To,
The Members of Gammon India Limited,
Your Directors have pleasure in presenting their 101st Annual Report together with the Audited Financial Statements of the Company for the Financial Year ended March 31, 2023 ("Financial Year"), together with the Statutory Auditors Report thereon.
| Particulars |
Standalone |
Consolidated |
||
|
For the Financial Year ended March 31, 2023 |
For the Financial Year ended March 31, 2022 |
For the Financial Year ended March 31, 2023 |
For the Financial Year ended March 31, 2022 |
|
| Profit before Other Income, Depreciation and Interest |
(758.17) | (384.31) | (63.34) | (318.63) |
| Add: | ||||
| Other Income | 21.96 | 25.27 | 123.26 | 13.61 |
| Less: | ||||
| Depreciation | 2.14 | 3.61 | 2.22 | 3.70 |
| Interest | 813.29 | 721.90 | 965.35 | 870.56 |
| Profit/(Loss) before Tax | (1551.63) | (1084.55) | (946.95) | (1179.71) |
| Less: | ||||
| Provision for Taxation | (11.55) | 1.20 | (10.47) | 1.23 |
| Profit/(Loss) after Tax | (1540.08) | (1085.75) | (897.18) | (1180.51) |
| Transferred to Minority Interest | - | - | 29.31 | (12.63) |
| Profit/(Loss) for the year | (1540.08) | (1085.75) | (926.49) | (1167.88) |
| Add: | ||||
| Profit brought forward from the previous year |
(7990.66) | (6904.93) | (8263.50) | (7095.66) |
| Available for Appropriation | (9530.74) | (7990.68) | (9205.44) | (8263.54) |
| Appropriations: | ||||
| On Divestment of Subsidiary | ||||
| Dividend (Proposed) Equity Shares | ||||
| Tax on Dividend | ||||
| Other Adjustments | (0.02) | 0.02 | - | 0.04 |
| Balance carried to Balance Sheet | (9530.76) | (7990.66) | (9205.44) | (8263.50) |
During the Financial Year the Turnover of the Company on a Standalone basis stood at 101.48 crores, as compared to
27.66 crores during the previous F.Y. ended 31st March, 2022. The Company posted a Net Loss after Tax of 1540.08 crores during the year ended 31st March, 2023, as against a Net Loss after Tax of 1085.75 crores during the previous FY ended 31st March, 2022.
On a Consolidated basis, the Turnover of Gammon Group during the Financial Year stood at 115.05 crores as compared to 27.85 crores for the previous financial year ended 31st March, 2022. The Group posted a Net Loss after Tax of 897.18 crores during the Current Financial Year, as against a Net Loss after Tax of 1180.51 crores during the previous F.Y. ended 31st March, 2022. Interest and finance costs continue to be high. The turnover/income is from the residual EPC business, post carve out of the operating business. During the year under review the finance cost which includes the interest costs was
813.29 crores. The loss was primarily due to the provisions made for the Companys funded and non-funded exposure of
loans and investments, the details of which is provided in note no. 27 of the standalone financial statements.
GAMMON THE PHOENIX
Brief History
100 years ago Mr. J.C. Gammon a Mathematical Scholar and Civil Engineer was assigned a job to construct the Gateway of India while he was employed as an Assistant Engineer in the Public Work Department. He left his current employment and formed M/s. J.C. Gammon to carry out the task of the 1st Monument Structure the ‘Gateway of India and thus the Company was formed. He had a vision and foresight for the need of the country. Mr. Gammon an excellent Engineer, Innovator and Entrepreneur responsible for solid foundation of the great Institute which was later known as Gammon India Ltd.
Most of the Architectural structures in the fort area of Mumbai City were the early landmark achievements of Gammon India Ltd. The work which was accomplished by the pre-casting concrete was introduced by Gammon in the country, due to which the Company was aptly called the Sculptor of Concrete in India.
The reign of the Company gradually fell in the hands of Indian, Late Dr. T.N. Subba Rao, a Legend in the Civil Engineering who has carried forward technology and the innovation in civil engineering and gave Gammon a very respectable place in the history of Indian Construction Industry in 70s.
Around 1990 a young Entrepreneur of around 30 years, Mr. Abhijit Rajan took the reigns of Gammon in his professional hands. Realizing the potential of the Company and understanding the magnitude, he carried forward aggressively the expansion of the Company. Till the time Mr. Rajan commenced the Companys concentration was only on Civil Engineering projects. Post Mr. Rajan acquiring the command, the Company expanded in the field of manufacturing, transmission, oil business and cross country pipeline in addition to core civil engineering business.
By 2000, the Companys CAGR exceeded 25% and ROCE by 20% and resulted in Gammon being the only Company with a consistent dividend payout for over 30 years. By 2008, Gammon was among the largest infrastructure companies in India with a revenue of over Rs 2500 crore, net worth of over Rs 1000 crore, a debt/equity ratio of just 0.39:1 and a market cap of more than 4200 crores.
