Annual Report 2007-2008
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Annual Report 2007-2008 DIRECTORS’ REPORT Your Directors have pleasure in presenting their 86th Annual Report together with the Audited Accounts of the Company for the year ended 31st March, 2008. 1. FINANCIAL PERFORMANCE: Current Year Previous Year 2007-08 2006-07 Rs. in Crores Rs. in Crores The Profit for the year before providing Depreciation and Taxation amounted to: 185.55 178.28 From which is to be deducted: Depreciation 46.21 35.22 Profit Before Taxation 139.34 143.06 Provision for Taxation: — Current Tax 50.12 40.10 — Deferred Tax (0.75) 3.40 — Fringe Benefit Tax 1.65 1.20 51.02 44.70 Profit After Tax 88.32 98.36 Add/(Less) Excess/(Short) Provision of taxation for earlier years (2.19) (53.88) Net Profit After Prior Year Tax Charge 86.13 44.48 Profit Brought Forward from last year 111.58 102.82 Profit Available For Appropriation 197.71 147.30 Less: Amount Transferred to General Reserve (14.95) (10.00) Amount Transferred from Debenture Redemption Reserve 13.75 — Amount Transferred to Debenture Redemption Reserve (11.51) (10.71) Amount Transferred to Special Contingency Reserve (20.00) (10.00) Proposed Dividend (4.34) (0.87) Interim Dividend — (3.50) Tax on Dividend (0.74) (0.64) (37.79) (35.72) Balance Carried to Balance Sheet 159.92 111.58 Your Company achieved a Turnover of Rs. 2,340.84 Crores (excluding Company’s share of turnover in Joint Venture aggregating to Rs. 172.90 Crores) during the year ended 31st March, 2008 as compared to a Turnover of Rs. 1,844.84 Crores (excluding Company’s share of turnover in Joint Venture aggregating to Rs. 239.49 Crores) for the previous year ended 31st March, 2007 thereby registering an increase of 26.89% on annualized basis. The Net Profit of the Company after tax increased from Rs. 44.48 Crores in the previous year to Rs. 86.13 Crores during the year under review. 2. DIVIDEND: The Board of Directors at its meeting held on 30th June, 2008 has, subject to the shareholder’s approval recommended a final dividend of 25% (Rs. 0.50 per share of Rs. 2/- each) for the year 2008. The total 15 Directors Report-Gammon.indd 15 8/25/2008 8:24:43 PM GAMMON INDIA LIMITED dividend for the year under review works out to Rs. 4.34 Crores. Dividend Distribution Tax aggregates to Rs. 0.74 Crores. 3. FINANCE: Your company has not raised any funds from the capital markets either by way of issue of equity/ADRs/GDRs. However to meet its working capital requirements it has obtained financial assistance from its consortium bankers. As on 31st March, 2008, total amount outstanding towards issue of Non-Convertible Debentures on private placement basis to banks and financial institutions stood at Rs. 126 Crores. CARE has assigned AA+ rating for the same. The following credit ratings from CARE continue: (i) PR1+ for short-term commercial paper of Rs. 225 Crores (ii) AA+ for Non-Convertible Debentures of Rs. 300 Crores (iii) CARE AA+ for Long Term Bank Facilities and PR1+ for Short Term Bank Facilities aggregating to Rs. 3,000 Crore. The proceeds of debentures were utilised for the purposes for which they were raised. Capital expenditure on plant and machinery during the year amounted to Rs. 111.89 Crores which was financed from internal accruals, short term funding and External Commercial Borrowings. Gammon Infrastructure Projects Limited (subsidiary of Gammon India Limited) became a listed entity with the Initial Public Offering comprising of 1,65,50,000 Equity Shares for a price of Rs. 167 per share (including premium of Rs. 157). The issue was oversubscribed by 3.42 times. It raised an amount of Rs. 276.39 Crores through the public issue. 4. FIXED DEPOSITS: Your Company did not invite or accept deposits from the public during the year under review. 158 deposits (pertaining to previous years) aggregating to Rs. 0.18 Crores remained unclaimed as on 31st March, 2008. 5. DEPOSITORY MECHANISM: As the members are aware, the Company’s shares are compulsorily tradable in electronic form. As on March 31, 2008, almost 97.04% of the Company’s total share capital representing 8,48,81,247 shares were in dematerialized form. In view of the numerous advantages offered by the Depository system, members holding shares in physical mode are advised to avail of the facility of dematerialization with either of the Depositories. 