Gammon Infrastructure Projects Ltd Directors Report.
The Shareholders of
Gammon Infrastructure Projects Limited
Your Directors have pleasure in submitting their Eighteenth Annual Report together with the Audited Accounts of the Company, for the financial year ended March 31, 2019 ("Financial Year").
The financial highlights of the Company on stand-alone and consolidated basis for the Financial Year are as under:
|Particular||Financial Year ended March 31, 2019||Financial Year ended March 31, 2018||Financial Year ended March 31, 2019||Financial Year ended March 31, 2018|
|Earnings before interest, tax, depreciation and amortization||2,648.11||3,692.53||22,915.12||26,270.71|
|Depreciation and amortization||68.99||60.85||10,874.67||8,724.22|
|Minority interest & share of profit of associates||N. A.||N. A.||(5,443.77)||(3,986.28)|
|Net Profit after Tax / (Loss)||(7341.19)||1,144.47||(20,986.77)||(18,565.45)|
DIVIDEND & RESERVES
The Board express its inability to recommend any dividend for the Financial Year in view of the liquidity constraints. No amounts have been transferred to any reserve.
CHANGE IN REGISTERED OFFICE OF THE COMPANY
The Registered Office of the Company has been changed from Gammon House, Veer Savarkar Marg, Prabhadevi, Mumbai -400025 to Orbit Plaza CHS Ltd., 5th Floor, Plot No. 952/954, New Prabhadevi Road, Prabhadevi, Mumbai-400025 with effect from 12th March, 2019.
Your Company, in consortium with Gammon Engineers and Contra ctors Private Limited ("GECPL"), has successfully bid for a road project in the State of Odisha on Engineering, Procurement and Construction ("EPC") mode from National Highways Authority of India ("NHAI"). During the FY 2018-19, the Company has signed the EPC Agreement with NHAI, and has submitted the Performance Bank Guarantee for the same. The Company has mobilised the resources and commenced the pre-construction activities at project site. The construction work will commence once the appointed date for the EPC project is declared by NHAI.
In addition to the above, the Company has three projects in the Road Sector, two in the Port Sector and four in the Power Sector, which are at various stages of construction, under development and/or operation and management through project specific Special Purpose Vehicles ("SPVs").
Most players in the infrastructure industry including your Company, continue to face a resource crunch over the last few years. There is a sizable gap between the Companys internal accruals and the requirement of funds for capital investment in existing and new projects and revenue expenditure. The ability of the Company to raise external funds has also been affected due to adverse market conditions. However, to ease the present situation, the Company is actively taking steps for realization of its receivables from NHAI and other public sector authorities. Further, upon resolution of certain contractual obligations on few of the delayed projects, release of resources stalled thereof will bring back the Company into mainstream.
Your Company is focusing on strategic partnerships and change in management at holding company level with selective opportunities. The plan is to get "almost ready" projects commissioned at the earliest and operate the projects successfully. The commencement of works on the EPC contract on the Odisha project will provide the much-needed top line. Your Company is confident that these projects will contribute positively to the bottom line and improve the cash position.
SHARE CAPITAL OF THE COMPANY
There has been no change in the share capital of the Company during the Financial Year. The paid up share capital of the Company stood at Rs. 188.36 Crores as at 31st March, 2019 comprising of 941,830,724 equity shares of Rs. 2/- each fully paid up.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
Your Companys internal control systems with reference to Financial Statements commensurate with the nature and size of its business operations. Your Company has maintained a proper and adequate system of internal controls. This ensures that all Assets are safeguarded and protected against loss from unauthorized use or disposition and that the transactions are authorised, recorded and reported diligently. The Management continuously reviews the internal control systems and procedures for the efficient conduct of the Companys business.
M/s. Nitin H Rajda & Co., Chartered Accountants, Mumbai, is the Internal Auditor of the Company. The Internal Auditor monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliances with operating systems, accounting procedures and policies and reports the same on quarterly basis to the Audit Committee.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act, 2013, your Directors, based on the representations received from the operating management, and after due enquiry, confirm that:
a. in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;
b. they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year and of the loss of the Company for the period;
c. they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d. they have prepared the annual accounts on a going concern basis;
e. they have laid down adequate internal financial controls to be followed by the Company and such internal financial controls operated effectively during the Financial Year; and
f. they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL Board of Directors
At the request of the Nomination & Remuneration Committee and the Board of Directors, Mr. Kishore Kumar Mohanty agreed to continue as the Managing Director of the Company upto an extended period of six months beyond the present tenure which expired on 11th April, 2019, subject to shareholders approval at the ensuing Annual General Meeting.
