Dear Members,
Your Directors are pleased to present the 43rd Annual Report
of the Company and the Audited Financial Statements for the financial year ended March 31,
2023. The PDF version of the Report is also available on the Company's website
(http://gptinfra.in/investors/ annual_report.php).
1. FINANCIAL PERFORMANCE-2022-23
H in Lakh, except per share data (H1 Lakh equals H100,000)
| Particulars |
Standalone |
Consolidated |
|
2022-23 |
2021-22 |
2022-23 |
2021-22 |
| Earnings before Interest, Tax, Depreciation and Amortization
(EBITDA) |
9,637.93 |
8,849.82 |
9,206.92 |
8,791.77 |
| Less: Finance Cost |
3,679.23 |
3,825.84 |
3,742.23 |
3,898.57 |
| Depreciation & Amortization |
1,307.29 |
1,450.49 |
1,868.62 |
2,031.40 |
| Add: Share of profit of joint venture |
- |
- |
124.09 |
358.98 |
| Profit Before Tax (PBT) |
4,651.41 |
3,573.49 |
3720.16 |
3,220.78 |
| Less: Tax Expenses(Net) |
1,194.64 |
1,100.81 |
743.50 |
926.79 |
| Profit After Tax (PAT) for the year |
3,456.77 |
2,472.68 |
2,976.66 |
2,293.99 |
| Add. Other comprehensive income |
1.84 |
(9.18) |
(14.34) |
(80.48) |
| Total comprehensive income for the year |
3,458.63 |
2,463.50 |
2,962.32 |
2,213.51 |
| Net Profit attributable to Non- Controlling Interest |
- |
- |
(163.03) |
(140.02) |
| Net Profit attributable to Owners of the Company |
3,458.63 |
2,463.50 |
3,139.69 |
2,434.01 |
| Add: Surplus in statement of profit and loss brought forward |
13,784.44 |
12,048.09 |
16,677.55 |
14,970.69 |
| Add. Excess Provision for Dividend Distribution tax written
back |
- |
- |
- |
- |
| Amount available for Appropriation |
17,243.07 |
14,511.59 |
19,817.24 |
17,404.70 |
| Dividend on equity shares |
1,018.01 |
727.15 |
1,018.01 |
727.15 |
| Surplus in statement of profit and loss carried forward
Earnings Per Share : |
16,225.06 |
13,784.44 |
18,799.23 |
16,677.55 |
| Basic |
5.94 |
4.25 |
5.40 |
4.19 |
| Diluted |
5.94 |
4.25 |
5.40 |
4.19 |
2. CHANGE IN SHARE CAPITAL
During the year under review, the Company had allotted 2,90,86,000
Bonus Equity Shares of H10 each fully paid up in the ratio of 1 (One) Bonus Equity Share
for every 1 (One) Equity Share held to the eligible members whose names appearing the
Register of Member as on the Record Date November 12, 2022.
As on March 31, 2023 the Authorised Share Capital of the Company is
H60,00,00,000 and the Paid-up Capital is H58,17,20,000.
3. DIVIDEND
The Board Directors of the Company at their meeting held on January 31,
2023 had declared an Interim Dividend of H1 per equity share i.e. 10% on face value of H10
each for the financial
year ended March 31, 2023 and the same was paid to the shareholders.
The Board of Directors are now pleased to recommend a final dividend of
H1.50 per equity share i.e.15 % for the financial year 2022-23. Thus, the aggregate
dividend for the year 2022-23 is H2.50 per share i.e. 25 % and total payout will be
H1,454.30 lakhs.
The dividend pay-out is in accordance with the Company's Dividend
Distribution Policy and the same is available on the Company's website at
http://gptinfra.in/investors/corporate_ policies.php.
As per the prevailing provisions of the Income Tax Act, 1961, the
dividend, if declared, will be taxable in the hands of the
shareholders at the applicable rates. For details, shareholders are
requested to refer to the Notice of Annual General Meeting.
4. TRANSFER TO RESERVES
The Company has not transferred any amount to the General Reserve
Account during the financial year ended March 31, 2023.
