Mar 31, 2018
Dear Members,
The Directors are pleased to present the 38thAnnual Report of the Company and the audited Financial Statements for the financial year ended 31st March, 2018.
Rs. in Lacs, except per share data
Results of Operations (Rs.1 Lac equals Rs.100,000)
Particulars |
Standalone |
Consolidated |
||
2017-18 |
2016-17 |
2017-18 |
2016-17 |
|
Earnings before Interest, Tax, Depreciation and Amortization (EBITDA) |
7,574.08 |
6,705.28 |
8,667.71 |
7,878.40 |
Less: Finance Cost |
3,730.42 |
3,625.68 |
3,915.00 |
3,774.90 |
Depreciation & Amortization |
1,686.63 |
1,297.53 |
2,204.45 |
1,718.60 |
Profit Before Tax (PBT) |
2,157.03 |
1,782.07 |
2,548.26 |
2,384.90 |
Less: Tax Expenses (Net) |
422.69 |
513.63 |
492.26 |
569.18 |
Profit After Tax (PAT) for the year |
1,734.34 |
1,268.44 |
2,056.00 |
1,815.72 |
Add. Other comprehensive income (net of tax expenses) |
(36.63) |
(26.88) |
642.53 |
571.94 |
Total comprehensive income for the year |
1,697.71 |
1,241.56 |
2,698.53 |
2,387.66 |
Total Comprehensive income attributable to Non-Controlling Interest |
- |
- |
59.42 |
38.22 |
Total Comprehensive income attributable to Owners of the Company |
1,697.71 |
1,241.56 |
2,639.11 |
2,349.44 |
Add: Surplus in statement of profit and loss brought forward (adjusted) |
7,832.24 |
6,747.79 |
10,957.35 |
8,765.02 |
Amount available for Appropriation |
9,529.95 |
7,989.35 |
13,596.46 |
11,114.46 |
Interim Dividend on equity shares |
799.87 |
145.43 |
799.87 |
145.43 |
Tax on interim equity dividend tax (Net) |
31.13 |
11.68 |
31.13 |
11.68 |
Surplus in statement of profit and loss carried forward |
8,698.95 |
7,832.24 |
12,765.46 |
10,957.35 |
Earnings Per Share : |
||||
Basic |
5.96 |
4.37 |
6.86 |
6.13 |
Diluted |
5.96 |
4.37 |
6.86 |
6.13 |
Business Results
For the year 2017-18, the total revenue of the Company stands at RS.47,156 Lacs and RS.53,856 Lacs in comparison with the previous year amounting to RS.48,215 Lacs and RS.51,735 Lacs for standalone and consolidated respectively.
EBITDA for the year under review is RS.7,574 Lacs and RS.8,668 Lacs in comparison with the previous year amounting to RS.6,705 Lacs and RS.7,878 Lacs for standalone and consolidated respectively.
Profit for the year under review including other comprehensive income (net of tax) is RS.1,698 Lacs and RS.2,699 Lacs in comparison with the previous year amounting to RS.1,242 Lacs and RS.2,388 Lacs for standalone and consolidated respectively.
Concrete Sleeper Business
During 2017-18, this business recorded total revenue of RS.6,370 Lacs and RS.13,219 Lacs in comparison with the previous year amounting to RS.3,040 Lacs and RS.6,279 Lacs for standalone and consolidated respectively.
Infrastructure Business
During 2017-18, this division contributed are venue of RS.38,961 Lacs against that of RS.44,071 Lacs for the previous year for both standalone and consolidated basis. This business segment currently has order book of RS.2,347 Crore approximately.
Indian Accounting Standards (IND-AS)
The Ministry of Corporate Affairs (MCA), vide its notification in the Official Gazette dated February 16, 2015, notified the Indian Accounting Standards (IND-AS) applicable to certain class of companies including your Company. In pursuance of this notification, the Company including its subsidiaries, associates and joint ventures have adopted IND-AS with effect from April 1, 2017, with a transition date of April 1, 2016.
Dividend
The Board of Directors (âthe Boardâ) had declared two interim dividends, aggregating to RS.2.00 per share of RS.10/- each for the financial year 2017-18. Your Board has considered the said interim dividends as final.
Bonus
During the financial year the Company had issued and allotted 1,45,43,000 numbers of Bonus equity shares in the ratio of 1:1 to the shareholders of the Company.
Reserves
The Company has not transferred any amount to the General Reserves during the financial year ended 31st March 2018.
Credit Rating
The long term credit facilities continue to be rated by Credit Analysis & Research Ltd. (CARE) and the present rating of the Company as given by them is BBB (Triple âBâ) reaffirmed on 8th September, 2017.
Consolidated Financial Statement
As per Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as âListing Regulationsâ) and applicable provisions of the Companies Act, 2013 read with the Rules issued thereunder, the Consolidated Financial Statements of the Company for the financial year 2017-18 have been prepared in compliance with applicable Accounting Standards and on the basis of audited financial statements of the Company, its subsidiaries and associate companies and Joint Ventures, as approved by the respective Board of Directors. The Consolidated Financial Statements together with the Auditorsâ Report forms part of this Annual Report.
Subsidiaries, Joint Ventures and Associate Companies
During the year under review, none of the Companyâs subsidiaries, joint ventures or associate companies except few joint ventures have become or ceased to be Companyâs 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 Act 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 Companyâs website at the link: http://www.gptinfra.in/investors/corporate_policies.php.