Mr. Mahendra Kumar Agrawala was appointed as an additional director in the category of Independent Director with effect from October 31, 2018 and holds office as such up to the date of ensuing Annual General Meeting.
Ms. Homai Daruwalla was appointed as an additional director w. e. f. 30th June 2019 in the category of an independent director, consequent to the expiry of her tenure of 5 years as an Independent Director on 29th June 2019.
Mr. Abhijit Rajan vacated office of Director of the Company w.e.f. 7th May, 2018.
Mr. Vardhan Dharkar, Non-Executive Non-Independent Director, has resigned as Director of the Company with effect from January 17, 2019 due to his pre-occupation.
Mr. Sanjay Sachdev has resigned as an Independent Director of the Company with effect from February 20, 2019 due to his personal commitments.
Mr. Sushil Chandra Tripathi, having served as an independent director of the Company for more than 10 years since his initial appointment, has resigned as an independent director of the Company effective 21st May 2019.
The Board took on record its appreciation for the valuable services provided by Mr. Vardhan Dharkar, Mr. Sanjay Sachdev and Mr. S. C. Tripathi during their tenure as directors of the Company.
In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Chayan Bhattacharjee is liable to retire by rotation at the ensuing Annual General Meeting and has offered himself for re-appointment.
Independent Directors of the Company have furnished necessary declarations to the Company under Section 149(7) of the Companies Act, 2013, confirming that they meet with the criteria of Independence as prescribed for Independent Directors under Section 149(6) of the Act and Regulation 16(b) of the Securities and Exchange Board of India (Listing Obligations & Disclosures Requirements) Regulations, 2015, (hereinafter "SEBI Listing Regulations").
Key Managerial Personnel
In terms of the provisions of Section 203 of the Companies Act, 2013, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Mr. Kishore Kumar Mohanty, Managing Director; Mr. Naresh Sasanwar, Chief Financial Officer; and Mr. Kaushal Shah, Company Secretary and Compliance Officer are the Key Managerial Personnel of the Company.
Other Key Personnel:
Mr. Kaushik Chaudhuri - Head Risk & Internal Audit Mr. Prakash R - President - Roads Remuneration Policy and Board Evaluation
In compliance with the provisions of the Companies Act, 2013 and Regulation 27 of the SEBI Listing Regulations, the Board of Directors on the recommendation of the Nomination & Remuneration Committee, adopted a Policy on remuneration of Directors and Senior Management. The Remuneration Policy is stated in the Corporate Governance Report.
Performance evaluation of the Board was carried out during the Financial Year. The details about the same are given in the Corporate Governance Report.
Familiarisation programmes for the Independent Directors
In compliance with the requirements of SEBI Listing Regulations, your Company has put in place a familiarization programme for the Independent Directors to familiarise them with their role, rights and responsibilities as Directors, the working of the Company, nature of the industry in which the Company operates, business model, etc. It is also available on the Company website http://www.gammoninfra.com/sec_info_pdf/Familiarisation_Programme_IndependentDirectors.pdf.
The Board met six times during the Financial Year, the details of which are given in the Corporate Governance Report. The intervening gap between the two consecutive meetings was within the period prescribed under the Companies Act, 2013 and the SEBI Listing Regulations.
EMPLOYEE STOCK OPTION SCHEME
During the Financial Year, the Board has not granted any options to employees under the GIPL Employee Stock Options Scheme - 2013 (Scheme). Details of the shares issued under the Scheme, as also the disclosures in compliance with SEBI (Share Based Employee Benefits) Regulations, 2014 are set out in Annexure I to this Report.
A certificate from the Statutory Auditors of the Company as required under Regulation 13 of SEBI (Share Based Employee Benefits) Regulations, 2014 shall be placed at the ensuing Annual General Meeting for inspection by the Members.
