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Gammon Infrastructure Projects Ltd.

BSE: 532959 Sector: Engineering
NSE: GAMMNINFRA ISIN Code: INE181G01025
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VOLUME 44167
52-Week high 0.89
52-Week low 0.26
P/E 14.00
Mkt Cap.(Rs cr) 26
Buy Price 0.28
Buy Qty 100255.00
Sell Price 0.28
Sell Qty 178.00
OPEN 0.28
CLOSE 0.27
VOLUME 44167
52-Week high 0.89
52-Week low 0.26
P/E 14.00
Mkt Cap.(Rs cr) 26
Buy Price 0.28
Buy Qty 100255.00
Sell Price 0.28
Sell Qty 178.00

Gammon Infrastructure Projects Ltd. (GAMMNINFRA) - Director Report

Company director report

To

The Shareholders of

Gammon Infrastructure Projects Limited

Your Directors have pleasure in submitting their Seventeenth Annual Report togetherwith the Audited Accounts of the Company for the financial year ended March 31 2018("Financial Year").

FINANCIAL HIGHLIGHTS

The financial highlights of the Company on stand-alone and consolidated basis for theFinancial Year are as under:

Particulars Standalone Consolidated
Financial Financial Financial Financial
Year ended March 31 2018 Year ended March 31 2017 Year ended March 31 2018 Year ended March 31 2017
Income 17669.38 21677.96 64301.88 68585.11
Earnings before interest tax depreciation and amortization 3692.53 4337.54 26270.71 29045.59
Financial costs 2239.88 2641.72 33992.90 31223.60
Depreciation and amortization 60.85 15.72 8724.22 4951.03
Tax expenses 247.33 45.94 1587.39 2704.58
Minority interest & share of Profit of associates/ subsidiaries 0.00 0.00 (3986.28) (1748.10)
Net Profit after Tax / (Loss) 1144.47 1875.16 -18553.81 (10405.95)

DIVIDEND & RESERVES

The Board express its inability to recommend any dividend for the Financial Year inview of the liquidity constraints. No amounts have been transferred to any reserve.

COMPANY'S BUSINESS

Your Company has a basket of three projects in the Road Sector two in the Port Sectorand four in the Power sector which are at various stages of construction and / oroperation and management through project specific special purpose vehicles (SPVs).During the Financial Year your Company in consortium with Gammon Engineers andContractors Private Limited ("GECPL") has made successful bid andreceived a Letter of Award dated January 31 2018 from the National Highways Authority ofIndia for a road project in the State of Odisha on Engineering Procurement andConstruction ("EPC") mode.

ROAD SECTOR:

The Company has the following projects in the Road Sector:

(1) Rajahmundry Godavari Bridge Limited;

(2) Sidhi Singrauli Road Project Limited; and

(3) Patna Highway Projects Limited.

Engineering Procurement and Construction (EPC) project:

The Company in consortium with GECPL as the lead member of the consortium has madesuccessful bid and received the Letter of Award dated January 31 2018 from the NationalHighways Authority of India for "Rehabilitation and Up gradation of existing 2-laneto 4-lane standards from Duburi to Chandikhole Section of NH 200 (New NH 53) from km.388.376 to km 428.074 in the State of Odisha under NHDP Phase - III on EPC Mode (Pkg-III)".

PORT SECTOR:

The Company has the following projects in the Port Sector:

(1) Vizag Seaport Private Limited; and

(2) Indira Container Terminal Private Limited.

POWER SECTOR:

The Company has the following projects in the Power Sector:

(1) Pravara Renewable Energy Limited;

(2) Sikkim Hydro Power Ventures Limited;

(3) Youngthang Power Ventures Limited; and

(4) Tidong Hydro Power Limited.

Status on the above projects and financial performance of respective SPVs for theseprojects are discussed and covered in the Management Discussion and Analysis Reportcovered in this Annual Report.

Other Business

In addition to undertaking infrastructure development through SPVs the Companyundertakes EPC works of the under- construction projects and operation & maintenanceof operational road projects.

