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The Board of Directors present the 19th Annual Report together with the audited financial statements of the Company for the financial year ended March 31, 2015.
Financial Results and State of the Company's Affairs:
Your Company, as a holding company, operates in four different business sectors – Airports, Energy, Transportation and Urban Infrastructure through various subsidiaries, associates and jointly controlled entities. The Company has Engineering, Procurement and Construction (EPC) business as a separate operating division to cater to the requirements for implementing the projects undertaken by the subsidiaries and others.
The Company's consolidated revenue, expenditure and results of operations are presented through consolidated financial statements and the details are given below:
Consolidated revenue from operations grew by 4.08% from Rs. 10,653.22 Crore to 11,087.68 Crore. Airport, Energy, Highways, EPC and other segments contributed Rs. 5,463.73 Crore (49.28%), Rs. 4,450.58 Crore (40.14%), Rs. 741.74 Crore (6.69%), Rs. 86.84 Crore (0.78%) and Rs. 344.79 Crore (3.11%) respectively to the revenue from operations.
Improved operating performance in Energy sector resulted in consolidated revenue increasing from Rs. 10,653.22 Crore in the previous year to Rs. 11,087.68 Crore in the current year. This has also compensated for the negative impact of the Airports sector revenue on account of non–levy of UDF in GHIAL and sale of ISG as well as lower EPC sector revenue on account of lower business. Commissioning of EMCO and Kamalanga power plants during previous year have resulted in increase in operational costs, finance costs and depreciation charge, but these plants are expected to contribute significantly to the Group's profitability in the near future.
During the current year ended March 31, 2015, as the efforts for revival of GKUAEL project did not succeed, GKUAEL had issued a notice of dispute to NHAI, invoking arbitration provisions as per concession agreement and transferred the project costs of Rs. 130.99 Crore to claims recoverable. In view of the SEBI direction received on this account, the Group has made provision for such claims and disclosed the same as an exceptional item in the financial statements. Based on an internal assessment, an impairment provision of Rs. 61.80 Crore was made against the goodwill pertaining to SJK and Rs. 53.94 Crore against certain other entities and disclosed as exceptional item in the financial statements.
DIAL has refinanced its external commercial borrowings during the year and as a result, cancelled certain outstanding Interest Rate Swap, paid Rs. 91.83 Crore towards such cancellation and disclosed the same as an exceptional item in the financial statements.
It was another year of extreme challenges with continued constraints on financing and fuel supply, but your Company successfully weathered it and enhanced its fuel security and raised additional capital to retire its existing debts. During the year, the Company successfully raised additional equity of Rs. 1,476.77 Crore through Qualified Institutions Placement (QIP), Rs. 141.75 Crore (being 25% of the consideration amount for allotment of the warrants) through issuance of 18,00,00,000 warrants convertible into 18,00,00,000 Equity Shares to GMR Infra Ventures LLP, promoter group entity and Rs. 1,401.83 Crore through Rights issue, which was concluded during April '15, apart from favorable refinancing of existing debts of various group entities. Your Company has achieved fuel security for Chhattisgarh power plant by winning two coal mines and successfully tied up gas supply for 25% PLF of Vemagiri power plant (387 MW) and Rajahmundry power plant (384 MW) for four months. Your Company, along with its partner Megawide Construction Corporation, has taken full operational control of the Mactan Cebu International Airport and has also achieved financial closure for the project.
Keeping pace with the Group's philosophy, Transportation and Urban Infrastructure sector is also constantly evolving itself in line with the business opportunities and available skill sets. While doing so, during the year under review, your Company took a conscious decision to foray into the EPC segment of Railways and since have been fairly successful in bagging three projects, Dedicated Freight Corridor Corporation (DFCC) being the marquee one amongst them worth alone at Rs. 5,080 Crore.
The revenue from operations of the Company on standalone basis has reduced by 17.36% from Rs. 786.29 Crore to Rs. 649.74 Crore on account of completion of majority of the projects handled by the EPC segment. Reduction in EPC revenue (Rs. 303.78 Crore, 64.82%) has been compensated to great extent by the increase in other operating income (Rs. 167.23 Crore). The operating and administrative expenditure has also accordingly reduced by 61.93% from Rs. 525.39 Crore to Rs. 200.03 Crore.
During the current year ended March 31, 2015, based on an internal assessment, the Company has made a provision of Rs. 262.40 Crore towards diminution in value of its investment in GHL and disclosed the same as an exceptional item in the financial statements. The diminution in value has primarily arisen on account of the provision made against the GKUAEL project claim and accumulated losses of GHVEPL.
Dividend / Appropriation to Reserves
Your Directors have not recommended any dividend for the financial year 2014–15. Preference dividend aggregating to Rs. 1,13,667 for the financial year 2014–15 @ 0.001% per annum on 1,13,66,704 Compulsorily Convertible Preference Shares (CCPS) of face value of Rs. 1,000/– each has been provided and the same will be paid to the CCPS holders subject to the approval of shareholders at the Annual General Meeting.
The net movement in the major reserves of the Company for FY 2014–15 and the previous year are as follows:
Management Discussion and Analysis Report
Management Discussion and Analysis (MDA) Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges, is presented in a separate section forming part of the Annual Report.
The detailed review of operations of each subsidiary's business is presented in the respective company's Board's Report and a brief overview of the major developments thereof is presented below. Further, MDA, forming part of this Report, also brings out review of the business operations of various subsidiaries and jointly controlled entities.
Company's airport business comprises of 3 operating airports viz., Delhi and Hyderabad International Airports in India and Mactan Cebu International Airport in Philippines.
An overview of these assets during the year is briefly given below:
Delhi International Airport Private Limited (DIAL)
DIAL is a joint venture (JV) between GMR Group (54%), Airports Authority of India (AAI) (26%), Fraport AG Frankfort Airport Services Worldwide (Fraport) (10%) and Malaysia Airports (Mauritius) Private Limited (10%) and has entered into a long–term agreement to operate, manage and develop the Indira Gandhi International Airport (IGIA), Delhi.
Highlights of FY 2014–15:
DIAL surpassed the 40 million passenger mark in FY 2014–15, witnessing a growth of 11% in traffic over previous year. Strong growth in domestic cargo segment propelled DIAL to surpass Mumbai Airport in cargo traffic with a 15% overall growth in FY 2014–15 over previous year. Due to delay in determination of tariff for the 2nd control period, the tariffs for the 1st control period have continued. DIAL completed a landmark issuance and pricing of the inaugural USD 288.75 million 7–year Senior Secured bond offering which was rated Ba1 by Moody's and BB by S&P.
TATA–SIA Airlines Limited "Vistara" made IGIA its operations hub. Fly Dubai, Pegasus Asia, Nepal Airlines and Transaero Airlines commenced their International operations from IGIA. IGIA became the first airport in the country to receive Super Jumbo Airbus A380 of the Singapore Airlines.
Strong focus on developing organizational culture based on operational excellence and customer focused initiatives helped DIAL become the first Indian airport to be ranked number 1 airport in the world in the 25–40 million passengers per annum (mppa) category by achieving a score of 4.90 in 2014.
Awards and Accolades received in FY 2014–15:
• Skytrax World Airport Award 2014–15 for "Best Airport in India / Central Asia" and "Best Airport Staff in India / Central Asia";
• "Golden Peacock National Quality Award" 2015 for building a culture of Total Quality at IGI Airport;
• "International Safety Award 2015" from the British Safety Council with Distinction for the organization's focus and commitment towards providing a safe airport operation;
• "Cll – 5S Excellence Awards 2014" – Northern region; Service sector by Confederation of Indian Industries (CII).
GMR Hyderabad International Airport Limited (GHIAL)
GHIAL is a JV Company promoted by the GMR Group (63%) in partnership with AAI (13%), Government of Telangana (13%) and MAHB (Mauritius) Private Limited (11%) and has entered into a long–term agreement to operate, manage and develop the Rajiv Gandhi International Airport (RGIA), Hyderabad.
Highlights of FY 2014–15:
GHIAL handled a record volume of passengers, cargo and Air Traffic Movements (ATMs) during the financial year. Passenger traffic during the year crossed 10 million for the first time and cargo handling exceeded 100,000 metric tonnes (MT) for the first time since inception, underlining the significant growth attained by the airport in the 7 years of operations. The year 2014–15 also showed remarkable progress towards GHIAL's Mission of being the Gateway of Choice and Preferred Logistics Hub for South and Central India region, marked by additions to the airline count on both passenger (2 international and 1 domestic) as well as cargo (2 international) fronts. Towards ensuring a well–rounded and enjoyable experience to its passengers, the airport also introduced a number of enhancements to its retail and shopping experience, highlighted by a modern Video Wall and a number of new stores and retail outlets at the passenger terminal. During the year, GHIAL successfully overcame the financial challenges imposed by the Single Till/Nil UDF regime through a combination of revenue enhancement, improvement in cost efficiencies, tight control over expenditures and cash flow management. Despite the challenges, GHIAL also maintained its focus on service quality and passenger delight and the airport continued to win accolades from passengers and industry associations for its excellence. Airports Council International (ACI) ranked RGIA among the top 3 in the world for Airport Service Quality (ASQ) for the 6th year in a row.
