire was prepared after taking into consideration various parameters such as attendance and participation in meetings, monitoring corporate governance practices, independence of judgment, safeguarding the interests of the company etc., and accordingly the evaluation was made. The Members of the Committee evaluated the individual directors at its meeting held on 13.02.2016.
The Nomination and Remuneration Committee decided that since the performance of the directors has been excellent, it is decided to continue with the term of the directors, the Managing Director and the Executive Director.
(b) Separate Meeting of Independent Directors:
The Independent directors of the Company at its meeting held on I3.02.20I6 (a) reviewed the performance of the non-independent directors and Board, (b) reviewed the performance of the Chairperson of the Company and (c) assessed the quality, quantity and timeliness of flow of information between the company management and the Board. All the Independent Directors attended the meeting.
A structured questionnaire was prepared after taking into consideration various parameters such as attendance and participation in meetings, monitoring corporate governance practices, independence of judgment, safeguarding the interests of the company etc., and accordingly, the evaluation was made. The independent directors evaluated the non Independent directors.
The Independent Directors decided that since the performance of the Non-Independent Directors (including Managing Director and Whole time Director) is excellent, the term of their appointment be continued.
The Independent Directors after review of the performance of the Chairman decided that the Chairman has good experience, knowledge and understanding of the Boardâs functioning and his performance is excellent. The Independent Directors decided that the information flow between the Companyâs Management and the Board is excellent.
(c) Evaluation by Board: The Board has carried out the annual performance evaluation of its own performance, the Directors individually (excluding the director being evaluated) as well as the evaluation of the working of its Committees. A structured questionnaire was prepared after taking into consideration various aspects of the Boardâs functioning such as adequacy of the composition of the Board and its Committees, effectiveness in developing Corporate governance structure to fulfill its responsibilities, execution and performance of specific duties etc. The Board decided that the performance of individual directors, its own performance and working of the committees is excellent.
Directorâs Responsibility Statement:
In pursuance of section I34 (5) of the Companies Act, 2013, the Directors hereby confirm that:
(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with 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 financial 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
Subsidiaries Companies, Associates and Joint Ventures:
The Company has six subsidiary companies (including step down subsidiaries) as on 31st March, 2016 as per the Companies Act, 2013.
As per the provisions of Section 129 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014, a separate statement containing the salient features of the financial statements of the subsidiary Companies/ Associate Companies/Joint Ventures is prepared in Form AOC-1 are given in Annexure- II.
Further the Company after 31st March, 2016 has acquired 100% shareholding in M/s. Gayatri Domicile Private Limited as a part of proposed restructuring of the Company, pursuant to which M/s. Gayatri Domicile Private Limited is a wholly owned subsidiary of the Company.
The Company will make available the Annual Accounts of the subsidiary companies and the related information to any member of the Company who may be interested in obtaining the same. The annual accounts of the subsidiary companies will also be kept open for inspection by any member at the Registered Office of the Company and that of the respective subsidiary companies.
The company has adopted the policy for determining âmaterialâ subsidiaries and the same has been placed on the website of the company at http://www.gayatri.co.in/ Investors/Corporate Governance/Policies.
Extract of Annual Return:
As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of annual return in MGT 9 as a part of this Annual Report is annexed as Annexure III.
Consolidated Financial Statements:
The Consolidated Financial Statements of the Company prepared in accordance with relevant Accounting Standards (AS) viz. AS 21, AS 23 and AS 27 issued by the Institute of Chartered Accountants of India form part of this Annual Report.
Statutory Auditors and their Report:
The Auditors, M/s. M O S & Associates LLP Chartered Accountants, Hyderabad retire at the ensuing Annual General Meeting and, being eligible; offer themselves for reappointment for a period of one year from the conclusion of this Annual General Meeting [AGM] till the conclusion of next AGM. Your Board of Directors have recommended their reappointment based on the recommendation of the Audit Committee to the members for their approval at the forthcoming Annual General Meeting for a term of one year till the conclusion of the next AGM.
The Independent Auditors of M/s Gayatri Infra Ventures Limited (GIVL), a subsidiary of the company, in their audit report on consolidated financial statements have qualified that they are unable to comment upon the consequential effects on the disinvestment of its entire equity stake amounting to Rs. 4,606.09 Lakhs held in Western UP Tollways Limited, a jointly controlled entity of GIVL. The management is in the process of renegotiating the consideration for the sale of investment and also making arrangements for meeting the other conditions stipulated in the sale agreement. Pending the final outcome of the said process, the management is unable to comment upon the consequential effects, if any, of the said matter, on the financial statements of GIVL. The consequential effects, if any, on the disinvestment will be accounted in the year in which the disinvestment process is completed.
Secretarial Audit:
As per the provisions of the Section 204(1) of the Companies Act, 2013, the Company has appointed Mr. Y. Koteswara Rao, Practicing Company Secretary to conduct Secretarial Audit of the records and documents of the Company The Secretarial Audit Report for the Financial Year ended 31st March, 2016 in Form No MR-3 is annexed to the Directors Report as Annexure - IV and forms part of this Report. The Secretarial Auditorsâ Report to the Members of the Company for the Financial Year ended March 31, 2016 does not contain any qualification(s) or adverse observations
Disclosures:
a) Deposits
Company has not accepted any deposits covered under Chapter V of the Companies Act, 2013
b) Conservation of energy
The Companyâs main line of activity is civil construction which is not power intensive. However the Company is taking all efforts to conserve the usage of power.
(i) Use of alternate sources of energy is not applicable to the Company.
(ii) Capital investment on energy conservation equipment for its main line of activity is not applicable to the Company.
c) R & D Technology absorption
The Company main line of activity is civil construction and hence R &D and technology absorption is not applicable to the Company.
d) Foreign exchange earnings - NIL
e) Foreign exchange outgo
Sr No |
Nature of Payment |
Amount in Rs. Lacs |
1 |
Foreign Travel |
20.92 |
2 |
Repayment of ECB Loan |
1,718.22 |
3 |
Repayment of ECB Interest |
811.95 |
4 |
Plant & Machinery purchase |
1,155.67 |
Details of Adequacy of Internal Financial Controls:
The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business including adherence to the Companyâs policies and internal financial controls laid down by the Company.
Particulars of Loans, Guarantees or Investments:
Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements. Also, pursuant to Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the particulars of Loans/Advances given to Subsidiaries have been disclosed in the notes to the Financial Statements.
Management Discussion & Analysis:
Management Discussion and Analysis Report is annexed which forms part of this Report as Annexure -V.
Risk Management Policy:
The Company has been addressing various risks impacting the Company and developed risk policy and procedures to inform Board members about the risk assessment and minimization procedures.
Whistle Blower Policy/Vigil Mechanism:
Pursuant to Section 177 of the Companies Act, 2013 and the Rules framed there under and pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 the Company has established a mechanism through which all the stakeholders can report the suspected frauds and genuine grievances to the appropriate authority. The Whistle Blower Policy which has been approved by the Board of Directors of the Company has been hosted on the website of the Company at http://www.gayatri.co.in/ Investors/Corporate Governance/Policies.
Disclosure as per Section 22 of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013:
Pursuant to the requirements of Section 22 of Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 read with Rules there under, the Company has not received any complaint of sexual harassment during the year under review.
Corporate Social Responsibility Policy:
The brief outline of the Corporate Social Responsibility (CSR) Policy of the Company and the initiatives undertaken by the Company on CSR activities during the year are set out in Annexure-VI of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. The policy is available on the website of the Company at http://www.gayatri.co.in/Investors/Corporate Governance/Policies.
Significant & Material Orders Passed by the Regulators:
There are no significant and material orders passed against the Company by the regulators impacting the Companyâs operation in the future.
Contracts or Arrangements with Related Parties:
All related party transactions that were entered during the financial year were in the ordinary course of the business of the Company and were on armâs length basis. There were no materially significant related party transactions entered by the Company during the year with Promoters, Directors, Key Managerial Personnel or other persons which may have a potential conflict with the interest of the Company. Further the Company has entered materially significant related party transactions with related parties which were on arms length basis as disclosed in AOC-2 annexed as Annexure -VII
The policy on dealing with Related Party Transactions is disseminated on the website of the company at http:// HYPERLINK "http://www.gayatri.co.in/Investors/"www.gayatri.co.in/Investors/ Corporate Governance/ Policies.
Fixed Deposits:
Your Company has not accepted or renewed any deposit from public during the year under review.
Cost Audit:
M/s. N.S.V. KRISHNA RAO & Co. Cost Auditors were appointed as cost auditor to audit the cost records of the Company for the F.Y 2015-16 and re-appointed for the Financial Year 2016-17.
Particulars of Employees:
Details in respect of remuneration paid to employees as required under Section I97 (I2) of the Companies Act,2013, read with Rule 5(2) & (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended forms part of this report. In terms of Section I36 of the Companies Act, 20I3 the same is open for inspection at the Registered Office of the Company. Copies of this statement may be obtained by the members by writing to the Company Secretary at the Registered Office of the Company.
The ratio of the remuneration of each Director to the median employeeâs remuneration and other details in terms of Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 20I4, are enclosed in Annexure - VIII and forms part of this Report.
