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GPT Infraprojects Ltd.

BSE: 533761 Sector: Infrastructure
NSE: GPTINFRA ISIN Code: INE390G01014
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NSE 00:00 | 21 Jan 78.70 -2.20
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OPEN 80.85
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VOLUME 2951
52-Week high 107.75
52-Week low 34.00
P/E 9.33
Mkt Cap.(Rs cr) 230
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 80.85
CLOSE 80.00
VOLUME 2951
52-Week high 107.75
52-Week low 34.00
P/E 9.33
Mkt Cap.(Rs cr) 230
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

GPT Infraprojects Ltd. (GPTINFRA) - Director Report

Company director report

Dear Members

Your Directors are pleased to present the 41st Annual Report of the Companyand the audited Financial Statements for the financial year ended 31st March2021. The PDF version of the Report is also available on the Company's website(http://gptinfra.in/investors/ annual_report.php).

1. Financial Performace-2020-21

Particulars

Standalone

Consolidated

2020-21 2019-20 2020-21 2019-20
Earnings before Interest Tax Depreciation and Amortization 8510.18 8359.73 9133.61 8393.98
(EBITDA)
Less: Finance Cost 3849.64 4006.83 3926.92 4137.13
Depreciation &Amortization 1697.25 1799.00 2228.34 2370.13
Add: Share of profit of joint venture - - 66.62 -19.56
Profit Before Tax (PBT) 2963.29 2553.90 3044.97 1867.16
Less: Tax Expenses(Net) 905.96 851.51 996.95 584.50
Profit After Tax (PAT) for the year 2057.33 1702.39 2048.02 1282.66
Add. Other comprehensive income (net of tax expenses) 17.41 7.81 365.10 (447.31)
Total comprehensive income for the year 2074.74 1710.20 2413.12 835.35
Net Profit attributable to Non- Controlling Interest - - 26.42 (220.99)
Net Profit attributable to Owners of the Company 2074.74 1710.20 2021.60 1503.65
Add: Surplus in statement of profit and loss brought forward 10845.93 9038.52 13821.67 12220.81
Add. Excess Provision for Dividend Distribution tax written - 97.21 - 97.21
back
Amount available for Appropriation 12920.67 10845.93 15843.27 13821.67
Interim Dividend on equity shares 872.58 - 872.58 -
Surplus in statement of profit and loss carried forward 12048.09 10845.93 14970.69 13821.67
Earnings Per Share :
Basic 7.07 5.85 6.95 5.17
Diluted 7.07 5.85 6.95 5.17

2. Covid-19

COVID-19 hit the world hard to say the least and unprecedented lockdowns disruptedeconomies businesses and society in a manner that we have never seen in our lives. Indiawas no exception but our country has managed to flatten the COVID-19 curve remarkablybetter than many other economies. This was made possible by the government's timely andconsistent interventions to enforce stringent health and safety guidelines. Additionallythe government's huge stimulus package supported businesses and vulnerable communities.The government's mega push on infrastructure will further widen the opportunity horizonfor us as the Indian economy gradually regains its pre-COVID momentum. We have thecapability and the commitment to help build the India of tomorrow.

However India is currently experiencing a massive second wave of Covid-19 infections.We expect no major changes in the economic activity as the nation is preparing to face thePandemic with vaccines and preparedness.

Your Company has taken the initiatives to safeguard employees from the pandemic byorganizing own vaccination programme. Under this programme the company has initiatedvaccination drive to vaccinate all employees and their eligible family members for free.The vaccination drive is fully compliant with government rules and regulations.

The Company has adopted various cost-saving measures by rationalizing operating costspersonnel costs and overheads & administration costs. Most of the savings arestrategic in nature and are expected to give long term benefits to the company.

The ERP system (SAP) implemented by the Company enables the employees to operateremotely from their home and also from the project sites and manufacturing locations thusensuring internal control of the management on the operations of the Company. The Companyhas taken appropriate steps including Work from Home policy to ensure safety and health ofthe Company's employees at Head office and other locations and has a secure system toaccess the servers to the authorised persons including internal and statutory auditors.

It is difficult to predict the business impact due to the unprecedented environmentcaused by the CoVID-19 pandemic. However the Company expects to achieve normalcy in itsoperations as the impact of this pandemic and the state wise lockdowns eases.