Gammon was looking at opportunities to expand its presence in burgeoning Indian power sector. Gammon had a strong legacy of credentials in power sector across thermal, hydro and nuclear power plants in the field of civil work including tunnels, intake well, dams, and specialized work like cooling towers, chimneys, etc., Gammon decided to become a "one stop energy shop" in power sector by expanding presence across entire energy value chain. This was done by combining existing civil EPC capability in power with manufacturing and supply of power equipment, transmission & distribution and operations and maintenance capabilities across thermal, hydro, nuclear and non-conventional forms of energy. By doing this Gammon would become eligible for bidding and executing mega turnkey projects in rapidly growing and large supercritical thermal power projects.
Gammon had a footprint in Civil Engineering projects in all types of structures like bridges, tunnels, roads, jetties, ports, dams, canals, all types of power plants, chimneys, silos, water towers, residential projects, industrial projects like cement and steel plants, cooling towers, religious structures etc.
Gammon has completed over 2000 projects of small, medium and large scale covering majority states and districts of the country. It has successfully completed projects internationally as well. It is Gammon which has acquired the title of ‘Builders to the Nation by developing all types of infrastructure projects from Kashmir to Kanyakumari and Kutch to Arunachal Pradesh.
Re-Structuring of the Company
The Companys operations have been affected in the last few years by various factors including liquidity crunch, unavailability of resources on timely basis, delays in execution of projects, delays in land acquisition, operational issues etc. The Companys overseas operations are characterized due to weak order booking, paucity of working capital and uncertain business environment. Also the Companys current liabilities exceed the current assets by 9909.38 Crore as at March 31, 2023. The facilities of the Company with the Secured lenders are presently marked as NPA since June 2017. The liquidity crunch has resulted in several winding up petitions being filed against the Company by various stakeholders for recovery of the debts which the Company has been settling as per the mutually agreed repayment terms. The liquidity crunch is affecting the Companys operation with increasing severity. The Secured lenders have recalled the various facilities, initiated recovery suits in the Debt Recovery Tribunals as well as filing a winding up petition with the National Company Law Tribunal, Mumbai bench under the Insolvency and Bankruptcy code. However the secured lenders who had invoked winding up petition has withdrawn the said petition from the Honble National Company Law Tribunal, Mumbai Bench.
The Company has been making every effort in settling the outstanding Lenders dues.
Revival Plan
Pursuant to the execution of the ICA the lenders appointed M/s Deloitte Touche Tohmatsu India LLP as Process Advisory (PA) in the resolution process of the Company. Subsequent to the abovementioned appointment the representatives of Deloitte attended one of the Joint Lenders Meeting held on 13th January, 2020, wherein the plans regarding the way forward on the
resolution process were presented. Subsequently on the recommendation by Deloitte the Company signed an engagement letter with Duff and Phelps (D&P) to carry out the valuation of the Company and estimation on the recoverability of arbitration claims of the Company and on such terms and conditions as directed by IDBI Bank.
In furtherance to the execution of the ICA, the Company submitted a draft resolution plan to the consortium of lenders. Pursuant to the submission of the resolution plan, Seven lenders including the lead monitoring institution provided their in- principle sanction to the company and the company is pursuing for the approval with other lenders as well.
Due to delay in approval of resolution plan by other Bankers the fund through which Everstone (Investor) was intended to invest was closed. However, Everstone has shown a keen desire to invest with next available fund.
Due to time constraint, Gammon has proposed an alternate investor with the same terms and conditions for the revival of the Company which is accepted by the Bankers. The lenders discussed the above matter at the Joint Lenders meeting dated 5th March 2022 and while accepting the offer were willing to take up with their higher management for resolution plan of the Company.
The Company is awaiting the sanction of the lenders. The resolution process is in the advanced stage and the management is hopeful that the sanctions will be received soon.
Meanwhile the company has received various notices from Union Bank of India and Punjab National Bank under the Securitisation and Reconstruction of Financial Assets and Enforcement of Security Interest Act 2002, (SARFAESI) taking over the possession of the Gammon House property including the land appurtenant to it, the company has been restrained from parting with the rights over the said property.
The Companys management is hopeful of obtaining approval of all the lenders to the above plan and to that effect is
continuously engaged with the lenders for a solution.
Last couple of years of the century of Gammon was spent on salvaging all possible value of the Company to bounce back afresh for its 2nd century. The pillars of Gammon are strong to withstand all adversities.
These pillars are:
We salute them all for their trust on us on this centenary year.
OVERSEAS SUBSIDIARIES
Group Sofinter, Italy
Established in 1979, Group Sofinter, Italy comprises four principal Companies viz. Sofinter S.p.A., A.C. Boilers S.p.A (formerly AnsaldoCaldaie S.p.A), Europower SpA, ITEA SpA. The Group is engaged in the manufacture/EPC of packaged industrial boilers/utility/ power generation boilers respectively, catering to the oil and gas industry, industrial manufacturing and power utility plants worldwide. The Group has modern manufacturing facilities in Italy, Romania and India and a dedicated R&D facility in Italy.
