GTPL Hathway Ltd Directors Report.

Dear Members,

The Directors have pleasure in presenting the 13th Annual Report of the Company together with the Audited Financial Statements for the financial year ended on March 31, 2019.

FINANCIALRESULTS

The financial performance of the Company for the financial year ended on March 31, 2019 is summarised as below:

Standalone Consolidated
Year ended March 31, Year ended March 31,
2019 2018 2019 2018
Particulars Audited Audited Audited Audited
1. Income
a. Income from Operations 8,187.85 7,389.46 12,458.22 10,912.69
b. Other Income 239.66 168.00 433.32 220.85
Total Income 8,427.51 7,557.46 12,891.54 11,133.54
2. Expenses
a. Pay Channel Cost 3,805.06 3,258.82 5,137.66 4,406.06
b. Other Operational Expense 544.70 568.59 883.42 895.19
c. Employee Benefits Expense 569.04 508.97 1,471.13 1,261.24
d. Finance Cost 391.53 314.61 513.59 424.52
e. Depreciation, Amortisation and Impairment 1,252.12 1,094.59 2,019.18 1,710.74
f. Other Expenses 1,030.20 874.82 1,784.24 1,395.68
Total Expenses 7,592.65 6,620.40 11,809.22 10,093.43
3. Profit/(Loss) before Exceptional Items & Tax Expenses(1-2) 834.86 937.06 1,082.32 1,040.11
4. Exceptional Items 549.97 42.40 648.69 42.40
5. Share of Profit /(Loss) of Associates / Joint Ventures - - (1.14) (19.69)
6. Profit / (Loss) before Tax (3-4+5) 284.89 894.66 432.49 978.02
7. Tax expense 140.25 303.97 184.54 414.03
a. Current Tax 240.99 296.20 376.87 421.81
b. Deferred Tax (90.81) (225.03) (182.91) (240.58)
c. Previous Year Tax Adjustments (9.93) 232.80 (9.42) 232.80
8. Net Profit / (Loss) for the Period (6-7) 144.64 590.69 247.95 563.99
9. Other Comprehensive Income / (Loss)
a. Items that will not be reclassified to profit or loss: 1.18 (4.26) 3.95 4.84
b. Income tax relating to above (0.41) 1.45 (1.07) (1.65)
10. Total Other Comprehensive Income / (Loss) (after Tax) 0.77 (2.81) 2.88 3.19
11. Total Comprehensive Income / (Loss) (after Tax) (8+10) 145.41 587.88 250.83 567.18
12. Profit / (Loss) attributable to:
- Owners of the Company 188.81 610.96
- Non Controlling Interest 59.14 (46.97)
13. Other Comprehensive Income / (Loss) attributable to:
- Owners of the Company 2.60 3.19
- Non Controlling Interest 0.28 -
14. Total Comprehensive Income / (Loss) attributable to:
- Owners of the Company 191.41 614.15
- Non Controlling Interest 59.42 (46.97)
15. Earning Per Share - (basic and diluted) (in ) 1.29 5.42 1.68 5.61

There have been no material changes and commitments affecting the financial position of the Company between the end of the financial year and the date of this Report. There has been no change in the nature of business of the Company.

OPERATING RESULTS

During the year under review, the total revenue of the Company was 8,427.51 Million on standalone basis and 12,891.54 Million on consolidated basis as compared to the previous financial years revenue of 7,557.46 Million on standalone basis and 11,133.54 Million on consolidated basis respectively. The Profit after Tax (PAT) of the Company was 144.64 Million on standalone basis and 247.95 Million on consolidated basis as compared to the last financial years PAT was 590.69 Million on standalone basis and 563.99 Million on consolidated basis respectively.

