I. Background
GMR Infrastructure Limited (''GIL'' or ''the Company'') carries its
business in the following verticals:
Engineering Procurement Construction
The Company is engaged in handling Engineering Procurement Construction
(EPC) solutions in the infrastructure sector.
Others
The Company''s business also comprises of investment activity and
corporate support to various infrastructure Special Purpose Vehicles
(SPV).
1. Contingent liabilities:
a. Corporate guarantees issued in respect of borrowings availed by
subsidiary companies and others–Rs. 95,941,018,434 (2010: Rs.
89,766,300,000).
b. The Company has an investment of Rs. 1,684.84 crore (USD 373.25
million) (including a loan of Rs. 237.88 crore) in its subsidiary GMR
Infrastructure (Mauritius) Limited (''GIML''). GIML through its step-down
subsidiary, GMR Energy Global Limited (GEGL), had entered into
necessary arrangements to acquire 50% economic stake in InterGen. N.V.
and had subscribed Rs.1,874.13 Crore (USD 415.18 million) in Compulsory
Convertible Debentures (CCD), issued for this purpose, by GMR Holding
(Malta) Limited (GHML), a step down subsidiary of GMR Holdings Private
Limited, the Company''s Holding Company. GHML had funded the investment
in InterGen N.V. through a mix of external borrowings and the balance
was funded through CCDs as above. The Company had also given the
corporate guarantee up to a maximum of USD 1.13 billion to the lenders
on behalf of GHML to enable it to raise debt for financing the
aforesaid acquisition.
During the year ended March 31, 2011, GMR Infrastructure (Malta)
Limited, a wholly owned subsidiary of GHML, and which, through its
step-down subsidiary, held 50% economic stake in InterGen N.V. as
stated above, entered into an agreement to sell the investment in
InterGen N.V. for USD 1,232 million to Overseas International Inc.
Limited, an associate of China Huaneng Group.
In April 2011, the transaction was consummated for the aforesaid
consideration after obtaining the necessary regulatory approvals. On
consummation of the transaction, GHML has repaid the loans from the
banks in full, thereby resulting in expiration of the corporate
guarantees of USD 1.13 billion given by the Company and CCDs issued to
GEGL in part.
The Company has recorded a loss of Rs 938.91 crores in its consolidated
financial statements, which has been disclosed as an exceptional item.
Despite the aforementioned loss, based on valuation assessment of GIML
and its investments in underlying subsidiaries / joint ventures the
management of the Company continues to carry the investment in GIML at
cost.
The preference shares are convertible upon the occurrence of qualifying
initial public offering (QIPO) of GEL at an agreed internal rate of
return (IRR). In case of non occurrence of QIPO within 3 years of the
closing date, as defined in the terms of agreement between the parties,
Investors have the right to require the Company to purchase the CCCPS
or if converted, the equity shares in GEL at an agreed upon IRR.
d. During the year GMR Airports Holding Limited (GAHL) has issued
2,298,940 non-cumulative compulsory convertible participatory
preference shares bearing 0.0001% dividend on the face value, of Rs.
1,000 each fully paid up amounting to Rs. 2,298,940,000 along with a
premium of Rs. 2,885.27 each amounting to Rs. 6,633,062,614 to SBI
Infrastructure Investments 1 Limited,(investor) for funding and
consolidation of the airport segment. GIL and GAHL have provided the
investors various conversion and exit options at an agreed internal
rate of return as per the terms of the Restructuring Options Agreement
and Investment Agreement.
2. Capital Commitments
Estimated amount of contracts remaining to be executed on capital
account not provided for, net of advances Rs. 70,467,800 (2010: Rs.
83,686,592).
3. The Company has an investment of Rs. 2,763,078,800 (including loans
of Rs. 597,194,800 and investment in equity / preference shares of Rs.
1,926,557,130 made by subsidiaries of the Company) in GMR Ambala
Chandigarh Expressways Private Limited (GACEPL) as at March 31, 2011.
GACEPL has been incurring losses since the commencement of commercial
operations. The management believes that these losses are primarily
attributable to loss of revenue arising as a result of diversion of
partial traffic on parallel roads. Based on a legal opinion the
management of GACEPL is confident that it will be able to claim
compensation from relevant authorities for the loss it has suffered due
to such diversion of traffic and accordingly, the investment in GACEPL
has been carried at cost.
4. Gratuity and other post-employment benefit plans
The Company has a defined benefit gratuity plan. Every employee who has
completed five years or more of service gets gratuity on departure at
15 days salary (last drawn salary) for each completed year of service.
The scheme is funded with Life Insurance Corporation of India in the
form of a qualifying insurance policy.