Listing with Stock Exchanges:
The Company confirms that it has paid the Annual Listing Fees for the year 2016-2017 to NSE and BSE where the Companyâs Shares are listed.
Corporate Governance and Shareholders Information:
Your Company has taken adequate steps to adhere to all the stipulations laid down in Regulation 34 read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. A report on Corporate Governance is included as a part of this Annual Report as Annexure -IX. Certificate from the practicing Company Secretary confirming the compliance with the conditions of Corporate Governance as stipulated under aforesaid regulations is attached to this report.
Developments during the year with regard to wholly owned subsidiary M/s. Gayatri Energy Ventures Pvt. Ltd (GEVPL):
a. Launched Power Complex at Krishnapatnam.
GEVPL along with its JV partner Sembcorp Industries launched its 2,640 MW Sembcorp Gayatri Power Complex on 27th February, 2016. Built, at a total project cost of US$3 billion (Rs. 20,000 crore), the power complex is the largest foreign direct investment-driven project on a single site in the thermal energy sector in India to date. The complex houses two 1,320-megawatt supercritical coal-fired power plants - Thermal Powertech Corporation India (TPCIL), first power plant successfully completed and commenced full commercial operation in September 2015, while Sembcorp Gayatri Power Limited (Formerly NCCPPL), second plant is expected to be fully operational in 2016.
b. Call option agreement with its JV partner Sembcorp Utilities.
GEVPL has entered a call option agreement with its JV partner Sembcorp Utilities to increase its stake up to 30% in Thermal Powertech Corporation India Limited, over the next 5 years.
Acknowledgement:
Your Directors would like to acknowledge and place on record their sincere appreciation to all stakeholders -clients, financial institutions, Banks, Central and State Governments, the Companiesâ valued investors and all other business partners for their continued co-operation and excellent support received during the year.
Yours Directors recognize and appreciate the efforts and hard work of all the employees of the Company and their continued contribution to its progress.
For and on behalf of the Board
(T. INDIRA SUBBARAMI REDDY) (T.V.SANDEEP KUMAR REDDY)
Chairperson Managing Director
(DIN : 00009906) (DIN : 00005573)
Place : Hyderabad (P. SREEDHAR BABU) ( I.V. LAKSHMI)
Date : 26th August, 20I6 Chief Financial Officer Company Secretary &Compliance Officer
Mar 31, 2015
To
The Members,
The Directors have pleasure in presenting before you the Annual Report
of the Company together with the Audited Statements of Accounts for the
year ended 31st March, 2015.
FINANCIAL RESULTS (Standalone) : Rs. in Lakhs
Particulars 2014-15 2013-14
Turnover 1,60,114.16 1,81,501.85
Profit Before Interest Depreciation
and Taxes 21,196.12 27,217.96
Less: Interest and Finance Charges 14,867.18 15,972.69
Profit before Interest and Depreciation 6,328.94 11,245.27
Less: Depreciation 2,820.08 2,997.75
Profit before Tax 3,508.86 8,247.52
Provision for Tax 1,303.54 3,486.79
Profit after Tax 2,205.32 4,760.73
Profit brought forward 26,730.03 23,176.58
Profit available for appropriation 28,935.35 27,937.31
Appropriations:
Proposed Dividend at Rs1.00 per share (10%) 302.27 604.54
Dividend Tax on proposed Dividend 51.37 102.74
Transfer to General Reserve 500.00 500.00
Surplus carried to Balance Sheet 27,887.46 26,730.03
REVIEW OF OPERATIONS :
During the year 2014-15, the growth in operating income and
profitability of construction companies remained muted which implies
that execution is yet to pick up in a meaningful manner. This can be
partly attributed to stretched financial position of many construction
companies which has constrained resources for speeding up execution.
The improvement in liquidity profile and credit metrics of construction
companies will take some more time and will be subject to improvement
in working condition.
The construction/infrastructure sector is likely to get major boost
from the Government's focus on development of infrastructure in India.
With the political stability, sharper focus on infrastructure
development and improvement in economy, new projects announcements by
both the public and private sector are likely to pickup in FY16. The
Budget 2015 has taken a pro-growth stance and it does appear that the
government is keen to expedite the growth process by directly
contributing to investment. In the Budget the government announced
increase in investment in infrastructure by Rs.70,000 crores for
2015-16 and the allocation in the roads sector has been increased by
Rs.14,000 crores and that in railways by Rs.10,000 crores. Therefore
that the recovery in the construction sector is certain but expected to
be gradual linked to policy measures of the government.
During the year under review the company turnover has been declined to
Rs.1601.14 crores from Rs.1812.53 crores in the previous year. The
turnover is declined during the year 2014-15 mainly due to slow
progress of the road projects in the north-east sector and held up
irrigation projects in the Telangana State for technical/political
reasons and land acquisitions issues. The EBITDA margins have decreased
to 13.20% as compared to 15.00% in the previous year and PAT margin
have decreased to 1.37% as against 2.62% in the previous year. The
decrease in profit margins is due to fixed overheads such as financial
cost, work expenses and other expenses vis-a-vis lower level of
revenue.
Future Outlook :
The Company outstanding order book as on 31st March 2015 is of Rs.6,200
crores and so far during the current year company has short listed as
lowest bidder for new road orders valued about Rs. 4,875 crores. The
total order book including new works is about Rs. 11,075 crores. The
strong order book coupled with the future tenders the company planning
to bid will give major boost to the company in terms of revenue and
profitability in the coming time.
DIVIDEND:
Despite the Difficult economic conditions your directors are pleased to
recommend a dividend of Rs.1.00 per equity share (10%) of the face
value of Rs.10/- for the period ended 31st March, 2015.
The dividend, subject to approval at the AGM on 28th day of September,
2015, will be paid to the shareholders; whose names appear on the
Register of Members on 22nd September, 2015.
It is proposed to transfer Rs.500.00 Lakhs to the General Reserves of
the Company from the current year profits.
SHARE CAPITAL
The paid up Equity Share Capital of the Company has been increased from
Rs. 30.22 Crs to Rs. 33.83 Crs pursuant to allotment of 36,04,000
equity shares of the company to Foreign Institutional Investors (deemed
FPI) by way of Preferential Issue.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF
THE COMPANY:
There are no material changes and commitments affecting Financial
position of the company between the end of the financial year to which
these statements relate and the date this Board's Report.
There is no change in the nature of business of the Company during the
year under review.
BOARD MEETINGS:
The Board of Directors met 8 times in the Financial Year 2014Â15 on
05th Day of May 2014, 29th Day of May 2014, 26th Day of July 2014, 14th
of August 2014, 03rd of September 2014, 07th of November 2014, 30th
December 2014, 14th of February 2015.
DIRECTORS AND KEY MANAGERIAL PERSONNEL :
During the year under review, the Company has re-appointed Mr. T. V.
Sandeep Kumar Reddy as Managing Director of the Company for a further
period of five years w.e.f 01.10.2014 and Shri. V. L. Moorthy, Shri. G.
Siva kumar Reddy and Shri. CH. Hari Vittal Rao as Independent Directors
for a term of 5 years (Second term) by way of special resolution as per
the provisions of Section 149 of the Companies Act, 2013.
The Company has received necessary declaration from each Independent
Director of the Company under Section 149(7) of the Companies Act, 2013
that the Independent Directors of the Company meet with the criteria of
their Independence laid down in Section 149(6).
COMPOSITION OF AUDIT COMMITTEE:
The Audit Committee of the Board of Directors is as follows:
Mr. Ch Hari Vittal Rao  Chairman
Dr. V. L. Moorthy  Member
Mr. G Siva Kumar Reddy  Member
POLICY LAID DOWN BY THE NOMINATION AND REMUNERATION COMMITTEE FOR
REMUNERATION OF DIRECTORS, KMP & OTHER EMPLOYEES:
The Remuneration policy of the Company is performance driven and is
structured to motivate Employees. recognize their merits and
achievements and promote excellence in their performance. The
Nomination, Remuneration and Evaluation Policy of the company is
enclosed at Annexure-I of this report.
Manner in Which Formal Annual Evaluation has been made by the Board of
its Own Performance and that of its Committees and Individual
Directors:
Pursuant to the provisions of the Companies Act 2013 and Clause 49 of
the Listing Agreement, the Board has carried out evaluation of (i) its
own performance, (ii) the directors individually and (iii) working of
its Committees. The manner in which the evaluation was carried out as
detailed below:
(a) Nomination & Remuneration Committee: Pursuant to the provisions of
the Companies Act 2013 and Clause 49 of the Listing agreement, the
Nomination and Remuneration Committee at its meeting held on 14.02.2015
formulated the criteria for evaluation of directors and evaluated every
director. A structured questionnaire was prepared after taking into
consideration various parameters such as attendance and participation
in meetings, monitoring corporate governance practices, independence of
judgment, safeguarding the interests of the company etc., and
accordingly the evaluation was made. The Members of the Committee
evaluated the individual directors.
The Nomination and Remuneration Committee decided that since the
performance of the directors has been excellent, it is decided to
continue with the term of the directors, the Managing Director and the
Executive Director.
