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GVK Power & Infrastructure Ltd.

BSE: 532708 Sector: Engineering
NSE: GVKPIL ISIN Code: INE251H01024
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VOLUME 4028673
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OPEN 12.85
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VOLUME 4028673
52-Week high 13.68
52-Week low 5.05
P/E
Mkt Cap.(Rs cr) 2,091
Buy Price 13.24
Buy Qty 2508.00
Sell Price 0.00
Sell Qty 0.00

GVK Power & Infrastructure Ltd. (GVKPIL) - Director Report

Company director report

Dear Stakeholders

Your Directors submit the 22nd Annual Report of the Company along with the auditedfinancial statements for the financial year ended March 312016.

Consolidated Financial results

Being a Holding Company of different vertical business operations your Company doesn'thave independent operating revenues other than O&M fee incentives and dividends ifany from its subsidiaries Interest and other treasury income earned on surplus funds.Following is the summary of consolidated financial results of the Company itssubsidiaries and associates.

(Rs. Lakhs)

Particulars 2015-16 2014-15
Financial Performance
Operational Income 416447 304965
EBIDTA 165353 81772
Other Income 13400 8665
Interest & Financial Charges 229125 147652
Depreciation 86867 70555
Provision for taxes 2846 (10922)
Profit before tax and share of profits for associate and minority interest (140085) (116848)
Add: Share of income from Associates 18833 3220
Less: Minority Interest (27834) (30160)
Total Profit for the year (93418) (83468)
EPS (Rupees)
Weighted Average no. of Equity Shares 1579210400 1579210400
Basic and Diluted (5.92) (5.29)
Financial Position
Fixed Assets (Net of Depreciation) 2451103 2398888
Cash and Bank balance 106354 149551
Net Current Assets (488414) (517478)
Total Assets 3364648 3285303
Equity 15792 15792
Reserves 119812 178076
Net worth 135604 193868

Our total income from operations increased by 36.56% to Rs.416447 Lakhs fromRs.304965 Lakhs in the previous year. The Power segment contributed an income ofRs.96387 Lakhs compared to Rs.29040 Lakhs in the previous year. The Transportationsegment contributed an income of Rs.35847 Lakhs as compared to Rs 29983 Lakhs in theprevious year. Airport Segment contributed an income of Rs. 283918 Lakhs as compared toRs 245479 Lakhs in the previous year. The other segment contributed Rs. 295 Lakhs ascompared to Rs 463 Lakhs.

The net loss after tax share of profit from associate and minority interest wasRs.93418 Lakhs as against net loss of Rs.83468 Lakhs in the previous year The lossesduring the year are attributable mainly to the restricted supply of gas for power plantsas a result of which the plants did not operate at full capacity one-time loss onwrite-off of investment in Oil & Gas Road and other projects amounting to Rs 162 Crsand higher finance cost.

Dividend

The Board of Directors of your Company has not recommended any dividend for thefinancial year 2015-16.

Management Discussion and Analysis

In terms of the provisions of Regulation 34 of the SEBI (Listing Obligations &Disclosure Requirements) Regulations 2015 Management's Discussion and Analysis is set outin a separate section forming part of the Annual Report.

Corporate Governance

Corporate Governance as required under relevant provisions of SEBI (LODR) Regulations2015 a certificate from the Company Secretary in Whole Time Practice on compliance withthe mandatory recommendations of the Narayana Murthy Committee on Corporate Governance isannexed to the Directors Report. As in the past your Company continues to follow best ofCorporate Governance policies.

Subsidiaries and Consolidated Financial Statements

As on March 312016 your Company has 8 direct Subsidiaries 17 step down Subsidiariesand 2 Associate Companies. There has been no material change in the nature of the businessof the Company and its subsidiaries. Details of major subsidiaries of the Company andtheir business operations during the year under review are covered in the ManagementDiscussion and Analysis Report.