THE FUTURE

Your Company through its repository of experience in project development and operationsin multiple sectors qualifies for largest projects being offered by project authoritiesin road port transmission and power sector projects.

Your Company as indeed most players in the infrastructure industry has been facing aresource crunch in the last few years. There is a sizable gap between the Company'sinternal accruals and the requirement of funds for capital investment in existing and newprojects and revenue expenditure. The ability of the Company to raise external funds hasalso been affected due to adverse market conditions. To ease the present situation theCompany is actively pushing for realization of its receivables from NHAI and other publicsector agencies. Further upon resolution of certain contractual obligations on few of thedelayed projects release of resources stalled thereof will bring back the Company intomainstream.

Going forward your Company will focus on strategic partnerships at project level withselective opportunities which have lower risk and lower investment which will supplementour existing portfolio. The focus will be to get "almost ready" projectscommissioned at the earliest and operate the projects successfully. Limited initiativewill also be taken in Engineering Procurement & Construction work. Your Company isconfident that these projects once completed will contribute positively to the bottomline and improve the cash position.

SHARE CAPITAL OF THE COMPANY

There has been no change in the share capital of the Company during the Financial Year.The paid up share capital of the Company stood at Rs. 188.36 Crores as at 31stMarch 2018 comprising of 941830724 equity shares of Rs. 2/- each fully paid up.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

Your Company's internal control systems with reference to Financial Statementscommensurate with the nature and size of its business operations. Your Company hasmaintained a proper and adequate system of internal controls. This ensures that all Assetsare safeguarded and protected against loss from unauthorized use or disposition and thatthe transactions are authorised recorded and reported diligently. The Managementcontinuously reviews the internal control systems and procedures for the e_cient conductof the Company's business.

INTERNAL AUDIT

The Board of Directors of the Company has appointed M/s. Nitin H Rajda & Co.Chartered Accountants Mumbai as its Internal Auditor. The Internal Auditor monitors andevaluates the e_cacy and adequacy of internal control system in the Company itscompliances with operating systems accounting procedures and policies and reports thesame on quarterly basis to the Audit Committee.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act 2013 your Directors based on therepresentations received from the operating management and after due enquiry confirmthat:

a. in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;

b. they have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of Affairs of the Company at the end of the Financial Year and of the Profitof the Company for the period;

c. they 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. they have prepared the annual accounts on a going concern basis;

e. they have laid down adequate internal financial controls to be followed by theCompany and such internal financial controls operated effectively during the FinancialYear; and

f. they have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

Board of Directors

Mr. Abhijit Rajan Director has vacated Office as the director of the company witheffect from 7th May 2018. The Board take on record its appreciation for the valuableservices provided by Mr. Abhijit Rajan during his tenure as a director of the Company. Inaccordance with the provisions of the Companies Act 2013 and the Articles of Associationof the Company Mr. Vardhan Dharkar is liable to retire by rotation at the ensuing AnnualGeneral Meeting and has offered himself for re-appointment.

Mr. Chayan Bhattacharjee was appointed as an additional non-executive director witheffect from June 13 2018 and holds Office as such up to the date of ensuing AnnualGeneral Meeting.

Independent Directors of the Company have furnished necessary declarations to theCompany under Section 149(7) of the Companies Act 2013 confirming that they meet withthe criteria of Independence as prescribed for Independent Directors under Section 149(6)of the Act and Regulation 16(b) of the Securities and Exchange Board of India (ListingObligations & Disclosures Requirements) Regulations 2015 (hereinafter "ListingRegulations").

Key Managerial Personnel

Mr. Kishor Kumar Mohanty was reappointed as the Managing Director of the Company for aperiod of 2 (two) years effective from April 12 2017 which was approved by theshareholders at Annual General Meeting held on December 19 2017.

Mr. Naresh Sasanwar was appointed as the Chief Financial Officer in place of Mr.Kaushik Chaudhuri with effect from February 14 2018. Mr. Kaushal Shah was appointed asthe Company Secretary of the Company with effect from February 14 2018.