During the Financial Year, the Company has not accepted any deposits within the meaning of Section 73 and 76 of the Act, read with Companies (Acceptance of Deposits) Rules, 2014.
PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS AND SECURITIES
The details of loans, guarantee or investment under Section 186 of the Companies Act, 2013 are given under Notes to Accounts of financial statements.
CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
All related party transactions entered by the Company during the financial year were in the ordinary course of business and on arms length basis. Details of material related party transactions are given in the prescribed Form AOC - 2 which is appended to this report as Annexure II.
The policy on Related Party Transactions as approved by the Board is uploaded on the Companys website and can be accessed at the Web link
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
In view of the nature of business activities currently being carried out by the Company, your Directors have nothing to report with respect to Conservation of Energy and Technology Absorption as required under Section 134(3)(m) read with Rule 8 of the Companies (Accounts) Rules, 2014.
Foreign exchange outgo (actual outflows): Nil
The foreign exchange earned (actual inflows): Nil
SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANIES
During the Financial Year 2018-19, the following changes have taken place:
Canara Bank, being Lead Bank of the Consortium of Lenders to Rajahmundry Godavari Bridge Limited ("RGBL"), an unlisted subsidiary of the Company, has invoked pledge of 10,40,19,039 equity shares of 10/- each constituting 51% of the paid up equity capital of RGBL held by the Company in RGBL, through Canara Bank Securities Limited ("Security Trustee"). Pursuant to said invocation of pledge by Canara Bank, the shareholding of the Company in RGBL was reduced from 75.28% to 24.28% and RGBL ceased to be a subsidiary of the Company.
In this regard, the Company had written to the Lead Bank / Security Trustee for assigning a value to the invoked pledged shares, for which the Company was informed that the invoked pledged shares of RGBL were held by the Security Trustee as collateral and the Lenders had neither appropriated the pledged shares against outstanding dues nor the pledged shares were sold to any third party for realising the outstanding dues. Therefore, the beneficial ownership of the invoked pledged shares vested with the Company only.
Accordingly, the beneficial shareholding of the Company in RGBL stands at 75.28% and RGBL continued to be a subsidiary of the Company.
Ministry of Corporate Affairs (MCA) has approved the closure of following subsidiaries and step-down subsidiaries of the Company:
1. Ghaggar Renewable Energy Private Limited(w.e.f. 23/03/2019);
2. Lilac Infraprojects Developers Limited (w.e.f. 25/03/2019);
3. Tangri Renewable Energy Private Limited (w.e.f. 28/03/2019); and
4. Yamuna Minor Minerals Private Limited(w.e.f. 30/03/2019-)
The activities of above companies stands closed with effect from dates mentioned above.
An application in Form STK-2 has been filed with the Ministry of Corporate Affairs ("MCA") by the Jaguar Projects Developers Limited, a subsidiary of the Company for striking off the name from the register maintained by the Registrar of Companies.
The policy for determining material subsidiaries as approved by the Board is uploaded on the Companys website and can be accessed at the web link http://www.gammoninfra.com/sec_info_pdf/Policy_determining_ MaterialSubsidiary.pdf
A statement containing salient features of the financial statement of each of the subsidiaries, associates and joint venture companies as required to be provided under section 129(3) of the Act, in Form AOC-1 forms part of this Annual Report.
Pursuant to the provisions of Section 136 of the Act, the financial statements of the Company, consolidated financial statements along-with relevant documents and separate audited accounts in respect of Subsidiaries are available on the website of the Company.
The Board has presently the following committees to assist in its work:
(i) Audit Committee to, inter-alia, oversee and review the financial reporting system and disclosures made in its financial results;
(ii) Stakeholders Relationship Committee to, inter-alia, redress investor complaints;
(iii) Nomination & Remuneration Committee to, inter-alia, approve appointments and remuneration of executive directors and lay down nomination and remuneration policies of the Company;
(iv) Compensation Committee to administer employee stock option schemes;
(v) Business Review Committee to review business, projects and opportunities that arise from time to time;
(vi) Corporate Social Responsibility Committee to formulate and implement a corporate social responsibility policy for the Company; and
(vii) The Board has voluntarily constituted Risk Management Committee to monitor and review the risk management plan of the Company.
The constitution of the various committees, its powers and duties have been elaborated in greater detail in the Corporate Governance Report, which is annexed to the Annual Accounts.
TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND
Your Company does not have any amount/ shares due to be transferred to Investor Education and Protection Fund.
VIGIL MECHANISM / WHISTLE BLOWER
In terms of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for Directors and employees to report genuine concerns has been established by the Board along with whistle blower policy. The whistle blower policy have been uploaded on the website of the Company and the same can be accessed at the web link http://www gammoninfra.com/sec_info_pdf/Whistle_Blower_Policy.pdf
CORPORATE SOCIAL RESPONSIBILITY (CSR)
Since, there is no average net profit for the Company for the previous three financial years, no specific funds are required to be set aside and spent towards the Corporate Social Responsibility of the Company during the Financial Year. The Company is yet to formulate the CSR Policy.
EXTRACT OF ANNUAL RETURN
In accordance with the Companies Act, 2013, an extract of Annual Return in Form MGT 9 is appended to this Report as Annexure III.
REPORT ON CORPORATE GOVERNANCE
In terms of Regulation 34 of the SEBI Listing Regulations, a Report on Corporate Governance along with Compliance Certificate issued by Mr. Veeraraghavan. N, Practicing Company Secretary (Certificate of Practice Number 4334) is attached and forms integral part of this Report (herein referred to "Corporate Governance Report").
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Attention of the members is invited to a separate section titled Management Discussion and Analysis Report which is covered in this Annual Report.
The Company complies with all applicable secretarial standards.
REPORTING OF FRAUDS BY AUDITORS
During the Financial Year under review, neither the statutory auditors nor the secretarial auditor has reported to the audit committee, under Section 143 (12) of the Companies Act, 2013, any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the Boards report.
At the 16th Annual General Meeting of the Company, the shareholders had appointed M/s. Nayan Parikh & Co., Chartered Accountants (FRN: 107023W) as the Statutory Auditors of the Company to hold office until the conclusion of the 21st Annual General Meeting ("AGM"), subject to ratification by shareholders at every subsequent AGM.
Amended provisions of Section 139 of the Act vide Companies (Amendment) Act, 2017 notified from 7th May, 2018 no longer requires ratification of appointment of Auditors by members at every subsequent AGM. In view of this, the appointment of Auditors is not proposed for ratification at ensuing AGM.
M/s. Nayan Parikh & Co., Chartered Accountants (FRN: 107023W) have confirmed that they are not disqualified from continuing as Statutory Auditors of the Company.
The Auditors have qualified their opinion in their Independent Auditors Report as follows:
a) Attention is invited to Note 28(a) to the Standalone Ind AS Financial Statements in respect of tolling bridge project in Andhra Pradesh in the SPV Rajahmundry Godavari Bridge Limited where the SPV had served a notice of termination of the concession to Andhra Pradesh Road Development Corporation (APRDC) and followed up with a subsequent communication for correcting technical breach in the notice of termination. The Management has elaborated the sequence and its action relating to the project in the said note and has asserted that in the event of termination, the termination payments would be adequate to recover the exposure to the project by the Group. The management has made a claim of 1,12,337 lacs as termination payments from APRDC. One of the Lenders has filed for Corporate Insolvency resolution proceeding against the SPV before the Honble National Company Law Tribunal (NCLT). Total Exposure of the Company is 1,08,696.56 lacs. In the absence of any confirmation of the termination amount from APRDC, the NCLT hearing, decision of the OTS by the lenders and other matters as aforesaid, we are unable to comment on the possible impairment required against the exposure of the Company.
b) Attention is invited to Note 28(b) to the Standalone Ind AS Financial Statements, relating to the project in the SPV Indira Containers Terminal Pvt Ltd. There exists material uncertainty relating to the future of the project where the exposure of the company in the SPV/project is 13,488.27 lacs (funded and non-funded). The draft settlement agreement between the SPV, Ministry of Shipping (MoS), Mumbai Port Trust (MbPT) has been rejected by MbPT. The Company and the SPV are in discussion with MbPT and MoS to reconsider the project. The credit facility are marked as NPA by the lenders. Pending conclusion of matters of material uncertainty related to the project and decision of the OTS by the lenders being in preliminary stage we are unable to comment whether any provision is required towards possible impairment towards the said exposure.
