The Directors have pleasure in presenting their 90th Annual Report
together with the Audited Accounts of the Company for the year ended
31st March, 2012.
1. FINANCIAL PERFORMANCE & OPERATIONS:
(Rs.in Crore)
Standalone Consolidated
Particulars 2011-2012 2010-2011* 2011-2012 2010-2011*
Profit before Other
Income, Depreciation & 459.77 220.94 689.13 406.95
Interest
Add:
Other Income 157.22 280.82 180.86 557.74
Less:
Depreciation 101.99 91.71 242.96 241.23
Interest 363.42 233.65 652.83 459.31
Profit before Tax 151.58 176.40 (25.80) 264.15
Less:
Provision for Taxation 64.54 57.95 95.52 150.10
Profit after Taxation 87.04 118.45 (121.32) 114.05
Transferred to Minority
Interest Nil Nil (16.18) (4.03)
Profit for the year 87.04 118.45 (105.14) 110.02
Add:
Profit brought forward
from the previous year 341.67 273.36 64.37 40.94
Available for
Appropriation 428.71 391.81 (40.77) 150.96
Appropriations:
Transfer to General
Reserve 10.00 12.00 19.06 32.21
Transfer to Debenture
Redemption Reserve 47.43 45.50 47.43 45.50
Transfer from Debenture
Redemption Reserve Nil (19.15) Nil (19.16)
Dividend from Own Shares (0.23) (0.58) (0.23) (0.58)
Transfer to Capital Reserve Nil Nil 0.28 0.99
Transfer to Foreign
Currency Translation
Reserve Nil Nil 56.46 6.06
Adjustments to Minority
Interest Nil Nil 0.58 3.42
Dividend (Proposed)
Equity Shares 2.73 10.63 2.73 10.63
Tax on Dividend 0.44 1.74 7.73 7.52
Other Adjustments Nil Nil (1.01) Nil
Balance carried to
Balance Sheet 368.34 341.67 (173.80) 64.37
*Figures for the previous period have been regrouped.
The year under review was a difficult period for the construction
industry and for the Company. With fewer projects to bid for the order
booking was sluggish. Competition continued to be intense due to low
entry barriers resulting in smaller players underquoting to capture the
projects. Further government inaction, delays in awarding projects,
delays in clearances by various government agencies, bureaucratic
apathy, rising inflation leading to an increase in prices of major
construction raw materials such as steel, cement, bitumen leading to
price escalation in contracts, squeeze on liquidity caused by higher
interest costs, leading to delay in projects and delay in timely
recoveries from clients all had a dampening effect on the overall
performance of the Company. The impact led to pressures on the working
capital and resulted in higher debt.
The Turnover of the Company on a Standalone basis stood at Rs. 5533 crore
for the year ended 31st March, 2012 (Rs. 5558 crore previous year).
Operating Profit (PBDIT) amounted to Rs. 460 Crore (Rs. 221 Crore previous
year). After providing Rs. 102 Crore (Rs. 92 Crore for the previous year)
towards depreciation and Rs. 65 Crore (Rs. 58 crore previous year) towards
tax for current and deffered taxation, the net profit amounted to Rs. 87
Crore (Rs. 118 Crore previous year). The annualized percentage decrease
in turnover over previous year amounted to 0.04%. The order book
position of your Company as on 31st March, 2012 stood at Rs. 15078 Crore.
On a consolidated basis the turnover of the Gammon group stood at Rs.
8038 crore for the year ended 31st March, 2012. The annualized
percentage decrease in turnover over previous year amounted to 8%. The
group made a Loss of Rs. 105.14 crores for the year ended 31st March,
2012 as compared to a Profit of Rs. 110.02 crore in the previous year.
This was mainly on account of increase in interest costs due to higher
borrowings.
The recessionary trends in the infrastructure sector continues in the
current financial year 2012-13. The Company has posted a Loss of Rs.
19.61 crore during the first quarter ended 30th June, 2012 . The
Company has taken several critical steps for improving its funds flow,
including strong austerity measures across the Company, the effects of
which will be seen in the current financial year.