(b) Separate Meeting of Independent Directors: The Independent
directors of the Company at its meeting held on 14.02.2015 (a) reviewed
the performance of the non-independent directors and Board, (b)
reviewed the performance of the Chairperson of the Company and (c)
assessed the quality, quantity and timeliness of flow of information
between the company management and the Board. All the Independent
Directors except Dr. V.L. Moorthy as on 14.02.2015 attended the
meeting.
A structured questionnaire was prepared after taking into consideration
various parameters such as attendance and participation in meetings,
monitoring corporate governance practices, independence of judgment,
safeguarding the interests of the company etc., and accordingly, the
evaluation was made. The Members of the Committee evaluated the
non-Independent directors.
The Independent Directors decided that since the performance of the
Non-Independent Directors (including Managing Director and Whole time
Director) is excellent, the term of their appointment be continued.
The Independent Directors after review of the performance of the
Chairperson decided that the Chairperson has good experience, knowledge
and understanding of the Board's functioning and his performance is
excellent. The Independent Directors decided that the information flow
between the Company's Management and the Board is excellent.
(c) Evaluation by Board: The Board has carried out the annual
performance evaluation of its own performance, the Directors
individually (excluding the director being evaluated) as well as the
evaluation of the working of its Committees. A structured questionnaire
was prepared after taking into consideration various aspects of the
Board's functioning such as adequacy of the composition of the Board
and its Committees, effectiveness in developing Corporate governance
structure to fulfill its responsibilities, execution and performance of
specific duties etc. The Board decided that the performance of
individual directors, its own performance and working of the committees
is excellent.
DIRECTOR'S RESPONSIBILITY STATEMENT:
In pursuance of section 134 (5) of the Companies Act, 2013, the
Directors hereby confirm that:
(a) in the preparation of the annual accounts, the applicable
accounting standards had been followed along with 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 financial 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
SUBSIDIARIES COMPANIES, ASSOCIATES AND JOINT VENTURES:
The Company has six subsidiary companies (including step down
subsidiaries) as on 31st March, 2015 as per the Companies Act, 2013.
As per the provisions of Section 129 of the Companies Act, 2013 read
with Companies (Accounts) Rules, 2014, a separate statement containing
the salient features of the financial statements of the subsidiary
Companies/ Associate Companies/Joint Ventures is prepared in Form AOC-1
are given in Annexure- II.
The Company will make available the Annual Accounts of the subsidiary
companies and the related information to any member of the Company who
may be interested in obtaining the same. The annual accounts of the
subsidiary companies will also be kept opened for inspection by any
member at the Registered office of the Company and that of the
respective subsidiary companies.
The company has adopted the policy for determining 'material'
subsidiaries and the same has been placed on the website of the company
at http://www.gayatri.co.in/Investors/Corporate Governance/Policies.
EXTRACT OF ANNUAL RETURN:
As required pursuant to section 92(3) of the Companies Act, 2013 and
rule 12(1) of the Companies (Management and Administration) Rules,
2014, an extract of annual return in MGT 9 as a part of this Annual
Report in- Annexure III.
CONSOLIDATED FINANCIAL STATEMENTS
The Consolidated Financial Statements of the Company prepared in
accordance with relevant Accounting Standards (AS) viz. AS 21, AS 23
and AS 27 issued by the Institute of Chartered Accountants of India
form part of this Annual Report.
STATUTORY AUDITORS AND THEIR REPORT:
The Auditors, M/s. M O S & Associates LLP, Chartered Accountants,
Hyderabad retire at the ensuing Annual General Meeting and, being
eligible; offer themselves for reappointment for a period of one year
from the conclusion of this Annual General Meeting [AGM] till the
conclusion of next AGM. Your Board of Directors have recommended their
reappointment based on the recommendation of the Audit Committee to the
members for their approval at the forthcoming Annual general meeting
for a term of one year till the conclusion of the next AGM.
The Auditors Report to the members of the Company on the financial
statements for the Financial Statements for the financial Year ended
31st March 2015 forming part of this report does not contain any
Qualifications(s) or adverse observations.
SECRETARIAL AUDIT:
As per the provisions of the Section 204(1) of the Companies Act, 2013,
the Company has appointed Mr. Y. Koteswara Rao, Practising Company
Secretary to conduct Secretarial Audit of the records and documents of
the Company The Secretarial Audit Report for the Financial Year ended
31st March, 2015 in Form No MR-3 is annexed to the Directors Report -
Annexure - IV and forms part of this Report. The Secretarial Auditors'
Report to the Members of the Company for the Financial Year ended March
31, 2015 does not contain any qualification(s) or adverse observations
DISCLOSURES:
a) Deposits
Company has not accepted any deposits covered under Chapter V of the
Companies Act, 2013
b) Conservation of energy
The Company's main line of activity is civil construction which is not
power intensive. However the Company is taking all efforts to conserve
the usage of power.
(i) Use of alternate sources of energy is not applicable to the
Company.
(ii) Capital investment on energy conservation equipment for its main
line of activity is not applicable to the Company.
c) R & D Technology absorption
The Company main line of activity is civil construction and hence R &D
and technology absorption is not applicable to the Company.
d) Foreign exchange earnings - NIL
e) Foreign exchange outgo
Sr
No Nature of Payment Amount in Rs. Lacs
1 Foreign Travel 15.38
2 Repayment of ECB Loan 577.55
3 Repayment of ECB Interest 1599.81
DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS:
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 and internal financial controls laid down by the
Company.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
Details of Loans, Guarantees and Investments covered under the
provisions of Section 186 of the Companies Act, 2013 are given in the
notes to the Financial Statements. Also, pursuant to Clause 32 of the
Listing Agreement, the particulars of Loans/Advances given to
Subsidiaries have been disclosed in the notes to the Financial
Statements.
MANAGEMENT DISCUSSION & ANALYSIS:
Management Discussion and Analysis Report is annexed which forms part
of this Report as Annexure  V.
RISK MANAGEMENT POLICY:
The Company has been addressing various risks impacting the Company and
developed risk policy and procedures to inform Board members about the
risk assessment and minimization procedures.
WHISTLE BLOWER POLICY/VIGIL MECHANISM:
Pursuant to Section 177 of the Companies Act, 2013 and the Rules framed
there under and pursuant to the provisions of Clause 49 of the Listing
Agreement entered into with the Stock Exchanges, the Company has
established a mechanism through which all the stakeholders can report
the suspected frauds and genuine grievances to the appropriate
authority. The Whistle Blower Policy which has been approved by the
Board of Directors of the Company has been hosted on the website of the
Company at http://www.gayatri.co.in/Investors/Corporate
Governance/Policies.
DISCLOSURE AS PER SECTION 22 OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:
Pursuant to the requirements of Section 22 of Sexual Harassment of
Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 read
with Rules thereunder, the Company has not received any complaint of
sexual harassment during the year under review.
CORPORATE SOCIAL RESPONSIBILITY POLICY:
The brief outline of the Corporate Social Responsibility (CSR) Policy
of the Company and the initiatives undertaken by the Company on CSR
activities during the year are set out in Annexure-VI of this report in
the format prescribed in the Companies (Corporate Social Responsibility
Policy) Rules, 2014.The policy is available on the website of the
Company at http://www.gayatri.co.in/Investors/Corporate
Governance/Policies.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There are no significant & material orders passed by the Regulators /
Courts which would impact the going concern status of the Company and
its future operations.
CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
All related party transactions that were entered during the financial
year were in the ordinary course of the business of the Company and
were on arm's length basis. There were no materially significant
related party transactions entered by the Company during the year with
Promoters, Directors, Key Managerial Personnel or other persons which
may have a potential conflict with the interest of the Company. The
policy on dealing with Related Party Transactions are disseminated on
the website of the company at http://www.gayatri.co.in/Investors/
Corporate Governance/Policies.
FIXED DEPOSITS
Your Company has not accepted or renewed any deposit from public during
the year under review.
COST AUDIT:
M/s N.S.V. KRISHNA RAO & Co. Cost Auditors were appointed as cost
auditor to audit the cost records of the Company for the F. Y 2014-15
and re-appointed for the Financial Year 2015-16.
PARTICULARS OF EMPLOYEES:
Details in respect of remuneration paid to employees as required under
Section 197 (12) of the Companies Act, 2013 , read with Rule 5(2) & (3)
of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014, as amended forms part of this report. In terms of Section
136 of the Companies Act, 2013 the same is open for inspection at the
Registered Office of the Company. Copies of this statement may be
obtained by the members by writing to the Company Secretary at the
Registered Office of the Company
The ratio of the remuneration of each Director to the median employee's
remuneration and other details in terms of Section 197(12) of the
Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014, are enclosed in
Annexure  VII and forms part of this Report.
LISTING WITH STOCK EXCHANGES:
The Company confirms that it has paid the Annual Listing Fees for the
year 2015-2016 to NSE and BSE where the Company's Shares are listed.
CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION:
Your Company has taken adequate steps to adhere to all the stipulations
laid down in Clause 49 of the Listing Agreement. A report on Corporate
Governance is included as a part of this Annual Report (Annexure
-VIII). Certificate from the Practicing Company Secretary of the
company confirming the compliance with the conditions of Corporate
Governance as stipulated under Clause 49 of the Listing Agreement is
attached to this report.
