Terminal 2, MIAL, Mumbai GVK POWER & INFRASTRUCTURE LIMITED 25TH ANNUAL REPORT 2018 - 19 GVK Jaipur Kishangarh Expressway Alakananda HEP, Srinagar Alakananda HEP, Srinagar T2, MIAL, Mumbai Contents Board of Directors and Corporate information 2 Financials at a glance 3 Notice of Annual General Meeting 4 Directors Report 15 Report on Corporate Governance 30 Management Discussion & Analysis 46 Independent Auditor’s Report on Consolidated Accounts 54 Consolidated Balance Sheet, Profit & Loss Account 62 & 63 Consolidated Cash Flow Statement 64 Notes to Consolidated Accounts 67 Independent Auditor’s Report on Standalone Accounts 140 Standalone Balance Sheet, Profit & Loss Account 148 & 149 Standalone Cash Flow Statement 150 Notes to Standalone Accounts 152 Green Initiative on Corporate Governance 197 Attendance Slip & Proxy Form 199 & 200 Annual Report 2018-19 | 1 GVK Power & Infrastructure Limited Corporate Information Board of Directors (As on May 24, 2019) Dr. GVK Reddy Chairman G V Sanjay Reddy Vice Chairman P V Prasanna Reddy Whole-time Director Krishna R Bhupal Director A Issac George Whole-time Director & CFO Ch G Krishna Murthy Independent Director S Balasubramanian Independent Director S Anwar Independent Director Anumolu Rajasekhar Independent Director Sudha Vasanth Woman Director P V Rama Seshu AVP & Company Secretary Committees of the Board Audit Committee Ch G Krishna Murthy Chairman S Balasubramanian Anumolu Rajasekhar Nomination and Remuneration Committee S Anwar Chairman Krishna R Bhupal 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 S Anwar Ch G Krishna Murthy 2 | Annual Report 2018-19 Statutory Auditors Registrar & Share Transfer Agents Price Waterhouse Chartered Accountants, LLP Karvy Fintech Private Limited Plot No:77/A,8-2-624/A/1, (earlier known as Karvy Computershare Pvt. Ltd.) 3rd Floor, Road No.10, Karvy Selenium Tower B, Plot 31-32 Banjara Hills, Hyderabad – 500 034 Gachibowli, Financial District, Nanakramguda, Hyderabad – 500 032 Secretarial Auditor Internal Auditors 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 L74999TG2005PLC059013 Financials at a glance (Rs. Lakhs) Standalone Consolidated 2018-19 2017-18 2018-19 2017-18 Financial Performance Operational Incomes 2,321 1,654 409,817 386,321 EBIDTA (3,084) (7,658) 170,667 155,615 Other Income 7,710 7,560 26,493 100,422 Finance Costs 1,248 2,361 151,302 164,308 Depreciation 12 13 79,158 72,460 Profit / (Loss) from ordinary activities 3,366 (2,472) (33,300) 19,269 Share of profit of associate - 1,452 Share of loss of jointly controlled entity 2,551 (58,301) Loss before tax 3,366 (2,472) (30,749) (37,580) Tax expense/(credit) (8028) 1,136 (307) 16,157 Non - controlling interest 5,907 2,430 Loss for the year 11,394 (3,608) (36,349) (56,167) Other comprehensive income, net - (238) 360 Total comprehensive income 11,394 (3,608) (36,587) (55,807) EPS (Rupees) : Weighted Average no. of Equity Shares 1,579,210,400 1,579,210,400 1,579,210,400 1,579,210,400 Basic and Diluted 0.72 (0.23) (2.30) (3.56) Financial Position: Fixed Assets (Net of depreciation) 92 35 1,722,356 1,558,839 Cash and Bank balance 49 56 56,827 137,347 Net current assets (49,986) (56,635) (362,246) (316,462) Total Assets 244,288 245,506 2,182,486 2,027,185 Equity 15,792 15,792 15,792 15,792 Other equity 168,711 157,317 (136,097) (99,918) Net worth 184,503 173,109 (120,305) (84,126) Market Capitalisation 120,810 222,669 120,810 222,669 Annual Report 2018-19 | 3 GVK Power & Infrastructure Limited Notice Notice is hereby given that the 25th Annual General Meeting of the members of GVK Power & Infrastructure Limited (CIN:L74999TG2005PLC059013) will be held on Wednesday, September 25, 2019 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 consider and adopt the audited financial statements (including the consolidated financial statements) of the Company for the financial year ended March 31, 2019 and the Report of the Board of Directors (‘the Board’) and the auditors thereon. 