You are here » Home » Companies » Company Overview » GTPL Hathway Ltd

GTPL Hathway Ltd.

BSE: 540602 Sector: Media
NSE: GTPL ISIN Code: INE869I01013
BSE LIVE 15:40 | 17 Nov 142.55 -0.90
(-0.63%)
OPEN

140.00

HIGH

145.00

LOW

140.00

NSE 15:51 | 17 Nov 142.05 -1.15
(-0.80%)
OPEN

143.70

HIGH

145.00

LOW

140.00

OPEN 140.00
PREVIOUS CLOSE 143.45
VOLUME 2808
52-Week high 190.30
52-Week low 126.60
P/E 29.95
Mkt Cap.(Rs cr) 1,603
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 140.00
CLOSE 143.45
VOLUME 2808
52-Week high 190.30
52-Week low 126.60
P/E 29.95
Mkt Cap.(Rs cr) 1,603
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

GTPL Hathway Ltd. (GTPL) - Director Report

Company director report

dear members

Your Directors have pleasure in presenting the 11th Annual Report togetherwith Audited Accounts of the Company for the financial year ended on March 31 2017.

financial results and state of the company's affair

The financial performance of the Company for the financial year ended on March 312017is summarized as below:

Particulars

Standalone

Consolidated

Year ended

Year ended

March 31 2017 Audited March 31 2016 Audited March 31 2017 Audited March 31 2016 Audited
1. Income
a. Income from Operations 5888.24 4676.12 8908.07 7184.58
b. Other Operating Income 239.31 231.25 182.12 179.07
c. Other Income 252.86 30.94 327.21 79.19
Total Income 6380.41 4938.31 9417.40 7442.84
2. Expenses
a. Pay Channel Cost 2783.15 2342.52 3821.20 3276.52
b. Other Operational Expense 494.48 466.41 892.85 848.86
c. Employee Benefits Expense 445.16 380.11 1084.39 808.33
d. Finance Cost 506.11 369.80 579.65 444.63
e. Depreciation and Amortisation Expense 933.88 681.93 1394.44 1072.78
f. Other Expenses 655.76 558.75 1214.52 913.20
Total Expenses 5818.54 4799.52 8987.05 7364.32
3. Profit/(Loss) before Exceptional Items & Tax Expenses(1-2) 561.87 138.79 430.35 78.52
4. Share of Profit /(Loss) of Associates / Joint Ventures - - (22.52) 2.74
5. Profit / (Loss) before Tax (3+4) 561.87 138.79 407.83 81.28
6. Tax expense 161.00 14.97 145.42 44.35
a. Current Tax 98.06 265.37 181.54 323.80
b. Deferred Tax 62.94 (250.40) (36.12) (279.45)
7. Net Profit / (Loss) for the Period (5-6) 400.87 123.82 262.41 36.93
8. Profit/Loss from discontinuing operations Profit/ Loss from discontinued operation 74.81
Tax Expense of Discontinuing Operation - 49.76 - -
9. Profit /Loss From Discontinuing operations after Tax - 25.05 - -
10. Net profit for the year (after Tax) 400.87 148.87 262.41 36.93
11. Other Comprehensive Income / (Loss) (Net of Tax)
Items that will not be reclassified to profit or loss:
a. Re-measurements of defined benefit plans (2.62) 1.65 (2.62) 1.65
12. Total Other Comprehensive Income / (Loss) (after Tax) (2.62) 1.65 (2.62) 1.65
13. Total Comprehensive Income / (Loss) (after Tax) (10+12) 398.25 150.52 259.79 38.58
14. Profit / (Loss) attributable to :
- Owners of the Company - - 402.85 73.73
- Non Controlling Interests - - (140.42) (36.81)
15. Other Comprehensive Income / (Loss) attributable to:
- Owners of the Company - - (2.62) 1.65
- Non Controlling Interests - - - -
16. Total Comprehensive Income / (Loss) attributable to:
- Owners of the Company - - 400.23 75.38
- Non Controlling Interests - - (140.42) (36.81)
17. Earning Per Share - (basic diluted and not annualised) (in Rs.) 4.05 1.74 4.10 0.75

The Company has adopted Indian Accounting Standards (Ind AS) from 1st April 2016. Thefigures for the Year ended 31st March 2016 are also Ind AS compliant.

