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GPT Infraprojects Ltd.

BSE: 533761 Sector: Infrastructure
NSE: GPTINFRA ISIN Code: INE390G01014
BSE LIVE 15:26 | 21 Sep 167.50 -2.75
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170.00

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170.00

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NSE 15:11 | 21 Sep 167.30 -2.05
(-1.21%)
OPEN

170.85

HIGH

170.85

LOW

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OPEN 170.00
PREVIOUS CLOSE 170.25
VOLUME 37926
52-Week high 187.90
52-Week low 96.03
P/E 49.70
Mkt Cap.(Rs cr) 487
Buy Price 167.50
Buy Qty 130.00
Sell Price 167.75
Sell Qty 21.00
OPEN 170.00
CLOSE 170.25
VOLUME 37926
52-Week high 187.90
52-Week low 96.03
P/E 49.70
Mkt Cap.(Rs cr) 487
Buy Price 167.50
Buy Qty 130.00
Sell Price 167.75
Sell Qty 21.00

GPT Infraprojects Ltd. (GPTINFRA) - Director Report

Company director report

Your Directors are pleased to present the 37th Annual Report of the Companyand the audited Financial Statements for the financial year ended 31st March2017.

Rs. in Lacs except per share data

Results of Operations

(Rs. 1 Lac equals C100000)

Standalone Consolidated
Particulars 2016-17 2015-16 2016-17 2015-16
Earnings before Interest Tax Depreciation and Amortization (EBITDA) 5761.10 5847.25 7230.41 7434.89
Finance Cost 3173.09 3268.98 3343.92 3530.43
Depreciation & Amortization 1259.79 1149.86 1803.39 1905.64
Profit / (Loss) before tax (PBT) 1328.22 1428.41 2083.10 1998.82
Tax Expense / (Credits) 280.06 444.11 487.66 716.61
Profit after tax (PAT) 1048.16 984.30 1595.44 1282.21
Minority Interest - - 38.22 52.90
Profit after tax and minority interest 1048.16 984.30 1557.22 1229.31
Surplus in statement of profit and loss brought forward 6345.43 5688.47 8458.82 7473.00
Excess provision for dividend tax written back 17.93 - 17.93 -
Transfer from Capital redemption reserve fund - - - 83.85
Amount available for appropriation 7411.52 6672.77 10033.97 8786.16
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 7236.48 6345.43 9858.93 8458.82
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. 37994 Lacs andRs. 51688 Lacs in comparison with the previous year amounting to Rs. 36109 Lacs and Rs.50909 Lacs for standalone and consolidated respectively.

EBITDA for the year under review is Rs. 5761 Lacs and Rs. 7230 Lacs in comparisonwith the previous year amounting to Rs. 5847 Lacs and Rs. 7435 Lacs for standalone andconsolidated respectively.

PAT for the year under review is Rs. 1048 Lacs and Rs. 1595 Lacs in comparison withthe previous year amounting to Rs. 984 Lacs and Rs. 1282 Lacs for standalone andconsolidated respectively.

Concrete Sleeper Business

During 2016-17 this business recorded total revenue of Rs. 2810 Lacs and Rs. 7149Lacs in comparison with the previous year amounting to Rs. 2867 Lacs and Rs. 8817 Lacsfor standalone and consolidated respectively.

The production in the manufacturing facilities set up in Tsumeb Namibia formanufacture and supply of concrete sleepers in joint venture with Transnamib HoldingsLimited Namibia (A Government of Namibia undertaking) namely GPT Transnamib ConcreteSleepers (Pty) Limited has recorded a turnover of N$62188184 (RS. 2972 Lacs) and profitafter tax (PAT) N$11111922 (RS. 531 Lacs) in comparison with previous year amounting toN$ 73393696 (RS. 3517 Lacs) and N$ 8043120 (Rs. 385 Lacs) respectively.