Awards and Accolades received in FY 2014–15:
• World's 3rd Best Airport 2014 in ASQ Rating by ACI;
• AG's Director General's Rolls of Excellence in ASQ;
• Cll National Award for Excellence in Energy Management 2014;
• Best Landscape – Garden Festival 2015 (5th time in a row);
• RGIA has been rated as India's 3rd Best Airport, by air travellers at the 2015 World Airport Awards held at Passenger Terminal EXPO Paris, France in March 2015;
• RGIA is also rated as the 6th Best Regional Airport in Asia and 10th Best Airport in 5 – 10 million passengers per annum (mppa) category.
As more and more aviation–oriented businesses are being drawn to airport cities and transportation corridors radiating from them, a new urban form is emerging–the Aerotropolis–stretching up to 20 miles (30 kilometers) outward from some airports. This concept, developed by Dr. John Kasarda, has been adopted by GMR Group at its airports in Hyderabad and Delhi and GMR Group is working towards developing an ecosystem around the airports. Both Delhi and Hyderabad have completed the master plan for their landside developments and are engaged in the development of physical infrastructure and discussions with potential tenants.
GMR Megawide Cebu Airport Corporation (GMCAC)
GMCAC is a JV between GMR (40%) and Megawide Corporation (60%) and has entered into a concession agreement with Mactan Cebu International Airport Authority for development and operation of the terminal and landside facilities of Mactan Cebu International Airport for a period of 25 years. GMCAC is expected to build a new terminal also.
Highlights of FY 2014–15:
GMCAC has taken operational responsibility for the airport on 1st November, 2014 for the existing terminal. Financial closure of the airport was completed in February 2015. GMCAC is focusing on increasing its traffic base; both domestic and international and is working closely with the airline community and the government bodies to boost tourist traffic growth which is a key driver for the airport profitability. As per the concession agreement, the GMCAC is expected to build a new terminal. However there has been a delay in the handover of land and GMCAC is in discussions with the grantor to work out a mechanism to expedite handover of land and providing compensation to GMCAC in line with the provisions of the concession agreement.
GMR Male International Airport Private Limited (GMIAL)
GMR Group along with its partner Malaysia Airports (Labuan) Private Limited are engaged in arbitration with Government of Maldives (GoM) and Maldives Airport Company Ltd. (MACL) after the latter repudiated the agreement in December 2012. In order to expedite the progress of the arbitration, both GMR Group and GoM have agreed to bifurcate the arbitration in 2 phases; first phase will focus on questions of liability and what forms of damages or compensation are recoverable by GMR while the second phase will be to quantify the amount so recoverable. In April 2014, the hearings for the first phase of arbitration were completed. In June 2014, the tribunal ruled that the unilateral termination of the concession agreement by GoM and MACL was illegal and repudiatory. Broadly, the Tribunal declared that the concession agreement was valid and binding and was not void for any mistake of law or discharged by frustration of bargain or administration, the GoM and MACL are jointly and severally liable for damages to GMIAL for loss caused by wrongful repudiation of the agreement and that the quantification of the damages and the interest thereon will be determined in the next stage of arbitration by the same tribunal. The preliminary hearing for quantification of damages is under process.
GMR Aviation Private Limited
GMR Aviation Private Limited (GAPL) operates and owns one of the youngest fleets in the country and addresses the growing need for charter services in the country. The operations are managed by professionals with robust processes and systems to ensure highest levels of efficiency and safety. At the end of the FY, GAPL has one Falcon aircraft, one Hawker aircraft and one helicopter in its fleet.
Aircraft – Maintenance Repair and Overhaul (MRO)
The MRO facility is a part of aero SEZ of GMR Hyderabad International Airport. With GHIAL buying out 50% stake of Malaysian Aerospace Engineering Sdn Bhd (MAE), GMR Aerospace Technic has become a wholly owned subsidiary of GHIAL. The MRO facility has ultra–modern facilities for aircraft maintenance, painting, avionics upgrades, interior refurbishments, aircraft modifications and structural repairs. It can cater to various types of narrow–body as well as wide–body aircraft belonging to Airbus, Boeing, ATR and Bombardier families. During the year under review, maintenance services were provided to 40 aircraft including B737–800, B737–900, ATR–72, A320, and A321 for domestic customers and painting on Cessna Citation 560XL and ATR 72–500 aircraft. Additionally Engine Change, Nose Landing gear and Main Landing gear change were carried out on B737–800 and B737–900 aircraft. Apart from the above, seat retrofit was performed on two A320 aircraft. The main customers during the year were Spicejet, Go Air and Jet Airways. With the change in management post acquisition of MAE's stake, the MRO has seen an upturn in its fortunes and has recently won a maintenance contract for an overseas client and is expected to add another domestic carrier to its fold of customers.
GMR Airports Limited (GAL) CCPS
The Board approved the exercise of call option by the company for purchase of CCPS held by the investors in GAL for the purpose of consolidation of shareholding in GAL (see note 40 (ii) of the consolidated financial statements). The completion of transaction is pending receipt of requisite approvals from the relevant authorities.
The Energy Sector companies along with its subsidiaries are operating around 2,486 MWs of Coal, Gas, Liquid fuel and Renewable power plants in India and around 4,000 MWs of power projects under various stages of construction and development besides a pipeline of other projects. The Energy Sector has a diversified portfolio of thermal and hydro projects with a mix of merchant and long term Power Purchase Agreements.
Following are the major highlights of the Energy Sector:
A. Operational Assets: I. Generation:
1. Barge mounted Power Plant, Kakinada, Andhra Pradesh of GMR Energy Limited (GEL):
• GEL operates 220 MW combined cycle barge mounted power plant at Kakinada, Andhra Pradesh. There was no generation of power by the barge mounted power plant during the year ended March 31, 2015 on account of non–availability of gas. Plant is kept under preservation since March 2013. Preservation methods were adopted based on Original Equipment Manufacturers' (OEM) procedures.
2. GMR Vemagiri Power Generation Limited (GVPGL) (370 MW):
• GVPGL, wholly owned subsidiary of GEL operates a 387.625 MW natural gas–fired combined cycle power plant at Rajahmundry, Andhra Pradesh. During the financial year, the plant experienced difficulties like non–supply of gas from Reliance KG–D6 basin. Plant availability was 99.94% and it was not operational during the year. Plant was kept under preservation from May 2013 due to non–availability of gas. Preservation methods were adopted based on OEM procedures and past experiences. O&M contract services were taken over from M/s KPS from April, 2014 and completed one year of operation by GVPGL. The Plant received a total credit of 3,21,755 CERs under Clean Development Mechanism (CDM) for the second and third verification period;
• GVPGL is striving continuously to pursue Ministry of Power (MoP), Ministry of Petroleum and Natural Gas (MoPNG), and Prime Minister's Office (PMO) for the gas allocation, pooling of gas (imported and domestic gas) and supply of RLNG by importing LNG on short term basis.
3. Diesel Power Plant, Chennai, Tamil Nadu:
• GMR Power Corporation Limited (GPCL), in which GEL holds 51% stake operates a 200 MW diesel powered power plant and sells power to Tamil Nadu Electricity Board (TNEB). The PLF for this tariff year was 34.76% as compared to 47.71% in 2013–14. The plant has successfully completed 16th year of operations & maintenance (O&M) and is effectively implementing all the O&M practices independently on its own. Tamil Nadu Generation and Distribution Corporation Limited (TAGENDCO) extended the PPA from February 15, 2014 to February 14, 2015 with fresh tariff and new terms and conditions;
• GPCL has requested TAGENDCO for extension of PPA from February 15, 2015 and is awaiting clearance for supplying power.
4. Solar Power plant, Charanka Village, Gujarat:
• GMR Gujarat Solar Power Private Limited (GGSPPL), wholly owned subsidiary of GEL operates 25 MW power project at Charanka village, Patan district, Gujarat. GGSPPL has entered into PPA with M/s. Gujarat Urja Vikas Nigam Limited for supply of entire power generation. GGSPPL has achieved commercial operation on March 4, 2012 and received certificate of commissioning from M/s. Gujarat Energy Development Agency ("GEDA"). M/s Indu Projects Limited has been awarded the contract for operation and maintenance of the plant for a period of 5 years. Plant has achieved an Export PLF of 19.3% for FY 2014–15.
