Home  »  Company  »  GPT Infraprojects  »  Quotes  »  Directors Report
Enter the first few characters of Company and click 'Go'

Directors Report of GPT Infraprojects Ltd.

Mar 31, 2015

Dear Members,

The Directors' are pleased to present the 35th Annual Report on our business and operations of the Company and the audited accounts for the financial year ended 31st March, 2015

Results of operations

Rs. in Lacs, except per share data (Rs. 1 Lac equals Rs. 100,000)

Particulars Standalone

2014-15 2013-14

Earnings before interest, Tax, depreciation 4,528.19 4,160.96 and Amortisation (EBIDTA)

Finance Cost 3,383.89 2,997.62

Depreciation & Amortisation 1,155.70 1,043.67

Profit / (Loss) before tax (PBT) (11.40) 119.67

Tax Expense / (Credits) 119.45 (147.60)

Profit after tax (PAT) 108.05 267.27

Minority Interest - -

Profit after tax and minority interest 108.05 267.27

Surplus in statement of profit and loss 5,594.33 5,475.59 brought forward

Excess provision of Dividend Tax written back - 21.62

Amount available for appropriation 5,702.38 5,764.48

Dividend - 145.43

Dividend tax - 24.72

Transitional provision of depreciation as per 13.91 note 7(b) of schedule II of Companies Act, 2013 as per note no 2(b) (net of deferred tax of Rs. 6.22 lacs)

Transfer to Capital Redemption Reserve - -

Surplus in statement of profit and loss 5,688.47 5,594.33 carried forward

Earnings Per Share :

Basic 0.75 1.86

Diluted 0.75 1.86



Particulars Consolidated

2014-15 2013-14

Earnings before interest, Tax, depreciation 6,116.08 6,079.25 and Amortisation (EBIDTA)

Finance Cost 3,554.76 3,289.21

Depreciation & Amortisation 1,976.25 2,015.77

Profit / (Loss) before tax (PBT) 585.07 774.27

Tax Expense / (Credits) 169.05 143.36

Profit after tax (PAT) 416.02 630.91

Minority Interest 6.11 127.03

Profit after tax and minority interest 409.91 503.88

Surplus in statement of profit and loss 7,077.00 6,746.51 brought forward

Excess provision of Dividend Tax written back - 21.62

Amount available for appropriation 7,486.91 7,272.01

Dividend - 145.43

Dividend tax - 24.72

Transitional provision of depreciation as per 13.91 note 7(b) of schedule II of Companies Act, 2013 as per note no 2(b) (net of deferred tax of Rs. 6.22 lacs)

Transfer to Capital Redemption Reserve - 24.86

Surplus in statement of profit and loss 7,473.00 7,077.00 carried forward

Earnings Per Share :

Basic 2.86 3.51

Diluted 2.86 3.51

Business Results

For the year 2014-15, the total revenue of the Company stands at Rs. 25,027 Lacs and Rs. 39,201 Lacs in comparison with the previous year amounting to Rs. 32,796 Lacs and Rs. 45,504 Lacs for standalone and consolidated respectively.

EBIDTA for the year under review is Rs. 4,528 Lacs and Rs. 6,116 Lacs in comparison with the previous year amounting to Rs. 4,161 Lacs and Rs. 6,079 Lacs for standalone and consolidated respectively.

PAT for the year under review is Rs. 108 Lacs and Rs. 416 Lacs in comparison with the previous year amounting to Rs. 267 Lacs and Rs. 631 Lacs for standalone and consolidated respectively.

Concrete Sleeper Business

During 2014-15, this business recorded a total income of Rs. 2,857 Lacs and Rs. 9,120 Lacs in comparison with the previous year amounting to Rs. 6,113 Lacs and Rs. 12,642 Lacs for standalone and consolidated respectively.

The production in the manufacturing facilities set up in Tsumeb, Namibia for manufacture and supply of concrete sleepers in joint venture with Transnamib Holdings Limited, Namibia (A Government of Namibia undertaking) namely GPT Transnamib Concrete Sleepers (Pty.) Limited has recorded a turnover of N$ 57,792,091 (Rs. 2,992.42 Lacs) and net profit after tax N$ 8,566,623 (Rs. 473.81 Lacs). The capacity of the said manufacturing facility in Namibia is being increased from 1,25,000 nos of sleepers to 1,75,000 nos per annum. The production in the expended capacity is expected to be commenced in August'15.

The manufacture and supply of concrete sleeper at the Company's South African subsidiary namely GPT Concrete Products (South Africa) Proprietary Limited is smoothly going on and the said subsidiary has recorded a turnover of ZAR 91,997,960 (Rs. 5,088.35 Lacs) and a PAT of ZAR 2,271,820 (Rs. 117.63 Lacs). The capacity of the said manufacturing facility in South Africa has been increased from 2,50,000 nos of sleepers to 5,00,000 nos per annum. The production in the expended capacity has commenced in the month of April'15.

Infrastructure Business

During 2014-15, this division contributed an income of Rs. 20,542 Lacs against that of Rs. 24,511 Lacs in the previous year. This business segment currently has order book under execution of Rs. 1574 Crore approximately.

Dividend

Due to inadequacy of profit, your Board of Directors has not recommended any dividend for the year ended 31st March 2015.

Reserves

It is not proposed by the Board of Directors of your Company to transfer any amount to Reserves for the year ended 31st March 2015.

Credit Rating

The long term credit facilities continues to be rated by Credit Analysis & Research Ltd. (CARE) and the present rating of the Company as given by them is BBB-.

Consolidated Financial Statement

In accordance with the Companies Act, 2013 ("the Act") and Accounting Standard (AS) - 21 on Consolidated Financial Statements read with AS - 23 on Accounting for Investments in Associates and AS - 27 on Financial Reporting of Interests in Joint Ventures, the audited consolidated financial statement is provided in the Annual Report.

Subsidiaries, Joint Ventures and Associate Companies

During the year under review, none of the Company's subsidiaries, joint ventures or associate companies have become or ceased to be Company's subsidiaries, joint ventures or associate companies. A report on the performance and financial position of each of the subsidiaries, associates and joint venture companies as per the Companies Act, 2013 is provided as an Annexure to the consolidated financial statement and hence not repeated here for the sake of brevity.

The Policy for determining material subsidiaries as approved may be accessed on the Company's website at the link: http:// www.gptinfra.in/investors/corporate_policies.php

Directors' Responsibility Statement

Your Directors state that:

a) in the preparation of the annual accounts for the year ended March 31,2015, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31,2015 and of the profit of the Company for the year ended on that date;

c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the Directors have prepared the annual accounts on a 'going concern' basis;

e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

Corporate Governance

The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out by SEBI. The report on Corporate Governance as stipulated under the Listing Agreement forms an integral part of this Report. The requisite certificate from a Practicing Company Secretary confirming compliance with the conditions of corporate governance is attached to the report on Corporate Governance.

Business Risk Management

Pursuance to Clause 49 of the Listing Agreement, the Company is not required to constitute a Business Risk Management Committee. The Company has adopted Risk Assessment, Minimization and Control Procedures.

At present the Company has not identified any element of risk which may threaten the existence of the Company.

Contracts And Arrangements With Related Parties

In line with the requirements of the Companies Act, 2013 and Equity Listing Agreement, your Company has formulated a Policy on Related Party Transactions which is also available on Company's website at http://www.gptinfra.in/investors/ corporate_policies.php. The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and Related Parties. This Policy specifically deals with the review and approval of Material Related Party Transactions keeping in mind the potential or actual conflicts of interest that may arise because of entering into these transactions. All Related Party Transactions are placed before the Audit Committee for review and approval. Prior omnibus approval is obtained for Related Party Transactions on a quarterly basis for transactions which are of repetitive nature and / or entered in the Ordinary Course of Business and are at Arm's Length. All Related Party Transactions entered during the year were in Ordinary Course of the Business and on Arm's Length basis.

No Material Related Party Transactions, i.e. transactions exceeding ten percent of the annual consolidated turnover as per the last audited financial statements were entered during the year by your Company. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3) (h) of the Companies Act, 2013 in Form AOC 2 is not applicable.

Corporate Social Responsibility (CSR)

The Corporate Social Responsibility has formulated and recommended to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, which has been approved by the Board. The CSR Policy may be accessed on the Company's website at the link:http://www.gptinfra.in/investors/ corporate_policies.php

The Annual Report on CSR activities is annexed herewith marked as Annexure-1

Risk Management

The provisions of clause 49(VII)(C) of the Listing Agreement in respect of forming of Risk Management Committee is not applicable for the Company. The Company has however laid down procedures to inform Board members about the risk assessment and minimization procedures. The Company's management systems, organizational structures, processes, standards, code of conduct, Internal Control and Internal Audit methodologies and processes that governs how the Company conducts the business of the Company and manages associated risks.

Internal Financial Controls

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operation were observed. The Board of Directors of your Company have adopted an Internal Financial Control Manual at its Board Meeting held on 29th May 2014.

