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Gammon India

BSE: 509550  |  NSE: GAMMONIND  |  ISIN: INE259B01020  |  Construction & Contracting - Civil

Explore Gammon India connections « Mar 08
Notes to Accounts Year End : Mar '09
1. A. In accordance with the scheme of amalgamation between Associated
 Transrail Structures Ltd. (ATSL) and the Company approved by the
 Honourable High Court of Mumbai vide their order dated 18th June, 2009
 and the Honourable High Court of Gujarat at Ahmedabad vide their order
 dated 2nd July, 2009 which has been filed with the Registrar of
 Companies on 7th July, 2009 to make the scheme effective, under section
 391 to 394 of the Companies Act, 1956, all the assets, liabilities and
 the business of ATSL, stand transferred to and vested in the Company,
 as a going concern, with effect from 1st April, 2008.
 
 The said ATSL is in the business of “Construction and Engineering” and
 is specifically engaged in the business of Design, Supply, Erect and
 Commission Power transmission lines and Rural Electrification Schemes.
 
 Accordingly, in terms of the scheme approved
 
 a) The Company has accounted for the amalgamation as per the Accounting
 Standard-14 “Accounting for Amalgamations” as stated in the Companies
 (Accounting Standards) Rules 2006 under the Purchase method.
 
 b) All the assets and liabilities of ATSL as on 1st April, 2008 have
 been accounted in the books of the Company at the value appearing in
 the books of ATSL including the Employees Stock Option deferred
 compensation cost and the Employees Stock Option outstanding.
 
 c) In consideration of the transfer of the business as a going concern,
 the Company shall issue 2 equity shares of Rs. 2 each for each equity
 share of ATSL to the equity shareholders of ATSL. Pending allotment the
 outstanding equity shares to be issued aggregating to Rs. 4.02 crores
 is shown as Equity Share Suspense Account under Share Capital.
 
 d) The Company shall issue one 6% Optionally Convertible Preference
 Share of Rs. 350 each to the holders of the 6% Optionally Convertible
 Preference shares in ATSL for each such convertible preference share
 held by them. Pending allotment the outstanding preference share to be
 issued aggregating to Rs. 105 Crores is shown as Preference Share
 Capital Suspense account under Share Capital.
 
 e) In exchange for the 29,02,340 equity shares of ATSL held by the
 Company as investments, 58,04,680 equity shares of the Company shall be
 issued in favour of a proposed trust to be created whose sole
 beneficiary shall be the company. Pending the formation of the trust
 and the issue of shares to the trust, the Investments in ATSL are shown
 as GIL shares Suspense account under Investments. When issued these
 shares shall be suitably disclosed in the accounts.
 
 f) The excess of assets over liabilities accounted in the Company
 representing Amalgamation Reserve is treated as part of the General
 Reserve shall form part of the free reserves available for distribution
 of dividend and shall be reckoned for Net Wealth purposes in accordance
 with the scheme approved by the Honourable High Court. Had this
 treatment not been presented in the scheme, the said reserve would have
 been Capital reserve.
 
 g) The transaction of the business of ATSL with effect from 01.04.2008
 have been incorporated in the accounts on the basis of the Audited
 Financial Statements of the business, which is treated as a Branch, as
 audited by M/s M.G.Shah & Associates and M/s Vinod Modi & Associates,
 the statutory auditors of the erstwhile ATSL before its amalgamation
 with the Company, who have been appointed by the Board of Directors of
 the Company as Branch Auditors.
 
 h) All equity inter group transactions have been eliminated on
 incorporation of the accounts of ATSL in the company.
 
 B.  In view of the Amalgamation of the business of ATSL in these
 financial statements the figures for the current year are not
 comparable with that of the previous year.
 
 C.  The preference capital to be issued to the holders of the
 preference share capital in the erstwhile ATSL as aforesaid are
 convertible optionally at the option of the preference share holder at
 the end of 18 months from the date of issue of the preference shares by
 ATSL which is 14th July, 2009 into 2 equity shares of the Company.  The
 provision for the dividends on the preference shares are made pending
 the issue of the preference shares.  In the event of the preference
 shareholder not exercising the option, the preference shares become
 non- convertible and are redeemable at par at the end of five years
 from the date of allotment of the original Optionally Convertible
 Preference Shares.
 
 D.  The dividends received by the Company during the year of Rs. 0.29
 Crores from the erstwhile ATSL relating to the proposed dividend of
 ATSL for the year ended 31st March, 2008 has been adjusted in the
 retained earnings.
 