Further in terms of the provisions of Section 203 of the Companies Act 2013 readwith the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 Mr.Kishor Kumar Mohanty Managing Director; Mr. Naresh Sasanwar Chief Financial Officer; andMr. Kaushal Shah Company Secretary and Compliance Officer are the Key ManagerialPersonnel of the Company.

Other Key Personnel:

Mr. Kaushik Chaudhuri – Head Risk & Internal Audit

Mr. Prakash R – President - Roads

Remuneration Policy and Board Evaluation

In compliance with the provisions of the Companies Act 2013 and Regulation 27 of theListing Regulations the Board of Directors on the recommendation of the Nomination &Remuneration Committee adopted a Policy on remuneration of Directors and SeniorManagement. The Remuneration Policy is stated in the Corporate Governance Report.

Performance evaluation of the Board was carried out during the Financial Year. Thedetails about the same are given in the Corporate Governance Report.

Familiarisation programmes for the Independent Directors

In compliance with the requirements of Listing Regulations your Company has put inplace a familiarization programme for the Independent Directors to familiarise them withtheir role rights and responsibilities as Directors the working of the Company natureof the industry in which the Company operates business model etc. It is also availableon the Company website http://www.gammoninfra.com/sec_infOffpdf/Familiarisation_Programme_IndependentDirectors.pdf.

BOARD MEETINGS

The Board met seven times during the Financial Year the details of which are given inthe Corporate Governance Report. The intervening gap between the two consecutive meetingswas within the period prescribed under the Companies Act 2013 and the ListingRegulations.

EMPLOYEE STOCK OPTION SCHEME

During the Financial Year the Board has not granted any options to employees under the‘GIPL Employee Stock Options Scheme - 2013' (‘Scheme'). Details of theshares issued under the Scheme as also the disclosures in compliance with SEBI (ShareBased Employee Benefits) Regulations 2014 are set out in Annexure I to this Report.

A certificate from the Statutory Auditors of the Company as required under Regulation13 of SEBI (Share Based Employee Benefits) Regulations 2014 shall be placed at theensuing Annual General Meeting for inspection by the Members.

DEPOSITS

During the Financial Year the Company has not accepted any deposits within the meaningof Section 73 and 76 of the Act read with Companies (Acceptance of Deposits) Rules 2014.

PARTICULARS OF LOANS GUARANTEES INVESTMENTS AND SECURITIES

The details of loans guarantee or investment under Section 186 of the Companies Act2013 are given under Notes to Accounts of financial statements.

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All related party transactions entered by the Company during the financial year were inthe ordinary course of business and on arm's length basis. Details of material relatedparty transactions are given in the prescribed Form AOC - 2 which is appended to thisreport as Annexure II.

The policy on Related Party Transactions as approved by the Board is uploaded on theCompany's website and can be accessed at the Web linkhttp://www.gammoninfra.com/sec_infOffpdf/PolicyonRelatedPartyTransactions16032016.pdf

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO

In view of the nature of business activities currently being carried out by theCompany your Directors have nothing to report with respect to Conservation of Energy andTechnology Absorption as required under Section 134(3)(m) read with Rule 8 of theCompanies (Accounts) Rules 2014.

Foreign exchange outgo (actual outflows): Nil

The foreign exchange earned (actual inflows): Nil

SUBSIDIARY JOINT VENTURE AND ASSOCIATE COMPANIES

During the Financial Year 2017-18 the following changes have taken place:

(i) Indira Container Terminal Private Limited a joint venture has become a subsidiaryof the Company w.e.f. 6th April 2017; and (ii) Satluj Renewable Energy Private Limitedhas ceased to be a step down subsidiary of the Company w.e.f. 18th July 2017.

An application in Form STK-2 has been filed with the Ministry of Corporate Affairs("MCA") by the following step-down subsidiaries of the Company forstriking off the name from the register maintained by the Registrar of Companies:

i) Yamuna Minor Minerals Private Limited filed on April 12 2018; and

ii) Ghaggar Renewable Energy Private Limited filed on April 13 2018.