5. COMPANY?S PERFORMANCE
On a consolidated basis, the revenue for the Company for the year
2022-23 was H81,373.24 Lakh, registering a growth of 19.96 % as compared to the previous
year revenue of H67,835.59 lakh. The EBITDA for the year was H9,206.92 Lakh, registering a
marginal growth of 4.72% as compared to previous year EBITDA of H8,791.77 Lakh, due to
muted operations and volatile currency fluctuations in South Africa and Ghana which led to
some mark-to-market losses in the South African business. The Profit After Tax (PAT) was
H3,139.69 Lakh in comparison to H2,434.01 Lakh, i.e. a growth of 28.99 % over the previous
year.
On a standalone basis, the revenue for the Company for the year 2022-23
was H79,718.26 Lakh, registering a growth of 18.18 % as compared to the previous year
revenue of H67,455.04 Lakh. The EBITDA for the year was H9637.93. Lakh, registering a
growth of 8.9 % over the previous year EBITDA of H8,849.82 Lakh. The Profit After Tax
(PAT) attributable to the shareholders was H3,458.15 Lakh in comparison to H2,463.50 Lakh,
i.e. a growth of 40.37 % over the previous year.
6. SEGMENT REVENUES
a. INFRASTRUCTURE BUSINESS
During the year 2022-23, this segment contributed revenue of H71,235.92
Lakh against that of H57,334.41 Lakh for the previous year.
b. CONCRETE SLEEPER BUSINESS
During the year 2022-23, this segment recorded total revenue of
H7,967.85 Lakh and H9,818.41 Lakh in comparison with the previous year amounting to
H9,448.89 Lakh and H10,003.93 Lakh for standalone and consolidated respectively.
The unexecuted order book as on April 1, 2023 is H2,276 Crores, which
represents 2.81x FY 2022-23 revenues.
7. CREDIT RATING
The long term and short term credit facilities are rated by CRISIL and
the present rating of the Company is BBB+ (Triple "B" Plus, Outlook: Stable) for
Long Term Instruments and "A2" for Short Term Instruments assigned on April 13,
2022.
8. SUBSIDIARIES AND ASSOCIATE COMPANIES
The Company has one Indian subsidiary Jogbani Highway Private Limited
and three foreign subsidiaries namely GPT Concrete Products South Africa (Pty.) Limited,
South Africa,
GPT Investments Private Limited, Mauritius and RMS GPT Ghana Limited,
Ghana. GPT - Transnamib Concrete Sleepers (Pty.) Limited, Namibia continues to be an
Associate Company. Apart from that, no other Company's subsidiaries, or associate
companies have become or ceased to be Company's subsidiaries, or associate companies. A
report on the performance and financial position of each of the subsidiaries and
associates companies as per the Act is provided as an Annexure to the consolidated
financial statement and hence not repeated here for the sake of brevity. The Company has a
policy for determining material subsidiaries in terms of Regulation 16(1) (c) of the
Listing Regulations, as amended from time to time. The policy may be accessed on the
Company's website at the link: http://www.gptinfra.in/investors/corporate_policies.php
9. CONSOLIDATED FINANCIAL STATEMENT
Pursuant to Section 129(3) of the Companies Act, 2013
("Act"), the consolidated financial statements of these Company and its
subsidiaries, associates and joint ventures, prepared in accordance with the relevant
Accounting Standard specified under Section 133 of the Act, read with Rule 7 of the
Companies (Accounts) Rules, 2014, form part of this Annual Report. Pursuant to the
provisions of the said section, a statement containing the salient features of the
financial statements of the Company's subsidiaries, associates and joint ventures in Form
AOC-1 is given in this Annual Report.
The Annual Report of the Company, containing therein its standalone and
the consolidated financial statements has been placed on the website of the Company,
http://www.gptinfra. in/investors/annual_report_subsidiaries.php. The Financial Statements
along with audit reports of the subsidiaries are available for inspection online by the
Members at the Registered Office of the Company during working days between 11.00 A.M. and
1.00 PM.. Shareholders interested in obtaining a copy of the audited financial statements
of the subsidiary companies may write to the Company Secretary at the Company's registered
office.
