1. CORPORATE INFORMATION
GPT Infraprojects Limited (the Company) is a listed public company
domiciled in India and incorporated under the provisions of the
Companies Act, 1956. The Company is primarily engaged in Construction
Activities for Infrastructure projects. Besides, the company is also
engaged in Concrete Sleeper Manufacturing business and Wind Mill Power
(a) Terms/rights attached to equity shares
i. The company has only one class of equity shares having par value of
Rs 10/- each. Each holder of equity shares is entitled to one vote per
share. The company declares and pays dividends in Indian rupees. The
dividend proposed by the Board of Directors is subject to the approval
of the shareholders in the general meeting.
ii. The amount of per share dividend recognised as distribution to
equity shareholders is Rs 1.50 (Rs 1.25) for the year.
iii. In the event of winding-up of the Company, the equity shareholders
shall be entitled to receive remaining assets of the Company. The
distribution will be in proportion to the number of equity shares held
by the shareholders.
(e) Terms of conversion and rights of CCPS
i. The Company had issued CCPS in earlier years. CCPS carry dividend
in the range of 2%-6%. The company declares and pays dividends in
foreign currency. The dividend proposed by the Board of Directors is
subject to the approval of the shareholders in the General Meeting. The
CCPS does not carry any voting rights.
ii. Each holder of CCPS can opt to convert its CCPS into equity share
at anytime on or before 18 months from the date of allotment of CCPS.
If the holder exercises its conversion option, the Company will issue
one equity share for each CCPS held. Such equity shares and CCPS are
subject to lock in for one year from the date of allotment of CCPS.
2.1 Term Loan from bank in indian rupees is secured by first charge on
all present and future goods, movable property including plant and
machinery and other fixed assets, book debts, stock of raw materials,
stores, process/finished stocks and all current assets of the company''s
concrete sleeper division at panagarh and personal guarantees of three
directors and two relatives. The loan outstanding as on 31st March 2011
is repayable in 5 equal quarterly installments and carries interest @
8% - 14.50% p.a.
2.2 Term Loans in foreign currency (external commercial borrowing) from
bank is secured by first charge of equipments purchased against such
loans and personal guarantees of three directors and one relative. The
loan is repayable in 8 quarterly equal installments of Rs 63.95 lacs
(USD 1.25 lacs) each after 27 months from the date of disbursement
(commencing February 26, 2013) and carries interest @ Libor (3 months)
2.3 Term loans in indian rupees from others is secured by first/sole
charge on immovable & movable assets and receivables of wind power unit
of the Company and personal guarantees of three Directors. The
outstanding loan is repayable in 2 installments of Rs 35.00 lacs and Rs
33.00 lacs on 30th June 2012 and 30th September 2012 respectively and
carries interest @ 8% p.a.
2.4 Deferred Payment Credits are secured by first charge of equipments
purchased against such loans and personal guarantees of two Directors.
The outstanding loan amount is repayable in monthly installments and
the amount repayable within one year is Rs 321.28 lacs, between 1 - 2
years is Rs 213.98 lacs and between 2 - 3 year is Rs 201.83 lacs. The
loan carries interest @ 8% - 12% p.a.
3.1 Cash credit, loan for working capital, packing credit loan and
Foreign Currency Loan are secured by (a) First Hypothecation charge on
current assets of the Company on pari pasu basis under consortium
banking arrangement. (b) First Hypothecation charge on all movable
fixed assets (excluding those assets financed out of term loan/lease
finance from Banks/Financial Institutions) of the Company on pari pasu
basis under consortium banking arrangement. (c) Personal Guarantee of
three promoter directors of the Company and two relatives and (d)
Corporate guarantee and equitable mortgage of land owned by GPT
Developers Limited (formerly Tantia Medical Services Private Limited).
All the charges created in favour of the Lenders for Cash Credit,
Packing Credit Loan and Working Capital facilities rank pari passu
3.2 Cash Credit carry interest @ 13.25% to 13.75% p.a. and are
repayable on demand.
3.3 Loan for working capital carry interest @ 11.50% to 13.00% p.a. and
is repayable within 6 months from the balance sheet date.
3.4 Packing Credit Loan carry interest @ 11.50% p.a. and is repayable
within 2 months from the balance sheet date.
3.5 Foreign currency loan carry interest @ 4.18% to 7.60% p.a. and is
repayable within 12 months from the balance sheet date.
3.6 Unsecured loan from bank in indian rupee and foreign currency are
secured by personal guarantee of three promoter directors of the
company. The interest rate and repayment terms are as follows -
a. Unsecured loan in indian rupee from bank carry interest @ 12.50% to
14.50% p.a. and Rs 1,400.00 lacs is repayable within 3 months from the
balance sheet date and Rs 93.33 lacs is repayable on demand
b. Unsecured loan in indian rupee from related party carry interest @
12% p.a. and is repayable on demand.
c. Unsecured loan in foreign currency from banks carry interest @
3.78% p.a. and is repayable within 4 months from the balance sheet
(a) Pledged with Export - Import Bank of India as security for loan
given by them to the Investee Subsidiary Company.