DIVIDEND

The Directors are pleased to recommend a dividend of 1/- (Rupee One) (10%) per fully paid-up equity share of 10/- (Rupees Ten) each for the financial year ended on March 31, 2019, aggregating to 112.46 Million, subject to the approval of the members in the ensuing 13th Annual General Meeting ("AGM") of the Company. The aggregate distribution amount including tax on distributed profits works out to be 135.39 Million (previous year 135.37 Million).

The dividend payout is in accordance with Dividend Distribution Policy, voluntarily adopted by the Company. The said Policy is available on the website of the Company at www.gtpl.net.

The Register of Members and Share Transfer Books of the Company will remain closed from Friday, August 23, 2019 to Friday, August 30, 2019 (both days inclusive) for the purpose of the ensuing AGM and payment of dividend, if approved by the members.

TRANSFERT O RESERVES

During the year under review, the Company has not transferred any amount to reserves.

GENERALRE VIEW & STATE OF AFFAIRS

The Company is one of Indias leading regional Multi System Operator, offering cable television services and providing broadband services through its subsidiaries.

The Company is focusing on its two core business activities, Cable Television business and Internet Service business, by use of high-tech advance technology, quality services to the Customers and geographical expansion of business across India. During the year under review, the Company has also received work order from Gujarat Fibre Grid Network Limited under Digital India Initiative. This has opened a new era for the Company.

• Cable Television Business

The Company is one of the leading Digital Cable Service Provider in the Country with presence in 10 states and 500+ towns. The Company is no. 1 in state of Gujarat among Digital CATV Providers and has garnered ~ 67% Market share. It is ranked no. 2 CATV provider in the state of West Bengal with ~ 24% Market share and has significant presence in Maharashtra with 1.3 Million seeded Set Top boxes. The total seeded Set Top boxes stands at 9.5 Million and Active Paying Subs stands at 6.8 Million at March 2019.

In FY 18-19, the Company expanded its business in Mumbai market (Maharashtra) and in State of Telengana. The Company successfully implemented the New Tariff Order during Q4 FY 2018-19.

• Broadband Services

The Company carries broadband services mainly through GTPL Broadband Private Limited, wholly owned subsidiary ("GTPL Broadband"). GTPL Broadband is one of the largest private wireline broadband service providers in Gujarat offering high speed and unlimited data broadband to its customers using latest Gigabit Passive Optical Network - Fibre to the Home (GPON-FTTH) and Metro Ethernet Network. GTPL Broadband is offering most affordable pricing & services with the help of its strong and committed sales and service team.

During the FY 2018-19, our broadband business has further strengthened its leadership position by adding more than 45,000 customers supported by growth in sales numbers (1 Lakh+). In this disruptive market, our broadband business also offers a unique proposition of high speed broadband and digital cable solutions to its consumers under a single umbrella with a most competitive pricing and state of art technology. Our broadband business has further enhanced its operations outside Gujarat by entering new markets like Varanasi and plans to enter in Hyderabad soon.

• Bharatnet Phase II Project

The Company has been awarded Work Order for 1,246 Crores for implementation of BharatNet Phase II project in Gujarat (Package B, Saurashtra), by Gujarat Fibre Grid Network Limited (GFGNL) under Digital India Initiative. The work order value comprise of 1,073 Crores for CAPEX and balance amount is for O&M for period of 3 years. Polycab India Limited is consortium partner for this project. The project is based on EPC (Engineering, Procurement & Construction). Under this project, the Company will connect 3,767 GPs (Gram Panchayats) in 10 Districts by implementing end-to-end Optic Fibre Cable and digital infrastructure at Centralised network operations centre of Gandhinagar. The Company has mobilised all necessary resources for the project and commenced implementation of the same.

The detailed operational performance of the Company has been comprehensively discussed in the Management Discussion and Analysis Report which forms part of this Report.