The manufacture and supply of concrete sleeper at the Company's South Africansubsidiary namely GPT Concrete Products South Africa Pty Limited is smoothly going on andthe said subsidiary has recorded a turnover of ZAR 71309894 (RS. 3408 Lacs) and a PATof ZAR 2580143 (RS. 123 Lacs) in comparison with previous year amounting to ZAR99258937 (RS. 4756 Lacs) and ZAR 3399660 (RS. 163 Lacs) respectively.

Infrastructure Business

During 2016-17 this division contributed a revenue of Rs. 34382 Lacs and Rs. 43963Lacs against that of Rs. 32689 Lacs and Rs. 41392 Lacs for the previous year forstandalone and consolidated respectively. This business segment currently has order bookof Rs. 1630 cr approximately.

Dividend

The Board of Directors ("the Board") had declared two interim dividends onefor Rs. 1 each per share and another for Rs. 1.50 each per share aggregating to Rs. 2.50of Rs. 10/- each per share for the financial year 2016-17. Your Board has considered thesaid interim dividends as final.

Reserves

It is not proposed by the Board of your Company to transfer any amount to Reserves forthe year ended 31st March 2017.

Credit Rating

The long term credit facilities continues to be rated by Credit Analysis & ResearchLtd. (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 AccountingStandard (AS)-21 on Consolidated Financial Statements read with AS-23 on Accounting forInvestments in Associates and AS-27 on Financial Reporting of Interests in Joint Venturesthe 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 orassociate companies have become or ceased to be Company's subsidiaries joint ventures orassociate companies. A report on the performance and financial position of each of thesubsidiaries associates and joint venture companies as per the Act is provided as anAnnexure to the consolidated financial statement and hence not repeated here for the sakeof brevity. The Policy for determining material subsidiaries as approved may be accessedon the Company's web site 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 2017 theapplicable accounting standards read with requirements set out under Schedule III to theAct have been followed and there are no material departures from the same;

b) the Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at March 31 2017 and of the profit ofthe Company for the year ended on that date;

c) the Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets 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 theCompany and that such internal financial controls are adequate and are operatingeffectively; and

f) the Directors have devised proper systems to ensure compliance with the provisionsof 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 andadhere to the corporate governance requirements set out under the provisions of the Actand SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015("Listing Regulations"). The report on Corporate Governance as stipulated underthe Act and Listing Regulations forms an integral part of this Report. The requisitecertificate from a Practicing Company Secretary confirming compliance with the conditionsof 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 isnot required to constitute a Risk Management Committee. The Company has however laid downprocedures to inform Board members about the risk assessment and minimization procedures.The Company's management systems organizational structures processes standards code ofconduct Internal Control and Internal Audit methodologies and processes that governs asto how the Company conducts the business of the Company and manages associated risks. TheCompany has also adopted Risk Assessment Minimization and Control Procedures.

At present the Company has not identified any element of significant risk which maythreaten the existence of the Company.

Contracts and arrangements with related parties

In line with the requirements of the Act and Listing Regulations your Company hasformulated a Policy on Related Party Transactions which is also available on Company'swebsite at http://www.gptinfra.in/investors/ corporate_policies.php. The Policy intends toensure that proper reporting approval and disclosure processes are in place for alltransactions between the Company and Related Parties. This Policy specifically deals withthe review and approval of Material Related Party Transactions keeping in mind thepotential or actual conflicts of interest that may arise because of entering into thesetransactions. All Related Party Transactions are placed before the Audit Committee forreview and approval. Prior omnibus approval is obtained for Related Party Transactions ona quarterly basis for transactions which are of repetitive nature and / or entered in theOrdinary Course of Business and are at Arm's Length. All Related Party Transactionsentered 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 theannual consolidated turnover as per the last audited financial statements were enteredinto during the year by your Company. Accordingly the disclosure of Related PartyTransactions as required under Section 134(3)(h) of the Act in Form AOC 2 is notapplicable.

