Directors' Report
Total Page:16
File Type:pdf, Size:1020Kb
GVK POWER & INFRASTRUCTURE LIMITED 23RD ANNUAL REPORT 2016 - 2017 Terminal 2, MIAL, Mumbai GVK Deoli-Kota Expressway Alakananda HEP, Srinagar GVK Power (Goindwal Sahib) Limited Walkalator at T2, MIAL, Mumbai Contents Board of Directors and Corporate information 3 Financials at a glance 4 Notice of Annual General Meeting 5 Directors Report 10 Report on Corporate Governance 36 Management Discussion & Analysis 48 Independent Auditor’s Report on Consolidated Accounts 56 Consolidated Balance Sheet, Profit & Loss Account 62 & 63 Consolidated Cash Flow Statement 64 & 65 Notes to Consolidated Accounts 67 Independent Auditor’s Report on Standalone Accounts 141 Standalone Balance Sheet, Profit & Loss Account 148 & 149 Standalone Cash Flow Statement 150 & 151 Notes to Standalone Accounts 152 Green Initiative on Corporate Governance 189 & 190 Attendance Slip & Proxy Form 191 & 192 Annual Report 2016-17 | 1 GVK Power & Infrastructure Limited In support of the green initiatives of the Central Government and also to save trees, we sincerely urge and request the shareholders to compulsorily register their E-mail ID (as per the form provided in page no. 189) with the company/RTA. Please join us in this endeavour to reduce the usage of paper. SAVE PAPER . SAVE TREES . 2 | Annual Report 2016-17 Corporate Information Board of Directors Dr. GVK Reddy Chairman & Managing Director G V Sanjay Reddy Vice Chairman Krishna R Bhupal Director A Issac George Director & CFO Ch G Krishna Murthy Independent Director S Balasubramanian Independent Director S Anwar Independent Director K Balarama Reddi Independent Director Santha K John Independent Director P V Prasanna Reddy Director (w.e.f.11.08.2017) P V Rama Seshu AVP & Company Secretary Committees of the Board Audit Committee Ch G Krishna Murthy Chairman S Balasubramanian K Balarama Reddi Nomination & Remuneration Committee S Anwar Chairman K Balarama Reddi Ch G Krishna Murthy Stakeholders Relationship Committee Ch G Krishna Murthy Chairman A Issac George S Anwar Corporate Social Responsibility Committee G V Sanjay Reddy Chairman K Balarama Reddi Ch G Krishna Murthy Annual Report 2016-17 | 3 GVK Power & Infrastructure Limited Statutory Auditors Registrar & Share Transfer Agents S R Batliboi & Associates LLP Karvy Computershare Private Limited The Oval Office, 18, ILabs Centre Karvy Selenium Tower B, Plot 31-32 Hitech City, Madhapur Gacchibowli, Financial District, Hyderabad – 500 081 Nanakramguda, Hyderabad – 500 032 Secretarial Auditor Internal Auditors M/s Narender & Associates Rambabu & Co Company Secretaries Chartered Accountants 403, Naina Residency, Srinivasa Nagar(East) H.O.: 31, Pancom Chambers Ameerpet, Hyderabad – 500 038 Rajbhavan Road, Hyderabad - 500 082 Registered & Corporate Office “Paigah House” 156-159 Sardar Patel Road Secunderabad – 500 003 Stock Code BSE : 532708 NSE : GVKPIL ISIN INE251H01024 CIN L74999AP2005PLC059013 Financials at a glance (Rs. Lakhs) Standalone Consolidated 2016-17 2015-16 2016-17 2015-16 Financial Performance Operational Incomes 2,816 2,718 351,647 320,687 EBIDTA (25,767) (9,678) 115,632 117,133 Other Income 5,151 3,998 53,266 51,002 Finance Costs 5,176 5,321 189,037 165,076 Depreciation 13 16 66,867 54,896 Loss from ordinary activities (25,805) (11,017) (87,006) (51,837) Share of profit of associate - - 23,464 18,206 Share of loss of jointly controlled entity - - (65,094) (27,094) Loss before tax (25,805) (11,017) (128,636) (60,725) Tax expense/(credit) 1,296 1,340 5,727 7,994 Non - controlling interest - - (4,135) (4,039) Loss for the year (27,101) (12,357) (130,228) (64,680) Other comprehensive income, net (1) - (287) 124 Total comprehensive income (27,102) (12,357) (130,515) (64,556) EPS (Rupees) : Weighted Avergage no. of Equity Shares 1,579,210,400 1,579,210,400 1,579,210,400 1,579,210,400 Basic and Diluted (1.72) (0.78) (8.25) (4.10) Financial Position: Fixed Assets (Net of depreciation) 48 63 1,559,023 1,599,528 Cash and Bank balance 16 89 102,783 90,616 Net current assets (36,923) 9,678 (498,130) (390,037) Total Assets 225,968 252,789 2,063,123 2,239,967 Equity 15,792 15,792 15,792 15,792 Other equity 160,925 188,027 (45,476) 84,328 Net worth 176,717 203,819 (29,684) 100,120 Market Capitalisation 93,963 107,860 93,963 107,860 4 | Annual Report 2016-17 Notice Notice is hereby given that the 23rd Annual General Meeting of the members of GVK Power & Infrastructure Limited (CIN:L74999AP2005PLC059013) will be held on Wednesday, the 27th September, 2017 at 11:30 a.m. at Sri Satya Sai Nigamagamam, 8-3-987/2, Srinagar Colony, Hyderabad - 500 074 to transact the following business: ORDINARY BUSINESS: 1. To receive, consider and adopt the Balance Sheet as at 31st March, 2017 and the Profit and Loss Account for the year ended on that date and the Report of the Directors and the Auditors thereon. 