A statement containing salient features of the financial statement of these companiesas required to be provided under section 129(3) of the Act are enclosed herewith in thespecified form as Annexure A. Accordingly this annual report does not contain thereports and other statements of the subsidiary companies. Any member intends to have acertified copy of the Balance Sheet and other financial statements of these subsidiariesmay write to the Company Secretary. These documents are available for inspection duringbusiness hours at the registered office of the Company and that of the respectivesubsidiary companies. The Policy for determining material subsidiaries as approved may beaccessed on the Company's website at the link: http:// www.gvk.comunderinvestorrelations/investors/policyfordeterminingmaterialsubsidiaries

Developments in the existing assets

(i) Energy

As informed in the last annual report the validity period of PPA for Jegurupadu PhaseI power plant was expired on 20th June 2015 and APDISCOM has issued buy-out notice on19th June 2015. Agreement for Buy out of the Project was signed on 8th February 2016. Interms of this agreement APDISCOM has taken over the Phase I Power project on 22nd April2016 with a Terminal Value of Rs.261.27 Crore. Discussions are being held withAPPCC/APDISCOMs regarding lease amount for utilizing the land for Phase-II power plant andcost of operating the shared facilities. Once these are crystalised a lease agreementwould be executed with them.

Construction of 330MW Shrinagar Hydro Electric Project has been completed in allrespects. This power plant comprises of four units of 82.5MW each. Commissioning andsynchronization of all units to the grid have been done in a phased manner and wascompleted by June 2015. The plant achieved Capacity Index of 96.01% for the FY 2015-16with a Plant Load Factor of 43.08%. Based on the water flows the plant is being operatedwith at least one turbine either on part or full load. All four turbines are expected torun this monsoon season.

Construction of 2 x 270MW Coal based power plant situated at Goindwal Sahib Tarn TarnDistrict in the State of Punjab is completed in all respects. The Punjab State PowerCorporation Limited (PSPCL) had confirmed and accepted 16th April 2016 as the Commercialoperations Date (CoD) after receiving the Independent Engineers Final Test Certificate.However the plant has been shut down on 22nd April 2016 due to non-availability of Coal.The Ministry of Power / Ministry of Coal are yet to finalize the long term coal linkagepolicy. Company will apply for suitable schedule-I coal mines to be auctioned (shortly)to have permanent source of coal linkage for long term planning.

(ii) Airports

During the year under review Mumbai International Airport Private Limited (MIAL) hashandled total of 296634 aircraft movements compared to 269456 during the previous yearan increase of 10.01%. On an average 810 flights were operated per day during the currentyear as against 738 flights per day during the previous year. MIAL handled 41.67 millionpassengers during the year compared to 36.63 million passengers during the previous yearan increase of 13.76%. On an average 113853 passengers travelled per day through theairport during the year as against 100369 passengers during the previous year.

Bangalore International Airport Limited (BIAL) has handled 18.97 Mio (PY 15.40 mio)passengers 153831 ATMs (PY 134209 ATMs) and 291920 MT (PY 279532 MT) of Cargoresulting in an increase of 23.20% 14.60 % and 4.40 % respectively during the year. Ithas received its 100 Millionth Passenger since AOD on 18th March 2016 and has achieved thedistinction of becoming the first Airport in the country to achieve the Greenco platinumrating from CII Green Building council. BIAL has received GreenCo best practices Award forsolid waste management organized by CII in June 2015. Kempegowda International AirportBengaluru has achieved an overall satisfaction score of 4.66 for the year 2015 in the ACIAirport Service Quality passenger survey (ASQ) and was ranked 29 among 258 participatingairports worldwide.

(iii) Transportation

Partial Commercial Operations for the 83.04 km Deoli-Kota Road Project in the State ofRajasthan have commenced from August 2015 and full commercial operations started fromMarch 2016.

Directors / Key Managerial Personnel (KMP)

Appointments by rotation

In accordance with the provisions of the Companies Act 2013 read with the Articles ofAssociation of the Company and Regulation 36(3) of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 Mr. Krishna Ram Bhupal Director of the Companywill retire by rotation at this meeting and being eligible your Board recommends his re-appointment.

Details of the director seeking re-appointment at this meeting have been givenseparately under the corporate governance section of this report.

During the year review there is no change in the Key Managerial Personnel of theCompany.

Each of the Independent Directors have given a declaration to the Company that theymeet the criteria of independence as required under section 149(7) of the Companies Act2013 and Regulation 25 of SEBI (Listing Obligations & Disclosure Requirements)Regulations2015 of the Listing Agreement with the Stock Exchanges.

Based on the recommendations of the Nomination and Remuneration Committee the Board ofDirectors have formulated and adopted a policy on appointment / remuneration of directorsincluding criteria for determining qualifications positive attributes independence ofthe Directors and other matters. This policy also covers the performance evaluation of alldirectors Board Committees and Key Managerial Personnel.