Directors and Key Managerial Personnel

In accordance with the provisions of the Act and the Articles of Association of the Company, Sri D. FI Tantia, Chairman of the Company, retire by rotation at the ensuing Annual General Meeting and being eligible have offered himself for re appointment. Sri H. S. Sinha, Independent Director of the Company passed away on 28th September 2014. The Board places on record its deep appreciation for the valuable contribution made by him during his tenure as Director of the Company. Sri S. J. Deb, was appointed as an Independent Director to fill up casual vacancy caused by the said demise of Sri H. S. Sinha, for a tenure up to the ensuing Annual General Meeting. The Company has received a notice from a shareholder under section 160 of the Companies Act, 2013 nominating Sri S. J. Deb to be appointed as Independent Director of the Company in the ensuing meeting for a period of five years. During the year under review, the members approved the re-appointments of Sri V.N. Furohit, Dr. N. N. Som, Sri Sunil Fatwari and Smt. Mamta Binani as Independent Directors who are not liable to retire by rotation. During the year under review, Sri Raghunath Mishra, the erstwhile Company Secretary of the Company resigned from the service of the Company w.e.f. 14th November 2014 and in his place Sri Soubhagya Farida was appointed as the Company Secretary of the Company w.e.f. 15th November 2014.

Declaration by Independent Directors

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Act and Clause 49 of the Listing Agreement with the Stock Exchanges.

Board Evaluation and Remuneration Policy

The Company has devised a Policy for performance evaluation of Independent Directors, Board, Committees and other individual Directors which includes criteria for performance evaluation of the non-executive directors and executive directors. On the basis of Policy approved by the Board of Directors for performance evaluation of Independent Directors, Board, Committees and other individual Directors, a process of evaluation was followed by the Board for its own performance and that of its Committees and individual Directors. The details of programmes for familiarisation of Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company and related matters are put up on the website of the Company at the link: http:// www.gptinfra.in/investors/corporate_policies.php.

The Nomination and Remuneration Policy of the Company is attached herewith marked as Annexure -II.

Ratio of Remuneration of Executive Directors to the median remuneration of the employees of the Company as on 31st March 2015:

The Ratio of remuneration of Executive Directors to the median remuneration of employees of the Company is given below:

Name of the Director Remuneration Median Remuneration Ratio (Remu per per neration of annum (Amount annum (Amount Director in RS.) in RS.) to Median Remunerat ion)

Sri Shree Gopal 60,00,000 84,000 500:7 Tantia

Sri Atul Tantia 30,60,000 84,000 255:7

Sri Vaibhav Tantia 30,60,000 84,000 255:7

Since there is no increase in the remuneration of any Executive Director, Chief Financial officer and Company Secretary during the financial year 2014-15, no comparison with increase of median remuneration of employees is applicable as required vide rule 5 (1) (ii) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014-

Employees' Stock Option Scheme

The Company had introduced an Employee Stock Option Plan (ESOP) in the name and style of "GPT Employee Stock Option Plan-2009 (ESOP) in the year 2009. On the basis of such scheme, 2,00,000 equity shares of the Company were allotted to an Employees' Welfare Trust namely: GPT Employees' Welfare Trust on 2nd January 2010.

Thereafter the Nomination and Remuneration Committee in its meeting held on 29th May 2014 approved the proposal for grant of options under the aforesaid scheme to the eligible employees of the Company for the said 2,00,000 shares. The scheme was open for acceptance by the grantees / eligible employees from 29th May 2014 to 28th October 2014. During this period, none of the grantees / eligible employees accepted the grant. Under the said circumstances, the Board, as recommended by the Nomination and Remuneration Committee, in their meeting held on 12th February, 2015 dissolved the said ESOP Scheme.

Human Resources

Your Company treats its "Human Resources" as one of its most important assets. Your Company continuously invest in attraction, retention and development of talent on an ongoing basis. Your Company believes in the promotion of talent internally through job rotation and job enlargement.

Listing With Stock Exchanges

Your Company is presently listed with Bombay Stock Exchange Limited (BSE) and Calcutta Stock Exchange Limited (CSE). The details of trading, listing fees etc. are given in the Corporate Governance Report.

Auditors and Auditors' Report

Statutory Auditors

M/s. S. R. Batliboi & Co LLP Chartered Accountants, Statutory Auditors of the Company were appointed in the last Annual General Meeting for a period of five years from conclusion of last Annual General Meeting till the conclusion of the next 5th Annual General Meeting subject to ratification of their appointment by the members at every subsequent Annual General Meeting. They have confirmed their eligibility to the effect that their re-appointment, if made, would be within the prescribed limits under the Act and that they are not disqualified for re-appointment.

The Notes on financial statement referred to in the Auditors' Report are self-explanatory and do not call for any further comments.

With regard to the qualification by the Auditors in their Audit Report on the standalone financial statement for outstanding unbilled revenue, accrued price escalations and trade receivables on certain significantly completed construction and supply of contracts, the management of the Company is confident that the outstanding amount is fully recoverable and delays in realization is mainly due to paucity of funds with the customers.

Cost Auditors

The Board had appointed M/s. S.K. Sahu & Associates, Cost Accountants, as Cost Auditors for conducting the audit of cost records of the Company for the financial year 2014 - 15 and necessary application for their appointment was filed by the Company with the Ministry of Corporate Affairs within due date. The said Auditors would be conducting the audit of Cost records for the year ended 31st March 2015 and submit their report in due course.

Secretarial Auditor

The Board has appointed M/s. J. Patnaik & Associates, Company Secretary in Practice, to conduct Secretarial Audit for the financial year 2014 - 15. The Secretarial Audit Report for the financial year ended on March 31, 2015 is annexed herewith marked as Annexure-III to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

Disclosures:

Audit Committee

The Audit Committee comprises namely of Sri V. N. Purohit, Independent Director (Chairman), Smt Mamta Binani, Independent Director, Dr N. N. Som, Independent Director and Sri Kunal Kumthekar Nominee Director as other members. All the recommendations made by the Audit Committee were accepted by the Board.

Vigil Mechanism

The Vigil Mechanism of the Company also incorporates a whistle blower policy in terms of the Listing Agreement. Protected disclosures can be made by a whistle blower through an e-mail, or a letter to the Chairman of the Audit Committee. The Policy on vigil mechanism and whistle blower policy may be accessed on the Company's website at the link: http://www. gptinfra.in/investors/corporate_policies.php

Meetings of the Board

Four meetings of the Board of Directors were held during the year. For further details, please refer report on Corporate Governance of this Annual Report.

Particulars of Loans given, Investments made, Guarantees given and Securities provided

Particulars of loans given, investments made, guarantees given and securities provided along with the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient are provided in the standalone financial statement (Please refer to Note 12 and 13 to the standalone financial statement).

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under the Act, are provided in Annexure -IV to this Report.

Extract of Annual Return

Extract of Annual Return of the Company is annexed herewith as Annexure -V to this Report.

Particulars of Employees and related disclosures

None of the Managerial Personnel of the Company are drawing remuneration in excess of the limits set out in Section 197(12) of the Act read with Rules 5(2) and 5 (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Unpaid/Unclaimed Dividend

As on 31st March, 2015, the Company is having a sum of Rs. 1,887.25 (Previous Year Rs. 2,473.75) as unpaid /unclaimed dividend lying in its Unpaid Dividend Account with Banks. During the year under review no amount which remained unclaimed and unpaid for a period of seven years, is due for transfer to Investor's Education and Protection Fund.

General

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

1. Details relating to deposits covered under Chapter V of the Act.

2. Issue of equity shares with differential rights as to dividend, voting or otherwise.

3. Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

4. Neither the Managing Director nor the Whole-time Directors of the Company received any remuneration or commission from any of its subsidiaries.

5. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future. Your Directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Acknowledgement

Your Directors would like to express their sincere appreciation for the assistance and co-operation received from the financial institutions, banks, Government authorities, customers, vendors and members during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services by the Company's executives, staff and workers.

For and on behalf of the Board of Directors

D. P Tantia Registered Office: Chairman

GPT Centre, JC-25, Sector-III, Salt Lake, Kolkata - 700 098, India May 26, 2015


Mar 31, 2014

Dear members,

The Directors'' are pleased to present the 34th Annual Report on our business and operations of the Company and the audited accounts for the financial year ended 31st March, 2014.

Particulars Standalone 2013-14 2012-13

Earnings before interest, tax, depreciation 4,160.96 4,620.55 and amortisation (EBIDTA)

Finance cost 2,997.62 2,717.50

Depreciation & amortisation 1,043.67 927.73

Profit before tax (PBT) 119.67 975.32

Tax expense (147.60) 42.62

Profit after tax (PAT) 267.27 932.70

Minority interest - -

Profit after tax and minority interest 267.27 932.70

Profit and loss account balance brought forward 5,475.59 4,763.04

Excess provision of dividend tax written back 21.62 -

Amount available for appropriation 5,764.48 5,695.74

Dividend 145.43 145.43

Dividend tax 24.72 24.72

Amount transferred to general reserve Nil 50.00

Transfer to capital redemption reserve - -

Balance in profit and loss account 5,594.33 5,475.59

Earnings per share :

Basic 1.86 3.69

Diluted 1.86 6.50

Particulars Consolidated

Earnings before interest, tax, depreciation and amortisation (EBIDTA)

Finance cost

Depreciation & amortisation

Profit before tax (PBT)

Tax expense

Profit after tax (PAT)

Minority interest

Profit after tax and minority interest

Profit and loss account balance brought forward

Excess provision of dividend tax written back

Amount available for appropriation

Dividend

Dividend tax

Amount transferred to general reserve

Transfer to capital redemption reserve

Balance in profit and loss account

Earnings per share :

Basic

Diluted

Business Results

For the year 2013-14, the total revenue of the Company stands at Rs. 32,796 Lacs and Rs. 45,504 Lacs in comparison with the previous year amounting to Rs. 33,765 Lacs and Rs. 48,534 Lacs for standalone and consolidated respectively.

