Your Directors have pleasure in presenting the 12th AnnualReport of the Company together with the Audited Financial
Statements for the financial year ended on March 31 2018.
FINANCIAL RESULTS AND STATE OF THE COMPANY'S AFFAIR
The financial performance of the Company for the financial year endedon March 31 2018 is summarised as below:
(Amount: Rupees in Million)
|Particulars || |
Standalone Year ended
Consolidated Year ended
| ||March 31 2018 ||March 31 2017 ||March 31 2018 ||March 31 2017 |
| ||Audited ||Audited ||Audited ||Audited |
|1. Income || || || || |
|a. Income from Operations ||7389.46 ||6127.54 ||10912.69 ||9077.01 |
|b. Other Income ||168.00 ||252.86 ||220.85 ||341.29 |
|Total Income ||7557.46 ||6380.40 ||11133.54 ||9418.30 |
|2. Expenses || || || || |
|a. Pay Channel Cost ||3258.82 ||2783.15 ||4406.06 ||3821.05 |
|b. Other Operational Expense ||581.10 ||494.48 ||907.69 ||892.85 |
|c. Employee Benefits Expense ||508.97 ||445.16 ||1261.24 ||1084.39 |
|d. Finance Cost ||313.40 ||506.11 ||393.49 ||580.77 |
|e. Depreciation and Amortisation Expense ||1094.59 ||933.88 ||1710.74 ||1394.44 |
|f. Other Expenses ||863.53 ||655.76 ||1414.21 ||1214.43 |
|Total Expenses ||6620.41 ||5818.54 ||10093.43 ||8987.93 |
|3. Profit/(Loss) before Exceptional Items & Tax Expenses(l-2) ||937.05 ||561.87 ||1040.11 ||430.37 |
|4. Exceptional Items ||42.40 || |
|42.40 || |
|5. Share of Profit /(Loss) of Associates / Joint Ventures || || ||(19.69) ||(22.52) |
|6. Profit / (Loss) before Tax (3-4+5) ||894.65 ||561.87 ||978.02 ||407.85 |
|7. Tax expense ||303.97 ||161.00 ||414.03 ||145.42 |
|a. Current Tax ||296.20 ||98.06 ||421.81 ||181.54 |
|b. Deferred Tax ||(225.03) ||62.94 ||(240.58) ||(36.12) |
|c. Previous Year Tax Adjustments ||232.80 || |
|232.80 || |
|8. Net Profit / (Loss) for the Period (6-7) ||590.68 ||400.87 ||563.99 ||262.43 |
|9. Other Comprehensive Income / (Loss) (Net of Tax) || || || || |
|Items that will not be reclassified to profit or loss: || || || || |
|a. Re-measurements of defined benefit plans ||(4.26) ||(4.01) ||4.84 ||(4.01) |
|b. Income tax relating to above ||1.45 ||1.39 ||(1.65) ||1.39 |
|10. Total Other Comprehensive Income / (Loss) (after Tax) ||(2.81) ||(2.62) ||3.19 ||(2.62) |
|11. Total Comprehensive Income / (Loss) (after Tax) (8+10) ||587.87 ||398.25 ||567.18 ||259.81 |
|12. Profit / (Loss) attributable to : || || || || |
|- Owners of the Company || || ||610.96 ||402.85 |
|- Non Controlling Interests || || ||(46.97) ||(140.42) |
|13. Other Comprehensive Income / (Loss) attributable to: || || || || |
|- Owners of the Company || || ||3.19 ||(2.62) |
|- Non Controlling Interests || || || |
|14. Total Comprehensive Income / (Loss) attributable to: || || || || |
|- Owners of the Company || || ||614.15 ||400.23 |
|- Non Controlling Interests || || ||(46.97) ||(140.42) |
|15. Earnina Per Share - (basic diluted and not annualised) (in ?) ||5.42 ||4.05 ||5.61 ||4.10 |
The Company has adopted Indian Accounting Standards (Ind AS) from April12016. The figures for the Year ended on March 31 2018 are also Ind AS compliant.
