Annual Report 2010-2011 - Gammon India

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(a) AUDIT COMMITTEE : The Audit Committee of the Company is constituted in accordance with the provisions of Clause 49 of the Listing Agreement with the Stock Exchanges read with Section 292A of the Companies Act, 1956. The Audit Committee presently comprises of 4 (Four) Non-Executive Independent Directors and 1 (One) Executive Director viz.: (1) Mr. C. C. Dayal (Chairman), (2) Mr. Atul Dayal, (3) Ms. Urvashi Saxena, (4) Mr. Naval Chaudhary and (5) Mr. Himanshu Parikh - Executive Director. All the members of the Audit Committee are financially literate and have accounting/related financial management expertise. The Audit Committee meetings are held at the Registered Office of the Company and attended by invitation by the Chief Financial Officer, Senior Vice President – Finance, representatives of the Statutory Auditors and the Internal Auditors of the Company. The Company Secretary acts as Secretary to the Audit Committee. The role of audit committee as per Clause 49 of the Listing Agreement and Section 292A of the Companies Act, 1956, includes the following: (a) Overseeing of the Company’s financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible. (b) Recommending to the Board the appointment and removal of statutory auditors, branch auditors and fixation of their remuneration. (c) Reviewing with management the annual financial statements before submission to the Board, focusing primarily on: • Any changes in accounting policies and practices • Major accounting entries based on exercise of judgements by management • Qualifications in draft audit report • Significant adjustments arising out of audit • The going concern assumption • Compliance with accounting standards • Compliance with Stock Exchanges and legal requirements concerning financial statements • Any related party transactions i.e., transactions of the Company of material nature, with promoters or the management, their subsidiaries or relatives etc. that may have potential conflict with the interests of the Company at large. • Reviewing with the management, statutory and internal auditors, internal controls and the adequacy of internal control systems. (d) Reviewing the quarterly and half yearly financial results. (e) Reviewing the adequacy of internal audit functions, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit. (f) Discussion with Internal Auditors, any significant findings and follow up thereon. (g) Reviewing the findings of any internal investigations by the Internal Auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board. (h) Discussions with Statutory Auditors before the audit commences nature and scope of audit as well as have post audit discussion to ascertain any areas of concern. (i) Reviewing the Company’s financial and risk management policies. (j) Looking into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in the case of non-payment of declared dividends) and creditors, if any. (k) Reviewing the operations, new initiatives and performance of the business divisions. During the period under review, the Audit Committee met 4 (four) times and the dates of such meetings were: 13/05/2010, 14/08/2010, 12/11/2010 and 10/02/2011. A NNUAL R EPORT I 2010/11 33
34 The details of meetings attended by the Directors are given below; Name of the Member Category No. of Audit Committee Meetings attended Mr. C. C. Dayal Non-Executive – Independent 4 Mr. Atul Dayal Non-Executive – Independent NIL Mr. Himanshu Parikh Executive/Non – Independent 1 Ms. Urvashi Saxena Non-Executive – Independent 4 Mr. Naval Chaudhary Non-Executive – Independent 1 Mr. C. C. Dayal, Chairman of the Audit Committee was present at the previous Annual General Meeting held on 28 th September, 2010. (b) SHAREHOLDERS/INVESTORS GRIEVANCE COMMITTEE : The Shareholders/Investors Grievance Committee comprises of 4 (Four) Non-Executive Independent Directors and 1 (One) Executive Director viz.: 1) Mr. C. C. Dayal (Chairman) 2) Mr. Atul Dayal 3) Mr. Naval Chaudhary 4) Mr. Atul Kumar Shukla and 5) Mr. Himanshu Parikh – Executive Director. The Company Secretary, Ms. Gita Bade is the Compliance Officer. The Shareholders/Investors Grievance Committee deals with various matters relating to : • Transfer / Transmission of shares • Issue of duplicate share certificates • Review of shares dematerialized/ rematerialized and all other related matters • Non- receipt of Annual Reports and dividend • Redressal of investors/ shareholders complaints. During the year 2010-11 the Committee held 18 (Eighteen) meetings on 15/04/2010, 30/04/2010, 15/05/2010, 30/06/2010, 15/07/2010, 31/07/2010, 25/08/2010, 15/09/2010, 25/09/2010, 15/10/2010, 30/10/2010, 15/11/2010, 15/12/2010, 15/01/2011, 15/02/2011, 28/02/2011, 15/03/2011 and 31/03/2011. The minutes of the Shareholders’/Investors’ Grievance Committee are reviewed and noted by the Board. The composition of the Committee and the details of the Committee meetings attended by the Members are given below: Name of the Director Executive/Non-Executive No. of Committee Meetings Attended Mr. C. C. Dayal Non-Executive – Independent, Chairman 18 Mr. Atul Dayal Non-Executive – Independent NIL Mr. Himanshu Parikh Executive – Non-Independent 15 Mr. Naval Chaudhary Non-Executive – Independent 9 Mr. Atul Kumar Shukla Non-Executive – Independent 18 A total of 47 queries / complaints were received by the Company from Shareholders/Investors as detailed below. All the complaints were resolved by the Company to the satisfaction of the investors and as on 31 st March, 2011, there were no pending letters/ complaints. The status of Shareholders’ complaints received up to 31 st March, 2011 is as stated below: No. of Complaints received during the twelve months period ended 31st March, 2011. 47 No. of Complaints resolved as on 31st March, 2011. 47 No of Complaints pending as on 31st March, 2011. NIL No. of pending share transfers as on 31st March, 2011. NIL A NNUAL R EPORT I 2010/11
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 32 and 33: Statement showing details of Option
Page 34 and 35: Name and Designation of Director Mr
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
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23. The Company is engaged mainly i
Page 96 and 97:
33. The balance with The Freyssinet
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(d) Transactions of Oman Branch and
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SCHEDULE - 1 Related Party Disclosu
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Nature of Transactions/Relationship
Page 104 and 105:
Nature of Transactions/Relationship
Page 106 and 107:
BALANCE SHEET ABSTRACT OF COMPANY
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Metropolitan Infrahousing Private L
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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
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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
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The cash compensation on account of
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10. Investments Investments are cla
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When the hedge concerns the fair va
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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
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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
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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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