Sofinter SpA
Sofinter SpA, the holding company of the Group Sofinter, also has Macchi as the main manufacturing division. Macchi is a world leader and original equipment manufacturer of packaged industrial boilers and Heat Recovery Steam Generators with applications in Oil and Gas refineries, petro chemical plants, industrial manufacturing units and co-generation plants. Till date Macchi has over 1,000 units installed world-wide to its credit which is backed by a strong after sales service unit to cater to their needs.
AC Boilers S.p.A.
AC Boilers S.p.A. is the market leader in design, supply, manufacturing and installation of utility power boilers and original equipment manufacturer of HRSGs upto 260 MWe for CCP plants. With 150 years of experience in steam generation and burner technology field, the company has an installed base of over 80,000 MWe and 1,000 units. It also provides rehabilitation, fuel conversion and after-sales services for existing boilers, with a strong foothold in Egypt (ACBE – 98%) and India (Ansaldo Caldaie Boilers, India – 26%). The Advance Combustion Research Centre of the company offers specialized services to customers, even as its products are qualified for Super Critical Applications.
Europower S.p.A
Europower SpA is active in EPC of waste-to-energy turnkey plants, including CHP for refinery, petrochemical and chemical industry, CCPP for power plants, district heating and cooling plants. It is also engaged in operations and maintenance of power and industrial plants.
ITEA S.p.A
Established in 2002, ITEA is the R&D division dedicated to development and patenting of zero-emission Isotherm PWR Flameless Oxy- combustion technology (Isotherm PWR*) to be used in industrial and utility Power Plants. The flameless pressured oxy-combustion technology uses high temperatures, oxygen-enriched air and pressurization in an innovative manner to meet future environmental challenges in energy and waste segments. Industrial waste treatment, municipal solid urban waste and low-grade coal are other applications of the cost-effective clean technology.
ITEA S.p.A is set to commercially roll out this technology in select applications in the coming years.
Group Sofinters Consolidated Financial Statements include the financial statements of Sofinter S.p.A (the parent of the companies over which it exercises control directly or indirectly, from the date on which control was acquired upto the date on which it ceases.
During 2022,the actual impact of cost overruns in Macchi and AC Boilers due to the disruptions and other factors caused by Covid,after negotiations with the clients concluded for off-setting some of these, were recognised.Furthermore,the turn around which was largely expected in 2022 did not materialised due to the unexpected conflict between Russia and Ukraine resulting in sanctions from the West as well as supply chain disruptions.Macchi has suffered some disruptions in its Projects in Belarus, Kazhakistan etc. which are being executed by Russian companies or their counter-parts in these countries. Freight costs have also sky rocketed due to problems in the ocean routes and inflationary trends in the West have resulted in uncontrollable cost increases during 2022 for all major inputs.The situation in 2023 remains challenging due to the continuing conflict although the market for Macchi products has been robust and in fact has exceeded expectations with new bookings of over Euro 230 million which is the highest to date,resulting in a Group order book of Euro 488 million.
Globally, the demand for electricity is confirmed to grow at least until 2040 with a strong emphasis on renewable sources instead of fossil fuel plants. However, the Group has the references, the know-how, the technologies and execution capacity to meet the changing dynamics in demand for these plants wherever these may be.
The current Banking facilities for the Group in terms of the Agreement with the Banks expired in the last quarter of 2022. While the facilities under renewal per-se continue at the same level as at present,the renewal process is unlikely to be completed before the infusion of fresh equity into the Group which is expected within April 2024.In this regard,an Investment Agreement has been signed by the Company and the Majority Shareholders with Novacchio S.r.l,a Company controlled by Mutares,Germany for infusion of Euro 12million equity into the Company,for a 90%shareholding.The Investment Agreement is inter-alia subject to the approval of ICICI/Exim Bank of India as well as the approval of the Italian Government and other authorities including the Italian Banks .The final closing is expected to be in April 2024.KPMG,Italy and Axia Capital,Italy are running the entire capital raising process for the Group.
Franco Tosi Meccanica S.p.A. (In Extraordinary Administration)
As pointed out in the previous years,with the transfer of the operational assets in all respects having been completed to Bruno Presezzi S.p.A, the Commissioner has started the second phase of disposing of the non-core assets of the Company. These primarily comprise of approx 60 acres of land in Legnano, Milan, buildings and some equipment within. However,due to the prolonged effects of Covid on the economy in general and the ongoing conflict between Ukraine and Russia, the sale of such vast land even if divided into smaller parcels is proving to be a huge challenge and has resulted in considerable slowing down of the process. Meanwhile creditors in order of ranking and their dues continue to be negotiated by the administrator and will be paid off to the extent of amounts received from the disposal of the assets as and when these materialize.