5. EMCO Energy Limited (EMCO) – 600 MW:
• The Plant consists of 2 x 300 MW coal fired Units with all associated auxiliaries and Balance of Plant Systems. During the FY 14–15 both the Fuel Supply Agreement (FSA) and Annual Contracted Quantity (ACQ) quantities have been successfully amended to 1.3 Million Tonnes (each) on June 10, 2014, and with this EMCO has a Coal supply Agreement with South Eastern Coalfields Limited (SECL) for a total ACQ of 2.6 Million Tonnes per annum;
• Signed long term PPA with TAGENDCO for 150 MW and with this 100% of the plant capacity is now tied up via long term PPAs;
• Project debt refinanced with 18 months moratorium and 15 year loan repayment at an interest rate of 12.15%;
• Favorable APTEL Order has come on POC charges resulting in incremental revenue of approximately INR 450 Million;
• Plant has achieved a Gross plant load factor (PLF) of 68.8% for FY 2014–15;
• Long Term Access (LTA) granted for full commencement of Dadra Nagar Haveli (DNH) 200 MW from July 2014 onwards and PPA compliance was 87.27%;
• Power Purchase Agreement (PPA) compliance for 200 MW Power Sale to M/s Maharashtra State Electricity Distribution Company Limited (MSEDCL) was 85.56 %;
• 100% Ash Utilization has been tied with nearby Cement Industries for Fly Ash and with Western Coalfields Limited (WCL) for Bottom Ash;
• Weir construction for water availability by Maharashtra Industrial Development Corporation (MIDC) is under way and expected to be made ready in FY 2015–16.
6. GMR Kamalanga Energy Limited (GKEL) – 1,050 MW:
• GKEL in which GMR Energy Limited has 86% stake, with IIF & IDFC holding the balance stake, has developed 1,050 MW (3x 350) coal fired power plant at Kamalanga Village, Orissa;
• The plant is supplying power to Haryana through PTC India Limited and Odisha through GRIDCO Limited and commenced supply of power to Bihar through Bihar State Power Holding Company Limited;
• 85% of the capacity was tied–up in long term PPAs;
• Transmission constraint faced by the project was resolved in November 2014;
• GKEL has received Letter of Assurances from Mahanadi Coalfields Limited for 1050 MW of which 500 MW is for firm linkage and 550 MW is for tapering linkage. During the year under review, 350 MW tapering linkage has been transferred to Eastern Coalfields Limited (ECL). GKEL has signed Fuel Supply Agreement (FSA) for firm linkage for 500 MW and tapering linkage for 200 MW with Mahanadi Coalfields Limited and getting coal supply for firm linkage corresponding to 500 MW and 200 MW for tapering linkage. GKEL has also signed FSA with ECL for 350 MW tapering linkage and coal supply corresponding to tapering linkage for 204 MW has commenced;
• The Hon'ble Supreme Court of India in its Orders dated August 25, 2014 and September 24, 2014 cancelled the allocations of all but four coal blocks made between 1993 and 2010. As a result, the allocation of the Rampia Coal Mine has also been cancelled by the aforesaid Orders. But GKEL coal supply was not impacted because of already executed Firm and Tapering coal supply agreement;
• GKEL has started commercial supply of power to GRIDCO Limited from April 30, 2013 to the State of Haryana through PTC India Limited from February 07, 2014 and to the State of Bihar from September 01, 2014 through Bihar State Power Holding Company Limited under Long Term PPA. GKEL has also sold surplus power on merchant basis to other customers;
• GKEL has completed the construction of dedicated transmission lines to Angul, Odisha for connectivity to City Transmission Utility (CTU) network and to Meramandali for connectivity to Odisha State Transmission Utility (STU) system. With this, GKEL has achieved the capability to evacuate full power from the station and generated full capacity of 1,050 MW on March 30, 2015. During this period, GKEL has generated 4,838 Million Units (MU) of commercial power and sold 4,321 MU, the balance being the auxiliary power consumption.
1. Aravali Transmission Service Company Limited (ATSCL):
• ATSCL, the wholly owned subsidiary of GEL, is engaged in implementation of project for 400 kV S/C Hinduan–Alwar transmission line (85 km) and 2 x 315 MVA 400/220 kV Grid Substation at Alwar and other associated works in the State of Rajasthan with a total project cost of Rs. 160.90 Crore. This is the second public private partnership (PPP) project of its kind in Rajasthan, which is being executed on Build Own Operate Maintain (BOOM) basis for a concession period of 25 years from date of Project Award;
• Several critical Right of way (ROW) challenges have been successfully resolved and the Transmission Line construction was completed in June, 2014;
• The 400 kV Hindaun–Alwar transmission line was successfully charged on July 25, 2014. Grid Substation was charged on July 31, 2014;
• Deemed COD was considered from July 17,2014 in line with the provisions of Transmission Service Agreement (TSA);
• Tariff Revision Petition was filed with Rajasthan Electricity Regulatory Commission (RERC) seeking compensation in terms of either TSA period extension (to compensate MTSCL on account of delayed grant of transmission license, escalation in project cost due to change in law);
• The asset has performed at more than the target 98% availability.
2. Maru Transmission Service Company Limited (MTSCL):
• MTSCL, the wholly owned subsidiary of GEL, is engaged in implementation of project for 400 kV S/C Bikaner–Deedwana Transmission Line (129 Km), 400 kV S/C Ajmer–Deedwana Transmission Line (106 Km), 220 kV D/C Sujangarh –Deedwana Transmission Line (30 Km) and 2x315 MVA 400/220 kV Grid sub–station at Deedwana and other associated works in the State of Rajasthan with a total project cost of Rs. 248.90 Crore. This is the first PPP project of its kind in Rajasthan, which is executed on Build Own Operate Maintain (BOOM) basis for a concession period of 25 years from date of Project Award;
• COD declared by Order of the RERC from December 16, 2013;
• Relief granted by RERC to pay all unpaid revenue in arrears from December 16, 2013 and is under compliance by the customers;
• Received RERC Order resulting in incremental revenue;
• Tariff Revision Petition was filed with RERC seeking compensation in terms of either TSA period extension (to compensate MTSCL on account of delayed grant of transmission license, escalation in project cost due to change in law);
• The asset has performed at more than the target 98% availability.
1. GMR Rajahmundry Power Project, Andhra Pradesh – 768 MW:
• GMR Rajahmundry Energy Limited (GREL), a wholly owned subsidiary of GEL is engaged in setting up of 768 MW (2 x 384 MW) combined cycle gas based power project. During the year under review all the equipment of the project were kept under preservation as per the OEM guidelines due to non–availability of natural gas for commissioning and commercial operation;
• GREL is striving continuously to pursue MoP, MoPNG, and PMO for the gas allocation, pooling of gas (imported and domestic gas) and supply of RLNG by importing LNG on short term basis;
• GREL, a member of the independent gas based Power Producers' Association has filed a petition in Hon'ble High Court of Andhra Pradesh for the allocation of gas to the project;
• Keeping in view the current situation of the availability of gas, GREL expects that the project could start the commercial operations within few months from the date of supply of gas.
2. GMR Chhattisgarh Energy Limited (GCEL) – 1,370 MW:
• GCEL, wholly owned subsidiary of GEL, is engaged in setting up of 1,370 MW (2 x 685 MW) pulverized coal–fired super critical technology based power project in Raikheda Village, Tilda Block, Raipur District, in the State of Chhattisgarh. GCEL has received all the necessary statutory and environmental clearances. The project participated in bid and won two coal blocks, namely Talabira and Ganeshpur, in recently concluded e–auction;
• M/s. Doosan Projects India Private Limited is the main EPC contractor of GCEL for Boiler Turbine Generator (BTG) supply, onshore supply, civil works, erection, testing and commissioning. The Balance of Plant (BOP) contracts have been awarded to Gammon India Limited, Ion Exchange India Limited, L&T Limited and other contractors. The commissioning works of the project are in full swing and the overall progress of Boiler Turbine Generator contract has been 98.11% against the plan of 100%, the progress of engineering, procurement and construction being 100%, 100% and 98.52 % respectively;
• All major BOP packages have been completed and operational for commissioning of Unit–1;
• Ganeshpur coal block (located in Latehar, Jharkhand and was earlier allotted to Tata Steel Limited and Adhunik Thermal Energy) has a reserve of about 92 MT and is expected to start its production by FY18 and reach its peak production capacity by FY21;
• Talabira coal block (located in Odisha and was earlier allotted to HINDALCO) has a reserve of about 8.5 MT. This is an operating coal block and GCEL is expected to start production immediately in the financial year 2015–16.
3. GMR (Badrinath) Hydro Power Generation Private Limited (GBHPL) – Badrinath – (300 MW):
• GBHPL, a subsidiary of GEL, is in the process of developing 300 MW hydroelectric power plant on Alaknanda river in the Chamoli District of Uttarakhand State. The project has received all major statutory clearances like Environmental and Techno economic concurrence from Central Electricity Authority (CEA). The project got registered in The United Nations Framework Convention on Climate Change (UNFCCC) and it is eligible for receiving the Clean Development Mechanism (CDM) benefits;
• Implementation Agreement has been executed with the Government of Uttarakhand on May 17, 2013. With regard to awarding of contracts, main civil packages were awarded and for Electro Mechanical & Hydro Mechanical Package tendering process was completed. Bids are under evaluation. Financial Closure (FC) process is in the advanced stage. Project has received term loan sanction from Power Finance Corporation Limited. Common loan agreement is under discussion. However, FC process was delayed due to Hon'ble Supreme Court's order for stay on 24 Hydro Electric Projects in Uttarakhand (Order dated May 07, 2014) and the stay order is in effect till date.