EBIDTA for the year under review is Rs. 4,161 Lacs and Rs. 6,079 Lacs in comparison with the previous year amounting to Rs. 4,621 Lacs and Rs. 6,874 Lacs for standalone and consolidated respectively.

PAT for the year under review is Rs. 267 Lacs and Rs. 631 Lacs in comparison with the previous year amounting to Rs. 933 Lacs and Rs. 1,441 Lacs for standalone and consolidated respectively.

Concrete Sleeper business

During 2013-14, this business recorded a total income of Rs. 6,113 Lacs and Rs. 12,642 Lacs in comparison with the previous year amounting to Rs. 5,361 Lacs and Rs. 12,714 Lacs for standalone and consolidated respectively.

The production in the manufacturing facilities set up in Tsumeb, Namibia for the manufacture and supply of concrete sleepers in joint venture with TransNamib Holdings Limited, Namibia (A Government of Namibia undertaking) namely GPT TransNamib Concrete Sleepers (Pty) Limited has recorded a turnover of N$ 48,817,925 (Rs. 2,915.81 Lacs) and net profit after tax N$. 5,604,536 (Rs. 334.75 Lacs).

The manufacture and supply of concrete sleeper at the Company''s South African subsidiary namely GPT Concrete Products (South Africa) Pty Limited is smoothly going on and the said subsidiary has recorded a turnover of ZAR 91,243,804 (Rs. 5,449.83 Lacs) and a PAT of ZAR 8,280,600 (Rs. 494.58 Lacs).

Infrastructure business

During 2013-14, this division contributed an income of Rs. 24,511 Lacs against that of Rs. 27,375 Lacs in the previous year. This business segment currently has order book under execution of Rs. 1,668 crore approximately.

Dividend

The Board of Directors are pleased to recommend a dividend of Rs. 1.00 per equity share (i.e. @10% on par value of Rs. 10 each) aggregating to Rs. 145.43 Lacs (excluding dividend tax of Rs. 24.72 Lacs) on existing 14,543,000 nos. Ordinary shares of Rs. 10 each of the Company as on 31st March, 2014, subject to the approval of shareholders in the ensuing Annual General Meeting (AGM) of the Company.

Credit Rating of Debt Instrument

The long term credit facilities continues to be rated by Credit Analysis & Research Ltd. (CARE) as BBB.

Corporate Social Responsibility(CSR)

A sum of Rs. 20.00 Lacs contributed during the year under review to a charitable trust for various social upgradation programmes.

Management''s Discussion and Analysis

Management''s Discussion and Analysis Report for the year under review as stipulated under clause 49 of the Listing Agreement with stock exchanges, is presented in a separate section forming part of the Annual Report.

Directors

As per the provisions of the Companies Act, 2013, Sri Atul Tantia, Director of the Company will retire at the ensuing Annual General Meeting (AGM) by rotation and, being eligible, offer himself for re-appointment.

As per the provisions of Section 149(10) & (11) of the Companies Act, 2013 and amended clause 49 of the Listing Agreement, the Board of Directors of the Company has recommended the appointment of Mrs. Mamta Binani, Director, Sri Sunil Patwari, Director of the Company as well as re- appointment of Sri Himangsu Sekhar Sinha, Director, Sri Viswa Nath Purohit, Director and Dr. Nitindra Nath Som, as Independent Directors of the Company for a period of five (5) consecutive years effective from the date of ensuing AGM, for approval of the Members at the ensuing AGM of the Company.

Subsidiary companies

Statement pursuant to Section 212 of the Companies Act, 1956 relating to Subsidiary companies:-

Name of subsidiary : GPT Concrete GPT Investments Products South Private Limited, Africa (Pty.) Limited, Mauritius South Africa

Financial year ending of 31st March 31st March the subsidiary 2014 2014

No. of equity shares held 27,000, 2,125,000, with its face value PY 27,000 PY 2,125,000 Equity shares of Equity shares of ZAR 1 each USD 1 each

Extent of Holding 54%, 100%, PY 54% PY 100%

Profit/(loss) so far as 267.08 lacs, 76.34 lacs, it concern the members of PY Rs. 154.54 lacs PY (Rs. 59.02 lacs) the holding company and not dealt with in the holding company''s accounts

Profit/(Loss) so far as it Nil Nil concern the members of the PY Nil PY Nil holding company and dealt with in the holding company''s accounts

Name of subsidiary Jgbani Highway GPT Marecom Private Limited Private Limited Financial year ending of 31st March 31st March the subsidiary 2014 2014

No. of equity shares held 3300,000 485920 with its face value PY 3300,000 PY 485920 Equity Shares of Equity Shares of Rs 10 each Rs 10 each

Extent of Holding 73.33% 100% PY 33% PY 100%

Profit/(loss) so far as it 0.90 lacs 14.24 lacs concerns the members ofthe PY 0.37 lacs PY 24.51 lacs holding company and not dealt with in the holding company''s accounts

Profit/(Loss) so far as it NIL NIL concerns the members ofthe PY NIL PY NIL holding company and dealt with in the holding company''s accounts

Note:

1) The Company undertakes that the annual accounts of the above-stated subsidiary companies and the related detailed information are available to the shareholders of the Company and its subsidiary companies as and when they seek such information at any point of time.

2) The annual accounts of the above-stated subsidiary companies are also available for inspection by shareholders in the head office/registered office of the Company and of the subsidiary companies concerned.

Human resources

During the year under review, there was a renewed thrust on attracting, developing and retaining talent. To improve the competence of employees, organizational effectiveness and productivity, a number of need-based training and development programmes are being organized. Human relations continue to be cordial.

Your Directors wish to place on record their appreciation of all employees for their valuable contribution.

Corporate Governance

The Company is committed to maintain the highest standards of Corporate Governance. The report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report.

The requisite certificate from the Auditors of the Company, M/s. SRBC & CO. LLP, Chartered Accountants, confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid Clause 49 is attached to this Report.

Fixed Deposit

Your Company is not inviting or accepting any deposits from the public/ shareholders.

Conservation of energy, technology absorption and foreign exchange earnings and outgo

The additional information required under the provision of Section 217(1) (e) of the Companies Act, 1956, read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1998, and forming part of the Report, is also annexed hereto.

Particulars of Employees

The name and other Particulars of Employees whose salary exceed the limits as prescribed under Section 217(2A) of the Companies Act, 1956, read with the Companies (particulars of Employees) Rules, 1975, are given below:

Name : Mr. Shree Gopal Tantia Age : 49 years Qualification : B. Com Graduate Date of Employment : 13th August, 2007 Designation/Nature : Managing Director of duties Remuneration received : 4,500 gross (Rs. in ''000) Experience : 31 years Last employment : Managing Director, GPT Infrastructures Private Limited

Notes:

a) Remuneration received includes salary, Rs. 45.00 Lacs

b) Nature of employment is contractual. Other terms and conditions are as per the Board resolution and as per the Company rules.

c) Mr. Shree Gopal Tantia holds 1,368,022 shares in the Company which is about 9.41% of the Company''s total equity shares.

Auditors and Auditor''s Report

M/s. SRBC & Co. LLP, Chartered Accountants, Auditors of the Company, retire at the conclusion of the ensuing AGM of the Company but do not offer themselves for re-appointment. The Company has received a requisition to appoint M/s. S.R. Batliboi & Co. LLP, Chartered Accountants, Firm Registration No. 301003E, as the Statutory Auditors of the Company. Consequently a consent letter and certificate from M/s. S.R. Batliboi & Co. LLP, Chartered Accountants, Kolkata, stating that their appointment, if made, will be in accordance with the provisions contained in the Companies Act, 2013 read with Companies (Audit and Auditors) Rules, 2014, has also been received. The Audit Committee of the Board at its meeting held on 29th May,2014 has recommended the appointment of M/s. S.R. Batliboi & Co. LLP, Chartered Accountants, Kolkata, as Statutory Auditors of the Company for a period of 5 years effective from the conclusion of the ensuing Annual General Meeting (AGM) subject to ratification of appointment at every subsequent AGM of the Company as required under section 139 (1) of the Companies Act, 2013. Your directors also recommend their appointment at the ensuing AGM of the Company.

As regards observations contained in the Auditors'' Report, the respective notes to the accounts are self-explanatory and, therefore, do not call for further comments.

Unpaid/Unclaimed Dividend

As on 31st March, 2014, the Company is having a sum of Rs. 2,473.75 as unpaid/unclaimed dividend lying in its Unpaid Dividend Account. During the year under review no amount which remained unclaimed and unpaid for a period of seven years, is due for transfer to Investor''s Education and Protection Fund.

Consolidated Financial Statements

In accordance with the requirements under clause 32 of the Listing Agreement of Stock Exchanges, Your Company prepared the consolidated financial statements in accordance with the Accounting Standard 21 issued by The Institute of Chartered Accountants of India. The consolidated financial statements form a part of the Annual Report.

Directors'' responsibility statement

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to the Directors'' responsibility statement, it is hereby confirmed:

a. That in preparation of the annual accounts, the applicable accounting standards read with requirements set out under

Schedule VI of the Companies Act,1956, have been followed along with a proper explanation relating to the material departures, if any;

b. That the Directors have selected such accounting policies and applied them consistently, made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the Company''s state of affairs as at 31st March, 2014 and of the Profit and Loss Account of the Company for the year ended on that date;

c. That 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

d. That the Directors have prepared the annual accounts on going concern basis.