Campo Puma Oriente S.A.(Puma Oil Block)
The Puma Oil Block is located in Ecuadors Oriente Basin in the Orellana Province east of Quito with an area of 162 square Kms. The Block was part of the second international marginal field bidding round and the contract was signed in March 2008 for a 20 year term with Consorcio Pegaso comprising two Companies, namely Campo Puma Oriente S.A. (CPO) with 90% share and Joshi Technologies Inc. with the balance 10%. Gammon India Limited has a 73.80% share in CPO corresponding to 66.40% share in Consorcio Pegaso. Initially, the contract was production sharing, but in February, 2011, it was changed to a service contract for an 18 year term. The remaining oil recovery after considering production till date from the existing Puma field is approximately 14.3 million barrels, excluding probable and possible reserves.
There are 11 operational wells in the Puma Block. However, as reported in the previous year, the field remains closed as all wells continue to be capped due to the inability to perform much needed interventions including water injections, artificial lift etc. as also additional CAPEX. In the absence of executing these procedures due to the impossibility to fund the same on account of the on-going restructuring being undertaken in Gammon there has been no progress in this direction prompting
the Ministry of Hydrocarbons, Ecuador to invoke various stringent provisions under the Contract citing breaches and seeking termination. Had these interventions taken place, these wells would have flowed approx 2000 barrels apart from an upward revision in service fees to approx USD 29 per barrel.
In view of the losses the Board of Directors do not recommend any dividend on the Equity Shares of the Company for the Financial Year ended March 31, 2023.
No amount was transferred to Reserves for the Financial Year ended March 31, 2023.
During the year under review the Company did not raise any capital from the capital markets either by way of issue of equity shares, ADR/ GDR or any debt by way of Debentures.
The standalone residual CDR Principal debt of 5,079.31 crores (amount as on 31st March 2023) (including an amount of
1,219.44 crores pertaining to recalled facility of the SPVs) has become a Non Performing Asset with the lenders as on 30th June, 2017.
As on March 31, 2023 the Company had an outstanding principal balance of NCDs amounting to 2,879,587,705. Also the FITL outstanding on the NCDs was 4,536,063 which makes the total principal outstanding to 2,884,123,768. The said debentures and interest thereon continue to remain unpaid for more than a year. Repayment of debentures is also part of the settlement proposal as mentioned above, subject to the approval of the lenders to the proposal.
The Company has no fixed deposits under Chapter V of the Companies Act, 2013, and did not accept any further deposits
during the Financial Year 2022-23.
The Company did not pay any amount as dividend since the financial year 2012-13 onwards. Hence there is no pending dividend on shares which are outstanding to be transferred to IEPF authorities pursuant to the provisions of Section 124 of the Companies Act, 2013.
There has been no material changes and commitments, affecting the financial position of the Company which have occurred
between the end of the Financial Year of the Company to which the Financial Statements relate and the date of the Report.
There has been no change in the nature of business as the Company continues to carry on its retained Civil EPC business.
Concern Status And Companys Operations In Future
The Companys operations have been affected in the last few years by various factors including liquidity crunch, unavailability of resources on timely basis, delays in execution of projects, delays in land acquisition, operational issues etc. The Companys overseas operations are characterized due to weak order booking, paucity of working capital and uncertain business environment. Also the Companys current liabilities exceed the current assets by 9,909.38 Crore as at March 31, 2023. The facilities of the Company with the CDR lenders are presently marked as NPA since June 2017. The liquidity crunch has resulted in several winding up petitions being filed against the Company by various stakeholders for recovery of the debts which the Company has been settling as per the mutually agreed repayment terms. The liquidity crunch is affecting the Companys operation with increasing severity. The CDR lenders have recalled the various facilities, initiated recovery suits in the Debt Recovery Tribunals as well as filing a winding up petition with the National Company Law Tribunal, Mumbai bench under the Insolvency and Bankruptcy code
The Company has been making every effort in settling the outstanding CDR dues.
There are a total of 62 matters against the Company pending before the Honble National Company Law Tribunal (NCLT), Mumbai Bench as on 31st March, 2023.
The Covid Pandemic has severely disrupted business operations due to lockdown and other emergency measures imposed by the Governments. The operations of the Company were impacted, due to shutdown of Projects and offices following nationwide lockdown. Various proposals for restructuring and arbitration & settlement matters have been delayed on account of the non-availability of the officials and closure of offices. The COVID Pandemic has compounded the problems due to all the restrictions on the movement of people, opening of offices, and the project work at sites, which was already at its slowest. The impact assessment of COVID-19 is a continuing process given the uncertainties associated with its nature and duration and accordingly, the impact may be different from that estimated as at the end of the financial year. The Company will continue to monitor any material changes to future economic conditions. The Management does not expect any further material adjustment beyond the assessments and impairments already made in the financial statements to the assets and liabilities.
Pursuant to Section 134 (5) of the Companies Act, 2013 ("the Act"), we hereby state that:
systems are adequate and operating effectively.
The Annual Return as per the provisions of Section 92(3) and Section 134 of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014, is available on the Companys website i.e. www.gammonindia. com.