An exclusive meeting of the Independent Directors of the Company has been held on 12thFebruary 2016 which was attended by all the Independent Directors. They have reviewed theperformance of the non-independent directors and the Board as a whole performance ofchairperson and quality of information to the Board as provided under Schedule IV of theCompanies Act 2013.

The Company has adopted a program on familiarisation of Independent Directors with theCompany their roles rights responsibilities in the Company nature of business and theindustry in which the Company operates among other things. The same is put up on thewebsite of the company at the following link;http://www.gvk.comunderinvestorrelations/investors/familiarisationprogrammeofindependentdirectors.

Mechanism for Evaluation of Board

Evaluation of all Board members is done on an annual basis. The evaluation is done bythe Board Nomination and Remuneration committee and Independent Directors with specificfocus on the performance and effective functioning of the Board and individual Directors.

1. Criteria for evaluation of Board of Directors as a whole

i) The frequency of meetings;

ii) The length of meetings;

iii) The administration of meeting;

iv) The number of committees and their notes;

v) The flow of information to board members and between board members

vi) The quality and quantity of information; and

vii) The disclosure of information to the stakeholders

2. Criteria for evaluation of the Individual Directors

1. Ability to contribute and monitor corporate governance practices;

2. Ability to contribute by introducing best practices to address top managementissues;

3. Participation in long term strategic planning;

4. Commitment to the fulfilment of director obligations and fiduciary responsibilities;

5. Guiding strategy;

6. Monitoring management performance and development;

7. Statutory compliance & Corporate governance;

8. Attendance and contribution at Board/Committee meetings;

9. Time spent by each of the member; and

10. Core competencies

Nomination and remuneration policy

Objectives of the Policy:

a) To lay down criteria and terms and conditions with regard to identifying persons whoare qualified to become Directors (Executive and Non-Executive) and persons who may beappointed in Senior Management and Key Managerial positions and to determine theirremuneration.

b) To determine remuneration based on the Company's size and financial position andtrends and practices on remuneration prevailing in peer Companies.

c) To carry out evaluation of the performance of Directors

d) To provide them reward linked directly to their effort performance dedication andachievement relating to the Company's operations.

e) To retain motivate and promote talent and to ensure long term sustainability oftalented managerial persons and create competitive advantage.

f) The brief Nomination and Remuneration policy is annexed to this report.

Board Committees

All Committees of the Board of Directors are in line with the provisions of theCompanies Act 2013 and the applicable SEBI (LODR) Regulations 2015.

Directors' Responsibilities Statement

Based on the framework of internal financial controls and compliance systemsestablished and maintained by the Company work performed by the internal statutory andsecretarial auditors including Audit of internal financial controls over financialreporting by the Statutory Auditors and the reviews performed by Management and therelevant Board Committees including the Audit Committee the Board is of the opinion thatthe Company's internal financial controls were adequate and effective during the financialyear 2015-16

Pursuant to the requirements under Section 134(5) of the Companies Act 2013 withrespect to the Directors' Responsibilities Statement it is hereby confirmed that;

i) in the preparation of the annual accounts for the financial year ended March312016 the applicable Accounting Standards have been followed along with properexplanations relating to material departures;

ii) the directors had 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 312016 and of the profit orloss of the Company for the said period;

iii) that the directors had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;

iv) the directors had prepared the annual accounts for the financial year ended March312016 on a "going concern" basis;

v) they have laid down internal financial controls in the company that are adequate andwere operating effectively and

vi) they have devised proper systems to ensure compliance with the provisions of allapplicable laws and these are adequate and are operating effectively.

Financial Statements

As required under the Listing Agreement entered into with the Stock Exchanges aconsolidated financial statement of the Company and all its subsidiaries is attached. Theconsolidated financial statements have been prepared in accordance with the relevantaccounting standards as prescribed under section 133 of the Companies Act 2013 read withRule 7 of The Companies (Accounts) Rules 2014. These financial statements disclose theassets liabilities income expenses and other details of the Company its subsidiariesand associate companies.

Indian Accounting Standards (Ind AS) - IFRS Converged Standards

Your Company will adopt Indian Accounting Standards (Ind AS) with effect from 1stApril 2016 pursuant to the Companies (Indian Accounting Standard) Rules 2015 as notifiedby the Ministry of Corporate Affairs on 16th February 2015. The implementation of Ind ASis a major change process and the preliminary impact assessment on Company's standalonefinancial statements would be prepared and presented to the Board.