10. DIRECTORS? RESPONSIBILITY STATEMENT
Your Directors state that:
a) in the preparation of the annual accounts for the year ended March
31, 2023, the applicable accounting standards read with requirements set out under
Schedule III to the Act, had been followed and there are no material departures from the
same;
b) the Directors had selected such 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 March 31, 2023 and
of the profit of the Company for the year ended on that date;
c) the Directors had taken proper and sufficient care 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;
d) the Directors had prepared the annual accounts on a ‘going
concern' basis;
e) the Directors had laid down internal financial controls to be
followed by the Company and that such internal financial controls are adequate and were
operating effectively; and
f) the Directors had devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were adequate and operating
effectively.
11. CORPORATE GOVERNANCE
The Company is committed to maintain the highest standards of corporate
governance and adhere to the corporate governance requirements set out under the
provisions of the Act and SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 ("Listing Regulations"). In terms of Regulation 34 of the
Listing Regulations, a Report on Corporate Governance along with a Certificate issued by
Joint statutory Auditors of the Company, confirming compliance with the requirements of
Corporate Governance, forms a part of the Annual Report. In order to meet high corporate
governance standards, , the Audit Committee and Nomination and Remuneration Committee was
duly reconstituted and is now consisting entirely of independent directors w.e.f January
31, 2023. The Company has also appointed Mr. Kashi Prasad Khandelwal as the Lead
Independent Director.
12. MANAGEMENT DISCUSSION AND ANALYSIS
The Management Discussion and Analysis report, capturing your Company's
performance, industry trends and other material changes with respect to your Company is
presented in a separate section forming part of the Annual Report. The Report provides a
consolidated perspective of economic, social and environmental aspects material to our
strategy and our ability to create and sustain value to our key stakeholders and includes
aspects of reporting as required by Regulation 34(2)(e) read with Schedule V of the
Listing Regulations.
13. BUSINESS RISK MANAGEMENT
Pursuant to the provisions of Regulation 21 of the Listing Regulations,
the Company is not required to constitute a Risk Management Committee. The Company has
however laid down procedures to inform Board members about the risk assessment and
minimization procedures. The Company's management systems, organizational structures,
processes, standards, code of conduct, Internal Control and Internal audit methodologies
and processes that governs as to how the Company conducts its business
and manages associated risks. The Company also has in place a Risk Management Policy to
identify and assess the key risk areas. The Members of the Audit Committee monitors and
reviews the implementation of various aspects of the Risk Management Policy. Major risks
identified by the Company are systematically addressed through mitigating actions on a
continuous basis. The Company has also adopted Risk Assessment, Minimization and Control
Procedures. At present no particular risk whose adverse impact may threaten the existence
of the Company is visualized.
14. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES
In line with the requirements of the Act and Listing Regulations, your
Company has formulated a Policy on Related Party Transactions which is also available on
Company's website at http://www.gptinfra.in/investors/corporate_policies.php. The Policy
intends to ensure that proper reporting, approval and disclosure processes are in place
for all transactions between the Company and Related Parties. This Policy specifically
deals with the review and approval of Material Related Party Transactions keeping in mind
the potential or actual conflicts of interest that may arise because of entering into
these transactions. All Related Party Transactions are placed before the Audit Committee
for review and approval. Prior omnibus approval is obtained for Related Party Transactions
which are of repetitive nature and / or entered in the Ordinary Course of Business and are
at Arm's Length basis. A statement of all related party transactions is presented before
the Audit Committee on a quarterly basis, specifying the nature, value, and terms and
conditions of the transactions.
All the contracts / arrangements / transactions entered by the Company
during the financial year with related parties were in its ordinary course of business and
on an arm's length basis.
During the year, the Company had not entered into any contract /
arrangement / transaction with related parties which could be considered material in
accordance with the policy of the Company on Materiality of Related Party Transactions and
on dealing with Related Party Transactions. Since there are no material Related Party
Transactions and also all the transactions with related parties are at arm's length and
are in the ordinary course of business, no transactions are required to be reported in
Form AOC - 2.
The Company has made full disclosure of transactions with the related
parties as set out in Note of Standalone Financial Statement, forming part of the Annual
Report.