Directorsâ Responsibility Statement Your Directors state that:
a) in the preparation of the annual accounts for the year ended March 31, 2018, the applicable accounting standards read with requirements set out under Schedule III to the Act, had been followed and there are no material departures from the same;
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 as at March 31, 2018 and of the profit of the Company for the year ended on that date;
c) the Directors had 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 had prepared the annual accounts on a âgoing concernâ basis;
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; and
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.
Corporate Governance
The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out under the provisions of the Act and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 âListing Regulationsâ. The report on Corporate Governance as stipulated under the Act and Listing Regulations 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.
Management Discussion and Analysis
Management Discussion and Analysis forms an integral part of this report and gives details of the overall industry structure, economic developments, performance and state of affairs of the Companyâs various businesses.
Business Risk Management
Pursuant to the provisions of Regulation 21 of the Listing Regulations, the Company is not required to constitute a Risk Management Committee. The Company has however laid down procedures to inform Board members about the risk assessment and minimization procedures. The Companyâs management systems, organizational structures, processes, standards, code of conduct, Internal Control and Internal audit methodologies and processes that governs as to how the Company conduct its business and manages associated risks.The Company also has in place a Risk Management Policy to identify and assess the key risk areas. The Members of the Audit Committee monitors and reviews the implementation of various aspects of the Risk Management Policy. Major risks identified by the Company are systematically addressed through mitigating actions on a continuous basis. The Company has also adopted Risk Assessment, Minimization and Control Procedures.
At present no particular risk whose adverse impact may threaten the existence of the Company is visualized.
Contracts and Arrangements With Related Parties
In line with the requirements of the Act and Listing Regulations, your Company has formulated a Policy on Related Party Transactions which is also available on Companyâs 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 Armâs Length basis. All Related Party Transactions entered during the year were in Ordinary Course of the Business and on Armâs 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 into during the year by your Company. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Act in Form AOC 2 is not applicable.
Corporate Social Responsibility (CSR)
The Corporate Social Responsibility Committee of the Board 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 Companyâs website at the link: http://www.gptinfra.in/investors/corporate_policies.php.
The Annual Report on CSR activities is annexed herewith marked as Annexure -I
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 weaknesses in the design or operation were observed.
Directors and Key Managerial Personnel
In accordance with the provisions of the Act and the Articles of Association of the Company:
(i) Mr. Atul Tantia, Executive Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment. The Board recommends his re-appointment.
(ii) The term of Mr. Shree Gopal Tantia as Managing Director, Mr. Atul Tantia as Executive Director and Mr. Vaibhav Tantia as Director& COO are expiring on 31st July, 2018. It is proposed to re-appoint them for a further period of 3 (three) years subject to approval of shareholders in the ensuing Annual General Meeting. The Board recommends their re-appointment.
(iii) Mr. Shree Gopal Tantia, Managing Director, Mr. Atul Tantia, Executive Director, Mr. Vaibhav Tantia, Director & COO, Mr. Arun Kumar Dokania, CFO and Mr. A.B.Chakrabartty, Company Secretary are Key Managerial Personnel of the Company in accordance with the provisions of Sections 2(51), 203 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force).
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 Companies Act, and Listing Regulations. None of the Directors have been subjected to any disqualification under the Act.
Board Evaluation and Remuneration Policy
The Company has devised a Policy for performance evaluation of Independent Directors, Board, Committees, the Chairman 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 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 familiarization 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 and can be accessed 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 2018:
(a) The Ratio of remuneration of Executive Directors to the median remuneration of employees of the Company is given below:
Name of the Director* |
Remuneration for the year ended 31st March, 2018 per annum (Amount in Rs. in Lacs) |
Ratio (Remuneration of Director to Median Remuneration) |
Mr. Shree Gopal Tantia |
72.00 |
52:1 |
Mr. Atul Tantia |
54.00 |
39:1 |
Mr. Vaibhav Tantia |
54.00 |
39:1 |
*Other Directors were paid only sitting fees. Mr. D. P Tantia, Chairman is entitled for sitting fees and commission at a rate of 1% of the net profit amounting to RS.20.35 Lacs.
(b) The percentage increase in remuneration of each Director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, during the financial year under review:
Name of Director/KMP |
Designation |
% increase in Remuneration |
Remuneration of Director/KMP in FY 2016-17 (Rs. in Lacs) |
Remuneration of Director/KMP in FY 2017-18 (Rs. in Lacs) |
Mr. Shree Gopal Tantia |
Managing Director |
9.09% |
66.00 |
|
Mr. Atul Tantia |
Executive Director |
12.50% |
48.00 |
54.00 |
Mr. Vaibhav Tantia |
Director & COO |
12.50% |
48.00 |
54.00 |
Mr. Arun Kumar Dokania |
Chief Financial Officer |
12.50% |
48.00 |
54.00 |
Mr. A B Chakrabartty (Appointed on 1.06.2017) |
Company Secretary |
NA |
NA |
7.65 |
(c) The percentage increase in the median remuneration of employees in the financial year (w.e.f 1st April, 2017):15.00%
(d) The number of permanent employees on the rolls of the Company were 1261as on 31st March, 2018 as against 1141 as on 31st March, 2017.
(e) Average percentile increase already made in the salaries of employees other than the KMPs in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:
Particulars |
Percentage |
Average percentile increase made in the salaries of employees other than the managerial personnel |
12.10% |
Percentile increase in the remuneration of KMPs |
9.41% |
The average increase in remuneration of employees other than KMPs is in higher side in comparison with the increase of remuneration of KMPs.
Justification: Not Applicable
(f) Remuneration paid to Directors and KMPs is as per the Remuneration Policy of the Company.
(g) Remuneration stated hereinabove for the purpose of comparisons etc. includes basic salary, house rent allowance & transport allowance as applicable.