A review of the performance of various business sectors has been given
in detail in the Management, Discussion & Analysis Report which forms
part of the Annual Report.
2. DIVIDEND:
The Board of Directors at its meeting held on 14th August, 2012 has,
subject to the Shareholder''s approval, recommended a final dividend
of Rs. 0.20 paise (10%) per share of face value of Rs. 2/- each for the
year 31st March, 2012 on the equity shares. The dividend payout for the
year under review is Rs. 2.73 Crores.Dividend Distribution Tax aggregates
to Rs. 0.44 Crores.
3. DEPOSITORY SYSTEM:
The Company''s equity shares are compulsorily tradeable in electronic
form. As of 31st March, 2012, 93.01% of the Company''s total paid-up
capital representing 126,959,750 equity shares is in dematerialized
form. In view of the benefits offered by the depository system, members
holding shares in physical mode are advised to avail the demat
facility.
4. FINANCE:
During the year under review the Company did not raise any funds from
the capital markets either by way of issue of equity/ADR/GDR The
Company has obtained financial assistance from its consortium bankers
to meet its short term working capital requirements.
During the year under review the Company did not raise any debt by way
of issue of Secured Non-Convertible Debentures. The Company redeemed
debentures aggregating to Rs. 50 Crores. The total amount of outstanding
Non-Convertible Debentures as on date is Rs. 324 Crores.
CARE has assigned the following ratings:
Facilities Amount (Rs. in Ratings
Crores)
Long Term Bank Facilities 1,100 CARE A
Long / Short Term Bank Facilities 10,400 CARE A / CARE A1
Non-Convertible Debentures 500 CARE A
CP / STD* 900 CARE A1
CP / STD 100 CARE A1
*Carved out of working capital limits.
In the first quarter of this year, a policy change announced by the
Finance Ministry, has put severe restrictions on financing of unsecured
short term loans, which are a major source of funding for
infrastructure companies, in general. Pending regularization through
securitization of these loans, the cash flows have been squeezed, with
consequent impact on turnover and profitability. Your Company has taken
steps to address this issue with its consortium of banks and hopes for
an early solution.
5. PUBLIC DEPOSITS:
Your Company did not invite or accept deposits from public during the
year under review. 35 deposits (pertaining to previous year)
aggregating to Rs. 570,000/- remained unclaimed as on 31st March, 2012.
Of the above, 1 deposit amounting to Rs. 15,000/- has since been claimed
and paid.
6. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND:
During the year under review, the Company has transferred Fixed
Deposits amounting to Rs. 70,000/- and Dividend (for the year 2003-04)
amounting to Rs. 191,170/- to Investor Education and Protection Fund
(IEPF), which was due and payable and remained unclaimed and unpaid for
a period of seven years, as provided in Section 205C(2), of the
Companies Act, 1956.
Unclaimed Dividend for the period ended 31st December, 2004 is due for
transfer to IEPF on 1st September, 2012.
7. EMPLOYEE STOCK OPTION SCHEME:
The erstwhile Associated Transrail Structures Limited (ATSL) had
introduced an Employee Stock Option Scheme for the benefit of its
employees. Pursuant to the amalgamation of ATSL with the Company,
effective from 7th July 2009, the said scheme has been taken over by
the Company. Details of the stock options granted under the Employee
Stock Option Scheme-2007 of erstwhile ATSL are disclosed in compliance
with Clause 12 of the Securities and Exchange Board of India (Employee
Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines,
1999 and set out in Annexure ''A'' of this Report.
8. SUBSIDIARY COMPANIES:
In addition to the subsidiaries as reported in the previous year the
following companies were further incorporated/ acquired as
subsidiaries/step down subsidiaries during the year under review:
1. Patna Buxar Highways Limited
2. Vijayawada Gundugolanu Road Project Private Limited
3. Aparna Infraenergy India Private Limited
4. Haryana Biomass Power Limited
During the year under review, the name of Satyavedu Infra Company
Private Limited (Company''s step down subsidiary) was first changed to
Chitoor Infrastructure Projects Private Limited Ltd. and then changed
to Earthlink Infrastructure Projects Private Limited. The name of Tada
Sez Private Ltd. was first changed to Tada Infrastructure Projects
Private Ltd. and then changed to Segue Infrastructure Projects Private
Ltd.