c) Attention is invited to Note no. 29 to the Standalone Ind AS Financial Statements, where the Company has defaulted in fulfilling its obligation under the one time settlement (OTS) with IFCI Limited. The Company was required to pay the entire outstanding by September 30, 2017. The Company has been unable to discharge the liability and has not been able to get further extension for the payment of the outstanding although it is actively engaged with IFCI Limited for obtaining the extension and/or non-reversal of the benefits of the OTS. In terms of the original arrangement, the benefits received under the one-time settlement were to be reversed. Although the management is hopeful of obtaining the extension and / or non-reversal of the benefits of the OTS, pending the acceptance by IFCI Limited we are unable to state whether the Company has to account for the reversal of benefits of Rs. 4,884.10 lacs in its financial statements. The company has however provided interest at the rate of 11.50% p.a. as per the agreement. The interest payable on the outstanding amount before reversal of the aforesaid benefit as on balance sheet date is 1320.38 lacs.
We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Companies Act, 2013. Our responsibilities under those Standards are further described in the Auditors Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the Standalone Financial Statements under the provisions of the Companies Act, 2013 and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our Qualified Opinion.
Material Uncertainty relating to Going Concern.
We invite attention to Note 28 of the Standalone Ind AS Financial Statements for the year ended March 31, 2019, wherein status of various SPV projects which are stressed due to delay in completion, cost overrun, liquidity crunch and have legal issues, arbitration proceedings or negotiations. The successful progress and completion depend on favourable decisions on outstanding litigations being received by the Management. We also invite attention to Note 31 of the Standalone Ind AS Financial Statements where the Company has stated that as of March 31, 2019 the Companys current liabilities exceeded current assets by Rs. 39,211.70 lacs. There is a continuing mismatch including defaults in payment of its financial obligations to its subsidiary Company. These conditions, along with the fact of the Auditors Report of some of the SPV carrying a separate paragraph on Material Uncertainty related to Going Concern referred to in Note 31 of the Standalone Ind AS Financial Statements, indicate the existence of Material Uncertainty which may impact the Companys ability to continue as a going concern. Our report is not qualified on this matter.
Further, without qualifying their opinion, the Auditors have emphasized the following matters:
a) Attention is invited to Note 28 (c) of the Statement, relating to slow progress of work for one of the road project at Madhya Pradesh. These delays have resulted in increase in project cost resulting in cost overrun in the project. The SPV has also received the cure period notice from MPRDC in terms of defaults under the Concession Agreement for delay, no-project work and maintenance work being carried out at site, and to clear the defaults against which the company has submitted their response. The credit facility of the SPV has been marked as NPA by the lenders. Total exposure of the Company is the SPV/Project is Rs. 74,578.94 lacs. The Management believes that the traffic initially assessed would be the same and would cover the exposure consequent to the cost overrun. We have relied on the management assertion on this matter. The management also believes that the project would achieve PCOD in a short time.
b) We invite attention to Note 28 (d) of the Standalone Ind AS Financial Statements, an annuity project of the Company where the SPV has accounted for the asset as a financial asset. The SPV will have cost overrun on account of issue beyond the scope of the SPV and attributable to the Grantor. This will not result in any changes in the Annuity from the grantor. However this amount would be treated separately as receivable from the Grantor based on certification of delay period attributable to the Grantor certified by the Independent Engineer. The SPV expects a sizeable claim on this amount and has obtained legal support for the validity of its claim from an Independent Expert on claim and litigation. The management contends that in view of the strong case it has on the claim matter as aforesaid there will be no impairment necessary towards the financial asset or towards the investment of the Company. The SPV has submitted a One-Time Settlement (OTS) proposal to the consortium of Lenders and the same is under consideration of the Lenders, except 2 (two) of the consortium lenders who have granted their approval for the proposal. These 2 (two) consortium lenders have assigned their share of debt to an Asset Reconstruction Company (ARC). The exposure of the Company in the SPV is Rs. 1,30,052.41 lacs including non-fund exposure. Pending conclusions no adjustments have been made in the financial statements.