STANDALONE OPERATING RESULTS:
During the year under review the Revenue from operations of theCompany is ' 7389.46 Million as compared to ' 6127.54 Million in theprevious financial year. During the year under review the Company has earned a ProfitBefore Tax (PBT) of' 894.65 Million and Profit After Tax (PAT) of ' 590.68Million as compared to PBT of ' 561.87 Million and PAT of ' 400.87 Millionrespectively in the previous financial year.
CONSOLIDATED OPERATING RESULTS:
During the year under review on a consolidated basis your Company(together with its Subsidiaries) has earned Revenue from Operations of ' 10912.69Million as compared to ' 9077.01 Million in the previous Financial Year.Correspondingly the Consolidated Profit After Tax (PAT) registered during the year underreview is ' 563.99 Million as compared to the Consolidated Profit After Tax (PAT)of ' 262.43 Million in the previous financial year.
The Company is focusing on its core business activities CableTelevision business and Internet Service business by using of high-tech advancetechnology quality services to the Customers and geographical expansion of businessacross India.
TRANSFER TO RESERVES
During the year under review the Company has not transferred anyamount to reserves.
Your Directors have recommended a dividend of ' 1 (Rupee one)per fully paid-up equity share of ' 10/- (Rupees Ten) each for the financial yearended on March 31 2018 aggregating to ' 112463038/- (Rupees Eleven CroresTwenty Four Lakhs Sixty Three Thousand Thirty Eight only) subject to the approval of theshareholders in the ensuing 12th Annual General Meeting of the Company.
The Dividend Distribution Tax and the proposed outflow on account ofdividend would be same as that of previous year i.e. ' 22.89 Million and '135.35 Million respectively.
The Board of Directors are proposing to close the Register of Membersand Share Transfer Books of the Company from Wednesday September 19 2018 to WednesdaySeptember 26 2018 (both days inclusive) for the purpose of payment of dividend.
In terms of Regulation 43A of the SEBI (LODR) Regulations 2015 theCompany has formulated and adopted a Dividend Distribution Policy voluntarily with theobjective of providing clarity to its stakeholders on the profit distribution strategiesof the Company.
The said Policy is available on the website of the Company atwww.gtpl.net.
Your Company is a leading regional Multi System Operator offeringcable television and broadband services. The detailed operational performance of yourCompany has been comprehensively discussed in the Management Discussion and AnalysisReport which forms part of this Report.
INITIAL PUBLIC OFFER
Your Company has raised funds through Initial Public Offer by offeringof 28517650 Equity Shares having face value of ' 10 each of the Company for cashat a price of ' 170 per equity share aggregating to ' 4848 million("Offer") comprising a fresh issue of 14117650 Equity Shares at a price of '170 per equity share (including a share premium of ' 160 per equity share)aggregating to ' 2400 million and an offer for sale of 14400000 equity shares ata price of ' 170 per equity share. Your Company filed the Draft Red HerringProspectus with the Securities and Exchange Board of India on December 30 2016.
The bidding period for Anchor Investors opened on Tuesday June 202017. Six Anchor Investors were allocated 8555294 Equity Shares at a price of '170 per equity share under the Anchor Investor portion aggregating to '1454399980.
The offer was open for subscription on Wednesday June 21 2017 andclosed on Friday June 23 2017 in accordance with the Securities and Exchange Board ofIndia (Issue of Capital and Disclosure Requirements) Regulations 2009 as amended. Theoffer was subscribed to the extent of 1.4958 times (excluding Anchor) as per the recordsof National Stock Exchange Limited and BSE Limited.
Your Company filed its Prospectus on June 27 2017 with the Registrarof Companies Ahmedabad.
The Equity Shares of the Company got listed at the BSE Limited and theNational Stock Exchange of India Limited on July 04 2017.
The Annual Listing fee for the year 2018-19 has been paid to both theStock Exchanges.
The shares of the Company are compulsorily tradeable in dematerialisedform.
CHANGE IN THE NATURE OF THE BUSINESS
There was no change in the nature of the business of the Company duringthe year.
There were no material changes and commitments affecting the financialposition of the Company occurred between the end of the financial year of the Company towhich the financial statements relate and the date of the Report.