ACKNOWLEDGEMENT:
Your Directors would like to acknowledge and place on record their
sincere appreciation to all stakeholders  clients, financial
institutions, Banks, Central and State Governments, the Companies'
valued investors and all other business partners for their continued
co-operation and excellent support received during the year.
Yours Directors recognize and appreciate the efforts and hard work of
all the employees of the Company and their continued contribution to
its progress.
For and on behalf of the Board
(T. INDIRA SUBBARAMI
REDDY) (T.V.SANDEEP KUMAR REDDY)
Chairperson Managing Director
Place : Hyderabad (P. SREEDHAR BABU) (I.V. LAKSHMI)
Date : 3rd
September, 2015 Chief Financial Officer Company Secretary
& Compliance Officer
Mar 31, 2014
The Members
We have great pleasure in presenting the 25th Annual Report together
with the Audited Statements of Accounts for the Financial Year ended
March 31,2014.
FINANCIAL RESULTS
The financial performance of your Company on both a stand-alone and a
consolidated basis for the year ended March 31, 2014 is summarized
below:
Rs.in Lakhs
Standalone Consolidated
PARTICULARS 2013-14 2012-13 2013-14 2012-13
Gross Income 1,81,501.85 2,02,467.84 1,59,996.27 1,97,988.28
Profit before
interest, depreciation
and tax 27,217.96 26,852.70 33,680.49 41,369.90
Less : Interest and
financial charges 15,972.69 13,522.98 26,862.37 27,045.47
Profit before
depreciation 11,245.27 13,329.72 6,818.12 14,324.43
Less : Depreciation 2,997.75 3,128.64 11,108.91 11,173.16
Profit before tax 8,247.52 10,201.08 (4,290.79) 3,151.27
Provision for tax 3,486.79 3,892.17 (3,464.64) (3,843.15)
Profit after tax 4,760.73 6,308.91 (7,755.43) (691.88)
Less : Minority Interest - 1,258.78 1,646.49
Profit after Prior Period
Adjustments 4,760.73 6,308.91 (6,496.65) 954.61
Profit brought forward 23,176.58 18,921.59 12,097.85 13,187.08
Other Adjustments - - (0.85) 9.72
Profit available for
appropriation 27,937.31 25,230.50 5,600.36 14,151.77
Appropriations:
Dividend & Dividend Tax 707.28 1,053.92 707.28 1,053.92
Transfer to Debenture
Redemption Reserve - - - -
Transfer to General
Reserve 500.00 1,000.00 500.00 1,000.00
Balance carried forward 26,730.03 23,176.58 4,393.08 12,097.85
Paid-up capital 3,022.70 3,022.70 3,022.70 3,022.70
Reserves and Surplus 63,573.62 59,520.17 60,716.21 63,757.01
OPERATIONS REVIEW
Your Company has an comfortable order book of Rs. 7273.45 Crores as on
31st March 2014 but translation of the order book into revenues is
remains a challenge due to delays in obtaining statutory clearances,
land acquisition, indecision making by authorities and delay in
settlement of disputes and claims. The finance cost of the company is
gone-up due stretched working capital cycles and additional loans
borrowed. The input cost of raw materials has gone-up due to delays in
the projects execution. The above factors have pulled down the profit
margins of the company. Despite the unfavorable economic conditions,
the company has achieved a turnover of Rs. 1812.53 Crores in FY 2014,
which is lower by 10% as compared to previous year. The PAT margins are
reduced to 2.62% in FY 2014 from 3.12% in FY 2013 mainly due higher
interest cost and material cost
Your Directors are pleased to inform that during the year under report,
the Company has secured orders of Rs. 443.71 crores including the
following major contracts.
- Construction of Railway Formation for Tata Steel Ltd., Kalinganagar
- Rs. 275.86 Crores
- Modernization of Yeluru Irrigation and Drainage System - Rs. 103.79
Crores
- Construction of Kudri Barrage Project - Rs. 43.28 Crores
The Company has promoted 8 Road Projects out of which 6 road projects
are completed and annuity/tolls are being collected and 2 are under
execution. The Company has promoted 2 coal based thermal power projects
of 1320 MW each, out of which one project is likely to achieve COD in
the current financial year and the other one in coming financial year.
FUTURE OUTLOOK
Construction is one of the core sectors of IndiaRs.s economy and the
revival of this sector is crucial for over all development of the
economy. The newly formed stable government at the center will boost
the economy with a greater emphasis on the progress of the reform of
infrastructure and investment. The new central government has set the
target of developing 1000 km of expressways, developing 8,737 km of
roads, including 3,846 km of national highways, in the North East ,
four-laning 20, 000 km of national highways and widening 20,000 km of
national highways to two lanes. In the policy front the Central
Government has permitted 100% FDI under the automatic route for all
road development projects. In short term the execution challenges are
expected to persist and the revenue growth rates continue to remain
muted. In long run the construction sector will have positive outlook.
Your company having execution capabilities, trained manpower, healthy
order book and other resources is in more advantageous position than
peers.
Thermal Powertech Corporation India Ltd (TPCL), is the first coal based
thermal power project of 1320 MW promoted by the company which is
expected to start commercial operation during FY 2015 and the second
power project of 1320 MW is under implementation. The company promoted
BOT road projects are started giving revenue and the revenue are likely
to improve in future with the accelerated growth of economy.On the
whole the profits and cash flows of the company is expected to improve
in near future.
DIVIDEND
Directors are pleased to recommend a dividend of Rs. 2.00 per equity
share (20%) of the face value of Rs. 10/- for the period ended 31st
March, 2014.
The dividend, subject to approval at the AGM on 29thday of September,
2014, will be paid to the shareholders, whose names appear on the
Register of Members on 23rd September, 2014.
RESERVES
It is proposed to transfer Rs.500.00 Lakhs to the General Reserves of the
Company from the current year profits. TRANSFER OF UNPAID/ UNCLAIMED
REFUND AMOUNT OF IPO TO IEPF
Pursuant to provisions of Section 205(A)(5) of the Companies Act 1956,
the amount of refund of IPO, which remain unpaid/ unclaimed for the
period of seven years has been transferred by the Company to the
Investor Education Provident Fund(IEPF), established by the Central
Government, pursuant to Section 205(C) of the said Act.
SUBSIDIARY COMPANIES
Your Company has seven subsidiary companies (including step down
subsidiaries) as on 31st March, 2014 as per the Companies Act, 1956.
The company''s step down subsidiary, M/s. Thermal Powertech Corporation
India Limited''s status has been changed to non- subsidiary (Associate)
due to change in subsidiary definition as per the Companies Act, 2013
which is effective from 01.04.2014.
CONSOLIDATED FINANCIAL STATEMENTS
The Consolidated Financial Statements of the Company prepared in
accordance with applicable Accounting Standards forms a part of this
Annual Report.
DIRECTORS
Shri. G. Siva Kumar Reddy and Dr. VL. Moorthy, Directors retire at the
ensuing Annual General Meeting and being eligible offer themselves for
reappointment.
PUBLIC DEPOSITS
The Company has not accepted any deposits from the public during the
year under review.
CORPORATE GOVERNANCE REPORT
Pursuant to Clause 49 of the Listing Agreement with the Stock
Exchanges, Management Discussion and Analysis Report, Corporate
Governance Report and Auditors Certificate on Corporate Governance are
annexed to this report.
MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT
The Management discussions and analysis report is given separately and
forms part of this Annual Report.
LISTING AT STOCK EXCHANGES
The Equity shares of the Company are listed in "BSE" (BOMBAY STOCK
EXCHANGE LIMITED) and "NSE" (NATIONAL STOCK EXCHANGE INDIA LIMITED)
and Non Convertible Debentures issued on Private placement are
continued to be listed on The Bombay Stock Exchange Ltd.
DIRECTORS RESPONSIBILITY STATEMENT
In accordance with the provisions of Section 217 (2AA) of the Companies
Act, 1956, with respect to Directors Responsibility Statement, it is
hereby confirmed that:
i) In the preparation of the annual accounts the applicable accounting
standards have been followed along with proper explanations relating to
material departures ;
ii) The Directors have selected such accounting policies and applied
them consistently and made judgment and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company as at 31st March, 2014 and of the profit of the Company
for the financial year ended on that date.
iii) The Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities; and
iv) The Directors have prepared the annual accounts of the Company on a
''going concern'' basis.
AUDITORS
The Auditors M/s. MOS & Associates, Chartered Accountants will retire
at the conclusion of the ensuing Annual General Meeting. They have
signified their willingness to accept re-appointment and have further
confirmed their eligibility under Section 141 of the Companies Act,
2013.
STATUTORY INFORMATION
Particulars of Employees
Details in respect of remuneration to employees as required under
Section 217(2A) of the Companies Act, 1956 read with Companies
(Particulars of Employees) Rules, 1975, as amended are not furnished
since no employee of the Company, except Executive Directors falls
within the remuneration limits provided under the said section and
rules.