6. OVERSEAS EXPANSION: During the year under review, your Company has already undertaken several projects in the Middle-East and South Africa and other countries and is seeking out new business opportunities overseas. Your Company has successfully completed an Independent Water and Power Project at Sohar – Water Transmission System Project for Ministry of Housing Electricity and Water, Sultanate of Oman – the Single largest water transmission project ever awarded by the Ministry. In continuing with its overseas ventures, your Company emerged as a successful lowest-bidder for Civil and site development work at Wonji/Shoa Sugar Factory, Ethiopia. The Company set up two special purpose vehicle companies in Netherlands viz. P. Van Eerd Beheersmaatschappij B.V. and Gammon Holdings B.V. as overseas step-down subsidiaries for following acquisitions: Sadelmi S.p.A, an Italian Company engaged in the business of balance of plant for the Power Sector. Franco Tosi Mecannica S.p.A an Italian Company engaged in the business of design, manufacture and servicing of Industrial Turbines, Steam Turbines for Power Generation and Hydraulic Turbines. Your Directors are of the opinion that since the activities of these companies are complementary and in some cases similar to that of the Company, these acquisitions will lead to synergies in operations and help the Company gain a foothold in new areas of Infrastructure development. The acquisition of these Companies will help your Company to become more global in its outlook and reach. 16 Directors Report-Gammon.indd 16 8/25/2008 8:24:43 PM Annual Report 2007-2008 7. EMPLOYEES STOCK OPTION SCHEME: With the objective of attracting and retaining efficient employees and rewarding them for their contribution to the Company’s growth, your Company has with your approval, introduced Gammon India Limited – Employees Stock Option Scheme 2007 for issue of 20,00,000 stock options to eligible employees of the Company and its subsidiaries. The Board has constituted an ESOP Compensation Committee which has been entrusted with the responsibility of administering the Scheme. In pursuance thereof, the Committee has granted and issued 15,00,000 options on 15th May, 2008 at a price of Rs. 395.75 per share as per Securities and Exchange Board of India (Employee Stock Option Scheme and Employees Stock Purchase Scheme) Guidelines, 1999. Details of the Options granted under ESOP, as also the disclosure in compliance with Clause 12 of the Securities and Exchange Board of India (Employee Stock Option Scheme and Employees Stock Purchase Scheme) Guidelines, 1999, are set out in Annexure II to this report. 8. BUSINESS PROSPECTS: The infrastructure industry has been growing on a massive scale, registering an impressive growth of almost 8.3% during the financial year 2007-08. New Projects in sectors such as Power, Oil, Gas, Ports, Roads, Railways, Urban Infrastructure and Industrial Projects (Steel, Aluminum, and Cement Plants) contribute over 50% of the revenues of the Indian Construction Industry. Given the number of large infrastructure projects on the anvil, the construction sector is poised for a big expansion. As most of the infrastructure sectors have lined up ambitious plans, the construction sector can certainly be expected to be a major beneficiary. Your company being one of the major players in the construction industry has entered into the field of Dedicated Railway Freight Corridors announced by the Ministry of Railway valued at Rs. 1,000 Crores and also for Civil works of the Aluminium plant at Jharsuguda, Orissa. Your Company’s performance, business outlook and future prospects has been detailed in the Management Discussion and Analysis Report. 9. INVESTMENTS IN INFRASTRUCTURE ACTIVITIES: Your Company participates in the development of infrastructure projects in India by undertaking projects on a Public Private Partnership (“PPP”) basis through its subsidiary Gammon Infrastructure Projects Limited (GIPL). GIPL is among the first company in India to be modeled as an infrastructure development company, undertaking projects on a PPP basis. It undertakes and develops roads, bridges, ports, hydroelectric, power and biomass power projects. In addition it also undertakes, projects in various sectors such as – urban infrastructure, airports, mass rapid transit systems, power transmission lines and SEZs. It also offers services in other areas of project development, such as project advisory services, project funding and operations and maintenance activities. Presently, the infrastructure project development business includes fourteen projects – housed under separate special purpose vehicle companies. Of these, four are already in the operations phase and the other ten in various stages of development. 10. SUBSIDIARY COMPANIES: At the commencement of the year the Company had 13 (Thirteen) subsidiaries. It has further incorporated the following subsidiaries during the year under review: (1) Gammon International FZE – UAE (2) P. Van Eerd Beheersmaatschappij B.V. – Netherlands (3) Gammon International L.L.C. – Oman (4) Tidong Hydro Power Limited (5) Gammon Logistics Limited (6) Haryana Biomass Power Limited In addition to the above the following companies have become step down subsidiaries of your Company: (1) Gammon Holdings B.V. – Netherlands (2) Gammon International B.V. – Netherlands (3) Deepmala Infrastructure Private Limited 17 Directors Report-Gammon.indd 17 8/25/2008 8:24:43 PM GAMMON INDIA LIMITED A Statement pursuant to Section 212 of the Companies Act, 1956 containing details of the subsidiaries of the Company form part of the Annual Report.