3. Dividend

The Board Directors of the Company at their meeting held on 5th February 2021 haddeclared an Interim Dividend of H 1.50 per equity share i.e. 15% on face value of H 10each for the financial year ended 31st March 2021 and the same was paid to theshareholders within allowable time.

The Board of Directors are now pleased to recommend a final dividend of H 1 per equityshare i.e.10% for the financial year 2020-21. Thus the aggregate dividend for the year2020-21 is H 2.50 per share i.e.25% and total payout will be H 727.15 Lakh.

The dividend pay-out is in accordance with the Company's Dividend Distribution Policyand the same is available on the Company's website athttp://gptinfra.in/investors/corporate_ policies.php.

4. Transfer To Reserves

The Company has not transferred any amount to the General Reserve Account during thefinancial year ended 31st March 2021.

5. Company's Performance

On a consolidated basis the revenue for the Company for the year 2020-21 was H 61523Lakh marginally lower as compared to the previous year revenue of H 62271 Lakh. TheEBITDA for the year stood at H 9134 Lakh registering a growth of 8.81% over the previousyear EBITDA of H 8394 Lakh. The Profit After

Tax (PAT) was H 2048.02 Lakh in comparison to H 1282.66 Lakh i.e. a growth of 59.66%over the previous year.

On a standalone basis the revenue for the Company for the year 2020-21 was H 58198Lakh slightly lower as compared to the previous year revenue of H 60015 Lakh due tostrict lockdown in the first quarter. The EBITDA for the year was H 8510 Lakhregistering a growth of 1.79 percent over the previous year EBITDA of H 8360 Lakh. TheProfit After Tax (PAT) attributable to the shareholders was H 2075 Lakh in comparison toH 1710 Lakh i.e. a growth of 21.34% over the previous year.

6. Segment Revenues

a. Infrastructure Business

During the year 2020-21 this segment contributed revenue of H 48014 Lakh against thatof H 52254 Lakh for the previous year. This business segment currently has order book ofH 1630 Crore approximately which represents 3.4X its FY 2020-21 revenues for thissegment. b. Concrete Sleeper Business

During the year 2020-21 this segment recorded total revenue of H 9407 Lakh and H13023 Lakh in comparison with the previous year amounting toH 7259 Lakh andH 9531 Lakhfor standalone and consolidated respectively.

7. CREDIT RATING

The long term and short term credit facilities are rated by Acuite Ratings &Research Limited and the present rating of the Company is BBB- (Triple "B"Minus Outlook: Stable) for Long Term Instruments and "A3" for Short TermInstruments assigned on 4th August 2020.

8. Consolidated Financial Statement

Pursuant to Section 129(3) of the Companies Act 2013 ("Act") theconsolidated financial statements of the Company and its subsidiaries associates andjoint ventures prepared in accordance with the relevant Accounting Standard specifiedunder Section 133 of the Act read with Rule 7 of the Companies (Accounts) Rules 2014form part of this Annual Report. Pursuant to the provisions of the said section astatement containing the salient features of the financial statements of the Company'ssubsidiaries associates and joint ventures in Form AOC-1 is given in this Annual Report.

The Annual Report of the Company containing therein its standalone and theconsolidated financial statements has been placed on the website of the Company http://gptinfra.in/investors/annual_report.php.The Financial Statements along with audit reports of the subsidiaries are available forinspection online by the Members at the Registered Office of the Company during workingdays between 11.00 A.M. and 1.00 P.M.. Shareholders interested in obtaining a copy of theaudited financial statements of the subsidiary companies may write to the CompanySecretary at the Company's registered office.