Corporate Social Responsibility (CSR)

The Corporate Social Responsibility Committee of the Board has formulated andrecommended to the Board a Corporate Social Responsibility Policy (CSR Policy) indicatingthe activities to be undertaken by the Company which has been approved by the Board. TheCSR 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 tofinancial statements. During the year such controls were tested and no reportablematerial 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 theCompany:

(i) Mr. Vaibhav Tantia Director & COO of the Company retires by rotation at theensuing 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 onand with effect from 23rd May 2017 because of his personal reasons. The Boardof Directors place on record their deep appreciation for the enormous contributions madeby Dr. Som as the Independent Director of the Company from 2007 to 2017. The Company andthe Board benefitted immensely from Dr. Som's vast experience knowledge and insights ofthe industry and operations of the Company.

(iii) The Company has appointed Mr. Kashi Prasad Khandelwal as an AdditionalNon-Executive Independent Director with effect from 23rd May 2017 subject toapproval of the shareholders in the ensuing AGM for a period of five (5) consecutive yearsfrom the date of 37th Annual General Meeting of the Company up to theconclusion of the 42nd Annual General Meeting of the Company and the saidappointment is subject to the maximum permissible Directorships that one can hold as perthe provisions of the Companies Act 2013 and the Listing Regulations and his office shallnot be liable to retire by rotation.

(iv) During the year under review Mr. Indranil Mitra the erstwhile Company SecretaryKMP and Compliance Officer of the Company has resigned from the services of the Companywith effect from 5th April 2017 and in his place Mr. Anatha BandhabaChakrabartty has been appointed as the Company Secretary KMP and Compliance officer ofthe 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 Companyconfirming that they meet the criteria of independence as prescribed both under theCompanies Act and Listing Regulations. None of the Directors have incurred anydisqualification under the Act.

Board Evaluation and Remuneration Policy

The Company has devised a Policy for performance evaluation of Independent DirectorsBoard Committees the Chairman and other individual Directors which includes criteria forperformance evaluation of the non-executive Directors and executive Directors. On thebasis of Policy approved by the Board for performance evaluation of

Independent Directors Board Committees and other individual Directors a process ofevaluation was followed by the Board for its own performance and that of its Committeesand individual Directors. The details of programmes for familiarization of IndependentDirectors with the Company their roles rights responsibilities in the Company natureof the industry in which the Company operates business model of the Company and relatedmatters 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 asAnnexure – II.

Ratio of Remuneration of Executive Directors to the median remuneration of theemployees of the Company as on 31st March 2017:

(a) The Ratio of remuneration of Executive Directors to the median remuneration ofemployees of the Company is given below:

Name of the Director* Remuneration per annum Median Remuneration per annum Ratio (Remuneration of Director to Median Remuneration)
(Amount in Rs. in Lacs) (Amount in Rs. in Lacs)
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 profitamounting to Rs. 15.25 Lacs as well.

(b) The percentage increase in remuneration of each Director Chief Financial OfficerChief Executive Officer Company Secretary or Manager if any during the financial yearunder 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 financialyear (w.e.f 1st April 2016):(-) 6.74 %

(d) The number of permanent employee on the rolls of the Company was 1141 as on 31stMarch 2017 as against 729 as on 31st March 2016.

(e) Average percentile increase already made in the salaries of employees other thanthe KMPs in the last financial year and its comparison with the percentile increase in themanagerial remuneration and justification thereof and point out if there are anyexceptional 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 employeesmainly in supervisory level at construction sites.

(f) Remuneration paid to Directors and KMPs is as per the Remuneration Policy of theCompany.

(g) Remuneration stated hereinabove for the purpose of comparisons etc. includes basicsalary 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 financialyear was in receipt of remuneration for that year which in the aggregate was not lessthan one cr two lacs rupees or if employed for a part of the financial year was inreceipt of remuneration for any part of that year at a rate which in the aggregate wasnot 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 yearwhich in the aggregate or as the case may be at a rate which in the aggregate is inexcess of that drawn by the Managing Director or Whole-time Director or Manager and holdsby himself or along with his spouse and dependent children not less than two percent ofthe equity shares of the Company.

Human Resources:

Your Company treats its "Human Resources" as one of its most importantassets. Your Company continuously invests in attraction retention and development oftalent on an ongoing basis. Your Company believes in the promotion of talent internallythrough job rotation and job enlargement.