(h) Particulars of Employees and related disclosures :
(i) None of the employees of the Company, who, if employed throughout the financial year, was in receipt of remuneration for that year which, in the aggregate, in excess of one crore two lakh rupees or if employed for a part of the financial year, was in receipt of remuneration for any part of that year, at a rate which, in the aggregate, in excess of eight lacs fifty thousand rupees per month.
(ii) There is no employee of the Company who was in receipt of remuneration in the year which, in the aggregate, or as the case may be, at a rate which, in the aggregate, is in excess of that drawn by the Managing Director or Whole-time Director or Manager and holds by himself or along with his spouse and dependent children, not less than two percent of the equity shares of the Company
Human Resources:
Your Company treats its âHuman Resourcesâ 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 BSE Limited (BSE) and National Stock Exchange of India Limited (NSE).The details of trading, listing fees etc. are given in the Corporate Governance Report.
Auditors And Auditorsâ Report Statutory Auditors
M/s. S. R. Batliboi & Co LLP, Chartered Accountants, Statutory Auditors of the Company were appointed in the 34th Annual General Meeting held on 29th August 2014 for a period of five years from conclusion of 34th Annual General Meeting till the conclusion of 39th Annual General Meeting.
M/s. SN Khetan & Associates, Chartered Accountants, Kolkata having firm Reg. No. 325653E were appointed as the Joint Statutory Auditors of the Company by the shareholders vide their resolution dated 15th January, 2018 through Postal Ballot Voting for conducting statutory Audit for the financial year 2017-18 jointly with the existing auditors M/s. S. R. Batliboi & Co. LLP
The Board of Directors, have on the recommendations of the Audit Committee and subject to the approval of the shareholders at the ensuing 38th AGM, approved the appointment of M/s. SN Khetan & Associates, Chartered Accountants, Kolkata having firm Reg. No. 325653E as Joint Statutory Auditors for a period of 5(five) consecutive years i.e. from the conclusion of the 38th Annual General Meeting till the conclusion of 43rd Annual General Meeting of your Company.
Your Company has received written consent(s) and certificate(s) of eligibility in accordance with Sections 139, 141 and other applicable provisions of the Companies Act, 2013 and Rules issued thereunder (including any statutory modification(s) or re-enactment(s) for the time being in force), from M/s. SN Khetan & Associates. Further, they have confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India (ICAI) as required under the Listing Regulations.
Auditorsâ Report
i. Qualified Opinion given in the Auditorâs Report on financial statements read with note no 33 (C) & 33(D) and note no 32 (C) & 32 (D) forming part of the standalone and consolidated financial statements respectively, are self-explanatory and do not call for any further comments.
ii. Emphasis of Matter given in the Auditorâs Report on financial statements read with note no 33(E) & 33(F) and note no 32(E) & 32(F) forming part of the standalone and consolidated financial statements respectively, are self-explanatory and do not call for any further comments.
Cost Auditors
The Board of Directors of your Company, on the recommendation of the Audit Committee has approved the re-appointment of M/s. S.K. Sahu & Associates, Cost Accountants, (Membership No. 28234) as the Cost Auditor of your Company to conduct the audit of cost records for the financial year 2018-19. The remuneration proposed to be paid to the Cost Auditor, subject to your ratification at the ensuing 38th Annual General Meeting, would not exceed RS.60 Thousand (Rupees Sixty thousand only) excluding taxes and out of pocket expenses, if any.
Your Company has received consent from M/s. S.K. Sahu & Associates, Cost Accountants, to act as the Cost Auditor for conducting audit of the cost records for the financial year 2018-19 along with a certificate confirming their independence and armâs length relationship.
Secretarial Auditor
In terms of Section 204 of the Companies Act, 2013, the Board has appointed M/s. J. Patnaik & Associates, Company Secretary in Practice (Certificate of Practice No. 3102), as the Secretarial Auditor to conduct an audit of the secretarial records, for the financial year 2018-19.
The Company has received consent from M/s. J. Patnaik & Associates to act as the auditor for conducting audit of the Secretarial records for the financial year 2018-19.
The Secretarial Audit Report for the financial year ended 31st March, 2018 in Form MR-3 is annexed herewith and marked as Annexure-III to this report.The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.
None of the Auditors of the Company have reported any fraud as specified under the second proviso of Section 143 (12) of the Companies Act, 2013 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force).
Disclosures:
Audit Committee
The Audit Committee comprises namely of Mr. V. N. Purohit, Independent Director (Chairman), Dr. Mamta Binani, Independent Director, Mr. Kunal Kumthekar Nominee Director and Mr. K.P. Khandelwal, Independent Director. 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 Regulations. 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 may be accessed on the Companyâs website at the link: http://www.gptinfra.in/investors/corporate_ policies.php
Number of Meetings of the Board and Its Committees
The details of the meetings of the Board of Directors and its Committees, convened during the financial year 2017-18 are given in the Corporate Governance Report which forms a part of this 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 4, 5 and 43 to the standalone financial statements).
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
The details forming part of the extract of the Annual Return as on 31st March, 2018 in Form MGT - 9 in accordance with Section 92 (3) of the Companies Act, 2013 read with Companies (Management and Administration) Amendment Rules, 2015, are set out in the Annexure -V to this report.
Unpaid/Unclaimed Dividend
As on 31st March, 2018, the Company is having a sum of RS.1,864.25 (Previous Year RS.8,287.25) as unpaid/unclaimed dividend lying in its Unpaid Dividend Account with Banks. During the current financial year 2018-19 an amount of RS.562.50 which remained/ unclaimed and unpaid for a period of seven years, is due for transfer to Investorâs Education and Protection Fund this year.
