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GTPL Hathway Ltd.

BSE: 540602 Sector: Media
NSE: GTPL ISIN Code: INE869I01013
BSE 00:00 | 27 May 156.65 3.65
(2.39%)
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154.45

NSE 00:00 | 27 May 156.10 2.45
(1.59%)
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157.20

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OPEN 159.40
PREVIOUS CLOSE 153.00
VOLUME 1203
52-Week high 313.15
52-Week low 136.75
P/E 12.41
Mkt Cap.(Rs cr) 1,762
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 159.40
CLOSE 153.00
VOLUME 1203
52-Week high 313.15
52-Week low 136.75
P/E 12.41
Mkt Cap.(Rs cr) 1,762
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

GTPL Hathway Ltd. (GTPL) - Director Report

Company director report

Dear Members

The Board of Directors is pleased to present the Company's 16th Annual Report and theCompany's audited financial statement for the financial year ended March 31 2022.

FINANCIAL RESULTS

The Company's financial performance (Standalone and Consolidated) for the year endedMarch 31 2022 is summarised below: -

(Amount:Rs in Million)

Standalone Consolidated
Particulars Year ended Year ended
March 312022 March 312021 March 312022 March 312021
Audited Audited Audited Audited
1. Income
a. Income from Operations 15312.34 17555.42 24141.18 24669.97
b. Other Income 364.46 489.48 425.35 630.38
Total Income 15676.80 18044.90 24566.53 25300.35
2. Expenses
a. Pay Channel Cost 8693.38 7690.49 12137.37 10417.53
b. EPC cost of material consumed and sub contracting cost 307.06 3703.11 307.06 3703.11
c. Other Operating Expenses 702.79 519.53 2394.26 1675.23
d. Employee Benefits Expense 592.62 588.92 1206.78 1147.97
e. Finance Cost 104.04 174.38 144.29 230.34
f. Depreciation Amortisation and Impairment 1382.10 1557.70 2528.64 2604.31
g. Other Expenses 2089.44 1982.98 2820.26 2632.81
Total Expenses 13871.43 16217.11 21538.66 22411.30
3. Profit/(Loss) before Exceptional Items & Tax Expenses (1-2) 1805.37 1827.79 3027.87 2889.05
4. Exceptional Items - - 123.88 -
5. Share of Profit /(Loss) of Associates / Joint Ventures (4.96) (10.00)
6. Profit / (Loss) before Tax (3-4+5) 1805.37 1827.79 2899.03 2879.05
7. Tax expense 433.35 501.77 712.44 775.04
a. Current Tax 344.83 345.53 470.76 601.56
b. Deferred Tax 83.98 143.12 347.21 164.10
c. Previous Year Tax Adjustments 4.54 13.12 (105.53) 9.38
8. Net Profit / (Loss) for the Period (6-7) 1372.02 1326.02 2186.59 2104.01
9. Other Comprehensive Income / (Loss)
a. Items that will not be reclassified to profit or loss: 6.70 3.42 10.07 4.69
b. Income tax relating to above 0.84 (0.88) 0.06 (0.94)
10. Total Other Comprehensive Income / (Loss) (after Tax) 7.54 2.54 10.13 3.75
11. Total Comprehensive Income/(Loss) (after Tax) (8+10) 1379.56 1328.56 2196.72 2107.76
12. Profit / (Loss) attributable to:
Owners of the Company 1996.62 1881.02
Non Controlling Interests 189.97 222.99
13. Other Comprehensive Income / (Loss) attributable to:
Owners of the Company 9.28 3.69
Non Controlling Interests 0.85 0.06
14. Total Comprehensive Income / (Loss) attributable to:
Owners of the Company 2005.90 1884.71
Non Controlling Interests 190.82 223.05
15. Earning Per Share - (basic and diluted) (in Rs) 12.20 11.79 17.75 16.73

TRANSFER TO RESERVES

The Board of Directors of the Company has not transferred any amount to the Reservesfor the year under review.