9. Subsidiaries And Associate Companies

During the year under review none of the Company's subsidiaries or associatecompanies have become or ceased to be Company's subsidiaries or associate companies. Areport on the performance and financial position of each of the subsidiaries andassociates companies as per the Act is provided as an Annexure to the consolidatedfinancial statement and hence not repeated here for the sake of brevity. The Company hasrevised the policy for determining material subsidiaries in terms of Regulation 16(1)(c)of the Listing Regulations as amended from time to time. The policy as approved may beaccessed on the Company's website at the link: http://www.gptinfra.in/investors/corporate_policies.php

10. Directors' Responsibility Statement

Your Directors state that: a) in the preparation of the annual accounts for theyear ended March 31 2021 the applicable accounting standards read with requirements setout under Schedule III to the Act had been followed and there are no material departuresfrom the same;

b) 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 31 2021 and of the profit ofthe Company for the year ended on that date;

c) the Directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

d) the Directors had prepared the annual accounts on a ‘going concern' basis;

e) the Directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively; and

f) the Directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.

11. Corporate Governance

The Company is committed to maintain the highest standards of corporate governance andadhere to the corporate governance requirements set out under the provisions of the Actand SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015("Listing Regulations"). In terms of Regulation 34 of the Listing Regulations aReport on Corporate Governance along with a Certificate issued by Joint Statutory Auditorsof the Company confirming compliance with the requirements of Corporate Governance formsa part of the Annual Report.

12. Management Discussion And Analysis

The Management Discussion and Analysis report capturing your Company's performanceindustry trends and other material changes with respect to your Company is presented in aseparate section forming part of the Annual Report. The Report provides a consolidatedperspective of economic social and environmental aspects material to our strategy and ourability to create and sustain value to our key stakeholders and includes aspects ofreporting as required by Regulation 34(2)(e) read with Schedule V of the ListingRegulations.

13. Business Risk Management

Pursuant to the provisions of Regulation 21 of the Listing Regulations the Company isnot required to constitute a Risk Management Committee. The Company has however laid downprocedures to inform Board members about the risk assessment and minimization procedures.The Company's management systems organizational structures processes standards code ofconduct Internal Control and Internal audit methodologies and processes that governs asto how the Company conducts its business and manages associated risks. The Company alsohas in place a Risk Management Policy to identify and assess the key risk areas. TheMembers of the Audit Committee monitors and reviews the implementation of various aspectsof the Risk Management Policy. Major risks identified by the Company are systematicallyaddressed through mitigating actions on a continuous basis. The Company has also adoptedRisk Assessment Minimization and Control Procedures. At present no particular risk whoseadverse impact may threaten the existence of the Company is visualised.

14. Contracts And Arrangements With Related Parties

In line with the requirements of the Act and Listing Regulations your Company hasformulated a Policy on Related Party Transactions which is also available on Company'swebsite at http://www.gptinfra.in/investors/corporate_policies.php. The Policy intends toensure that proper reporting approval and disclosure processes are in place for alltransactions between the Company and Related Parties. This Policy specifically deals withthe review and approval of Material Related Party Transactions keeping in mind thepotential or actual conflicts of interest that may arise because of entering into thesetransactions. All Related Party Transactions are placed before the Audit Committee forreview and approval. Prior omnibus approval is obtained for Related Party Transactions ona yearly basis for transactions which are of repetitive nature and / or entered in theOrdinary Course of Business and are at Arm's Length basis. All the contracts /arrangements / transactions entered by the Company during the financial year with relatedparties were in its ordinary course of business and on an arm's length basis.

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 Materiality of Related Party Transactions and on dealing withRelated Party Transactions.

The Company has made full disclosure of transactions with the related parties as setout in Note 38 of Standalone Financial Statement forming part of the Annual Report.

There were no materially significant related party transactions which could havepotential conflict with interest of the Company at large.

15. Corporate Social Responsibility (CSR)

The Corporate Social Responsibility Committee of the Board has formulated andrecommended to the Board a Corporate Social Responsibility Policy (CSR Policy) indicatingthe activities to be undertaken by the Company which has been approved by the Board. TheCSR Policy may be accessed on the Company's website at thelink:http://gptinfra.in/investors/corporate_ policies.php. In terms of Section 135 of theCompanies Act 2013 read with Companies (Corporate Social Responsibility) Rules 2014 asamended ("CSR Rules") and in accordance with the CSR Policy during the year2021 the Company has spent above two percent of the average net profits of the Companyduring the three immediately preceding financial years. The details are provided in theAnnual Report on CSR activities.

Annual report on CSR activities as required under the Companies (Corporate SocialResponsibility Policy) Rules 2014 has been appended as ‘Annexure – 1' and formsintegral part of this Report.