Other Disclosures
1. During the year under review, the Company has not accepted any deposit within the meaning of Sections 73 and 74 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force).
2. The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Board and General Meetings.
3. The Company does not have any scheme or provision of money for the purchase of its own shares by employees/Directors or by trustees for the benefit of employees/ Directors.
4. The Company has not issued equity shares with differential rights as to dividend, voting or otherwise.
5. Neither the Managing Director nor the Whole-time Directors of the Company received any remuneration or commission from any of its subsidiaries.
6. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Companyâs operations in future.
7. 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.
8. There were no material changes & commitments affecting financial position of the Company occurring between the date of Financial Statements and the Boardâs Report.
9. There were no frauds reported by auditors under sub-section (12) of Section 143 other than those which are reportable to the Central Government.
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 Companyâs executives, employees and workers at all level.
For and on behalf of the Board of Directors
June 1st, 2018 D. P. Tantia
Chairman
Registered office: DIN: 00001341
GPT Centre, JC-25, Sector-III,
Salt Lake, Kolkata- 700 098, India
Mar 31, 2017
The Directors are pleased to present the 37th Annual Report of the Company and the audited Financial Statements for the financial year ended 31st March, 2017.
Rs,in Lacs, except per share data (Rs,1 Lac equals Rs,100,000)
. |
Standalone |
Consolidated |
||
2016-17 |
2015-16 |
2016-17 |
2015-16 |
|
Earnings before Interest, Tax, Depreciation and Amortization |
5,761.10 |
5,847.25 |
7,230.41 |
7,434.89 |
(EBITDA) |
||||
Finance Cost |
3,173.09 |
3,268.98 |
3,343.92 |
3,530.43 |
Depreciation & Amortization |
1,259.79 |
1,149.86 |
1,803.39 |
1,905.64 |
Profit / (Loss) before tax (PBT) |
1,328.22 |
1,428.41 |
2,083.10 |
1,998.82 |
Tax Expense / (Credits) |
280.06 |
444.11 |
487.66 |
716.61 |
Profit after tax (PAT) |
1,048.16 |
984.30 |
1,595.44 |
1,282.21 |
Minority Interest |
- |
- |
38.22 |
52.90 |
Profit after tax and minority interest |
1,048.16 |
984.30 |
1,557.22 |
1,229.31 |
Surplus in statement of profit and loss brought forward |
6,345.43 |
5,688.47 |
8,458.82 |
7,473.00 |
Excess provision for dividend tax written back |
17.93 |
- |
17.93 |
- |
Transfer from Capital redemption reserve fund |
- |
- |
- |
83.85 |
Amount available for appropriation |
7,411.52 |
6,672.77 |
10,033.97 |
8,786.16 |
Interim Dividend |
145.43 |
290.86 |
145.43 |
290.86 |
Dividend tax |
29.61 |
36.48 |
29.61 |
36.48 |
Surplus in statement of profit and loss carried forward |
7,236.48 |
6,345.43 |
9,858.93 |
8,458.82 |
Earnings Per Share : |
||||
Basic |
7.25 |
6.86 |
10.76 |
8.94 |
Diluted |
7.25 |
6.86 |
10.76 |
8.94 |
Business Results
For the year 2016-17, the total revenue of the Company stands at Rs,37,994 Lacs and Rs,51,688 Lacs in comparison with the previous year amounting to Rs,36,109 Lacs and Rs,50,909 Lacs for standalone and consolidated respectively.
EBITDA for the year under review is RS,5,761 Lacs and RS,7,230 Lacs in comparison with the previous year amounting to RS,5,847 Lacs and RS,7.435 Lacs for standalone and consolidated respectively.
PAT for the year under review is RS,1,048 Lacs and RS,1,595 Lacs in comparison with the previous year amounting to RS,984 Lacs and RS,1,282 Lacs for standalone and consolidated respectively.
Concrete Sleeper Business
During 2016-17, this business recorded total revenue of RS,2,810 Lacs and RS,7,149 Lacs in comparison with the previous year amounting to RS,2,867 Lacs and RS,8,817 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 turnoverof N$62,188,184(H2,972 Lacs)andprofitaftertax(PAT) N$11,111,922 (RS,531 Lacs) in comparison with previous year amounting to N$ 73,393,696 (RS,3,517 Lacs) and N$ 8,043,120 (RS,385 Lacs) respectively.
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 71,309,894 (RS,3,408 Lacs) and a PAT of ZAR 2,580,143 (RS,123 Lacs) in comparison with previous year amounting to ZAR 99,258,937 (RS,4,756 Lacs) and ZAR 3,399,660 (RS,163 Lacs) respectively.
Infrastructure Business
During 2016-17, this division contributed a revenue of RS,34,382 Lacs and RS,43,963 Lacs against that of RS,32,689 Lacs and RS,41,392 Lacs for the previous year for standalone and consolidated respectively. This business segment currently has order book of RS,1,630 cr approximately.
Dividend
The Board of Directors ("the Board") had declared two interim dividends, one for RS,1 each per share and another for RS,1.50 each per share aggregating to RS,2.50 of RS,10/- each per share for the financial year 2016-17. Your Board has considered the said interim dividends as final.
Reserves
It is not proposed by the Board of your Company to transfer any amount to Reserves for the year ended 31st March 2017.
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 (Triple "B") improved from BBB - (Triple "B" Minus).