 2. 8.75% - Secured Redeemable Non Convertible Debentures of Rs. 5
 Crores are secured by hypothecation of specific Plant & Machinery and
 paripassu charge by mortgage of immovable property in Gujarat. The
 debentures are due for repayment at the end of 8th, 9th and 10th year
 from the date of allotment. i.e. 30th March, 2003.
 
 7.50% - Redeemable Non Convertible Debentures of Rs.15 Crores and 7.25%
 - Redeemable Non Convertible Debentures of Rs. 6 crores are secured by
 hypothecation of specific Plant & Machinery and pari-passu charge by
 mortgage of immovable property in Gujarat with 8.75% Secured Redeemable
 Non Convertible Debentures of Rs. 5 crores. The Debentures are due for
 repayment at the end of 8th, 9th and 10th year from the date of
 allotment i.e.  29th September, 2003.
 
 7.50% - Redeemable Non-Convertible Debentures of Rs.38 Crores and 7.25%
 Redeemable Non-Convertible Debentures of Rs. 12 Crores are secured by
 hypothecation of specific Plant & Machinery with paripassu charge by
 mortgage of immovable property in Gujarat with 8.75% Secured Redeemable
 Non-Convertible Debentures of Rs. 5 Crores and 7.50% Secured
 Non-convertible Debenture of Rs. 15 Crores and 7.25% Secured Non
 convertible Debenture of Rs. 6 Crores. The Debentures are due for
 repayment at the end of 8th, 9th and 10th year from the date of
 allotment i.e. 5th August, 2005.
 
 9.95% - Redeemable Non Convertible Debentures of Rs. 50 Crores are
 secured by hypothecation of specific Plant & Machinery with pari passu
 charge by mortgage of immovable property in Gujarat with 8.75% Secured
 Redeemable Non-Convertible Debentures of Rs. 5 Crores and 7.50% Secured
 Non-convertible Debenture of Rs. 53 Crores and 7.25% Secured Non
 convertible Debenture of Rs. 18 Crores. The Debentures are due for
 repayment at the end of 8th, 9th and 10th year from the date of
 allotment being, 24th March, 2008.
 
 10.80% - Redeemable Non Convertible Debentures of Rs. 100 Crores are
 secured by hypothecation of specific Plant & Machinery with pari passu
 charge by mortgage of immovable property in Gujarat with 9.95 % Secured
 Redeemable Non-Convertible Debentures of Rs. 50 Crores and 8.75%
 Secured Redeemable Non-Convertible Debentures of Rs. 5 Crores and 7.50%
 Secured Non-convertible Debenture of Rs. 53 Crores and 7.25% Secured
 Non convertible Debenture of Rs. 18 Crores. The Debentures are due for
 repayment at the end of 5th, 6th and 7th year from the date of
 allotment being, 25th July, 2008.
 
 3.  Issued Share Capital includes 725,800 shares of Rs. 2/- each kept
 in abeyance.
 
 4.  Share Forfeited account includes Rs. 0.26 Crores of Securities
 Premium collected on application in respect of forfeited shares.
 
 5.  As per the intimation available with the Company, there are no
 Micro, Small and Medium Enterprises, as defined in the Micro, Small,
 Medium Enterprises Development Act, 2006, to whom the Company owes dues
 on account of principal amount together with interest and accordingly
 no additional disclosures have been made.
 
 The above information regarding Micro, Small and Medium Enterprises
 have been determined to the extent such parties have been identified on
 the basis of information available with the Company. This has been
 relied upon by the Auditors.
 
 b) Investment:
 
 During the year, the Company has subscribed & transferred to its
 subsidiary Gammon Infrastructure Projects Ltd.  50,000 Shares (Rs. 0.05
 Crores) in Youngthang Power Ventures Ltd. a Subsidiary and 50,000
 Shares (Rs. 0.05 Crores) in Rajahmundry Godavari Bridge Ltd. another
 Subsidiary.
 
 During the year, the Company has also purchased 50,00,000 shares in SAE
 Power Lines S.r.l., a Subsidiary for Rs. 31.21 Crores and sold
 subsequently for Rs. 31.97 Crores to its overseas wholly owned
 subsidiary.
 
 During the year the Company also received Rs. 52.85 Crores as advance
 for transfer of beneficial interest of the Company in its subsidiary
 Youngthang Power Ventures Limited from Gammon Infrastructure Projects
 Limited.  This advance was later returned back since the said Gammon
 Infrastructure Projects Limited directly invested in Youngthang Power
 Ventures Limited on being permitted by the Client.
 
