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GVK Power & Infrastructure Ltd.

BSE: 532708 Sector: Engineering
NSE: GVKPIL ISIN Code: INE251H01024
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OPEN 2.87
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VOLUME 3448395
52-Week high 4.60
52-Week low 1.66
P/E 3.86
Mkt Cap.(Rs cr) 452
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 2.87
CLOSE 2.86
VOLUME 3448395
52-Week high 4.60
52-Week low 1.66
P/E 3.86
Mkt Cap.(Rs cr) 452
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

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

Company director report

Dear Stakeholders

Your Directors present the 25th Annual Report of the Company along with the AuditedFinancial Statements for the financial year ended March 312019.

Financial Results

Following is the summary of Standalone and consolidated financial results of theCompany including its subsidiaries associate and joint ventures.

Particulars

Standalone

Consolidated

2018-19 2017-18 2018-19 2017-18
Financial Performance
Operational Incomes 2321 1654 409817 386321
EBIDTA (3084) (7658) 170667 155615
Other Income 7710 7560 26493 100422
Finance Costs 1248 2361 151302 164308
Depreciation 12 13 79158 72460
Profit / (Loss) from ordinary activities 3366 (2472) (33300) 19269
Share of profit of associate - 1452
Share of loss of jointly controlled entity 2551 (58301)
Loss before tax 3366 (2472) (30749) (37580)
Tax expense/(credit) (8028) 1136 (307) 16157
Non - controlling interest 5907 2430
Loss for the year 11394 (3608) (36349) (56167)
Other comprehensive income net - (238) 360
Total comprehensive income 11394 (3608) (36587) (55807)
EPS (Rupees) :
Weighted Average no. of Equity Shares 1579210400 1579210400 1579210400 1579210400
Basic and Diluted 0.72 (0.23) (2.30) (3.56)
Financial Position:
Fixed Assets (Net of depreciation) 92 35 1722356 1558839
Cash and Bank balance 49 56 56827 137347
Net current assets (49986) (56635) (362246) (316462)
Total Assets 244288 245506 2182486 2027185
Equity 15792 15792 15792 15792
Other equity 168711 157317 (136097) (99918)
Net worth 184503 173109 (120305) (84126)
Market Capitalisation 120810 222669 120810 222669

Our total income from operations increased by 6.08 % to Rs. 409817 Lakhs from Rs.386321 Lakhs in the previous year. The Transportation segment contributed an income ofRs. 39818 Lakhs (9.72% of total income) compared to Rs. 43527 Lakhs in the previousyear. Airport Segment contributed an income of Rs. 369999 Lakhs (90.28% of total income)as compared to Rs. 342393 Lakhs in the previous year. The other segment contributed Rs.Nil compared to Rs. 401 Lakhs in the previous year. The Airport assets (Mumbai) havecontributed to net profit of Rs. 11940 Lakhs compared to Rs. 3976 Lakhs in the previousyear (Mumbai and Bangalore Airports. Bangalore Airports profit was consolidated only for 3months).

The net loss afer tax share of profit from associate share of profit from jointventure and non-controlling interest was Rs. 36349 Lakhs as against net loss of Rs.56167 Lakhs in the previous year.

Dividend

The Board of Directors of your Company has not recommended any dividend for the FY2018-19

Transfer to Reserves

During FY 2018-19 there are no funds that are required to be transferred to Reserves.

Share Capital

The paid up equity share capital of the Company as on March 312019 is Rs. 157.92Crore. There was no public issue rights issue bonus issue or preferential issue etc.during the year. The Company has not issued any shares with differential voting rightssweat equity shares nor has it granted any stock options during the year under review

Management Discussion and Analysis

The Management Discussion and Analysis Report highlighting the industry structure anddevelopments opportunities and threats future outlook risks and concerns etc. isfurnished separately and forms part of this Annual Report.

Corporate Governance

As in the past your Company continues to follow best of Corporate Governance policies.As stipulated under the requirements of the Listing Regulations a report on CorporateGovernance is appended for the information of the Members. A Certificate from thePracticing Company Secretary confirming compliance with the conditions of the CorporateGovernance is annexed to the Directors Report.