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 Act 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 web site at the link: http:// www.gptinfra.in/investors/corporate_poiicies.php
Directors'' Responsibility Statement Your Directors state that:
a) in the preparation of the annual accounts for the year ended March 31, 2017, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been folioed 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, 2017 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 under the provisions of the Act and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"). The report on Corporate Governance as stipulated under the Act and Listing Regulations 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
Pursuant to the provisions of Regulation 21 of the Listing Regulations, the Company is not required to constitute a Risk Management Committee. 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 as to how the Company conducts the business of the Company and manages associated risks. The Company has also adopted Risk Assessment, Minimization and Control Procedures.
At present the Company has not identified any element of significant risk which may threaten the existence of the Company.
Contracts and arrangements with related parties
In line with the requirements of the Act and Listing Regulations, 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 into during the year by your Company. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Act in Form AOC 2 is not applicable.
Corporate Social Responsibility (CSR)
The Corporate Social Responsibility Committee of the Board 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-I.
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.
Directors and Key Managerial Personnel
In accordance with the provisions of the Act and the Articles of Association of the Company:
(i) Mr. Vaibhav Tantia, Director & COO of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible offered himself for re-appointment.
(ii) Dr. N. N. Som, Independent Director of the Company has resigned from the Board on and with effect from 23rd May, 2017 because of his personal reasons. The Board of Directors place on record their deep appreciation for the enormous contributions made by Dr. Som as the Independent Director of the Company from 2007 to 2017. The Company and the Board benefitted immensely from Dr. Som''s vast experience, knowledge and insights of the industry and operations of the Company.
(iii) The Company has appointed Mr. Kashi Prasad Khandelwal, as an Additional Non-Executive Independent Director with effect from 23rd May, 2017 subject to approval of the shareholders in the ensuing AGM for a period of five (5) consecutive years from the date of 37th Annual General Meeting of the Company up to the conclusion of the 42nd Annual General Meeting of the Company and the said appointment is subject to the maximum permissible Directorships that one can hold as per the provisions of the Companies Act, 2013 and the Listing Regulations and his office shall not be liable to retire by rotation.
(iv) During the year under review, Mr. Indranil Mitra, the erstwhile Company Secretary, KMP and Compliance Officer of the Company has resigned from the services of the Company with effect from 5th April 2017 and in his place Mr. Anatha Bandhaba Chakrabartty has been appointed as the Company Secretary, KMP and Compliance officer of the Company on and with effect from 1st June 2017.
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 Companies Act and Listing Regulations. None of the Directors have incurred any disqualification under the Act.
Board Evaluation and Remuneration Policy
The Company has devised a Policy for performance evaluation of Independent Directors, Board, Committees, the Chairman 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 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 familiarization 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 and can be accessed 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 2017:
(a) The Ratio of remuneration of Executive Directors to the median remuneration of employees of the Company is given below:
Name of the Director* |
Remuneration per annum (Amount in RS, in Lacs) |
Median Remuneration per annum (Amount in RS, in Lacs) |
Ratio (Remuneration of Director to Median Remuneration) |
Mr. Shree Gopal Tantia |
66.00 |
1.20 |
55:1 |
Mr. Atul Tantia |
48.00 |
1.20 |
40:1 |
Mr. Vaibhav Tantia |
48.00 |
1.20 |
40:1 |
Mr. Atul Tantia |
48.00 |
1.20 |
40:1 |
Mr. Vaibhav Tantia |
48.00 |
1.20 |
40:1 |
*None of other Directors were paid any remuneration except sitting fees for Mr. D. P. Tantia, Chairman who is entitled to a commission at a rate of 1% of the net profit amounting to RS,15.25 Lacs as well.
(b) The percentage increase in remuneration of each Director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, during the financial year under review:
Name of Director/ KMP |
Designation |
% increase in Remuneration |
Remuneration of Director/KMP in FY 2015-16 (RS, in Lacs) |
Remuneration of Director/KMP in FY 2016-17 (RS, in Lacs) |
Mr. Shree Gopal Tantia |
Managing Director |
10% |
60.00 |
66.00 |
Mr. Atul Tantia |
Executive Director |
40% |
34.20 |
48.00 |
Mr. Vaibhav Tantia |
Director & COO |
40% |
34.20 |
48.00 |
Mr. Arun Kumar Dokania |
Chief Financial Officer |
40% |
34.20 |
48.00 |
Mr. Indranil Mitra |
Vice President & Company Secretary |
Nil |
4.04 (w.e.f 15/12/2016) |
13.20 |
(c) The percentage increase in the median remuneration of employees in the financial year (w.e.f 1st April, 2016):(-) 6.74 %
(d) The number of permanent employee on the rolls of the Company was 1,141 as on 31st March, 2017 as against 729 as on 31st March, 2016.
(e) Average percentile increase already made in the salaries of employees other than the KMPs in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:
Particulars |
Percentage |
Average percentile increase already made in the salaries of employees other than the managerial personnel (A) |
-6.74% |
Percentile increase in the remuneration of KMPs (B) |
29.14% |
Comparison of (B-A) |
35.88% |
Justification: Not Applicable |
The above distinction is mainly due to fresh/additional employment of 573 employees mainly in supervisory level at construction sites.
(f) Remuneration paid to Directors and KMPs is as per the Remuneration Policy of the Company.
(g) Remuneration stated hereinabove for the purpose of comparisons etc. includes basic salary, house rent allowance & transport allowance as applicable.
(h) Particulars of Employees and related disclosures :
(i) None of the employees of the Company, who, if employed throughout the financial year, was in receipt of remuneration for that year which, in the aggregate, was not less than one cr two lacs rupees or if employed for a part of the financial year, was in receipt of remuneration for any part of that year, at a rate which, in the aggregate, was not less than eight lacs fifty thousand rupees per month.