The policy for determining material subsidiaries as approved by the Board is uploadedon the Company's website and can be accessed at the web linkhttp://www.gammoninfra.com/sec_infOffpdf/Policy_determining_MaterialSubsidiary.pdf

A statement containing salient features of the financial statement of each of thesubsidiaries associates and joint venture companies as required to be provided undersection 129(3) of the Act in Form AOC-1 forms part of this Annual Report.

Pursuant to the provisions of Section 136 of the Act the financial statements of theCompany consolidated financial statements along-with relevant documents and separateaudited accounts in respect of Subsidiaries are available on the website of the Company.

BOARD COMMITTEES

The Board has presently the following committees to assist in its work:

(i) Audit Committee to inter-alia oversee and review the financial reporting systemand disclosures made in its financial results;

(ii) Stakeholders' Relationship Committee to inter-alia redress investor complaints;

(iii) Nomination and Remuneration Committee to inter-alia approve appointments andremuneration of executive directors and lay down nomination and remuneration policies ofthe Company;

(iv) Compensation Committee to administer ‘employee stock option schemes';

(v) Business Review Committee (previously known as Project Committee) to reviewbusiness projects and opportunities that arise from time to time;

(vi) Corporate Social Responsibility Committee to formulate and implement a‘corporate social responsibility policy' for the Company; and

(vii) The Board has voluntarily constituted Risk Management Committee to monitor andreview the risk management plan of the Company.

The constitution of the various committees its powers and duties have been elaboratedin greater detail in the ‘Corporate Governance Report' which is annexed to theAnnual Accounts.

The Board of Directors at their Meeting held on February 14 2018 dissolved theProjects Review Committee.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

Your Company does not have any amount/ shares due to be transferred to InvestorEducation and Protection Fund.

VIGIL MECHANISM / WHISTLE BLOWER

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 whistle blower policy. The whistle blower policy have been uploaded on the website ofthe Company and the same can be accessed at the web linkhttp://www.gammoninfra.com/sec_infOffpdf/ Whistle_Blower_Policy.pdf

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Since there is no average net Profit for the Company for the previous three financialyears no specific funds are required to be set aside and spent towards the CorporateSocial Responsibility of the Company during the Financial Year. The Company is yet toformulate the CSR Policy.

EXTRACT OF ANNUAL RETURN

An extract of Annual Return in Form MGT 9 is appended to this Report as Annexure III.

REPORT ON CORPORATE GOVERNANCE

In terms of Regulation 34 of the Listing Regulations a Report on Corporate Governancealong with Compliance Certificate issued by Mr. Veeraraghavan. N Practicing CompanySecretary (Certificate of Practice Number 4334) is attached and forms integral part ofthis Report (herein referred to "Corporate Governance Report").

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Attention of the members is invited to a separate section titled ‘ManagementDiscussion and Analysis Report' which is covered in this Annual Report.

SECRETARIAL STANDARDS

The Company complies with all applicable secretarial standards.

AUDITORS

At the 16th Annual General Meeting of the Company the shareholders had appointed M/s.Nayan Parikh & Co. Chartered Accountants (FRN: 107023W) as the Statutory Auditors ofthe Company to hold Office until the conclusion of the 21st Annual General Meeting ("AGM")subject to ratification by shareholders at every subsequent AGM.

Amended provisions of Section 139 of the Act vide Companies (Amendment) Act 2017notified from 7th May 2018 no longer requires ratification of appointment ofAuditors by members at every subsequent AGM. In view of this the appointment of Auditorsis not proposed for ratification at ensuing AGM.

M/s. Nayan Parikh & Co. Chartered Accountants (FRN: 107023W) have confirmed thatthey are not disqualified from continuing as Statutory Auditors of the Company.