Subsidiaries and Consolidated Financial Statements

As on March 312019 your Company has 6 direct Subsidiaries 18 step down subsidiariesand one Associate Company. There has been no material change in the nature of the businessof the Company and its subsidiaries. Details of major subsidiaries of the Company andtheir business operations during the year under review are covered in the ManagementDiscussion and Analysis Report. There were no Subsidiaries Associates or joint ventureswhich have ceased to be a subsidiary joint ventures or associate during the year.

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

Developments in Airport assets

GVK Airport Holdings Limited (GVKAHL) a step down subsidiary of your Company hasexercised its "Right of First Refusal" under the terms of the ShareholdersAgreement dated 4th April 2006 subject to certain terms and conditions as may bemutually agreed regulatory and other approvals and also in accordance with the variouscontractual agreements between GVKAHL and Bid Services Division (Mauritius) Limited("Bidvest") to acquire 162000000 equity shares of Mumbai InternationalAirport Limited ("MIAL") constituting 13.5% of the total paid-up share capitalof MIAL from Bidvest at the rate of Rs.77 per share and also from ACSA Global Limited(ACSA) to acquire 120000000 equity shares of MIAL constituting 10% of the totalpaid-up share capital of MIAL from ACSA at the rate of Rs. 77/- per share. Uponcompletion of these acquisitions from Bidvest and ACSA the total equity shareholding ofthe GVK Group in MIAL will increase to 74% from the existing 50.5% of the total paid-upshare capital of MIAL.

GVK had initiated a process to identify and select preferred investors to raise capitalto reduce debt obligations of up to INR 5750 crore. ADIA and NIIF were selected as thepreferred partners by GVK. Accordingly GVK Airport Developers Limited (GVKADL) andGVKAHL subsidiaries of your Company have signed a term sheet and exclusivity agreementwith the Abu Dhabi Investment Authority (ADIA) and the National Investment &Infrastructure Fund (NIIF) for an investment in new shares in GVKAHL equating to a 49%stake. The transaction(s) is/are subject to conclusion of confirmatory due diligence byADIA and NIIF agreement on definitive documents and satisfaction of customary closingconditions including regulatory/third party approvals and lender consents. All proceedsfrom the proposed transaction will be used by GVK towards retiring debt obligations.

Directors

The members may please note that Mrs. Santha K John ceased to be an IndependentDirector by operation of law from February 1 2019 and Mr. K Balarama Reddi has resignedas an Independent Director from February 14 2019 and the same have been informed to theregulatory authorities.

In accordance with the provisions of Section 152 of the Companies Act 2013 read withthe Articles of Association of the Company and Regulation 36(3) of Listing Regulations2015 G V Sanjay Reddy Director of the Company will retire by rotation at this ensuingAnnual General Meeting and being eligible your Board recommends his re- appointment.

Mr. Issac George Director (Whole-time) & Chief Financial Officer of the Companyhas been re-appointed by the Board for another term of five years effective from24.05.2019 without any remuneration subject to your approval at this meeting.

Mr. S Anwar an Independent Director of the Company has been re-appointed by the Boardfor another term of five years effective from 13.08.2019 subject to your approval at thismeeting.

Further as per Regulation 17(1A) of SEBI (Listing Obligations & DisclosureRequirements) (Amendment) Regulations 2018 which is effective from 1st April 2019listed entity shall not appoint a person or continue the directorship of any person as anonexecutive director who has attained the age of 75 (seventy five) years unless a specialresolution is passed to that effect before 31st March 2019. Since the Company could notpass such a special resolution before that date Dr. GVK Reddy (82 Yrs) PromoterDirector Mr. Ch G Krishna Murthy (88 Yrs) and Mr. S Balasubramanian (76 Yrs) IndependentDirectors have ceased to be Directors by operation of law by the end of business hourson March 312019 as per Sec 167 of the Companies Act 2013.