Standalone Operating Results:

During the year under review the Revenue from operations of the Company is Rs. 6127.55Million as compared to Rs. 4907.37 Million in the previous financial year. During the yearunder review the Company has earned a Profit Before Tax (PBT) of Rs. 561.87 Million andProfit After Tax (PAT) of Rs. 400.87 Million as compared to PBT of Rs. 138.79 Million andPAT of Rs. 148.87 Million respectively in the previous financial year.

Consolidated Operating Results:

During the year under review on a Consolidated basis your Company (together with itsSubsidiaries) has earned Revenue from Operations of Rs. 9090.19 Million as compared to Rs.7363.65 Million in the previous Financial Year. Correspondingly the Consolidated ProfitAfter Tax (PAT) registered during the year under review is Rs. 262.41 Million as comparedto the Consolidated Profit After Tax (PAT) of Rs. 36.93 Million in the previous financialyear.

The Company is focusing on its core business activities Cable Television business andInternet Service business mainly focused on use of high-tech advance technology qualityservices to the Customers and geographical expansion of business across India.

transfer to reserves

During the year under review the Company has not transferred any amount to reserves.

dividend

Your Directors has recommended a dividend of Rs. 1 (Rupee one) per fully paid-up equityshare of Rs. 10/- (Rupees Ten) each for the financial year ended March 312017aggregating to Rs. 112463038/- (Rupees Eleven Crores Twenty Four Lakhs Sixty ThreeThousand Thirty Eight only) subject to the approval of the shareholders for declarationin the ensuing Annual General Meeting of the Company

The Board of directors has closed the Register of Members and Share Transfer Books ofthe Company from Sunday September 17 2017 to Monday September 25 2017 (both daysinclusive) for the purpose of payment of dividend if declared.

change in the nature of the business and material commitment

There was no change in the nature of the business of the Company during the year. TheCompany and GTPL Broadband Private Limited a wholly owned subsidiary of the Companyentered into the slump sale agreement dated April 12016 for transfer of broadbandbusiness of the Company to GTPL Broadband Private Limited with effect from April 12016.The Company and Gujarat Television Private Limited entered into a slump sale agreement foracquisition of 7 general entertainment cable television channels by the Company witheffect from September 12016. Further from time to time our Company acquires primarysubscribers from local cable operators thereby enrolling them as our primary subscribers.

During the year under review the Company was converted into a public limited companypursuant to approval of the Board at their meeting held on August 23 2016 andshareholders at an extraordinary general meeting held on August 26 2016. Consequentlythe name of your Company was changed to 'GTPL Hathway Limited' and a fresh certificate ofincorporation consequent upon conversion to a public limited company was granted to yourCompany by the Registrar of Companies Ahmedabad on September 28 2016. During the yearyour Company came up with initial public offering of 28517650 equity shares of facevalue of Rs. 10 each ("equity shares”) for cash at a price of Rs. 170 per equityshare ("offer price”) aggregating to Rs. 4848 Million ("offer”)comprising a fresh issue of 14117650 equity shares at a price of Rs. 170 per equityshare (including a share premium of Rs. 160 per equity share) aggregating to Rs. 2400million ("fresh issue”) and an offer for sale of 14400000 equity shares at aprice of Rs. 170 per equity share. The Company filed "Red Herring Prospectus”with the Registrar of Companies Ahmedabad on June 09 2017.

The Bid/offer opened on June 212017 and closed on June 23 2017. The Anchor InvestorBid/Offer Opened on June 20 2017.

The shares of the Company were oversubscribed 1.53 times of the total offer and theCompany allotted 14117650 fresh equity shares of Rs. 10/- each at a premium of Rs.160/- per share on June 30 2017; and 14400000 equity shares were transferred anddelivery as an offer for sale of Rs. 10/- each at a premium of Rs. 160/- per share on June30 2017.