16. Internal Financial Controls

The Company has in place adequate internal financial controls with reference tofinancial statements. During the year such controls were tested and no reportablematerial weaknesses in the design or operation were observed. Internal Audit is carriedout in accordance with auditing standards to review design effectiveness of internalcontrol system & procedures to manage risks operation of monitoring controlcompliance with relevant policies & procedure and recommend improvement in processesand procedure.

The financial statements of the Company have been prepared in accordance with IndianAccounting Standards (IND AS) as per the Companies (Indian Accounting Standards) Rules2015 as amended from time to time notified under Section 133 of Companies Act 2013 (the‘Act') and other relevant provisions of the Act. The Company maintains all itsrecords in ERP (SAP) System and the work flow and approvals are routed through ERP (SAP).

The Audit Committee of the Board of Directors regularly reviews execution of AuditPlan the adequacy & effectiveness of internal audit systems and monitorsimplementation of internal audit recommendations including those relating to strengtheningof company's risk management policies & systems.

17. CEO & CFO Certification

Pursuant to Regulation 17(8) read with Schedule II Part B of theListingRegulationsacertificatefromtheChiefExecutiveOfficer (MD) and Chief FinancialOfficer of the Company addressed to the Board of Directors inter alia confirming thecorrectness of the financial statements and cash flow statements adequacy of the internalcontrol measures and reporting of matters to the Audit Committee is provided elsewhere inthis Annual Report.

18. Directors And Key Managerial Personnel

(i) In accordance with the provisions of the Act and the Articles of Association of theCompany Mr. Vaibhav Tantia Director & COO of the Company retires by rotation at theensuing Annual General Meeting and being eligible offers himself for re-appointment. TheBoard recommends his re-appointment. His brief resume and other details as required underthe Act and Listing Regulations for his reappointment as Director are provided in theNotice of the 41st Annual General Meeting of your Company.

(ii) The tenure of Mr. Shree Gopal Tantia as Managing Director Mr. Atul Tantia asExecutive Director & CFO and Mr. Vaibhav Tantia as Director & COO are expiring on31st July 2021. Pursuant to the provisions of the Act based on therecommendation of the Nomination and Remuneration Committee the Board recommends theirre-appointment for further period of 3 (three) years with effect from 1st August2021 subject to approval of the Members through a Special Resolution in the ensuing 41stAnnual General Meeting of your Company.

Brief particulars and expertise of directors seeking reappointment together with theirother directorships and committee memberships have been given in the in the ExplanatoryStatement under Section 102 of the Companies Act 2013 of the Notice of the 41stAnnual General Meeting in accordance with the requirements of the Listing Regulations andSecretarial Standards.

(iii) At the 40th Annual General Meeting of the Company held on 21stAugust 2020 Mr. S. J. Deb was reappointed as an Independent Director of the Company tohold office for another term of 5 years.

(iv) Mr. Shree Gopal Tantia Managing Director Mr. Atul Tantia Executive Director& CFO Mr. Vaibhav Tantia Director & COO and Mr. A.B. Chakrabartty CompanySecretary are Key Managerial Personnel of the Company in accordance with the provisions ofSections 2(51) 203 of the Companies Act 2013 read with Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 (including any statutory modification(s)or re-enactment(s) thereof for the time being in force).

19. Declaration By Independent Directors

The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet the criteria of independence and that they are not aware of anycircumstance or situation which exist or may be reasonably anticipated that could impairor impact their ability to discharge their duties with an objective of independentjudgment and without any external influence pursuant to Regulation 25 of the ListingRegulations. None of the Directors have been subjected to any disqualification under theAct.

All the Independent Directors of your Company have been registered and are members ofIndependent Directors Databank maintained by Indian Institute of Corporate Affairs.

Out of four Independent Directors of the Company two Independent Directors have passedthe Online Proficiency Self Assessment Test conducted by Indian Institute of CorporateAffair (IICA). Two Independent Directors was exempted by Indian Institute of CorporateAffair (IICA) from appearing Online Proficiency Self-Assessment Test as they havefulfilled the conditions for seeking exemption from appearing for the Online ProficiencySelf-Assessment Test.