Based on the recommendations of the Nomination and Remuneration Committee of theCompany the Board through a circular resolution dated April 23 2019 has appointed Dr.GVK Reddy (Promoter Director) Mr. Ch G Krishna Murthy Mr. S Balasubramanian Mr. AnumoluRajasekhar (Independent Directors) and Ms. Sudha Vasanth (Non-Independent) as directorseffective from April 25 2019 subject to your approval at this meeting. The appointmentof said directors except Dr. GVK Reddy are for a period of five years from April 252029 and are not liable to retire by rotation.

Details of these directors seeking appointment or re-appointment at this meeting havebeen given separately under the Corporate Governance section of this report.

Key Managerial Personnel

Except Mr. Issac George Director (Whole-time) & Chief Financial Officer of theCompany who is being re-appointed for another term of five years at this meeting thereare no other changes amongst the Key Managerial Personnel of the Company during the year.

Declaration by Independent Directors

Each of the Independent Directors have given a declaration to the Company that theymeet the criteria of independence as required under section 149(7) of the Companies Act2013 and Regulation 25 of the Listing Regulations 2015.

An exclusive meeting of the Independent Directors of the Company has been held on 14thFebruary 2019 which was attended by all the Independent Directors. They have reviewed theperformance of the non-independent directors and the Board as a whole performance ofchairperson and quality of information to the Board as provided under Schedule IV of theCompanies Act 2013.

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

The Company has adopted a program on familiarisation of Independent Directors with theCompany their roles rights responsibilities in the Company nature of business and theindustry in which the Company operates among other things. The same is put up on thewebsite of the Company at the linkhttps://www.gvk.com/files/investorrelations/investors/corpgovernance/Familiarisation_Programme_for_Independent_Directors.pdf

Evaluation of Board

Board evaluation is in line with the Corporate Governance Guidelines of the Company.Annual Performance Evaluation was conducted for all directors along with the working ofthe Board and its Committees. This evaluation was led by the Chairman of the Nominationand Remuneration Committee with specific focus on the performance and effectivefunctioning of the Board. The Board evaluation framework has been designed in compliancewith the requirements under the Companies Act 2013 and the Listing Regulations and inconsonance with Guidance Note on Board Evaluation issued by SEBI in January 2017.

The Board evaluation was conducted through questionnaire having qualitative parametersand feedback based on ratings. Evaluation of the Board was based on criteria such ascomposition and role of the Board Board communication and relationships functioning ofBoard Committees review of performance and compensation to whole-time director etc.Evaluation of Directors was based on criteria such as participation and contribution inBoard and Committee meetings representation of shareholder interest and enhancingshareholder value experience and expertise to provide feedback and guidance to topmanagement on business strategy governance and risk understanding of the organization'sstrategy risk and environment etc.

Evaluation of Committees was based on criteria such as adequate independence of eachCommittee frequency of meetings and time allocated for discussions at meetingsfunctioning of Board Committees and effectiveness of its advice/recommendation to theBoard etc. The outcome of the Board evaluation for financial year 2018-19 was discussedby the Nomination and Remuneration Committee and the Board at their respective meetingsheld in May 2019. The Board has received improved ratings on its overall effectivenessincluding higher rating on Board communication relationships and Board Committees. TheBoard has also noted areas requiring more focus in the future.

Policy on Director's Appointment and Remuneration

The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy for selection and appointment of Directors including determiningqualifications and independence of a Director Key Managerial Personnel Senior ManagementPersonnel and their remuneration as part of its charter and other matters provided underSection 178(3) of the Companies Act 2013. Salient features of the Remuneration Policy isset out in the Corporate Governance Report. The Remuneration Policy is available on theCompany's website at https://www.gvk.com/files/investorrelations/investors/corpgovernance/Remuneration-Policy.pdf.

Board Meetings

During the year 2018-19 four Board Meetings were held the details of which are givenin the Corporate Governance Report.

Board Committees

All Committees of the Board of Directors are in line with the provisions of theCompanies Act 2013 and the applicable Listing Regulations 2015.

