Contents Overcoming Challenges with Courage and Determination 2
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OVERVIEW 1 CONTENTS OVERCOMING CHALLENGES WITH COURAGE AND DETERMINATION 2 CORPORATE INFORMATION 4 BOARD OF DIRECTORS 5 COMPANY AT A GLANCE 6 MESSAGE FROM THE CHAIRMAN 8 MESSAGE FROM THE MANAGING DIRECTOR 10 DERIVING STABILITY BY BUILDING ON OUR COMPETENCIES 12 COUNTERING CHALLENGES THROUGH PRUDENT BUSINESS STRATEGIES 13 CONSOLIDATED FINANCIAL HIGHLIGHTS 14 AN OVERVIEW OF OUR PROJECT PORTFOLIO 15 MANAGEMENT DISCUSSION AND ANALYSIS 16 DIRECTORS’ REPORT 30 REPORT ON CORPORATE GOVERNANCE 60 CONSOLIDATED FINANCIAL STATEMENT 71 STANDALONE FINANCIAL STATEMENT 140 Gammon Infrastructure Projects Limited Annual Report 2017-18 2 OVERVIEW Overcoming Challenges With Courage and Determination Gammon Infrastructure Projects Limited Annual Report 2017-18 OVERVIEW 3 A slow pace of execution and unwarranted delays in We are strengthening our long-term prospects infrastructure projects have resulted in sizeable cost and persistently building on our fundamentals. over-runs, impairing the financial liquidity of the sector. Having put in place austerity measures, we are Nevertheless, at Gammon Infrastructure Projects Limited reinventing our business model to support our (GIPL), we continue to strive through these obstacles. strength. This includes the proactive divestment of assets, focussing on project execution, and aligning This past year has tested our resilience, but has also new bids to support our strong domain expertise. proven our potential to overcome these challenges. Government interventions to stimulate the sector’s Persistently focusing on the consolidation and execution recovery will lend a hand to our initiatives. Looking of projects has helped us to sustain our position in the ahead, we are confident that our long-term market. Meanwhile, to counter this testing times, we performance will remain strong, and will re-bound continue to improve our operational efficiency and cost to deliver considerable value for our stakeholders. control across all functions and activities. Gammon Infrastructure Projects Limited Annual Report 2017-18 4 OVERVIEW Corporate Information Board of Directors Internal Auditor Mr. Sushil Chandra Tripathi M/s. Nitin H. Rajda & Co. Chairman & Independent Director Chartered Accountants Mr. Naresh Sasanwar Mr. Kishor Kumar Mohanty Chief Financial Officer Managing Director appointed on February 14, 2018 Mr. Kaushal Shah Mr. Abhijit Rajan Company Secretary & Compliance Officer Non-Executive Director appointed on February 14, 2018 upto May 7, 2018 Mr. Kaushik Chaudhuri Ms. Homai A Daruwalla Chief Financial Officer upto February 14, 2018 Independent Director Registered Office Mr. Sanjay Sachdev Gammon House, Veer Savarkar Marg, Independent Director Prabhadevi, Mumbai – 400 025 Telephone: +91 22 6111 4000 Fax: +91 22 2430 0221 Mr. Vardhan Dharkar Website: www.gammoninfra.com Non-Executive Director Corporate Office Orbit Plaza, 5th Floor, Mr. Chayan Bhattacharjee Plot No. 952 / 954, Non-Executive Director New Prabhadevi Road, Prabhadevi, appointed on June 13, 2018 Mumbai – 400 025 Telephone: +91 22 6748 7200 Fax: +91 22 6748 7201 Auditors M/s. Nayan Parikh & Co. Registrar and Share Chartered Accountants Transfer Agent Link Intime India Private Limited, C-101, 247 Park, L. B. S. Marg, Gandhi Nagar, Vikhroli West, Mumbai – 400 083 Tel. No.: 022-4918 6000 Fax No.: 022-4918 6060 Gammon Infrastructure Projects Limited Annual Report 2017-18 OVERVIEW 5 Board of Directors Mr. Sushil Chandra Tripathi Mr. Kishor Kumar Mohanty Mr. Abhijit Rajan Chairman & Independent Managing Director Non-Executive Director Director A retired officer of the An engineer with an A successful Industrialist Indian Administrative MBA degree in Finance with over three decades of Service with over 38 years & Marketing from XIM business experience. of experience at senior (Bhubaneshwar) and AMP levels in the State and from Harvard Business His zeal and vision is Central Governments. School, Boston with driving the Gammon Group over three decades of of Companies. He is also the Chairman of managerial experience in the Audit Committee. various capacities. Ms. Homai A. Daruwalla Mr. Sanjay Sachdev Mr. Vardhan Dharkar Mr. Chayan Bhattacharjee Independent Director Independent Director Non-Executive Director Non-Executive Director A Chartered Accountant He has a Master’s Degree in A Science Graduate and a He has done Diploma in with over three decades international Management Chartered Accountant with Financial Management of experience in the from USA and a Degree in over 28 years of experience from Mumbai University banking sector. Law from the University of in areas of Finance, and is a Civil Engineer with Bombay. He is a Certified Accounting, Taxation, rich experience in Civil EPC