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GPT Infraprojects Ltd.

BSE: 533761 Sector: Infrastructure
NSE: GPTINFRA ISIN Code: INE390G01014
BSE LIVE 15:40 | 18 Aug 147.40 -4.30
(-2.83%)
OPEN

145.85

HIGH

151.60

LOW

145.15

NSE 05:30 | 01 Jan Stock Is Not Traded.
OPEN 145.85
PREVIOUS CLOSE 151.70
VOLUME 44117
52-Week high 176.40
52-Week low 96.03
P/E 41.88
Mkt Cap.(Rs cr) 429
Buy Price 0.00
Buy Qty 0.00
Sell Price 147.40
Sell Qty 50.00
OPEN 145.85
CLOSE 151.70
VOLUME 44117
52-Week high 176.40
52-Week low 96.03
P/E 41.88
Mkt Cap.(Rs cr) 429
Buy Price 0.00
Buy Qty 0.00
Sell Price 147.40
Sell Qty 50.00

GPT Infraprojects Ltd. (GPTINFRA) - Director Report

Company director report

Directors’ Report

Your Directors are pleased to present the 36th Annual Report of the Company and theaudited 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. 100000)

Particulars Standalone Consolidated
2015-16 2014-15 2015-16 2014-15
Earnings before Interest Tax Depreciation and Amortization (EBITDA) 5847.25 4528.19 7434.89 6116.08
Finance Cost 3268.98 3383.89 3530.43 3554.76
Depreciation & Amortization 1149.86 1155.70 1950.64 1976.25
Profit / (Loss) before tax (PBT) 1428.41 (11.40) 1998.82 585.07
Tax Expense / (Credits) 444.11 (119.45) 716.61 169.05
Profit after tax (PAT) 984.30 108.05 1282.21 416.02
Minority Interest - - 52.90 6.11
Profit after tax and minority interest 984.30 108.05 1229.31 409.91
Surplus in statement of profit and loss brought forward 5688.47 5594.33 7473.00 7077.00
Transfer from Capital redemption reserve fund - - 83.85 -
Amount available for appropriation 6672.77 5702.38 8786.16 7486.91
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 6345.43 5688.47 8458.82 7473.00
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. 36109 Lacs andRS. 50909 Lacs in comparison with the previous year amounting to RS. 25027 Lacs and Rs.39201 Lacs for standalone and consolidated respectively. EBITDA for the year under reviewis RS. 5847 Lacs and RS. 7435 Lacs in comparison with the previous year amounting to RS.4528 Lacs and RS. 6116 Lacs for standalone and consolidated respectively. PAT for theyear under review is RS. 984 Lacs and RS. 1282 Lacs in comparison with the previous yearamounting 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. 2867 Lacs and RS. 8817Lacs in comparison with the previous year amounting to RS. 2857 Lacs and RS. 9120 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$73393696 ( RS. 3517 Lacs) andprofit after tax (PAT) N$8043120 ( RS. 385 Lacs) in comparison with previous yearamounting to N$57792091 ( RS. 2992 Lacs) and N$8566623 (C 474 Lacs) respectively. Thecapacity of the said manufacturing facility in Namibia has been increased from 125000nos. of sleeper to 200000 nos. per annum.

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 ZAR99258937 (C 4756 Lacs) and a PAT ofZAR3399660 ( RS. 163 Lacs) in comparison with previous year amounting to ZAR91997960(C 5088 Lacs) and ZAR2271820 ( RS. 118 Lacs) respectively.The capacity of the saidmanufacturing facility in South Africa has been increased from 250000 nos. of sleeper to500000 nos. per annum.

Infrastructure Business

During 2015-16 this division contributed a revenue of RS. 32689 Lacs and RS. 41392Lacs against that of RS. 20542 Lacs and RS. 28987 Lacs for the previous year forstandalone and consolidated respectively. This business segment currently has order bookof RS. 1825 Crore approximately.