The following tables summaries the components of net benefit expense
recognised in the profit and loss account and the funded status and
amounts recognised in the balance sheet for gratuity benefit.
The Company expects to contribute Rs. 2,500,000 (2010: Rs. 1,000,000)
towards gratuity in 2011-2012.
The overall expected rate of return on assets is determined based on
the market prices prevailing on that date, applicable to the period
over which the obligations are to be settled.
5. Related Parties
(i) Name of Related Parties and description of relationship:
Description of Relationship
Name of the Related Parties
Holding Company GMR Holdings Private Limited (GHPL)
Subsidiary Companies GMR Renewable Energy Limited (GRENL)
GMR Energy Limited (GEL)
GMR Power Corporation Limited (GPCL)
GMR Vemagiri Power Generation Limited (GVPGL)
GMR Energy Trading Limited (GETL)
GMR (Badrinath) Hydro Power Generation Private Limited (GBHPL)
Badrinath Hydro Power Generation Private Limited (BHPL)
GMR Mining and Energy Private Limited (GMEL)
GMR Kamalanga Energy Limited (GKEL)
GMR Consulting Services Private Limited (GCSPL)
GMR Rajahmundry Energy Limited (GREL)
SJK Powergen Limited (SJK)
GMR Coastal Energy Private Limited (GCEPL)
GMR BajoliHoli Hydropower Private Limited (GBHPPL)
GMR Chhattisgarh Energy Limited (GCHEL) (formerly called GMR
Chhattisgarh Energy Private Limited)
GMR Londa Hydropower Private Limited (GLHPPL)
GMR Kakinada Energy Private Limited (GKEPL)
EMCO Energy Limited (EEL)
Delhi International Airport Private Limited (DIAL)
Delhi Aerotropolis Private Limited (DAPL)
East Delhi Waste Processing Company Private Limited (EDWPCPL)
GMR Hyderabad International Airport Limited (GHIAL)
Hyderabad Menzies Air Cargo Private Limited (HMACPL)
Hyderabad Airport Security Services Limited (HASSL)
GMR Hyderabad Airport Resource Management Limited (GHARML)
GMR Hyderabad Aerotropolis Limited (GHAL)
GMR Hyderabad Aviation SEZ Limited (GHASL)
GMR Hyderabad Multiproduct SEZ Limited (GHMSL)
GMR Hotels and Resorts Limited (GHHL)
Gateways for India Airports Private Limited (GFIAPL)
GMR Highways Limited (GMRHL)
GMR TuniAnakapalli Expressways Private Limited (GTAEPL)
GMR TambaramTindivanam Expressways Private Limited (GTTEPL)
GMR Ambala Chandigarh Expressways Private Limited (GACEPL)
GMR Jadcherla Expressways Private Limited (GJEPL)
GMR Pochanpalli Expressways Limited (GPEL)
GMR Ulundurpet Expressways Private Limited (GUEPL)
GMR Hyderabad Vijayawada Expressways Private Limited (GHVEPL)
GMR Chennai Outer Ring Road Private Limited (GCORRPL)
GMR OSE HungundHospet Highways Private Limited (GOSEHHHPL)
GMR Krishnagiri SEZ Limited (GKSEZL)
Advika Properties Private Limited (APPL)
Aklima Properties Private Limited (AKPPL)
Amartya Properties Private Limited (AMPPL)
Baruni Properties Private Limited (BPPL)
Camelia Properties Private Limited (CPPL)
Eila Properties Private Limited (EPPL)
Gerbera Properties Private Limited (GPPL)
Lakshmi Priya Properties Private Limited (LPPPL)
Honeysuckle Properties Private Limited (HPPL)
Idika Properties Private Limited (IPPL)
Krishnapriya Properties Private Limited (KPPL)
Nadira Properties Private Limited (NPPL)
Prakalpa Properties Private Limited (PPPL)
Purnachandra Properties Private Limited (PUPPL)
Shreyadita Properties Private Limited (SPPL)
Sreepa Properties Private Limited (SRPPL)
Bougianvile Properties Private Limited (BOPPL)
GMR Corporate Center Limited (GCCL)*
GMR Gujarat Solar Power Private Limited (GJSPPL) (Formerly GMR Campus
Private Limited)
GMR Headquarters Private Limited (GHDPL)*
GMR Airports Holding Limited (GAHL)
GMR Corporate Affairs Private Limited (GCAPL)
GMR SEZ and Port Holdings Private Limited (GSPHPL)
GMR Aviation Private Limited (GAPL)
Dhruvi Securities Private Limited (DSPL)
Himtal Hydro Power Company Private Limited (HHPCPL)
GMR Upper Karnali Hydro Power Limited (GUKHL)
GMR Energy (Mauritius) Limited (GEML)
GMR Lion Energy Limited (GLEL)
GMR Energy (Cyprus) Limited (GECL)
GMR Energy (Netherlands) BV (GENBV)