Financial Planner with Controls, Compliance Risk & Business in various sectors over three decades of General Management. such as bridges, roads, international experience. cooling tower and chimneys, irrigation and pipelines. Gammon Infrastructure Projects Limited Annual Report 2017-18 6 OVERVIEW Company at a Glance Gammon Infrastructure Projects Limited is a pan-India infrastructure project development company with a diverse portfolio across road, power and port sector. The Company derives its strength from its multi-segment presence in the infrastructure sector, two decadal experience and technical expertise. The Company has a well-strategised business model with presence in the following areas of infrastructure development. OFFERINGS Participation in projects Provides services in areas based on BOT, BOOT, BOO, of project development EPC and other PPP models. including operations & maintenance and project advisory services. Gammon Infrastructure Projects Limited Annual Report 2017-18 OVERVIEW 7 OUR PAN INDIA PRESENCE Tidong Hydroelectric Patna Muzaffarpur Sikkim Hydroelectric Youngthang Hydroelectric Sidhi Singrauli Duburi Chandikhole Pravara Mumbai Offshore Co-Generation Container Vizag Seaport Godavari Vijayawada Bridge Gundugolanu POWER PROJECT ROAD / BRIDGE PROJECT PORT PROJECT PORTFOLIO The current portfolio of the Company (after the divestment Presence across Indian of 6 projects – 5 operational and 1 under development) States comprises of 4 operational assets and 7 projects under different stages of development. The Company’s projects are spread across 7 states in India. 07 Years of Experience Total Projects Team Size 17 11 263 Gammon Infrastructure Projects Limited Annual Report 2017-18 8 OVERVIEW Message from the Chairman Dear Shareholders, It gives me great pleasure to connect with you through the Annual Report. FY 2018 was indeed a challenging year, as the industry continued experiencing multiple headwinds, including persistent project delays and higher borrowing costs. These restraints wedged the execution of ongoing projects within the industry significantly, and your Company’s experience was no exception. It is an undeniable fact that India needs substantial amounts of new infrastructure, given its growing ambitions and vast areas of underdeveloped regions. Past records indicate a snail’s pace in infrastructure development. There are several initiatives to change this in play, but the main question is to see how well the Gammon Infrastructure Projects Limited Annual Report 2017-18 OVERVIEW 9 Our journey till date has been very challenging. However, I am confident that our core values will provide us with adequate strength to face them. execution of our planned projects pans out. Our journey till date interest in infusing fresh capital and refinancing the existing has been very challenging. However, I am confident that our debt of the subsidiaries, which would help these projects in core values will provide us with adequate strength to face them. achieving sustainability in the near future. Your company has been passing through a financial turbulence that is part and parcel of the overall sluggishness in the sector, The Company has successfully completed the arbitration and the mismatch of cashflows has resulted in the erosion of process under the Society for Affordable Redressal of Disputes our profitability. (SAROD) in one of its road project companies, namely; Patna Buxar Highways Limited (PBHL), which was sold in March 2016. The key challenges surrounding the business continue to persist. The slow pace of execution of existing projects The positive response received from Bankers for funding road due to several regulatory issues and delay in settlement of projects, the funds expected from Arbitration proceedings contractual issues, continue to persist. This has resulted in the and successful resolution plan in one of the SPVs will help the elongated working capital cycles with creating difficulty in debt operational projects for further development in operational servicing. Further, the ballooning financial costs have impaired sectors. financial liquidity. Given the financial stress in the industry, the infrastructure sector is witnessing limited support from the Fortunately, with time, the Indian infrastructure industry is financial institutions and banks. beginning to witness multiple changes at a breakneck pace. In the last few years, the government has made its intent for Delay in execution of projects and cost overruns on account of infrastructure development clear, and is investing heavily for delayed decision of resolution, external environment and delay developing a first world country of the future. With a resolve in decision-making process, the issues faced by the road, ports to accelerate the creation of core infrastructure, the country and power