20. Number Of Meetings Of The Board

During the year 4 (four) Board Meetings were convened and held the details of whichare given in the Corporate Governance Report forming part of the Annual Report. As allowedby MCA due to COVID – 19 Pandemic one meeting was held beyond 120 days during theyear under review.

21. Separate Meeting Of Independent Directors

The Independent Directors met on February 05 2021 without the attendance ofNon-Independent Directors and members of the Management. The Independent Directorsreviewed the performance of Non-Independent Directors and the Board as a whole theperformance of the Chairman of the Company taking into account the views of ExecutiveDirectors and Non-Executive Directors and assessed the quality quantity and timeliness offlow of information between the Company Management and the Board that is necessary for theBoard to effectively and reasonably perform their duties.

22. Committees Of Board Of Directors

In compliance with the requirements of Companies Act 2013 and Listing Regulationsyour Board had constituted various Board Committees to assist it in discharging itsresponsibilities. The Board has adopted charters setting forth the roles andresponsibilities of each of the Committees. The Board has constituted following Committeesto deal with matters and monitor activities falling within the respective terms ofreference:

a. Mandatory Committees

Audit Committee

Nomination and Remuneration Committee

Stakeholder's Relationship Committee

Corporate Social Responsibility Committee

b. Non-Mandatory Committees

Executive Committee

Detailed composition of the above Committees their terms of reference number ofmeetings held attendance therein and other related details are provided in the CorporateGovernance Report forming part of the Annual Report. There has been no instance where theBoard has not accepted the recommendations of its Committees.

23. Annual Evaluation of the Board its Committees and Individual Directors

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

Independent Directors in their separate meeting evaluated the performance of Non-Independent Directors the Board as a whole its Committees and that of the Chairperson ofthe Company taking into account the views of Executive Directors and Non-ExecutiveDirectors. Performance evaluation of independent directors was done by the entire boardexcluding the independent director being evaluated.

The Independent Directors have expressed satisfaction at the robustness of theevaluation process the Board's freedom to express its views on matters transacted at theMeetings and the openness and transparency with which the Management discusses varioussubject matters specified on the agenda of meetings. Parameters and process applied forcarrying out the evaluation has been discussed in detail in the Corporate GovernanceReport.

Ongoing familiarisation program aims to provide insights into the Company and thebusiness environment to enable all the Independent Directors to be updated of newerchallenges risks and opportunities relevant in the Company's context and to lendperspective to the strategic direction of the Company. The details of programs forfamiliarization of Independent Directors with the Company their roles rightsresponsibilities in the Company nature of the industry in which the Company operatesbusiness model of the Company and related matters are put up on the website of the Companyand can be accessed at the link: http://www.gptinfra.in/investors/corporate_policies. php.

24. Remuneration Policy

The Company has a Board approved Remuneration Policy on appointment and remuneration ofDirectors Key Managerial Personnel and Senior Management Personnel containing criteriafor determining qualifications positive attributes and independence of a director.

Proviso to Section 178 (4) of the Companies Act 2013 requires the Company to place itsRemuneration policy on its website and disclose the salient features of such policy andchanges therein if any along with the web address of the policy in the Board's report.Accordingly the Remuneration Policy of the Company has been made available on theCompany's website at http://www.gptinfra.in/investors/corporate_policies.php. TheRemuneration Policy of the Company is appended as ‘Annexure -2' to this Report.

25. Particulars Of Managerial Remuneration

The statement required under Section 197 (12) read with Rule 5(1) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 is given in‘Annexure-3' forming part of this Report. Your Directors state that none of the

Executive Directors of the Company receives any remuneration or commission from any ofits Subsidiaries.

26. Particulars of Employees

The statement in respect of employees as required under Section 197 of the CompaniesAct 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 is given in ‘Annexure- 3' forming part of thisReport. There was also no employee receiving remuneration during the year in excess ofthat drawn by the Managing Director or Whole-time Director and holding by himself or alongwith his spouse and dependent children not less than two percent of the equity shares ofthe Company.

27. Human Resources:

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

28. Listing With Stock Exchanges

Your Company is presently listed with BSE Limited (BSE) and National Stock Exchange ofIndia Limited (NSE). The details of trading listing fees etc. are given in the CorporateGovernance Report.

