Directors' Report Dear members, Your 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 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 2,992.42 Lacs) and net profit after tax N$ 8,566,623 473.81 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 5,088.35 Lacs) and a PAT of ZAR 2,271,820 117.63 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. P. 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. Purohit, Dr. N. N. Som, Sri Sunil Patwari 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 Parida 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. 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 X 1,887.25 (Previous Year X2,473.75) 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 Chairman Registered Office: GPT Centre, JC-25, Sector-III, Salt Lake, Kolkata - 700 098, India May 26, 2015 |