Audit Committee

The Board has re-constituted the Audit Committee of the Company vide its circularresolution dated April 23 2019 which is in accordance with the provisions of section 177and other applicable provisions if any of the Companies Act 2013 read with theCompanies (Meeting of Board and its Powers) Rules 2014 and the Regulation 18 of theListing Regulation 2015.

The Audit Committee comprises of Mr. Ch G Krishna Murthy Chairman Mr. SBalasubramanian and Mr. Anumolu Rajasekhar members all of whom are IndependentDirectors. All the recommendations made by the Audit Committee were accepted by the Board.During the year Mr. K Balarama Reddi has ceased to be the member of Audit Committee due tohis resignation from the Board from February 14 2019.

Directors' Responsibility Statement

Based on the framework of internal financial controls and compliance systemsestablished and maintained by the Company work performed by the internal statutory andsecretarial auditors including Audit of internal financial controls over financialreporting by the Statutory Auditors and the reviews performed by Management and therelevant Board Committees including the Audit Committee the Board is of the opinion thatthe Company's internal financial controls were adequate and effective during the financialyear 2018-19.

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

i) in the preparation of the annual accounts for the financial year ended March312019 the applicable Accounting Standards have been followed along with properexplanations relating to material departures;

ii) the directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at March 312019 and of the profit orloss of the Company for the said period;

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

iv) the directors had prepared the annual accounts for the financial year ended March312019 on a "going concern" basis;

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

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

Secretarial Auditors

The Board had appointed Mr. G Narender of Narender & Associates a firm ofPracticing Company Secretaries to carry out the Secretarial Audit under the provisions ofSection 204 of the Companies Act 2013 and the Rules made thereunder. The report of theSecretarial Auditor in Form MR-3 is enclosed to this report as Annexure B. TheSecretarial Auditor Report does not contain any qualification reservation or adverseremarks

Statutory Auditors

Price Waterhouse Chartered Accountants LLP(Firm Registration No: 012745N/N500016) wereappointed as Statutory Auditors of the Company for a period of five years from theconclusion of the Annual General Meeting held on September 27 2017. Vide notificationdated May 7 2018 issued by the Ministry of Corporate Affairs the requirement of seekingratification of appointment of statutory auditors by members at each AGM has been doneaway with. Accordingly no such item is considered in the notice of this 25th AGM.

Cost Records

Your Company is not required to maintain cost audit records for any of the services ofthe Company as per Section 148(1) of the Act.

Management's response on the Statutory Auditors Qualification / Comments

Standalone Financial statements

The Company has investments in and has given loans to GVK Energy Limited a jointventure amounting to Rs. 104213 Lakhs and has also given financial guarantees(Outstanding balance: Rs. 4500 lakhs) to the above mentioned jointly controlled entity.Projects under the jointly controlled entity are currently facing uncertainties inrelation to availability of fuel (Gas/ coal) deallocation of coal mines pending capitalcosts approval for final tariff determination of power projects due to which thesecompanies are incurring losses and have also defaulted in repayment of loans. Managementis in the process of negotiating the terms with lenders for restructuring of loanaccounts one time settlements and is also negotiating with the regulatory authoritiesfor approval of additional capital costs. Management is confident that it will be able tosettle the matters amicably and will be able to achieve final tariff approvals withretrospective effect and will be ultimately able to achieve profitable operations. Howeverpending resolution of the above uncertainties currently the impact of the same isunascertainable.

Consolidated Financial statements

The Company has investments in and has given loans to GVK Energy Limited a jointventure amounting to Rs. 26286 Lakhs and has also given financial guarantees(Outstanding balance: Rs. 4500 lakhs) to the above mentioned joint venture. Projectsunder the joint venture are currently facing uncertainties in relation to availability offuel (Gas/ coal) deallocation of coal mines pending capital costs approval for finaltariff determination of power projects due to which these companies are incurring lossesand have also defaulted in repayment of loans. Management is in the process of negotiatingthe terms with lenders for restructuring of loan accounts one time settlements and isalso negotiating with the regulatory authorities for approval of additional capital costs.Management is confident that it will be able to settle the matters amicably and will beable to achieve final tariff approvals with retrospective effect and will be ultimatelyable to achieve profitable operations. However pending resolution of the aboveuncertainties currently the impact of the same is unascertainable.

