DIRECTORS REPORT Dear Members, Your Directors have pleasure in presenting the Twenty Ninth Annual Report together with Audited Statements of Accounts for the year ended 31st March, 2015. Review of Operations: The last few years were not the best for the infrastructure development in India and slow down of the economy has impacted all sectors. Additionally, companies continue to face challenges on the execution front such as delays in securing approvals in key infrastructure sectors such as power, roads and ports. In such a difficult business environment, most of the companies are facing severe financial strain and slow growth. The global economy is not showing any signs of revival and the steps taken by new government to boost the economy will take time to show results. Hence in medium term the general outlook of industry is negative. In these difficult times, the Company has reasonably performed well by achieving the turnover of Rs 388.80 Laks in FY 2014-2015 as against Rs 526.12 Laks in the previous year. The net profits after taxes are at Rs 20.19 laks in FY 2014-2015 as against Rs 31.70 Laks in the previous year. Events Subsequent to the date of Financial Statements: There were no changes in the nature of business of the company during the financial year ending 31st March, 2015 Dividend: The Company proposes to retain profits of the current year for company's future plans and developments. Hence, your directors have not recommended dividend for the Financial Year 2014-2015. Board Meetings : During the financial year 2014-2015, the Board met five times on 29.05.2014, 14.08.2014, 14.11.2014 14.02.2015 and 31.03.2015. Directors and Key Managerial Personnel : During the year under review, the Company has appointed Mr. P. Maruthi Babu as Executive Director of the Company as per the Provisions of the Companies Act, 2013 and Mr. V. L. Moorthy as independent director for a term of 5 years (Second term) by way of special resolution. Shri Mallikarjuna Uppara as additional director of the Company under the category of Independent, subject to the approval of the members of the Company. Declaration from Independent Directors on Annual Basis: The Company has received necessary declaration from each Independent Director of the Company under Section 149(7) of the Companies Act, 2013 that the Independent Directors of the Company meet with the criteria of their Independence laid down in Section 149(6). Composition of the Audit Committee: Vigil Mechanism: In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established. The Vigil Mechanism Policy has been uploaded on the website of the Company at www.gtpltd.co.in under investors/Policies link.. Director's Responsibility Statement: In pursuance of section 134 (5) of the Companies Act, 2013, the Directors hereby confirm that: (a)in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures; (b)the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period; (c)the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; (d)the directors had prepared the annual accounts on a going concern basis; and (e)the directors, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively. (f)the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. Extract of Annual Return: As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of annual return in MGT 9 as a part of this Annual Report in Annexure- II Auditors: The Auditors, M/s. VAS & Co., Chartered Accountants, Secunderabad retire at the ensuing Annual General Meeting and, being eligible, offer themselves for reappointment for a period of 1 year from the conclusion of this Annual General Meeting till the conclusion of next Annual General Meeting. SECRETARIAL AUDIT: Secretarial audit report as provided by Mr. Y. Koteswara Rao, Practising Company Secretary is annexed to this Report as Annexure- III Qualifications in Audit Reports: Explanations or comments by the Board on every qualification, reservation or adverse remark or disclaimer made: (a)by the Statutory Auditor in their report; As there are no any qualifications in the Auditors Report, no comments by the Board of Directors. (b)by the company secretary in practice in his secretarial audit report; As there are no any qualifications in the Secretarial Audit Report, no comments by the Board of Directors. Conservation of energy, Technology Absorption and Foreign Exchange Earnings and Outgo: Details regarding Energy Conservation, Technology Absorption, Foreign Exchange Earnings and outgo as required by Section 134 of the Companies Act, 2013 are detailed as below: Energy conservation: Adequate measures are taken for energy conservation and optimum utilisation of energy. Technology Absorption: Not Applicable Foreign Exchange earnings and outgo: Not Applicable Details relating to Deposits: Company has not accepted any deposits during the year under review. Internal Financial Controls The internal financial controls with reference to the Financial Statements for the year ended 31 March, 2015 commensurate with the size and nature of business of the Company. Particulars of loans, guarantees or investments: The Company has not given any loans, Guarantee or Provide Security to any other body corporate or person or acquired securities within the meaning of Section 186 of the Companies Act, 2013. Risk Management Policy: The Company has been addressing various risks impacting the Company and developed risk policy and procedures to inform Board members about the risk assessment and minimization procedures. Related Party Transactions: Particulars of Contracts or Arrangements with Related parties referred to in Section 188(1) in Form AOC-2 as Annexure - IV Ratio of Remuneration to Each Director: The Company has not paid remuneration to any of the directors of the Company for the financial year 2014-15 Listing of Securities: The company's shares are listed with the Bombay Stock Exchange and the Company has complied with all rules, regulations and guidelines of the Stock Exchange. Evaluation by Board: The Board has carried out the annual performance evaluation of its own performance, the Directors individually (excluding the director being evaluated) as well as the evaluation of the working of its Committees. A structured questionnaire was prepared after taking into consideration various aspects of the Board's functioning such as adequacy of the composition of the Board and its Committees, to fulfill its responsibilities, execution and performance of specific duties etc. The Board decided that the performance of individual directors, its own performance and working of the committees is excellent. Shri Mallikarjuna Uppara Director being appointed during the month of March, 2015 were excluded from the process of evaluation. Corporate Governance and Shareholders Information : The Clause - 49 of the Listing Agreement is not applicable to the company as per SEBI Circular vide: CIR/CFD/POLICY CELL/7/2014 September 15, 2014 neither the paid up capital nor the Net worth of the company has met the threshold limits prescribed by SEBI vide above circular. Significant and materail orders passed by the regulators or courts : There are no significant & material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations. Industrial Relations: Employees are our vital and most valuable assets. We have created a favourable work environment that encourages innovation and creativity. The Industrial Relations continued to be peaceful during the year. Acknowledgments: Your Directors wish to express their grateful appreciation for the cooperation and support received from the Government, Banks, vendors, customers, consultants, auditors, staff and others who have been assisting your Company in the various facets of its operations. For and on behalf of the Board (T. INDIRA SUBBARAMI REDDY) Chairperson (P. MARUTHI BABU) Executive Director (DINESH VEMULA) Company Secretary Place : Hyderabad Date : 14.08.2015 |