2. To appoint a Director in place of G V Sanjay Reddy (DIN 00005282), who retires by rotation and, being eligible, offers himself for re-appointment. 3. To appoint statutory auditors and fix their remuneration. “RESOLVED THAT pursuant to the provisions of Sections 139, 142 and other applicable provisions, if any, of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, as may be applicable, and based on the recommendations of the Audit Committee and the Board of Directors approval of the Members be and is hereby accorded to the appointment of M/s Price Waterhouse Chartered Accountants LLP (Firm Registration No. 012754N/N500016), as Statutory Auditors of the Company, in place of M/s. S R Batliboi & Associates LLP, Chartered Accountants (Firm Registration No. 101049W), whose term has been completed (including the transitional period) in terms of section 139(1) of the Act, to audit the books of accounts and other financial statements of the Company from the financial year 2017-18 onwards, for a period of 5 years, so as to hold office from the conclusion of this 23rd Annual General Meeting (AGM) until the conclusion of the 28th AGM, and subject to ratification by Members every year, hereafter, at such remuneration and out of pocket expenses, as may be decided by the Audit Committee and Board of Directors of the Company.” SPECIAL BUSINESS: 4. To consider and, if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution: “RESOLVED THAT pursuant to the provisions of Section 149 of the Companies Act, 2013 and the rules made thereunder and the Articles of Association of the Company, P V Prasanna Reddy (DIN: 01259482) who was appointed as an Additional Director (Non-Executive & Non- Independent) of the Company by the Board of Directors with effect from 11th August, 2017 and who holds office until the date of the AGM in terms of Section 161 of the Companies Act, 2013 be and is hereby appointed as a Director of the Company whose office is liable to retire by rotation.” “RESOLVED FURTHER THAT P V Rama Seshu, AVP & Company Secretary of the Company be and is hereby authorised to intimate the concerned Regulatory Authorities for giving effect to this resolution.” By order of the Board Place : Hyderabad P V Rama Seshu Date : August 11, 2017 AVP & Company Secretary Annual Report 2016-17 | 5 GVK Power & Infrastructure Limited Notes 1. Every Member entitled to attend and vote at the meeting is entitled to appoint a Proxy to attend and vote instead of himself and such Proxy need not be a member of the Company. A person can act as Proxy on behalf of the members not exceeding fifty (50) and holding in the aggregate not more than ten percent of the total share capital of the Company. 2. Duly filled in Proxy form must be deposited at the Registered Office of the Company before 48 hours of the time fixed for holding the meeting. 3. The Register of Members and Share Transfer Books of the Company will remain closed from 25-09-2017 to 27-09-2017 (both days inclusive). 4. Members are requested to: i) Note that as a measure of austerity, copies of Annual Report will not be distributed at the Annual General Meeting. ii) Deliver duly completed and signed Attendance Slip at the entrance of the meeting venue, as entry to the Auditorium will be strictly on the basis of the entry slip, available at the counters at the venue to be exchanged with the attendance slip. iii) Quote the Folio / Client ID & DP ID Nos. in all their correspondences. iv) Note that due to strict security reasons brief cases, eatables and other belongings are not allowed inside the auditorium. v) Note that no gifts / compliments / coupons will be distributed at the Annual General Meeting. vi) Corporate members intending to send their authorized representatives are requested to send a duly certified copy of the Board resolution authorizing their representatives to attend. vii) Members are requested to notify immediately changes, if any, in their addresses, in respect of the physical shares held by them, to the Company, and to their Depository Participants (DP) in respect of shares held in the dematerialized form. 5. Members desirous of getting any information on any items of business of this Meeting are requested to address their queries to P V Rama Seshu, AVP & Company Secretary at the Registered Office of the Company at least ten days prior to the date of the meeting, so that the information required can be made available at the meeting. 6. Additional information, pursuant to Regulation 36 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, in respect of the directors seeking appointment and re-appointment at the AGM, is furnished as part of Corporate Governance Report.