Awards and recognitions

Following are some of the awards and recognitions that your Company and itsSubsidiaries have received during the year under review.

Certifications Recognitions and Awards for Mumbai International Airport Limited (MIAL)Awards Accolades and Accreditation

• GVK CSMIA bagged the FM Excellence Awards - Infra Award for Excellence inEcological Sustainability 2019

• GVK CSMIA was awarded the ‘Golden Peacock Award 2019' for its ‘Jaya HeSafari'.

• GVK CSMIA bagged the ACI Asia-Pacific Green Airports Recognition 2019 themed"Green Airport Infrastructure" "over 45 million passengers per annum"category for outstanding environmental projects carried out at the airport.

• GVK CSMIA - Terminal 2 was recognized ‘Outstanding Airport Project' underthe Infrastructure category at the 8th EPC World Awards 2019.

• GVK CSMIA renewed the Airport Carbon Accreditation level 3+ by ACI for 2018-19

• GVK MIAL became the first airport in India and third in Asia to achieve the‘IATA CEIV' certification for supporting the air transport industry to comply withpharmaceutical manufacturers' requirements.

• GVK CSMIA received the APAI -Air Passengers Association of India best metroAirport award 2018.

• GVK CSMIA was recognised as the Best Airport at FICCI - Wings India 2018.

• Conde'Nast Traveller readers travel Awards -Runner up.

• GVK CSMIA bagged the coveted ACI-ASQ "Best Airport" award 2019 by Sizeand Region'

• GVK MIAL received the Authorized Economical Operator (AEO) - LO operatorcertification by The Central Board of Indirect Taxes and Customs (CBIC) valid for 10years.

• GVK CSMIA bagged the "Sectoral Procurement Excellence - Airport" atthe ‘6th Procurement Excellence Awards' part of the 12th Express Logistics &Supply Chain Leadership Awards Conclave.

• GVK MIAL received the 2nd Runner-Up award in ‘Breakthrough Level Kaizen'category at 32nd Kaizen Conference & Competition by CII TPM Club 2018.

• GVK CSMIA was awarded ‘Best airport in India/ C Asia' by Skytrax WorldAirport Awards 2018.

• GVK CSMIA bagged the prestigious Gold - Green Airports recognition 2018 by ACIin over 35 MPPA category recognizing the outstanding achievements in environmentalprojects 2018.

Particulars of Loans Guarantees or Investments

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

Contracts and Arrangements with the Related Parties

All the related party transactions that were entered during the financial year were onan arm's length basis and were in the ordinary course of business. These transactions areplaced before the Audit Committee and the Board for their prior approvals. During theyear the Company had not entered into any contract / arrangement / transaction withrelated parties which could be considered material in accordance with the policy of theCompany on a materiality of related party transactions. The policy on related partytransactions is available on our website under the following linkhttps://www.gvk.com/files/investorrelations/investors/corpgovernance/relatedpartytransactionpolicy.pdf

The Company has not entered into any transactions with any person or entity belongingto the Promoter / Promoter Group holding 10% or more shareholding in the Company.

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

Extract of Annual Return

Pursuant to provision of Section 92(3) and Section 134(3)(a) of the Companies Act2013 as amended extract of the Annual Return as on March 312019 in form MGT-9 have beenuploaded on the website of the Company. The same can be accessed at the linkhttps://www.gvk.com/investorrelations/investors/generalmeetings.aspx.