2. To appoint a director in place of Mr. G V Sanjay Reddy (DIN 00005282), who retires by rotation and, being eligible, seeks re- appointment. SPECIAL BUSINESS: 3. To consider and, if thought ft, to pass with or without modification(s), the following resolution as a Special Resolution: “RESOLVED THAT pursuant to the provisions of Section 149 and other applicable provisions of the Companies Act, 2013 read with Article 109 of the Articles of Association of the Company and Regulation 17(1A) of the SEBI (Listing Obligations and Disclosure Requirements) Amendment Regulations, 2018, Dr. GVK Reddy (DIN:00005212) was appointed as an Additional (Non- executive) Director of the Company and who holds office up to the date of this Annual General Meeting in terms of Section 161(1) of Act and in respect of whom the Company has received a notice in writing from a Member under Section 160(1) of the Act proposing his candidature for the office of Director of the Company, be and is hereby appointed as Director of the Company, 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.” 4. To consider and, if thought ft, to pass with or without modification(s), the following resolution as a Special Resolution: “RESOLVED THAT pursuant to the provisions of Sections 149, 150, 152 read with Schedule IV and other applicable provisions, if any, of the Act and the Companies (Appointment and Qualifications of Directors) Rules, 2014, as amended from time to time, Mr. Ch G Krishna Murthy (DIN: 01667614), who meets the criteria for independence as per the relevant provisions of the Act and Listing Regulation, 2015 and who has submitted a declaration to that effect, was appointed as an Additional (Independent) Director of the Company by the Board of Directors with effect from 25 April, 2019 and who holds office up to the date of this Annual General Meeting in terms of Section 161(1) of the Companies Act, 2013 (“Act”) and in respect of whom the Company has received a notice in writing from a Member under Section 160(1) of the Act proposing his candidature for the office of Director of the Company, be and is hereby appointed as an Independent Director of the Company, not liable to retire by rotation, for a term of five years commencing from 25th April, 2019 to 24th April, 2024.” “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.” 5. To consider and, if thought ft, to pass with or without modification(s), the following resolution as a Special Resolution: “RESOLVED THAT pursuant to the provisions of Sections 149, 150, 152 read with Schedule IV and other applicable provisions of the Companies Act, 2013 (“Act”) and rules made thereunder (including any statutory modification(s) or re-enactment thereof for the time being in force) and Regulation 16 and amended Regulation 17(1A) of the Listing Regulations, 2015, Mr. S Balasubramanian (DIN: 02849971), who meets the criteria for independence as per the relevant provisions of the Act and Listing Regulation, 2015 and who has submitted a declaration to that effect, was appointed as an Additional (Independent) Director of the Company by the Board of Directors with effect from 25 April, 2019 and who holds office up to the date of this Annual General Meeting in terms of Section 161(1) of Act and in respect of whom the Company has received a notice in writing from a Member under Section 160(1) of the Act proposing his candidature for the office of Director of the Company, be and is hereby appointed as an Independent Director of the Company, not liable to retire by rotation, for a term of five years commencing from 25th April, 2019 to 24th April, 2024.” “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.” 4 | Annual Report 2018-19 6. To consider and, if thought ft, to pass with or without modification(s), the following resolution as an Ordinary Resolution: “RESOLVED THAT Mr. Anumolu Rajasekhar (DIN 01235041), who was appointed as an Additional Director of the Company by the Board of Directors with effect from 25 April, 2019 and who holds office up to the date of this Annual General Meeting in terms of Section 161(1) of the Companies Act, 2013 (“Act”) and in respect of whom the Company has received a notice in writing from a Member under Section 160(1) of the Act proposing his candidature for the office of Director of the Company, be and is hereby appointed as an Independent Director of the Company. RESOLVED FURTHER THAT pursuant to the provisions of Sections 149, 150, 152 and other applicable provisions, if any, of the Act and the Companies (Appointment and Qualifications of Directors) Rules, 2014, read with Schedule IV to the Act, as amended from time to time, the appointment of Mr.