AUDITORS' REPORT

The Auditors have qualified their report to the members on the following matters:

(a) Attention is invited to note 18 (a) of the Standalone Ind AS Financial Statementsrelating to the excess managerial remuneration paid of Rs. 497.17 lacs for the period uptoMarch 2017 for the reasons detailed in the aforesaid note. The Company had once againsubmitted its representation to the Ministry to reconsider its decision and allow thewaiver of recovery of the excess remuneration paid aggregating to Rs. 388.45 lacs for theperiod upto March 2016. If the Company's representation is not accepted then the companywould be required to recover the excess remuneration from the managerial personnel and tothat extent the Profit will be higher by an amount of Rs. 388.45 lacs. Pending the same noadjustments have been made to the financial results. Subject to the outcome of therepresentation made to the MCA we are unable to ascertain the impact on Profits on thisaccount for the quarter and the year ended March 31 2018. Similarly for the previousperiod ended March 31 2017 the remuneration in excess of the limits computed under theprovisions of Section 197 read with Schedule V to the Companies Act 2013 is Rs. 108.72lacs for which the Company has made an application to the MCA for approval of the same.Pending these approvals no adjustments have been made to the financial results for theremuneration of the said period. This matter was qualified in the auditors' report datedJune 18 2017 by the previous auditors' on the financial statements for the year endedMarch 31 2017.

(b) Attention is invited to Note no 29 of the Standalone Ind AS Financial Statements inrespect of status of the Tolling Road Project in Andhra Pradesh where termination noticewas received from NHAI on 26th August 2016 and consequently NHAI took over possession oftoll plaza. Based on the subsequent negotiation and discussion with NHAI they agreed torevoke the termination notice vide its letter dated 16th January 2017 subject tocompleting of financial closure and fulfilling of other commitments specified in theletter within the stipulated timeframe. The Company could not fulfil the said conditions.Ultimately on 8th September 2017 the Company made an application to NHAI for mutual exitfrom the project. The decision of NHAI in response to the aforesaid letter of mutual exitis pending.

In case the mutual exit proposal is accepted then the exposure of the Company is likelyto be capped at Rs.7246.13 lacs as the Bank Guarantee would be released as requested bythe Company in its letter dated 8th September 2017. In case the proposal is not acceptedthen the entire exposure of Rs. 15666.13 lacs of the Company in the SPV needs to betested for impairment. Accordingly the decision of NHAI is more likely to have adverseimpact on the Statement of Profit and Loss. No effects have been given in the financialstatements of the SPV pending the decision of NHAI. The Auditors of the SPV have in theiraudit report on the financial statements of the SPV for the year ended on 31st March 2018carried a paragraph on Material Uncertainty related to Going Concern. The decision of theNHAI is awaited for determining the possible impairment and giving necessary effects.Pending the decision of NHAI we are unable to quantify the impairment that would berequired in the matter and consequent impact on the Standalone Financial Statements.

(c) Attention is invited to Note no. 30 of the Standalone Ind AS Financial Statementswhere the Company has defaulted in fulfilling its obligation under the one time settlement(OTS) with IFCI Limited. The Company was required to pay the entire outstanding bySeptember 30 2017. The Company has been unable to discharge the liability and has notbeen able to get further extension for the payment of the outstanding although it isactively engaged with IFCI Limited for obtaining the extension and/or non-reversal of thebenefits of the OTS. In terms of the original arrangement the benefits received under theone time settlement were to be reversed. Although the management is hopeful of obtainingthe extension and / or non-reversal of the benefits of the OTS pending the acceptance byIFCI Limited we are unable to state whether the Company has to account for the reversal ofbenefits of Rs. 3776.69 lacs in its financial statements. The company has howeverprovided interest at the rate of 11.50% p.a. as per the agreement. The interest payable onthe outstanding amount before reversal of the aforesaid benefit as on balance sheet dateis Rs 158.13 lacs.