(ii) There is no employee of the Company who was in receipt of remuneration in the year which, in the aggregate, or as the case may be, at a rate which, in the aggregate, is in excess of that drawn by the Managing Director or Whole-time Director or Manager and holds by himself or along with his spouse and dependent children, not less than two percent of the equity shares of the Company.
Human Resources:
Your Company treats its "Human Resources" as one of its most important assets. Your Company continuously invests 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 BSE Limited (BSE) and also got listed with National Stock Exchange of India Limited (NSE) with effect from 20th July, 2016. The details of trading, listing fees etc. are given in the Corporate Governance Report. Further the Company had voluntarily De-listed its securities from Calcutta Stock Exchange (CSE) with effect from 20th September, 2016 because there were no transactions in this exchange since long.
Auditors And Auditors'' Report Statutory Auditors
M/s. S. R. Batliboi & Co LLP, Chartered Accountants, Statutory Auditors of the Company were appointed in the 34th Annual General Meeting held on 29th August 2014 for a period of five years from conclusion of 34th Annual General Meeting till the conclusion of the next 5 consecutive 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 limits prescribed 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.
Auditors'' Report
i. Qualified Opinion given in the Auditor''s Report on standalone financial statements read with note no 27(C) forming part of the standalone financial statements, are self-explanatory and do not call for any further comments.
ii. Emphasis of Matter given in the Auditor''s Report on standalone financial statements read with note no 27(B) forming part of the standalone financial statements, are self-explanatory and do not call for any further comments.
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 2016-17 and necessary Form 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 2017 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 2016-17. The Secretarial Audit Report in Form MR-3 for the financial year ended on March 31, 2017 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 Mr. V. N. Purohit, Independent Director (Chairman), Dr. Mamta Binani, Independent Director, Mr. Kunai Kumthekar, Nominee Director and Mr. K. P Khandeiwai, Independent Director who was appointed with effect from 23rd May, 2017 in place of Dr. N. N. Som who has resigned from the Directorship of the Company with effect from 23rd May, 2017. Ail 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 which is part of this 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 42 to the standalone financial statements).
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.
Unpaid/Unclaimed Dividend
As on 31st March, 2017, the Company is having a sum of H8,287.25 (Previous Year H10,894.25) 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.
6. 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.
7. There were no material changes & commitments affecting financial position of the Company occurring between the date of Financial Statements and the Board''s Report.
8. There were no frauds reported by auditors under sub Section (12) of Section 143 other than those which are reportable to the Central Government.
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, employees and workers at all levels.
For and on behalf of the Board of Directors
May 23, 2017 D. P. Tantia
Chairman
Registered office: DIN: 00001341
GPT Center, JC-25, Sector-III,
Salt Lake, Kolkata- 700 098, India
Mar 31, 2016
The Directors are pleased to present the 36th Annual Report of the Company and the audited Financial Statements for the financial year ended 31st March, 2016.
Results of Operations RS, in Lacs, except per share data
(RS,1 Lac equals RS,100,000)
Particulars |
Standalone Consolidated |
|||
2015-16 |
2014-15 |
2015-16 |
2014-15 |
|
Earnings before Interest, Tax, Depreciation and Amortization (EBITDA) |
5,847.25 |
4,528.19 |
7,434.89 |
6,116.08 |
Finance Cost |
3,268.98 |
3,383.89 |
3,530.43 |
3,554.76 |
Depreciation & Amortization |
1,149.86 |
1,155.70 |
1,950.64 |
1,976.25 |
Profit / (Loss) before tax (PBT) |
1,428.41 |
(11.40) |
1,998.82 |
585.07 |
Tax Expense / (Credits) |
444.11 |
(119.45) |
716.61 |
169.05 |
Profit after tax (PAT) |
984.30 |
108.05 |
1,282.21 |
416.02 |
Minority Interest |
- |
- |
52.90 |
6.11 |
Profit after tax and minority interest |
984.30 |
108.05 |
1,229.31 |
409.91 |
Surplus in statement of profit and loss brought forward |
5,688.47 |
5,594.33 |
7,473.00 |
7,077.00 |
Transfer from Capital redemption reserve fund |
- |
- |
83.85 |
- |
Amount available for appropriation |
6,672.77 |
5,702.38 |
8,786.16 |
7,486.91 |
Interim Dividend |
290.86 |
- |
290.86 |
- |
Dividend tax |
36.48 |
- |
36.48 |
- |
Transitional provision of depreciation as per 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) |
'' |
13.91 |
'' |
13.91 |
Surplus in statement of profit and loss carried forward |
6,345.43 |
5,688.47 |
8,458.82 |
7,473.00 |
Earnings Per Share: |
||||
Basic |
6.86 |
0.75 |
8.94 |
2.86 |
Diluted |
6.86 |
0.75 |
8.94 |
2.86 |
Business Results
For the year 2015-16, the total revenue of the Company stands at RS,36,109 Lacs and RS,50,909 Lacs in comparison with the previous year amounting to RS,25,027 Lacs and RS,39,201 Lacs for standalone and consolidated respectively.
EBITDA for the year under review is RS,5,847 Lacs and RS,7,435 Lacs in comparison with the previous year amounting to RS,4,528 Lacs and RS,6,116 Lacs for standalone and consolidated respectively.
PAT for the year under review is RS,984 Lacs and RS,1,282 Lacs in comparison with the previous year amounting to RS,108 Lacs and RS,416 Lacs for standalone and consolidated respectively.