Conservation of Energy, Technology absorption and Foreign Exchange
earnings and outgo
Information relating to Conservation of energy, Technology Absorption
and Foreign Exchange Earnings and Outgo as required under Section
217(1)(e) of the Companies Act, 1956 read with the Companies
(Disclosure of the Particulars in the Report of Board of Directors)
Rules, 1988 is not applicable for the company. The particular of
expenditure and earnings in Foreign Currency is furnished in Notes to
Accounts.
AUDITORS'' REPORT
Management Observation on Auditors Observations:
Joint Venture Losses:
The response of the Directors to the comments of the Auditors in their
report on Financial Statements is as under:
The IJM-Gayatri Joint Venture losses are not considered in the books of
your company in view of the various claims made on the employer for
their contractual failures by the joint ventures and the losses which
are primarily attributed to such failures are likely to be decided in
favor of the joint venture. The JV has raised claims in excess of Rs.300
Crores on the National Highways Authority of India and Andhra Pradesh
State Government, which are pending for consideration before the
appropriate legal forum.
Present Status of Claims:
a) The amount of claims awarded in favor of the joint venture is Rs.64.82
crores ( including interest of Rs.34.46 Crores) out of which Rs.18.78
crores payment received.
b) The amount of claims which are under adjudication are Rs.274.19
crores.
The management is confident to recovering substantial amount of claims.
The management is of theopinion that the excess expenditure is expected
to flow back through future cash flows on settlement of the claims by
the employer. In the unlikely situation of not awarding the entire
amount of claims, GPL has to provide an amount of Rs.46.30 crores towards
its share of 40% in the IJM-Gayatri Joint Venture.
VIGIL MECHANISM:
In pursuant to the provisions of section 177(9) & (10) of the Companies
Act, 2013, a vigil mechanism for directors and employees to report
genuine concerns has been established.
CORPORATE SOCIAL RESPONSIBILITY:
In pursuant to the provisions of section 135 and schedule VII of the
Companies Act, 2013, CSR Committee of the Board of Directors was formed
to recommend (a) the policy on Corporate SocialResponsibility (CSR) and
(b) implementation of the CSR Projects or Programs to be undertaken by
the Company as per CSR Policy for consideration and approval by the
Board of Directors.
INDUSTRIAL RELATIONS
The Company enjoyed cordial relations with the employees during the
year under review and the Management appreciates the employees of all
cadres for their dedicated services to the Company, and expects
continued support, higher level of productivity for achieving the
targets set for the future.
ACKNOWLEDGEMENTS
Your Directors place on record their appreciation for the confidence
reposed and continued support extended by its customers, suppliers ,
Banks and Financial Institutions, Government at Centre and State and
Shareholders. Your Board would like to place on record, its sincere
appreciation all the sub contractors, consultants, clients and
employees for having played a very significant part in the Company''s
operations till date.
For and on behalf of the Board
Place: Hyderabad T. INDIRA SUBBARAMI REDDY T. V. SANDEEP KUMAR REDDY
Date: 29th May 2014. Chairperson Managing Director
Mar 31, 2012
The Members,We have great pleasure in presenting the 23nd Annual Report
together with the Audited Statements of Accounts for the Financial Year
ended March 31, 2012. For your Company this has been a truly remarkable
year and your company has achieved many milestones and initiated new
ventures.
FINANCIAL RESULTS
The financial performance of your Company on both a stand-alone and a
consolidated basis for the year ended March 31, 2012 is summarized
below:
Rs. in Lakhs
PARTICULARS Standalone Consolidated
2011-12 2010-11 2011-12 2010-11
Gross Income 180523.75 1,44,619.33 2,20,593.74 1,21,606.52
Profit before
interest, depre
ciation and tax 20,327.05 17,626.84 31,822.41 22,804.79
Less : Interest
and financial
charges 10,437.38 7,418.49 22,072.24 11,730.14
Profit before
depreciation 9,889.67 10,208.35 9,749.90 11,074.65
Less : Depreciation 2,905.68 2,273.28 8,208.89 6,232.23
Profit before tax 6,983.99 7,935.07 1,541.01 4,842.42
Provision for tax 2,386.87 2,935.06 2,355.13 3,085.14
Profit after tax 4,597.12 5,000.01 (814.12) 1,757.28
Less : Minority
Interest - - 1,371.15 1,475.22
Profit after Prior
Period Adjustments 4,597.12 5,000.01 557.03 3,232.50
Profit brought
forward 16,060.16 13,869.88 14,400.94 13,978.17
Other Adjustments - - (34.83) -
Profit available
for appropriation 20,657.28 18,869.89 14,923.14 17,210.67
Appropriations:
Dividend & Dividend
Tax 835.69 709.73 835.69 709.73
Transfer to Debenture
Redemption Reserve - 1,300.00 - 1,300.00
Transfer to
General Reserve 900.00 800.00 900.00 800.00
Balance carried
forward 18,921.59 16,060.16 13,187.08 14,400.94
Paid-up capital 2,396.82 1,198.90 2,396.82 1,198.90
Reserves and Surplus 49,225.36 32,596.98 57,988.84 45,435.38
REVIEW OF OPERATIONS:
The financial year 2011-12 was a challenging year and almost all
Country's including India are facing the fear of slowdown in the
growth. The uncertainty about demand conditions, and increasing in
interest rates, slowdown decision making in various crucial areas and
weakling of rupee are contributing for subdued growth rate and also less
favorable condition for investment. In this challenging year, your
Company has performed reasonably well and grew its revenue by 25%. The
EBIDTA margins have registered at 17.26% as against 13.45% in the
previous year. The company has make provision of Rs.79.23 crores for the
foreign exchange translation loss on the FCCB Bonds and an account of
this PAT margins have decreased to 2.55%.
Your Directors are pleased to inform that all projects under taken by
the Company are progressing as per schedule except few works where
there has been a delay in handing over of the site by the client. In
all such cases, your company has got extension of time from the
employer.
The Order Book position of your company is strong at Rs.7,809.99 crores
as on 31st March, 2012 with a revenue visibility over next four years.
The sector wise breakup is as under:
Sl.
No. Particulars Orders on Hand %
Rs. in Crores
1 Irrigation Division 3457.29 44.27
2 Roads Division 1978.97 25.34
3 Power Transmission 248.26 3.18
4 Industrial Works 2125.47 27.21
TOTAL 7809.99 100.00
FUTURE OUTLOOK
Despite the continued unfavorable macroeconomic environment,
Construction Sector is expected to show some improvement compared to
last year as evidenced by the recent increase in the output of steel
and cement. The projected GDP growth of construction industry is 6.5
percent as against 5.3 percent in previous year. The biggest driver for
construction is the infrastructure sector. Investments in the Twelfth
Plan are expected to be roughly double the investments in the Eleventh
Plan. For the Twelfth Plan, the estimated investment in infrastructure
is expected to increase to Rs.
40,992.4 billion. This huge investment in infrastructure, coupled with
recovery in the residential segment of the real estate market, is
expected to drive the construction industry in the next few years. It
can be said that for the next six years (20II-I2 to 20I6-I7) the demand
for the construction industry will be quite significant. In value
terms, the expected size of this industry by 20I6-I7 will be quite
significant. As an existing leading player and experienced
infrastructure developer, your Company will have direct advantage in
the challenging scenario.
DIVIDEND
Directors are pleased to recommend a dividend of Rs.3/- per equity share
of the face value of Rs. 10/- for the period ended 31a March 2012.
The dividend, subject to approval at the AGM on 20th of September,
2012, will be paid to the shareholders whose names appear on the
Register of Members with reference to the book closure from Friday 14th
September, 2012 to Thursday 20th September, 2012 (inclusive of both
dates).
RESERVES
It is proposed to transfer Rs.900Lakhs to the General Reserves of the
Company from the current year's profits.
SUBSIDIARY COMPANIES
During the year under review your company has incorporated M/s. Sai
Maharini Toll ways Limited has wholly owned subsidiary of the company.
With effect from I3th of March, 2012, HKR Roadways Limited is not a
subsidiary of our Company pursuant to acquisition of shares by other
shareholders in HKR Road Ways Limited.
With effect from November 29, 2011, Bhandara Thermal Power Corporation
Limited has become a step down subsidiary of your Company pursuant to
Gayatri Energy Ventures Private Limited having acquired 98.99% of the
equity share capital thereof.
Your Company has seven subsidiary companies (including step down
subsidiaries) as on 31st March 2012 as per the Companies Act, 1956.
CONSOLIDATION OF ACCOUNTS
In accordance with the Accounting Standard -21 on Consolidated
Financial Statements read with Accounting Standard - 23 & 27 on
Accounting for Investments in Associates in Consolidated Financial
Statements and Financial Reporting of Interests in Joint Ventures,
Consolidated Financial Statements are prepared considering the combined
profits net of losses of all the subsidiaries, joint ventures and after
eliminating intra group transactions, unrealized profits and balances.
Your Directors have pleasure in attaching the Consolidated Financial
Statements presented by your Company which form part of the Annual
Report and Accounts.
DIRECTORS
Smt. T. Indira Subbarami Reddy and Sri Ch. Hari Vittal Rao, Directors
retire at the ensuing AGM and being eligible offer themselves for
reappointment.
PUBLIC DEPOSITS
The Company has not accepted any deposits from the public during the
year under review.