29. Auditors And Auditors' Report

a. Statutory Auditor (s)

At the 39th Annual General Meeting held on 30th July 2019 M/s.MSKA & Associates Chartered Accountants (Firm Registration No. 105047W) wereappointed as Statutory Auditor of the Company for a term of five years to hold office fromthe conclusion of 39th Annual General Meeting till the conclusion of the 44thAnnual General Meeting of the Company to be held in the Calendar Year 2024.

M/s. SN Khetan & Associates Chartered Accountants Kolkata having firm Reg. No.325653E were appointed as the Joint Statutory Auditors of the Company by the shareholdersat the 38th Annual General Meeting to hold office till the Conclusion of 43rdAnnual General Meeting of the Company to be held in the Calendar Year 2023.

The requirement of the ratification of the appointment of Statutory Auditors at everyAnnual General Meeting has been done way by the Companies Amendment Act 2017 notified bythe Ministry of Corporate Affairs dated 07th May 2018 and hence the notice ofensuing Annual General Meeting does not carry any resolution pertaining to ratification ofappointment of Statutory Auditors.

b. Auditors' Report i. Qualified Opinion given in the Auditor's Report on financialstatements read with note no 34(D) & 33(D) forming part of standalone and consolidatedfinancial statements respectively are self–explanatory and do not call for anyfurther comments.

ii. Emphasis of Matter given in the Auditor's Report on financial statements read withnote no 34(B) & 34(C) and note no 33(B) & 33(C) forming part of the standalone andconsolidated financial statements respectively are self–explanatory and do not callfor any further comments.

30. Cost Auditors

In terms of the provisions of Section 148 of the Companies Act 2013 read with theCompanies (Cost Records and Audit) Rules 2014 the Company is required to maintain andget its cost record audited by a cost accountants in whole time practice. In this regardthe Board of Directors on the recommendation of the Audit Committee has re-appointedM/s. S.K. Sahu & Associates Cost Accountants (Membership No.28234) as the CostAuditor of your Company to conduct the audit of cost records for the financial year2021-22.

In terms of the provisions of Section 148(3) of the Companies Act 2013 read with Rule14(a)(ii) of the Companies (Audit and Auditors) Rules 2014 the remuneration asrecommended by the Board shall be ratified by the Members. Accordingly requisiteresolution seeking ratification of remuneration payable to the Cost Auditors for theFinancial Year 2021-22 is forming part of the notice convening the ensuing Annual GeneralMeeting.

Your Company has received consent from M/s. S.K. Sahu & Associates CostAccountants to act as the Cost Auditor for conducting audit of the cost records for thefinancial year 2021-22 along with a certificate confirming their independence and arm'slength relationship.

31. Secretarial Auditor

Section 204 of the Companies Act 2013 inter-alia requires every listed company toannex with its Board's report a Secretarial Audit Report given by a Company Secretary inpractice in the prescribed form. Regulation 24A of the Listing Regulations alsoprescribes similar requirements with effect from financial year ended 31stMarch 2019.

The Board of your Company had appointed Mr. Ashok Kumar Daga Practicing CompanySecretary (Certificate of Practice Number 2948) as Secretarial Auditor to conductSecretarial Audit of the Company for the Financial Year 2020-21 and his report inprescribed Form MR-3 is appended hereto as ‘Annexure

- 4' to this Report. There are no qualifications reservations or adverse remarks madeby the Secretarial Auditor in his report.

Pursuant to SEBI Circular no.CIR/CFD/CMD1/27/2019 dated February 08 2019 SecretarialCompliance Report for the financial year 2020-21 issued by Mr. Ashok Kumar DagaPracticing Company Secretary is annexed herewith and marked as ‘Annexure – 5' tothis report. The Secretarial Compliance Report does not contain any qualificationsreservation or adverse remarks.

None of the Auditors of the Company have reported any frauds specified under the secondproviso of Section 143 (12) of the Companies Act 2013 (including any statutorymodification(s) or re-enactment(s) thereof for the time being in force) therefore nodetail is required to be disclosed under Section 134 (3)(ca) of the Act.