Dividend

The Board of Directors ("the Board") had declared two interim dividends eachof 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 forthe year ended 31st March 2016.

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-.

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 Accountingfor Investments in Associates and AS - 27 on Financial Reporting of Interests in JointVentures 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 venturesor associate companies have become or ceased to be Company’s subsidiaries jointventures or associate companies. A report on the performance and financial position ofeach of the subsidiaries associates and joint venture companies as per the Act isprovided as an Annexure to the consolidated financial statement and hence not repeatedhere for the sake of brevity. The Policy for determining material subsidiaries as approvedmay 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 yearended March 31 2016 the applicable accounting standards read with requirements set outunder Schedule III to the Act have been followed and there are no material departuresfrom the same; b) the Directors have selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company as at March 31 2016 andof the profit of the Company for the year ended on that date; c) the Directors have takenproper and sufficient care for the maintenance of adequate accounting records inaccordance with the provisions of the Act for safeguarding the assets of the Company andfor preventing and detecting fraud and other irregularities; d) the Directors haveprepared the annual accounts on a ‘going concern’ basis; e) the Directors havelaid down internal financial controls to be followed by the Company and that such internalfinancial controls are adequate and are operating effectively; and f) the Directors havedevised proper systems to ensure compliance with the provisions of all applicable laws andthat 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 ActListing Agreement and SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 ("Listing Regulation"). The report on Corporate Governance as stipulatedunder the Act Listing Agreement and Listing Regulation forms an integral part of thisReport. The requisite certificate from a Practicing Company Secretary confirmingcompliance with the conditions of corporate governance is attached to the report onCorporate Governance.

Business Risk Management

Pursuant to the provisions of Regulation 21 of the Listing Regulation 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 standardscode of conduct Internal Control and Internal Audit methodologies and processes thatgoverns as to how the Company conducts the business of the Company and manages associatedrisks. The Company 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 Listing Agreement and Listing Regulationyour Company has formulated a Policy on Related Party Transactions which is also availableon Company’s website at http://www.gptinfra.in/investors/ corporate_policies.php. ThePolicy intends to ensure that proper reporting approval and disclosure processes are inplace for all transactions between the Company and Related Parties. This Policyspecifically deals with the review and approval of Material Related Party Transactionskeeping in mind the potential or actual conflicts of interest that may arise because ofentering into these transactions. All Related Party Transactions are placed before theAudit Committee for review and approval. Prior omnibus approval is obtained for RelatedParty Transactions on a quarterly basis for transactions which are of repetitive natureand / or entered in the Ordinary Course of Business and are at Arm’s Length. AllRelated Party Transactions entered during the year were in Ordinary Course of the Businessand 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 CSRactivities 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 was observed.

Directors and Key Managerial Personnel

In accordance with the provisions of the Act and the Articles of Association of theCompany: (i) Mr. S.G. Tantia Managing Director of the Company retire by rotation at theensuing 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 GeneralMeeting held on 1st September 2015 for a tenure of 5 years until the conclusion of 40thAnnual General Meeting of the Company and his office shall not be liable to retire byrotation.

(iii) During the year under review Mr. Soubhagya Parida the erstwhile CompanySecretary of the Company resigned from the service of the Company w.e.f 14th November 2015and in his place Mr. Indranil Mitra was appointed as the Company Secretary of the Companyw.e.f. 15th December 2015. (iv) Mr. S.G. Tantia Managing Director Mr. Atul TantiaExecutive Director and Mr. Vaibhav Tantia Director & COO of the Company werere-appointed at the Board Meeting with the recommendation of Nomination & RemunerationCommittee held on 13th August 2015 as per Companies Act 2013 for a period of 3 yearsfrom 1st August 2015 to 31st July 2018 and subject to the requisite approval of theshareholders at the ensuing Annual General Meeting.

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 the ActListing 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 DirectorsBoard Committees and other individual Directors which includes criteria for performanceevaluation of the Non-Executive Directors and Executive Directors. On the basis of Policyapproved 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 thelink: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 2016:

(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 (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 amountingto RS. 16.42 Lacs.