EXTRACT OF ANNUAL RETURN
The Extract of Annual Return of the Company for the Financial Year2017-18 as prescribed in Form MGT-9 is given in the Annexure - 1 forming part ofthis Report.
SUBSIDIARY COMPANIES IN TERMS OF THE SECTION 129 OF THE COMPANIES ACT2013
As required under the SEBI (LODR) Regulations 2015 and the CompaniesAct 2013 Consolidated Financial Statements were prepared pursuant to Section 129(3) readwith Rule 5 of Companies (Accounts) Rules 2014 and in accordance with the relevantaccounting standards as prescribed under the Companies Act 2013 and the SEBI (LODR)Regulations 2015 forming part of this Report.
A separate statement containing the salient features of the financialstatement of its subsidiaries in Form AOC- 1 is annexed with this report as Annexure -2.
Separate audited financial statements of the subsidiary companies areavailable on the Company's website at www.gtpl.net.
These documents shall also be available for inspection at theregistered office of the Company during business hours upto the date of the ensuing 12thAnnual General Meeting.
MERGER OF SUBSIDIARY COMPANIES
Till the date of this report the Board of Directors has grantedin-principal approval of merger of 14 (fourteen) subsidiary companies into the Companysubject to necessary approvals.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERREDTO IN SECTION 188(1) OF THE COMPANIES ACT 2013
All the related party transactions are repetitive in nature and areentered on arm's length basis and were in the ordinary course of business and incompliance with the applicable provisions of the Companies Act 2013 and the SEBI (LODR)Regulations 2015 as amended. All related party transactions are presented to the AuditCommittee for review on a quarterly basis. All related party transactions are generallywith its subsidiaries/ associates/joint ventures and are entered into based onconsiderations of various business exigencies and are intended to further the Company'sinterest.
No material contracts or arrangements with related parties were enteredduring the year under review. Accordingly no transactions are required to be reported inForm AOC-2 in terms of Section 134 of the Companies Act 2013 read with Rule 8 of theCompanies (Accounts) Rules 2014.
The Related Party Transactions Policy as approved by the Board isuploaded on the Company's website with web link: http://www.gtpl.net/sites/default/files/Related%20Party%20transaction%20Policy.pdf
TRANSFER TO THE INVESTOR EDUCATION AND PROTECTION FUND
There is no outstanding amount to investors which requires to betransferred to I EPF; therefore the Company is not required to transfer any amount to theInvestor Education and Protection Fund established by the Central Government.
DETAILS OF DEPOSIT AS PROVIDED UNDER CHAPTER V OF THE COMPANIES ACT2013
The Company has not accepted deposit from the public falling withinambit of the Section 73 of the Companies Act 2013 read with the Companies (Acceptance ofDeposits) Rules 2014.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGISTRARS ORCOURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATION IN FUTURE
There were no significant and material orders passed by regulators orcourt or tribunals impacting the going concern status or operation in future of theCompany. However there were some compounding of offences filed by the Company during thefinancial year 201617 which were compounded during the year 2017-18 under review.
DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TOTHE FINANCIAL STATEMENTS
A strong internal control culture is prevalent in the Company. Aformalised system of internal controls facilitates effective compliance. The Board hasadopted the policies and procedures for ensuring the orderly and efficient conduct of itsbusiness including adherence to the Company's policies the safeguarding of its assetsthe timely prevention and detection of frauds and errors the accuracy and completeness ofthe accounting records and the timely preparation of reliable financial information.
The Internal Auditor monitors the compliance with the objective ofproviding to the Audit Committee and the Board of Directors an independent and reasonableassurance on the adequacy and effectiveness of the organisation's governance processes.The Board initiated the process to strengthen the documentation of identified risk &controls to make it commensurate with the size of the Company and nature of its business.Further the management regularly reviews the present controls for any possible changesand takes appropriate actions.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
I. RETIREMENT BY ROTATION
Pursuant to Section 152 and other applicable provisions of theCompanies Act 2013 and in accordance with the Articles of Association of the CompanyMr. Amit Jayantilal Shah (DIN: 02450422) Director is liable to retire by rotation at theensuing AGM and being eligible offers himself for re-appointment in accordance withprovisions of the Companies Act 2013. His brief resume as stipulated under Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations 2015 are furnished in the explanatory statement to thenotice of the ensuing Annual General Meeting.