There were no materially significant related party transactions which
could have potential conflict with interest of the Company at large.
15. CORPORATE SOCIAL RESPONSIBILITY (CSR)
The Corporate Social Responsibility Committee of the Board has
formulated and recommended to the Board, a Corporate Social Responsibility Policy (CSR
Policy) indicating the activities to be undertaken by the Company, which has been approved
by the Board. The CSR Policy may be accessed on the Company's website at the link:
http://gptinfra.in/investors/corporate_ policies.php. In terms of Section 135 of the
Companies Act, 2013 read with Companies (Corporate Social Responsibility) Rules, 2014 as
amended ("CSR Rules") and in accordance with the CSR Policy, during the year
2023, the Company has spent above two percent of the average net profits of the Company
during the three immediately preceding financial years. The details are provided in the
Annual Report on CSR activities.
Annual report on CSR activities as required under the Companies
(Corporate Social Responsibility Policy) Rules, 2014 has been appended as Annexure - 1'
and forms integral part of this Report.
16. INTERNAL FINANCIAL CONTROLS
The Company has in place adequate internal financial controls with
reference to financial statements. During the year, such controls were tested and no
reportable material weaknesses in the design or operation were observed. Internal Audit is
carried out in accordance with auditing standards to review design and effectiveness of
internal control system & procedures to manage risks, operation of monitoring control,
compliance with relevant policies & procedure and recommend improvement in processes
and procedure and the report is placed in the Audit Committee.
The financial statements of the Company have been prepared in
accordance with Indian Accounting Standards (IND AS) as per the Companies (Indian
Accounting Standards) Rules, 2015 as amended from time to time notified under Section 133
of Companies Act, 2013, (the Act') and other relevant provisions of the Act. The Company
maintains all its records in ERP (SAP) System and the work flow and approvals are routed
through ERP (SAP).
The Audit Committee of the Board of Directors regularly reviews
execution of Audit Plan, the adequacy & effectiveness of internal audit systems, and
monitors implementation of internal audit recommendations including those relating to
strengthening of company's risk management policies & systems.
17. CEO & CFO CERTIFICATION
Pursuant to Regulation 17(8) read with Schedule II Part B of the
Listing Regulations, a certificate from the Chief Executive Officer and Chief Financial
Officer of the Company addressed to the Board of Directors, inter alia, confirming the
correctness of the financial statements and cash flow statements, adequacy
22 GPT Infraprojects Limited
of the internal control measures and reporting of matters to the Audit
Committee, is provided elsewhere in this Annual Report.
18. DIRECTORS AND KEY MANAGERIAL PERSONNEL
(i) In accordance with the provisions of the Act and the Articles of
Association of the Company Mr. Dwarika Prasad Tantia Tantia, Chairman & Non- Executive
Director of the Company, retires by rotation at the ensuing Annual General Meeting and
being eligible offers himself for reappointment. The Board recommends his re-appointment.
(ii) Mr. Shree Gopal Tantia, Managing Director, Mr. Atul Tantia,
Executive Director & CFO, Mr. Vaibhav Tantia, Director & COO , Mr. A. B.
Chakrabartty (resigned w.e.f 31.01.2023) & Mr. Mohit Arora (Appointed w.e.f.
01.04.2023) , Company Secretary are the Key Managerial Personnel of the Company in
accordance with the provisions of Sections 2(51), 203 of the Companies Act, 2013 read with
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including
any statutory modification(s) or re- enactment(s) thereof for the time being in force).
Brief particulars and expertise of directors seeking reappointment
together with their other directorships and committee memberships have been given in the
in the Explanatory Statement under Section 102 of the Companies Act, 2013 of the Notice of
the 43rd Annual General Meeting in accordance with the requirements of the
Listing Regulations and Secretarial Standards.
19. DECLARATION BY INDEPENDENT DIRECTORS
The Company has received declarations from all the Independent
Directors of the Company confirming that they meet the criteria of independence and that
they are not aware of any circumstance or situation, which exist or may be reasonably
anticipated, that could impair or impact their ability to discharge their duties with an
objective of independent judgment and without any external influence, pursuant to
Regulation 25 of the Listing Regulations. None of the Directors have been subjected to any
disqualification under the Act.