 6.  Loans and advances include Rs. 50 Crores (Previous Year Rs. 11.04
 Crores) which are secured by pledge of equity shares of a private
 company. The security value is adequate to recover the amount advanced.
 
 7.  (a) Foreign currency exposure un-hedged as at 31st March, 2009 is
 Rs. 363.49 Crores (Previous Year Rs. 61.18
 Crores) receivables and Rs. 250.46 Crores (Previous Year Rs. 128.44
 Crores) payables.
 
 (b) In respect of currency swap derivative contracts entered into by
 the Company, the Company has Marked to Market loss of Rs. 7.15 Crores
 (Previous Year Rs. 4.60 Crores) as at 31st March, 2009 based on the
 valuation given by the bankers. Following the principle of prudence and
 in accordance with the announcement of the ICAI, the Company has made a
 provision for the same. Since the same was entered into to reduce the
 cost of borrowings, the said MTM loss is included under Financial
 Costs.
 
 (c) The company has entered into forward contracts for hedging the
 foreign currency receivables from its projects which are in the nature
 of firm commitments and highly probable future transactions. The
 Company contends that these are entered into to hedge the currency
 risks arising out of the firm commitments and that the announcement of
 the ICAI on derivatives is not applicable to such transactions. The
 notional marked to market losses is expected
 to be offset by the higher realisations from the foreign currency
 receivables as the project progress. Therefore the Company has not
 provided marked to market losses on such forward contracts amounting to
 Rs. 15.93 Crores as at 31st March, 2009.
 
 9. Sundry Creditors include Rs. 12.03 Crores (Previous Year Rs. 3.76
 Crores) due to Gammon Infrastructure Projects Ltd., Rs. 0.16 crores
 (Previous Year Rs. 0.25 Crores) due to Cochin Bridge Infrastructure
 Company Ltd, Advance from client include Rs. 24 Crores (Previous Year
 Rs. 18 Crores) due to Mumbai Nasik Expressway Ltd., Rs. 47.71 Crores
 (Previous Year Rs. 52.48 Crores) due to Kosi Bridge Infrastructure
 Company Ltd., and Rs. 56.03 crores (Previous Year Rs. 63.02 Crores) due
 to Gorakhpur Infrastructure Company Ltd., Rs. 31.25 Crores (Previous
 Year Rs. Nil) due to Rajahmundry Godavari Bridge Ltd., all subsidiary
 companies, Rs. 0.97 Crores (Previous Year Rs. Nil) due to Indira
 Container Terminal Private Ltd., an associate company.
 
 Sundry Debtors include Rs. 8.92 Crores (Previous Year Rs. 2.71 Crores)
 due from Rajamundry Expressway Ltd., Rs.  5.21 crores (Previous Year
 Rs. 2.36 Crores) due from Andhra Expressway Ltd., Rs. 3.89 Crores
 (Previous Year Rs. Nil) due from Rajahmundry Godavari Bridge Ltd., Rs.
 1.56 Crores (Previous Year Rs. Nil) due from SAE Powerlines S.r.l., Rs.
 9.31 crores (Previous Year Rs. 0.13 Crores) due from Mumbai Nasik
 Expressway Ltd., all subsidiary companies, Rs. 0.87 crores (Previous
 Year Rs. 0.87 Crores) due from Vizag Seaport Pvt. Ltd., a Joint Venture
 Company.
 
 Loans and Advances include Rs. 0.41 Crores (Previous Year Rs. 0.41
 Crores) due from Vizag Seaport Pvt. Ltd., a Joint Venture Company, Rs.
 4.98 Crores (Previous Year Rs. Nil) due from SAE Powerlines S.r.l., a
 Subsidiary Company Interest receivables include Rs. 2.40 Crores
 (Previous Year Rs. 1.61 Crores) due from Gammon & Billimoria Ltd., Rs.
 13.62 Crores (Previous Year Rs. 0.87 Crores) due from Gammon Realty
 Ltd., Rs. Nil (Previous Year Rs. 0.03 Crores) due from Gammon Cooling
 Tower Ltd., Rs. Nil (Previous Year Rs. 0.07 Crores) due from Gammon
 Infrastructure Projects Ltd., Rs. 0.14 Crores (Previous Year Rs. Nil)
 due from Deepmala Infrastructure Pvt. Ltd., Rs. 1.42 Crores (Previous
 Year Rs. Nil) due from SAE Power Lines s.r.l., Rs. 0.02 Crores
 (Previous Year Rs. Nil) due from ATSL Holding B.V. Nethrlands, Rs. 0.02
 Crores (Previous Year Rs. Nil) due from Transrail Lighting Ltd., all
 subsidiary companies Investment includes Rs. 32.88 Crores (Previous
 Year Rs. 48.72 Crores) received from Gammon Infrastructure Projects
 Ltd., on account of deposit for acquisition of shares.
 