Acknowledgements

Your Directors acknowledge with gratitude the co-operation and assistance received from various government departments and from banks, financial institutions, vendors, customers and investors.

For and on behalf of the Board,

D. P. Tantia Chairman

Registered office: GPT Centre, JC-25, Sector-III, Salt Lake, Kolkata 700 098, India

Dated: 29th May, 2014


Mar 31, 2013

Dear Members,

The are pleased to present the 33rd Annual Report on business and operations of the Company and the audited accounts for the financial year ended 31 st March, 2013.

Results of operations

Tin lacs, except per share data (Rs.1 lac equals Rs.100,000)

Particulars Standalone Consolidated 2012-13 2011-12 2012-13 2011-12

Earnings before interest, tax, depreciation 4,807.34 4,567.06 7,064.27 6,721.22 and amortisation (EBIDTA)

Finance cost 2,904.29 2,285.48 3,223.38 2,599.43

Depreciation & amortisation 927.73 73457 1,925.76 1,538.19

Profit before tax (PBT) 975.32 1,547.01 1,913.13 2,583.60

Tax expense 4262 262.97 472.37 735.88

Profit after tax (PAT) 932.70 1,284.04 1,440.76 1,847.72

Minority interest 7448 272.67

Profit after tax and minority interest 932.70 1,284.04 1,366.28 1,575.05

Balance brought forward from previous year 4,763.04 3,807.53 5,659.37 4,412.85

Amount available for appropriation 5,695.74 5,091.57 7,025.66 5,987.90

Dividend 14543 218.14 14543 218.14

Dividend tax 2472 35.39 2472 35.39

Amount transferred to general reserve 50.00 75.00 50.00 75.00

Amount transferred to capital redemption reserve 58.99

Balance carried forward to next year 5,475.59 4,763.04 6,746.52 5,659.37

Earnings per share : Basic 650 9.07 9.53 11.13

Diluted 6.50 9.07 9.53 11.13

Business Results

For the year 2012-13, the total revenue of the Company stands at Rs. 33,968 lacs and Rs. 48,726 lacs in comparison with the previous year amounting to Rs. 31,757 lacs and Rs. 42,777 lacs for standalone and consolidated respectively.

EBIDTA for the year under review is Rs. 4,807 lacs and Rs. 7,064 lacs in comparison with the previous year amounting to Rs. 4,567 lacs and Rs. 6,721 lacs for standalone and consolidated respectively.

PAT for the year under review is Rs. 933 lacs and Rs. 1,441 lacs in comparison with the previous year amounting to Rs. 1,284 lacs and Rs. 1,848 lacs for standalone and consolidated respectively.

Concrete Sleeper business

During 2012-13, this business recorded a total income of Rs. 5,361 lacs and Rs. 12,714 lacs in comparison with the previous year amounting to Rs. 5,631 lacs and Rs. 11,093 lacs for standalone and consolidated respectively.

The production in the manufacturing facilities set up in Tsumeb, Namibia for the manufacture and supply of concrete sleepers in joint venture with TransNamib Holdings Limited, Namibia (A Government of Namibia undertaking) namely GPT TransNamib Concrete Sleepers (Pty.) Limited has recorded a turnover of N$ 57,833,439 (Rs. 3,711.18 lacs) and net profit after tax N$ 12,227,217 (Rs. 784.62 lacs).

The manufacture and supply of concrete sleeper at the Company''s South African subsidiary namely GPT Concrete Products South Africa (Pty.) Limited is smoothly going on and the said subsidiary has recorded a turnover of ZAR 93,226,072 (Rs. 5,980 lacs) and a PAT of ZAR 4,461,360 (Rs. 286.18 lacs).

Infrastructure business

During 2012-13, this division contributed an income of Rs. 27,375 lacs against that of Rs. 24,941 lacs in the previous year. This business segment currently has order book under execution of Rs. 1,760 crore approximately.

Wind power business

During 2012-13, the Company has disposed off its Wind Power Business situated at Irukkandurai, Radhapuram, Dist. Tirunelveli, Tamilnadu because of persistent lower generation and delay in getting payment from the Electricity Board. In the current year, this division contributed Rs. 118 lacs to the total income against that of Rs. 127 lacs in the previous year.

Dividend

The Board of Directors are pleased to recommend a dividend of Rs. 1.00 per equity share (i.e. @10% on par value of Rs. 10 each) aggregating to Rs. 145.43 lacs (excluding dividend tax of Rs. 24.72 lacs) on existing 14,543,000 nos Ordinary shares of Rs. 10 each of the Company as on 31st March 2013, subject to the approval of shareholders in the ensuing Annual General Meeting of the Company.

Share Capital

During the year under review, your Company has altered the Clause V of the Memorandum of Association of the Company by re-classifying/restructuring the Authorized share capital of the Company to Rs. 50,00,00,000 divided into 5,00,00,000 Equity Shares of Rs.10/- from Rs.50,00,00,000 divided into (a) 2,16,98,000 Equity Shares of Rs.10 each (b) 17,93,000 Compulsorily Convertible Preference Shares of Rs. 140 each and 2,00,000 Compulsorily Convertible Preference Shares of Rs. 160 each, as per the shareholders'' approval vide resolution passed through postal ballot on 28th December, 2012.

Award and recognition

Your Company has received the following awards/recognitions:

1. Status of Export House in accordance with the provisions of the Foreign Trade Policy, 2009-2014 recognised by Ministry of Commerce & Industry; and

2. Award for Star Performer of the Year 2010-11 by Engineering Export Promotion Council.

Credit Rating of Debt Instrument

The long term credit facilities continues to be rated by Credit Analysis & Research Ltd. (CARE) as BBB .

Corporate Social Responsibility(CSR)

The following CSR activities were undertaken by the Company during the year 2012-13:

A sum of Rs. 24 lacs contributed during the year under review to a charitable trust for various social upgradation programmes.

Management''s Discussion and Analysis

Management''s Discussion and Analysis Report for the year under review as stipulated under clause 49 of the Listing Agreement with stock exchanges, is presented in a separate section forming part of the Annual Report.

Directors

During 2012-13, Mr. Vaibhav Tantia and Mrs. Mamta Binani were appointed as Additional Directors of the Company in the Board of Directors meeting held on 13th August, 2012 to hold office till the ensuing Annual General Meeting (AGM) of the Company. Pursuant to Section 257 of the Companies Act, 1956, notices together with requisite deposits have been received from Members proposing their appointment as Directors of the Company at the ensuing AGM.

Mr. Vaibhav Tantia was also appointed as a Whole-time Director designated as Director & Chief Operating Officer of the Company at the said meeting with effect from 13th August, 2012. The proposal seeking approval of his appointment and remuneration is being placed before the Members at the ensuing AGM.

At the Board Meeting held on 13th August, 2012, Mr. Shree Gopal Tantia and Mr. Atul Tantia were re-appointed as Managing Director and Whole-time Director of the Company respectively, with effect from 13th August, 2012. The proposal seeking approval of their re-appointment and remuneration is being placed before the Members at the ensuing AGM.

Mr. Viswa Nath Purohit and Dr. Nitindra Nath Som, Directors of the Company will retire at the forthcoming Annual General Meeting by rotation and, being eligible, offer themselves for re- appointment.

Subsidiary companies

Statement pursuant to Section 212 of the Companies Act, 1956 relating to Subsidiary companies:-

Name of subsidiary GPT Concrete GPT Investments Jogbani Highway GPT Marecom

Products South Private Limited, Private Limited Private Limited

Africa (Pty.) Limited, Mauritius South Africa

Financial year ending of the 31st March 31st March 31st March 31st March

subsidiary 2013 2013 2013 2013

No. of equity shares held with its 27,000, 2,125,000, 3,300,000, 485,920,

face value PY 27,000 PY 2,125,000 PY 3,300,000 PY 485,920

Equity shares of Equity shares of Equity shares of Equity shares o

ZAR 1 each USD 1 each Rs. 10 each Rs. 10 each

Extent of Holding 54%, 100%, 73.33%, 100%,

PY 54% PY 100% PY 73.33% PY 100%

Profit/(loss) so far as it concerns Rs. 154.54 lacs, (Rs. 59.02 lacs), (Rs. 0.37 lacs), (Rs. 24.52 lacs),

the members of the holding PY Rs. 320.19 lacs PY (Rs. 99.51 lacs) PY (Rs. 1.24 lacs) PY (Rs. 14.44 lacs)

company and not dealt with in the holding company''s accounts

Profit/(Loss) so far as it concerns Nil, PY Nil Nil, PY Nil Nil, PY Nil Nil, (PY Nil)

the members of the holding company and dealt with in the holding company''s accounts

Note:

1) The Company undertakes that the annual accounts of the above stated subsidiary companies and the related detailed information are available to the shareholders of the Company and its subsidiary companies as they seek such information at any point of time.

2) The annual accounts of the above stated subsidiary companies are also available for inspection by shareholders in the registered office of the Company and of the subsidiary companies concerned.

Human resources

During the year under review, there was a renewed thrust on attracting, developing and retaining talent. To improve the competence of employees, organizational effectiveness and productivity, a number of need-based training and development programmes are being organized. Human relations continue to be cordial.

Your Directors wish to place on record appreciation of all employees for their valuable contribution.