RESULTS OF OPERATIONS & STATE OF COMPANY'S AFFAIRS

During the year under review the total revenue from operations was Rs 15676.80Million on standalone basis and Rs 24566.53 Million on consolidated basis as compared tothe last year's revenue of Rs 18044.90 Million on standalone basis and Rs 25300.35Million on consolidated basis respectively. The Profit after Tax (PAT) of your Company wasRs 1372.02 Million on standalone basis and Rs 2186.59 Million on consolidated basis ascompared to the last financial year's PAT was Rs 1326.02 Million on standalone basisandRs 2104.01 Million on consolidated basis respectively. The Company was "Net Debt-Free" as on March 31 2022.

DETAILS OF MATERIAL CHANGES FROM THE END OF THE FINANCIAL YEAR TILL THE DATE OF THISREPORT

No Material Changes have taken place from the end of the financial year till the dateof this report.

DIVIDEND

The Board of Directors has recommended a dividend of Rs 4/- (Rupees Fouronly) pereguity share of Rs 10/- (Rupees Ten) each fully paid-up of the Company (last year Rs 4/-per eguity share of Rs 10/-each). Dividend is subject to approval of members at theensuing Annual General Meeting ("AGM") and shall be subject to deduction ofincome tax at source.

The dividend recommended is in accordance with the Company's Dividend DistributionPolicy. The Dividend Distribution Policy of the Company is available on the Company'swebsite and can be accessed at https://www.gtpl.net/uploads/investor-relations/dividend-distribution-policy. pdf.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review as stipulatedunder the Securities and Exchange Board of India (Listing Obligations and DisclosureReguirements) Regulations 2015 ("SEBI Listing Regulations") is presented in aseparate section forming part of the Annual Report.

BUSINESS OPERATIONS/PERFORMANCE OF THE COMPANY AND ITS MAJOR SUBSIDIARIES

The Company is the largest Multi System Operator in India offering Digital CableTelevision services and providing Broadband services through its subsidiary.

The Company is focusing on its two core business activities Digtial Cable TV andInternet Service by adopting the use of latest advanced technology offering gualityservices to its customers at competitive prices and continuing geographical expansionacross India.

Cable Television Business

The Company is the No. 1 Digital Cable Service Provider in the Country with presence in19 States across 1200+ towns. The Company continues to be the largest Digital Cable TVprovider in Gujarat and the second largest Digital Cable TV provider in West Bengalthrough its subsidiary. The Company also has significant presence in Maharashtra AndhraPradesh Telangana and Assam and is expanding its foothold in States of Bihar JharkhandTamil Nadu Tripura and Rajasthan. During the FY 2021-22 the Company ventured into Statesof Karnataka Madhya Pradesh Nagaland and Odisha. The Company has launched GTPL Genie anAndroid TV based Flybrid Set- Top-Box to offer a bundle of a variety of content fromlinear channels as well as OTT platforms to cater to the evolving preferences of thecustomers.

The Active Cable TVSubscriber base stands at 8.40 Million as of March 31 2022.

During the year the Company has successfully completed work for the commissioning andlaying of Optic Fiber Cable for the work order received from Gujarat Fibre Grid NetworkLimited (GFGNL) under Digital India Initiative. Subseguently the Company has commencedthe O&M for GFGNL.

Broadband Services

The Company offers broadband services through GTPL Broadband Private Limited itswholly owned subsidiary ("GTPL Broadband"). GTPL Broadband is the No. 1broadband service provider in Gujarat. It is the 6th largest private wireline BroadbandService provider amongst 350+ service providers in the Country. GTPL Broadband offers highspeed and unlimited data broadband to its customers using the latest Gigabit PassiveOptical Network - Fiber to the Plome (GPON- FTTFH) at affordable prices. GTPL Broadbandhas ventured outside Gujarat and is operating in cities of Plyderabad Varanasi JaipurPatna Pune and Nagpur. During the FY 2021-22 the Broadband business has furtherstrengthened its leadership position by adding more than 181000 active subscribers andcreating more than 830000 new home-pass.

The total home-pass stands at 4.70 Million and active connected homes stand at 816000as on March 31 2022.