The Shares of the Company got listed on the National Stock Exchange of India Limitedand BSE Limited on July 04 2017.

There was no other material changes and commitments affecting the financial position ofthe Company occurred between the end of the financial year of the Company to which thefinancial statements relate and the date of the Report.

extract of annual return

The extract of Annual Return for the financial year 2016-17 as prescribed in the FormMGT-9 is given in the Annexure - 1 forming part of this Report.

subsidiary company in terms of the section 129 of the companies act 2013

As required under the Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 and the Companies Act 2013 a consolidatedfinancial statements presented by the Company in this Report include the financial resultsof the subsidiary company duly audited by the statutory auditors. The said statement hasbeen prepared pursuant to Section 129(3) read with Rule 5 of Companies (Accounts) Rules2014 and in accordance with the relevant accounting standards as prescribed under theCompanies Act 2013. The statement in Form AOC-1 is annexed with this report as Annexure- 2.

In terms of provisions of Section 136 of the Companies Act 2013 the Company shallplace separate audited accounts of the subsidiary companies on its website atwww.gtpl.net. The Company will make available physical copies of these documents uponrequest by any shareholders of the Company.

These documents shall also be available for inspection at the registered office of theCompany during business hours upto the date of ensuing Annual General Meeting.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SECTION188(1) OF THE COMPANIES ACT 2013

All the related party transactions are repetitive in nature and are entered on arm'slength basis and were in the ordinary course of business and in compliance with theapplicable provisions of the Statutes for the being. All Related party transactions arepresented to the Audit Committee on a quarterly basis. During the year under review therewere no transactions of material nature with the related parties that had potentialconflict with the interest of the Company. All related

party transactions are generally with its subsidiaries/associates/joint ventures andare entered into based on considerations of various business exigencies and are intendedto further the Company's interest. The Related Party Transactions Policy as approved bythe Board is uploaded on the Company's website at the web link: www.gtpl.net. There was nomaterial transactions during the financial year 2016-17 which requires disclosure in FormAOC-2.

transfer to the investor education and protection fund

There is no outstanding amount; i.e. nil amount with the Company which is required tobe transferred of the Investor Education and Protection Fund established by the CentralGovernment.

details of deposit as provided under chapter v of the companies act 2013

The Company has not accepted deposit from the public falling within ambit of theSection 73 of the Companies Act 2013 and the Companies Acceptance of Deposits) Rules2017.

details of significant and material orders passed by the registrars or courts ortribunals impacting the going concern status and company's operation in future

There were no significant and material orders passed by regulators or court ortribunals impacting the going concern status and the Company's operation in futurehowever there were some compounding of offences filed by the Company during the yearunder review are compounded which is detailed in Form MGT -9 attached to this AnnualReport.

details of adequacy of internal financial controls with reference to the financialstatements

A strong internal control culture is prevalent in the Company. A formalized system ofinternal controls facilitates effective compliance. The Internal Auditor monitors thecompliance with the objective of providing to the Audit Committee and the Board ofDirectors an independent and reasonable assurance on the adequacy and effectiveness of theorganization's governance processes.

details of directors and key managerial personnel who were appointed or have resignedduring the year

i. retirement by rotation

In accordance with the Articles of Association of the Company and relevant provisionsof the Companies Act 2013 Mr. Aniruddhasinhji Nogubha Jadeja (DIN 00461390) is liable toretire by rotation at the ensuing Annual General Meeting and being eligible offer himselffor reappointment.

The Board recommends his re-appointment in the ensuing 11th Annual General Meeting.

II. APPOINTMENT/RE-APPOINTMENT

Mr. Bharat Bhogilal Chovatia Mr. Kunal Chandra Ms. Parulben Pravinkumar Oza and Mr.Falgun Harishkumar Shah were appointed as additional directors by the Board with effectfrom September 28 2016 in the category of the independent directors. The Company hasreceived notices in writing from the members signifying their candidature for the officeof Directors of the Company.