32. Disclosures:

a. Whistle Blower Policy/ Vigil Mechanism

The Company promotes ethical behaviour in all its business activities and has put inplace a mechanism for reporting illegal or unethical behavior. The Vigil Mechanism of theCompany also incorporates a whistle blower policy in terms of the Listing Regulations.Protected disclosures can be made by a whistle blower through an e-mail or a letter tothe Chairman of the Audit Committee. The Policy on vigil mechanism and whistle blower maybe accessed on the Company's website at the link:http://www.gptinfra.in/investors/corporate_policies.php

33. Particulars of Loans given Investments made Guarantees given and Securitiesprovided

The Company has disclosed the full particulars of the loans given investments made orguarantees given or security provided as required under section 186 of the Companies Act2013 Regulation 34(3) and Schedule V of the SEBI (Listing Obligations & DisclosureRequirements) Regulations 2015 in Note 567 and 43 forming part of standalone financialstatement.

34. Conservation of Energy Technology Absorption and Foreign Exchange Earnings andOutgo

Information on conservation of energy technology absorption and foreign exchangeearnings and outgo as stipulated in Section 134(3) (m) of the Companies Act 2013 readwith Rule 8(3) of the Companies (Accounts) Rules 2014 is given in ‘Annexure - 6'hereto and forms a part of this Report.

35. Extract of Annual Return

As provided under Section 92(3) of the Act and rules framed thereunder the extract ofannual return in Form MGT-9 is given in ‘Annexure - 7' which forms part of thisreport. In compliance with Section 134(3)(a) of the Act MGT 9 is uploaded on Companieswebsite and can be accessed at the link: http://www.gptinfra.in/investors/disclosure_information.php.

36. Unpaid/Unclaimed Dividend

As on 31st March 2021 the Company is having a sum of H 102526/- (PreviousYear H 44423/-) as unpaid/unclaimed dividend lying in its Unpaid Dividend Account withBanks. During the current financial year 2021-22 no amount remained unclaimed and unpaidfor a period of seven years is due for transfer to Investor's Education and ProtectionFund.

37. Prevention of Sexual Harassment at Workplace:

The Company has zero tolerance towards sexual harassment at the workplace and to thisend has adopted a policy in line with the provisions of Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013 (POSH Policy) and the Rulesthereunder. All employees (permanent contractual temporary trainees) are covered underthe said Policy. An Internal Complaints Committee has also been set up to redresscomplaints received on sexual harassment.

During the year under review there were no complaints pertaining to sexual harassmenthas been received by the Company.

The Company is committed to providing a safe and conducive work environment to all itsemployees and associates.

38. Other Disclosures

a. During the year under review the Company has not accepted any deposit within themeaning of Sections 73 and 74 of the Companies Act 2013 read with the Companies(Acceptance of Deposits) Rules 2014 (including any statutory modification(s) orre-enactment(s) thereof for the time being in force).

b. The Company has complied with Secretarial Standards issued by the Institute ofCompany Secretaries of India on Board and General Meetings.

c. The Company does not have any scheme or provision of money for the purchase of itsown shares by employees/ Directors or by trustees for the benefit of employees/ Directors.

d. The Company has not issued equity shares with differential rights as to dividendvoting or otherwise.

e. 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.

f. Other than stated elsewhere in this report there are no material changes andcommitments affecting the financial position of the Company between the end of thefinancial year and the date of this report.

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

39. Acknowledgement

Your Directors would like to express their sincere appreciation for the assistance andco-operation received from the Financial Institutions Banks Government AuthoritiesCustomers Vendors Business Associates and Members during the year under review.

The Directors has placed on record the sad demise of Late Viswa Nath Purohit formerDirector of the Company due to COVID and record its warm appreciation of the contributionmade by him during his tenure as Director.

The Directors regret the loss of life due to COVID-19 pandemic and are deeply gratefuland have immense respect for every person who risked their life and safety to fight thispandemic.

Your Directors wish to place on record their sincere appreciation for the dedicatedefforts and consistent contribution made by the employees at all levels to ensure thatthe Company continues to grow and excel.

For and on behalf of the Board of Directors

D. P. Tantia

Chairman

DIN: 00001341

Registered office:

GPT Centre JC-25 Sector-III

Salt Lake Kolkata- 700 106

West Bengal (India)

June 21 2021

.