During the current financial year, your Company incorporated the
following subsidiaries:
1. Patna Water Supply Distribution Network Private Limited
2. Birmitrapur Barkote Highway Private Limited
3. Yamunanagar Panchkula Highway Private Limited
4. Sidhi Singrauli Road Project Limited
The Ministry of Corporate Affairs, Government of India has, vide
General Circular No. 2/2011 dated 8th February 2011 read together with
General Circular No. 3/2011 dated 21st February 2011, granted exemption
under Section 212(8) of the Companies Act, 1956, for not attaching
Annual Report of subsidiary companies, subject to fulfillment of
certain conditions by the holding company. As stated in the said
circulars, copies of the Balance Sheet, Profit & Loss Account, Report
of the Board of Directors and Auditors'' Report of the subsidiary
companies for the year ended 31st March, 2012 have not been attached to
the Company''s accounts for the year ended 31st March, 2012 as the
Company has fulfilled the following conditions:
(i) The Board of Directors, vide its resolution dated 23rd August 2012,
accorded its consent for not attaching the balance sheet of the
subsidiaries;
(ii) The Company has presented in the Annual Report, the consolidated
financial statements of the Company and all its subsidiaries duly
audited by its statutory auditors;
(iii) The consolidated financial statements have been prepared in
strict compliance with the applicable Accounting Standards and, where
applicable, the Listing Agreement as prescribed by the Securities and
Exchange Board of India;
(iv) The Company has disclosed in the consolidated balance sheet the
following information in aggregate for each subsidiary including
subsidiaries of subsidiaries:- (a) capital (b)reserves (c) total assets
(d) total liabilities (e) details of investment (except in case
Of investment in the subsidiaries) (f) turnover (g) profit before
taxation
(h) provision for taxation (i) profit after taxation (j) proposed
dividend;
(v) The annual accounts of the subsidiary companies and the related
detailed information shall be made available to shareholders of the
Company and subsidiary companies seeking such information at any point
of time. The annual accounts of the subsidiary companies shall also be
kept for inspection by any shareholders in the head office of the
Company and of the subsidiary companies concerned and a note to the
above effect has been included in the Annual Report of the Company. The
Company shall furnish a hard copy of details of accounts of
subsidiaries to any shareholder on demand;
(vi) The Company as well as its subsidiary companies in question shall
regularly file such data to the various regulatory and Government
authorities as may be required by them;
(vii) The Company has given Indian rupee equivalent of the figures
given in foreign currency appearing in the accounts of the subsidiary
companies along with exchange rate as on closing day of the financial
year;
The Financial Statements of the subsidiary companies are available for
inspection by the shareholders at the registered office of the Company.
Shareholders who wish to have a copy of the accounts of the
subsidiaries will be provided the same on receipt of written request
from them.
9. DIRECTORS'' COMMENTS
With reference to the Auditors'' qualification in point no. 5 of their
report dated 14th August, 2012 on the Standalone Financial Statements
for the year ended 31st March, 2012 read together with their
qualification in point no. 8(b) of their Report dated 23rd August, 2012
on the Consolidated Financial Statements for the year ended 31st March,
2012 with respect to certain contingent liabilities amounting to OR
615637 (Rs. 8.26 Crore) of the Company''s Joint Venture in Oman, the
Board would like to inform the members that the Joint venture has
appealed in the higher court and based on legal advice obtained your
management is confident that the contingent liability would not result
in an obligation to the Company.