CORPORATE GOVERNANCE REPORT
Pursuant to Clause 49 of the Listing Agreement with the Stock Exchange,
Management Discussion and Analysis Report, Corporate Governance Report
and Auditors Certificate on Corporate Governance are annexed to this
report.
MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT
The Management discussions and analysis report is given separately and
forms part of this Annual Report.
LISTING AT STOCK EXCHANGES
The Equity shares of the Company are listed in "BSE"(BOMBAY STOCK
EXCHANGE LIMITED) and "NSE" (NATIONAL STOCK EXCHANGE OF INDIA
LIMITED), Non Convertible Debentures issued on Private placement are
continued to be listed on The Bombay Stock Exchange Limited and Foreign
Currency Convertible Bonds (FCCB's) are listed on the Singapore Stock
Exchange Limited.
RIGHTS ISSUE
During the year under review your company has raised Rs. 143.86 Crores
through the Rights issue, by issue of 11979242 equity shares of Rs.10/-
each at a premium of Rs. 110/- to the existing shareholders on right
basis. The aforesaid shares allotted under rights issue start traded on
the Bombay Stock Exchange and National Stock Exchange w.e.f 29th of
March, 2012.
DIRECTORS RESPONSIBILITY STATEMENT
In accordance with the provisions of Section 217 (2AA) of the Companies
Act, 1956, with respect to Directors Responsibility Statement, it is
hereby confirmed that:
i) in the preparation of the annual accounts the applicable accounting
standards have been followed along with proper explanations relating to
material departures ;
ii) the Directors have selected such accounting policies and applied
them consistently and made judgment and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company as at 31st March, 2012 and of the profit of the Company
for the financial year ended on that date.
iii) The Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities; and
iv) The Directors have prepared the annual accounts of the Company on a
'going concern' basis.
AUDITORS
The Auditors M/s. C.B. Mouli& Associates, Chartered Accountants,
Secunderabad will retire at the conclusion of the ensuing Annual
General Meeting. They have signified their willingness to accept
re-appointment and have further confirmed their eligibility under
Section 224 (I-B) of the Companies Act, 1956.
STATUTORY INFORMATION
Particulars of Employees
Details in respect of remuneration to employees as required under
Section 217(2A) of the Companies Act, 1956 read with Companies
(Particulars of Employees) Rules, 1975, as amended are not furnished
since no employee of the Company, except Executive Directors falls
within the remuneration limits provided under the said section and
rules.
Conservation of Energy, Technology absorption and Foreign Exchange
earnings and outgo
Information relating to Conservation of energy, Technology Absorption
and Foreign Exchange Earnings and Outgo as required under Section
217(1)(e) of the Companies Act, 1956 read with the Companies
(Disclosure of the Particulars in the Report of Board of Directors)
Rules, 1988 is not applicable for the company. The particular of
expenditure and earnings in Foreign Currency is furnished in Notes to
Accounts.
AUDITORS' REPORT
Management Observation on Auditors Observations:
Joint Venture Losses:
The response of the Directors to the comments of the Auditors in their
report on Financial Statements is as under:
The IJM-Gayatri Joint Venture losses are not considered in the books of
your company because of the various claims made on the employer for
their contractual failures by the joint ventures and the losses which
are primarily attributed to such failures are likely to be decided in
favor of the joint venture. The management is of the firm opinion that
the excess expenditure is expected to flow back through future cash
flows on settlement of the claims by the employer. There is substantial
progress in the proceedings in the arbitration and the management is
reasonably confident of recovery of these claims in near future. In the
unlikely situation of not awarding the entire amount of claims, GPL has
to provide an amount of Rs 53.78 crores towards its share of 40% in the
IJM-Gayatri Joint Venture.
INDUSTRIAL RELATIONS
The Company enjoyed cordial relations with the employees during the
year under review and the Management appreciates the employees of all
cadres for their dedicated services to the Company, and expects
continued support, higher level of productivity for achieving the
targets set for the future.
ACKNOWLEDGEMENTS
Your Directors place on record their appreciation for the confidence
reposed and continued support extended by its customers, suppliers ,
Banks and Financial Institutions, Government at centre and state and
shareholders. Your Board would like to place on record, its sincere
appreciation all the sub contractors, consultants, clients and
employees for having played a very significant part in the Company's
operations till date.
For and on behalf of the Board
Place : Hyderabad T. INDIRA SUBBARAMI REDDY T. V. SANDEEP
KUMAR REDDY
Date : 30th May, 2012. Chairperson Managing Director
Mar 31, 2011
To
The Members,
We have great pleasure in presenting the 22nd Annual Report
together with the Audited Statements of Accounts for the Financial
Year ended March 31, 2011. For your Company this has been a truly
remarkable year and your company has achieved many milestones and
initiated new ventures.
FINANCIAL RESULTS
The financial performance of your Company on both a stand-alone and a
consolidated basis for the year ended March 31, 2011 is summarised
below:
(Rs.in Lacs)
PARTICULARS Standalone Consolidated
2010-11 2009-2010 2010-11 2009-2010
Gross Income 144,619.33 125,669.04 121,606.52 128,097.26
Profit before
interest,
depreciation and tax 20,011.34 15,650.12 20,094.80 15,633.49
Less : Interest and
financial charges 8,562.52 5,544.21 11,730.14 5,553.99
Profit before
depreciation 11,448.82 10,105.91 8,364.66 10,079.50
Less : Depreciation 2,273.28 2,005.71 2,281.77 2,005.76
Profit before tax 9,175.54 8,100.20 6,082.89 8,073.74
Provision for tax 2,934.12 2,765.44 3,084.20 2,540.74
Profit after tax 6,241.42 5,334.76 2,998.69 5,532.99
Less : Minority
Interest à à 1,475.22 (13.30)
Prior Period
Adjustments 1,241.41 425.74 1,241.41 428.40
Profit after Prior
Period Adjustments 5,000.01 4,909.02 3,232.50 5,117.89
Profit brought forward 13,869.88 10,310.46 12,719.34 8,951.05
Profit available for
appropriation 18,869.89 15,219.48 17,210.67 14068.94
Appropriations:
Interim Dividend à 277.62 à 277.62
Final Dividend 606.63 277.62 606.63 277.62
Dividend tax 103.10 94.36 103.10 94.36
Transfer to Debenture
Redemption Reserve 1300.00 Ã 1,300.00 Ã
Transfer to General
Reserve 800.00 700.00 800.00 700.00
Balance carried
forward 16,060.16 13,869.88 14,400.94 12,719.34
Paid-up capital 1,198.90 1,110.48 1,198.90 1,110.48
Reserves and Surplus 32,596.98 26,574.39 45,435.38 33,851.90
REVIEW OF OPERATIONS:
In a challenging financial year that it has been, your Company has
delivered an excellent performance through commendable teamwork and a
confluence of professionalism, commitment, zeal and passion:-
- Business levels increased to Rs.1,44,055.10 lacs from Rs.1,25,248.56
lacs an increase of 15.01%
- Net Profit after tax as increased to Rs.6,241.42 lacs from
Rs.5,334.76 lacs an increase of 16.99%.
Your Company core competence lies in its capabilities to complete the
projects on time. Your Directors are pleased to inform that all
projects under taken by the Company are progressing as per schedule
except few works where there has been a delay in handing over of the
site by the client. In all such cases, your company has got extension
of time from the employer.
ORDER BOOK POSITION:
The Order Book position as on date is Rs.8,30,056 lacs and the sector
wise breakup is as under:
(Rs in Lacs)
Sl.
No. Particulars Orders on Hand %
(Rs. in Lacs)
1 Irrigation Division 3,58,788 43.22
2 Roads Division 2,61,624 31.52
3 Building Division 4,045 0.49
4 Power Transmission 26,584 3.20
5 Industrial Works 1,79,015 21.57
TOTAL 8,30,056 100.00
FUTURE OUTLOOK
Over the last few years, the Indian economy has been in a phase of
unparalleled growth of about 8-10% per year, making it one of the
fastest growing economies in the world. Sustaining this rate of growth
will need huge investments in physical infrastructure such as roads,
water, power and urban sectors. Preliminary estimates suggest that
investment in infrastructure would need to increase from the current
4.6% of GDP to about 8% during the 11th Plan. The Construction sector
accounts for nearly 45% of the total investment in infrastructure and
is expected to be the prime beneficiary of the surge in infrastructure
investment in the near to medium term. The importance that the
Government of India (GoI) places on bridging the country's acute
infrastructure deficit is evident from the two fold increase in the
planned outlay for the infrastructure sector in the XIIth five year
plan. The construction sector has witnessed robust growth in order
inflows during the last few quarters, benefiting from increased
spending on transportation, power, and urban infrastructure, besides
from an increase in the award of build-operate-transfer (BOT)
contracts. The two-fold increase in the plan outlay envisaged for
infrastructure during the XIIth Five-Year Plan is likely to further
augment order inflows for construction companies in the near to medium
term. The 11th Five Year Plan envisages an infrastructure investment of
Rs. 20,561 billion which includes Roads sector investment of Rs 3,142
millions, Irrigation sector investment of Rs 2,533 millions. NHAI has
announced that 11,050 KM roads will be announced in the current year
involving investment of Rs 70,000 crores, as per the target fixed by
the GoI.