NEW TARIFF ORDER

The new regulations and tariff order of the Telecom Regulatory Authority of India (TRAI) came into force w.e.f. February 1, 2019 for channel broadcasters, DTH and cable TV operators. The TRAI framework intends to usher in transparency and uniformity, and will afford far greater freedom of choice to viewers, as it allows consumers to select and pay only for the channels they wish to view, and requires TV broadcasters to disclose the maximum retail price of each channel and that of bouquets.

New tariff order:

• links content costs to Subscription & Consumer choice;

• ensures minimum return on capital;

• increases dependence on Systems & Processes;

• favours organised entities; and

• increases transparency and adherence to compliance.

All these factors will result in positive and encouraging impact on operations of the Company and it will help the Company to establish a positive rapport with Companys B2B and B2C subscriber base.

SHARE CAPITAL

During the year under review, there was no change in Authorised, Issued, Subscribed and Paid-up Share Capital of the Company. The Company has not issued any equity shares with differential rights during the year.

UPDATE ON OPEN OFFER

Pursuant to a preferential issue made by Hathway Cable and Datacom Limited ("HCDL"), Jio Content Distribution Holdings

Private Limited, Jio Internet Distribution Holdings Private Limited and Jio Cable and Broadband Holdings Private Limited (collectively "Acquirers") acquired 51.34% of the post preferential issue paid-up equity share capital of HCDL. Pursuant to such acquisition, the Acquirers acquired sole control of HCDL and the Acquirers and Reliance Industries Limited, Digital Media Distribution Trust, Reliance Content Distribution Limited and Reliance Industrial Investments and Holdings Limited ("PACs") became part of the promoter and promoter group of HCDL.

The aforesaid allotment made by HCDL, one of the promoters of the Company, resulted in indirect acquisition by the Acquirers and the PACs of shares / voting rights over 37.32% of paid-up equity share capital of the Company held by HCDL. Accordingly, the Acquirers and the PACs made an Open Offer for acquisition of up to 2,88,40,891 (25.64%) fully paid-up equity shares of face value of 10/- each from the Public Shareholders at a price of 82.65/- per equity share pursuant to and in compliance with Regulations 3(1), 4, 5(1) and 5(2) of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. The tendering period commenced on February 8, 2019 and closed on February 22, 2019. 50,37,834 (4.48%) equity shares were tendered in the said open offer, which were acquired by Jio Content Distribution Holdings Private Limited. As a result of this acquisition, shareholding of promoter and promoter group increased from 8,36,22,147 (74.36%) equity shares to 8,86,59,981 (78.83%) equity shares.

CREDITR ATING

CRISIL has given the credit rating of CRISIL A- for long term and CRISIL A2+ for short term financial facilities of the Company, both indicates Rating Watch with Positive Implications. India Ratings & Research has placed Companys Long-Term Issuer rating of ‘IND- A– ‘ on Rating Watch Positive (Outlook: Stable) and Short-Term Issuer rating of ‘IND- A1 on Rating Watch Positive.

CONSOLIDATED FINANCIAL STATEMENT

In accordance with the provisions of the Companies Act, 2013 ("the Act") and applicable Accounting Standards, the audited consolidated financial statement is provided in the Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis covering matters on industry structure and developments, outlook, risks, internal control systems and their adequacy among others is annexed to this Report as Annexure - 1.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company has 41 subsidiaries including 2 step down subsidiaries as on March 31, 2019. No Company has become/ ceased to be a subsidiary / joint venture/ associate during the financial year 2018-19. There has been no material change in the nature of the business of the subsidiaries.

A separate statement containing the salient features of the financial statements of the subsidiary / associate / joint venture companies in Form AOC-1, as per Section 129(3) of the Act, is annexed to this Report as Annexure – 2.

The audited financial statements including the consolidated financial statement of the Company and all other documents required to be attached thereto is put on the Companys website and may be accessed at www.gtpl.net. The financial statement of each of the subsidiaries is put on the Companys website. These documents will also be available for inspection on all working days during business hours upto the date of the ensuing 13th Annual General Meeting at the registered office of the Company.