(b) 2,295,000 (18,500) Shares Pledged with State Bank of India as
security for loan given by them to the Investee Subsidiary Company.
(c) The Joint Ventures are in the form of AOP and hence number of
shares and face value are not applicable.
(d) The non cumulative redeemable preference shares are redeemable
after the expiry of 13 years from the date of
issue/allotment or earlier subject to the approval/consent of the
board, preference shareholders and lenders of the Investee Subsidiary
(e) The Redeemable Preference Shares are redeemable in ten equal
quarterly installments starting from December 2011.
(f) Valued at exchange rate prevailing on the date of
4. CONTINGENT LIABILITIES NOT PROVIDED FOR IN RESPECT OF:
(Rs in lacs)
Particulars As at 31st As at 31st
March 2012 March 2012
a) Outstanding bank guarantees and Letters 13,484.64 10,717.96
of Credit (Including Rs 6,518.78 Lacs
(Rs 4,174.44 Lacs) given for Joint Ventures
and Rs 368.00 Lacs (Rs 380.76) given for
b) Corporate guarantees given for
subsidiaries 1,614.24 2,215.17
c) Disputed Sales tax demands under appeal Nil 39.75
d) Disputed excise demands under appeal 98.97 93.62
(b) Further, the Company had given Rs 200.00 Lacs during 2009-10 by way
of interest free loan to M/s. GPT Employees Welfare Trust which would
be recovered from the trust on issue of the aforesaid shares to the
employees in terms of the above Scheme. The trust has refunded Rs 2.50
lacs (Rs 4.00 lacs) to the Company during the year. As per Guidance
Note on Accounting for Employee Share based Payments issued by the
Institute of Chartered Accountants of India, the above loan has been
adjusted to the extent of Rs 20.00 lacs (Rs 20.00 lacs) in equity share
capital and balance Rs 173.50 lacs (Rs 176.00 lacs) in the securities
5. SEGMENT INFORMATION
Business segment : The business segments have been identified on the
basis of the activities undertaken by the company. Accordingly, the
Company has identified the following segments:
Concrete Sleepers and Allied : Consists of manufacturing of concrete
sleepers, supply of plant & machinery and components for manufacturing
of concrete sleepers,
Infrastructure : Consists of execution of construction contracts and
other infrastructure activities, Others : Consists of electricity
generated from wind farms,
Geographical segment : The Company primarily operates in India and
therefore the analysis of geographical segment is demarcated into
Domestic and Overseas operations.
6. Derivative instruments and unhedged foreign currency exposure as on
the balance sheet date are as under :
In view of the announcement made by The Institute of Chartered
Accountants of India (ICAI) on ''Accounting for Derivatives'' the Company
has provided for losses amounting to Rs 2.64 lacs (Rs 11.00 lacs) in
respect of outstanding derivative contracts at the balance sheet date
by marking them to market in line with the principles of prudence.
Derivative Instruments/Forward Contracts outstanding as at the balance
sheet date are as follows ;-
- Forward Cover Contracts of USD 29.53 lacs (USD 30.00 lacs) on short
- Interest rate swap with call spread contracts of USD 10.00 lacs (USD
5.00 lacs) on long term borrowings
7. (a) Gratuity and leave benefit plans (AS 15 Revised)
The Company has a defined benefit gratuity plan. Every employee who has
completed five years or more of service is entitled to Gratuity on
terms not less favorable than the provisions of The Payment of Gratuity
Act, 1972. The scheme is funded.
* The Management has relied on the overall actuarial valuation
conducted by the actuary. However, experience adjustments on plan
liabilities and assets are not readily available and hence not
The Company expects to contribute Rs 24.71 lacs (Rs 24.00 lacs) in the
year 2012 - 13.
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 obligation is to be settled.
a. The estimates of future salary increase considered in actuarial
valuation, takes account of inflation, seniority, promotion and other
relevant factors, such as supply and demand in the employment market.
b. The leave liabilities are non - funded. Accordingly, information
regarding planned assets are not applicable.
8. The Company has operating leases for office and other premises
that are renewable on a periodic basis and are cancelable by giving a
notice period ranging from one month to three months. The amount of
rent expenses included in statement of profit and loss towards
operating Leases aggregate to Rs 198.34 lacs (Rs 97.27 lacs).
9. Previous year''s figures including those given in brackets have
been regrouped/re-arranged wherever considered necessary to confirm to
current years classifications in terms of note 2(b).