Voluntary De-Listing of equity shares

During 2012-13, the equity shares of the Company have been delisted from the U.P. Stock Exchange Limited of Kanpur with effect from 27th July, 2012. Now 1,45,43,000 equity shares of Rs. 10/- each of the Company, are traded only in The BSE Limited (BSE) and The Calcutta Stock Exchange Limited (CSE).

Corporate Governance

The Company is committed to maintain the highest standards of Corporate Governance. The report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report.

The requisite certificate from the Auditors of the Company, M/s. SRBC & CO LLP, Chartered Accountants, confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid Clause 49 is attached to this Report.

Fixed Deposit

Your Company is not inviting or accepting any deposits from the public/ shareholders.

Conservation of energy, technology absorption and foreign exchange earnings and outgo

The additional information required under the provision of Section 217(1) (e) of the Companies Act, 1956, read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1998, and forming part of the Report, is also annexed hereto.

Particulars of Employees

The name and other Particulars of Employees whose salary exceed the limits as prescribed under Section 217(2A) of the

Companies Act, 1956, read with the Companies (particulars of Employees Rules, 1975, are given below:

Name :Mr. Shree Gopal Tantia

Age :47 years

Qualification : Graduate

Date of Employment : 13th August, 2007

Designation/Nature : Managing Director of duties

Remuneration received : Rs. 6,799 gross (Rs. in ‘000)

Experience : 30 years

Last employment : Managing Director,

GPT Infrastructures Private Limited

Notes:

a) Remuneration received includes salary, Rs. 6,000.

b) Nature of employment is contractual. Other terms and conditions are as per the Board resolution and as per the Company rules.

c) Mr. Shree Gopal Tantia holds 1,368,022 shares in the Company which is about 9.41% of the Company''s total equity shares.

Auditors and Auditor''s Report

M/s. SRBC & Co., Chartered Accountants, Auditors of the Company, has been converted into LLP and accordingly their name has been changed to SRBC & CO LLP, Chartered Accountants, effective from 1st April, 2013.

M/s. SRBC & CO LLP, Chartered Accountants (Formerly SRBC & Co.), Auditors of the Company, retire at the conclusion of the ensuing annual general meeting and being eligible, offer themselves for re-appointment. The Company has received a letter and certificate from M/s. SRBC & CO LLP, Chartered Accountants to the effect that their reappointment, if made, will be in accordance with the limits specified in Section 224(IB) of the Companies Act, 1956. The Audit Committee in its meeting held on 24th May, 2013 has also recommended the re- appointment of M/s. SRBC & CO LLP, Chartered Accountants, as Statutory Auditors of the Company for the financial year 2013-14. Your Directors also recommend their re-appointment at the ensuing annual general meeting of the Company.

As regards observations contained in the Auditors'' Report, the respective notes to the accounts are self-explanatory and, therefore, do not call for further comments.

Unpaid/Unclaimed Dividend

As on 31st March, 2013, the Company is having a sum of Rs. 1,187.75 as unpaid/unclaimed dividend lying in its Unpaid Dividend Account. During the year under review no amount which remained unclaimed and unpaid for a period of seven years, is due for transfer to Investor''s Education and Protection Fund.

Consolidated Financial Statements

In accordance with the requirements under clause 32 of the Listing Agreement of Stock Exchanges, Your Company prepared the consolidated financial statements in accordance with the Accounting Standard 21 issued by The Institute of Chartered Accountants of India. The consolidated financial statements form part of the Annual Report.

Directors'' responsibility statement

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to the Directors'' responsibility statement, it is hereby confirmed:

a. That in preparation of the annual accounts, the applicable accounting standards were followed along with a proper explanation relating to the material departures, if any;

b. That the Directors selected such accounting policies and applied them consistently, made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the Company''s state of affairs as at 31 st March, 2013 and of the Statement of Profit and Loss of the Company for the year ended on that date;

c. That the Directors took proper and sufficient care to maintain adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the Company''s assets and for preventing and detecting fraud and other irregularities; and

d. That the Directors prepared the annual accounts on going concern basis.

Acknowledgements

Your Directors acknowledge with gratitude the co-operation and assistance received from various agencies of the government, banks, financial institutions, financial companies, vendors, customers and investors.

For and on behalf of the Board,

Registered office:

GPT Centre, JC-25, D. P. Tantia

Sector-III, Salt Lake, Chairman

Kolkata 700 098, India

Dated: 24th May, 2013


Mar 31, 2012

The are delighted to present the 32nd Annual Report on our business and operations of the Company and the audited accounts for the financial year ended 31st March, 2012.

Results of operations

Rs in Lakhs, except per share data (Rs 1 Lakh equals Rs 100,000)

Particulars Standalone Consolidated

2011-12 2010-11 2011-12 2010-11 Earnings before interest, Tax, depreciation 4,567.06 4,426.98 6,721.22 5,946.66 and Amortisation (EBIDTA)

Finance Cost 2,285.48 1,656.57 2,599.43 2,066.44

Depreciation & Amortisation 734.57 593.29 1,538.19 1,197.45

Profit before tax (PBT) 1,547.01 2,177.12 2,583.60 2,682.77

Tax Expense 262.97 595.15 735.88 728.16

Profit after tax (PAT) 1,284.04 1,581.97 1,847.72 1,954.61

Minority Interest - - 272.67 95.71

Profit after tax and minority interest 1,284.04 1,581.97 1,575.05 1,858.90

Profit and loss account balance brought forward 3,807.53 2,485.58 4,412.85 2,813.97

Amount available for appropriation 5,091.57 4,067.55 5,987.90 4,672.87

Dividend 218.14 172.10 218.14 172.10

Dividend tax 35.39 27.92 35.39 27.92

Amount transferred to general reserve 75.00 60.00 75.00 60.00

Balance in profit and loss account 4,763.04 3,807.53 5,659.37 4,412.85 Earnings Per Share :

Basic 9.07 15.27 11.13 17.95

Diluted 9.07 14.78 11.13 17.37

Business Results

For the year 2011-12, the total stand-alone revenue of the Company stands at Rs 31,183.49 Lakhs in comparison with the previous year amounting to Rs 37,148.58 Lakhs.

EBIDTA for the year under review is Rs 4,567.06 Lakhs compared to Rs 4,426.98 Lakhs for the previous year.

PAT for the year under review is Rs 1,284.04 Lakhs compared with Rs 1581.97 Lakhs for the previous year.

Concrete Sleeper business

During 2011-12, this business recorded a total income of Rs 5,630.51 Lakhs as against Rs 5,876.90 Lakhs in the previous year.

The production in the manufacturing facilities set up in Tsumeb, Namibia for the manufacture and supply of concrete sleepers in joint venture with TransNamib Holdings Limited, Namibia (A Government of Namibia undertaking) has commenced during the year under review. The said Joint Venture Company namely GPT TransNamib Concrete Sleepers (Pty) Limited has recorded a turnover of N$ 28,050,000 (Rs 1,822.90 Lakhs) and net profit after tax N$1,394,753 (Rs 90.64 Lakhs).

The manufacture and supply of concrete sleeper at the Company's South African subsidiary namely GPT Concrete Products (South Africa) Pty Limited is smoothly going on and the said subsidiary has recorded a turnover of ZAR 74,056,974 (Rs 4,816.11 Lakhs) and a PAT of ZAR 9,117,554 (Rs 592.94 Lakhs).

Infrastructure business

During 2011-12, this division contributed an income of Rs 24,940.55 Lakhs against that of Rs 30,668.74 Lakhs in the previous year. This business segment currently has order book under execution of Rs 1400 crore approximately.

Wind power business

During the current year, this division contributed Rs 127.36 Lakhs to the total income against that of Rs 121.78 Lakhs in the previous year.

Dividend

The Board of Directors are pleased to recommend a dividend of Rs 1.50 per equity share (i.e. 15% on par value of Rs 10 each) aggregating to Rs 218.14 Lakhs (excluding dividend tax of
Share Capital

During the year under review, your Company allotted 775,000 Equity Shares of Rs 10/- each fully paid up at a premium of Rs 130/- per share upon conversion of 5,75,000 equity warrants of Rs 140/- each and 2,00,000 compulsorily convertible preference shares of Rs 140/- each as per the option for conversion exercised by the warrant holder as well as convertible preference share holders, respectively. Consequently, the paid-up equity share capital of the Company increased to Rs 145,430,000.

As on 31st March, 2012, neither the Company has any Preference Share Capital nor any outstanding Warrants, compulsorily convertible preference shares or other convertible instruments.

Credit Rating of Debt Instrument

The long term credit facilities continues to be rated by Credit Analysis & Research Ltd (CARE) as BBB .

Corporate Social Responsibility(CSR)

The following CSR activities were undertaken by the Company during the year 2011-12:

A sum of Rs 45.00 Lakhs contributed during the year under review to a charitable trust for various social upgradation programmes.

Management's Discussion and Analysis

Management's Discussion and Analysis Report for the year under review as stipulated under clause 49 of the Listing Agreement with stock exchanges, is presented in a separate section forming part of the Annual Report.

Directors

Mr. Dwarika Prasad Tantia and Mr. Shree Gopal Tantia, Directors of the Company will retire at the forthcoming Annual General Meeting by rotation and, being eligible, offer themselves for re-appointment.