Listing With Stock Exchanges

Your Company is presently listed with BSE Limited (BSE) and also got listed withNational Stock Exchange of India Limited (NSE) with effect from 20th July2016. The details of trading listing fees etc. are given in the Corporate GovernanceReport. Further the Company had voluntarily De-listed its securities from Calcutta StockExchange (CSE) with effect from 20th September 2016 because there were notransactions in this exchange since long.

Auditors And Auditors' Report

Statutory Auditors

M/s. S. R. Batliboi & Co LLP Chartered Accountants Statutory Auditors of theCompany were appointed in the 34th Annual General Meeting held on 29thAugust 2014 for a period of five years from conclusion of 34th Annual GeneralMeeting till the conclusion of the next 5 consecutive Annual General Meeting subject toratification of their appointment by the members at every subsequent Annual GeneralMeeting. They have confirmed their eligibility to the effect that their re-appointment ifmade would be within the limits prescribed under the Act and that they are notdisqualified for re-appointment.

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

Auditors' Report

i. Qualified Opinion given in the Auditor's Report on standalone financial statementsread with note no 27(C) forming part of the standalone financial statements areself–explanatory and do not call for any further comments.

ii. Emphasis of Matter given in the Auditor's Report on standalone financial statementsread with note no 27(B) forming part of the standalone financial statements areself–explanatory and do not call for any further comments.

Cost Auditors

The Board had appointed M/s. S.K. Sahu & Associates Cost Accountants as CostAuditors for conducting the audit of cost records of the Company for the financial year2016–17 and necessary Form for their appointment was filed by the Company with theMinistry of Corporate Affairs within due date. The said Auditors would be conducting theaudit of Cost records for the year ended 31st March 2017 and submit theirreport in due course.

Secretarial Auditor

The Board has appointed M/s. J. Patnaik & Associates Company Secretary inPractice to conduct Secretarial Audit for the financial year 2016-17. The SecretarialAudit Report in Form MR-3 for the financial year ended on March 31 2017 is annexedherewith marked as Annexure-III to this Report. The Secretarial Audit Report does notcontain 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. Kunal Kumthekar Nominee Director and Mr. K. P.Khandelwal Independent Director who was appointed with effect from 23rd May2017 in place of Dr. N. N. Som who has resigned from the Directorship of the Company witheffect from 23rd May 2017. All the recommendations made by the Audit Committeewere accepted by the Board.

Vigil Mechanism

The Vigil Mechanism of the Company also incorporates a whistle blower policy in termsof the Listing Agreement. Protected disclosures can be made by a whistle blower through ane-mail or a letter to the Chairman of the Audit Committee. The Policy on vigil mechanismand 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 detailsplease 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 providedalong with the purpose for which the loan or guarantee or security is proposed to beutilized by the recipient are provided in the standalone financial statement (Please referto 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 foreignexchange earnings and outgo as required to be disclosed under the Act are provided inAnnexure –IV to this Report.

Extract of Annual Return

Extract of Annual Return of the Company is annexed herewith as Annexure –V to thisReport.

Unpaid/Unclaimed Dividend

As on 31st March 2017 the Company is having a sum of Rs. 8287.25(Previous Year Rs. 10894.25) as unpaid/unclaimed dividend lying in its Unpaid DividendAccount with Banks. During the year under review no amount which remained unclaimed andunpaid for a period of seven years is due for transfer to Investor's Education andProtection Fund.

GENERAL

Your Directors state that no disclosure or reporting is required in respect of thefollowing 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 underany scheme.

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

5. No significant or material orders were passed by the Regulators or Courts orTribunals 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 casesfiled pursuant to the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013.

7. There were no material changes & commitments affecting financial position of theCompany occurring between the date of Financial Statements and the Board's Report.

8. There were no frauds reported by auditors under subSection (12) of Section 143 otherthan those which are reportable to the Central Government.

Acknowledgement

Your Directors would like to express their sincere appreciation for the assistance andco-operation received from the financial institutions banks Government authoritiescustomers vendors and members during the year under review. Your Directors also wish toplace on record their deep sense of appreciation for the committed services by theCompany'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