Further without qualifying their opinion the Auditors have emphasized the followingmatters:

a) We invite attention to Note 32 (a) of the Standalone Ind AS Financial Statementsregarding unilateral termination and closure of Concessions in a bridge project which issubject to pending litigations/arbitrations at various forums which may impact thecarrying values of investments and loans and advances given to the subsidiary. TheCompany's exposure towards the said project (funded and non-funded) is Rs.2856.96 lacs.Pending conclusion on these legal matters no adjustments have been made in the financialstatements.

b) We invite attention to Note 32(b) of the Standalone Ind AS Financial Statements inrelation to intention to exit one of the hydro power projects at Himachal Pradesh andseeking a claim of an amount against the amount spent on the project. The Company'ssubsidiary has cited reasons for non-continuance on account of reasons beyond its control.The subsidiary is negotiating with its client for an amicable settlement on beneficialterms and has also invoked arbitration. The Company's exposure towards the said projectincludes investment and loans and advances of Rs. 7119.23 lacs. Pending conclusionbetween the parties no adjustments have been made in the financial statements.

c) We invite attention to Note 32 (c) of the Standalone Ind AS Financial Statements inconnection with an amount invested (including deposits and advances given) in thesubsidiary of Rs. 13831.00 lacs (funded and non-funded). As mentioned in the said note adraft supplementary agreement has been discussed between the parties under which theproject would go for a re-bid and the SPV has a Right Of First offer. The management ishopeful that it will successfully match the bid and win the concession and continue tooperate the facility which would be operationally viable under the revised terms. Themanagement has during the year acquired further stake from the JV partner and has obtainedcontrol over the SPV and holds 74% of the equity of the SPV Company. The auditors of theSPV have included a separate paragraph on Material Uncertainty related to Going Concern.Pending execution of the supplementary agreement and the conclusion of the Rebid noadjustments have been made in the financial statements.

d) We invite attention to Note 32 (d) of the Standalone Ind AS Financial Statements inrespect of a tolling bridge project in Andhra Pradesh where the monthly toll collectionsare not sufficient to pay the interest and the resultant defaults in the loan repaymentresulting in the facility being marked NPA. The SPV had earlier submitted a proposal underthe Scheme for Sustainable Structuring of Stressed Assets (S4A) to the Lenders which wascleared by the Lenders for approval of the Overseeing Committee (OC) set up by the IndianBanking Association (IBA) in consultation with the Reserve Bank of India (RBI). The SPVprovided its response to the observations of the Lenders and the OC on the S4A proposaland was awaiting the OC/lenders' approval. In the interim RBI vide its circular dated12th February 2018 discontinued with immediate effect all restructuring schemes forstressed assets (including S4A). As per this circular all schemes including S4A whichhave been invoked but not implemented shall be governed by the new circular. Thus therestructuring proposal proposed by the Company is no longer being pursued by the Lenders.Subsequently the Company has issued a cure period notice to Andhra Pradesh RoadDevelopment Corporation (APRDC or the Client) on 26th February 2018 under clause 37.2.1 ofthe Concession Agreement to cure the breaches of APRDC which includes provision of Revenueshortfall loan along with other mentioned breaches. Pending receipt of the response to thenotice for cure period no adjustments have been made in the financial statements. Theauditors of the SPV have included a separate paragraph on Material Uncertainty related toGoing Concern on the matter. The Company's exposure towards the project/SPV is Rs.95578.24 lacs (funded and non-funded).

e) We invite attention to Note 32(e) of the Standalone Ind AS Financial Statements anannuity project of the Company where the SPV has accounted for the asset as a financialasset. The SPV will have cost overrun on account of issue beyond the scope of the SPV andattributable to the Grantor. This will not result in any changes in the Annuity from thegrantor. However this amount would be treated separately as receivable from the Grantorbased on certification of delay period attributable to the Grantor certified by theIndependent Engineer. The SPV expects a sizeable claim on this amount and has obtainedlegal support for the validity of its claim from an Independent Expert on claim andlitigation. The SPV had also separately applied to the lenders for Scheme for 5:25Flexible Structuring Scheme for which sanction from two banks among consortium members hadbeen received and sanction from rest bankers were expected in near future. However inview of the RBI circular dated 12th February 2018 all restructuring schemes for stressedassets (including 5/25 Flexible Structuring Scheme) have been discontinued and theapplication became infructuous. The management contends that in view of the strong case ithas on the claim matter as aforesaid there will be no impairment necessary towards thefinancial asset or towards the investment of the Company. The exposure of the Company inthe SPV is Rs. 130254.07 lacs including non-fund exposure. Pending conclusions noadjustments have been made in the financial statements.