4. GMR Bajoli Holi Hydropower Private Limited (GBHHPL) (180 MW):
• GBHHPL, wholly owned subsidiary of GEL, is implementing 180 MW hydro power plant on the river Ravi at Chamba District Himachal Pradesh. GBHHPL has achieved financial closure on April 25, 2013 and has tied up the debt requirement of Rs. 1380 Crore and the necessary loan agreements were executed. All clearances required for undertaking construction are in place and complete land as required for the project is in GBHHPL's possession. Contract agreement for execution of main civil works in two packages stand awarded to Gammon India Limited and Electro–Mechanical contract has been awarded to Alstom India Ltd. Basic infrastructure works including approach roads to project components are completed and Civil works are going on at all work fronts (except at Surge Shaft). The Board of Directors are pleased to inform that GBHHPL has also executed the Connectivity Agreement with HP Power Transmission Corporation Limited and Long Term Access Agreement with Power Grid Corporation of India Limited (PGCIL) for evacuating power outside Himachal Pradesh. GBHHPL has appointed Geo Data Mahab, an internationally renowned Hydro Consultant as Owner's Engineer; Land securitization was completed successfully.
5. Himtal Hydropower Company Private Limited (HHPPL) – (600 MW):
• HHPPL, subsidiary of GEL, is developing 600 MW Upper Marsyangdi–2 Hydroelectric Power Project on the river Marsyangdi in Lamjung and Manang Districts of Nepal. During the year under review, post PDA execution of Upper Karnali Hydro Electric Project (UKHEP), Project Development Agreement (PDA) negotiations/ discussions has been started with Investment Board Nepal (IBN) for Upper Marsyangdi (UMS–2) and is on right track. The land for the entire project has been identified and the case has been submitted to GoN. Connectivity application was submitted to PGCIL in April 2015 through liaison office of Himtal (the Generating Company) in India. Initial discussions were initiated for tying up sale of power with Government of Bangladesh, Power Trading Company (PTC) / NTPC / Vidyut Vyapar Nigam Limited (NVVN). Cadastral mapping works are underway for transmission line. Joint Development Agreement (JDA) was executed with International Finance Corporation (IFC) for transmission line project on December 22, 2014 and JDA with IFC is already in place for Himtal (the Generation Company). IFC proposes to invest in the Project as Co–developer with 10% equity under 'Infra Ventures' Route and also act as lead lender and lead arranger for the Project. It is exploring for Chinese financing and various discussions were held with Chinese Banks and EPC contractors in China.
6. GMR Upper Karnali Hydro Power Public Limited (GUKPL) – (900 MW):
• GUKPL, subsidiary of GEL, is developing 900 MW Upper Karnali Hydroelectric project located on river Karnali in Dailekh, Surkhet and Achham District of Nepal. During the year under review, PDA negotiations were completed and were executed on September 19, 2014 for generation and transmission line projects with Government of Nepal (GoN) represented by Investment Board of Nepal (IBN). Post execution of PDA, several key activities as per PDA compliance and basic infra works have been initiated. The Project land has been identified and joint verification for Government & Forest land, cadastral mapping etc. are under progress. Initial discussions were initiated for power sale tie up with Government of Bangladesh, Power Trading Company (PTC) / NTPC Vidyut Vyapar Nigam Limited (NVVN). Upper Karnali is in the process of rerouting the transmission line as per the directions of Ministry of Energy, Government of Nepal. Joint Development Agreement (JDA) was executed with IFC (part of World Bank Group) for both Generation and Transmission projects on December 22, 2014 and as per the JDA, IFC proposes to invest as Co–developer for the Projects with 10% equity under 'Infra Ventures' Route and also assume the role of lead lender and debt arranger.
7. GMR Londa Hydropower Private Limited (GLHPPL) – 225 MW:
• GMR Energy Limited owns the 100% stake of GLHPPL which is developing a 225 MW project in East Kameng district in Arunachal Pradesh. The Detailed Project Report ("DPR") has been prepared and has received techno–economic concurrence from the Central Electricity Authority (CEA). Environmental Impact Assessment (EIA) / Social Impact Assessment (SIA) studies have been completed for the project and public hearing was successfully conducted at the project site in July, 2014. Post public hearing, EIA & Environment Management Plan (EMP) studies were finalized and were submitted with Ministry of Environment and Forest (MoEF) for grant of Environmental Clearance. Defence clearance for setting up the project has been received from Ministry of Defence, GoI.
C. Mining Assets:
1. PT Barasentosa Lestari, (PTBSL):
• Your Company had acquired 100% stake in PT Barasentosa Lestari (PTBSL) in September 2008 which is having coal mine in South Sumatra Province with more than 650 MT Coal Resources in ~24,385 Hectares and total mineable reserves of about 280 Million Metric Ton (MMT). Trial coal production and sales have commenced and the coal is being transported from mine by river barging. The coal production is expected to be gradually ramped up from 1 Million Ton Per Annum (MTPA) to 3 MTPA over a period. The coal is planned to be exported to India to cater to captive demand of power plants owned by the Group and also to trade the coal through in–house coal trading arm.
2. PT Golden Energy Mines Tbk (PT GEMS):
• Your Company through its overseas subsidiary GMR Coal Resources Pte. Ltd. had acquired 30% stake in PT GEMS, a group company of Sinar Mas Group, Indonesia. PT GEMS, a limited liability company, is listed on the Indonesia Stock Exchange. PT GEMS is carrying out mining operations in Indonesia through its subsidiaries which own coal mining concessions in South Kalimantan, Central Kalimantan and Sumatra. Coal mines owned by PT GEMS and its subsidiaries have total resources of more than 1.9 billion tons and Joint Ore Reserves Committee (JORC) certified reserves of 640 MT of thermal coal. GMR Group has a Coal off take Agreement with PT GEMS which entitles to off take coal for 25 years. This strategic alliance with Sinar Mas Group significantly enhances the fuel security of thermal power plants under construction and development by GMR Group and also provides a coal supply portfolio for coal trading activity.
3. Homeland Energy Group Limited (HEG):
• In the last financial year, HEG transferred its stake in Kendal and Eloff mines. With the disposal of all the mining assets, HEG was essentially a shell company with no major assets. In December 2014, GEL entered into share sale agreement for transfer of its entire stake in HEG.
GMR Highways Limited, wholly owned subsidiary of the Company, is one of the leading highways developers in India with 9 operating highways assets (including two projects which we hold minority interest) totalling to 731.28 kms. The FY 2014–15 has seen a subdued growth in the highways sector due to various factors such as slowed economic situation, delay in clearances, sand quarry and mining bans, power shortage, funding constraints etc. This has resulted in lower investment from private players in infrastructure in general including roads and highways sector. During FY 2014–15, final completion of Hungund–Hospet Project was achieved and toll collection has begun on 3rd toll plaza of the project as well. For Kishangarh–Udaipur–Ahmedabad project which had been terminated in December 2012, a dispute notice to NHAI was served, invoking arbitration to settle the dispute. The Arbitration Tribunal has been constituted and the matter will be taken up in hearings scheduled during FY 2015–16.
Pursuant to the strategic decision taken to pursue EPC opportunities outside GMR Group and consequent to the Group's entry into Railway Projects last year, in FY 2014–15, the Group has won construction contract from Dedicated Freight Corridor Corporation of India Limited for design and construction of Civil, Structures and Track Works for Double Line Railway involving formation in Embankments / Cuttings, Ballast on formation, Track Works, Bridges, Structures, Buildings, Yards, Integration with Indian Railway existing Railway System and Testing & Commissioning on Design–Build–Lump–Sum Basis for Mughalsarai– New Karchana Station (including) (Package 201) and for New Karchana Station (excluding) –New Bhaupur Station (Excluding) (Package 202). The contract value for this work is Rs. 5,080 Crore.
Also a consortium led by your Company has won construction of Roadbed, bridges, supply of ballast, Track linking, Yard arrangements (excluding supply of rails & Line sleepers), construction of Booking offices, other service buildings, platforms, platform shelters, FOBs, Electrical (Railway Electrification and General Electrification), Signalling and Telecommunication works project for 77 Km (in 3 packages) in Secunderabad and Hyderabad Divisions of South Central Railway, Andhra Pradesh, India from Rail Vikas Nigam Limited (RVNL).
During the year, your Company also started construction works of doubling for 67 Km railway track between Jhansi and Bhimsen stations on Jhansi Division of North Central Railway in the State of Uttar Pradesh, India. The project was awarded by Rail Vikas Nigam Limited (RVNL) in February 2014.
The Group is developing a 3,000 acre multi–product Special Investment Region (SIR) at Krishnagiri, near Hosur in Tamil Nadu and 10,000 acre Port–based multi–product SIR at Kakinada, Andhra Pradesh.