The Company had 23 subsidiaries including step-down subsidiaries, 3 Associates and 4 Joint venture companies as on 31st March, 2023. As on 31st March 2023, no subsidiary of the Company was a material subsidiary.
The Company, its Subsidiaries, Associates and Joint Ventures have adopted Ind-AS pursuant to the Ministry of Corporate Affairs notification, notifying the Companies (Indian Accounting Standard) Rules, 2015 under Section 133 of the Companies Act, 2013. Your Company has published Ind AS Financials for the year ended March 31, 2023 along with comparable as on March 31, 2022 on a Standalone and Consolidated basis, which form part of this Annual Report.
As required under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Consolidated Financial Statements of the Company, its subsidiaries and associates form part of this Annual Report. A Statement containing the salient features of the financial statements of the subsidiary companies and its associates is attached to the said Financial Statements in Form AOC-1 (Annexure A).
The said Financial Statements and detailed information of the subsidiary and associate companies shall be made available by the Company to the shareholders on request. These Financial Statements will also be kept open for inspection by any member at the Registered Office of the Company and the subsidiary and associate companies.
Pursuant to Section 136 of the Companies Act, 2013, the Financial Statements of the Company, Consolidated Financial Statements alongwith all relevant documents and separate audited accounts in respect of the subsidiaries and associates are available on the Companys website viz. www.gammonindia.com.
During the Current Financial Year the following changes took place in the Board composition;
a Chief Financial Officer of the Company;
Ms. Niki Shingade resigned as the Company Secretary of the Company w.e.f. 12th December, 2023 and Mr. Nirav Shah was appointed as the Company Secretary of the Company w.e.f. 1st January, 2024. All the directors suffer disqualification as on 31st March, 2023 pursuant to the provisions of Section 164(2) of the Companies Act, 2013.
In compliance with the provisions of Section 139 of the Companies Act, 2013, the shareholders in the 100th Annual General Meeting appointed M/s. Natvarlal Vepari & Co, Chartered Accountants (Firm Registration No. 106971W ) as the Statutory Auditors of the Company for a period of 5 (Five) years from the conclusion of the 100th Annual General Meeting until the conclusion of the 105th Annual General Meeting.
The Company maintains cost records as required under the provisions of Section 148 of the Companies Act, 2013.
In accordance with the provisions of Section 148 of the Companies Act, 2013 the Board in its meeting held on 21st June, 2022 has appointed Mr. Pradip Damania as the Cost Auditor of the Company for the financial year – 2022-23 on a remuneration of 70,000 excluding out of pocket expenses and tax. In terms of the provisions of Section 148(3) of the Companies Act, 2013 read with Rule 14(a)(ii) of the Companies (Audit and Auditors) Rules, 2014.
Pursuant to the abovementioned Rules and in order to ensure compliance with the same, the Board of Directors appointed Mr. Pradip Damania, Cost accountant for conducting the Audit of Cost Accounting records maintained by the Company for the Companys Civil Engineering, Procurement and Construction business for the Financial Year 2022-2023.
M/s. Pramod Shah & Associates, Practicing Company Secretaries were appointed as the Secretarial Auditors of the Company, to conduct the Secretarial Audit of the Company for the Financial Year ended 31st March, 2023 pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended from time to time. The Secretarial Auditors Report is annexed to this report as "Annexure B".
The auditors have qualified the report with the following observations:
Qualification: The Company had delayed the submission of the financial statement for the Quarter and financial year ended 31st March, 2022 as the Board meeting of the Company scheduled to be held on 30th May, 2022 rescheduled to 21st June, 2022, the Entity uploaded the results on stock exchange accordingly.
Boards Explanation:
The Management has certain strategic decisions to be taken and hence the delay.
Qualification: the Company has delayed filing, as per regulation 74(5) of SEBI (Depositories and Participants) Regulations,
2018, for the Fourth quarter ended on March, 2023.
Boards Explanation:
The Company paid the RTA agents at its earliest opportunity and fund availability post which the reports were generated and submitted.
Qualification: The Company has not complied with Para 8.8.1 of SS-1 of Secretarial Standards issued by ICSI, i.e., Preservation of Minutes and other Records: Minutes of all Meetings shall be preserved permanently in physical or in electronic form with Timestamp.
Boards Explanation: The Company has strived to comply to the extent possible.
Qualification: The Companys trading has been suspended due to penal reasons.
Boards Explanation: The Company will shortly clear all its dues to the stock exchanges and comply with the pending compliances. Post the clearance of dues the Company will apply for relisting of its shares. As on the date of this report the company has cleared all its dues to the stock exchanges.
Qualification: the Company has not altered its Memorandum of Association & Article of Association in lines with the Companies
Act, 2013.
Boards Explanation: The Company has pending dues to the consortium of lenders and the lenders are the major shareholders. Post resolution of the debt the MOA and AOA will be amended.
Qualification: However, the Company has not complied Regulation 76 of SEBI (Depositories and Participants) Regulation,
2018
Boards Explanation:
The Company paid the RTA agents at its earliest opportunity and fund availability post which the reports were generated and submitted.