All the Independent Directors of your Company have been registered and
are members of Independent Directors Databank maintained by Indian Institute of Corporate
Affairs.
Out of four Independent Directors of the Company, two Independent
Directors have passed the Online Proficiency SelfAssessment Test conducted by Indian
Institute of Corporate Affair (IICA). Two Independent Directors were exempted by Indian
Institute of Corporate Affair (IICA) from appearing Online Proficiency Self-Assessment
Test, as they have fulfilled the conditions for seeking exemption from appearing for the
Online Proficiency Self-Assessment Test.
In the Board's opinion, the Independent Directors are persons of high
repute, integrity and possess the relevant expertise and experience in their respective
fields.
20. NUMBER OF MEETINGS OF THE BOARD
During the year 5 (five) Board Meetings were convened and held, the
details of which are given in the Corporate Governance Report forming part of the Annual
Report.
21. SEPARATE MEETING OF INDEPENDENT DIRECTORS
The Independent Directors are fully kept informed of the Company's
business activities in all areas. A separate meeting of Independent Directors was held on
February 8, 2023, without the attendance of Non-Independent Directors and members of the
Management. The Independent Directors reviewed the performance of Non-Independent
Directors, the Board as a whole, and the performance of the Chairman of the Company, after
considering the views of Executive Directors and NonExecutive Directors. They also
assessed the quality, quantity and timeliness of flow of information between the Company
Management and the Board that is necessary for the Board to effectively and reasonably
perform their duties. Independent Directors expressed their satisfaction on the working of
the Company, Board deliberation and contribution of the Chairman and other Directors in
the growth of the Company. All the Independent Directors were present at the Meeting.
22. COMMITTEES OF BOARD OF DIRECTORS
In compliance with the requirements of Companies Act, 2013 and Listing
Regulations, your Board had constituted various Board Committees to assist in discharging
its responsibilities. The Board has adopted charters setting forth the roles and
responsibilities of each of the Committees. The Board has constituted following Committees
to deal with matters and monitor activities falling within the respective terms of
reference:
a. MANDATORY COMMITTEES
• Audit Committee
• Nomination and Remuneration Committee
• Stakeholder's Relationship Committee
• Corporate Social Responsibility Committee
b. NON-MANDATORY COMMITTEES
• Executive Committee
Detailed composition of the above Committees, their terms of reference,
number of meetings held, attendance therein and other related details are provided in the
Corporate Governance Report forming part of the Annual Report. There has been no instance
where the Board has not accepted the recommendations of its Committees.
23. ANNUAL EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL
DIRECTORS
The Company has devised a Policy for performance evaluation of
Independent Directors, Board Committees, the Chairman and other individual Directors which
includes criteria for performance evaluation of the non-executive Directors and executive
Directors. On the basis of Policy approved by the Board for performance evaluation of
Independent Directors, Board Committees and other individual Directors, a process of
evaluation was followed by the Board for its own performance and that of its Committees
and individual Directors. The Independent Directors, in their separate meeting, evaluated
the performance of Non- Independent Directors, the Board as a whole, its Committees and
that of the Chairperson of the Company, considering the views of Executive Directors and
Non-Executive Directors. Performance evaluation of independent directors was done by the
entire board, excluding the independent director being evaluated.
The Independent Directors have expressed satisfaction at the robustness
of the evaluation process, the Board's freedom to express its views on matters transacted
at the Meetings and the openness and transparency with which the Management discusses
various subject matters specified on the agenda of meetings. Parameters and process
applied for carrying out the evaluation has been discussed in detail in the Corporate
Governance Report.
Ongoing familiarization program aims to provide insights into the
Company and the business environment to enable all the Independent Directors to be updated
of newer challenges, risks and opportunities relevant in the Company's context and to lend
perspective to the strategic direction of the Company. The details of programs for
familiarization of Independent Directors with the Company, their roles, rights,
responsibilities in the Company, nature of the industry in which the Company operates,
business model of the Company and related matters are put up on the website of the Company
and can be accessed at the link: http://www.gptinfra.in/investors/corporate_policies. php.