COVID-19

The Company has continued to operate and provide services to its customers which hadbeen declared as an essential service without any significant disruptions during ongoingCOVID-19 crisis. However disruptions to businesses worldwide and economic slowdown mayhave its eventual impact on the Company. The Company has evaluated its liguidity positionand of recoverability and carrying values of its assets and accordingly at present themanagement does not see any medium to long term risks in the Company's ability to continueas a going concern and meeting its liabilities as and when they fall due.

CREDIT RATING

The Company's financial discipline and prudence is reflected in the strong creditratings ascribed by rating agency. The details of credit ratings are disclosed in theCorporate Governance Report which forms part of the Annual Report.

CONSOLIDATED FINANCIAL STATEMENT

In accordance with the provisions of the Companies Act 2013 ("the Act') the SEBIListing Regulations read with Ind AS-110 (Consolidated Financial Statement) Ind AS-28(Investments in Associates and Joint Ventures) and Ind AS - 112 (Disclosure of interest inother entities) the consolidated audited financial statement forms part of the AnnualReport.

SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES

During the year under review companies / entities listed in Annexure 1 to thisReport have become and ceased to be subsidiary joint venture or associate of the Company.

A statement providing details of performance and salient features of the financialstatements of subsidiaries/ associates/ jointly controlled entities as per Section 129(3)of the Act is provided as Annexure 2 to this report.

The audited financial statement including the consolidated financial statement of theCompany and all other documents reguired to be attached thereto is put up on the Company'swebsite and can be accessed at https://www.gtpl.net/ investorrelations/annual-report.

The financial statements of the subsidiaries as reguired are available on theCompany's website and can be accessed athttps://www.gtpl.net/investorrelations/generaLmeeting/.

The Company has formulated a policy for determining Material Subsidiaries and the sameis placed on the website of the Company athttps://www.gtpl.net/uploads/investor-relations/ policy-on-material-subsidiary.pdf.

SECRETARIAL STANDARDS

The Directors state that applicable Secretarial Standards i.e. SS-1 and SS-2 relatingto 'Meetings of the Board of Directors' and 'General Meetings' respectively have beenduly followed by the Company.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(3) (c) of the Act the Directors state that:

a. in the preparation of the annual accounts for the year ended March 31 2022 theapplicable accounting standards read with reguirements set out under Schedule III to theAct have been followed and there were no material departures from the same;

b. the Directors have selected such accounting policies and applied them consistentlyand made judgements 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 2022 and of the profit ofthe Company for the year ended on that date;

c. the Directors have taken proper and sufficient care for the maintenance of adeguateaccounting 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 have prepared the annual accounts on a 'going concern' basis;

e. the Directors have laid down internal financial controls to be followed by the Company and that such interna [finance controls are adeguate and are operating effectively; and

f. the Directors have devised proper systems devised to ensure compliance with theprovisions of all applicable laws and that such systems are adeguate and operatingeffectively.

CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of Corporate Governance andadhere to the Corporate Governance reguirements set out by the Securities and ExchangeBoard of India ("SEBI").

The detailed Corporate Governance Report of the Company in pursuance of the SEBIListing Regulations forms part of the Annual Report of the Company. The reguisiteCertificate from a Practicing Company Secretary confirming compliance with the conditionsof Corporate Governance as stipulated under the SEBI Listing Regulations is enclosed tothe Corporate Governance Report.

BUSINESS RESPONSIBILITY REPORT

As stipulated under the SEBI Listing Regulations the Business Responsibility Reportforms part of the Annual Report of the Company.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All contracts / arrangements / transactions entered by the Company during the financialyear with related parties were in its ordinary course of business and on an arm's lengthbasis.

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 or which is reguired tobe reported in Form No. AOC-2 in terms of Section 134(3) (h) read with Section 188 of theActand Rule 8(2) of the Companies (Accounts) Rules 2014.

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

The Policy on Materiality of Related Party Transactions and dealing with Related PartyTransactions as approved by the Board is put upon the Company's website and can beaccessed at https://www.gtpl.net/uploads/investor-relations/policy-on- rela ted-pa rty-transactions. pdf.