Subsidiary companies

During 2011-12, your Company continues to hold 54% shareholding of a joint venture company namely GPT Concrete Products South Africa (Pty) Limited, co-promoted in South Africa with the object inter alia to manufacture and supply concrete sleepers in South Africa.

Your Company promoted another wholly-owned subsidiary namely GPT Investments Private Limited, incorporated on 27th March 2008 in Republic of Mauritius with the object mainly to part finance your Company's subsidiary in South Africa and other overseas projects.

Your Company also co-promoted a subsidiary company namely Jogbani Highway Private Limited, incorporated on 31st May,2010 as special purpose vehicle (SPV) for the purpose of executing a road project awarded by National Highway Authority of India on Design Built Finance Operate and Transfer (DBFOT) on annuity basis. Your Company holds 73.33% equity shares in the said subsidiary. The Company also acquired 250,000 nos. 12% Non-cumulative Redeemable Preference Shares of Rs 100/- each fully paid up of the said subsidiary through preferential allotment on private placement basis.

Your Company acquired Superfine Vanijya Pvt. Limited (Name changed to GPT Marecom Private Limited) as wholly-owned subsidiary for the purpose of establishing and running an export-oriented unit (EOU) for manufacture of PVC Revetment Concrete Mattress generally used for maritime protection works.

Statement pursuant to Section 212 of the Companies Act, 1956 relating to Subsidiary companies:-

Name of subsidiary GPT Concrete GPT Investments Products South Private Limited, Africa, (Pty) Mauritius Limited, South Africa

Financial year ending 31st March 2012 31st March 2012 of the subsidiary

No. of equity shares 27,000 2,125,000 held with its face (PY- 27,000) Equity (PY- 27,000) Equity value shares of ZAR 1 each shares of USD 1 each

Extent of Holding 54% (PY 54%) 100% (PY 100%)

Profit/(loss) so far as Rs 320.19 Lakhs (Rs 99.51 Lakhs) it concerns the (PY - Rs 119.77 (PY - Rs 242.94 members of the Lakhs) Lakhs) holding company and not dealt with in the holding company's accounts

Profit/(Loss) so far as Nil (PY Nil) Nil (PY Nil) it concerns the members of the holding company and dealt with in the holding company's accounts





Name of subsidiary Jogbani Highway GPT Marecom Private Private Limited

Financial year ending 31st March 2012 31st March 2012 of the subsidiary

No. of equity shares 3,300,000 485,920 held with its face (PY- 3,300,000) (PY-485,920) Equity value Equality shares shares of Rs 10/- of Rs 10/- each each

Extent of Holding 73.33%(PY-73.33%) 100% (PY 100%)

Profit/(loss) so far as Rs 1.24 Lakhs (Rs 14.44 Lakhs) it concerns the PY - NIL PY - Rs 4.56 Lakhs members of the holding company and not dealt with in the holding company's accounts

Profit/(Loss) so far as Nil (PY Nil) Nil (PY Nil) it concerns the members of the holding company and dealt with in the holding company's accounts

Note:

1) The Company undertakes that the annual accounts of the above-stated subsidiary companies and the related detailed information are available to the shareholders of the Company and its subsidiary companies as they seek such information at any point of time.

2) The annual accounts of the above-stated subsidiary companies are also available for inspection by shareholders in the head office/registered office of the Company and of the subsidiary companies concerned.

Human resources

During the year under review, there was a renewed thrust on attracting, developing and retaining talent. To improve the competence of employees, organisational effectiveness and productivity, a number of need-based training and development programmes are being organised. Human relations continue to be cordial.

Your Directors wish to place on record their appreciation of all employees for their valuable contribution.

Listing of equity shares

During 2011-12, the Company's equity shares were listed and traded with BSE Limited under direct listing route on and from 5th December, 2011. The Company's equity shares are also listed with the Calcutta Stock Exchange Ltd. (CSE) and the U.P. Stock Exchange Ltd. (UPSE). Both Calcutta stock exchange and UP Stock Exchange have issued their listing approval/trading approval to the Company in respect of allotment 775,000 Equity Shares of Rs 10/- each fully paid up at a premium of Rs 130/- per share upon conversion of 575,000 equity warrants of Rs 140/- each and 200,000 compulsorily- convertible preference shares of Rs 140/- each.

Corporate Governance

The Company is committed to maintain the highest standards of Corporate Governance. The report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report.

The requisite certificate from the Auditors of the Company, M/s. SRBC & Co., Chartered Accountants, confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid Clause 49 is attached to this Report.

Fixed Deposit

Your Company is not inviting or accepting any deposits from the public/ shareholders.

Conservation of energy, technology absorption and foreign exchange earnings and outgo

The additional information required under the provision of Section 217(1) (e) of the Companies Act, 1956, read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1998, and forming part of the Report, is also annexed hereto.

Particulars of Employees

The name and other Particulars of Employees whose salary exceed the limits as prescribed under Section 217(2A) of the Companies Act, 1956, read with the Companies (particulars of Employees) Rules, 1975, are given below:

Name : Mr. Shree Gopal Tantia

Age : 46 years

Qualification : Graduate

Date of Employment : 13th August, 2007

Designation/Nature of duties : Managing Director

Remuneration received gross (Rs in Rs 000) : 6,000

Experience : 28 years

Last employment : Managing Director, GPT Infrastructures Private Limited

Notes:

a) Remuneration received includes only salary.

b) Nature of employment is contractual. Other terms and conditions are as per the Board resolution and as per the Company rules.

c) Mr. Shree Gopal Tantia holds 1,368,022 shares in the Company which is about 9.41% of the Company's total equity shares.

Auditors and Auditor's Report

M/s. S.R. Batliboi & Co., Chartered Accountants, Auditors of the Company, has changed its name to SRBC & Co., Chartered Accountants, effective from 1st April,2012.

M/s. SRBC & Co., Chartered Accountants (Formerly S.R. Batliboi & Co.), Auditors of the Company, retire at the conclusion of the ensuing annual general meeting and being eligible, offer themselves for re-appointment. The Company has received a letter and certificate from M/s. SRBC & Co., Chartered Accountants to the effect that their reappointment, if made, will be in accordance with the limits specified in Section 224(1B) of the Companies Act, 1956. The Audit Committee in its meeting held on 26th May, 2012 has also recommended the re-appointment of M/s. SRBC & Co., Chartered Accountants, as Statutory Auditors of the Company. Your directors also recommend their re-appointment at the ensuing annual general meeting.

As regards observations contained in the Auditors' Report, the respective notes to the accounts are self-explanatory and, therefore, do not call for further comments.

Unpaid/Unclaimed Dividend

As on 31st March, 2012, the Company is having a sum of Rs 623.75 as unpaid/unclaimed dividend lying in its Unpaid Dividend Account, 2011. During the year under review no amount which remained unclaimed and unpaid for a period of seven years, is due for transfer to Investor's Education and Protection Fund.

Consolidated Financial Statements

In accordance with the requirements under clause 32 of the Listing Agreement of Stock Exchanges, Your Company prepared the consolidated financial statements in accordance with the Accounting Standard 21 issued by The Institute of Chartered Accountants of India. The consolidated financial statements form a part of the Annual Report.

Directors' responsibility statement

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to the Directors' responsibility statement, it is hereby confirmed:

a. That in preparation of the annual accounts, the applicable accounting standards were followed along with a proper explanation relating to the material departures, if any;

b. That the Directors selected such accounting policies and applied them consistently, made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the Company's state of affairs as at 31st March, 2012 and of the Profit and Loss Account of the Company for the year ended on that date;

c. That the Directors took proper and sufficient care to maintain adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the Company's assets and for preventing and detecting fraud and other irregularities;

d. That the Directors prepared the annual accounts on going concern basis.

Acknowledgements

Your Directors acknowledge with gratitude the co-operation and assistance received from various agencies of the government and from banks, financial institutions, financial companies, vendors, customers and investors.

Registered office: For and on behalf of the Board,

JC-25, Sector-III, Salt Lake,

Kolkata 700 098 D. P. Tantia

Dated: 26th May, 2012 Chairman


Mar 31, 2010

We are delighted to present the 30th Annual Report on our business and operations and the audited accounts for the financial year ended 31st March 2010

1. Results of Operations

Rs. in thousands, except per share data

2010 2009

Operating profit before interest and depreciation (EBITDA) 436,339 255,469

Interest 143,152 123,625

Depreciation 48,537 33,811

Operating profit before tax 244,650 98,033

Provision for taxation 88,129 15,395

Net profit after tax 156,521 82,638

Profit and loss account balance brought forward 139,179 73,665

Amount available for appropriation 295,700 156,303

Dividend

Interim 17,770 -

Final 7,650 12,500

Total dividend 25,420 12,500

Dividend tax 4,222 2,124

Amount transferred to general reserve 17,500 2,500

Balance in profit and loss account 248,558 139,179

EPS

Basic 15.07 11.56

Diluted 12.07 11.56

2. Business

Our total stand alone revenue increased to Rs. 3,072,968 thousand from Rs. 1,987,859 thousand in the previous year, at a growth rate of 55%.

Our EBITDA for the year under review is Rs. 436,339 thousand compared to Rs. 255,469 thousand for the previous year, up from 12.85% to 14.20% of the total income for the current year, an increase of 71% compared to the previous year.

Our PAT for the year ended 31st March 2010 is Rs. 156,521 thousand compared to Rs. 82,638 thousand for the year ended 31st March 2009, an increase of 89%.