The Board recommends his re-appointment in the ensuing 12thAnnual General Meeting.
II. APPOINTMENT AND CESSATION
The members of the Company at the 11thAnnual General Meetingheld on September 25 2017 have appointed:
(1) Mr. Bharat Bhogilal Chovatia (DIN: 00271613) Mr. Kunal Chandra(DIN: 07617184) Ms. Parulben Pravinkumar Oza (DIN: 00401656) and Mr. Falgun HarishkumarShah (DIN: 02567618) as Independent Directors of your Company for a term of fiveconsecutive years commencing from September 28 2016 upto September 27 2021 and shall notbe liable to retire by rotation.
(2) Mr. Rajan Gupta (DIN : 07603128) as a Director of the Companyliable to retire by rotation.
Apart from the above there were no changes in the composition of theBoard of Directors of the Company during the year under review.
None of the Directors of the Company is disqualified under Section 164of the Companies Act 2013.
The Company has received necessary declaration from all the IndependentDirectors confirming that they meet the criteria of independence as laid down in Section149(6) of the Companies Act 2013 and the SEBI (LODR) Regulations 2015.
III. KEY MANAGERIAL PERSONNEL (KMP)
The Key Managerial Personnel (KMP) in the Company as on March 312018 as per Section 2(51) and 203 of the Companies Act 2013 were as follows:
Mr. Anirudhsinh Noghubha Jadeja : Managing Director
Mr. Amit Jayantilal Shah: Whole-time Director Mr. Jayanta KumarHaribandhu Pani: Chief Financial
Mr. Tarun Kumar: Company Secretary During the year under review therewere no changes (appointment or cessation) in the office of the Key Managerial Personnelof the Company.
However after the close of financial year the Board of Directors inits meeting held on June 15 2018 has appointed Mr.Viren Thakker as Chief FinancialOfficer and Key Managerial Personnel of the Company w.e.f. July 2 2018 in place of Mr.Jayanta Kumar Haribandhu Pani who resigned
w.e.f June 30 2018. Mr. Hardik Sanghvi was appointed as CompanySecretary and Compliance Officer of the Company w.e.f. August 10 2018 in place of Mr.Tarun Kumar who resigned w.e.f. closure of business hours on June 30 2018.
SUBSIDIARIES JOINT VENTURES OR ASSOCIATE COMPANIES -
During the year under review the following 26 Entities became/ceasedto be the subsidiary companies or Joint Ventures or associate companies of the Company:
|Name of Entity ||Nature of change ||Date of change |
|1. Unity Cable Network ||Ceased to be Joint Venture ||01.04.2017 |
|2. DL Digital Cable Vision - Dhule ||Ceased to be Joint Venture ||08.12.2017 |
|3. GTPL SLC Cable Network ||Became a Joint Venture ||17.04.2017 |
|4. GTPL S K VISION ||Became a Joint Venture ||17.04.2017 |
|5. Sri Raghav G GTPL ||Ceased to be Joint Venture ||30.09.2017 |
|6. GTPL Sainath World Vision ||Ceased to be Joint Venture ||14.07.2017 |
|7. GTPL Wireless Cable Vision (Surat) ||Ceased to be Joint Venture ||31.07.2017 |
|8. GTPL Shiv Network (Billimora) ||Ceased to be Joint Venture ||31.07.2017 |
|9. GTPL NAWAZ CABLE ||Ceased to be Joint Venture ||31.07.2017 |
|10. GTPL Atul Cable Network ||Ceased to be Joint Venture ||30.09.2017 |
|11. GTPL Buldana City Cable Network ||Ceased to be Joint Venture ||30.11.2017 |
|12. GTPL Hamid Ali Rizvi ||Ceased to be Joint Venture ||30.11.2017 |
|13. GTPL Renuka Cable Network ||Ceased to be Joint Venture ||30.09.2017 |
|14. GTPL Star Line Cable Network ||Ceased to be Joint Venture ||30.11.2017 |
|15. GTPL Kal Cable Network ||Ceased to be Joint Venture ||01.10.2017 |
|16. Gujarat Telelink East Africa Limited ||Ceased to be subsidiary company ||01.01.2018 |
|17. GTPL OM SAI NETWORK LLP ||Became a Joint Venture ||06.02.2018 |
|18. GTPL AJ Enterprise ||Ceased to be Joint Venture ||30.11.2017 |
|19. GTPL SKY ||Became a Joint Venture ||01.04.2017 |
|20. GTPL Sky Cable ||Became a Joint Venture ||01.04.2017 |
|21. GTPL Parshwa Shivani Vision ||Became a Joint Venture ||01.04.2017 |