PT Unsoco (PT)
PT Dwikarya Sejati Utma (PTDSU)
PT Duta Sarana Internusa (PTDSI)
PT Barasentosa Lestari (PTBL)
Lion Energy Tuas Pte Limited (LETPL)****
GMR Infrastructure (Mauritius) Limited (GIML)
GMR Infrastructure (Cyprus) Limited (GICL)
GMR Infrastructure Overseas Sociedad Limitada (GIOSL)
GMR Infrastructure (UK) Limited (GIUL)
GMR International (Malta) Limited (GMRIML)
GMR Infrastructure (Global) Limited (GIGL)
GMR Infrastructure (Singapore) Pte Limited (GISPL)
GMR Energy (Global) Limited (GEGL)
Island Power Intermediary Pte Limited (IPIPL)
Island Power Company Pte Limited (IPCPL)
Island Power Supply Pte Limited (IPSPL)
Homeland Energy Group limited (HEGL)**
Homeland Energy Corp. (HEC)***
Homeland Mining & Energy SA (Pty) Limited (HMEP)***
Homeland Energy (Swaziland) Pty Limited (HESPL)***
Homeland Mining & Energy (Botswana) (Pty) Limited (HMEBPL)***
Homeland Coal Mining (Pty) Limited (HCMPL)***
Ferret Coal Holdings (Pty) Limited (FCHPL)***
Wizard Investments (Pty) Limited (WIPL)***
Ferret Coal (Kendal) (Pty) Limited (FCKPL)***
Manoka Mining (Pty) Limited (MMPL)***
Corpclo 331 (Pty) Limited (CPL)***
GMR Maharashtra Energy Limited (GMEL)
GMR Bundelkhand Energy Private Limited (GBEPL)
GMR Uttar Pradesh Energy Private Limited (GUPEPL)
GMR Hosur Energy Limited (GHEL)
Karnali Transmission Company Private Limited (KTCPL)
Marsyangdi Transmission Company Private Limited (MTCPL)
GMR Indo-Nepal Energy Links Limited (GIELL)
GMR Indo-Nepal Power Corridors Limited (GIPCL)
Aravali Transmission Service Company Limited (ATSCL)
Maru Transmission Service Company Limited (MTSCL)
GMR Energy Projects (Mauritius) Limited (GEPML) (Formerly GMR Energy
Investments (Mauritius) Limited)
Hyderabad Duty Free Retail Limited (HDFRL)
GMR Airport Developers Limited (GADL)
GADL International Limited (formerly GADL (Isle of Man) Limited) (GADL
IL)
GADL (Mauritius) Limited (GADLML)
Deepesh Properties Private Limited (DPPL)
Larkspur Properties Private Limited (LPPL)
Padmapriya Properties Private Limited (PPPL)
Kakinada SEZ Private Limited (KSEZL)
GMR Power Infra Limited (GPIL)
GMR Male International Airport Private Limited (GMIAPL)
GMR Infrastructure Investments (Singapore) Pte Ltd (GIISPL)
GMR Airport Handling Services Company Limited (GAHSCL)
Enterprises where significant influence exists
Istanbul Sabiha Gocken Uluslararasi Hvalimani Yer Hizmetleri Anonim
Sirketi (SGH)
Rampia Coal Mine and Energy Private Limited (RCMEPL)
MAS GMR Aerospace Engineering Company Limited (MGAECL)
TVS GMR Aviation Logistics Limited (TGALL)
Asia Pacific Flight Training Academy Limited (APFTAL)
Limak GMR Construction JV (LGCJV)
Celebi Delhi Cargo Terminal Management India Private Limited (CDCTMIPL)
Delhi Cargo Service Centre Private Limited (DCSCPL)
Delhi Aviation Services Private Limited (Formerly DIAL Cargo Private
Limited (DCPL))
Travel Food Services (Delhi T3) Private Limited (TFSDPL)
Devyani Food Street Private Limited (DFSPL)
Delhi Select Services Hospitality Private Limited (DSSHPL)
Wipro Airport IT Services Private Limited (WAISPL)
TIM Delhi Airport Advertisement Private Limited (TDAAPL)
LGM Havalimani Isletmeleri Ticaret Ve Turizm Anonim Sirketi (LGM)
Delhi Airport Parking Services Private Limited (DAPSPL)
MAS GMR Aero Technique Limited (MGATL)
Tshedza Mining Resource (Pty) Limited (TMRPL) ***
Nhalalala Mining (Pty) Ltd (NMPL) ***
Delhi Duty Free Services Private Limited (DDFSPL)
Delhi Aviation Fuel Facility Private Limited (DAFFPL)
Welfare Trust of GMR Infra Employees (WTGIE)
GMR Varalakshmi Foundation (GVF)
Joint Ventures Istanbul Sabiha Gokcen Uluslarasi Havalimani Yatirim
Yapim Ve Isletme Anonim Sirketi (ISG)
Fellow Subsidiaries (Where transactions have taken place )
Raxa Security Services Limited (RSSL)
GMR Bannerghatta Properties Private Limited (GBPPL)
GMR Projects Private Limited (GMRPPL)
Ideaspace Solutions Limited (ISL)
Rajam Enterprises Private Limited (REPL)
Grandhi Enterprises Private Limited (GREPL)
GMR Holdings (Malta) Limited (GHML)