GMR Group, with an objective of building world class industrial infrastructure in India, is setting up a SIR at Hosur, Tamil Nadu just 45 km from Electronic City, Bengaluru. The location provides unique advantage of multi–modal connectivity with National and State Highways and a railway line running alongside. Krishnagiri SIR is planned to be developed as an integrated city spread across 3,000 acres in the influence area of proposed Chennai–Bengaluru Industrial Corridor. Krishnagiri SIR is being planned to house the following manufacturing clusters:
• Automotive & Ancillary;
• Defense and Aerospace;
• Precision Engineering;
• Electronics Product Manufacturing;
Designed to encompass a complete ecosystem, Krishnagiri SIR focuses on Manufacturing enclaves, Innovation Centers, Manufacturing Support Services Center, Multi Skill Development Centre and other social infrastructure like housing, convention center, commercial area and range of services that are essential for a large industrial city center of this scale. Krishnagiri SIR has following key offerings to its esteemed clientele:
• Shovel ready developed plot with road, drainage, water supply, water treatment plants (WTP), sewage treatment plants (STP) and other similar facilities shall be provided;
• Water – Potable water from both ground as well as from dam;
• Power – 230 KV level dedicated sub–station with a Solar power plant.
The entire infrastructure shall be developed & maintained by GMR Group underscoring its commitment to quality, service and time lines. The "integrated" design would endeavor to provide first world standard residential, social and commercial amenities making this zone a truly "self–contained".
GMR Group owns 51% in Kakinada SEZ Private Limited, which is developing Kakinada SIR in the State of Andhra Pradesh in proximity to the cities of Vishakapatnam and Kakinada. With an area span of over 10,000 acres, Kakinada SIR will be self–contained industrial park with ideally designed Core infrastructure, Industrial common infrastructure, Business facilitation infrastructure and Social infrastructure across varied dedicated areas such as Housing, Lifestyle and High end expat friendly zone. Kakinada SIR is designed for balancing the sensitivity to culture and heritage of the region and also for integration with the native eco–system.
• Master Plan for Phase 1 development of around 916 acres has been completed;
• Internal roads and plots have been developed;
• A Chinese toy manufacturing company has already started its training centre and providing training for ~400 people and will employ over 1500 people by end of 2015 and over 3000 people in the next 3 to 4 years;
• Has signed an agreement with Tata Business Services (TBSS) for Rural BPO. Center has started the operations in February, 2015. TBSS has recruited 20 youth [16 from the Rehabilitation & Resettlement (R&R) colony and 4 from nearby villages] and started providing training for another batch of 25 people;
• Has completed DPR and other Technical Studies for Port, additional one season study for Port is underway for conducting Public Hearing.
Consolidated Financial Statements
In accordance with the Companies Act, 2013 and Accounting Standard (AS) – 21 on Consolidated Financial Statements read with AS – 23 on Accounting for Investments in Associates and AS – 27 on Financial Reporting of Interests in Joint Ventures, the audited consolidated financial statements is provided in the Annual Report.
Subsidiaries, Joint Ventures and Associate Companies
As on March 31, 2015, the Company had 125 subsidiary companies apart from 23 joint ventures and 3 associate companies. During the year under review, companies listed below have become or ceased to be Company's subsidiaries, joint ventures or associate companies. The Policy for determining material subsidiaries as approved may be accessed on the Company's website at the link: <http://investor.gmrgroup.in/investors/GIL–>Policies.html. The complete list of subsidiary companies, joint ventures and associate companies as on March 31, 2015 is provided in "Annexure A" to this Report.
East Godavari Power Distribution Company Private Limited, Suzone Properties Private Limited, GMR Utilities Private Limited, Lilliam Properties Private Limited, GMR Aerospace Engineering Company Private Limited, GMR Aero Technic Limited and Delhi Airport Parking Services Private Limited became subsidiaries during the financial year 2014–15.
Homeland Energy Corporation (HEC), Homeland Mining & Energy SA (Pty) Limited (South Africa), Homeland Coal Mining (Pty) Limited (South Africa), Corpclo 331 (Pty) Limited (South Africa) and Ferret Coal (Kendal) (Pty) Limited (South Africa) ceased to be subsidiaries during the financial year 2014–15.
GMR Megawide Cebu Airport Corporation (Philippines) became joint venture during the financial year 2014–15.
Nhalalala Mining (Pty) Limited (South Africa), Devyani Food Street Private Limited, Delhi Select Services Hospitality Private Limited and Delhi Cargo Service Center Private Limited ceased to be the joint ventures during the financial year 2014–15.
No Companies became or ceased to be an associate company during the financial year 2014–15.
Report on the performance and financial position of each of the subsidiaries, JVs and associate companies has been provided in Form AOC–1.
Directors' Responsibility Statement
To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013:
a) that in the preparation of the annual financial statements for the year ended March 31, 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;
b) that such accounting policies as mentioned in Note 2.1 of the Notes to the Financial Statements have been selected and applied consistently and judgement and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2015 and of the loss of the Company for the year ended on that date;
c) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d) that the annual financial statements have been prepared on a going concern basis;
e) that proper internal financial controls to be followed by the Company have been laid down and that the financial controls are adequate and were operating effectively;
f) that proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
The Company continues to follow the Business Excellence Framework, based on the Malcolm Baldrige Model, for continuous improvement in all spheres of its activities. The company works towards continuous improvement in governance practices and processes, in compliance with the statutory requirements. Board governance upgrades are underway.
The Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report. The requisite Certificate from the Practicing Company Secretary confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid Clause 49 is attached to this Report. Also a detailed report on Corporate Governance practices followed by the Company, in terms of Clause 49 (X) of the Listing Agreement with the Stock Exchanges, is provided separately in this Annual Report.
Business Responsibility Report
As stipulated under Clause 55 of the Listing Agreement, the Business Responsibility Report describing the initiatives taken by the Company from environmental, social and governance perspective is attached as part of the Annual Report.
Contracts and arrangements with Related Parties
All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm's length basis. During the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions. The Policy on related party transactions as approved by the Board may be accessed on the Company's website at the link:<http://investor.gmrgroup.in/investors/GIL–>Policies.html. Your Directors draw attention of the members to Note 32 to the standalone financial statements which set out related party disclosures.
Corporate Social Responsibility (CSR)
The Corporate Social Responsibility Committee (CSR Committee) has formulated and recommended to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, which has been approved by the Board. The CSR Policy may be accessed on the Company's website at the link: <http://investor.gmrgroup.in/investors/> GIL–Policies.html.
The Company has identified three focus areas during the year under review, towards the mandatory community service CSR activities, which are as under:
• Health, Hygiene & Sanitation
• Empowerment & Livelihoods
The Company would also undertake other need based initiatives in compliance with Schedule VII to the Companies Act, 2013. During the year, the Company has spent Rs. 2.92 Crore (more than 2% of the average net profits of the Company for the last three financial years) on CSR activities.
The Annual Report on CSR activities is annexed as "Annexure B" to this Report. Further, the activities undertaken by GMR Varalakshmi Foundation (GMRVF), Corporate Social Responsibility arm of the GMR Group, have been highlighted in detail in the Management Discussion and Analysis Report.
In the rapidly changing business environment, your Company is exposed to a number of risks that impact its businesses in varying measures. It is imperative to identify and address these risks and at the same time leverage opportunities for achieving Company's objectives.
Your Company's Enterprise Risk Management (ERM) framework is in line with the current best practices and effectively addresses the emerging challenges of its various businesses.
Significant developments during the year under review include:
• Risk assessment was carried out in detail at bid stage of various projects in Energy, Coal mines auctions and Transportation sector (Railway EPC projects) with emphasis on independent views on key business assumptions in order to promote informed decision–making;
• During the year, the focus was on decentralization, internal capability building and deployment of the frameworks through ERM teams in sectors and where needed, through outsourced partners;
• With successful pilot–implementation of the Project Risk Management (PRM) framework, the same is being replicated at all projects with an objective to enable effective control over project completion time and costs;
• A draft of the Risk Appetite Framework for the Group has been developed to establish thresholds for quantum of risks that are acceptable in Group's businesses;
• A Physical Risk Benchmarking framework for Energy assets has been developed and is ready for deployment;
• Moving towards e–enablement of ERM processes through deployment of IT tools across the Group to capture, report and to escalate risks across the sectors and business units.
Updates on ERM activities are shared on a regular basis with Management Assurance Group (MAG). The ERM Team also presents to the Management and the Audit Committee of the Board, the risk assessment and minimization procedures adopted to assess the reliability of the risk management structure and efficiency of the process.
A detailed note on risks and concerns affecting the businesses of the Company is provided in Management Discussion and Analysis.
Risk Management Policy
During the year, the Board of Directors of the Company on the recommendation of the Audit Committee, has approved the Risk Management Policy.
The ERM philosophy of the Group is built based on its vision and values. The Group upholds its vision "To be an institution in perpetuity that will build entrepreneurial organizations, making a difference to society through creation of value."
The Group has developed a dynamic growth strategy and is in the process of implementing robust institution building processes in pursuit of its vision. ERM aims at balancing the two by ensuring that key decisions with regard to strategy and institution building are commensurate with the Group's risk appetite.
The GMR Group's ERM philosophy is "To integrate the process for managing risk across GMR Group and throughout its business and life cycle to enable protection and enhancement of stakeholder value."
The Group has developed a dynamic growth strategy and is in the process of implementing robust institution building processes in pursuit of its vision. ERM aims at balancing the two by ensuring that key decisions with regard to strategy and institution building are commensurate with the Group's risk appetite.