|22. GTPL Parshwa Shivani World Vision ||Became a Joint Venture ||01.04.2017 |
|23. GTPL Parshwa Shivshakti World ||Became a Joint Venture ||01.04.2017 |
|24. Sai DL Vision Bajipura ||Became a Joint Venture ||01.04.2017 |
|25. Sai DL Vision Bamaniya ||Became a Joint Venture ||01.04.2017 |
|26. Sargam DL Vision ||Became a Joint Venture ||01.04.2017 |
During the financial year 2017-18 the investment in equity shares offollowing two subsidiary companies were classified as investment in subsidiary companies.However the criteria of effective control could not be fulfilled during the reportingperiod. Accordingly the interest in these subsidiary companies has been reclassified andmeasured as financial assets in terms of IND-AS 109. Hence the same have been shown asinvestments and have been carried at fair value:
|Name of Entity ||Nature of change ||Date of change |
|1. GTPL Jai Mataji Network Pvt Ltd ||Investment in equity shares has been reclassified as financial asset at fair value. ||31.03.2018 |
|2. GTPL Chelikam Networks (India) Pvt Ltd ||Investment in equity shares has been reclassified as financial asset at fair value. ||31.03.2018 |
The Audit Committee as on March 31 2018 comprises of Six members outof which the following were Independent Directors:
Mr. Falgun Harishkumar Shah (Chairman)
Ms. Parulben Pravinkumar Oza Mr. Bharat Bhogilal Chovatia and Mr. KunalChandra.
The other members of the Committee include Mr. Ajay Singh(Non-Executive Non-Independent Director) and Mr Amit Jayantilal Shah (ExecutiveWhole-time Director).
All recommendations of Audit Committee were accepted by the Board ofDirectors.
STATUTORY AUDITORS AND THEIR REPORT
Members of the Company at the 11th Annual General Meeting ofthe Company appointed M/s Khimji Kunverji & Co. Chartered Accountants as theStatutory Auditors of the Company for a period of five consecutive years from theconclusion of that Annual General Meeting till the conclusion of the 16thAnnual General Meeting subject to annual ratification by members at every Annual GeneralMeeting on such remuneration as may be decided by the Board and Statutory Auditors.
However as per the Companies (Amendment) Act 2017 the requirement ofannual ratification has been omitted vide notification by Ministry of Corporate Affairsdated May 7 2018. Accordingly the ratification of their appointment has not been placedbefore the shareholders in the ensuing Annual General Meeting.
The Board has duly reviewed the Statutory Auditors' Report on theAccounts. There were no qualifications reservations or adverse remarks or disclaimer madeby the Statutory Auditor in their report. The observations and comments if any appearingin the Auditors' Report are self explanatory and do not call for any further explanation /clarification by the Board of the Directors.
COST AUDITOR AND THEIR REPORT
M/s. Rajendra Patel & Associates Cost Accountant was appointed asthe Cost Auditor for the financial year 2017-18 in accordance with the provisions ofSection 141 of the Companies Act 2013.The Company has given necessary intimation toCentral Government for the approval of such appointment in Form CRA-2 in terms of theapplicable provisions of the Companies Act 2013 and rules made thereunder.
COMPANY'S POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION INCLUDINGCRITERIA FOR DETERMINING QUALIFICATIONS POSITIVE ATTRIBUTES INDEPENDENCE OF A DIRECTORAND OTHER MATTERS AS PROVIDED UNDER SECTION 178(3) OF THE COMPANIES ACT 2013 TheCompany has formulated a Nomination and Remuneration Policy which is available on thewebsite and annexed as Annexure - 10 forming part of this Annual Report.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186
During the year under review the Company has givenloans/guarantees/made investment as per the provisions of the Companies Act 2013 detailsof which are given in the note number 10 in the notes to Standalone Financial Statementsof the Company.