3. Concrete Sleeper Business

During 2009-10, this business recorded a total income of Rs. 470,934 thousand as against Rs. 618,949 thousand, due to suspension of production at its works at Panagarh for about 62 days because of reasons attributable to major buyers.

This year we received an order from IRCON International Limited for supply of 143,000 sleepers for their project in Sri Lanka at an order valued at USD 5 Million, in a project funded by Export Import Bank of India under a Government of India Line of Credit to the Government of Sri Lanka.

The export order worth USD 12.62 million from Mozambique, a world bank-funded project, is under smooth execution which is likely to be completed in current year 2010-11, due to additional orders received from the buyer.

We are pleased to report that the plant at Ladysmith, KwaZulu Natal Province, South Africa to manufacture pre-stressed concrete sleepers against the order received from Transnet Freight Rail, a division of Transnet Limited, a company under the Ministry of Public Enterprise, Republic of South Africa undertaken during 2008-09 by your Company's overseas subsidiary namely; GPT Concrete Products South Africa (Pty) Limited, was successfully commissioned and commercial production commenced on and from 1st April 2009.

During the year ended 31st March 2010, a Memorandum of Agreement was entered into between the Company and The Government of the Republic of Namibia represented by Ministry of Works & Transport and TransNamib Holdings Limited, Namibia, under Public Private Partnership (PPP) model for the purpose of undertaking a project for setting-up a plant for manufacture and supply of concrete sleepers in Tsumeb, Namibia. This project shall have an estimated project cost of N$50 million approximately (equivalent to USD 6.60 million or Rs. 31 crore approximately).

4. Civil and core infrastructure business

During 2009-10, this division contributed towards a record total income of Rs. 2,607,002 thousand against that of Rs. 1,359,024 thousand for the previous year, a growth of 92%. This business currently has order under execution of Rs.1,148 crore as on 31st March 2010.

We are pleased to inform that the Company in joint venture with another construction company have received an order from National Highways Authority of India (NHAI) for construction of major bridges and road under the Build Operate and Transfer (BOT) on Annuity basis.

5. Wind power business

During the current year, this division contributed Rs. 14,458 thousand to the total income against that of Rs. 12,820 thousand in the previous year, indicating an increase of 13% over the last year.

6. Dividend

Your directors have declared an interim dividend of Rs. 1.25 per equity share of Rs. 10 each aggregating to Rs. 12,750 thousand (excluding Dividend tax Rs. 2,118 thousand) and Rs. 2.80 per Compulsorily Convertible Preference Shares of Rs. 140 (CCPS) aggregating to Rs. 5,020 thousand (excluding Dividend tax Rs. 833 thousand). The Board of Directors are pleased to recommend an additional final dividend of Rs. 0.75 per equity share of Rs. 10 each aggregating to Rs. 7,650 (excluding Dividend tax Rs. 1,271 thousand).

7. Share capital

In the Extra-Ordinary General Meeting of the Company held on 24th December 2009, the Company's Authorised Share Capital increased to Rs. 40,00,00,000 divided into 148,98,000 equity shares of Rs. 10 each ranking pari-passu with the existing share capital and 17,93,000 compulsorily convertible preference shares of Rs. 140 each.

During 2009-10, your Company allotted 2,00,000 equity shares of Rs. 10 each at a premium of Rs. 90 per share to GPT Employees Welfare Trust under ESOP scheme.

Preferential allotment of equity warrant

During 2009-10, with the approval of the shareholders, the Board of Directors of the Company at the meeting held on 6th January 2010 allotted 11,75,000 convertible equity warrants at a price of Rs. 140 each on preferential basis. Each equity warrant carries a right to convert into one equity share of Rs. 10 at a premium of Rs. 130 per share, over a period of 18 months from the date of allotment.

Preferential allotment of compulsorily convertible preference share (CCPS)

During 2009-10, with the approval of the shareholders, the Board of Directors of the Company at the meeting held on 6th January 2010 allotted 17,93,000 compulsorily convertible preference shares (CCPS) at a price of Rs. 140 each on preferential basis to a private equity investor. Each CCPS carries a right to convert into one equity share of Rs. 10 at a premium of Rs. 130 per share, over a period of 18 months from the date of allotment.

The above issue was raised for the purposes of long term working capital of the Company and has accordingly been utilised as such.

8. Employees Stock Option Scheme

With a view to enable its employees to participate in the future growth and success, the Company introduced Employee Stock Option Scheme-2009 ("ESOP Scheme") in the Financial Year 2009-2010. With the approval of shareholders, the Board of Directors of the Company at its meeting held on 2nd January 2010, allotted 2,00,000 equity shares of Rs. 10 each at a premium of Rs. 90 per share to GPT Employees Welfare Trust for the purpose of issuing shares to the eligible persons under the ESOP Scheme.

As approved by the members at their meeting held on 24th December 2009, the Employees Stock Option Scheme was introduced by the Company with broad parameters with a direction to the Board to frame the detailed Scheme. However, pending finalization of detailed scheme, no options have been granted to the Employees by the Compensation Committee of the Board.

The disclosures as stipulated in accordance with the SEBI Employee Stock Option Scheme and Employee Stock Purchase Scheme Guidelines 1999 as at 31st March 2010 are as under:-

Date of Board Approval : 30.11.2009

Date of Shareholder's Approval : 24.12.2009

Number of Options to be granted : 200,000

Vesting Period : 1 - 5 years

Exercise Period : 5 years from vesting period

However, the other details are not applicable pending grant of options. The broad scheme as approved by the members in their Extra Ordinary General Meeting (EGM) held on 24th December 2009 is annexed hereto.

9. Credit rating of debt instrument

During 2009-2010, the Company obtained the domestic credit ratings of BBB from Credit Analysis & Research Ltd (CARE) for the long term credit facilities.

10. Management's Discussion and Analysis

Management's Discussion and Analysis Report for the year under review as stipulated under clause 49 of the Listing Agreement with the Stock Exchanges, is presented in a separate section forming part of the Annual Report.

11. Directors

Mr. Vishwa Nath Purohit and Dr. Nitindra Nath Som, Directors of the Company will retire at the forthcoming Annual General Meeting by rotation and, being eligible, offer themselves for re- appointment.

During 2009-10, Mr. Kunal Kumthekar, the nominee of Nine Rivers Capital Limited, Mauritius, was appointed as an Additional Director of the Company in the Board of Directors meeting held on 6th January 2010 and as such hold office up to the date of ensuing Annual General Meeting of the Company. The Company received requisite notice in writing from a member proposing the candidature of Mr. Kumthekar to the office of a Director.

12. Subsidiary Companies

During 2009-10, your Company continues to hold 54% shareholding of a joint venture company namely GPT Concrete Products South Africa (Pty) Limited, co-promoted in South Africa with the object inter alia to manufacture and supply concrete sleepers. As reported earlier, the commercial production of the unit set up by the said subsidiary commenced on and with effect from 1st April 2009.

Your Company promoted another wholly-owned subsidiary namely GPT Investments Private Limited, incorporated on 27th March 2008 in Republic of Mauritius with the object mainly to part finance your Company's subsidiary in South Africa and other overseas projects.

The audited accounts as at and for the period ended 31st March 2010 of both the said subsidiaries are annexed to the Annual Report of your Company.

Statement pursuant to Section 212 of the Companies Act, 1956 relating to Subsidiary Companies:-

Name of Subsidiary GPT Concrete Products South GPT Investments Private Limited, Africa (Pty) Limited, South Africa Mauritius

Financial Year ending of the Subsidiary 31st March 2010 31st March 2010

No. of Equity Shares held with its face value 27,000 (PY 27,000) Equity Shares 2,125,000 (PY 2,125,000) Equity of ZAR 1 each Shares of USD 1 each

Extent of Holding 54% (PY 54%) 100% (PY 100%)

Profit / (Loss) so far as it concerns the members Rs. 7,827 thousand (PY Loss of Rs. 25,606 thousand of the holding company and not dealt with Rs. 4,032 thousand) (PY Rs. 6,652 thousand) in the holding company's accounts

Profit / (Loss) so far as it concerns the members Nil (PY Nil) Nil (PY Nil) of the holding company and not dealt with in the holding company's accounts

13. Human resources

During the year under review, there was a renewed thrust on attracting, developing and retaining talent. To improve the competence of employees, organisational effectiveness and productivity, a number of need-based training and development programmes were organised. Human relations continued to be cordial.

Your Directors wish to place on record their appreciation of all the employees for their valuable contribution.

14. Listing of the equity shares

The Company's equity shares are listed with The Calcutta Stock Exchange Ltd. (CSE) and The U.P. Stock Exchange Association Ltd. (UPSE). During 2009-10, the Company issued/allotted 2,00,000 equity shares to GPT Employees Welfare Trust under the ESOP Scheme in respect of which the both the Stock Exchange has already issued its Listing Approval to the Company.

15. Corporate Governance

The Company is committed to maintain the highest standards of Corporate Governance. The report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report.

The requisite Certificate from the Auditors of the Company, M/s. S. R. Batliboi & Associates confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid Clause 49 is attached to this Report.

16. Conservation of energy, technology absorption and foreign exchange earnings and outgo

The additional information required under the provision of Section 217(1) (e) of the Companies Act, 1956, read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1998, and forming part of the Report, is also annexed hereto.