Secretarial Auditor

The Board had appointed M/s Narendar & Associates Company Secretaries inWhole-time Practice to carry out the Secretarial

Audit under the provisions of section 204 of the Companies Act 2013 and the Rules madethereunder. The report of the Secretarial Auditor in form MR-3 is enclosed to this reportas Annexure B.

Statutory Auditors

In terms of the sub-section (2) of section 139 of the Companies Act 2013 (effectivefrom 01-04-2014) no Listed Company shall appoint or re-appoint an Auditing Firm as theAuditor for more than two terms of five consecutive years. Provided that the firm iseligible to be re-appointed in the same Company for another five years from the completionof first term.

In pursuance of the above every listed Company shall comply with this requirementwithin a transitional period of three years from the date of commencement of the Act i.e.1st April 2014. M/s. S R Batliboi & Associates LLP the existing Auditors have beenappointed on 13-09-2002 as the Statutory Auditors of the Company for auditing the annualfinancial statements of the company from the financial year 2002-03 and have completed thepermissible period of two terms of five years each as on date.

At the Board meetings held on 29-05-2014 and 16-05-2015 the Board had reappointed themfor financial years 2014-15 & 201516 separately and the company now proposes tore-appoint M/s. S R Batliboi & Associates LLP as Statutory Auditors for anotherfinancial year i.e. 2016-17 subject to approval of the Shareholders. This will be the lastfinancial year for which they can be reappointed as the Statutory Auditors within thetransitional period of 3 years and the Company will appoint a new firm of CharteredAccountants as its Statutory Auditors to comply with the provisions of the CompaniesAct2013 as amended from time to time.

Based on the recommendations of the Audit Committee and subject to the approval of theshareholders it is proposed to re-appoint M/s. S R Batliboi & Associates LLP as theStatutory Auditors of the Company for another financial year i.e. 2016-17. M/s. S RBatliboi & Associates LLP the Statutory Auditors of the Company will retire at theconclusion of this Annual General Meeting and being eligible they have offered themselvesfor re-appointment as Statutory Auditors and have confirmed that their re-appointment ifmade would be within the limits prescribed under section 141 of the Companies Act 2013.Accordingly the Board recommends their reappointment at this AGM. The Notes to Accountsforming part of the financial statements are self-explanatory and need no furtherexplanation.

Management's response on the Statutory Auditors Qualification / Comments

Qualification on recoverability against carrying value of assets of GVK Coal (Tokisud)Private Limited

GVK Coal (Tokisud) Private Limited was incorporated for developing a coal mine withminable reserve of 52 Million Tons (geological reserve of around 92 Million Tons) in thestate of Jharkhand as a captive coal mine to meet the requirements of coal of one of thestep down subsidiary i.e. GVK Power (Goindwal Sahib) Limited which is implementing a 540MW Power Plant at Goindwal Sahib in Punjab.

The Honorable Supreme Court vide is decision of September 24 2014 held that allotmentof various coal blocks including those allotted to GVK Coal (Tokisud) Company PrivateLimited is arbitrary and illegal and had cancelled the allotment. Subsequently thegovernment promulgated The Coal Mines (Special Provisions) Ordinance 2014 which intendsto take appropriate action to deal with situation arising pursuant to the HonorableSupreme Court's judgment. GVK Coal Tokisud subsidiary company has filed writ petitionbefore the Hon'ble High Court of Delhi challenging the decision of the NominatedAuthority Ministry of Coal which quantified the compensation payable to GVK for takingover the Tokisud Coal Block as Rs.11129 Lakhs against the carrying value of assets ofRs.34862 Lakhs. The matter has been heard and kept reserved for judgement. Managementbelieves that the subsidiary will be appropriately reimbursed for cancelled coal mineaccordingly no provision was required to be made on carrying value of assets.

Awards and recognitions

Following are some of the awards and recognitions that your Company / its Subsidiaries/ Associates received during the current year. Certifications Recognitions and Awardsfor Bengaluru International Airport (BIAL)

a) Company has received its 100 Millionth Passenger since AOD on 18th March 2016 at15:20 hours arriving from Mumbai on 9W 394. Mr. Vinay Kulkarni who was identified as our100 Millionth Passenger was felicitated at the terminal.

b) Kempegowda International Airport Bengaluru has achieved the distinction of becomingthe first Airport in the Country to achieve the GreenCo Platinum rating from CII GreenBuilding Council (GBC).