Internal Financial Control Systems and their adequacy

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

Public Deposits

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

Vigil Mechanism/Whistle Blower Policy

In terms of section 177(9) & (10) of the Companies Act 2013 read with Regulation22 of the Listing Regulation a Vigil Mechanism for Directors and employees to reportgenuine concerns has been established by the Board along with the whistle blower policy.The Vigil Mechanism and whistle blower policy have been uploaded on the website of theCompany. The same can be accessed at the linkhttps://www.gvk.com/files/investorrelations/investors/corpgovernance/Whistle-Blower-Policy.pdf

Under this policy your Company encourages its employees to report any fraudulentfinancial or other information to the stakeholders and any conduct that results inviolation of the Company's code of business conduct to the management (on an anonymousbasis if employees so desire). Further your Company has prohibited discriminationretaliation or harassment of any kind against any employees who based on the employee'sreasonable belief that such conduct or practice have occurred or are occurring reportsthat information or participates in the investigation. The Audit Committee periodicallyreviews the functioning of this mechanism. No personnel of the Company was denied accessto the Audit Committee.

Corporate Social Responsibility

Since there is no adequate net profits during the preceding financial year there areno specific funds that are required to be set aside and spent by the Company during theyear under review. Members can access the CSR Policy on the website of the Company at linkhttps://www.gvk.com/files/investorrelations/investors/corpgovernance/CSR_Policy_final_copy.pdf

Particulars of employees and related disclosures

During the year under review none of the employees are in receipt of remunerationwhich is in excess of the limits as specified in Rules 5(2) and 5(3) of the Companies(Appointment & Remuneration of Managerial Personnel) Rules 2014 as amended from timeto time.

Disclosures relating to remuneration and other details as required under Section197(12) read with Rule 5(1) of Companies (Appointment & Remuneration of Managerialpersonnel) Rules 2015.

Sl. No. Name of the Director/ KMP and Designation Remuneration of Director/KMP for financial year 201819 (Rs In lakhs) % Increase in Remuneration in the Financial year 2018-19 Ratio of remuneration of each director/ median remuneration of employees Comparison of the Remuneration of the KMP against the performance of the Company
1. Dr. GVK Reddy Chairman --- --- ---
2. P V Prasanna Reddy Whole Time Director --- --- --- Other than CS no KMP is being paid any remuneration. Hence not applicable
3. A Issac George Director (Whole-time) & CFO --- --- ---
4. P V Rama Seshu AVP & Company Secretary 27.60 --- ---

Particulars regarding Conservation of energy Research and Development and TechnologyAbsorption

Details of steps taken by your Company to conserve Energy Research and Development andTechnology Absorption have been disclosed as part of the MD&A Report.

Foreign exchange earnings and Outgo

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

Material Changes and Commitments Affecting the Financial Position of the Company

There have been no material changes and commitments affecting the financial positionof the Company which occurred between the end of the financial year to which the financialstatements relate and the date of this report

Details of Significant and Material Orders Passed by the regulators/Courts/TribunalsImpacting the Going Concern Status and the Company's Operations in Future

There are no significant and material orders passed by the Regulators/Courts/Tribunalswhich would impact the going concern status of the Company and its future operations.

Reporting of frauds by Auditor

During the year under review neither the statutory auditor nor the secretarial auditorhas reported any instance of fraud committed against the Company by its officers oremployees under Section 143(12) of the Companies Act 2013.

Information Required under Sexual Harassment of Women at Work place (PreventionProhibition & Redressal) Act 2013

Your Company has a policy and framework for employees to report sexual harassmentcomplaints at workplace and its process ensures complete anonymity and confidentiality ofinformation. Ethics Committee of the Company monitors the complaints if any which aredealt with in compliance of this policy. During the year under review there were nocomplaints filed pursuant to the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013. The Policy is available on the website of theCompany at https://www.gvk.com/investorrelations/investors/otherdisclosures.aspx.

Acknowledgements

Your Directors take this opportunity to thank every shareholders suppliers bankersbusiness partners/ associates financial institutions and Central and State Governmentsfor their consistent support and encouragement to the Company. I am sure you will join ourDirectors in conveying our sincere appreciation to all employees of the Company and itssubsidiaries and associates for their hard work and commitment. Their dedication andcompetence has ensured that the Company continues to be a significant and leading playerin the Infrastructure industry.

For and on behalf of the Board of Directors
Place : Hyderabad Dr GVK Reddy
Date : May 24 2019 Chairman

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