Members may refer Note 35 to the Standalone Financial Statement which sets out relatedparty disclosures pursuant to Ind AS.

CORPORATE SOCIAL RESPONSIBILITY

The Corporate Social Responsibility ("CSR") Committee's prime responsibilityis to assist the Board in discharging its social responsibilities by way of formulatingand monitoring implementation of the objectives set out in the 'Corporate SocialResponsibility Policy' ("CSR Policy"). The CSR Policy of the Company interalia covers CSR vision and objective and also provides for governance implementationmonitoring and reporting framework. During the year the Board of Directors at itsmeeting held on March 282022 has approved and adopted revised CSR Policy of the Company.

The CSR Policy may be accessed on the Company's website athttps://www.gtpl.net/uploads/investor-relations/corporate-social-responsibility-policy.pdf.

In terms of the CSR Policy the focus areas of engagement shall be eradicating hungerpoverty preventive health care education rural areas development gender egualityempowerment of women environmental sustainability and protection of national heritageart and culture and other need based initiatives.

During the year under review the Company has spent Rs 25.45 Million i.e. 2% of theaverage net profit of last three financial years on CSR activities.

The Annual Report on CSR activities as stipulated under the Companies (Corporate SocialResponsibility Policy) Rules 2014 is annexed herewith and marked as Annexure3 tothis Report.

RISK MANAGEMENT

Risk Management is the process of identification assessment and prioritisation ofrisks followed by coordinated efforts to minimise monitor and mitigate/control theprobability and / or impact of unfortunate events or to maximise the realisation ofopportunities. The Audit Committee reviews the risks faced by the Company and formulatesrisk management and mitigation procedures from time to time which are also reviewed toensure that executive management controls risk through means of a properly definedframework. The major risks have been identified by the Company and its mitigationprocess/measures have been formulated in the areas such as business customer servicemarket litigation logistics project execution financial human resources environmentand statutory compliance.

The Board of Directors of the Company has constituted the Risk Management Committeewhich has inter alia been entrusted with the responsibility of overseeing effectiveimplementation monitoring of risk management plan and policy continuous review andobtaining assurance from the management for timely identifying managing and mitigatingthe emerging risk associated with the Company.

INTERNAL FINANCIAL CONTROLS

The Company has adeguate internal financial controls commensurate with the size of thebusiness and nature of its operations designed to provide reasonable assurance withregard to the accuracy and completeness of the accounting records and timely preparationand provision of reliable financial statements.

The internal financial controls have been embedded in the business processes. Assuranceon the effectiveness of internal financial controls is obtained through management reviewsand continuous monitoring by functional head.

The Audit Committee guarterly reviews adeguacy and effectiveness of Company's InternalControls and monitors the implementation of audit recommendations if any.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of the Act and the Articles of Association of theCompany Mr. Amit Shah (DIN: 02450422) retires by rotation at the ensuing AGM and beingeligible offers himself for re-appointment. The Board of Directors on the recommendationof the Nomination and Remuneration Committee ("NRC") has recommended hisre-appointment.

The term of Ms. Parul Oza (DIN: 00401656) as an Independent Director came to an end onSeptember 27 2021. The Board placeson record itsgratitudeand appreciation towardsvaluable contribution made by her during her tenure as an Independent Director of theCompany.

The Board of Directors has:

1. appointed Mrs. Divya Momaya (DIN: 00365757) as an Additional Director to be anIndependent Director effective September 28 2021 for a term of 3 (three) consecutiveyears up to September 27 2024 who shall hold office as an Additional Director of theCompany up to the date of ensuing AGM. In the opinion of Board she possesses requisiteexpertise integrity and experience for appointment as Independent Director of theCompany;

2. re-appointed Mr. Anirudhsinh Jadeja as Managing Director for a further period ofthree years effective December 8 2022.

The Board of Directors on the recommendation of the NRC commends theirappointment/re-appointment at the ensuing AGM.