 8.  In respect of the road projects undertaken by the Company, in
 furtherance to the recommendation of the Dispute Resolution Board
 (DRB), the Company has been awarded claims by the Arbitration Tribunal
 for an aggregate amount of Rs. 94.54 Crores. The Company contends that
 such awards has reached finally for the determination of the amounts of
 such claim and are reasonably confident of recovery of such claims
 although the client has moved the court for set aside of the award.
 
 Considering the fact that the Company has received favourable awards
 from the DRB and the arbitration tribunal, the Management is reasonably
 certain that the claims will get favourable verdict from the courts.
 
 Accordingly, the Company has recognized contract revenue of Rs. 94.54
 Crores from such awards including Rs. 57.04 Crores recognized in the
 previous year on the basis of the DRB recommendation and opinion of
 experts on the matter.
 
 9.  Provident Fund:
 
 The provisions of the Employees Provident Fund and Miscellaneous
 Provisions Act, 1952, have been implemented at the work sites where
 code numbers have been allotted. In respect of the remaining work sites
 necessary applications have been made for allotment of code numbers.
 
 However, a provision of Rs.0.25 Crores is available to cover any
 liability arising there from.
 
 10. Pursuant to the amalgamation of ATSL with the Company, the
 outstanding options of the employees of the erstwhile ATSL outstanding
 as on 1st April, 2008 have been taken up as an obligation by the
 Company in accordance with the Scheme approved by the court.
 Accordingly the Company has accounted for the grant of 1,06,300 options
 to such employees at an exercise prize of Rs. 80 per share. The Company
 will issue two equity shares against each option in terms of the scheme
 of amalgamation approved by the Courts.
 
 The options were granted by the erstwhile ATSL on 27th March, 2007. The
 options vest in a graded manner over the period of four years and are
 exercisable during a period of three years from the date of vesting
 thereof.
 
 Since the assets and liabilities of the erstwhile ATSL has been
 accounted at the book value, the accounting effect in the accounts are
 continued at the same value.
 
 The fair value of the option however has been computed under the Black
 Scholes method considering the data of the Company as on the date of
 grant of option for the purpose of disclosure as required under
 Guidance note on Employee share based payments detailed hereunder.
 Options Granted on 27th March, 2007: -
 
 During the year before the approval of the scheme some employees have
 exercised option that had vested in them and were allotted equity share
 of the erstwhile ATSL. In accordance with the scheme 1220 equity shares
 are allotted to such employees which is shown under Equity Share
 Suspense Account. The excess of the consideration of Rs. 80/- over the
 face value of 2 equity shares has been shown under Security Premium.
 
 Note :
 
 i) Employers contribution includes payments made by the Company
 directly to its past employees.
 
 ii) The estimates of future salary increases, considered in actuarial
 valuation, take account of inflation, seniority, promotion and other
 relevant factors, such as supply and demand in the employment market.
 
 iii) The Companys Gratuity fund is managed by Life Insurance
 Corporation of India. The plan assets under the fund are deposited
 under approved securities.
 
 iv) The Companys Leave Encashment liability is entirely unfunded.
 
 11.  The Company is engaged mainly in only one reportable segment viz.,
 Construction and Engineering including the business transferred from
 the erstwhile ATSL on amalgamation with the Company with all its
 manufacturing operations which are integral to its transmission tower
 business. Additionally the Company has revenue from Windmills which is
 not significant and accounts for less than 10% of the total revenue and
 total assets of the Company. Therefore no disclosure of separate
 segment reporting as required in terms of Accounting Standard AS -17 is
 done. The Company also primarily operates under one geographical
 segment namely India.
 
 12.  Disclosure of transactions with Related Parties, as required by
 Accounting Standard - 18 Related Party Disclosures has been set out
 in a separate statement annexed to this Schedule.
 
 13.  Disclosure under Accounting Standard - 19 Leases, issued by the
 Institute of Chartered Accountants of India.
 
 The Company has taken various residential/godowns/offices premises
 (including Furniture and Fittings if any) under lease and license
 agreements for periods which generally range between 11 months to 3
 years. These arrangements are renewable by mutual consent on mutually
 agreed terms. Under some of these arrangements the Company has given
 refundable security deposits. The lease payments are recognized in
 Profit and Loss Account under Rent, Rates and Taxes.
 