f) We invite attention to Note no 32 (f) of the Standalone Ind AS Financial Statementsrelating to the Hydropower project in Sikkim. As detailed in the note there are variousfactors affecting the progress of the project. The management as detailed in the note isconfident that it will be able to pursue the project viably and does not foresee any needfor impairment. Considering the assertion of the management no adjustments have been madetowards any possible impairment. The exposure of the Company in the SPV is Rs. 9622.91lacs.

g) We invite attention to Note 33 of the Standalone Ind AS Financial Statementswherein during the year Western Coalfields Limited (WCF) had encashed Bank Guaranteeamounting Rs 1514.01 lacs given in favour of Aparna Infraenergy India Private Limited(one of the SPV's sold to BIF India Holding Pte ltd on February 29 2016). Subsequent toencashment Company has filed an application for converting earlier injunction applicationto suit for recovery of damages. The management is hopeful of getting favourable decisionon the matter and recovery of damages based on legal advice on the matter. Pending theoutcome the Company has shown guarantee encashment amount as receivable from Western CoalFields and not debited the same to the statement of Profit and loss for the year endedMarch 31 2018.

It is clarified that the above matters covered in the Auditors' Report together withrelevant notes in the Notes to Accounts are self-explanatory.

SECRETARIAL AUDIT REPORT

Pursuant to the provisions of section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 Mr. Veeraraghvan. NPracticing Company Secretary (Certificate of Practice Number: 4334) was appointed toundertake the Secretarial Audit of the Company.

In terms of provisions of section 204 of the Companies Act 2013 the Secretarial AuditReport has been annexed to this Board Report as Annexure IV.

Observations made by the Secretarial Auditor in their Report are self-explanatory anddo not need further clarification.

PARTICULARS OF EMPLOYEES

Disclosures pertaining to remuneration and other details as required under Section197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 are annexed to this Report. In terms of the provisionsof Section 197(12) of the Act read with sub-rules (2) and (3) of Rule 5 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 a statement showingthe names and other particulars of employees drawing remuneration in excess of the limitsset out in the said Rules are provided in the Report. However having regard to theprovisions of the second proviso to Section 136(1) of the Act the details are excluded inthe report sent to members. The required information is available for inspection at theregistered Office and the same shall be furnished on request.

INFORMATION UNDER THE SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013

The Board has re-constituted Internal Complaints Committee under Section 4 of theSexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013with effect from February 14 2018. During the Financial Year no complaint was filedbefore the said Committee. Internal Complaints Committee comprises of Ms. Hilda ButhelloMs. Poonam Sabnis Mr. Sanjay Chaudhary and CA / CS Sunil Dedhia Practicing CompanySecretary as its members with Ms. Hilda Buthello as Chairperson of the Committee.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANYBETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THE REPORT

There were no material changes and commitments after the closure of the year till thedate of this report which affect the financial position of the Company.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS/ COURTS / TRIBUNALS

No significant or material orders were passed by the Regulators or Courts or Tribunalswhich impacts the going concern status and Company's operations in future.

ACKNOWLEDGEMENTS

The Board wishes to place on record their appreciation for the support received by theCompany from its shareholders and employees. The Directors also wish to acknowledge theco-operation and assistance received by the Company from its business partners bankersfinancial institutions and various Governments Semi Government and Local Authorities.

For and on behalf of the Board of
Gammon Infrastructure Projects Limited
Sushil Chandra Tripathi Kishor Kumar Mohanty
Chairman Managing Director
DIN: 00941922 DIN: 00080498
Place: Mumbai
Date: June 13 2018