During the year Mr. Bharat B. Chovatia Mr. Falgun Shah and Mr. Kunal Chandra havebeen re-appointed as Independent Directors of the Company for a second term at the AnnualGeneral Meeting of the Company held on August 27 2021 for a period of three consecutiveyears with effect from September 28 2021 to hold office up to September 27 2024 based onthe approval of the Board of Directors on recommendation of NRC basis their performanceevaluation at its meeting held on June 112021.

In the opinion of the Board Mr. Bharat B. Chovatia and Mr. Falgun Shah - CharteredAccountants and Mr. Kunal Chandra - a lawyer by profession possess integrity of highestorder had provided lot of support during their first tenure to the Company managementwith regard to various accounting legal and regulatory guidance from time to time andaccordingly they have the requisite experience and expertise to guide the Company goingforward.

Save and except aforementioned there were no other changes in the Board of Directorsand Key Managerial Personnel of the Company.

The Company has received declarations from all Independent Directors of the Companyconfirming that:

i. they meet the criteria of independence prescribed under the Act and the SEBI ListingRegulations; and

ii. they have registered their names in the Independent Directors' Databank.

The Company has devised the Nomination and Remuneration Policy which is availableonthe Company's website and can be accessed athttps://www.gtpl.net/uploads/investor-relations/nomination-and-remuneration-policy-2019.pdf.

The Policy sets out the guiding principles for the NRC for identifying persons who arequalified to become Directors and to determine the independence of Directors whileconsidering their appointment as Independent Directors of the Company. The Policy alsoprovides for the factors in evaluating the suitability of individual Board members withdiverse background and experience that are relevant for the Company's operations. ThePolicy also sets out the guiding principles for the NRC for recommending to the Board theremuneration of the Directors Key Managerial Personnel and other employees of theCompany. There has been no change in the aforesaid policy during the year.

PERFORMANCE EVALUATION

The Company has a policy for performance evaluation of the Board Committees and otherIndividual Directors which include criteria for performance evaluation of Non-executiveDirectors and Independent Directors.

The annual performance evaluation of the Board its Committees and Individual Directorswas carried out during the year by the NRC. A consolidated report was shared by the NRCwith the Chairman of the Board for his review and giving feedback to each Director. TheIndependent Directors carried out annual performance evaluation of the Chairman the Non-Independent Directors and the Board as a whole.

AUDITORS AND AUDITORS' REPORT

(I) STATUTORY AUDITORS

The Company had appointed M/s. Khimji Kunverji & Co. LLP Chartered Accountants(Firm Registration No. 105146W / W100621) as the Statutory Auditors of the Company for aperiod of five years at the AGM of the Company held on September 25 2017. Pursuant to theprovisions of Section 139 of the Act read with the Companies (Audit and Auditors) Rules2014 the term of M/s. Khimji Kunverji & Co. LLP Chartered Accountants (FirmRegistration No. 105146W / W100621) Statutory Auditors of the Company expires at theconclusion of the ensuing AGM of the Company.

The Notes on financial statement referred to in the Auditors' Report areself-explanatory and do not call for any further comments. The Auditors' Report does notcontain any qualification reservation adverse remark or disclaimer. The Board ofDirectors of the Company at its meeting held on April 20 2022 on the recommendation ofthe Audit Committee has recommended the appointment of M/s. Deloitte Flaskins &Sells Chartered Accountants (Firm Registration No. 117365W) as the Statutory Auditors ofthe Company to the members for a period five years from the conclusion of the 16th AGMtill the conclusion of 21st AGM to beheld in year 2027.

The Company has received a certificate that they satisfy the criteria provided underSection 141 of the Act and that the appointment if made shall be in accordance with theapplicable provisions of the Companies Act 2013 and rules framed thereunder.

The Board recommends their appointment as Statutory Auditors for approval of members.

(II) SECRETARIAL AUDITOR

The Board of Directors of the Company had appointed M/s. Chirag Shah & AssociatesCompany Secretaries to conduct Secretarial Audit for the FY 2021-22. The SecretarialAudit Report for the financial year ended March 31 2022 is annexed herewith and marked asAnnexure 4 to this Report. The Secretarial Audit Report does not contain anyqualification reservation adverse remark or disclaimer.