 For the purposes of computation of earning per shares the equity shares
 to be issued against the Equity Share Suspense account pursuant to the
 scheme of amalgamation, preference dividend on preference share
 suspense account and the options granted to the employees of the
 erstwhile ATSL have been considered in the weighted average shares
 during the period. Similarly 7,25,800 equity shares kept in abeyance
 from earlier equity offerings have also been considered for dilution.
 
 14.  The Company does not have any long term foreign currency monetory
 items, either during the year or as at the Balance Sheet date and
 therefore the Company is not required to exercise the option under the
 amendment to AS-11.
 
 15.  The market value of investments does not consider the market value
 of the Companys share which is part of the shares to be issued to the
 proposed trust to be created for the issue of equity shares of the
 Company in lieu of the shares held by the Company in ATSL pursuant to
 the Amalgamation of the Company with ATSL.
 
 16.  Diminution in the Value of Investments
 
 A.  During the year, the company through its Special Purpose Investment
 Vehicle acquired the following stakes- 
 
 1) Francotosi Meccanica, Italy
 
 2) Sofinter, Italy
 
 3) Sadelmi, Italy
 
 4) SAE , Italy
 
 B.  The Company through its step down subsidiary P. Van Eerd
 Beheersmaatschappij B. V, Netherlands (PVAN) held a 50% shareholding in
 Sadelmi S.p.A., Italy (Sadelmi) with the remaining 50% held by Busi
 Impianti S.p.A, Italy since April, 2008. During the financial year
 under review, due to the economic conditions prevailing in different
 parts of the world where Sadelmi was present some of the projects under
 execution encountered serious contractual problems. Sadelmi therefore
 sought creditors protection through a Court in Italy and
 simultaneously, as part of scheme, applied for transferring the
 remaining projects of Euro 46 million and leased all references
 standing in its name since inception to a new company Busi Power S.r.L.
 wholly held by Busi Group. By an Agreement dated 2nd March, 2009, Busi
 Group agreed to give PVAN 50% stake in lieu of its stake in Sadelmi for
 a consideration of Euro 1 and convert the S.r.L. status into an S.p.A.
 to facilitate the same. Consequently PVAN will cease to be a
 shareholder of Sadelmi from that date and will become a shareholder of
 Busi Power. Pending the approval of the courts in Italy for the
 composition no effects have been given in these accounts.
 
 Busi Group has also agreed to bring cash of Euro 2,500,000 into Busi
 S.r.L in order to capitalize a wholly owned subsidiary in India as
 earlier contemplated by the shareholders of Sadelmi S.p.A. and has also
 permitted it to freely draw upon the references to undertake future
 Projects. Consequent upon this arrangement, Busi Group will be wholly
 responsible for the operations and all future funding of Busi Power
 S.r.L and Gammon will be wholly responsible for the operations and
 future funding of the Indian subsidiary for the projects undertaken by
 them in the territories identified respectively for them. Each party
 will however share 50% of the profits of the respective Busi Power and
 the Indian Subsidiary.
 
 The results of these operations will be consolidated in the Company
 with effect from FY 2010.
 
 17.  The Company had deposited customs duty of Rs 2.20 crores under
 protest in respect of certain machineries imported for the project in
 Sikkim. The Company contends that the import of machinery is duty free
 as per the Project Import regulations prevailing then. The Company has
 preferred an appeal against the levy of Custom Duty. Pending outcome of
 the appeal, the said amount is carried under Advances recoverable in
 cash or in kind.
 
 18.  Unpaid dividend includes Rs. 0.09 crores (Previous year - Rs. 0.05
 crores) to be transferred to the Investor Education & Protection Fund.
 
 19.  Balances in Foreign Bank Accounts are as per ledger and are
 subject to reconciliation.
 
 20.  The balance with The Freyssinet Prestressed Concrete Company
 Limited is as per books of accounts and subject to reconciliation.
 