As an existing leading player in the infrastructure development, your
Company will have direct advantage in the changed scenario. The order
book, turnover and profitability of your Company is likely to improve
in near and medium future.
DIVIDEND
Directors are pleased to recommend a final dividend of Rs.5/- per
equity share of the face value of Rs.10/- for the period ended 31st
March 2011.
The dividend, subject to approval at the AGM on 30th day of September,
2011, will be paid to the shareholders whose names appear on the
Register of Members with reference to the book closure from 3rd
September, 2011 to 6th September, 2011 (inclusive of both dates).
RESERVES
It is proposed to transfer Rs.800 lacs to the General Reserves and
Rs.1300 lacs to the Debenture Redemption Reserve of the Company from
the current year's profits.
SUBSIDIARY COMPANIES
During the year under review M/s. HKR Road Ways Limited and Bhandara
Thermal Power Corporation Limited has become a subsidiary of the
company.
Your Company has seven subsidiary companies (including step down
subsidiaries) as on 31st March 2011.
CONSOLIDATION OF ACCOUNTS
In accordance with the Accounting Standard -21 on Consolidated
Financial Statements read with Accounting Standard à 23 & 27 on
Accounting for Investments in Associates in Consolidated Financial
Statements and Financial Reporting of Interests in Joint Ventures,
Consolidated Financial Statements are prepared considering the combined
profits net of losses of all the subsidiaries, joint ventures and after
eliminating intra group transactions, unrealized profits and balances.
Your Directors have pleasure in attaching the Consolidated Financial
Statements presented by your Company which form part of the Annual
Report and Accounts.
DIRECTORS
Sri. G. Siva Kumar Reddy and Dr. V. L. Moorthy, Directors retire at the
ensuing AGM and being eligible offer themselves for reappointment.
PUBLIC DEPOSITS
The Company has not accepted any deposits from the public during the
year under review.
CORPORATE GOVERNANCE REPORT
Pursuant to Clause 49 of the Listing Agreement with the Stock Exchange,
Management Discussion and Analysis Report, Corporate Governance Report
and Auditors Certificate on Corporate Governance are annexed to this
report.
MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT
The Management discussions and analysis report is given separately and
forms part of this Annual Report.
LISTING AT STOCK EXCHANGES
The Equity shares of the Company and Non Convertible Debentures issued
on Private placement are continued to be listed on The Bombay Stock
Exchange and Foreign Currency Convertible Bonds (FCCB's) are listed on
the Singapore Stock Exchange Limited. Further National Stock Exchange
has approved the listing of our equity shares w.e.f 22nd August, 2011
Vide circular dated 18th of August, 2011.
FORFEITURE OF SHARE WARRANTS:
During the year 2009-10, the Company had issued and allotted 10,00,000
warrants to the Promoters of the Company on a preferential basis at a
price of Rs.142.52/- per warrant convertible into 1 equity share of
Rs.10/- each at a premium of Rs.132.52 per warrant which shall be
convertible within a period of 18 months from the date of allotment
i.e. before 13/ 03/2011, which is in accordance with the SEBI
(Disclosure and Investor Protection) Guidelines, 2000, ("SEBI DIP
Guidelines"). On October 29, 2010, the promoters converted 597,521
Warrants into Equity Shares as per the pricing formula prescribed in
the SEBI DIP Guidelines for preferential issues. The remaining warrants
402,479 of the aforesaid 1,000,000 warrants remained unexercised as the
promoters are not allowed to convert beyond 5% during one financial
year as per SEBI(SAST) Regulations, 1997. Hence the remaining warrants
were forfeited by the company on March 14, 2011 and the amount paid by
the promoters towards the warrants of Rs. 143.40 Lacs was transferred
to Capital Reserve Account.
RIGHTS ISSUE
Company has filed Draft Letter of offer with Securities Exchange Board
of India for issue of Right Shares along with detachable warrants on
21st of March, 2011.
ISSUE OF NON CONVERTIBLE DEBENTURES:
During the year under review company had issued Non Convertible
Debentures on private placement basis and the same were listed on
Bombay Stock Exchange.
DIRECTORS RESPONSIBILITY STATEMENT
In accordance with the provisions of Section 217 (2AA) of the Companies
Act, 1956, with respect to Directors Responsibility Statement, it is
hereby confirmed that:
i) in the preparation of the annual accounts the applicable accounting
standards have been followed along with proper explanations relating to
material departures ;
ii) the Directors have selected such accounting policies and applied
them consistently and made judgment and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company as at 31st March, 2011 and of the profit of the Company
for the financial year ended on that date.
iii) The Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities; and
iv) The Directors have prepared the annual accounts of the Company on a
'going concern' basis.
AUDITORS
The Auditors M/s. C.B. Mouli & Associates, Chartered Accountants,
Secunderabad will retire at the conclusion of the ensuing Annual
General Meeting. They have signified their willingness to accept
re-appointment and have further confirmed their eligibility under
Section 224 (1-B) of the Companies Act, 1956.
STATUTORY INFORMATION
Particulars of Employees
Details in respect of remuneration to employees as required under
Section 217(2A) of the Companies Act, 1956 read with Companies
(Particulars of Employees) Rules, 1975, as amended are not furnished
since no employee of the Company, except Executive Directors falls
within the remuneration limits provided under the said section and
rules.
Conservation of Energy, Technology absorption and Foreign Exchange
earnings and outgo
Information relating to Conservation of energy, Technology Absorption
and Foreign Exchange Earnings and Outgo as required under Section
217(1)(e) of the Companies Act, 1956 read with the Companies
(Disclosure of the Particulars in the Report of Board of Directors)
Rules, 1988 is not applicable for the company. The particular of
expenditure and earnings in Foreign Currency is furnished in Notes to
Accounts.
AUDITORS' REPORT
Management Observation on Auditors Observations:
Joint Venture Losses:
The response of the Directors to the comments of the Auditors in their
report on Financial Statements is as under:
The IJM-Gayatri Joint Venture losses are not considered in the books of
your company because of the various claims made on the employer for
their contractual failures by the joint ventures and the losses which
are primarily attributed to such failures are likely to be decided in
favor of the joint venture. The management is of the firm opinion that
the excess expenditure is expected to flow back through future cash
flows on settlement of the claims by the employer. There is substantial
progress in the proceedings in the arbitration and the management is
reasonably confident of recovery of these claims in near future. In the
unlikely situation of not awarding the entire amount of claims, GPL has
to provide an amount of Rs 53.78 crores towards its share of 40% in the
IJM-Gayatri Joint Venture.
PARTICULARS OF EMPLOYEES
The details required under section 217(2A) of the Companies Act, 1956
read the Companies (Particulars of Employees) Rules, 1975 are not
furnished as there are no employees who are covered under the above
section.
INDUSTRIAL RELATIONS
The Company enjoyed cordial relations with the employees during the
year under review and the Management appreciates the employees of all
cadres for their dedicated services to the Company, and expects
continued support, higher level of productivity for achieving the
targets set for the future.
ACKNOWLEDGEMENTS
The Board of Directors would like to place on record their appreciation
for the assistance and guidance extended by the Government at Centre
and in the States, Banks and Financial institutions. Your Directors
also place on record their sincere appreciation of the total commitment
and hard work put in by all the sub contractors, consultants, clients
and employees of the company.
For and on behalf of the Board
T. INDIRA REDDY T. V. SANDEEP KUMAR REDDY
Chairperson Managing Director
Place : Hyderabad
Date : 22nd August, 2011
Mar 31, 2010
The Members, We have great pleasure in presenting the 21st Annual
Report together with the Audited Statements of Accounts for the
Financial Year ended March 31, 2010. For your Company this has been a
truly remarkable year and your company has achieved many milestones and
initiated new ventures.
FINANCIAL RESULTS
The financial performance of your Company on both a stand-alone and a
consolidated basis for the year ended March 31, 2010 is summarised
below:
(Rs.in Lacs)
PARTICULARS Standalone Consolidated
2009-10 2008-2009 2009-10 2008-2009
Gross Income 125,669.04 101,100.37 128,097.26 103,508.48
Profit before interest,
depreciation and tax 15,650.12 11,999.32 15,633.49 11,614.86
Less : Interest and
financial charges 5,544.21 3,685.57 5,553.99 3,942.44
Profit before depreciation 10,105.91 8,313.75 10,079.50 7,672.42
Less : Depreciation 2,005.71 1,970.13 2,005.76 2,092.02
Profit before tax 8,100.20 6,343.62 8,073.74 5,580.40
Provision for tax 2,765.44 2,181.69 2,540.74 2,297.68
Profit after tax 5,334.76 4,161.93 5,532.99 3,282.72
Less : Minority Interest - - (13.30) 44.69
Prior Period Adjustments 425.74 30.32 428.40 30.32
Profit after Prior Period
Adjustments 4,909.02 4,131.61 5,117.89 3,207.71
Profit brought forward 10,310.46 7,251.73 8,951.05 6,594.67
Profit available for
appropriation 15,219.48 11,383.34 14068.94 9,802.38
Appropriations:
Interim Dividend 277.62 - 277.62 -
Final Dividend 277.62 404.19 277.62 404.19
Dividend tax 94.36 68.69 94.36 68.69
Transfer to General Reserve 700.00 600.00 700.00 600.00
Balance carried forward 13,869.88 10,310.46 12,719.34 8,729.50
Paid-up capital 1,110.48 1,010.48 1,110.48 1,010.48
Reserves and Surplus 26,930.69 20,564.97 36,392.27 25,472.70
REVIEW OF OPERATIONS:
In a challenging financial year that it has been, your Company has
delivered an excellent performance through commendable teamwork and a
confluence of professionalism, commitment, zeal and passion:-
? Business levels increased to Rs.125,669.04 Lacs from Rs.101,100.37
Lacs an increase of Rs.24,568.67 Lacs (24.30%).