Pursuant to Section 134 of the Act read with Rule 8(1) of the Companies (Accounts) Rules, 2014, the details on highlights of performance of subsidiaries, associates and joint venture companies are stated as under:

• GTPL Kolkata Cable & Broad Band Pariseva Limited

GTPL Kolkata Cable & Broad Band Pariseva Limited ("KCBPL"), registered at Kolkata, West Bengal, is engaged in distribution of television channels through digital cable distribution network. KCBPLs total revenue for financial year 2018-19 was 2,063.36 Million. Its Profit after tax stood at 153.35 Million. KCBPLs subsidiary GTPL KCBPL Broad Band Private Limited is engaged in the business of Broadband Service Provider.

• GTPL Broadband Private Limited

GTPL Broadband Private Limited, registered at Ahmedabad, Gujarat, is engaged in the business of Internet Service Provider. Total revenue for financial year 2018-19 was 1,496.26 Million. Its Profit after tax stood at 20.83 Million.

• DL GTPL Cabnet Private Limited

DL GTPL Cabnet Private Limited ("DL GTPL Cabnet"), registered at Surat, Gujarat, is engaged in distribution of television channels through digital cable distribution network. Total revenue for financial year 2018-19 was 512.80 Million and Profit after tax stood at 41.62 Million. DL GTPL Broadband Private Limited, subsidiary of DL GTPL Cabnet is engaged into the business of Internet Service Provider.

• Other Subsidiaries, Associates and Joint Ventures

Other subsidiaries, associates and joint ventures of the Company are engaged in distribution of television channels through digital cable distribution network or engaged in the business of Broadband Service Provider.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of Loans, Guarantees and Investments by the Company under the provisions of Section 186 of the Act, during the year, are provided in Note No. 3, 7, 11, 35, 41A and 41B to the Standalone Financial Statement.

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All related party transactions entered into during the financial year under review were on arms length basis and in the ordinary course of business. The Company had not entered into any transactions with related parties which could be considered material in terms of Section 188 of the Act and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations").

The policy on Related Party Transactions as approved by the Board may be accessed on the Companys website at http://www.gtpl.net/sites/default/files/Related%20Party%20 transaction%20Policy.pdf.

PUBLIC DEPOSITS

During the year under review, the Company has not accepted any fixed deposits from the public falling under Section 73 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGISTRARS / COURTS / TRIBUNALS

There were no significant and material orders passed by regulators or court or tribunals impacting or influencing the Companys going concern status and/or its future operations.

DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Company has a robust and comprehensive Internal Financial Control system in place which commensurate with the size of the Company and nature of its business. The Board has adopted such policies and procedures which ensure the orderly and efficient conduct of its business, including adherence to the Companys policies, safeguarding of its assets, timely prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and timely preparation of reliable financial information. The Company is under the process of strengthening the documentation of identification risk & controls to make it commensurate with the size of the Company and nature of its business.

The Audit Committee has appointed Internal Auditors who periodically audit the adequacy and effectiveness of the internal financial controls laid down by the management and suggest improvements to strengthen the controls. Significant audit observations and corrective action(s) thereon are presented to the Audit Committee. The Audit Committee reviews the reports submitted by the Internal Auditors at every quarterly meetings. Further, the management regularly reviews the present controls for any possible changes and takes appropriate actions as and when required.

RISK MANAGEMENT

Risk Management is the process of identification, assessment, and prioritisation of risks followed by coordinated efforts to minimise, monitor and mitigate/control the probability and / or impact of unfortunate events or to maximise the realisation of opportunities. The Audit Committee reviews the risks faced by the Company and formulates risk management and mitigation procedures from time to time, which are also reviewed to ensure that executive management controls risk through means of a properly defined framework. The major risks have been identified by the Company and its mitigation process/measures have been formulated in the areas such as business, customer service, market, litigation, logistics, project execution, financial, human resources, environment and statutory compliance.