 21.  CONTINGENT LIABILITIES :
 
 Sr.  Particulars                        As at        As at
 No.                                   31.03.2009    31.03.2008
                                   (Rs. in crores)  (Rs. in crores)
 
 1 Liability on contracts remaining 
 to be executed on Capital Accounts          63.73        72.19
 
 2 Counter Guarantees given to Bankers 
 for Guarantees given by them and
 Corporate Guarantees, on behalf of 
 subsidiary, erstwhile
 subsidiary, associate Companies stand at 4,515.33     1,886.48
 
 3 Corporate Guarantees and Counter 
 Guarantees given to Bankers towards
 Companys share in the Joint Ventures 
 for guarantees given
 by them to the Joint Venture
 Project clients                            502.51       408.93
 4 Disputed Sales Tax liability for 
 which the Company has gone into
 appeal is                                   22.23        25.86
 5 Claims against the Company not 
 acknowledged as debts                       47.69        46.02
 6 Disputed Excise Duty Liability             0.03         0.03
 
 7 Disputed Customs Duty Liability            0.32         0.32
 
 8 Disputed Service Tax Liability            15.24         4.72
 
 9 Contingent Liability on partly paid shares   -           -
 
 10 There is a disputed demand of UCO Bank pending since 1986, of US$
 436251 i.e. Rs.1.72 crores. Against this, UCO Bank has unilaterally
 adjusted the Companys Fixed Deposit of US$ 30584 i.e. Rs.0.12 crores,
 which adjustment has not been accepted by the Company.
 
 11 In respect of Joint Venture and operations in Oman, Gammon India
 Limited-AL Matar JV, refer note no. 35
 
 12 Counter claims in arbitration matters referred by the company -
 liability unascertainable
 
 22.  Cash & Bank balances include Rs 2.13 crores (Previous Year Rs 3.18
 crores) with bank branches in foreign countries relating to certain
 foreign projects which are not readily available for use by the Company
 and are subject to exchange control regulation of the respective
 countries. The Fixed Deposit related interest and principal account as
 at the year- end are as per ledger and are subject to reconciliation,
 which is under progress.
 
 23.  Joint Venture :
 
 (a) Details of Joint Ventures entered into by the Company:
 