With reference to the Auditors'' observation in point no. 3(c) of
their report dated 14th August, 2012 on the Standalone Financial
Statements for the year ended 31st March, 2012 and point no. 9 (c) of
their Report dated 23rd August, 2012 on the Consolidated Financial
Statements for the year ended 31stMarch, 2012 relating to excess
managerial remuneration paid, the Directors would like to inform the
members that remuneration paid to the aforementioned Directors during
the Financial Year 2011-2012, though approved by the Shareholders, has
exceeded the limits as prescribed under Section 198 and 309 read with
Schedule XIII of the Companies Act, 1956 for that year and the Company
is seeking Shareholders'' approval and the approval of the Central
Government for payment of the remuneration to the Directors as
Minimum Remuneration for the Year 2011-2012.
With reference to the Auditors'' qualification in point no. 8(a) of
their Report dated 23rd August, 2012 on the Consolidated Financial
Statements for the year ended 31st March, 2012 with respect to the
extent of recoverability of receivables in Dubai from the debtors
including retention aggregating to AED 37.30 millions i.e. Rs. 52.63
crore, the Board would like to inform the members that the management
is of the opinion that the amount is contractually recoverable and the
component company is in negotiations with the client and hence no
provision is made towards the same.
With reference to the Auditor''s observations in point no. xxi of the
annexure to their Audit Report dated 14th August 2012, your Board would
like to inform the members that during internal investigations by the
management instances of malafide conduct by certain employees were
observed at two sites by the company. The management has lodged an FIR
on some counts and is in the process of filing FIR on other counts. The
total quantum of amount attributable to malafide conduct is yet to be
determined and finalised and will crystallise on completion of
investigation jointly with the Authorities. The Management does not
expect any impact on the financials as all possible losses attributable
to the matter have already been booked and appropriate intimation
towards fidelity insurance have been given to the Insurance Company.
Further necessary steps have been initiated and all systems, processes
and procedures at the sites are being reviewed and modified to
strengthen them as well as additional approval levels at various stages
of operations have been implemented so as to avoid the recurrence of
such instances in the future.
10. AUDITORS:
M/s. Natvarlal Vepari & Co., Chartered Accountants, Firm Registration
no. 106971W, Statutory Auditors of the Company retire at the ensuing
Annual General Meeting and are eligible for re-appointment. A
certificate to the effect that their appointment, if made, will be
within the prescribed limits u/s 224(1B) of the Companies Act, 1956 has
been obtained from them
The Board on the recommendation of the Audit Committee, recommends the
re-appointment of M/s. Natvarlal Vepari & Co., Chartered Accountants,
Firm Registration no. 106971W as the Statutory Auditors of the Company
and also as the Branch Auditors, Oman Branch and any other branch for
the year 2012-13, subject to approval by the Shareholders.
The Board also on the recommendation of the Audit Committee, recommends
the re-appointment of M/s. Vinod Modi & Associates, Chartered
Accountants, Firm Registration no. 111515W and M/s. M. G. Shah &
Associates, Chartered Accountants, Firm Registration no. 112561W, as
the Joint Branch Auditors of ''Gammon India Limited - Transmission&
Distribution Business Headquarters, Nagpur'' subject to approval by
the Shareholders.
11. REPORT ON CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND
ANALYSIS:
Report on Corporate Governance and Management Discussion and Analysis
Report for the year under review, together with a Certificate from the
Auditors of the Company regarding compliance of the conditions of
Corporate Governance,as stipulated under Clause 49 of the Listing
Agreement forms part of the Annual Report.
12. CONSOLIDATED FINANCIAL STATEMENTS:
Your Directors have pleasure in attaching the Consolidated Financial
Statements pursuant to Clause 32 of the Listing Agreement entered into
with the Stock Exchanges and prepared in accordance with the Accounting
Standards prescribed by the Institute of Chartered Accountants of
India, in this regard.
13. DIRECTORS:
Mr. Rohit Modi resigned as the Deputy Managing Director of the Company
with effect from 31st May, 2012 and also ceased to be a member of the
Board of Directors. The Board places on record its sincere appreciation
for the valuable contributions made by Mr. Rohit Modi during his tenure
as the Deputy Managing Director of the Company.