24. REMUNERATION POLICY
The Company has a Board approved Remuneration Policy on appointment and
remuneration of Directors, Key Managerial Personnel and Senior Management Personnel,
containing criteria for determining qualifications, positive attributes and independence
of a director.
Proviso to Section 178 (4) of the Companies Act, 2013 requires the
Company to place its Remuneration policy on its website and disclose the salient features
of such policy and changes therein, if any, along with the web address of the policy in
the Board's report. Accordingly, the Remuneration Policy of the Company has been made
available on the Company's website at
http://www.gptinfra.in/investors/corporate_policies.php.
The Remuneration Policy of the Company is appended as 'Annexure -2' to
this Report.
25. PARTICULARS OF MANAGERIAL REMUNERATION
The statement required under Section 197 (12) read with Rule 5(1) of
the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given
in 'Annexure-3' forming part of this Report. Your Directors state that none of the
Executive Directors of the Company receives any remuneration or commission from any of its
Subsidiaries.
26. PARTICULARS OF EMPLOYEES
The statement in respect of employees, as required under Section 197 of
the Companies Act, 2013, read with Rule 5(2) and 5(3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 is given in 'Annexure- 3' forming part
of this Report. In terms of the second proviso to Section 136(1) of the Act, the Report
and Accounts are being sent to the shareholders excluding the aforesaid Annexure. Any
Member interested in obtaining a copy of the said statement may write to the Company
Secretary and Compliance Officer of the Company at gil.cosec@ gptgroup.co.in.
None of the employees were receiving remuneration during the year in
excess of that drawn by the Managing Director or Whole time Director/ Executive Director
and holding by himself or along with his spouse and dependent children, not less than two
percent of the equity shares of the Company. Also, no employee other than Managing
Director or Whole Time Director/ Executive Director have been paid remuneration of more
than H1.02 crores per annum pursuant to Section 197 of the Companies Act, 2013, read with
Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014.
27. HUMAN RESOURCES:
Your Company treats its team members as one of its most important
assets. Your Company continuously invest in attraction, retention and development of
talent on an ongoing basis. Your Company believes in the promotion of talent internally
through job rotation and job enlargement and has skill upgradation plan with regular
training of the employees.
28. LISTING WITH STOCK EXCHANGES
Your Company is presently listed with BSE Limited (BSE) and National
Stock Exchange of India Limited (NSE). The details of trading, listing fees etc. are given
in the Corporate Governance Report.
29. AUDITORS AND AUDITORS? REPORT
a. Internal Auditor (s)
The Internal Auditors, S. S. Kothari Mehta & Co., Chartered
Accountants and RSM Astute Consulting Private Limited,
Kolkata conduct internal audits periodically and submit their reports
to the Audit Committee. Their Reports have been reviewed by the Audit Committee from time
to time. For FY 2023-24, RSM Astute Consulting Private Limited have been appointed as the
Internal Auditors of the Company.
b. Statutory Auditor (s)
At the 39th Annual General Meeting held on July 30, 2019,
MSKA & Associates, Chartered Accountants (Firm Registration No. 105047W), were
appointed as Joint Statutory Auditor of the Company for a term of five years to hold
office from the conclusion of 39th Annual General Meeting till the conclusion
of the 44th Annual General Meeting of the Company to be held in the calendar
year 2024.
5 N Khetan & Associates, Chartered Accountants, Joint Statutory
Auditors of the Company were appointed for a period of five years at the 38th
Annual General Meeting (AGM) held on August 21, 2018. In terms of their appointment made
at the 38th AGM, they are holding office of the Statutory Auditors up to the
conclusion of 43rd AGM of the Company and would retire at the conclusion of
forthcoming 43rd AGM. The Board of Directors on the recommendation of the Audit
Committee and subject to the approval of shareholders at the ensuing 43rd AGM
have approved the appointment of Agarwal Lodha & Co, Chartered Accountants (Firm
Registration No. 330395E) as Joint Statutory Auditors of the Company for a period of
5(five) consecutive years i.e. from the conclusion of the 43rd Annual General
Meeting till the conclusion of 48th Annual General Meeting of your Company.