IMPLEMENTATION OF A RISK MANAGEMENT POLICY
In line with the regulatory requirements the Company has formallyframed a Risk Management Policy to identify and assess the key risk areas and monitor thesame. The Board periodically reviews the risks and suggests steps to be taken to controlthe risks. The Board of Directors of the Company has adopted the Policy on Risk Managementto identification evaluation monitoring and minimisation of identifiable risks whichhelps to protect the interest of various Stakeholders. The assets of the Company areadequately insured against the loss of fire riot earthquake terrorism and other riskswhich considered necessary by the Management. The Board of Directors committed to ensuresustainable business growth with stability and to promote a pro-active approach inreporting evaluating and resolving risks associated with the business. Risk ManagementPolicy of the Company is available on the website of the Company at www.gtpl.net.
A fair and transparent work culture has been core to the Company. Tomeet this objective the Company had laid down the Vigil Mechanism Policy which wasreviewed by the Audit Committee in its meetings from time to time. This Policy isavailable on the Company's website at www.gtpl.net.
STATEMENT OF FORMAL ANNUAL EVALUATION BY THE BOARD OF ITS OWNPERFORMANCE AND OF ITS COMMITTEES AND INDIVIDUAL DIRECTORS
In compliance with the Companies Act 2013 and the SEBI (LODR)Regulations 2015 the Company laid down the evaluation criteria for performanceevaluation of all the directors.
The performance evaluation of the Independent Directors was done by theentire Board excluding the Independent Director being evaluated.
The Independent Directors/Nomination and Remuneration Committee / Boardof the Company evaluated the performance of non-Independent Directors and the Board as awhole.
This exercise was carried out through structured evaluation processcovering various aspects of the Board such as composition of the Board/ Committeesexperience competencies performance of specific duties etc. Separate exercise wascarried out to evaluate the performance of individual directors including the Chairman whowere evaluated on the parameters such as attendance contribution at the meetingindependent judgment etc. and was found to be satisfactory.
SHARE CAPITAL AND EMPLOYEES' STOCK OPTION PLAN
During the year under review the Company issued a fresh equity sharesof 14117650 at a price of ' 170 per equity share capital (including a sharepremium of ' 160 per equity share) through the Initial Public Offer which gotlisted on the BSE Limited and the National Stock Exchange of India Limited on July 042018 in terms of the Section 62 and all applicable provisions of the Companies Act 2013the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)Regulations 2009 as amended read with the SEBI (LODR) Regulations 2015.
The Company has not issued any equity shares with differential rightsduring the year. The Company had not provided any employee's stock option.
DISCLOSURE AS REQUIRED UNDER SECTION 22 OF SEXUAL HARASSMENT OF WOMENAT WORKPLACE (PREVENTION PROHIBITION AND REDRESSAL) ACT 2013
The Company has in place the requisite Internal Committee and anAnti-Sexual Harassment Policy in line with the requirement of the Sexual Harassment ofWomen at Workplace (Prevention Prohibition and Redressal) Act 2013.
No complaints were received on issues covered by the above stated Actduring the financial year 2017-18.
DISCLOSURE AS REQUIRED UNDER SUB-SECTION 12 OF THE SECTION 197 OF THECOMPANIES ACT 2013 READ WITH SUB RULE 2 OF RULE 5 OF COMPANIES (APPOINTMENT ANDREMUNERATION OF MANAGERIAL PERSONNEL) RULES 2014 In accordance with the CompaniesAct 2013 read and Rules made there under the particulars of employees who are drawingremuneration in excess of the limits is given in the Annexure - 3 forming part ofthis Report.
CORPORATE SOCIAL RESPONSIBILITY
The Company has framed a Corporate Social Responsibility Policy incompliance with the provisions of the Companies Act 2013 and the same is placed on theCompany's website i.e. www.gtpl.net. The CSR committee confirms that the implementationand monitoring of Corporate Social Responsibility Policy is in compliance with CSRobjectives and policy of the Company.