The Group endorses the following principles as adapted from ISO 31000:2009 (Risk Management – Principles and Guidelines):
• ERM Protects and enhances value
• ERM is an integral part of all organizational processes and is applicable across the Group
• ERM is an input to decision making
• ERM is systematic, structured and timely
• ERM is transparent, inclusive and consultative
• ERM is dynamic, iterative and responsive to changes
• ERM facilitates continual improvement
Internal Financial Controls
The Company has in place adequate internal financial controls with reference to financial statements. These controls were tested and no reportable material weaknesses were observed in the operations of the Company.
Directors and Key Managerial Personnel
In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. K.V.V. Rao and Mr. B.V.N. Rao, Directors of the Company, retire by rotation at the ensuing Annual General Meeting of the Company and are eligible for reappointment. Mr. B.V.N. Rao has expressed his desire to offer himself for reappointment and Mr. K.V.V. Rao has expressed his desire not to offer himself for reappointment.
Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors of the Company in its Meeting held on September 18, 2014 had appointed Mrs. Vissa Siva Kameswari as an additional Director of the Company with effect from October 1, 2014, for a period up to the conclusion of the 20th Annual General Meeting of the Company. The Company has also received requisite notice in writing pursuant to Section 160 of the Companies Act, 2013 from a member along with requisite deposit proposing the candidature of Mrs. Vissa Siva Kameswari for appointment as an Independent Director of the Company at the ensuing Annual General Meeting of the Company.
The brief resume and details of Directors who are to be appointed/re–appointed are furnished in the Notice for the Annual General Meeting.
The Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed both under Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement with the Stock Exchanges.
Annual evaluation of Board performance, Board Committees and individual directors pursuant to the provisions of the Act and the corporate governance requirements under Clause 49 of the Listing Agreements has been carried out. The performance of the Board was evaluated based on the criteria like Board composition and structure, effectiveness of board processes, information and functioning etc. The performance of the committees was evaluated based on the criteria such as the composition of committees, effectiveness of committee meetings etc. The Board and the Nomination and Remuneration Committee reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the Chairman was also evaluated on the key aspects of his role. The Company's Nomination and Remuneration Policy for Directors, Key Managerial Personnel and senior management is annexed as "Annexure C" to the Board's Report.
Auditors and Auditors' Report Statutory Auditors
M/s. S.R. Batliboi & Associates LLP, Chartered Accountants, Statutory Auditors of the Company, hold office till the conclusion of the ensuing Annual General Meeting and are eligible for re–appointment. They have confirmed their eligibility to the effect that their re–appointment, if made, would be within the prescribed limits under the Companies Act, 2013 and that they are not disqualified for re–appointment.
Management's response on the Statutory Auditors Qualification / Comments on the Company's standalone financial statements
1. Qualification pertaining to the dispute in GMIAL –On June 18, 2014, the arbitration tribunal delivered its award declaring that the Concession agreement was not void ab initio and is valid and binding on the parties. Further, the tribunal declared that the Government of Maldives and MACL are jointly and severally liable to GMIAL for loss caused by repudiation of the contract. The quantum of the damages is yet to be decided. Based on this favorable arbitration order, internal assessment and a legal opinion obtained by GMIAL, the management of the Company is confident that GMIAL would be successful in getting the compensation under the concession agreement at least to the extent of the carrying value of the assets taken over by GoM / MACL and the subsequent expenditure incurred by GMIAL as at March 31, 2015. Further, management of the Company is confident that the GMIAL will not be required to bear any further cost towards claim from GADLIL or other service providers on account of termination of their contracts. Accordingly, no further adjustments have been considered necessary as at March 31, 2015.
2. Qualification pertaining to the investment in GKUAEL – As efforts for revival of the project did not succeed, GKUAEL has issued a notice of dispute to NHAI invoking arbitration provisions of the Concession Agreement. Both the parties have appointed their arbitrators and the arbitration process is pending commencement. GKUAEL has transferred the aforesaid project costs of Rs. 130.99 Crore to claims recoverable and has made a provision against the same in the financial statements.
Based on an internal assessment and a legal opinion obtained, management of the Company is confident that neither further costs need to be borne by GKUAEL nor GKUAEL will be required to pay damages to NHAI. Accordingly, no further adjustments have been considered necessary as at March 31, 2015.
3. Qualification pertaining to recognition on profit of sale of ISG and LGM during the year ending March 31, 2014 – Management based on its internal assessment and a legal opinion was of the view that all the "Conditions Precedent" were either fulfilled or waived or agreed to be not applicable as at March 31, 2014, except for the buyer to obtain approval from Bank Negara Malaysia (not a "Condition Precedent") which was obtained on April 3, 2014 and subsequently on receipt of the sale consideration, the shares were transferred to the buyer on April 30, 2014. In view of the same, the Company recognized the profit on sale of ISG and LGM in the year ended March 31, 2014. Further, since the sale was already concluded and consideration also received, any adjustment with respect to this qualification will not have any impact on the cumulative surplus in the profit and loss statement as of March 31, 2015.
4. Comment with respect to clause no. iv in the annexure to auditors' report on matters specified in Companies (Auditor's Report) Order, 2015, ("CARO") – The Company continuously reviews the internal control systems, identify weaknesses and strengthens the processes, wherever required. However, the Company has reviewed the findings and further strengthened the processes.
5. Comment with respect to clause no. ix in the annexure to auditors' report on matters specified in CARO –The Company endeavors and ensures that dues to the financial institutions, banks and debenture holders are generally made on time.
6. Comment with respect to clause no. x in the annexure to auditors' report on matters specified in CARO –Corporate guarantee support is provided by the Company to its subsidiaries and other group companies, based on requirements, in the normal conduct of the business. Commission is normally not charged on corporate guarantees issued by the Company.
Management's response on the Statutory Auditors Qualification / Comments on the Company's consolidated financial statements
7. Qualification pertaining to the capitalization of indirect expenditure and borrowing costs in GREL – GREL has approached the MCA seeking clarification / relaxation on applicability of MCA general circular 35/2014 dated August 27, 2014. Further, pursuant to receipt of instructions from SEBI through NSE on rectification of this qualification through restatement of accounts, the Hon'ble High Court of Delhi, while hearing the petition filed by the Group in this regard, directed SEBI not to insist on restatement of accounts till the next hearing date, which is scheduled for September 4, 2015. In view of the same, no adjustment has been made to this effect in the financial statements.
8. Qualification pertaining to GMIAL, GKUAEL, ISG and LGM, management response is provided in paras 1, 2 and 3 above respectively.
9. Comment with respect to clause no. iv in the annexure to auditors' report on matters specified in Companies (Auditor's Report) Order, 2015, ("CARO") – The Company continuously reviews the internal control systems, identify weaknesses and further strengthens the processes, wherever required.
10. Comment with respect to clause no. vii (a) and ix in the annexure to auditors' report on matters specified in CARO –The Company endeavors and ensures that the statutory dues and dues to the financial institutions, banks and debenture holders are generally made on time by all the group companies.
11. Comment with respect to clause no. x(a) in the annexure to auditors' report on matters specified in CARO on guarantee given by the Company –Corporate guarantee support is provided by the Company to its subsidiaries and other group companies, based on requirements, in the normal conduct of the business. Commission is normally not charged on corporate guarantees issued by the Company.
12. Comment with respect to clause no. x(b) in the annexure to auditors' report on matters specified in CARO on pledge of KSPL assets –As part of the Group, KSPL has provided its assets as security for the loans taken by other group companies and the Company had also provided loan to KSPL to meet its requirement. This is in the course of normal conduct of business and the management of the Company will ensure that KSPL's interests are protected.
13. Comments with respect to clause no. i, iii, viii and xii in the annexure to auditors' report on matters specified in CARO on fixed assets, on loans granted to companies, on firms or other parties covered in the register maintained under section 189 of the Act, on accumulated cash losses and on fraud respectively – The Group has taken appropriate action.
Pursuant to Section 148 of the Companies Act,2013 read with The Companies (Cost Records and Audit) Amendment Rules, 2014, the cost audit records maintained by the Company in respect of its EPC business is required to be audited, as the same is falling under the non–regulated sector.
The Board, on the recommendation of the Audit Committee, has appointed M/s. Rao, Murthy & Associates, Cost Accountants as cost auditors for conducting the audit of cost records of the Company for the financial year 2014–15 and 2015–16.
Accordingly, a Resolution seeking Member's ratification, approval for the remuneration to M/s. Rao, Murthy & Associates, Cost Accountants is included in the Notice convening the Annual General Meeting.
The Board has appointed M/s. V. Sreedharan & Associates, Company Secretaries, a firm of Company Secretaries in Practice, to conduct Secretarial Audit for the financial year 2014–15. The Secretarial Audit Report for the financial year ended March 31, 2015 is annexed herewith as "Annexure D" to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.
Disclosures: CSR Committee
The CSR Committee comprises of Mr. R.S.S.L.N. Bhaskarudu as Chairman, Mr. B.V.N. Rao and Mr. O. B. Raju as members.