Mr. Bharat Bhogilal Chovatia Mr. Kunal Chandra Ms. Parulben Pravinkumar Oza and Mr.Falgun Harishkumar Shah are independent directors and the Board recommend for theirappointments as independent directors in the ensuing Annual General Meeting for aconsecutive period of 5 years effective from September 28 2016 not liable to retire byrotation.

During the year under review Mr. Rajan Gupta was appointed as an additional Directorby the Board with effect from September 28 2016 in the category of Non-ExecutiveDirector. The Company has received notice in writing from a member signifying hiscandidature for the office of Directors of the Company.

The Board recommend the appointment of Mr. Rajan Gupta for the office of directorshipin the category of Non-Executive Director in the ensuing Annual General Meeting and heshall be liable to retire by rotation.

Mr. Aniruddhasinhji Nogubha Jadeja was re-appointed as the Managing Director of theCompany w.e.f. December 08 2016 for a period of 3 years. Mr. Amit Jayantilal Shah wasappointed as the Whole-time Director (Key Managrial Personnal) w.e.f. September 28 2016for a period of 5 years.

iii. cessation

During the year under review Mrs. Parul A. Jadeja Mr. Jagdish Kumar Pillai and Mr.Devender Shrotri Directors resigned from the office of Directorship with effect fromSeptember 26 2016.

Mr. Samson Jesudas and Mr. Kanaksinh Bhurubha Rana Directors resigned from the officeof Directorship with effect from September 28 2016.

The Board placed on record its appreciation for the valuable services rendered by Mrs.Parul Anirudhsinh Jadeja Mr. Jagdish Kumar Pillai Mr. Devender Shrotri Mr. SamsonJesudas and Mr. Kanaksinh Bhurubha Rana.

IV. KEY MANAGERIAL PERSONNEL (KMP)

Mr. Tarun Kumar was appointed as the Company Secretary (KMP) with effect from August23 2016. In addition to above Mr. Jayanta Kumar Haribandhu Pani was appointed as theChief Financial officer (KMP) with effect from September 28 2016. During the year Mr.Amit Jayantilal Shah was appointed as the Whole-time Director (KMP) w.e.f September 282016.

None of the Directors of the Company are disqualified under Section 164 of theCompanies Act 2013.

companies which became or ceased to be its subsidiaries joint ventures or associatecompanies -

During the year under review GTPL TV Tiger Private Limited became the subsidiarycompany of the Company.

auditors and their report

The Audit Committee and the Board of Directors of the Company in its respective meetingon August 08 2017 recommended the appointment of M/s. Khimji Kunverji & Co.Chartered Accountants (Firm Registration No. 105146W) as the Statutory Auditors of theCompany in place of existing Auditors M/s. J. B. Shah & Co. which expressed theirunwillingness to continued as the Statutory Auditors for their remaining tenor to holdthe office of the auditors from the conclusion of 11th Annual General Meeting until theconclusion of 16th Annual General Meeting of the Company subject to ratification at everyAnnual General Meeting

by the Members of the Company at such remuneration plus out of pocket expenses asshall be fixed by the Audit Committee/ Board later on in consultation with the StatutoryAuditors.

There is no qualification reservation or adverse remarks or disclaimer made by theAuditor in their report.

cost auditor's and their report

M/s. Rajendra Patel & Associates Cost Accountant was appointed for the year2016-17 in accordance with the provisions of Section 141 of the Companies Act 2 013.TheCompany has given necessary intimation to Central Government for the approval of suchappointment in Form CRA-2 in terms of the applicable provisions of the Companies Act 2013and rules made there under.

STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SECTION 149(6)

The Independent directors have submitted their disclosure to the Board that they fulfilall the requirements as to quality for their appointment as an Independent Director underthe provisions Section 149(6) of the Companies Act 2013 as well as the Securities andExchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015.

company's policy on directors' appointment and remuneration including criteria fordetermining qualifications

POSITIVE ATTRIBUTES INDEPENDENCE OF A DIRECTOR AND OTHER MATTERS AS PROVIDED UNDERSECTION 178(3) OF THE COMPANIES ACT 2013

The Company has formulated a Nomination and Remuneration Policy. Details areprovided in Corporate Governance Report forming part of this Annual Report.

particulars of loans guarantees or investments under section 186

During the year under review the Company has given loans/guarantees/made investment asper the provisions of the Companies Act 2013 details of which are given in the notes tostandalone financial statements of the Company.

statement indicating development and implementation of a risk management policy for thecompany including identification therein of elements of risk if any which in the opinionof the board may threaten the existence of the company

1. In line with the new regulatory requirements the Company has formally framed aRisk Management Policy to identify and assess the key risk areas and monitor the same. TheBoard periodically reviews the risks and suggests steps to be taken to control the risks.