The Company has received written consent(s) and certificate(s) of
eligibility in accordance with Sections 139, 141 and other applicable provisions of the
Companies Act, 2013 and Rules issued thereunder, from Agarwal Lodha
6 Co. Further, they have confirmed that they hold a valid certificate
issued by the Peer Review Board of the Institute of Chartered Accountants of India (ICAI)
as required under the Listing Regulations for being appointed as the Joint Statutory
Auditors subject to approval of shareholders at the ensuing AGM.
c. Auditors? Report
The Auditors' Report for financial year 2022-2023 on the financial
statements forms part of this Annual Report. Your Company has a policy to maintain an
unqualified audit report and therefore, the Auditors' Report does not contain any
qualification, reservation or adverse remark or disclaimer. Explanations or comments by
the Board on emphasis of matters made by the statutory auditors in their report read with
note no and note no & forming part
of the standalone and consolidated financial statements respectively,
are self-explanatory and do not call for any further comments.
30. Cost Auditors
In terms of the provisions of Section 148 of the Companies Act, 2013
read with the Companies (Cost Records and Audit), Rules, 2014 the Company is required to
get its cost record audited by a cost accountants in whole time practice. In this regard
the Board of Directors, on the recommendation of the Audit Committee, has re-appointed
S.K. Sahu & Associates, Cost Accountants, (Membership No.28234) as the Cost Auditor of
your Company to conduct the audit of cost records for the financial year 2023-24.
In terms of the provisions of Section 148(3) of the Companies Act, 2013
read with Rule 14(a)(ii) of the Companies (Audit and Auditors) Rules, 2014, the
remuneration as recommended by the Board shall be ratified by the Members. Accordingly,
requisite resolution seeking ratification of remuneration payable to the Cost Auditors for
the Financial Year 2023-24 is forming part of the notice convening the ensuing Annual
General Meeting.
Your Company has received consent from S.K. Sahu & Associates, Cost
Accountants, to act as the Cost Auditor for conducting audit of the cost records for the
financial year 202324 along with a certificate confirming their independence and arm's
length relationship.
31. Secretarial Auditor
Section 204 of the Companies Act, 2013 inter-alia requires every listed
company to annex with its Board's report, a Secretarial Audit Report given by a Company
Secretary in practice, in the prescribed form. Regulation 24A of the Listing Regulations
also prescribes similar requirements with effect from financial year ended March 31, 2019.
The Board of your Company had appointed Mr. Ashok Kumar Daga,
Practicing Company Secretary (Certificate of Practice Number 2948), as Secretarial Auditor
to conduct Secretarial Audit of the Company for the Financial Year 2022-23 and his report
in prescribed Form MR-3 is appended hereto as Annexure - 4' to this Report. There are no
qualifications, reservations or adverse remarks made by the Secretarial Auditor in his
report.
Pursuant to SEBI Circular no.CIR/CFD/CMD1/27/2019 dated February 08,
2019, Secretarial Compliance Report for the financial year 2022-23 issued by Mr. Ashok
Kumar Daga, Practicing Company Secretary is annexed herewith and marked as
‘Annexure-5' to this report. The Secretarial Compliance Report does not contain any
qualifications, reservation or adverse remarks.
None of the Auditors of the Company have reported any fraud as
specified under the second proviso of Section 143 (12) of the
Companies Act, 2013 (including any statutory modification(s) or
re-enactment(s) thereof for the time being in force), therefore no detail is required to
be disclosed under Section 134 (3)(ca) of the Act.
32. DISCLOSURES:
a. Whistle Blower Policy/ Vigil Mechanism
The Company promotes ethical behaviour in all its business activities
and has put in place a mechanism for reporting illegal or unethical behavior. The Vigil
Mechanism of the Company also incorporates a whistle blower policy in terms of the Listing
Regulations. Protected disclosures can be made by a whistle blower through an e-mail, or a
letter to the Chairman of the Audit Committee. The Policy on vigil mechanism and whistle
blower may be accessed on the Company's website at the
link:http://www.gptinfra.in/investors/corporate_policies.php.