Mr. Rajul A. Bhansali, Executive Director - International Operations,
whose term ended on 29th March, 2012, was re-appointed as a Whole-time
Director of the Company designated as Executive Director -
International Operations for a term of 3 (three) years with effect from
30th March, 2012. The shareholders have, by way of Postal Ballot, the
results of which were declared on 24th April 2012, approved the
aforesaid re-appointment.
Mr. D. C. Bagde - Executive Director, whose term ended on 8th July,
2012, was re-appointed as a Whole-time Director of the Company
designated as Deputy Managing Director - Transmission & Distribution
Business for a term of five (5) years with effect from 9th July, 2012.
The Company has sought the shareholders'' approval for the aforesaid
re-appointment by way of Postal Ballot, the results of which will be
declared on 29th August, 2012.
Pursuant to the provisions of Section 256 of the Companies Act, 1956
and the Articles of Association of the Company, Mr. Atul Dayal and Ms.
Urvashi Saxena retire by rotation at the ensuing Annual General Meeting
and being eligible, offer themselves for re-appointment. Brief profiles
of the proposed appointees together with other disclosures in terms of
Clause 49 of the Listing Agreement are part of the Annexure to the
Notice of the Annual General Meeting.
14. DIRECTORS'' RESPONSIBILITY STATEMENT:
Pursuant to Section 217 (2AA) of the Companies (Amendment) Act 2000,
the Directors confirm that:
1. The applicable accounting standards have been followed by the
Company in preparation of the annual accounts for the period ended 31st
March, 2012;
2. The Directors have selected 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 as at 31st March, 2012 and of the profits of the Company
for the year ended on that date;
3. Proper and sufficient care has been taken 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;
4. The annual accounts for the year ended 31st March, 2012 have been
prepared on a going concern basis.
15. HEALTH, SAFETY & ENVIRONMENT:
Continual strengthening on Construction Safety activities across Gammon
sites and HQ remained the main focus during the year 2011-12 through a
multipronged approach. Improvements have been achieved by strengthening
the reporting and analysis of incidents & accidents, strengthening of
safety surveillance, internal site reviews, independent review cum
exchange, visits of projects, utilization of exchange of experience
gained through safety coordinators meets, encouragement for excellence
in safety through NSC Safety Award scheme. Development of additional
safety documents like safety management manual, safety operating
manual, training module for safety personnel, system for submission of
periodic reports of sites through LAN are in good progress. Periodic
reports of sites, strengthening of audit inspections were achieved.
Conducted training on various aspects of Construction Safety, Safety
awareness programmes etc. through various means & methods were achieved
during National Safety Week and other appropriate similar occasions by
involvement of all level of employees. Regular activities like safety
surveillance, safety training, safety promotional activities and
conducting emergency fire drills etc. were maintained. For achieving
excellence in safety, awareness programme and implementation programs
on work at height, basic scaffold safety requirements, Electrical
Safety, Safety In charge Development, Safety Supervisor Development
programmes were conducted across the organization. Evaluation and
enhancement programs on Safety culture were continued.
Various Safety Initiatives taken during the year under review included:
- Conducting Corporate Safety Committee meeting.
- Sector wise Safety Committee set up & its meeting/ follow up.
- Competency Mapping of Safety Staff.
- Eligibility criteria of Safety Staff for recruitment defined.
- Safety I/c Training - covered all Safety I/c.
- Safety Supervisor Training - 32% covered &on going.
- Safety Coordinator Nominations & Strategy Workshop.
- Safety Alerts - For information on Fatal/Serious Incidents.
- Standard Signages Posters developed & dispatched.
- Safety inspections/Audits conducted & ongoing by Coordinators.
16. RESEARCH & DEVELOPMENT:
Increasing focus on developing infrastructure in the country has opened
up many opportunities for the construction companies. To rise up to the
challenge of completing huge quantum of work in a short time, we have
to back up the onsite teams with continual improvement in construction
technology. During the year under review the R&D activities undertaken
by the company include:
- Designing high performance concrete for Chennai Metro Rail Project.
