GVK Power & Infrastructure Limited 20th Annual Report 2013 - 2014 BOOK-POST New Terminal 2, MIAL, Mumbai GVK Jegurupadu CCPP Resources GVK Jaipur-Kishangarh Expressway If undelivered, please return to: KARVY COMPUTERSHARE PRIVATE LIMITED Unit: GVK Power & Infrastructure Limited Registrar & Share Transfer Agent Flat No. 17-24, Vittal Rao Nagar, Madhapur, Hyderabad – 500 081 Phone: 040-44655133, Fax: 040-23420814 E-mail: [email protected] New Terminal 1A, BIAL, Bengaluru Art wall, T2, MIAL, Mumbai Departure lounge, T2, MIAL, Mumbai Resources Alaknanda Hydro Electric Power Project Chek-in hall, T2, MIAL, Mumbai GVK Goindwal Sahib Power Project Art wall, T2, MIAL, Mumbai Baggage carousels, T2, MIAL, Mumbai GVK Deoli-Kota Expressway Contents Board of Directors and Corporate information 3 Gist of Standalone Accounts 4 Notice of Annual General Meeting 5 Directors Report 19 Financial Information of Subsidiary Companies 26 Report on Corporate Governance 28 Management Discussion & Analysis 40 Independent Auditor’s Report on Consolidated Accounts 47 Consolidated Balance Sheet, Profit & Loss Account 50 & 51 Consolidated Cash Flow Statement 52 Notes to Consolidated Accounts 54 Independent Auditor’s Report on Standalone Accounts 106 Standalone Balance Sheet, Profit & Loss Account 110 & 111 Standalone Cash Flow Statement 112 Notes to Standalone Accounts 114 Notes 135 Green Initiative on Corporate Governance 136 Attendance Slip & Proxy Form 139 & 140 Corporate Information Board of Directors Dr. GVK Reddy Chairman & Managing Director G Indira Krishna Reddy Director G V Sanjay Reddy Vice Chairman Krishna Ram Bhupal Director K N Shenoy Director (up to 29-05-2014) P Abraham Director Ranjana Kumar Director Ch G Krishna Murthy Director S Balasubramanian Director A Issac George Director & CFO S Anwar Additional Director (w.e.f. 14.11.2013) P V Rama Seshu General Manager & Company Secretary Committees of the Board Audit Committee Ch G Krishna Murthy Chairman P Abraham S Balasubramanian Nomination & Remuneration Committee K N Shenoy Chairman (up to 29-05-2014) P Abraham S Anwar Stakeholders Relationship Committee Ch G Krishna Murthy Chairman A Issac George S Anwar Corporate Social Responsibility Committee Dr. GVK Reddy Chairman G V Sanjay Reddy Ch G Krishna Murthy Statutory Auditors Registrar & Share Transfer Agents S R Batliboi & Associates LLP Karvy Computershare Private Limited The Oval Office, 18, ILabs Centre Plot No.17-24, Vittal Rao Nagar, Hitech City, Madhapur Madhapur, Hyderabad – 500 081 Hyderabad – 500 081 GVK Power & Infrastructure Limited Secretarial Auditor Internal Auditors M/s Narender & Associates M/s Rambabu & Co., Company Secretaries Chartered Accountants 403, Naina Residency 31, Pancom Chambers Srinivasa Nagar (East) Somajiguda, Raj Bhavan Road Ameerpet, Hyderabad – 500 038 Hyderabad - 500 082 Registered & Corporate Office ISIN “Paigah House” 156-159 INE251H01024 Sardar Patel Road Secunderabad – 500 003 Stock Code CIN BSE : 532708 L74999AP2005PLC059013 NSE : GVKPIL Standalone Financials at a glance (Rs.Lakhs) 2013-14 2012-13 Financial Performance Operational Income 2,676 3,021 EBIDTA 2,007 1,418 Other Income 3,243 2,780 Interest & Financial Charges 5,799 5,212 Depreciation 18 18 Profit After tax (2,343) (2,404) EPS (Rupees) Basic and Diluted (0.15) (0.15) Financial Position: Fixed Assets (Net of depreciation) 109 126 Cash and Bank balance 1,661 2,339 Net current assets 36,285 70,738 Total Assets 301,911 293,532 Equity 15,792 15,792 Reserves 232,053 234,396 Net worth 247,845 250,188 Market Capitalisation 174,502 147,655 4 Notice Notice is hereby given that the 20th Annual General Meeting of the members of GVK Power & Infrastructure Limited (CIN:L74999AP2005PLC059013) will be held on Wednesday, the 13th August, 2014 at 11.30 a.m. at Sri Satya Sai Nigamagamam, 8-3-987/2, Srinagar Colony, Hyderabad - 500 073 to transact the following business: Ordinary business 1. To receive, consider and adopt the Balance Sheet as at 31st March, 2014 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 Mrs. G Indira Krishna Reddy (holding DIN: 00005230), who retires by rotation and being eligible, offers herself for re-appointment. 3. To appoint M/s. S.R.Batliboi & Associates LLP, (ICAI Registration No:101049W), Chartered Accountants, Hyderabad, the retiring auditors, as Statutory Auditors of the Company to hold office from the conclusion of this Annual General Meeting to the conclusion of next Annual General Meeting on such remuneration as may be fixed by the Audit Committee and approved by the Board. 