2. Vigil Mechanism Policy

A fair and transparent work culture has been core to the Company. To meet thisobjective the Company had laid down the Vigil Mechanism Policy which was reviewed by theAudit Committee in its meeting August 08 2017. This Policy is available on the Company'swebsite at www.gtpl.net;

risk management

The Board of Directors of the Company has adopted the Policy of Risk Management toidentification evaluation monitoring and minimization of identifiable risks which helpsto protect the interest of various Stakeholders.

The assets of the Company are adequately insured against the loss of fire riotearthquake terrorism loss of profits etc. and other risks which considered necessary bythe Management.

statement of formal annual evaluation by the board of its own performance and of itscommittees and individual directors

In compliance with the Companies Act 2013 and the Securities and Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) Regulations 2015 the Companylaid down the evaluation criteria for performance evaluation of all the Directors.

The performance evaluation of the Independent Directors was done by the entire Boardexcluding the Independent Director being evaluated.

The Independent Directors/Nomination and Remuneration Committee of the Board of theCompany were evaluated the performance of non- Independent Directors and the Board as awhole.

This exercise was carried out through structured evaluation process covering variousaspects of the Board such as composition of the Board/ Committees experiencecompetencies performance of specific duties etc. Separate exercise was carried out toevaluate the performance of individual directors including the Chairman who were evaluatedon the parameters such as attendance contribution at the meeting independent judgmentetc. and was found to be satisfactory.

share capital and employees' stock option plan

During the year under review the Company did not issue any share capital.

Your Company had not provided any employee stock option.

DISCLOSURE AS REQUIRED UNDER SECTION 22 OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE(PREVENTION PROHIBITION AND REDRESSAL) ACT 2013

The Company has in place an Anti Sexual Harassment Policy in line with the requirementof the Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal)Act 2013.

The following is the summary of the complaints received and disposed off during thefinancial year 2016-17:

(a) Number of complaints received during the financial year 2016-17: Nil

(b) Number of complaints disposed off during the financial year2016-17: Nil

DISCLOSURE AS REQUIRED UNDER SUB-SECTION 12 OF THE SECTION 197 OF THE COMPANIES ACT2013 READ WITH SUB RULE 2 OF RULE 5 OF COMPANIES (APPOINTMENT AND REMUNERATION OFMANAGERIAL PERSONNEL) RULES 2014

In accordance with the Companies Act 2013 read with and Rules made there under theparticulars of employees who are drawing remuneration in excess of the limits is given inthe Annexure - 3 forming part of this Report.

DISCLOSURE PURSUANT TO SECTION 177(8) OF THE COMPANIES ACT 2013

The scope and terms of reference including composition of the Audit Committee is givenin Corporate Governance Report which forms part of the Annual Report. During the yearunder review the Board of Directors of the Company accepted all the recommendations ofthe Audit Committee.

listing and confirmation of fee

The securities of your Company have got listed at the BSE Limited and the NationalStock Exchange of India Limited. The Annual Listing fees for the year 201718 have beenduly paid to the Stock Exchanges. The Company has also paid the annual custody fee for theyear 2017-18 to both the depositories namely National Securities Depository Limited (NSDL)and Central Depository Services (India) Limited (CDSL). The Shares of the Company arecompulsorily tradable in dematerialized form.

corporate social responsibility

The Company has framed a Corporate Social Responsibility Policy in compliance with theprovisions of the Companies Act 2013 and the same is placed on the Company's website i.e.www.gtpl.net. The CSR committee confirms that the implementation and monitoring ofCorporate Social Responsibility Policy is in compliance with CSR objectives and policy ofthe Company.