- Considering the continuous scarcity of river sand in Mumbai region we
have established mix designs with 100% crushed sand for all grades of
concrete.
- Preparing guideline for concrete mix design using different
supplementary cementitious material.
- Designing high strength concrete with ultrafine GGSB instead of
conventional use of micro silica.
- Working on designing Self Compacting Concrete for Precast Segments.
- Working on M60 grade dry shotcrete..
The company has also bagged the ACCE Bhagawati 2011 Award for Design of
the power plant structures.
17. PARTICULARS OF EMPLOYEES:
The particulars of employees required to be furnished under Section
217(2A) of the Companies Act, 1956, read with the Companies
(Particulars of Employees) Rules, 1975, forms part of this Report.
However, as per the provisions of Section 219(1)(b)(iv) of the
Companies Act, 1956, the Report and Accounts are being sent to all
shareholders, excluding the statement of particulars of employees. Any
shareholder interested in obtaining a copy may write to the Company
Secretary at the Registered Office of the Company.
18. PARTICULARS UNDER COMPANIES (DISCLOSURE OF PARTICULARS IN THE
REPORT OF THE BOARD OF DIRECTORS) RULES, 1988:
A. Conservation of Energy:
Conservation of energy in all possible areas is undertaken as an
important means of achieving cost reduction. Savings in electricity,
fuel and power consumption receive due attention of the management on a
continuous basis and as a result, some initiatives for energy
management are being undertaken at sites as mentioned below:
(i) Using portable transformers instead of running DG sets.
(ii) Using APFC Panel with grid power for improvement of PF value.
(iii) Using of CFL instead of incandescent lamp.
(iv) Incorporating float switch with pump.
(v) Using grid power instead of DG at A-V during 7 months unproductive
period.
(vi) Energy audit & control over redundant running.
Initiatives taken at the Company''s T&D Division at Nagpur to conserve
energy and environment by reducing the consumption of non-renewable
energy sources are:
- Installation of drying oven for preheating of materials prior to
galvanizing with the help of waste flue gases from galvanizing furnace
which has reduced fuel consumption by 10%.
- Change in fuel from LDO to Ignite oil and from ignite oil to
Liquefied Petroleum Gas through liquid off take (LOT) system in
galvanizing furnace reduces carbon deposition which minimizes
breakdown, gives uniform heating to kettle thereby increasing the life
& increase overall efficiency of the furnace.
- Maintaining power factor towards unity through capacitor bank.
- Transparent polycarbonate sheets provided at shop floor roof for
usage of Natural light.
- Sewage Treatment Plant is installed to use waste water for gardening.
- Provided 85 Watt CFL in place of 250 Watts Metal Halide at finish
yard Deoli works. .
- Installed air operated diaphragm type pump instead of 10 HP
electrical pump to save electrical power.
- Installed heat exchanger for heating of flux tank with the help of
quench water.
B. Technology Absorption:
Timely completion of the projects as well as meeting the budgetary
requirements are the two critical areas where different techniques help
to a great extent. Many innovative techniques have been developed and
put to effective use and the efforts to develop new techniques continue
unabated.
C. Foreign Exchange earnings and outgo:
Total foreign exchange used and earned during the year:
(Rs. in Crores)
Current Period Previous Period
31st March, 2012 31st March, 2011
Foreign Exchange Earnings 235.48 165.53
Foreign Exchange Outgo 109.15 146.87
19. ACKNOWLEDGMENTS:
Your Directors thank all its valued customers and various Government,
Semi-Government and Local Authorities, Suppliers and other Business
associates. Your Directors appreciate continued support from Banks and
Financial Institutions and look forward to their co-operation in the
future.
Your Directors place on record their appreciation of the dedicated
efforts put in by the employees at all levels and wish to thank the
Shareholders for their unstinted support and co-operation.
For and on behalf of the Board of Directors
ABHIJIT RAJAN
Chairman & Managing Director
Place: Mumbai
Dated: 23rd August, 2012 |