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 Mr. S Anwar (holding DIN:06454745), who was appointed as an Additional Director of the Company by the Board of Directors with effect from 14th November, 2013, in terms of section 161(1) of the Companies Act, 2013 and Article 109 of the Articles of Association of the Company and whose term of office expires at this Annual General Meeting and in respect of whom the Company has received a notice in writing from a member proposing his candidature for the office of Director, be and is hereby appointed as an Independent Director of the Company to hold office for 5 (five) consecutive years for a term up to 12th August, 2019.” 5. To consider and if thought fit, to pass with or without modification(s), the following resolution as a Special Resolution: “RESOLVED THAT pursuant to the provisions of sections 196, 197, 203 and any other applicable provisions of the Companies Act, 2013 and the Rules made thereunder (including any statutory modifications(s) or re-enactment thereof for the time being in force), read with Schedule V of the Companies Act, 2013 (corresponding to sections 198, 269, 309, 310, 316, Schedule XIII and any other applicable provisions of the Companies Act, 1956 read with Schedule XIII to the Companies Act, 1956) and based on the recommendations of the Remuneration Committee and the Board of Directors, consent of the shareholders be and is hereby accorded to the company for the re-appointment of Dr. GVK Reddy (holding DIN:00005212), as “Chairman & Managing Director” of the Company for an another period of 5 (five) years effective from 14th October, 2013, without remuneration. 6. To consider and if though fit, to pass with or without modification(s), the following resolution as a Special Resolution. “RESOLVED THAT in supersession of the Ordinary Resolution passed at the 11th Annual General Meeting held on 9th September, 2005 and pursuant to the provisions of section 180(1)(a) and other applicable provisions, if any of the Companies Act, 2013 (including any statutory modifications or amendments thereof) and Rules made there under, consent of the Shareholders be and is hereby accorded to the Board of Directors and its Committee(s), to mortgage or create charge on all or any of the immovable and movable properties (including pledge of securities held in subsidiaries/ associates) of the Company, its subsidiaries and associates where so ever situated, present and future, and /or conferring power to enter upon and to take possession of assets of the Company in certain events, to or in favour of any Bank(s) or Financial Institution(s) situated within or outside India (hereinafter referred to as “the Lenders”) to secure repayment of rupee term loans or foreign currency loans or a combination of both lend, advanced or agreed to lend and advanced by the lender(s) to the Company either jointly or severally or in any other combination thereof, as the case may be, in terms of the loan agreement(s), entered into/ to be entered into by the Company with each of the lenders for the purpose of implementation of the project(s) of the Company, its subsidiaries and associates. 7. To consider and if though fit, to pass with or without modification(s), the following resolution as a Special Resolution. “RESOLVED THAT in supersession of the Ordinary Resolution passed at the 11th Annual General Meeting held on 9th 5 GVK Power & Infrastructure Limited September, 2005 and pursuant to Section 180(1)(c) and any other applicable provisions, if any, of the Companies Act, 2013 and the Rules made thereunder (including any statutory modifications or amendments thereof), consent of the shareholders be and is hereby accorded to the Board of Directors and its Committee(s) to borrow any sum or sums of money, from time to time, not exceeding at any time, a sum of Rs. 2,000 Crores (Rupees Two Thousand Crores Only) for the purpose of business of the Company notwithstanding, that such borrowing(s), together with the monies already borrowed by the Company (apart from temporary loans, if any, obtained from the Company’s bankers in the ordinary course of business) may exceed the aggregate of the paid-up share capital and free reserves of the Company, that is to say, reserves not set apart for any specific purpose.” 8. To consider and if thought fit, to pass with or without modification(s), the following resolution as a Special Resolution: “RESOLVED THAT pursuant to the provisions of Section 14 and any other applicable provisions, if any, of the Companies Act, 2013, approval of the shareholders be and is hereby accorded to the Company to amend the Articles of Association of the Company in the following manner; i) To insert the following in place of Article 1 : The regulations contained in Table F of Schedule I of the Companies Act, 2013, shall apply to the Company in so far as they are not inconsistent with or repugnant to any of the regulations contained in the Articles of the Association of the Company.