CORPORATE SOCIALRE SPONSIBILITY

The Company has constituted a Corporate Social Responsibility Committee and has framed a Policy. The Composition and other details of the Corporate Social Responsibility Committee is included in the Corporate Governance Report, which forms part of the Boards Report. The Report on the Corporate Social Responsibility activities of the Company pursuant to

Section 135 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed as Annexure - 3. The policy is placed on the Companys website i.e. www.gtpl.net.

CONSERVATION OF ENERGY, RESEARCH & DEVELOPMENT, TECHNOLOGY ABSORPTIONS AND FOREIGNE XCHANGEEARNINGS AND OUTGO

Information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014, is set out as under:

• Conservation of Energy:

The Company is not an energy intensive unit. However, continuous endeavors are taken to reduce energy consumption at various offices like use of LED lights, by using energy-efficient computers and by purchasing energy efficient equipments. We purchase computers, laptops, air conditioners etc. that meet environmental standards.

• Technology absorption:

The Company is taking appropriate measures to absorb technology in its areas of operations. No expenditure was incurred on Research and Development and no technology was imported during financial year under review.

• Foreign Exchange Earnings and Outgo:

Particulars 2018-19 2017-18
Foreign Exchange Earned - -
Foreign Exchange Outgo 1,602.23 45.17

DIRECTORS AND KEY MANAGERIALPERSONNEL

• Directors

In accordance with the provisions of the Act and the Articles of Association of the Company, Mr Ajay Singh (DIN: 06899567) retires by rotation at the ensuing AGM and being eligible, offers himself for re-appointment.

The Board has, subject to the approval of the Members in the ensuing AGM, on the recommendation of Nomination and Remuneration Committee approved the re-appointment of Mr. Anirudhsinh Jadeja (DIN: 00461390) as Managing Director for a period of three years with effect from December 8, 2019, post completion of his present term on December 07, 2019. Appropriate resolution to this effect is being proposed at the ensuing AGM. Terms and conditions of his re-appointment including remuneration are contained in the Explanatory Statement forming part of the notice of the ensuing AGM.

The disclosures required pursuant to Regulation 36(3) of the SEBI Listing Regulations and Secretarial Standard 2 are given in the Notice of AGM forming part of the Annual Report.

Pursuant to provisions of Section 149 of the Act, Mr. Bharat B. Chovatia, Mr. Falgun Shah, Ms. Parul Oza and Mr. Kunal Chandra are Independent Directors of the Company. They have submitted a declaration that each of them meet the criteria of independence as provided in Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations. There has been no change in the circumstances affecting their status as Independent Directors during the year.

• Key Managerial Personnel

During the year under review, the Board of Directors appointed Mr. Viren Thakker as the Chief Financial Officer of the Company w.e.f. July 2, 2018 and Mr. Hardik Sanghvi as the Company Secretary & Compliance officer w.e.f. August 10, 2018. Mr. Jayanta Kumar Pani and Mr. Tarun Kumar ceased to be Chief Financial Officer and Company Secretary & Compliance Officer respectively w.e.f. closure of business hours on June 30, 2018.

Pursuant to the provisions of Section 203 of Act, the Key Managerial Personnel of the Company as on March 31, 2019 were: Mr. Anirudhsinh Jadeja, Managing Director, Mr. Amit Shah, Whole-time Director, Mr. Viren Thakkar, Chief Financial Officer and Mr. Hardik Sanghvi, Company Secretary.