Qualification: However, the Company has delayed in filing, as per regulation 23(9) of SEBI (Listing Obligations and Disclosure
Requirements), Regulations, 2015.
Boards Explanation:
The Company had delayed filing of financial results and due to which the delay occurred. However immediately after publishing the results the company filed RPT report under regulation 23(9) of SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015
Qualification:
The Company has delayed in filing, as per regulation 7 (3) of SEBI (Listing Obligations and Disclosure Requirements),
Regulations, 2015.
Boards Explanation:
The Company paid the RTA agents at its earliest opportunity and fund availability post which the reports were generated and submitted.
Pursuant to the provisions of Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 "Every listed entity shall submit a secretarial compliance report in such form as specified, to stock exchanges, within sixty days from end of each financial year".
Accordingly M/s. Pramod Shah & Associates, Practicing Company Secretaries were appointed to conduct an Annual Secretarial Compliance audit for the financial year ended 31st March, 2023 and thereafter provide their observations and report thereon. The same is annexed as "Annexure C"
Below are the auditors qualifications along with Boards clarification thereon:
|
Serial No. |
Compliance Requirement (Regulations/ Circulars/ Guidelines including specific clause |
COMPLIANCE STATUS (YES/NO/NA) |
Observations/ Remarks of the Practising Company Secretary |
Boards Explanation |
| 1. | Secretarial Standards: The compliances of the listed entity are in accordance with the applicable Secretarial Standards (SS) issued by the Institute of Company Secretaries India (ICSI) |
YES | The Company has not complied with Para 8.8.1 of SS-1 of Secretarial Standards issued by ICSI, i.e., Preservation of Minutes and other Records: Minutes of all Meetings shall be preserved permanently in physical or in electronic form with Timestamp. |
The Company has strived to comply to the extent possible. |
| 2. | Adoption and timely updation of the Policies: All applicable policies under SEBI Regulations are adopted with the approval of board of directors of the listed entities All the policies are in conformity with SEBI Regulations and has been reviewed & timely updated as per the regulations/circulars/ guidelines issued by SEBI |
Yes | - |
|
Serial No. |
Compliance Requirement (Regulations/ Circulars/ Guidelines including specific clause |
COMPLIANCE STATUS (YES/NO/NA) |
Observations/ Remarks of the Practising Company Secretary |
Boards Explanation |
| 3. | Maintenance and disclosures on Website: The Listed entity is maintaining a functional website. Timely dissemination of the documents/ information under a separate section on the website. Web-links provided in annual corporate governance reports under Regulation 27(2) are accurate and specific which re- directs to the relevant document(s)/ section of the website |
Yes | - | |
| 4. | Disqualification of Director: None of the Director of the Company are disqualified under Section 164 of Companies Act, 2013 |
Yes | - | |
| 5. | To examine details related to Subsidiaries of listed entities:
subsidiary companies |
NA | There is no material Subsidiary Company. | |
Preservation of Documents: The listed entity is preserving and maintaining records as prescribed under SEBI Regulations and disposal of records as per Policy of Preservation of Documents and Archival policy prescribed under SEBI LODR Regulations, 2015. |
YES | |||
Performance Evaluation: The listed entity has conducted performance evaluation of the Board, Independent Directors and the Committees at the start of every financial year as prescribed in SEBI Regulations |
YES | |||
Related Party Transactions:
Audit committee |
YES |
|
Serial No. |
Compliance Requirement (Regulations/ Circulars/ Guidelines including specific clause |
COMPLIANCE STATUS (YES/NO/NA) |
Observations/ Remarks of the Practising Company Secretary |
Boards Explanation |
Disclosure of events or information: The listed entity has provided all the required disclosure(s) under Regulation 30 along with Schedule III of SEBI LODR Regulations, 2015 within the time limits prescribed thereunder. |
NO | The Company had delayed the submission of the financial statement for the Quarter and financial year ended 31st March, 2022 as the Board meeting of the Company scheduled to be held on 30th May, 2022 rescheduled to 21st June, 2022, the Entity uploaded the results on stock exchange accordingly. |
The Management has certain strategic decisions to be taken and hence the delay. |
|
Prohibition of Insider Trading: The listed entity is in compliance with Regulation 3(5) & 3(6) SEBI (Prohibition of Insider Trading) Regulations, 2015 |
YES | |||
Actions taken by SEBI or Stock Exchange(s), if any: No Actions taken against the listed entity/ its promoters/ directors/ subsidiaries either by SEBI or by Stock Exchanges (including under the Standard Operating Procedures issued by SEBI through various circulars) under SEBI Regulations and circulars/ guidelines issued thereunder |
NA | No Actions taken against the listed entity/ its promoters/ directors/ subsidiaries either by SEBI or by Stock Exchanges (including under the Standard Operating Procedures issued by SEBI through various circulars) under SEBI Regulations and circulars/ guidelines issued thereunder |
||
Additional Non-compliances, if any: additional non-compliance observed for all SEBI regulation/ circular/guidance note etc |
Yes |
The Companys trading has been suspended due to penal reasons. Regulation, 2018 |
All the non- complian ces are due to the pending
dues to various authorities like depository participants, stock exchanges, RTA Agents
etcs., However the company has always strived to clear the dues post which the complian ces were done at the earliest. |
|
Serial No. |
Compliance Requirement (Regulations/ Circulars/ Guidelines including specific clause |