c) Kempegowda International Airport Bengaluru has achieved an overall satisfactionscore of 4.66 for the year 2015 in the ACI Airport Service Quality passenger survey (ASQ)and was ranked 29 among 258 participating airports worldwide.

d) The Business Continuity Management Systems surveillance Audit by the BritishStandard Institutions (BSI) under ISO 22301:2012 was successfully completed and the ISOBCM certification has been recommended for continuation until December 2017.

e) Successfully renewed Airport Carbon Accreditation Certificate for Level - 3(Optimization level) for year 2015 - 16 in May 2015. This is successfully achieved for 3years now.

f) BIAL received GreenCo Best Practices Award for Solid Waste Management organized byCII in June 2015.

g) The Business Continuity Management Systems surveillance audit by the BritishStandard Institutions (BSI) under ISO 22301:201 2 was successfully completed in the lastweek of September 2015. Subsequently it is recommended for continuation of the ISO BCMcertification until December 2017.

h) CII ‘Energy Efficient Unit" Award in September 2015.CII ‘GreenCo BestPractice" Award on 24th June 2015.

i) All the 13 QC projects that were nominated for the Quality Circle Forum of IndiaCompetition 2015 has been awarded Gold Category.

Certifications Recognitions and Awards for Mumbai International Airport PrivateLimited (MIAL)

Awards Accolades and Accreditation

a) GVK CSIA has been voted as the Best Airport in India and Central Asia by SkytraxWorld Airport Awards 2016

b) GVK CSIA has been inducted in the ACREX Hall of Fame for its world class designarchitecture infrastructure and operational efficiency.

c) GVK MIAL has been rated as the World's Best Airport in the 25-40 million passengersper year category by ACI in the Airport Service Quality Awards 2015.

d) GVK MIAL has bagged the ‘Cargo Airport of the Year - Region India' award forthe second consecutive year at the ‘STAT Trade Times International Awards' forexcellence in Air Cargo.

e) GVK CSIA has become the first Brownfield airport to receive the ‘GreenCo GoldRating'.

f) GVK MIAL's Cargo division has bagged the ‘Air Cargo Terminal Award 2014-15' atthe Economic Times Logistics Awards.

g) GVK MIAL has been awarded the ‘Best Airport - National' for excellence inconnecting air cargo community by ‘Air Cargo Agents Association of India' during the42nd ACAAI Annual Convention.

h) GVK CSIA has been selected as the ‘World's Leading Airport Lounge - FirstClass' at the World Travel Awards 2015.

i) GVK CSIA has been awarded the Golden Peacock National Award for Risk Management.

j) GVK CSIA has been rated as the ‘Smartest Airport Building in India' and the‘Smartest Building in India' at the recently concluded ‘Times of India andHoneywell Smart Building Awards' for 2015.

k) Obtained CII GREENCO Gold certification (A rating system to analyze business impacton environment)

l) GVK CSIA's has bagged the ‘Innovation in Tunnels Award' for its proposedAirside Road Tunnel project at the Third Arabian Tunnelling Conference & Exhibition2015 Dubai.

m) GVK CSIA has been awarded the Asia Pacific Airport of the Year 2015 at the CAPAAviation Awards for Excellence 2015.

n) CSIA's GVK Lounge at Terminal 2 has been conferred as Asia's Leading Airport Loungeat the World Travel Awards 2015.

o) GVK CSIA has been bestowed with the ‘Dr. A Ramakrishna Award 2015 for the BestProject with Precast Concrete in India' by Indian Concrete Institute.

p) Pranaam GVK Guest Services has been recognized for its service excellence with the‘Best Customer Experience award' by Customer Experience Management (CEM) Asia.

q) GVK CSIA has bagged the Asia Training & Development Excellence Awards 2015 for‘Best Change Management Initiative or Program'.

r) Mr. R. K. Jain CEO Mumbai International Airport Private Limited was conferred withthe ‘Best CEO with HR Orientation Award' at the 6th Asia's Best Employer Brandawards.

s) GVK MIAL has received the ISO 50001:2011 accreditation for its efforts towardseffective Energy Management System. Particulars of Loans given Investments made andGuarantees given and Securities provided:

Particulars of loans given investments made guarantees given and securities providedunder Sec 186 of the Companies Act 2013 forms part of the Notes to the financialstatements are provided in this Annual Report

Contracts and Arrangements with the Related Parties:

All the related party transactions that were entered during the financial year were onan arm's length basis and were in the ordinary course of business. These transactions fora financial year are placed before the Audit Committee and the Board for their priorapprovals. During the year the Company had not entered into any contract / arrangement /transaction with related parties which could be considered material in accordance with thepolicy of the company on a materiality of related party transactions.