33. Particulars of Loans given, Investments made, Guarantees given and
Securities provided
The Company has disclosed the full particulars of the Loans given,
Investments made or Guarantees given or Security provided as required under Section 186 of
the Companies Act, 2013, Regulation 34(3) and Schedule V of the SEBI (Listing Obligations
& Disclosure Requirements) Regulations, 2015 in Note 6,8 and 44 forming part of
standalone financial statement. The aggregate of Loan given, Investment made or Guarantees
given or Security provided are within the limit as prescribed under Section 186 of the
Companies Act, 2013.
34. Conservation of Energy, Technology Absorption and Foreign Exchange
Earnings and Outgo
Information on conservation of energy, technology absorption and
foreign exchange earnings and outgo as stipulated in Section 134(3) (m) of the Companies
Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is given in
'Annexure -6' hereto and forms a part of this Report.
35. Annual Return
Pursuant to the amendments to Section 134(3)(a) and Section 92(3) of
the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014,
the annual return in Form MGT-7 is available on Companies website and can be accessed at
the link: http://www.gptinfra.in/investors/ disclosure_information.php.
36. Unpaid/Unclaimed Dividend
As on March 31, 2023, the Company is having a sum of H1,61,591/-
(Previous Year H1,28,312 /-) as unpaid/unclaimed dividend lying in its Unpaid Dividend
Account with Banks. During the current financial year 2022-23 no amount remained unclaimed
and unpaid for a period of seven consecutive years,
and therefore there is no due for transfer to Investor's Education and
Protection Fund.
37. Prevention of Sexual Harassment at Workplace:
The Company has zero tolerance towards sexual harassment at the
workplace and to this end, has adopted a policy in line with the provisions of Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (POSH
Policy) and the Rules thereunder. All employees (permanent, contractual, temporary,
trainees) are covered under the said Policy. An Internal Complaints Committee has also
been set up to redress complaints received on sexual harassment.
During the year under review, there were no complaints pertaining to
sexual harassment has been received by the Company.
The Company is committed to providing a safe and conducive work
environment to all its employees and associates.
38. OTHER DISCLOSURES
a. During the year under review, the Company has not accepted any
deposit within the meaning of Sections 73 and 74 of the Companies Act, 2013 read with the
Companies (Acceptance of Deposits) Rules, 2014 (including any statutory modification(s) or
re-enactment(s) thereof for the time being in force).
b. The Company has complied with Secretarial Standards issued by the
Institute of Company Secretaries of India on Board and General Meetings.
c. The Company does not have any scheme or provision of money for the
purchase of its own shares by employees/ Directors or by trustees for the benefit of
employees/ Directors.
d. The Company has not issued equity shares with differential rights as
to dividend, voting or otherwise.
e. No significant or material orders were passed by the Regulators or
Courts or Tribunals which impact the going concern status and Company's operations in
future.
f. Other than stated elsewhere in this report, there are 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.
g. There were no frauds reported by auditors under subsection (12) of
Section 143 other than those which are reportable to the Central Government.
h. There was no revision in the financial statements.
i. There was no change in the nature of business.
j. Managing Director & CEO has not received any
remuneration or commission from any of its subsidiaries.
k. The Company does not have any scheme or provision of money for the
purchase of its own shares by employees or by trustees for the benefits of employees.
l. There were no material changes and commitments affecting financial
position of the Company between the end of the financial year and the date of this report.
39. ACKNOWLEDGEMENT
Your Directors would like to express their sincere appreciation for the
assistance and co-operation received from the Financial Institutions, Banks, Government
Authorities, Customers, Vendors, Suppliers, Contractors, Business Associates and Members
during the year under review.
Your Directors wish to place on record their sincere appreciation for
the dedicated efforts and consistent contribution made by the employees at all levels, to
ensure that the Company continues to grow and excel.
| For and on behalf of the Board of Directors |
| Dwarika Prasad Tantia |
| Chairman |
| DIN:00001341 |
| Registered office: |
| GPT Centre, JC-25, Sector-III, |
| Salt Lake, Kolkata- 700 106,West Bengal (India) |