 Sr.  Name of Joint Venture Description of % of
 
 No Interest involvement
 
 1 Gammon Atlanta Jointly Controlled Operation 50.00%
 
 2 Gammon BBJ Jointly Controlled Operation 50.00%
 
 3 Gammon Sadbhav Jointly Controlled Operation 70.00%
 
 4 Gammon Srinivas Jointly Controlled Operation 80.00%
 
 5 GIL Archirodon Jointly Controlled Operation 98.50%
 
 6 BBJ GIL Jointly Controlled Operation 30.50%
 
 7 JAGER GIL Jointly Controlled Operation 50.00%
 
 8 Jaeger Gammon Jointly Controlled Operation 50.00%
 
 9 Patel Gammon Jointly Controlled Operation 49.00%
 
 10 Gammon Patel Jointly Controlled Operation 50.00%
 
 11 Hyundai Gammon Jointly Controlled Operation 49.00%
 
 12 Jaeger Gammon Jointly Controlled Operation 50.00%
 
 13 Gammon BBJ Jointly Controlled Operation 50.00%
 
 14 Hyundai Gammon Jointly Controlled Operation 49.00%
 
 15 Jaeger Gammon Jointly Controlled Operation 50.00%
 
 16 SAE Gammon Jointly Controlled Operation 25.00%
 
 17 BBJ Gammon Jointly Controlled Operation 49.00%
 
 18 Gammon Hot Engineering Jointly Controlled Operation 70.00%
 
 19 Gammon Technofab
 
 (Fuel Storage Facility Project) Jointly Controlled Operation 80.00%
 
 20 Gammon Technofab (Transmission &
 
 Distribution of Electricity & Water ) Jointly Controlled Operation
 70.00%
 
 21 Gammon Limak (Vishnugod Pipalnote HEPP) Jointly Controlled Operation
 51.00%
 
 22 Gammon Tensacuai Jointly Controlled Operation 80.00%
 
 23 Gammon Construtora Tensacuai Jointly Controlled Operation 60.00%
 
 24 Gammon Pratibha (BWSSB) Jointly Controlled Operation 70.00%
 
 25 Gammon Pratibha
 
 (4 Airport Terminal Buildings) Jointly Controlled Operation 70.00%
 
 26 Gammon Sadelmi (Tripura Gas PP) Jointly Controlled Operation 40.00%
 
 27 Gammon CKD Jyoti Jointly Controlled Operation 90.00%
 
 28 Lemcon Gammon Jointly Controlled Operation 51.00%
 
 29 Mosmetrostroy Gammon Jointly Controlled Operation 49.00%
 
 30 Gammon Sadelmi (Power Plant in Sylhet, Bangladesh) Jointly
 Controlled Operation 90.00%
 
 31 Gammon Franctosi Jointly Controlled Operation 30.00%
 
 32 Gammon Sadelmi (Power Project in
 
 Siddhirganj, Bangladesh) Jointly Controlled Operation 90.00%
 
 33 Gammon SEW Jointly Controlled Operation 90.00%
 
 34 Technofab Gammon (commissioning of
 
 pipeline at Srinagar) Jointly Controlled Operation 70.00%
 
 35 Aydeniz Gammon Jointly Controlled Operation 30.00%
 
 36 Gammon Veolia Jointly Controlled Operation 60.00%
 
 37 Afghanistan ATSL AEPC Jointly Controlled Operation 75.00%
 
 24.  Joint venture and operations in Oman :
 
 (a) In respect of the contracts under execution with MHEW, the Joint
 Venture has exceeded the contractual dates of completion as extended on
 the additional works being executed by the joint venture. The
 Management is hopeful of receiving the extension of time sufficient to
 cover the period of the delay considering that the previous variation
 orders have been received alongwith the EOT, thereby obviating the
 contractual penalty of RO 47,605 (Rs. 0.63 Crores) per day. The job has
 been assessed considering the EOT will be ultimately received and
 profit is determined accordingly.
 
 (b) The joint venture is executing /has executed certain works
 including operations and maintenance of the project based on the work
 instructions received from the consultant/client. Pending the receipt
 of the variation order in respect of the works being executed amounting
 to RO 3.626 Million, the job has been assessed considering the expected
 revenue and the balance cost estimated for the works, as the Management
 is confident of receipt of the variation order.
 
 (c) The banking facilities including fund and other non-fund based
 borrowings utilized by the Joint Venture entity which are in the name
 of the Company but have been accounted in the books of Joint Venture.
 The borrowings have been guaranteed by the Company and are secured by
 assignment of the Joint Venture contract receivable and Joint
 registration and insurance of all equipments. The total of such
 borrowings as at 31st March, 2009 is RO 2,442,181 (Rs. 32.12 Crores)
 [Previous Year RO 13,602,266 (Rs. 141.51 Crores)] which consists of
 Fund Based RO 860,440 (Rs. 11.32 Crores) [Previous Year RO 9,784,630
 (Rs. 101.79 Crores)] and Non-Fund Based RO 1,581,741(Rs. 20.80 Crores)
 [Previous Year RO 3,817,636 (Rs. 39.72 Crores)]
 
 (d) Transactions of Oman Branch and the accounting effect of the Gammon
 Al Matar Joint Venture profits are accounted on the basis of the
 accounts prepared specially for this purpose and which is duly audited
 by the Companys auditor.
 
 25. (a) The Company had in the past acquired voting rights and other
 beneficial interests in two companies Rajahmundry Expressway Limited
 and Andhra Expressway Limited in respect of 43,60,500 equity shares and
 45,64,500 equity shares respectively from its Joint Venture partner in
 these entities in consideration of payment of deposit for the
 acquisition of shares of Rs. 5.66 crores. Subsequently the Company
 transferred its voting rights and other beneficial interests so
 acquired along with the voting rights and beneficial interests in
 respect of 1,10,92,500 equity shares of Rajahmundry Expressway Limited
 and 1,10,92,500 equity shares of Andhra Expressway Limited to its then
 wholly owned subsidiary Gammon Infrastructure Projects Limited against
 receipt of consideration being deposit for sale of equity shares in
 these companies of Rs. 32.84 crores from the subsidiary. During the
 year, out of the said transfer of beneficial interest, the company has
 transferred titular interest in respect of 54,37,500 equity shares of
 Rajahmundry Expressway Limited and 54,37,500 equity shares of Andhra
 Expressway Limited and has adjusted the deposit received against the
 consideration of transfer. The balance deposit made and deposit
 received as aforesaid are reflected under the Investment Schedule. In
 respect of these shares where the voting rights and beneficial rights
 are so transferred, the holder continues to be the original allotees as
 per the records of the respective companies.
 
 (b) Similarly the Company had also transferred beneficial interest in
 respect of the investment in Kosi Bridge Infrastructure Company Ltd.
 and Gorakhpur Infrastructure Company Ltd. in favour of its subsidiary
 company Gammon Infrastructure Project Ltd. in consideration of payment
 of deposit for an aggregate sum of Rs. 15.88 Crores. The said deposits
 received are reflected in the Investment schedule.
 
 During the year, the Company has also transferred beneficial interest
 in respect of the Investment in Tidong Hydro Power Ltd. in favour of
 its subsidiary company Gammon Infrastructure Project Ltd. in
 consideration of payment of deposit for an aggregate sum of Rs. 0.03
 Crores. The said deposits received are reflected in the Investment
 schedule.
 