The Annual Report on the Corporate Social Responsibility activities ofthe Company pursuant to Section 135 of the Companies Act 2013 read with the Companies(Corporate Social Responsibility Policy) Rules 2014 is annexed as Annexure - 4.
The Composition and other details of the Corporate SocialResponsibility Committee is included in the Corporate Governance Report which forms partof the Board's Report.
NUMBER OF MEETINGS OF THE BOARD
The Board of Directors met 11 (eleven) times during the year underreview. The details of board meetings and the attendance of the Directors are provided inthe Corporate Governance Report which forms part of this report.
CONSERVATION OF ENERGY RESEARCH & DEVELOPMENT TECHNOLOGYABSORPTIONS AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The information pertaining to conservation of energy research &development technology absorption and foreign exchange earnings and outgo pursuant toSection 134(3)(m) of the Companies Act 2013 read with Rule 8(3) of Companies (Accounts)Rules 2014 is given as per Annexure - 5 and forms part of the Board's Report.
RIGHT OF MEMBER TO COPIES OF AUDITED FINANCIAL STATEMENT
Having regard to the provisions of the first proviso to Section 136(1)of the Act the Annual Report is being sent to the members of the Company. The saiddocument will be available at the website of the Company and will be available forinspection at the registered office of the Company during working hours before the date ofthe meeting; and any member interested in obtaining such document may write to be CompanySecretary and the same will be furnished on request.
MANAGEMENT DISCUSSION AND ANALYSIS
Management Discussion and Analysis covering matters on industrystructure and developments outlook risks internal control systems and their adequacyamong others is annexed to this Report as Annexure - 6.
The Company has duly complied with the applicable Secretarial Standardsas amended from time to time issued by the Institute of Companies Secretaries of India.
SECRETARIAL AUDIT AND APPOINTMENT OF THE SECRETARIAL AUDITOR
The Company has appointed M/s. Samdani Shah & Kabra CompanySecretaries to hold the office of the Secretarial Auditors and to conduct the SecretarialAudit for the financial year 2017-18. The Secretarial Audit Report in this regard is beingattached as Annexure - 7 to this Report. There are no qualifications orobservations or adverse remarks or disclaimer in the Report issued by them.
COMPLIANCE WITH CODE OF CONDUCT AND OTHER POLICIES ADOPTED BY THECOMPANY
(a) Code of Conduct for Directors Key Managerial Personnel and SeniorManagement
Pursuant to Regulation 17(5) reads with Regulation 26(3) of the SEBI(LODR) Regulations 2015 the Company has formulated and adopted this Code of Conduct forDirectors Key Managerial Personnel and Senior Management ("Code of Conduct")with a view to maintain high standards of transparency in governance in day to daybusiness conduct to serve as a guideline for addressing situations involving ethicalissues in all spheres of activities of the organisation and to induce and recognise thevirtues of honesty and accountability to be observed by the members of the Board ofdirectors and senior management personnel of the Company while carry out business of theCompany.
A declaration issued by the Managing Director of the Company regardingadherence to the Code of Conduct of the Company by the members of the Board and SeniorManagement Personnel is attached as Annexure - 8.
(b) Insider Trading Regulations Policy and other policies.
The Company has formulated and adopted a "Code of InternalPractices and Procedures for
Fair Disclosures of Unpublished Price Sensitive Information"("Code for Fair Disclosure") and a "Code of Conduct to Regulate Monitorand Report Trading by Insiders" ("Code for Insider Trading") as amendedfrom time to time (hereinafter collectively referred as "Code") to preserve theconfidentiality of Unpublished Price Sensitive Information and to prevent misuse of suchinformation by the Insiders i.e. Designated person and Connected Person of the Company.The said Code lays down guiding principles which advises them on procedure to be followeddisclosures to be made and prohibition of trading during window closure while dealing inthe shares of the Company.
The said Code and other policies formulated and adopted by the Companyare available on the website of the Company at www.gtpl.net.
Your Company is committed to good Corporate Governance practices interms of the SEBI (LODR) Regulations 2015 and the guidelines prescribed by the Securitiesand Exchange Board of India and Stock Exchanges from time to time. The report on CorporateGovernance is attached in Annexure - 9 and forming part of this Annual Report.