NUMBER OF MEETINGS OF THE BOARD

The Board of Directors met 7 (seven) times during the year under review. The details of board meetings and the attendance of the Directors are provided in the Corporate Governance Report which forms part of this Report.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) of the Act, the Directors confirm that: a. In the preparation of the Annual Accounts for the financial year ended March 31, 2019, the applicable accounting standards have been followed along with proper explanation relating to material departures; b. Appropriate accounting policies have been selected and applied them consistently and made judgement 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 profit of the

Company for the year under review;

c. Proper and sufficient care had taken for the maintenance of adequate accounting records for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. The Annual Accounts prepared on a ‘going concern basis;

e. The Board of directors had laid down internal financial controls to be followed by the Company and that such internal finance controls are adequate and were operating effectively; and

f. Proper systems devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, a statement showing the names of Top 10 employees in terms of remuneration drawn and the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules forms part of this Report. Disclosures relating 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, as amended forms part of this Report.

Having regard to the provisions of the second proviso to Section 136(1) of the Act, the Report and Accounts excluding the aforesaid information are being sent to the members. The said information is available for inspection on all working days, during business hours, at the Registered Office of the Company. Any member interested in obtaining a copy of the same may write to the Company Secretary and the same will be furnished on request.

PERFORMANCEE VALUATION

Pursuant to the provisions of the Act and SEBI Listing Regulations, the Directors have carried out annual performance evaluation of Board, Independent Directors, Non-Executive Directors, Executive Directors, Chairman and Committees of the Board.

This exercise was carried out through structured evaluation process covering various aspects of the Board such as composition of the Board/ Committees, experience, competencies, performance of specific duties etc. Separate exercise was carried out to evaluate the performance of individual directors including the Chairman who were evaluated on the parameters such as attendance, contribution at the meeting, independent judgment etc. and was found to be satisfactory.

AUDIT COMMITTEE

The Audit Committee comprises of four Independent Directors namely Mr. Falgun Shah (Chairman), Mr. Bharat B. Chovatia, Ms. Parul Oza and Mr. Kunal Chandra and the other members of the Committee are Mr. Ajay Singh and Mr. Amit Shah. During the year, all recommendations made by the Audit Committee were accepted by the Board of Directors.

OTHER COMMITTEES

Details of various committees constituted by the Board of Directors as per the provisions of the Act and the SEBI Listing Regulations are given in the Corporate Governance Report which forms part of this Report.

STATUTORY AUDITORS AND THEIRREPORT

M/s. Khimji Kunverji & Co., Chartered Accountants were appointed as the Statutory Auditors of the Company for a period of 5 (five) consecutive years, at the Annual General Meeting held on September 25, 2017. They have confirmed that they are not disqualified from continuing as Statutory Auditors of the Company.

The Board has duly reviewed the Statutory Auditors Report on the Accounts. There were no qualifications, reservations or adverse remarks or disclaimer made by the Statutory Auditors in their Report. The observations and comments, if any, appearing in the Auditors Report are self-explanatory and do not call for any further explanation / clarification by the Board of Directors.

SECRETARIAL AUDITORS AND THEIRREP ORT

The Board had appointed M/s. Samdani Shah & Kabra, Company Secretaries, as Secretarial Auditors to conduct the Secretarial Audit for the FY 2018-19. The Secretarial Audit Report for the financial year ended March 31, 2019 is annexed to this Report as Annexure – 4. The said Audit Report does not contain any qualification, reservation, adverse remark or disclaimer.

COST AUDITOR AND THEIRREP ORT

The Board has appointed M/s. Rajendra Patel & Associates, Cost Accountant as the Cost Auditor to conduct audit of cost records of the Company for the year ended March 31, 2020. The Cost Audit Report for the year 2017-18 was filed before the due date with the Ministry of Corporate Affairs.

CORPORATE GOVERNANCE

The Company is in compliance with the Corporate Governance requirements mentioned under SEBI Listing Regulations and applicable provisions of the Act. In terms of Schedule V of the Listing Regulations, a detailed report on Corporate Governance with Practicing Company Secretaries Report thereon is attached to this Report as Annexure - 5.