The Company is in compliance with Regulation 24A of SEBI Listing Regulations. As perregulation 24A(1) of the Listing Regulations the secretarial audit reports of GTPLBroadband Private Limited and GTPL Kolkata Cable & Broadband Pariseva Limitedunlisted material subsidiary companies are annexed herewith as Annexure 4A and Annexure4B respectively. The Secretarial Audit Report of these unlisted material subsidiariesdoes not contain any gualification reservation or adverse remark or disclaimer.

(Ill) COST AUDITOR

The Board has appointed M/s. Rajendra Patel & Associates Cost Accountant as theCost Auditor to conduct audit of cost records of the Company for the FY 2022-23 underSection 148 of the Act read with the Companies (Cost Records and Audit) Rules 2014.

In accordance with the provisions of Section 148(1) of the Act read with the Companies(Cost Records and Audit) Rules 2014 the Company has maintained cost accounts andrecords.

DISCLOSURES

(I) MEETINGS OF THE BOARD

7 (seven) Board Meetings were held during the financial year ended on March 31 2022.The particulars of the meetings held and attended by each Director are detailed in theCorporate Governance Report.

(II) AUDIT COMMITTEE

The Audit Committee comprises of Mr. Falgun Shah (Chairman) Mr. Bharat B. ChovatiaMr. Kunal Chandra Mrs. Divya Momaya Mr. Ajay Singh and Mr. Amit Shah as members.

During the year all the recommendations made by the Audit Committee were accepted bythe Board.

(III) CSR COMMITTEE

The CSR Committee comprises of Mrs. Divya Momaya (Chairperson) Mr. Rajan Gupta Mr.Amit Shah and Mr. Ajay Singh as members.

(IV) NRC

The NRC comprises of Mr. Kunal Chandra (Chairman) Mr. Falgun Shah Mrs. Divya Momayaand Mr. Ajay Singh as members.

(V) STAKEHOLDERS RELATIONSHIP COMMITTEE

The Stakeholders Relationship Committee comprises of Mrs. Divya Momaya (Chairperson)Mr. Rajan Gupta Mr. Anirudhsinh Jadeja and Mr. Ajay Singh as members.

(VI) RISK MANAGEMENT COMMITTEE

The Risk Management Committee comprises of Mr. Falgun Shah (Chairman) Mr. Rajan GuptaMr. Anirudhsinh Jadeja and Mr. Ajay Singh as Members.

The details of the dates of the meetings attendance and terms of reference of each ofthe Committees are disclosed in the Corporate Governance Report which forms part of theAnnual Report.

VIGIL MECHANISM

The Company promotes ethical behaviour in all its business activities. Towards thisthe Company has adopted a Policy on Vigil Mechanism and whistle blower policy. Protecteddisclosures can be made by a whistle blower through an e-mail or a letter to theCompliance Officer or to the Chairman of the Audit Committee. The Audit Committee alsoreviews complaints/issues (if any) raised through Vigil Mechanism or by any Whistle bloweron a guarterly basis.

The Vigil Mechanism and Whistle Blower Policy may be accessed on the Company's websiteat https://www.gtpl.net/ uploads/investor-relations/vigil-mechanism-policy-2019. pdf.During the year under review no protected disclosure concerning any reportable matter inaccordance with the Vigil Mechanism and Whistle Blower Policy of the Company was receivedby the Company.

PARTICULARS OF LOANS GIVEN INVESTMENTS MADE AND GUARANTEES GIVEN

Particulars of loans given investments made and guarantees given under the provisionsof the Section 186 of the Act during the year are provided in the Standalone FinancialStatement (Please refer Note 341135 and 41 to the Standalone Financial Statement).

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

In accordance with the reguirements of the Sexual Plarassment of Women at Workplace(Prevention Prohibition & Redressal) Act 2013 ("POSH Act") and Rules madethereunder the Company has formed Internal Committee for various workplaces to addresscomplaints pertaining to sexual harassment in accordance with the POSPI Act. The Companyhas a policy for prevention of Sexual Harassment which ensures a free and fair enguiryprocess with clear timelines for resolution. There were no cases/complaints filed duringthe year under POSH Act.