Particulars of contracts or arrangements with related parties referred to in Section188(1) of the Companies Act 2013 in the prescribed Form AOC-2is appended as AnnexureC to the Board's report.

Extract of Annual Return

An extract of the Annual Return for the financial year ended 31st March 2016 asrequired under Section 92(3) of the Act is enclosed herewith in the specified format as AnnexureD

Internal Control Systems and their adequacy

The Management continuously reviews the internal control systems and procedures for theefficient conduct of the Company's business. The Company adheres to the prescribedguidelines with respect to the transactions financial reporting and ensures that all itsassets are safeguarded and protected against losses. The Internal Auditor of the Companyconducts the audit on regular basis and the Audit Committee periodically reviews internalaudit reports and effectiveness of internal control systems.

Apart from the above the Company in consultations with the external and independentconsultants adopted a policy for development and implementation of risk management for thecompany including identification of elements of risk if any that may threaten theexistence of the Company and a mechanism to mitigate the same.

Public Deposits

During the year under review your Company has neither invited nor accepted any fixeddeposits from the public.

Vigil Mechanism

In terms of section 177(9) & (10) of the Companies Act 2013 a Vigil Mechanism forDirectors and employees to report genuine concerns has been established by the Board alongwith the whistle blower policy. The Vigil Mechanism and whistle blower policy have beenuploaded on the website of the Company. The same can be accessed at the link www.gvk.comunderinvestorrelations/investors/codeofconduct.

Corporate Social Responsibility

Since there are no average net profits for the Company during the previous threefinancial years there are no specific funds that are required to be set aside and spentby the Company during the year under review. Members can access the CSR Policy on thewebsite of the Company at link http://www.gvk.comunderinvestorrelations/investors/corporategovernance/CSRPolicy

Particulars of employees and related disclosures

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3)of the Companies (Appointment & Remuneration of Managerial Personnel) Rules 2014none of the employees are in receipt of the remuneration which is in excess of the limitsas specified in the regulation.

Disclosures pertaining to remuneration and other details as required under Section197(12) read with Rule 5(1) of Companies (Appointment & Remuneration of ManagerialPersonnel) Rules 2014 are enclosed to this report.

Conservation of Energy Technology Absorption Foreign Exchange Earning and outgo Etc.

Information on conservation of Energy Technology absorption Foreign Exchange earningsand outgo required to be disclosed under Section 134 of the Companies Act 2013 read withCompanies (Accounts ) Rules 2014 are provided hereunder:

(A) Conservation of Energy:
(i) the steps taken or impact on conservation of energy : NA
(ii) the steps taken by the company for utilising alternate sources of energy NA
(iii) the capital investment on energy conservation equipments; NA
(B) Technology absorption :
(i) the efforts made towards technology absorption; NA
(ii) the benefits derived like product improvement cost reduction
product development or import substitution;

(iii) in case of imported technology (imported during the last three

NA
years reckoned from the beginning of the financial year) NA
(a) the details of technology imported;
(b) the year of import;
(c) whether the technology been fully absorbed;
(d) if not fully absorbed areas where absorption h as not taken place and the reasons thereof;
(iv) the expenditure incurred on Research and Development NA

Expenditure on R& D

Particulars 2015-16 2014-15
Capital Nil Nil
Recurring Nil Nil
Total Nil Nil
Total R&D expenditure as a percentage of total turnover Nil Nil

(C) Foreign exchange earnings and Outgo :

In accordance with the provisions of Section 134(3)(m) of the Companies Act 2013 readwith the Rule 5 of the Companies (Accounts) Rules 2014 the information relating toforeign exchange earnings and outgo is provided under Notes to the Balance Sheet andProfit and Loss Account.

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 save and except ESOS referred to in this Report.

4. 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.

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.

Acknowledgements

The Directors of your Company thank the Government of India various State Governmentsand their concerned Department / Agencies / Regulatory Authorities for their continuedsupport and cooperation. The Directors also wish to place on record the support extendedby various Banks Financial Institutions and every stakeholder of the Company.

The Directors further wish to appreciate and value the contributions made by everyemployee of the GVK Family.

For and on behalf of the Board of Directors
Place : Hyderabad Dr. GVK Reddy
Date : May 20 2016 Chairman & Managing Director