The Audit Committee comprises of Mr. N. C. Sarabeswaran as Chairman, Mr. S. Rajagopal and Mr. R. S. S. L. N. Bhaskarudu as members.
All the recommendations made by the Audit Committee were accepted by the Board.
The Company has a vigil mechanism named Whistle Blower Policy, which provides a platform to disclose information, confidentially and without fear of reprisal or victimization, where there is reason to believe that there has been serious malpractice, fraud, impropriety, abuse or wrong doing within the Company. The details of the Whistle Blower Policy is explained in the Corporate Governance Report and also posted on the website of the Company.
A calendar of Meetings is prepared and circulated in advance to the Directors. During the year, ten Board Meetings were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.
Particulars of Loans, Guarantees and Investments
Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013, if any, are given in the notes to the Financial Statements.
Conservation of energy, technology absorption and foreign exchange earnings and outgo
The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of The Companies (Accounts) Rules, 2014, is provided in "Annexure E".
Extract of Annual Return
The details forming part of the extract of the Annual Return in Form MGT. 9 is provided in "Annexure F".
Particulars of Employees and related disclosures
The information required under Section 197 (12) of the Companies Act, 2013 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as "Annexure G".
The information required under Rule 5(2) and (3) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in the Annexure forming part of this Report. In terms of the first proviso to Section 136 of the Companies Act, 2013, the Report and Accounts are being sent to the members excluding the aforesaid Annexure. Any member interested in obtaining the same may write to the Company Secretary at the Registered Office of the Company. None of the employees listed in the said Annexure is related to any Director of the Company.
Developments in Human Resources and Organization Development
The Company has robust process of human resources development which is described in detail in Management Discussion and Analysis section under the heading "Developments in Human Resources and Organization Development at GMR Group".
Changes in Share capital
Qualified Institutions Placement (QIP):
During the year under review, your Company successfully completed issue and allotment of 46,88,17,097 equity shares of Rs. 1 each at a price of Rs. 31.50 per equity share, including a premium of Rs. 30.50 per equity share, aggregating to Rs. 1,476.77 Crore to Qualified Institutional Buyers (QIBs) as per Chapter VIII of SEBI Regulations, through the Qualified Institutions Placement (QIP). The QIP opened for subscription to QIBs on July 02, 2014 and closed on July 08, 2014. The entire money amounting to Rs. 1,476.77 Crore was received and allotment of shares was made on July 10, 2014. Consequent to this allotment, the listed equity share capital has increased from Rs. 389.24 Crore to Rs. 436.13 Crore.
The total paid capital of the Company as on March 31, 2015 is Rs. 1,572.80 Crore comprising of Equity Share Capital of Rs. 436.13 Crore and CCPS Capital of Rs. 1,136.67 Crore.
During the year under review, your Company has issued 18,00,00,000 warrants convertible into 18,00,00,000 Equity Shares to GMR Infra Ventures LLP, promoter group entity at an issue price of Rs. 31.50 per equity share on August 26, 2014. These warrants are convertible into equity shares within 18 months from the date of their allotment. Your Company has received the proceeds from GMR Infra Ventures LLP on August 26, 2014 amounting to Rs. 141.75 Crore, being 25% of the consideration amount for allotment of the said warrants, as per the requirement of Regulation 77 of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009.
Forfeiture of Shares:
In August 2014, the Board of Directors of the Company had approved forfeiture of 4,500 partly paid up equity shares of Rs. 1 each, with effect from August 14, 2014, in accordance with the provision of the Articles of Association. Your Company has issued a notice to each of the erstwhile shareholders of 4,500 partly paid up Equity Shares intimating about the forfeiture.
Your Company had issued 93,45,53,010 equity shares of face value of Rs. 1.00 each for cash at a price of Rs. 15.00 per equity share (including a premium of Rs. 14.00 per equity share) aggregating to Rs. 1,401.83 Crore on a rights basis to the eligible equity shareholders of your company in the ratio of 3 equity shares for every 14 fully paid–up equity shares held by the eligible equity shareholders on the record date, that is on March 12, 2015. The said equity shares were allotted to the equity shareholders of your company on April 18, 2015.
The total paid capital of the Company after the rights issue is Rs. 1,666.25 Crore comprising of Equity Share Capital of Rs. 529.58 Crore and CCPS Capital of Rs. 1,136.67 Crore.
Environmental Protection and Sustainability
Since inception, sustainability has remained at the core of our business strategy. Besides economic performance, safe operations, environment conservation and social well–being have always been at the core of our philosophy of sustainable business. In anticipation of upcoming regulations and requirements, the Company has invested substantially and allocated other resources to proactively adopt and implement manufacturing / business processes to increase its adherence to environmental standards and enhance its industry safety levels. At GMR Group, the challenges due to the Company's operations related to EHS aspects of the business, employees and society are mapped and mitigated through a series of systematic and disciplined sets of policies and procedures.
The Company continues to abide by regulations concerning the environment by allocating substantial investments and resources on a continuous basis to adopt and implement pollution control measures. Our continual endeavor to go beyond compliance and conserve natural resources helps to march towards attaining excellence in environmental management and efficient & sustainable operations as well. As the Company operates in an increasingly resource–constrained world, being environmentally conscious and efficient are key to our operations. The Company remains committed to our Corporate Environment, Health, Safety and Quality (EHSQ) Policy to articulate, guide, and adopt an integrated approach towards implementing EHSQ objectives. These established systems certified by reputed certifying agencies have helped to monitor and manage our operations systematically, safely and in environmental friendly manner. When such practices become institutionalized, they protect environment and reduce costs.
The Company understands the global thrusts for minimizing the effect of developmental projects towards global warming. The Company has developed various projects voluntarily and some of the projects are under development stage, which ultimately reduces GHG emissions into the atmosphere and thus, minimizing the global warming effect. The Company has evolved as Sustainability leader by registering 7 CDM Projects with UNFCCC.
As a responsible corporate citizen, the Company is striving to meet the expectations of neighboring communities around our plants and other locations through GMR Varalakshmi Foundation. The foundation works closely with them and strives to impact the lives of millions of farmers, youth, women and children through numerous programs.
Energy Sector has continuously ventured to promote cleaner fuel operations and renewable energy. The super critical technology power plant is under development at Chhattisgarh. The 25 MW capacities Solar Photo–Voltaic based power generation and 2.1 MW and 1.25 MW wind turbine generators in the state of Gujarat and Tamil Nadu respectively, with the total capacity of the wind turbine generator being 3.35 MW is fully operational which commitment towards sustainability in terms of clean and renewable energy resource.
GMR Energy sector has aligned its energy business with its comprehensive "EHS Framework", adopting best manufacturing practices, optimizing energy, natural resources & technology, best available practices, go beyond compliance, etc.
All the operating units have all necessary statutory clearances in place and are in compliance with environmental regulations. The Company has adopted state of the art systems and measures to control emissions and effluent in design stage itself. Hazardous wastes management and disposal has been in accordance with Central Pollution Control Board (CPCB) guidelines. Continuous Stack Emission Monitoring System (CEMS) and continuous Ambient Air Quality Monitoring Systems (CAAQMS) at power plants have been set for monitoring of vital pollution parameters on real time basis. Also, each of the operating units has dedicated Effluent treatment Plant to treat waste water from the units and utilize or discharge in accordance with Pollution Control Board Norms. All parameters like stack emissions, ambient air quality, water quality, noise level etc are maintained well within the stipulated norms. The monitoring reports are submitted periodically to statutory authorities. Internal audits and surveillance audits as per the requirements of ISO certifications are conducted and any observation or non–conformance is dealt with utmost importance. The system is managed by dedicated EHS team and steered frequently at Apex level for quick actions.
Various employee engagement campaigns are conducted at plant by celebrating world environment day, national safety week, national fire awareness week, national cleanliness day, road safety awareness week, energy conservation week, earth day, etc to create awareness and generate ideas for implementation. During mass plantation drive, employees, families, children and nearby villagers are involved. Dense green belt development is under progress.
Systems and processes as per Global Reporting Initiative (GRI–G4) are being implemented across all the power plants. Energy Sector has published its first ever Sustainability Report for FY 13–14 as per GRI–G4 guidelines and made available to all its relevant stakeholders.
EMCO Energy Limited (EEL) has been certified for the Integrated Management System by M/s BVCI. Approval of Wild Life Conservation plan has been obtained. Three CAAQMS stations and CEMS at stacks have been installed. "Sampoorna Swachhata" a journey of Swachhata campaigning was initiated and being implemented throughout the year. "EMCO Nirmal Jivan" – a series of Wellness Programs for Employee health wellbeing consisting of Yoga, Balanced Diet & Nutrition Counselling, Medical camp on Spirometry are initiated. Safety audits by Cross department teams, trainings on Electrical Safety, Defensive driving, Fire Safety, First Aid, Chemical Safety were conducted. Awareness campaign on Anti–Tobacco, Snakes bite, Swine Flue – Common respiratory problems and Nukkad Natak (Dramas) on Safety, Swachhata were conducted. Mock drills on scenarios such as Release of Hydrogen, Chlorine Leakage, Fire at Coal Conveyor, Fire at ESP were conducted. National Fire Service Day / Week, Earth Day, World Environment Day, Cleanliness Day, National Safety Day were observed. A sustainable farming based greenbelt development consisting of 10,000 Mango trees and 20000 non–Fruit bearing Saplings were planted.