The Annual report on the Corporate Social Responsibility activities of the Companypursuant to Section 135 of the Companies Act 2013 read with the Companies (CorporateSocial Responsibility Policy) Rules 2014 is annexed as Annexure - 4.

The Composition and other details of the Corporate Social Responsibility Committee isincluded in the Corporate Governance Report which forms part of the Board's Report.

number of meetings of the board

It is stated in and forms part of Corporate Governance Report forming part of thisAnnual Report.

CONSERVATION OF ENERGY RESEARCH & DEVELOPMENT TECHNOLOGY ABSORPTIONS AND FOREIGNEXCHANGE EARNINGS AND OUTGO

The information pertaining to conservation of energy research & developmenttechnology absorption and foreign exchange earnings and outgo pursuant to Section134(3)(m) of the Companies Act 2013 read with Rule 8(3) of Companies (Accounts) Rules2014 is given as per Annexure - 5 and forms part of the Board's Report.

right of member to copies of audited financial statement

Having regard to the provisions of the first proviso to Section 136(1) of the Act theannual report is being sent to the members of the Company. The said information isavailable at the website of the Company and is available for inspection at the registeredoffice of the Company during working hours and any member interested in obtaining suchinformation may write to the Company Secretary and the same will be furnished on request.

management discussion and analysis

Management Discussion and Analysis covering matters on industry structure anddevelopments outlook risks internal control systems and their adequacy among others isannexed to this Report as Annexure - 7.

secretarial standards

The Company has complied with the Secretarial Standards issued by the Institute ofCompanies Secretaries of India.

secretarial audit and appointment of the secretarial auditor

The Company had appointed M/s. Samdani Shah & Kabra Company Secretaries to holdthe office of the Secretarial Auditors and to conduct the Secretarial Audit for thefinancial year 2016-17. The Secretarial Audit Report in this regard is being attached asAnnexure - 6 to this Report and Management reply on the comments / observations by theSecretarial Auditor is hereunder:

Observation of Secretarial Auditor Management reply
The Company was required to appoint Independent Director Our Company was incorporated as a private limited company. On October 12 2007. Mr. Aniruddhasinhji Jadeja Mr. Karansinh Jadeja Mr. Kanaksinh Rana and GTPL Holding Private Limited entered into a Share Purchase and Shareholders' Agreement ("SSA”). Pursuant to the SSA Hathway disclosed our Company as its subsidiary from the date of the SSA. However our Company had considered Hathway as associate company. Subsequently in the board meeting of our Company held on 17th December 2015 Board decided to consider our Company as subsidiary of Hathway Cable & Datacom Limited with effect from October 12 2007. Accordingly all the Compliances made by the Company were as per Pvt Ltd Co. Since the subsidiary of a public co. is also a public co. and therefore we need to comply with the provisions.

The Company has appointed independent Director as on 28th September 2016. Subsequently Company has compounded the offence and Complied with the provision of Companies Act2013.

compliance with code of conduct and other policies adopted by the company

(a) Code of Conduct for Directors Key Managerial Personnel and Senior Management

Pursuant to Regulation 17(5) reads with Regulation 26(3) of the Securities and ExchangeBoard of India (Listing Obligations and Disclosure Requirements) Regulations 2015 hasformulated and adopted this Code of Conduct for Directors Key Managerial Personnel andSenior Management ("Code of Conduct”) with a view to maintain high standards oftransparency in governance in day to day business conduct to serve as a guideline foraddressing situations involving ethical issues in all spheres of activities of theorganization and to induce and recognize the virtues of honesty and accountability to beobserved by the members of the Board of Directors and senior management personnel of theCompany while carry out business of the Company.

A declaration issued by the Managing Director of the Company regarding adherence to theCode of Conduct of the Company by the members of the Board and Senior Management Personnelis attached as Annexure - 8.