COMPLIANCE WITH CODE OF CONDUCT AND OTHER POLICIES ADOPTED BY THE COMPANY

(a) Code of Conduct for Directors, Key Managerial Personnel and Senior Management

The Company has formulated and adopted the Code of Conduct for Directors, Key Managerial Personnel and Senior Management ("Code of Conduct") as per the provisions of the SEBI Listing Regulations and the Act.

(b) Risk Management Policy

The Company has framed a Risk Management Policy to identify and assess the key risk areas and monitor the same. The Board periodically reviews the risks and suggests steps to be taken to control the risks. The assets of the Company are adequately insured against the loss of fire, riot, earthquake, terrorism, and other risks which were considered necessary by the Management. The Management attempts to minimise, as far as possible, the adverse impact of risks and fine tunes each Businesss competitive advantages. The Risk Management Policy of the Company is available on the website of the Company at www.gtpl.net.

(c) Nomination And Remuneration Policy

The Companys Nomination and Remuneration Policy is in conformity with the requirements of Section 178(3) of the Act and SEBI Listing Regulations which is available on the website and annexed as Annexure – 6, forming part of this Report.

(d) Vigil Mechanism

A fair and transparent work culture has been core to the Company. To meet this objective, the Company had laid down the Vigil Mechanism Policy, which gets reviewed by the Audit Committee in its meetings from time to time. This Policy is available on the Companys website at www.gtpl.net.

(e) Insider Trading Regulations Policy and other policies

The Company has in place a "Code of Internal Procedures and Conduct for Regulating, Monitoring and Reporting of trading by insiders" and a "Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information" as amended from time to time (hereinafter collectively referred as "Code") to preserve the confidentiality of Unpublished Price Sensitive Information and to prevent misuse of such information by the Insiders i.e. Designated person and Connected Person of the Company.

The said Code and other policies formulated and adopted by the Company are available on the website of the Company at www.gtpl.net.

ANNUALRETURN

Pursuant to Section 134(3)(a) and Section 92(3) of the Act, the Extract Annual Return of the Company has been placed on the website of the Company which can be accessed at https:// www.gtpl.net/annual-report and copy of Annual Return for the financial year ended March 31, 2019 will be placed on the Companys website at https://www.gtpl.net/annual-report upon filing.

SECRETARIAL STANDARDS

The applicable Secretarial Standards, i.e. SS 1 and SS 2, relating to ‘Meetings of Board of Directors and ‘General Meetings respectively as amended from time to time, issued by the Institute of Company Secretaries of India, have been duly complied by the Company.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

The Company has in place the procedure for making complaint and redressal under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("POSH Act"). The Company has also complied with provisions relating to the constitution of Internal Complaints Committee under the POSH Act.

During the year under review, no case was received pursuant to the POSH Act.

HEALTH, SAFETY AND ENVIRONMENT

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

HUMANRE SOURCES

"Growing with People" is one of the Companys key business priorities and the Company firmly believes that GTPLs success is embedded in its culture of trust, ownership, empowerment and sense of belongingness. HR Agenda is firmly linked with the business strategy and GTPL One Team collectively strives for building a customer-centric and people-sensitive organisation. In recent times, the Company has taken steps for building a talent pool – manager and leaders - for meeting the challenges, current and future, of the competitive and mutating market place. Management strongly believes and practices "Open Door" policy for addressing concerns of GTPL One Team members. The Company aims to provide seamless employee experiences by embracing digital culture in a gradual manner.

ACKNOWLEDGEMENT

The Directors acknowledge the support received by the Company from various Government and Regulatory Authorities and Stock Exchanges, Banks, Customers, Business Associates and Suppliers/Vendors. The Board also expresses its appreciation for the understanding and support extended by the members and the commitment shown by the employees of the Company. The Directors look forward to your continued support in future.

For & on behalf of the Board of Directors
Rajan Gupta Anirudhsinh Jadeja
Date: April 12, 2019 Chairman Managing Director
Place: Ahmedabad DIN: 07603128 DIN: 00461390