GMR Kamalanga Energy Limited (GKEL) is fully compliant with all the statutory norms of operating parameters. Out of the total ash generation of 1003470 MT, ~ 34% of ash has been utilized for brick manufacturing, road making and land development. 83,728 number of tree saplings were planted covering an area of about 69 acres in FY 14–15. "Swachhata Abhiyaan" – a cleanliness campaign and "5 S" Housekeeping Drive are being implemented. Besides various EHS initiatives and campaigns, a series of Behaviour Based Safety (BBS) trainings were conducted to inculcate positive safety culture amongst workforce.
GMR Chhattisgarh Energy Limited (GCEL) has obtained the amendment for usage of domestic coal from MoEF and Factory License from Inspectorate of Factories. 44,112 number of tree saplings were planted in this financial year covering an area of about 115.5 acres. Following Surveillance Audit of Integrated Management System (IMS), GCEL received ISO 14001:EMS, OHSAS 18001 and ISO 9001:QMS certificates. Various campaigns viz., World Earth Day, World Environment Day, Road Safety Awareness Week, National Safety Day / Week were observed at GCEL.
GMR Power Corporation Limited (GPCL), Chennai planted 190 saplings covering an area of about 3 acres.
GMR Vemagiri Power Generation Limited (GVPGL) and GMR Rajahmundry Energy Limited (GREL) observed World Environment Day, Road Safety Awareness Week and National Safety Week. GVPGL sold its accumulated Certified Emission Reduction (CER) of about 3,15,320 to M/s British Petroleum Energy Asia Pte Ltd., Singapore and fetched a revenue of about Rs. 34.89 Lakhs. 3,000 saplings have been planted in GREL premises.
GMR Energy Limited (GEL), Kakinada has achieved 0 Lost Time Injury Frequency Rate (LTIFR) with nil reportable accidents in this financial year and is fully compliant with all statutory norms and procedures. GEL inaugurated Swachhata Abhiyan (cleanliness) campaign. GEL celebrated World Environmental Day, Safety Week, Road Safety Week, Fire Service Week. Recertification of ISO 9001:2008, ISO 14001:2004 and OHSAS 18001: 2007 has been done by M/s GL–DNV. Plantations were done by employees in nearby schools.
GMR Bajoli Holi Power Project has achieved 21, 59,079 safe man hours in this financial year and in compliant with all applicable EHS rules and regulations. Following certification audit for Integrated management system (IMS), M/s TUV India– certifying agency granted ISO 9001:2008, ISO 14001:2004 and OHSAS 18001: 2007 certificates. 400 saplings were planted in the colony.
Airport Sector embraces the concept of sustainability by managing activities in environment friendly manner, minimizing natural resource utilization and maintaining collaborative relationships with the community and stakeholders. Our strategy for long–term stability and continual improvement is focused on cost–effective operation, social responsibility, environment and ecology oriented business approach and practices, which are governed and managed by latest technological processes, improved infrastructure, efficient operational measures, continuous learning and education, effective change management and communication with all possible stakeholders' support.
Environment Sustainable Management is an integral part of our business strategy which helps in achieving social credibility and business sustainability by efficient integration of policy, system, procedures, infrastructure and community support. The Company adopted all possible proactive sustainable approach for the airport to develop an environment friendly posture that accommodates the community's concerns while still meeting all regulatory requirements. Our key environmental and social elements which have direct/indirect impact on society are aircraft noise, emission, air quality, water & wastewater, solid waste and conservation of natural resources. A dedicated team of professionals is deployed to deal with all areas of environmental and social concerns. All the impacts associated with its business aspect are being effectively resolved by working closely with the communities around the airport by proper knowledge sharing forum, media communications, communication to stakeholders and stakeholders meeting, further with the support of regulatory and government agencies.
Air and Water management is ensured by regular monitoring, analysis and following government regulations and guidance. Solid & Hazardous wastes are handled as per the applicable rules. Sewage treatment plant is operational to treat the waste water. Entire treated water is being reused appropriately for the flushing, irrigation purposes.
Environment Sustainable Management is an integral part of your company's business strategy. It focus highly on natural resource conservation, pollution preventions and skill developments on the part of business sustainability at Delhi Airport by efficient integration of policy, system, procedures, infrastructures and community supports.
DIAL is committed to conduct its business in an environment and social friendly manner by adopting all possible operational and technological measures to minimize the impact of its activities on the environment and society.
DIAL has adopted all possible proactive sustainable approach for the airport to develop an environment friendly posture that accommodates the community's concerns, while still meeting all regulatory requirements.
Some of the recent achievements during this financial year are:
• Green Company Certification by Cll at Gold Level, becoming first airport in India to achieve this landmark, March, 2015;
• Greentech Environment Excellence Award 2014 – Platinum Level, January 2015;
• National Energy Excellent Award by Cll, October, 2014;
• Golden Peacock Award for Sustainable Environment Management at DIAL by Institute of Directors, July, 2014;
• Developed Standardized Training Package called Leadership in Energy and Environmental Design and operation of Airport Infrastructure along with Aviation Academy and got approved by ICAO, July, 2014;
• Founding Member of India GHG Program of Cll;
• Successfully completed ISO 14001 – Environment Management System recertification audit by M/s. DNV, certified organization and sustaining from 2008;
• Sustain "Optimisation Level" accreditation by Airport Council International (ACI) for Carbon Management implemented at IGI Airport from 2013;
• Regular Training on Environmental Management and Sustainability Management;
• Environment Day celebration & Tree plantation on every World Environment Day event on 5th June.
GMR Hyderabad International Airport Ltd. (GHIAL) is complying with the applicable environmental legal requirements of DGCA, APPCB and MoEF, as highlighted below:
• Upgradation of the existing "Online Continuous Environmental Monitoring Station" by addition of three new analysers (Carbon monoxide, Ozone and Hydrocarbons);
• The second "Noise Monitoring Terminal" has been installed and commissioned at AGL substation – East in order to comply with Aviation Environmental Circular No. 3 of 2013 i.e. Aviation Noise Management at Airports;
• An environmental portal has been developed to maintain a centralized environmental data base for the airport including stakeholders;
• GMR Hyderabad International Airport has received the Confederation of Indian Industries (CII) Award for "Excellent Energy Efficient Unit" during the 15th National Award for Excellence in Energy Management 2014;
• Rajiv Gandhi International Airport (RGIA) won a first prize in Private Institutions category for the Best Landscape for the Fifth time in a row, in the recently concluded Garden Festival 2015 organized by the Department of Horticulture, Government of Telangana. RGIA also won a First prize for the Best Rotaries and medians. The department of Horticulture organized this garden festival in the month of January 2015;
• Hyderabad's RGIA Cargo has received the Middle East / Indian Subcontinent Airport of the year and Green award at the Payload Asia Awards, 2014;
• A noise mapping study has been done in line with DGCA guidelines to predict distribution of noise intensity around the airport;
• An Environment Week was organized from 2nd June to 7th June at the Airport. During the week, various environmental promotional activities were conducted:
o Distribution and display of World Environment Day campaign material such as banners, bookmarks etc;
o Promotion of WED's theme 'Raise your voice, not the sea level' to the airport community, passengers and visitors;
o Bi–cycling to promote zero pollution and good health;
o Plantation in the airport;
o Competitions among the airport community such as poster painting, quiz, innovative solutions to the environmental issues and the best practices etc;
o Involvement of passengers with environmental promotional activities;
o Promotion of public transport, carpooling and fuel conservation;
o Awareness campaigns on food waste control;
o Promotion of water and energy conservation.
The airport's carbon intensity has been reduced from 3.14 (year 2013) to 2.60 kg of CO2 per passenger for the calendar year 2014.
Further the other details w.r.t. Environmental Protection and Sustainability have been explained in the Management Discussion and Analysis Report.
Events subsequent to the date of financial statements
There are no material changes and commitments affecting financial position of the company between March 31, 2015 and Board's Report dated August 21, 2015.
Change in the nature of business, if any
There is no change in the nature of business of the company.
Significant and Material Orders passed by the Regulators
There are no significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and the company's operations in future.
During the year under review, the Company has not accepted any deposits from the public.
Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013
Your Company has in place an Anti Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to address complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this Policy.
The following is a summary of sexual harassment complaints received and disposed off during the financial year ending March 31, 2015:
Number of complaints received : NIL
Number of complaints disposed off : NIL
Your Directors thank the lenders, banks, financial institutions, business associates, customers, Government of India, State Governments in India, regulatory and statutory authorities, shareholders and the society at large for their valuable support and co–operation. Your Directors also thank the employees of the Company and its subsidiaries for their continued contribution, commitment and dedication.
For and on behalf of the Board
G. M. Rao
Date: August 21, 2015