COMPLIANCE STATUS (YES/NO/NA) |
Observations/ Remarks of the Practising Company Secretary |
Boards Explanation |
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1. As per Regulation 98 (1) of SEBI 3. As per Regulation 23 (9) of SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015 the listed entity shall submit to the stock exchanges disclosures of related party transactions and such disclosures every six months within fifteen days from the date of publication of its standalone and consolidated financial results However, the Company has delayed in filing, as per regulation 23(9) of SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015. |
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4. As per Regulation 7 (3) of SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015 the listed entity shall submit a compliance certificate to the exchange, duly signed by both the compliance officer of the listed entity and the authorised representative of the share transfer agent, wherever applicable, within thirty days from the] end of the financial year, certifying compliance with the requirements of Regulation 7 (2) of SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015 However, the Company has delayed in filing, as per regulation 7 (3) of SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015. |
A Report on Corporate Governance and Management Discussion and Analysis for the year ended 31st March, 2023, together with certificate from M/s. V. V. Chakradeo and Co., Practising Company Secretary regarding compliance of conditions of Corporate Governance as stipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of the Annual Report.
The Boards explanation on the Statutory Auditors qualifications and remarks in their Audit Report both on the Standalone
and Consolidated Financial Statements is annexed to this report as "Annexure D".
Members attention is drawn to "Emphasis of Matter" stated in the Auditors Report dated 28th October, 2023 on the Standalone Financial Statements and in the Auditors Report dated 28th October, 2023 on the Consolidated Financial Statements of the Company for the year ended 31st March, 2023. The Directors would like to state that the said matters are for the attention of members only and have been explained in detail in the relevant notes to accounts as stated therein and hence require no separate clarification.
The Independent Directors have furnished declaration in accordance with the provisions of Section 149(7) of the Companies Act, 2013 that they meet the criteria of independence as provided under Section 149(6) and the same has been taken on record by the Board.
The Nomination and Remuneration Committee of the Company formulated a Nomination and Remuneration Policy in terms of Section 178(3) of the Companies Act, 2013 and Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015 laying down inter-alia, the criteria for appointment and payment of remuneration to Directors, Key Managerial Personnel and Senior Employees of the Company the same was adopted by the Board and is annexed to this Report as "Annexure E".
The Board has appointed mandatory as well as non-mandatory Committees with specific powers in specific areas with delegated authority. The following Committees of the Board have been formed which function in accordance with the powers delegated to them:
The aforementioned committees have been reconstituted. Details of the composition of each of the committees, number of meetings held and all other relevant details, has been given in the Corporate Governance Report, which forms a part of this Annual Report.
The Company has in place a system to familiarize its Independent Directors with the operations of the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company, etc. All the Independent Directors were updated about the ongoing events and developments relating to the Company from time to time either through presentations at board or committee meetings. The Independent Directors also have access to any information relating to the Company, whenever requested to do so. In addition presentations are made to the Board and its committees where Independent Directors get an opportunity to interact with members of the senior management. The Independent Directors also have interaction with the Statutory Auditors, Internal Auditors, and External Advisors, if any, appointed by the Company at the meetings.
Further there were separate meetings of the Independent Directors held to update them about various ongoing matters viz., WSS, Projects of the company, the ongoing arbitration matters etc.,
During the Financial Year under review, the Board of Directors of your Company met 5 (Five) times, i.e. on 21st June, 2022, 10th August, 2022, 14th November, 2022, 10th March, 2023 and 24th March, 2023.
The Audit Committee has been formed in compliance with the provisions of Section 177 of the Companies Act, 2013 and Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. During the financial year Financial Year the Audit Committee met 5 (Five) times, i.e. on 21st June, 2022, 10th August, 2022, 14th November, 2022, 10th March, 2023 and 24th March, 2023.
The Audit Committee consists of the following members viz., (1) Mr. Anurag Choudhry – Executive Director and CFO, Mr. Soumendra Nath Sanyal, Mr. Ulhas Dharmadhikari, Mr. Kashi Nath Chattejee and Ms. Vinath Hegde – Independent Directors. Mr. Sandeep Sheth was appointed as a member of the Audit Committee with his appointment as an Executive Director.
Mr. Sanyal is the Chairman of the Committee.
A vigil mechanism as per the provisions of Section 177 of the Act and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015 has been established by adoption of "Whistle Blower Policy" for Directors and Employees to report to the management about suspected or actual frauds, unethical behaviour or violation of the Companys code. The Whistle Blower Policy is uploaded on the companys website at www.gammonindia.com under the Investors Section.