Concrete Sleeper Business
During 2015-16, this business recorded a total revenue of RS,2,867 Lacs and RS,8,817 Lacs in comparison with the previous year amounting to RS,2,857 Lacs and RS,9,120 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$73,393,696 (RS,3,517 Lacs) and profit after tax (PAT) N$8,043,120 (RS,385 Lacs) in comparison with previous year amounting to N$57,792,091 (RS,2,992 Lacs) and N$8,566,623 (RS,474 Lacs) respectively. The capacity of the said manufacturing facility in Namibia has been increased from 125,000 nos. of sleeper to 200,000 nos. per annum.
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 ZAR99,258,937 (RS,4,756 Lacs) and a PAT of ZAR3,399,660 (RS,163 Lacs) in comparison with previous year amounting to ZAR91,997,960 (RS,5,088 Lacs) and ZAR2,271,820 (RS,118 Lacs) respectively. The capacity of the said manufacturing facility in South Africa has been increased from 250,000 nos. of sleeper to 500,000 nos. per annum.
Infrastructure Business
During 2015-16, this division contributed a revenue of RS,32,689 Lacs and RS,41,392 Lacs against that of RS,20,542 Lacs and RS,28,987 Lacs for the previous year for standalone and consolidated respectively. This business segment currently has order book of RS,1,825 Crore approximately.
Dividend
The Board of Directors ("the Boardâ) had declared two interim dividends, eaRs,h of RS,1 each per share aggregating to RS,2 per share for the financial year 2015-16. Your Board has considered the said interim dividends as final.
Reserves
It is not proposed by the Board of your Company to transfer any amount to Reserves for the year ended 31st March 2016.
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 Actâ) 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 Act 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, 2016, 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, 2016 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 under the provisions of the Act, Listing Agreement and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulationâ). The report on Corporate Governance as stipulated under the Act, Listing Agreement and Listing Regulation 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
Pursuant to the provisions of Regulation 21 of the Listing Regulation, the Company is not required to constitute a Risk Management Committee. 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 as to how the Company conducts the business of the Company and manages associated risks. The Company has also adopted Risk Assessment, Minimization and Control Procedures.
At present the Company has not identified any element of significant risk which may threaten the existence of the Company.
Contracts and Arrangements With Related Parties
In line with the requirements of the Act, Listing Agreement and Listing Regulation, 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 into during the year by your Company. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3)
(h) of the Act in Form AOC 2 is not applicable.
Corporate Social Responsibility (CSR)
The Corporate Social Responsibility Committee of the Board 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-I
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 was observed.
Directors and Key Managerial Personnel
In accordance with the provisions of the Act and the Articles of Association of the Company:
(i) Mr. S.G. Tantia, Managing Director of the Company, retire by rotation at the ensuing Annual General Meeting and being eligible have offered himself for re-appointment.
(ii) Mr. S.J. Deb, was appointed as an Independent Director in the last Annual General Meeting held on 1st September, 2015, for a tenure of 5 years until the conclusion of 40th Annual General Meeting of the Company and his office shall not be liable to retire by rotation.
(iii) During the year under review, Mr. Soubhagya Parida, the erstwhile Company Secretary of the Company resigned from the service of the Company w.e.f 14th November 2015 and in his place Mr. Indranil Mitra was appointed as the Company Secretary of the Company w.e.f. 15th December 2015.
(iv) Mr. S.G. Tantia, Managing Director, Mr. Atul Tantia, Executive Director and Mr. Vaibhav Tantia, Director & COO of the Company were re-appointed at the Board Meeting with the recommendation of Nomination & Remuneration Committee held on 13th August, 2015 as per Companies Act, 2013 for a period of 3 years from 1st August 2015 to 31st July 2018 and subject to the requisite approval of the shareholders at the ensuing Annual General Meeting.
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, Listing Agreement and Regulation 16(i)(b) of the Listing Regulation.
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 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 familiarization 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 and can be accessed 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 2016:
(a) The Ratio of remuneration of Executive Directors to the median remuneration of employees of the Company is given below:
Name of the Director* |
Remuneration per annum (Amount in Rs, in Lacs) |
Median Remuneration per annum (Amount in Rs, in Lacs) |
Ratio (Remuneration of Director to Median Remuneration) |
Mr. Shree Gopal Tantia |
60.00 |
1.05 |
400:7 |
Mr. Atul Tantia |
34.20 |
1.05 |
285:10 |
Mr. Vaibhav Tantia |
34.20 |
1.05 |
285:10 |
*None of other Directors were paid any remuneration except sitting fee and Mr. D.P. Tantia, Chairman was entitled to a commission at a rate of 1% of the net profit amounting to RS, 16.42 Lacs.
(b) The percentage increase in remuneration of each Director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, during the financial year under review
Name of Director / KMP |
Designation |
% increase in Remuneration |
Remuneration of Director / KMP in FY 2014-15 (Rs, in Lacs) |
Remuneration of Director / KMP in FY 2015-16 (Rs, in Lacs) |
Mr. Shree Gopal Tantia |
Managing Director |
Nil |
60.00 |
60.00 |
Mr. Atul Tantia |
Executive Director |
12% |
30.60 |
34.20 |
Mr. Vaibhav Tantia |
Director & COO |
12% |
30.60 |
34.20 |
Mr. Arun Kumar Dokania |
Chief Financial Officer |
12% |
30.60 |
34.20 |
Mr. R. Mishra (resigned w.e.f. 14th November, 2014) |
Company Secretary |
Nil |
3.75 |
Nil |
Mr. S. Parida (resigned w.e.f. 14th November, 2015) |
Company Secretary |
Nil |
3.20 |
5.60 |
Mr. Indranil Mitra (appointed w.e.f. 15th December, 2015) |
VP & Company Secretary |
Nil |
Nil |
4.04 |
Total |
158.75 |
172.24 |
(c) The percentage increase in the median remuneration of employees in the financial year (w.e.f. 1st April, 2015): 10%
(d) The number of permanent employees on the rolls of the Company was 729 as on 31st March, 2016
(e) Explanation on the relationship between average increase in remuneration and Company performance:
Looking at the organizational performance and the overall industry your Company has fared well. The growth in the Company performance and the average increase in remuneration is closely linked to the growth.