(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 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 financialyear (w.e.f. 1st April 2015): 10% (Rs. ) The number of permanent employees on the rollsof the Company was 729 as on 31st March 2016 (e) Explanation on the relationship betweenaverage increase in remuneration and Company performance: Looking at the organisationalperformance and the overall industry your Company has fared well. The growth in theCompany performance and the average increase in remuneration is closely linked to thegrowth.

(f) Comparison of remuneration of the Key Managerial Personnel (KMPs) against theperformance of the Company:

Remuneration of KMPs for 158.75
FY 2014-15 (C in Lacs)
Remuneration of KMPs for 172.24
FY 2015-16 (C in Lacs)
% increase in remuneration of KMPs 8%
Total Revenue of FY 2014-15 (C in Lacs) 25027.35
Total Revenue of FY 2015-16 (C in Lacs) 36109.38
% increase in Revenue 44%

(g) Variations in the market capitalization of the Company price earnings ratio andpercentage increase over decrease in the market quotations of the shares of the Company incomparison 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 320.53 179.46
(C in Crore)
Price Earnings Ratio 24.65x 42.55x
(Consolidated)
Price Earnings Ratio 32.13x 164.53x
(Standalone)
Rate at which the Company C 10 per share
came out with last public
offer i.e. in 1985
Share Price as at the close RS. 238.05
of 24th May 2016
Percentage Increase / 2280%
(Decrease) in Share Price
(after the last public offer)

(h) 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) 11%
Percentile increase in the remuneration of 8%
KMPs (B)
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 theCompany.

(k) Remuneration stated hereinabove for the purpose of comparisons etc. includes basicsalary 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 financialyear was in receipt of remuneration for that year which in the aggregate was not lessthan sixty lakh rupees or if employed for a part of the financial year was in receipt ofremuneration for any part of that year at a rate which in the aggregate was not lessthan 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 None
Manager of the Company

(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 The Calcutta Stock ExchangeLimited (CSE). The details of trading listing fees etc. are given in the CorporateGovernance Report. Further the Company had made an application to list its equity shareswith National Stock Exchange of India Limited and De-list its securities with CSE.

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 29th August 2014 for aperiod of five years from conclusion of 34th Annual General Meeting till the conclusion ofthe next 5th Annual General Meeting subject to ratification of their appointment by themembers at every subsequent Annual General Meeting. They have confirmed their eligibilityto the effect that their re-appointment if made would be within the limits prescribedunder the Act and that they are not disqualified for re-appointment. The Notes onfinancial statement referred to in the Auditors’ Report are self-explanatory and donot call for any further comments.

Auditors’ Report i. Qualified Opinion given in the Auditor’s Report onstandalone financial statements read with note no 27(C) forming part of the standalonefinancial statements are self–explanatory and do not call for any further comments.ii. Emphasis of Matter given in the Auditor’s Report on standalone financialstatements read with note no 27(B) forming part of the standalone financial statementsare 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 CostAuditors for conducting the audit of cost records of the Company for the financial year2015–16 and necessary application for their appointment was filed by the Company withthe Ministry of Corporate Affairs within due date. The said Auditors would be conductingthe audit of Cost records for the year ended 31st March 2016 and submit their report indue course.

Secretarial Auditor

The Board has appointed M/s. J. Patnaik & Associates Company Secretary inPractice to conduct Secretarial Audit for the financial year 2015-16. The SecretarialAudit Report for the financial year ended on 31st March 2016 is annexed herewith marked asAnnexure-III to this Report. The Secretarial Audit Report does not contain anyqualification 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 andMr. Kunal Kumthekar Nominee Director as other members. All the recommendations made bythe Audit Committee were 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

Five 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 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 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 2016 the Company is having a sum of RS. 10894.25 (Previous Year RS.1887.25) 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 ofseven 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 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.

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.

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