? Net Profit rose to Rs.5,334.76 Lacs from Rs.4,161.93 Lacs an
increase of Rs.1,172.83 Lacs (29.12%).
Your Company core competence lies in its capabilities to complete the
projects on time. Your Directors are pleased to inform that all
projects under taken by the Company are progressing as per schedule
except few works where there has been a delay in handing over of
the site by the client. In all such cases, your company has got
extension of time from the employer.
ORDER BOOK POSITION:
The Order Book position as on date is Rs.700536.86 Lacs and the sector
wise breakup is as under:
Sl. No. Particulars Orders on Hand %
(Rs. in Lacs)
1 Irrigation Division 367,273.12 52.42
2 Roads Division 77,054.24 11.00
3 Road BOT Projects 156,188.70 14.28
4 Others 100,020.80 22.30
TOTAL 700,536.86 100.00
FUTURE OUTLOOK
India, as one of the fastest growing economies, has recognized the need
for all round development in the important infrastructure sectors. The
potential is enormous as many sectors are opening up for participation
and private investment. In the last few years a number of Road
Projects have been taken up under ambitious National Highway
Development Programme in which large number of Indian and foreign
construction companies are participating.
Your Company is one of the fastest growing construction companies in
India executing major civil works including construction of concrete or
masonry dams, earthen dams, national highways, bridges, canals,
aqueducts, airports, ports etc. The company will benefit immensely from
changing economic scenario and positive initiatives from the government
for development of Indian infrastructure.
DIVIDEND
Directors are pleased to recommend a final dividend of Rs.2.50 per
equity share of the face value of Rs.10/- for the period ended 31st
March 2010. The interim dividend of Rs.2.50 per equity share was paid
on 11th February, 2010.
The final dividend, subject to approval at the AGM Scheduled on 27th
September, 2010, will be paid to the shareholders whose names appear on
the Register of Members with reference to the book closure from 20th
September, 2010 to 27th September, 2010 (inclusive of both dates).
The total dividend for the period including the proposed final dividend
of Rs.2.50 per share and Interim Dividend of Rs.2.50 per share, amounts
to Rs.5.00 per share for the Year.
RESERVES
It is proposed to transfer Rs.700 Lacs to the General Reserves of the
Company from the current years profits.
SUBSIDIARIES
Your Company has five subsidiary companies (including step down
subsidiaries) as on 31st March 2010.
Pursuant to Section 212(8) of the Companies Act, the Central Government
vide its letter no 47/362/2010-CL-III dated 07/05/2010 granted
exemption from attaching to the Balance Sheet of the Company, the
Accounts and other documents of each of its subsidiaries. However, the
Consolidated Financial Statements of the Company, which includes the
results of the said subsidiaries, forms part of this Annual Report. The
company will send copy of annual reports of subsidiary companies to
shareholders upon request. The annual accounts of subsidiary companies
are kept open for inspection at the registered office of the company
which are also available in the companys website.
CONSOLIDATION OF ACCOUNTS
In accordance with the Accounting Standard -21 on Consolidated
Financial Statements read with Accounting Standard à 23 & 27 on
Accounting for Investments in Associates in Consolidated Financial
Statements and Financial Reporting of Interests in Joint Ventures,
Consolidated Financial Statements are prepared considering the combined
profits net of losses of all the subsidiaries, joint ventures and after
eliminating intra group transactions, unrealized profits and balances.
Your Directors have pleasure in attaching the Consolidated Financial
Statements presented by your Company which form part of the Annual
Report and Accounts.
DIRECTORS
Shri SMAA Jinnah, Director of your Company has expired during the year.
The Board places on record its immense appreciation of the services
rendered by him during his tenure as the Member of the Board of
Directors of the Company.
Sri T.V. Sandeep Kumar Reddy and Sri J Brij Mohan Reddy retire at the
ensuing AGM and being eligible offer themselves for reappointment.
PUBLIC DEPOSITS
The Company has not accepted any deposits from the public during the
year under review.
CORPORATE GOVERNANCE REPORT
Pursuant to Clause 49 of the Listing Agreement with the Stock Exchange,
Management Discussion and Analysis Report, Corporate Governance Report
and Auditors Certificate on Corporate Governance are annexed to this
report.
MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT
The Management discussions and analysis report is given separately and
forms part of this Annual Report.
DIRECTORS RESPONSIBILITY STATEMENT
In accordance with the provisions of Section 217 (2AA) of the Companies
Act, 1956, with respect to Directors Responsibility Statement, it is
hereby confirmed that:
i) in the preparation of the annual accounts the applicable accounting
standards have been followed along with proper explanations relating to
material departures ;
ii) the Directors have selected such accounting policies and applied
them consistently and made judgment and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company as at 31st March, 2010 and of the profit of the Company
for the financial year ended on that date;
iii) The Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities; and
iv) The Directors have prepared the annual accounts of the Company on a
Ãgoing concern basis.
AUDITORS
The Auditors M/s. C.B. Mouli & Associates, Chartered Accountants,
Secunderabad will retire at the conclusion of the ensuing Annual
General Meeting. They have signified their willingness to accept
re-appointment and have further confirmed their eligibility under
Section 224 (1-B) of the Companies Act, 1956.
STATUTORY INFORMATION
Particulars of Employees
Details in respect of remuneration to employees as required under
Section 217(2A) of the Companies Act, 1956 read with Companies
(Particulars of Employees) Rules, 1975, as amended are not furnished
since no employee of the Company, except Executive Directors falls
within the remuneration limits provided under the said section and
rules.
Conservation of Energy, Technology absorption and Foreign Exchange
earnings and outgo
Information relating to Conservation of energy, Technology Absorption
and Foreign Exchange Earnings and Outgo as required under Section
217(1)(e) of the Companies Act, 1956 read with the Companies
(Disclosure of the Particulars in the Report of Board of Directors)
Rules, 1988 is not applicable for the company. The particular of
expenditure and earnings in Foreign Currency is furnished in Notes to
Accounts.
AUDITORS REPORT
Management Observation on Auditors Observations:
Responses of the Directors to the comments of the Auditors in their
report on financial Statements are as follows:
(a) Regarding IJM-Gayatri Joint Venture losses not considered, as
already clarified in Note No.9(a) of Schedule 18 (Notes to Accounts)
the management is of the firm opinion that the excess expenditure is
expected to flow back through future cash flows on settlement of the
claims by the employer. There is substantial progress in the
proceedings in the arbitration and the management is reasonably
confident of recovery of these claims. During the year under review in
the matter of dispute out of the work of the ÃWarangal-Khammam- Tallada
Road workÃ, the committee of Arbitrators has awarded a claim of
Rs.12.42 Crores in favour of joint venture. In the unlikely situation
of not awarding the entire amount of claims, GPL has to provide an
amount of Rs.53.78 crores towards its share of 40% in the IJM-Gayatri
Joint Venture.
(b) Regarding the Gayatri-ECI Joint Venture losses not provided, the
management is of the view that the said losses can be set off from the
future profits of the project on full scale commencement. However due
to changed strategy of the company and over all improvement of the law
and order situation, the progress of the work has improved
substantially and the joint venture has posted a profit of Rs. 481.73
Lacs during the year 2009-10 and to that extent the accumulated losses
have been recovered. Since now the substantial portion of the project
work is started now, the losses incurred in the earlier years can be
recovered from these profits. Thus, the initial expenditure / losses
are expected to flow back through future profits. Hence, no provision
has been considered necessary for the Joint Venture losses.
PARTICULARS OF EMPLOYEES
The details required under section 217(2A) of the Companies Act, 1956
read the Companies (Particulars of Employees) Rules, 1975 are not
furnished as there are no employees who are covered under the above
section.
INDUSTRIAL RELATIONS
The Company enjoyed cordial relations with the employees during the
year under review and the Management appreciates the employees of all
cadres for their dedicated services to the Company, and expects
continued support, higher level of productivity for achieving the
targets set for the future.
ACKNOWLEDGEMENTS
The Board of Directors would like to place on record their appreciation
for the assistance and guidance extended by the Government at Centre
and in the States, Banks and Financial institutions. Your Directors
also place on record their sincere appreciation of the total commitment
and hard work put in by all the sub contractors, consultants, clients
and employees of the company.
For and on behalf of the Board
Place:Hyderabad T. INDIRA T. V. SANDEEP KUMAR REDDY
Date :9th August, 2010 Chairperson Managing Director