(b) Insider Trading Regulations Policy and other policies

The Company has formulated and adopted a "Code of Internal Practices andProcedures for Fair Disclosures of Unpublished Price Sensitive Information ("Code forFair Disclosure”) and a "Code of Conduct to Regulate Monitor and Report Tradingby Insiders” ("Code for Insider Trading”) as amended from time to time(hereinafter collectively referred as "Code” ) to preserve the confidentialityof Unpublished Price Sensitive Information and to prevent misuse of such information bythe Insiders i.e. Designated person and Connected Person of the Company. The said Codelays down guiding principles which advises them on procedure to be followed disclosuresto be made and prohibition of trading during window closure while dealing in the shares ofthe Company. The said Code and other policies formulated and adopted by the Company isavailable on the website of the Company at www.gtpl.net.

corporate governance

Your Company is committed to good Corporate Governance practices in terms of theSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015 and the guidelines prescribed by the Securities and Exchange Board ofIndia and Stock Exchanges from time to time. The report on Corporate Governance isattached in Annexure - 9 and forming part of the Board's Report.

The requisite Certificate from Mr. Chirag Shah practicing company secretary M/s.Chirag Shah & Associates confirming compliance with the conditions of CorporateGovernance is annexed as Annexure - 10 in this Annual Report and forming part of thisAnnual Report.

directors' responsibility statement

Pursuant to Section 134(3)(c) of the Companies Act 2013 the Directors confirm that:

a. In the preparation of the Annual Accounts for the financial year ended 31st March2017 the applicable accounting standards have been followed along with proper explanationrelating to material departures;

b. Appropriate accounting policies have been selected and applied them consistently andmade judgement and estimates that are reasonable and prudent so as to give a true and fairview of the state of affairs of your Company at the end of the financial year and of theprofit of the Company for the year under review;

c. Proper and sufficient care had taken for the maintenance of adequate accountingrecords for safeguarding the assets of your Company and for preventing and detecting fraudand other irregularities;

d. The Annual Accounts prepared on a 'going concern' basis; and

e. Internal financial controls to be followed by the Company and that such internalfinance controls are adequate and were operating effectively.

"Internal financial controls” means the policies and procedures adopted bythe Company for ensuring the orderly and efficient conduct of its business includingadherence to Company's policies the safeguarding of its assets the prevention anddetection of frauds and errors the accuracy and completeness of the accounting recordsand the timely preparation of reliable financial information;

f. Proper systems devised to ensure compliance with the provisions of all applicablelaws and that such systems were adequate and operating effectively. Compliance Certificatein relation to Audited Annual Financial Statements (Standalone and Consolidated) of GTPLHatway Limited ("Company”) for the financial year ended March 31 2017 pursuantto Regulation 17 (8) read with Part B of Schedule II and Regulation 33 of the Securitiesand Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015 is annexed as Annexure - 11.

health safety and environmental protection

Your Company has complied with all the applicable health safety and environmentalprotection laws to the extent applicable.

human resource development

Your Company's Human Resource Management focus continues to be in making available atalent pool for meeting challenges in the competitive market place which is increasinglybecoming tougher. Development plans have been drawn up for key managers to shoulder higherresponsibilities as well as to increase their job effectiveness. Your Company alwaysencourages young personnel with their ideas and views. Management is easily accessible tothe employees and their problems are attended promptly. The employer - employee relationsremained cordial at all levels of the Company and peaceful throughout the year.

acknowledgements

Your Directors place on record their appreciation for the overwhelming co-operation andassistance received from the Company's esteemed Shareholders valued Customers SuppliersBusiness Associates Bankers Vendors various government authorities Auditors amongothers for their valuable contribution and continued support and to all the persons whoreposed faith and trust in the Company.

Your Directors also place on record their appreciation for the committed servicesrendered by all employees at all levels without whose wholehearted efforts the overallperformance of the Company would not have been possible. Your Directors also appreciateand value the contribution made by every member of the GTPL family across India.

Your support as shareholders is greatly valued.

Your Directors thank you and look forward the future prospect of the Company.

For and on behalf of the Board of Directors

Rajan Gupta Aniruddhasinhji Nogubha Jadeja
Place : Ahmedabad Chairman Managing Director
Date : August 08 2017 DIN:07603128 DIN: 00461390