GMR Holdings (Overseas) Limited (GHOL)
GMR Holdings Overseas (Investments) Limited (GHOIL)
Key management personnel and their relatives
Mr. G.M.Rao (Chairman)
Mrs. G.Varalakshmi
Mr. G.B.S.Raju (Managing Director) (Resigned w.e.f May 12, 2010)
Mr. Kiran Kumar Grandhi (Director)
Mr. Srinivas Bommidala (Director) (Managing Director w.e.f. May 24,
2010)
Mr. B.V.Nageswara Rao (Director)
Mr. O Bangaru Raju (Director)
* Ceases to be a subsidiary during the year.
** Became subsidiary during the year.
*** Consequent to further investments in HEGL during the year.
**** Wound up during the year.
Note: The information disclosed based on the names of the parties as
identified by the management.
6. Office premises and equipments for EPC division of the Company are
obtained on operating lease. The lease rent paid during the year is Rs.
82,997,598 (2010: Rs. 17,869,727). Office premises are obtained for a
lease term of eleven months and renewable as mutually agreed between
the parties. The equipments are taken on hire on need basis. There is
no escalation clause in the lease agreement. There are no restrictions
imposed by lease arrangements. There are no subleases.
7. Information on Joint Ventures as per Accounting Standard – 27
The Company directly holds 35% of the equity shares of Istanbul Sabiha
Gokcen Uluslararasi Havalimani Yatirim Yapim Ve Isletme Anonim Sirketi
(ISG) and 5% of the equity shares of ISG through its subsidiary
company. ISG is incorporated in Turkey and is involved in development
of airport infrastructure.
The Company''s share of the assets, liabilities, income and expenses of
the jointly controlled entity basis an equity investment of 40%
(including 5% held indirectly through subsidiaries) are as follows at
31st March 2011:
8. Based on information available with the Company, there are no
suppliers who are registered as micro, small or medium enterprises
under ''The Micro, Small and Medium Enterprises Development Act, 2006
as at March 31, 2011, which has been relied upon by the auditors.
9. Additional information pursuant to paragraph 3, 4, 4A, 4B, 4C and
4D of part II of Schedule VI of the Companies Act, 1956.
10. Pursuant to a restructuring, to facilitate expansion of the energy
business both in India as well as globally, the Company has transferred
its entire shareholding in GMR Energy Limited (''GEL'') to GMR Renewable
Energy Limited, a subsidiary of the Company, at cost.
11. The investment by GEL in equity shares / preference shares of the
following subsidiary Companies has been funded by the Company against
an agreement to pass on any benefits or losses out of investments by
GEL to the Company and has approved by Board of Directors of both the
Companies.
12. Pursuant to the resolutions passed at the Meeting of the Management
Committee of the Board of Directors held on April 21, 2010, 225,080,390
equity shares of face value of Re.1 each have been allotted to
Qualified Institutional Buyers at a premium of Rs.61.20 per share on
April 21, 2010 aggregating to Rs.14,000,000,258.
13. Consequent to the approval of the shareholders in their Annual
General Meeting held on August 31, 2009, the Board of Directors had
fixed record date October 5, 2009 for sub-division of equity shares of
the Company of Rs. 2 each into 2 equity shares of Re. 1 each.
14. The Company has given an interest free loan of Rs. 1,150,000,000
(2010: Nil) to Welfare Trust of GMR Infra Employees. Based on the
audited financial statements as at March 31, 2011, the trust has
utilised the proceeds of the loan received from the Company in the
following manner:
15. The financial statements as at and for the year ended March 31,
2010 have been audited jointly by S.R.Batliboi & Associates and Price
Waterhouse. The financial statements as at and for the year ended March
31, 2011 have been audited by S.R. Batliboi& Associates.
16. Previous year''s figures have been regrouped where necessary to
conform to this year''s classification.
|