Annual Report 2010-2011 - Gammon India

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Statement showing details of Options granted to Senior Managerial Personnel Name Designation Number of options granted MR. G. D. RATHOD Vice President - Engineering 4,000 MR. D. R. RAO General Manager - Conductor Division 3,500 MR. A. GANGULY Associate Vice President - Construction 4,200 MR. S. D. SHIKERKAR Associate Vice President - Marketing 4,200 MR. V. A. MANDRE General Manager - Works 3,900 MR. H. M. JOSHI General Manager - Commercial 3,900 MR. SIMON JOSEPH Additional General Manager - Rural Electrification 2,000 MR. M. C. MODI Additional General Manager - Works 2,800 MR. S. MUKHOPADHYAY Additional General Manager - Finance 3,900 MR. P. CHANDRAN Chief Manager - Resident 1,500 MR. P. GEORGE Associated Vice President - Development 3,000 Place : Mumbai Dated : 19 th August, 2011 For and on behalf of the Board of Directors ABHIJIT RAJAN Chairman & Managing Director A NNUAL R EPORT I 2010/11 29
30 A NNUAL R EPORT I 2010/11 R epoR t on C o R poR ate G oveR nanC e In compliance with Clause 49 of the Listing Agreement entered into with the stock exchanges, the Company hereby submits the report on matters as mentioned in the said clause and Corporate Governance practices followed by the Company. 1. COMPANY’S PHILOSOPHY ON CORPORATE GOVERNANCE: Corporate Governance broadly refers to a set of rules and practices designed to govern the behavior of corporate enterprises. The Company’s philosophy on Corporate Governance envisages accountability, responsibility and transparency in the conduct of the Company’s business and its affairs vis-à-vis its employees, shareholders, bankers, lenders, government, suppliers, dealers etc. and accordingly lays great emphasis on regulatory compliances. The Company firmly believes that Corporate Governance is a powerful tool to subserve the long-term growth of the Company and continues to give high priority to the principles and practice of Corporate Governance and has accordingly benchmarked its practices with the existing guidelines of corporate governance as laid down in the Listing Agreement. 2. BOARD OF DIRECTORS (BOARD) : (a) Composition : The Company has an optimum combination of Executive and Non-Executive Directors, in conformity with Clause 49 of the Listing Agreement, to maintain the independence of the Board and to separate the Board functions of governance and management. On the date to which this report pertains, the Board comprises of a Chairman and Managing Director (Executive), Four (4) Executive Directors, One (1) Non Executive Non Independent Director and Six (6) Non Executive Independent Directors. All the members of the Board are persons with considerable experience and expertise in industry, finance, management and law. The Chairman and Managing Director provides leadership to the Board and to the Management in strategizing and realizing business objectives and is supported by the Executive Directors. The Independent Directors contribute by giving their valuable guidance and inputs with their independent judgement on the overall business strategies and performance. None of the Directors on the Board is a Member of more than 10 (Ten) Committees and Chairman of more than 5 (Five) Committees (as specified in Clause 49 of the Listing Agreement), across all the companies in which they are Directors. The necessary disclosures regarding committee positions have been made by all the Directors. (b) Board Meetings : The Board meets at least once in each quarter inter alia to review the quarterly results. In addition the Board also meets whenever necessary. During the year under review the Company held 5 (Five) Board Meetings on 13/05/2010, 14/08/2010, 18/08/2010, 12/11/2010, 11/02/2011 and the gap between two meetings did not exceed four months. The Board Meetings are held at the registered office of the Company. (c) Changes in Board Composition : Effective from 1st April, 2010 till date the following changes have taken place in the Board composition: 1. Mr. Abhijit Rajan – Chairman & Managing Director, whose term of office expired on 16th May, 2011 was re-appointed as the Chairman & Managing Director w.e.f. 17th May, 2011 for a further term of five (5) years. 2. Dr. Naushad Forbes ceased to be a Non-Executive Director with effect from 11th November 2010, by virtue of his resignation from the Board. 3. Mr. Himanshu Parikh was appointed as a Whole-time Director of the Company with effect from 1st July, 2011. (d) Directors’ Attendance Record and Directorships held : The composition of the Board, category of Directors and details of attendance of each Director at Board Meetings and last Annual General Meeting, details of other directorships and membership of committees are as follows:
Page 2 and 3: Contents A NNUAL R EPORT I 2010/11
Page 4 and 5: Gammon House the second largest con
Page 6 and 7: 4 Board of Directors Mr. Peter Gamm
Page 8 and 9: 6 A NNUAL R EPORT I 2010/11 Beas Br
Page 10 and 11: 8 Sohar Jetty, Oman A NNUAL R EPORT
Page 12 and 13: 10 Region-wise Projects as on 31st
Page 14 and 15: 12 Financial Highlights of the deca
Page 16 and 17: 14 A NNUAL R EPORT I 2010/11 Off-Sh
Page 18 and 19: 6000 5000 4000 3000 2000 1000 0 16
Page 20 and 21: 18 Key Projects Chennai Metro Proje
Page 22 and 23: 20 Public Private Partnership Proje
Page 24 and 25: Pebble Bay at Dollars Colony, Benga
Page 26 and 27: Your Directors have pleasure in pre
Page 28 and 29: Option Scheme-2007 of erstwhile ATS
Page 30 and 31: Considering the continuous scarcity
Page 34 and 35: Name and Designation of Director Mr
Page 36 and 37: (a) AUDIT COMMITTEE : The Audit Com
Page 38 and 39: Name, Designation and Address of Co
Page 40 and 41: (iii) Approval of the Members sough
Page 42 and 43: 6. MEANS OF COMMUNICATION : (a) Fin
Page 44 and 45: STOCK PERFORMANCE IN COMPARISION TO
Page 46 and 47: 18. Widening & strenghtening of exi
Page 48 and 49: CEO/CFO CERTIFICATION To The Board
Page 50 and 51: after USA and China. Indian road ne
Page 52 and 53: (a) Thermal power: In the present s
Page 54 and 55: • Growing urbanization has also r
Page 56 and 57: The Company sees immense opportunit
Page 58 and 59: The operative margin for financial
Page 60 and 61: 4. Your Company has entered into Jo
Page 62 and 63: 4. Patna Highway Projects Limited (
Page 64 and 65: VI. NON-FINANCIAL ORGANISATIONAL IN
Page 66 and 67: A uditors' report to the M e M bers
Page 68 and 69: A nnexure to the A uditors' report
Page 70 and 71: Name of the Statute State Nature of
Page 72 and 73: PROFIT AND LOSS ACCOUNT FOR THE YEA
Page 74 and 75: SCHEDULES FORMING PART OF BALANCE S
Page 76 and 77: SCHEDULE 5 FIXED ASSETS (` in Crore
Page 78 and 79: Face Value Nos. as on Nos. as on 31
Page 80 and 81: As at 31 st March, 2011 As at 31 st
Page 82 and 83:
2010-2011 2009-2010 ` in Crores ` i
Page 84 and 85:
(c) Depreciation on revalued compon
Page 86 and 87:
9.95% - Redeemable Non-Convertible
Page 88 and 89:
(b) Sundry Debtors include the foll
Page 90 and 91:
13. In respect of the road projects
Page 92 and 93:
20. Additional information pursuant
Page 94 and 95:
23. The Company is engaged mainly i
Page 96 and 97:
33. The balance with The Freyssinet
Page 98 and 99:
(d) Transactions of Oman Branch and
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SCHEDULE - 1 Related Party Disclosu
Page 102 and 103:
Nature of Transactions/Relationship
Page 104 and 105:
Nature of Transactions/Relationship
Page 106 and 107:
BALANCE SHEET ABSTRACT OF COMPANY
Page 108 and 109:
Metropolitan Infrahousing Private L
Page 110 and 111:
Patliputra Highway Limited * Patna
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Gammon Holdings B.V. Gammon Interna
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Sr. No. Particulars No. of shares/
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existing at the date of preparation
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CONSOLIDATED PROFIT AND LOSS ACCOUN
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C. CASH FLOW FROM FINANCING ACTIVIT
Page 122 and 123:
SCHEDULE 4 FIXED ASSETS (` in Crore
Page 124 and 125:
As at 31 st March, 2011 As at 31 st
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April 10 - March 11 April 09 - Marc
Page 128 and 129:
The cash compensation on account of
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10. Investments Investments are cla
Page 132 and 133:
When the hedge concerns the fair va
Page 134 and 135:
Name of Subsidiaries Country of Inc
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(b) In Case of Sofinter the financi
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The particulars of Investment in As
Page 140 and 141:
K. SOFINTER: The loan envisages the
Page 142 and 143:
12. Retention Bonus for employees:
Page 144 and 145:
(b) In respect of the road projects
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(b) In respect of currency swap der
Page 148 and 149:
VSPL, a subsidiary of the Company,
Page 150 and 151:
Annexure I Related party Disclosure
Page 152:
vakils
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Annual Report 2010-2011 - Gammon India

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