The requisite Certificate from M/s. Samdani Shah & Kabra CompanySecretaries confirming compliance with the conditions of Corporate Governance is annexedas Annexure - 11 and forming part of this Annual Report.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134(3)(c) of the Companies Act 2013 yourDirectors confirm that:
a. In the preparation of the Annual Accounts for the financial yearended on March 31 2018 the applicable accounting standards have been followed along withproper explanation relating to material departures;
b. Appropriate accounting policies have been selected and applied themconsistently and made judgement and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of your Company at the end of thefinancial year and of the profit of the Company for the year under review;
c. Proper and sufficient care had taken for the maintenance of adequateaccounting records for safeguarding the assets of your Company and for preventing anddetecting fraud and other irregularities;
d. The Annual Accounts prepared on a 'going concern' basis;
e. The Board of directors had laid down internal financial controls tobe followed by the Company and that such internal finance controls are adequate and wereoperating effectively; and
f. Proper systems devised to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.
COMPLIANCE CERTIFICATE IN RELATION TO AUDITED ANNUAL FINANCIALSTATEMENTS (STANDALONE AND CONSOLIDATED) OF THE COMPANY
Compliance Certificate in relation to Audited Annual FinancialStatements (Standalone and Consolidated) of the Company for the financial year ended onMarch 31 2018 pursuant to Regulation 17 (8) read with Part B of Schedule II andRegulation 33 of the SEBI (LODR) Regulations 2015 is annexed as Annexure - 12.
HEALTH SAFETY AND ENVIRONMENTAL PROTECTION
Your Company has complied with all the applicable health safety andenvironmental protection laws to the extent applicable.
HUMAN RESOURCE DEVELOPMENT
Your Company's Human Resource Management focus continues to be inmaking available a talent pool for meeting challenges in the competitive market placewhich is increasingly becoming tougher. Development plans have been drawn up for keymanagers to shoulder higher responsibilities as well as to increase their jobeffectiveness. Your Company always encourages young personnel with their ideas and views.Management is easily accessible to the employees and their problems are attended promptly.The employer - employee relations remained cordial at all levels of the Company andpeaceful throughout the year.
ANNEXURES FORMING PART OF THIS REPORT
|Annexure ||Particulars |
|1 ||Annual Return Extract- MGT 9 |
|2 ||AOC-1 |
|3 ||Disclosure required as per Section 197 and related Rules |
|4 ||Report on Corporate Social Responsibility |
|5 ||Conservation of Energy Research and Development Technology Absorption Foreign Exchange and outgo |
|6 ||Management and Discussion Analysis |
|7 ||Secretarial Audit Report |
|8 ||Declaration on Code of Conduct |
|9 ||Corporate Governance Report |
|10 ||Nomination and Remuneration Policy |
|11 ||Compliance Certificate from Practising Company Secretary pursuant to Clause E of Schedule V of SEBI (LODR) Regulations 2015 |
|12 ||Compliance Certificate from Managing Director and CFO pursuant to Regulation 17 of SEBI (LODR) Regulations 2015 |
Your Directors place on record their appreciation for the overwhelmingco-operation and assistance received from the Company's esteemed Shareholders valuedCustomers Suppliers Business Associates Bankers Vendors various governmentauthorities Auditors among others for their valuable contribution and continued supportand to all the persons who reposed faith and trust in the Company.
Your Directors also place on record their appreciation for thecommitted services rendered by all employees at all levels without whose wholeheartedefforts the overall performance of the Company would not have been possible. YourDirectors also appreciate and value the contribution made by every member of the GTPLfamily across India.
Your support as stakeholders is greatly valued.
Your Directors thank you and look forward the future with confidence.
| || |
FOR & ON BEHALF OF BOARD OF DIRECTORS OF
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GTPL HATHWAY LIMITED
| ||RAJAN GUPTA ||ANIRUDHSINH JADEJA |
|Date : August 10 2018 ||CHAIRMAN ||MANAGING DIRECTOR |
|Place : Ahmedabad ||DIN: 07603128 ||DIN: 00461390 |