Details of loans, guarantees and investments are given in the Notes to the Standalone Financial Statements, forming a part of this Annual Report.
All contracts/arrangements/transactions entered into by the Company during the Financial Year with the Related Parties were in the ordinary course of business and at arms length basis. All such Related Party Transactions, were placed before the Audit Committee and also the Board for its approval/noting, wherever required. No omnibus approvals were taken during the Current Financial Year.
The Company has framed a policy on Related Party Transactions for the purpose of identification and monitoring of such transactions. Details of Related Party Transactions entered into by the Company are more particularly given in the Notes to the Standalone Financial Statements.
The policy on the Related Party Transactions as approved by the Board is hosted on the Companys website i.e. www. gammonindia.com.
During the Financial Year, there were no Related Party Transactions of the Company with its Directors and Key Managerial Personnel or their relatives, its holding, subsidiary or associate companies as prescribed under Section 188 of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and which were required to be reported in Form AOC-2 and therefore the Company is not required to report any transaction under the prescribed Form AOC-2 and the same does not form a part of this report.
None of the Directors/ KMPs or their relatives has any pecuniary relationships or transactions vis-?-vis the Company, other than their remuneration and their shareholding, if any, in the Company.
Pursuant to the provisions of Section 149 of the Companies Act, 2013 read with Schedule IV and Regulation 17 and 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Independent Directors evaluated the performance of the Executive Director, each Board member evaluated the performance of the Board as a whole, each Board Committee member evaluated the performance of the Board Committees and Independent Directors evaluated the performance of the other Non-Executive and Non-Independent Directors. Independent Directors were also evaluated by Board members on the functioning, participation and contribution made by each Independent Director to the Board and Committee processes. A Report of the evaluation has been forwarded to the Nomination and Remuneration Committee to maintain confidentiality of the Report and to improve the Board dynamics, and enhancing Boards overall performance in the challenging environment.
The Company is exposed to inherent uncertainties owing to the sector in which it operates. A key factor in determining a Companys capacity to create sustainable value is the ability and willingness of the Company to take risks and manage them effectively and efficiently. In order to evaluate, identify and mitigate these business risks, the Companys risk management framework embodies the managements approach and the initiatives taken to mitigate business and industry risks and redefining processes to create transparency, and thereby minimize the adverse impact on the business objectives and enhance the Companys competitive advantage. Further details of the same are set out in the MDA which forms a part of this Annual Report.
The Company has devised and implemented internal control systems as are required in its business processes. The internal controls have been designed to provide assurance with regard to recording and providing reliable financial and operational information, complying with the applicable statutes, safeguarding assets, executing transactions with proper authorization and ensuring compliance with corporate policies.
However its implementation and effectiveness in certain areas are affected due to manpower and liquidity issues.
No frauds have been reported under sub-section (12) of Section 143 of the Companies Act, 2013.
Information required pursuant to Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 for the year under review is enclosed as "Annexure F" to this Report.
Pursuant to the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 the information on conservation of energy, technology absorption and foreign exchange earnings and outgo is enclosed as "Annexure G" to this report.
During the year under review, no complaints were received with regard to Sexual Harassment under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
The shares of the Company are listed on BSE Limited and the National Stock Exchange of India Limited. The trading of the equity shares are suspended from 23rd February, 2018 onwards due to non-compliance of Regulation 33 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.
Post the demerger of the two operating businesses in the financial year 2016-17 and 2017-18 most of the employees pertaining to the two business were transferred to the demerged entities and the Company continues with skeletal staff. Also the Company is facing challenging financial times and as a result its difficult to retain/hire employees. This has delayed the preparation and finalization of accounts commencing from the quarter ended June 2017. Thereafter the Company strived its best to adopt and publish the results within the prescribed time. Further the exchanges had also levied heavy penalties on the Company which considering the financial crises the Company was unable to pay. The Company has made several applications to the Stock Exchanges to consider the matter of the Company as a special case and waive off the penalties so that the Company could apply to resume trading of its shares on the exchanges portal.
Further to inform the members that both the stock exchanges have given the opportunity of personal hearing and appearance before the committee of respective exchanges wherein the Company officials have made their submissions pleading for waiver of penalties levied by the exchanges. Considering the submissions of the Company both the exchanges had decided to waive off a part of the total penalties levied. The Company is trying to pay the pending penalties and the other payments to the exchanges, subsequently an application for revocation of suspension will be filed with the exchanges.
The Board thanks all its valued customers and various Central and State Governments as well as other Stakeholders connected with the business of the Company including Contractors and Consultants and also Banks, Financial Institutions, Shareholders and Employees of the Company for their continued support and encouragement.
For and on behalf of the Board of Directors
Gammon India Limited
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Sandeep Sheth |
Soumendra Nath Sanyal |
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Place: Mumbai |
Executive Director |
Director |
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Date: 27th December, 2023 |
DIN: 08781589 |
DIN: 06485683 |
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