(f) Comparison of remuneration of the Key Managerial Personnel (KMPs) against the performance of the Company:
Remuneration of KMPs for FY 2014-15 (RS, in Lacs) |
158.75 |
Remuneration of KMPs for FY 2015-16 (RS, in Lacs) |
172.24 |
% increase in remuneration of KMPs |
8% |
Total Revenue of FY 2014-15 (RS, in Lacs) |
25,027.35 |
Total Revenue of FY 2015-16 (RS, in Lacs) |
36,109.38 |
% increase in Revenue |
44% |
(g) Variations in the market capitalization of the Company, price earnings ratio and percentage increase over decrease in the market quotations of the shares of the Company in comparison to the rate at which the Company came out with the last public offer:
Particulars |
As at 31st March, 2016 |
As at 31st March, 2015 |
Market Capitalization (RS, in Crore) |
320.53 |
179.46 |
Price Earnings Ratio (Consolidated) |
24.65x |
42.55x |
Price Earnings Ratio (Standalone) |
32.13x |
164.53x |
Rate at which the Company came out with last public offer i.e. in 1985 |
RS,10 per share |
|
Share Price as at the close of 24th May, 2016 |
RS,238.05 |
|
Percentage Increase / (Decrease) in Share Price (after the last public offer) |
2280% |
(h) Average percentile increase already made in the salaries of employees other than the KMPs in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and
point out if there are any exceptional circumstances for increase in the managerial remuneration:
Particulars |
Percentage |
Average percentile increase already made in the salaries of employees other than the managerial personnel (A) |
11% |
Percentile increase in the remuneration of KMPs (B) |
8% |
Comparison of (B-A) |
-3% |
Justification: Not Applicable |
|
There are no exceptional circumstances. |
(i) There is no variable component of remuneration availed by the Directors.
(j) Remuneration paid to Directors and KMPs is as per the Remuneration Policy of the Company.
(k) Remuneration stated hereinabove for the purpose of comparisons etc. includes basic salary, house rent allowance & transport allowance as applicable.
Particulars of Employees and related disclosures
(i) Particulars of employees of the Company, who, if employed throughout the financial year, was in receipt of remuneration for that year which, in the aggregate, was not less than sixty lakh rupees or if employed for a part of the financial year, was in receipt of remuneration for any part of that year, at a rate which, in the aggregate, was not less than five lakh rupees per month:
Name |
Mr. Shree Gopal Tantia |
Designation |
Managing Director |
Remuneration Received |
RS,60.00 Lacs |
Nature of Employment |
Contractual |
Qualification |
Graduate |
Experience |
33 Years |
Date of Commencement |
31st August, 2007 |
Age |
51 Years |
Last Employment |
Managing Director, GPT Infrastructures Private Limited |
Percentage of equity shares held in the Company by himself along with his spouse and dependent children |
8.93% |
Whether such employee is a relative of any Director or Manager of the Company |
None |
(ii) There is no employee of the Company who was in receipt of remuneration in the year which, in the aggregate, or as the case may be, at a rate which, in the aggregate, is in excess of that drawn by the Managing Director or Whole-time Director or Manager and holds by himself or along with his spouse and dependent children, not less than two percent of the equity shares of the Company.
Human Resources:
Your Company treats its "Human Resourcesâ as one of its most important assets. Your Company continuously invests 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 BSE Limited (BSE) and The Calcutta Stock Exchange Limited (CSE). The details of trading, listing fees etc. are given in the Corporate Governance Report. Further the Company had made an application to list its equity shares with National Stock Exchange of India Limited and Delist its securities with CSE.
Auditors and Auditors'' Report Statutory Auditors
M/s. S.R. Batliboi & Co LLP, Chartered Accountants, Statutory Auditors of the Company were appointed in the 34th Annual General Meeting held on 29th August 2014 for a period of five years from conclusion of 34th 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 limits prescribed 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.
Auditors'' Report
i. Qualified Opinion given in the Auditor''s Report on standalone financial statements read with note no 27(C) forming part of the standalone financial statements, are self-explanatory and do not call for any further comments.
ii. Emphasis of Matter given in the Auditor''s Report on standalone financial statements read with note no 27(B) forming part of the standalone financial statements, are self-explanatory and do not call for any further comments.
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 2015-16 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 2016 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 2015-16. The Secretarial Audit Report for the financial year ended on 31st March 2016 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 Mr. V. N. Purohit, Independent Director (Chairman), Ms. Mamta Binani, Independent Director, Dr. N.N. Som, Independent Director and Mr. 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
Five meetings of the Board of Directors were held during the year. For further details, please refer report on Corporate Governance which is part of this 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 44 to the standalone financial statements).
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.
Unpaid / Unclaimed Dividend
As on 31st March, 2016, the Company is having a sum of C10,894.25 (Previous Year C1,887.25) 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.
6. 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, employees and workers.
For and on behalf of the
Board of Directors D. P. Tantia
May 25, 2016 Chairman
Registered office:
GPT Center, JC-25, Sector-III,
Salt Lake, Kolkata - 700 098, India
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 Â000)
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 Â000)
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