c) We invite attention to Note 28 (e) of the Standalone Ind AS Financial Statements, regarding unilateral termination and closure of Concessions in a bridge project, which is subject to pending litigations/arbitrations at various forums, which may impact the carrying values of investments and loans and advances given to the subsidiary. The Companys exposure towards the said project (funded and non-funded) is Rs. 2389.34 lacs. Pending conclusion on these legal matters, no adjustments have been made in the financial statements.
d) We invite attention to Note 28(f) of the Standalone Ind AS Financial Statements, in relation to intention to exit one of the hydro power projects at Himachal Pradesh and seeking a claim of an amount against the amount spent on the project. The Companys subsidiary has cited reasons for non-continuance on account of reasons beyond its control. The subsidiary is negotiating with its client for an amicable settlement on beneficial terms and has also invoked arbitration. The SPV has received a letter from GoHP dated September 4, 2018 intimating that their office has begun the process for finalisation of the panel of Arbitrators and the nomination in this regard shall be intimated to the SPV shortly. The Companys exposure towards the said project includes investment and loans and advances of Rs. 7,126.01 lacs. Pending conclusion between the parties, no adjustments have been made in the financial statements.
e) We invite attention to Note no 28(g) of the Standalone Ind AS Financial Statements, relating to the Hydropower project in Sikkim. As detailed in the note there are various factors affecting the progress of the project. The management, as detailed in the note, is confident that it will be able to pursue the project viably and does not foresee any need for impairment. Considering the assertion of the management no adjustments have been made towards any possible impairment. The exposure of the Company in the SPV is Rs. 9,428.08 lacs.
f) We invite attention to Note no 30 of the Standalone Ind AS Financial Statements, wherein during the previous year, Western Coalfields Limited (WCF) had encashed Bank Guarantee amounting 1,514.01 lacs given in favour of Aparna Infraenergy India Private Limited (one of the SPVs sold to BIF India Holding Pte ltd on February 29, 2016). Subsequent to encashment Company has fled an application for converting earlier injunction application to suit for recovery of damages. The management is hopeful of getting favourable decision on the matter and recovery of damages based on legal advice on the matter. Pending the outcome, the Company has shown guarantee encashment amount as receivable from Western Coal Fields.
It is clarified that the above matters covered in the Auditors Report together with relevant notes in the Notes to Accounts are self-explanatory.
SECRETARIAL AUDIT REPORT
Pursuant to the provisions of section 204 of the Companies Act, 2013, and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Mr. Veeraraghavan N., Practicing Company Secretary (Certificate of Practice Number: 4334) was appointed to undertake the Secretarial Audit of the Company.
In terms of provisions of section 204 of the Companies Act, 2013, the Secretarial Audit Report has been annexed to this Board Report as Annexure IV.
Observations made by the Secretarial Auditor in their Report are self-explanatory and do not need further clarification.
PARTICULARS OF EMPLOYEES
Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed to this Report as Annexure V. In terms of the provisions of Section 197(12) of the Act read with sub-rules (2) and (3) of Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of employees drawing remuneration in excess of the limits set out in the said Rules are provided in the Report. However, having regard to the provisions of the second proviso to Section 136(1) of the Act, the details are excluded in the report sent to members. The required information is available for inspection at the registered office and the same shall be furnished on request.
INFORMATION UNDER THE SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Board has re-constituted Internal Complaints Committee under Section 4 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 with effect from February 14, 2019. During the Financial Year, no complaint was filed before the said Committee. Internal Complaints Committee comprises of Ms. Hilda Buthello, Ms. Poonam Sabnis, Mr. Naresh P Sasanwar and CA / CS Sunil Dedhia, Practicing Company Secretary as its members with Ms. Hilda Buthello as Chairperson of the Committee.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THE REPORT
There were no material changes and commitments after the closure of the year till the date of this report, which affect the financial position of the Company.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS/ COURTS / TRIBUNALS
No significant or material orders were passed by the Regulators or Courts or Tribunals which impacts the going concern status and Companys operations in future.
The Board wishes to place on record their appreciation for the support received by the Company from its shareholders and employees. The Directors also wish to acknowledge the co-operation and assistance received by the Company from its business partners, bankers, financial institutions and various Governments, Semi Government and Local Authorities.
|For and on behalf of the Board of, Gammon Infrastructure Projects Limited|
|Homai Daruwalla||Kishore Kumar Mohanty|
|Date: 31st August, 2019|