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

The particulars relating to conservation of energy technology absorption foreignexchange earnings and outgo as reguired to be disclosed under the Act are provided in Annexure5 to this Report.

ANNUAL RETURN

As reguired under Section 134(3) (a) of the Act the Annual Return is available on theCompany's website and can be accessed athttps://www.gtpl.net/uploads/annual-report/file/Annual%20 Retu rn-AG M %20 FY%202021-22.pdf.

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 and Remuneration of Managerial Personnel) Rules 2014 asamended a statement showing the names of Top 10 employees in terms of remuneration drawnand the names and other particulars of the employees drawing remuneration in excess of thelimits set out in the said rules forms part of this Report. Disclosures relating toremuneration and other details as reguired under Section 197(12) of the Act read with Rule5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014as amended forms part of this Report. Having regard to the provisions of the secondproviso to Section 136(1) of the Act and as advised the Annual Report excluding theaforesaid information is being sent to the members of the Company. Any member interestedin obtaining such information may write to the Company on email id complianceofficer@gtpl.net.

GENERAL

The Board of Directors state that no disclosure or reporting is reguired in respect ofthe following matters as there were no transactions or applicability pertaining to thesematters during the year under review:

i) Details relating to deposits covered underChapterVof the Act.

ii) Issue of eguity shares with differential rights as to dividend voting orotherwise.

iii) Issue of shares (including sweat eguity shares and Employees' Stock OptionsSchemes) to employees of the Company under any scheme.

iv) Significant or material orders passed by the Regulators or Courts or Tribunalswhich impact the going concern status and Company's operations in future.

v) Fraud reported by the Auditors to the Audit Committee or the Board of Directors ofthe Company.

vi) Scheme of provision of money for the purchase of its own shares by employees or bytrustees for the benefit of employees.

vii) Payment of remuneration or commission from any of its holding or subsidiarycompanies to the Managing Director of the Company.

viii) Change in the nature of business of the Company.

ix) Instances of transferring the funds to the Investor Education and Protection Fund.

x) Issue of debentures / bonds / warrants / any other convertible securities.

xi) Details of any application filed for corporate insolvency under CorporateInsolvency Resolution Process under the Insolvency and Bankruptcy Code 2016.

xii) Instance of one-timesettlementwith any Bankor Financial Institution.

xiii) Statement of deviation or variation in connection with preferential issue.

HEALTH SAFETY AND ENVIRONMENT

The Company is committed in cultivating a proactive safety culture. We have implementedwork safety measures and standards to ensure healthy and safe working conditions for allthe employees visitors and customers. The Company has complied with all the applicablehealth safety and environmental protection laws to the extent applicable.

PEOPLE DEVELOPMENT

Our professionals are our most important assets. We are committed to hiring enablingand retaining the best talent. The Company believes that people's development is the keyfor overall growth of the organisation and recognises contribution of its Human Resourcesin providing it the competitive advantage. The Company focuses on promoting acollaborative transparent and participative organisation culture rewarding merit andperformance excellence. Our human resource management focuses on allowing our employees todevelop their skills and grow in their careers.

An evolved onboarding model helped the Company to effectively integrate associatesacguired through a strong localisation focus.

Going forward the Company aims at launching initiatives for Talent DevelopmentSuccession Planning and Talent Retention.

ACKNOWLEDGEMENT

The Board of Directors wish to place on record its deep sense of appreciation for thecommitted services by all the employees of the Company. The Board of Directors would alsolike to express their sincere appreciation for the assistance and co-operation receivedfrom the financial institutions banks government and regulatory authorities stockexchanges customers vendors and members during the year under review.

For & on behalf of the Board of Directors
Rajan Gupta Anirudhsinh Jadeja
Chairman Managing Director
DIN: 07603128 DIN: 00461390
Place: Mumbai Place: Ahmedabad
Date: April 20 2022

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