 (d) The Company has also entered into another agreement for transfer of
 beneficial interests of equity shares of Indira Container Terminal Pvt.
 Ltd. in respect of which the deposit is yet to be received as at the
 Balance Sheet date.
 
 26.  During the warranty period of the contracts, the company may have
 to incur cost. On the basis of technical assessment of the cost to be
 incurred, the company is of view that no further provision is required
 for any foreseeable expenditure / contingencies.
 
 27.  Previous years figures are regrouped and rearranged with those of
 the current year to make them comparable.
 
 Annexure
 
 Related Party Disclosure as required by Accounting Standard-18 “Related
 Party Disclosure”
 
 (A) Relationships:
 
 Entities where control exists:
 
 1 Pacific Energy Pvt. Ltd.
 
 2 Nikhita Estate Developers Pvt. Ltd.
 
 3 Masayor Enterprises Ltd.
 
 4 First Asian Capital Resources Pvt. Ltd.
 
 5 Devyani Estate & Properties Pvt. Ltd.
 
 Subsidiaries/Fellow Subsidiaries:
 
 1 GACTAL Turnkey Projects Limited
 
 2 Cochin Bridge Infrastructure Company Limited
 
 3 Gammon Infrastructure Projects Limited
 
 4 Rajahmundry Expressway Limited
 
 5 Andhra Expressway Limited
 
 6 Gammon & Billimoria Limited
 
 7 Mumbai Nasik Expressway Limited
 
 8 Sikkim Hydro Power Ventures Limited
 
 9 Gammon Projects Developers Limited
 
 10 Gammon Realty Limited
 
 11 Kosi Bridge Infrastructure Company Limited
 
 12 Gorakhpur Infrastructure Company Limited
 
 13 Gammon & Billimoria LLC
 
 14 Gammon International LLC, Oman
 
 15 Gammon International FZE
 
 16 P. Van Eerd Beheersmaatschappij BV - Netherlands
 
 17 Tidong Hydro Power Limited
 
 18 Marine Projects Services Limited
 
 19 Gammon Logistics Limited
 
 20 Deepmala Infrastructure Private Limited
 
 21 Gammon Retail Infrastructure Private Limited
 
 22 Gammon Power Limited
 
 23 Gammon Holding B.V.
 
 24 Gammon International B.V.
 
 25 Franco Tosi Meccanica S.p.A.
 
 26 Campo Puma Oriente SA
 
 27 Gammon Italy S.r.l.
 
 28 Gammon Metro Transport Limited
 
 29 Pravara Renewable Energy Limited
 
 30 Jaguar Projects Developers Limited
 
 31 Rajahmundry Godavari Bridge Limited
 
 32 Gammon Hospitality Limited
 
 33 Youngthang Power Ventures Limited
 
 34 Bedi Seaport Limited
 
 35 ATSL Infrastructure Projects Limited
 
 36 SAE Powerlines S.r.l.
 
 37 ATSL BV, Netherland
 
 38 Transrail Lighting Limited
 
 39 ATSL Nigeria
 
 40 RAS Cities and Townships Private Limited
 
 Associates & Group Companies:
 
 1 Finest S.p.A.,Italy
 
 2 STFA Piling (India) Ltd.
 
 Joint Ventures:
 
 1 Vizag Sea Port
 
 2 Indira Container Terminal Pvt. Ltd.
 
 3 Punjab Biomass Power Ltd.
 
 4 Gammon Al Matar JV
 
 5 Gammon Atlanta JV
 
 6 Gammon Rizzani
 
 7 OSE Gammon JV
 
 8 Gammon OSE JV
 
 9 Gammon Progressive
 
 10 Gammon Sadelmi JV
 
 11 Gammon SEW JV
 
 12 Gammon Limak JV
 
 13 Gammon Srinivas JV
 
 14 GIL Archirodon JV
 
 15 BBJ GIL
 
 16 Gammon BBJ JV
 
 17 Jaegar Gammon
 
 18 Gammon JMC
 
 19 Hyundai Gammon
 
 20 Gammon Encee Rail Linkers
 
 21 Patel Gammon
 
 22 Gammon Oversea Engineering Pvt. Ltd.
 
 23 Jager Gammon JV
 
 24 Haryana Biomass Power Ltd.
 
 25 Sofinter S.p.A.
 
 26 Gammon Patel JV
 
 Key Management Personnel & Relatives
 
 1 Mr. Abhijit Rajan
 
 2 Mr. Himanshu Parikh
 
 3 Mr. Rajul A. Bhansali
Source : Religare Technova

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