17. Particulars of Employees

The name and other Particulars of Employees whose salary exceed the limits as prescribed under Section 217(2A) of the Companies Act, 1956, read with the Companies (particulars of Employees) Rules, 1975, are given below:

Name : Mr. Shree Gopal Tantia

Age : 45 years

Qualification : Graduate

Date of Employment : 13th August 2007 Designation /

Nature of Duties : Managing Director

Remuneration received gross (Rs. in '000) : 3,280

Experience : 26 years

Last employment : Managing Director, GPT Infrastructures Private Limited

Notes:

a) Remuneration received includes only salary.

b) Nature of employment is contractual. Other terms and conditions are as per the Board resolution and as per the Company rules.

c) Mr. Shree Gopal Tantia holds 13,68,022 shares in the Company which is about 13.41% of the Company's total equity shares.

18. Auditors and Auditor's Report

During 2009-10, M/s. S.M. Bengani & Company, Chartered Accountants, the Auditors of the Company resigned from the statutory auditor ship of the Company. The Board placed on record its deep sense of appreciation for the co-operation and valuable advices received from him from time to time during his tenure of office as the Company's Statutory Auditors.

On the recommendation of the Audit Committee as well as the Board, your Company at its Extra-ordinary General Meeting held on 24th December 2009, appointed M/s. S.R. Batliboi & Associates, Chartered Accountants, Kolkata, as the Company's Statutory Auditors to fill up the causal vacancy caused by the resignation M/s. S.M. Bengani & Company, Chartered Accountants, to hold the office up to the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. The Board recommends their re- appointment.

The Company has received letter from them to the effect that their reappointment, if made, would be within the prescribed limits under Section 224(1B) of the Companies Act, 1956 and they are not disqualified for appointment within the meaning of Section 226 of the said Act.

As regards observations contained in the Auditors' Report, the respective notes to the accounts are self-explanatory and, therefore, do not call for further comments.

19. Directors' responsibility statement

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to the Directors' responsibility statement, it is hereby confirmed:

a. That in preparation of the annual accounts, the applicable accounting standards were followed along with a proper explanation relating to the material departures, if any;

b. That the Directors selected such accounting policies and applied them consistently, made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the Company's state of affairs as at 31st March 2010 and of the Profit and Loss Account of the Company for the year ended on that date;

c. That the Directors took proper and sufficient care to maintain adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the Company's assets and for preventing and detecting fraud and other irregularities;

d. That the Directors prepared the annual accounts on going concern basis.

20. Acknowledgements

Your Directors acknowledge with gratitude the co-operation and assistance received from various agencies of the Government and from banks, financial institutions, financial companies, vendors, customers and our valued investors.

For and on behalf of the Board,

Registered office: D. P. Tantia

Jeewansatya Chairman

DD-6, Salt Lake City

Kolkata 700 064

Dated: 22nd May 2010


Mar 31, 2007

The Directors have pleasure in presenting their 27th Annual Report for the financial year ended 31 st March 2007.

Financials

(Rs. in ‘000)

Current Year Previous Year

Turnover

- Domestic 730,212 151,737

- Exports 239,247 969,459 6,074 157,811

Profit before interest and depreciation (PBID) 107,746 7,483

Interest and finance expenses 38,040 4,238

Profit before depreciation (PBD) 69,706 3,245

Depreciation 26,943 1,990

Profit before taxation (PBT) 42,763 1,255

Taxation 5,493 310

Profit after taxation (PAT) 37,270 945

Balance of profit from previous year 27,000 19,350

Profit available for appropriation 64,270 20,295

Appropriation

Proposed dividend on equity shares 2,345

Tax on above dividend 398

Transfer to General Reserve 3,000

Surplus retained in profit and loss account 58,527 20,295

Dividend

Your Directors recommend a dividend of Rs. 2 per equity share on increased capital (after considering an issue of shares to shareholders of companies/division merged) for the year st ended 31 March 2007.

Amalgamation

GPT Infrastructures Private Limited (GIPL), GPT Agro-Tech Limited (GATL) and the de-merged loan division of RNT Consultants & Investors Private Limited

(RNT) were amalgamated into your st Company with effect from 1 April 2007 in terms of the order for amalgamation approved by the Hon''ble High Court in th Kolkata on 18 July 2007 after the requisite approval of the Board of Directors and members at the extra- ordinary meeting of the respective companies.

This amalgamation shall be beneficial to the shareholders of all the companies including yourselves.

Performance and future outlook

Your Company has achieved a record

turnover of Rs. 97 crore which included Rs. 24 crore on account of exports resulting in a net profit (after tax) amounting to Rs. 3.73 crore.

Track product division

During the year, one more line of production was commissioned, enhancing our annual capacity from 240,000 sleepers to 480,000 sleepers. The export order worth US$ 12.62 million from Mozambique is being smoothly executed. The Company bagged another export order from Myanmar for US$ 5.60 million, a Government of India-funded project. The major part of the export order shall be executed in the current year.

Civil and core infrastructure

Following the amalgamation, the Company ventured into the infrastructure sector, one of the fastest growing in the world. During the year under review, this division contributed a turnover of Rs. 57 crore. It is now executing a World Bank-funded contract for the rehabilitation of a bridge in Mozambique and bagged another similar contract. This division possessed an order book of Rs. 234 crore for construction contracts under execution.

Wind power division

Two windmills of 1.25 MW each were commissioned in the last quarter of 2005-06 and are operating smoothly. This division helped enhance post-tax profitability due to fiscal benefits available for such projects.

Increase in authorized share capital In the Extra-ordinary General Meeting of th the Company held on 11 August 2007, the authorized share capital of the Company increased to Rs. 25,000,000 divided into 2,500,000 equity shares of Rs. 10 each ranking pari-passu with the existing share capital.

Directors

Mr. Vaibhav Tantia was appointed as Additional Director in the meeting of the Board of Directors held on 13th August 2007. In the same board meeting, Mr. S. G. Tantia, a Director of the Company, was appointed as the Managing Director while Mr. Vaibhav

Tantia was appointed as the Wholetime Director designated as Director (Projects) effective from the same date subject to approval of members in the forthcoming AGM. Mr. Vaibhav Tantia holds office only up to the forthcoming AGM and a notice under Section 257 of the Companies Act, 1956 was received from a Member, signifying his intention to propose his appointment as director.

Mr. S.G. Tantia and Mr. Vaibhav Tantia were the Managing Director and Wholetime Director respectively of one of the transferor companies amalgamated i.e. GPT Infrastructures Private Limited. Mr. S. G. Tantia, a graduate, possesses a vast experience of about 20 years in the infrastructure industry. Mr. Vaibhav Tantia, B.Sc (Economics & Civil Engineering) from University of Pennsylvania, USA, is young and energetic with an excellent academic background and hands-on experience of three years.

The terms of appointment and remuneration of Mr. Arun Kr. Dokania, Director (Finance) and Mr. Atul Tantia were revised in the Board of Directors'' meeting held on 13th August 2007 with effect from 1st August 2007, subject to the approval of members in forthcoming AGM. In the said Board meeting, the designation of Mr. Atul Tantia, the Wholetime Director, was changed from Executive Director to Director (Operations).

The above appointments, along with their terms of remuneration, as well as the aforesaid revision in terms, require the approval of members in the ensuing AGM.

Sri D.P. Tantia and Mr. S. G. Tantia retire by rotation and, being eligible, offer themselves for re-appointment.

Human resources

During the year under review, there was a renewed thrust on attracting, developing and retaining talent. To improve the competence of employees, organizational effectiveness and productivity, a number of need-based training and development programmes were organized. Industrial relations continued to be cordial.

Your Directors wish to place on record their appreciation of all the employees for their valuable contribution.

Conservation of energy, technology absorption and foreign exchange earnings and outgo

The additional information required under the provision of Section 217(1) (e) of the Companies Act, 1956, read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1998, and forming part of the Report, is also annexed hereto.

Particulars of employees

Particulars of Employees as required vide Section 217(2A) of the Companies Act, 1956, read with the Companies (particulars of Employees) Rules, 1975, are not applicable.

Compliance certificate

The compliance certificate, in compliance with the proviso to Sub- section (1) of Section 383A of the Companies Act, 1956, read with the Companies (Compliance Certificate) Rule, 2001, is attached herewith and forms a part of the report.

Auditors

M/s. S.M. Bengani & Company, chartered accountants, the auditors of the Company retire at the conclusion of the ensuing Annual General Meeting, and, being eligible, offer themselves for re-appointment. The Board recommends their re-appointment.

Auditors'' report

As regards observations contained in the auditors'' report, the respective notes to the accounts are self-explanatory and, therefore, do not call for further comments.

Directors'' responsibility statement

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to the Directors'' responsibility statement, it is hereby confirmed:

1) That in preparation of the annual accounts, the applicable accounting standards have been followed along with a proper explanation relating to the material departures, if any;

2) That the Directors have selected such accounting policies and applied them consistently, 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 as at 31st March 2007, and of the Profit and Loss Account of the Company for the year ended on that date;

3) That 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;

4) That the Directors have prepared the annual accounts on a going concern basis.

Acknowledgements

Your Directors acknowledge with gratitude the co-operation and assistance received from various agencies of the central government, the state governments and from banks, financial institutions, financial companies, vendors, customers and our valued investors.

For and on behalf of the Board,

Registered office:

Jeewansatya

DD-6, Salt Lake City D. P. Tantia

Kolkata 700 064 Chairman

Dated: 14 August 2007

 
Subscribe now to get personal finance updates in your inbox!